UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,, D. C. 20549
 
FORM 10-Q
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended November 30, 2013May 31, 2014
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 333-173456
 
Jiu Feng Investment Hong Kong Ltd
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

 2293 Hong Qiao Rd., Shanghai, China 200336
(Address of principal executive offices, including zip code.)

+ 86 21 64748888
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESYes x NONo o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESYes x NONo o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyx
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YESYes o NONo x
 
As of January 21,July 17, 2014, there are 6,500,0008,500,000 shares of common stock outstanding.
 
All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Jiu Feng” and the “Registrant” refer to Jiu Feng Investment Hong Kong Ltd unless the context indicates another meaning.

 
 
 
 
JIU FENG INVESTMENT HONG KONG LTD

TABLE OF CONTENTS
 
PART I – FINANCIAL INFORMATION Page 
PART I – FINANCIAL INFORMATION   
Item 1.Financial Statements  3 
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations  114 
Item 3.Quantitative and Qualitative Disclosures About Market Risk  186 
Item 4.Controls and Procedures  186 
      
PART II – OTHER INFORMATION    
Item 1.Legal Proceedings  197 
Item 1A.Risk Factors  197 
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds  197 
Item 3.Defaults Upon Senior Securities  197 
Item 4.Mine Safety Disclosures  197 
Item 5.Other Information  197 
Item 6.Exhibits  20
8 
SIGNATURES  219 
 
 
2
 

PART I – FINANCIAL INFORMATION

ITEM1.ITEM 1. FINANCIAL STATEMENTS
 
JIU FENG INVESTMENT HONG KONG LTD
FOR THE THREE MONTHS ENDED MAY 31, 2014 AND NINE MONTH PERIODS ENDED NOVEMBER 30, 2013 AND 2012
 
Index to Condensed Unaudited Financial Statements

Contents Page (s)
Consolidated Balance Sheets at November 30, 2013 (Unaudited) and February 28, 2013 (Audited)4 
     
Consolidated Statements of Operations for the ThreeCondensed Balance Sheets at May 31, 2014 (Unaudited) and Nine Month Periods Ended November 30, 2013 and 2012 (Unaudited)February 28, 2014 (Audited)  5F-1 
     
ConsolidatedCondensed Statements of Operations for the Three Month Periods Ended May 31, 2014 and 2013 (Unaudited)F-2
Condensed Statements of Cash Flows for the NineThree Month Periods Ended November 30,May 31, 2014 and 2013 and 2012 (Unaudited)  6F-3 
     
Notes to the ConsolidatedCondensed Financial Statements (Unaudited)  7F-4 – F-8 

 
3
 

JIU FENG INVESTMENT HONG KONG LTD.
BALANCE SHEETS

Jiu Feng Investment Hong Kong Ltd
Condensed Balance Sheets
  
November 30, 2013
(Unaudited)
  
February 28, 2013
(Audited)
 
ASSETS 
Current Assets:      
Cash $4,986  $5,000 
Total current assets  4,986   5,000 
         
Total Assets $4,986  $5,000 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
Current Liabilities:        
Accounts payable and accrued liabilities $1,461  $1,461 
Loan payable - related party  85,298   22,372 
 Total current liabilities  86,759   23,833 
         
Total Liabilities  86,759   23,833 
         
Commitments and Contingencies        
         
Stockholders' Deficit:        
         
Common stock, par value $0.001 per share, 75,000,000 shares authorized; 6,500,000 shares issued and outstanding  6,500   6,500 
Additional paid-in capital  300,486   300,486 
Accumulated deficit  (388,759)  (325,819)
Total stockholders' deficit  (81,773)  (18,833)
         
Total Liabilities and Stockholders' Deficit $4,986  $5,000 
  May 31,  February 28, 
  2014  2014 
  (Unaudited)  (Audited) 
       
ASSETS      
       
Current assets      
Cash $4,988  $4,986 
Total current assets  4,988   4,986 
         
Other assets        
Deferred financing costs  30,000   30,000 
         
Total Assets $34,988  $34,986 
         
LIABILITIES & STOCKHOLDERS' DEFICIT    
         
Current liabilities        
Accounts payable and accrued liabilities $-  $1,461 
Accrued officer compensation  234,000   195,000 
Loan payable - related party  107,145   93,607 
Total current liabilties  341,145   290,068 
         
Total Liabilities  341,145   290,068 
         
Stockholders' Deficit        
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,500,000 shares issued and outstanding
  8,500   8,500 
Additional paid in capital  398,486   398,486 
Retained deficit  (713,143)  (662,068)
Total Stockholders' Deficit  (306,157)  (255,082)
         
Total Liabilities and Stockholders' Deficit $34,988  $34,986 

The accompanying notes are an integral part of thesethe condensed unaudited financial statementsstatements.
F-1
JIU FENG INVESTMENT HONG KONG LTD.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
  Three Months  Three Months 
  Ended  Ended 
  
May 31,
2014
  
May 31,
2013
 
       
Revenues - net $-  $- 
Cost of revenues  -   - 
      Gross profit  -   - 
         
Operating Expenses:        
     General and administrative  51,077   8,141 
         Total operating expenses  51,077   8,141 
         
Income (loss) from operations  (51,077)  (8,141)
         
Other income (expense):        
     Interest income  2   - 
         Other income (expense) net  2   - 
         
Income (loss) before provision for income taxes  (51,075)  (8,141)
         
Provision for income tax:  -   - 
         
Net income (loss) $(51,075) $(8,141)
         
Net income (loss) per share        
(Basic and fully diluted)        
     Total operations $(0.01) $(0.00)*
         
Weighted average number of common shares outstanding
  8,500,000   6,500,000 
         
 * denotes a loss of less than $(0.01) per share.        

The accompanying notes are an integral part of the condensed unaudited financial statements.

 
4F-2
 
JIU FENG INVESTMENT HONG KONG LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
 
  
Three Months Ended
November 30,
  
Nine Months Ended
November 30,
 
  2013  2012  2013  2012 
                 
Revenues, net $-  $9,608  $-  $104,157 
Cost of Revenues  -   12,062   -   38,027 
Gross Profit (Loss)  -   (2,454)  -   66,130 
Operating Expenses:                
Payroll expenses  -   20,669   -   90,372 
Professional fees  2,606   2,100   21,017   35,541 
Officer compensation      6,000   -   18,000 
Consulting  16,074   6,000   37,404   18,000 
Other  1,355   2,372   4,519   18,596 
Depreciation  -   176   -   528 
Rent  -   526   -   1,393 
Total operating expenses  20,035   37,843   62,940   182,430 
                 
Loss from Operations  (20,035)  (40,297)  (62,940)  (116,302)
                 
Other (Income) Expense                
 Foreign currency transaction loss  -   247   -   2,034 
Total Other (Income) Expense  -   247   -   2,034 
                 
Loss before taxes  (20,035)  (40,544)  (62,940)  (116,300)
                 
Provision (Benefit) for Corporate Taxes  -   -   -   - 
                 
Net Income (Loss) $(20,035) $(40,544) $(62,940) $(118,334)
                 
Net Income (Loss) Per Common Share:                
Basic and Diluted $(0.00)* $(0.01) $(0.01) $(0.02)
                 
Weighted Average Number of Common Shares Outstanding                
Basic and Diluted  6,500,000   4,990,000   6,500,000   4,990,000 
Jiu Feg Investment Hong Kong Ltd
Condensed Statements of Cash Flows
 
* denotes a loss of less than $(0.01) per share.
  Three Months  Three Months 
  Ended  Ended 
  
May 31,
2014
  
May 31,
2013
 
       
Cash Flows From Operating Activities:      
     Net income (loss) $(51,075) $(8,141)
         
     Adjustments to reconcile net (loss) to net cash (used in) operating activities        
          Changes in Current Assets and Liabilities:        
Accounts payable  (1,461)  - 
Accrued officer compensation  39,000   - 
               Net cash provided by (used for) operating activities
  (13,536)  (8,141)
         
Cash Flows From Investing Activities:        
         
               Net cash provided by (used for) investing activities
  -   - 
         
Cash Flows From Financing Activities:        
      Loan - related party  13,538   8,127 
               Net cash provided by (used for) financing activities
  13,538   8,127 
         
Net Increase (Decrease) In Cash  2   (14)
         
Cash At The Beginning Of The Period  4,986   5,000 
         
Cash At The End Of The Period $4,988  $4,986 
         
Schedule of Non-Cash Investing and Financing Activities        
         
None        
         
Supplemental Disclosure        
         
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 

The accompanying notes are an integral part of thesecondensed unaudited financial statementsstatements.

 
5
JIU FENG INVESTMENT HONG KONG LTD.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
  
Nine Months Ended
November 30,
 
  2013  2012 
Cash Flows from Operating Activities:      
Net Income (Loss) $(62,940) $(118,334)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:        
Depreciation  -   528 
Changes in operating assets and liabilities:        
Accounts receivable  -   9,251 
Prepaid expenses  -   1,624 
Accounts payable and accrued liabilities  -   26,511 
Payroll taxes payable  -   (2,062)
Income taxes payable  -   (1,524)
Net Cash Provided by (Used in ) Operating Activities  (62,940)  (84,006)
         
Cash Flows from Investing Activities  -   - 
         
Cash Flows from Financing Activities:        
Loan payable - related party  62,926   36,000 
Net Cash Provided by (Used in) Operating Activities  62,926   36,000 
         
Net Increase (Decrease) In Cash  (14)  (48,006)
         
Cash - Beginning of Period  5,000   49,081 
         
Cash - End of Period $4,986  $1,075 
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid during the period for:        
Interest $-  $- 
Income taxes $-  $- 
         
Non Cash Financing and Investing Activities        
Accrued compensation - officer - forgiven and contributed to capital $-  $84,000 
Advances from stockholder - forgiven and contributed to capital $-  $32,573 

The accompanying notes are an integral part of these financial statements
6F-3
 
 
JIU FENG INVESTMENT HONG KONG LTD.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED
NOVEMBER 30, MAY 31, 2014 AND 2013 AND 2012

NOTE 1.1 – ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and OperationOPERATIONS
 
Jiu Feng Investment Hong Kong, Ltd.Inc., (the “Company”), was incorporated under the laws of the State of Nevadaformed on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong, Ltd on December 16, 2012.  TheInc. On July 24, 2013, the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is a full service web designlicensed to sell, market, and, online marketing agency, providing services such as web designor, distribute certain products pertaining to the health care industry; and to conduct research and development and online marketing solutions that enable small businesses to build and maintain an effective presence online.
of BioMark’s cancer detection scanning technology.

Going ConcernNOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since incorporation (September 29, 2009) resulting in an accumulated deficit of $388,759 as of November 30, 2013 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock.

Summary of Significant Accounting Policies

Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting)U.S.GAAP”). The Company has adopted February 28 fiscal year end.

7
 
JIU FENG INVESTMENT HONG KONG LTD.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED
NOVEMBER 30, 2013 AND 2012
NOTE 1 – ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Summary of Significant Accounting Policies Cont.

Use of Estimatesestimates and assumptions
The preparation of financial statements in conformity with accounting principles generally accepted accounting principlesin the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reportingreported period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The Company’s significant estimates include the valuation allowance of deferred tax assets; the fair value of financial instruments and the assumption that the company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Fiscal year end
The Company elected February 28 as its fiscal year end date.
Cash and cash equivalents
The Company considers all highly liquid investments with an originala maturity of three months or less asto be cash and cash equivalents.

Accounts receivable
F-4
Deferred Financing Costs
Costs with respect to issue of common stock, warrants, stock options or debt instruments by the Company are initially deferred and ultimately offset against the proceeds from such equity transactions or amortized as debt discount over the term of any debt funding if successful or expensed if the proposed equity or debt transaction is unsuccessful.
During the twelve months ended February 28, 2014, the Company paid cash in the amount of $5,000 and issued 500,000 shares of common stock valued at $25,000 as compensation for the preparation of a form S-1 to be filed during the year ended February 28, 2015.
Fair value of financial instruments
The Company reviews accounts receivable periodicallyfollows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for collectabilitydisclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes an allowancea framework for doubtful accountsmeasuring fair value in generally accepted accounting principles (GAAP), and records bad debt expense when deemed necessary.expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-1-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

PropertyLevel 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2 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.
Level 3 Pricing inputs that are generally observable inputs and equipmentnot corroborated by market data.
Property
The carrying amounts of the Company’s financial assets and liabilities, such as cash, deferred financing costs, accounts payable and loan payable – related party approximate their fair values because of the short maturity of these instruments.
Carrying Value, Recoverability and Impairment of Long-Lived Assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include office equipment, are recorded at cost and depreciated under acceleratedreviewed for impairment whenever events or straight line methodschanges in circumstances indicate that the carrying amount of an asset may not be recoverable.
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 each item'stheir remaining estimated useful life.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.

F-5
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss).
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Foreign currency transactions
The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than the US Dollar, the Company’s reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange are in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.
All of the Company’s operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency.
F-6
Income taxtaxes
The Company accounts for income taxes pursuant to ASC 740, “Income Taxes”.740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assetsasset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
Financial InstrumentsNet income (loss) per common share
The carrying value
Net income (loss) per common share is computed pursuant to section 2660-10-45 of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
8

JIU FENG INVESTMENT HONG KONG LTD.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED
NOVEMBER 30, 2013 AND 2012
NOTE 1 – ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Summary of SignificantFASB Accounting Policies Cont.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment lossStandards Codification. Basic net income (loss) per common share is recognizedcomputed by dividing net income (loss) by the Company ifweighted average number of shares of common stock outstanding during the carrying amountperiod. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of a long-lived asset exceeds its fair value.
Revenue Recognition
The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition”. ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidenceshares of an arrangement exists; (2) delivery has occurred; (3)common stock and potentially outstanding shares of common stock during the selling price is fixedperiod. There were no potentially dilutive debt or equity instruments issued or outstanding during the three month periods May 31, 2014 and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.2013.
 
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the threequarters ended May 31, 2014 and nine months period ended November 30, 2013 and 2012.

Net income (loss) per share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive securities were issued and outstanding the three and nine month periods ended November 30, 2013 and 2012.2013.
 
Reclassifications
Reclassifications
Certain amounts previously presented for prior years have been reclassified. The reclassification had no effect on net loss, total assets or total stockholders’ deficit.

Recent accounting pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial statements.

NOTE 3 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at May 31, 2014 the Company had current assets, comprising of cash, of $4,988 and current liabilities of $341,145 resulting in a working capital deficit of $336,157. The Company currently has no profitable trading activities and has an accumulated deficit of $713,143 as at May 31, 2014. This raises substantial doubt about the Company’s ability to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
 
9F-7
 
 
JIU FENG INVESTMENT HONG KONG LTD.NOTE 4 – ACCRUED OFFICER COMPENSATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDEDOn April 17, 2013, the Company entered into Employment Agreements with its president, Ms. Yan Li, and its secretary and treasurer, Mr. Robert Ireland. Ms. Yan’s agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000, and shall act as the Company’s Chief Executive Officer.
NOVEMBER 30, 2013 AND
Mr. Ireland’s agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement, Mr. Ireland shall receive an annual salary of $78,000, and shall act as the company’s Secretary and Treasurer.
As at May 31, 2014 a total of $234,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland.
 
NOTE 25 – LOAN PAYABLE - RELATED PARTY TRANSACTIONS
 
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

As of November 30, 2013,May 31, 2014, the Company had a $85,298$107,145 loan outstanding with a shareholder of the Company. The loan is non-interest bearing, due upon demand and unsecured.unsecured.

NOTE 36 – COMMON STOCK
 
The Company has 75,000,000 shares of common sharesstock authorized with a par value of $ 0.001 per share.

No shares of common stock were issued during the three and nine months ended November 30,three-month periods ending May 31, 2014 or 2013.

Total shares outstanding as of November 30, 2013May 31, 2014 were 6,500,000.

NOTE 4 – INCOME TAXES8,500,000.
 
AsNOTE 7– INCOME TAX
Deferred tax assets and liabilities are adjusted for the effects of November 30,changes in tax laws and rates on the date of enactment. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.
At May 31, 2014, after the disposal of its subsidiary Company in fiscal 2013, the Company had net operating loss carry forwardscarryforwards of $388,759 that may be availableapproximately $483,000 which begin to reduce future years’ taxable income through 2029 - 2033. Future tax benefits which may arise as a result of these losses have not been recognizedexpire in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the2034. The deferred tax asset relating to these taxof $164,000 created by the net operating loss carry-forwards.has been offset by a 100% valuation allowance. The change in valuation allowance as of the quarter ended May 31, 2014 was approximately $18,000.

NOTE 58 – SUBSEQUENT EVENTS
 
In accordance with ASC 855-10, “Subsequent Events”“Subsequent Events”, the Company has analyzed its operations subsequent to November 30, 2013May 31, 2014 to the date these financial statements were filed with the Securities and Exchange Commission on July 17, 2014 and has determined that it does not have any material subsequent events to disclose in these financial statements.

 
10F-8
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

Our Business

Jiu Feng Investment Hong Kong, Ltd., (the “Company”,“the “the “Registrant”, “we”, “us” or “our”) was formed on September 29, 2009 under the name Liberty Vision, Inc. On January 27, 2011, theThe Company formed a wholly owned subsidiary, Jiu Feng Media, Inc., an Ontario, Canada Corporation (“LVMI”). The subsidiary was incorporated to facilitate payroll transactionsprovided web development and marketing services for the employees.  LVMI was subsequently disposed of onclients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum.sum, as well as other management operations. On December 16, 2012, the RegistrantCompany changed its name to Jiu Feng Investment Hong Kong, Ltd.Inc. On January 27, 2013, the Company announced the change of their ticker symbol from “LBYV” to “JFIL”.

Jiu Feng Investment Hong Kong, Inc.“JFIL.” On July 24, 2013, the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is a full service web designlicensed to sell, market, and, online marketing agency, providing services such as web designor, distribute certain products pertaining to the health care industry; and to conduct research 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.BioMark’s cancer detection scanning technology.

The Company develops and markets medical products under license from BioMark. The products currently marketed include Bone-Induction Artificial Bone (BIAB) products and Vacuum Sealing Drainage (VSD) products. The Company is also provides a central hub for peoplelicensed to conduct research and small businesses to identify projects, investments and general information on programs designed to reduce pollution, as well as other “green” projects and technologies. The Company’s green operations are initially focused on Asia, where pollution levels are rapidly increasing.
Our current services include:
Website Development and Consulting
Website Design Services
We design websites to suit small business needs, whether it’s a fully interactive flash-driven site or a simple informational page. Our custom design service includes the development of a unique website lookBioMark’s cancer detection scanning technology. In the event that the research and layout that is created specifically for our client.
Website Usability Consulting
Through our website usability consulting services, we help our customers ensure that their website is as intuitive and easy to use as possible for their visitors. Areas we consult on include design and layout, information architecture, easedevelopment of navigation, functionality, accessibility, content and search engine optimization requirements.
11
Website Maintenance
Keeping a website up to date is crucial to ensure effective communication withBioMark’s cancer detection scanning technology provides marketable technology, the website visitors and clientsCompany shall have the right of the business. It also improves the website's search engine optimization if the content is being updated on a regular basis.
Web Analytics Implementation
It is essential to know who is comingfirst refusal to a website, where they are coming from, what keywords they are usinglicense to find the site,market, sell and what they are interested in once they have arrived. Jiu Feng helps with implementation of Google Analytics, a web statistics package that provides all this information.
Web Marketing
Paid Search Advertising
Paid search advertising refers to search engine advertisingdistribute such as Google AdWords (Yahoo and MSN have similar paid search programs available). Search advertisements are targeted to match key search terms (called keywords) entered on search engines. We help our clients manage their search campaigns by:cancer detection scanning technology.

●Selecting targeted keywords and monitoring their effectiveness.
●
Creating relevant ad text that is likely to convert leads into new clients.
●
Structuring and optimizing campaigns for better performance and maximum results.
●
Providing monthly client reporting to communicate the strategies we’ve implemented and recommendations for future improvement.
●
Developing and researching possible new avenues of online marketing to build the new client base.
Online Marketing Review
We provide feedback and recommendations on how to improve areas such as: website design and layout, information architecture, ease of navigation, functionality, accessibility, content and search engine optimization requirements.
Landing Page Development
There are times when an advertising campaign needs to send users to a specific 'landing page' on a website as opposed to the homepage or another general site page. We assist with landing page development which is a must have for any sort of paid search advertising.
Blogging
A blog is an efficient way to improve search engine optimization while encouraging repeat visitors and increasing visitor retention. We can implement a customized blog that blends seamlessly into the design of an existing website.
12
Social & Viral Marketing
Social and Viral Marketing Campaigns
We help companies to create innovative, interactive online campaigns that build brand awareness.
Social Media Consulting
We provide consulting services on social media outlet management, such as corporate Facebook pages and Twitter account updates.
Custom Facebook Page Design
We help ensure that the company’s presence on Facebook reflects the look and feel of the company's brand and website.
Twitter
Maintaining and managing an active and effective Twitter account requires regular attention. Our twitter management services include: monitoring the account and Twitter in general, responding to specific comments from followers, responding to general comments related to our client’s business and adding new followers.
Search Engine Optimization (SEO) Consulting
Keyword Strategy
Proper keyword selection is the foundation of any good search engine effort. We run predictive queries to determine the level of search traffic and go after terms that have sufficient search volume. Potential for conversion is evaluated against the level of search traffic. Our goal is to get the site high quality traffic, not just quantity. We evaluate the competitiveness of the keywords to be targeted. The level of competitiveness of our client’s keywords helps us to evaluate which In-page and Off- page strategies that will be necessary to get results.
In-page Strategy
We review the website to implement changes that are required for the site to rank well for the terms identified in the Keyword Strategy. We examine what impediments are preventing search engine spiders from crawling the site and how they can be rectified.
Content Strategy / Authority Building:
Quality content is one of the fundamental keys to attracting relevant quality links from other sites, and therefore in securing superior search engine rankings. Quality content is the only strategy condoned by Google, Yahoo, and Bing.

13
With the advent of Universal Search, many types of content now exist, and provide opportunities to rank. Some opportunities are:
a. textual content
b. images/picture
c. videos
d. user ratings and reviews
e. widgets and calculators
f. user generated content
g. press releases/news
h. location on a map (Google Local)
When done properly, content is not only distinctive, but can position the author as an authority in his/her space. Being viewed as an authority has many advantages, including the attraction of many more opportunities related to quality relevant links.
Green Technologies and Opportunities

The Company provides a central hub for people looking for projects, investments and general information on programs designed to reduce pollution. Our initial focus is on Asia where pollution levels are increasing and dangerous. Also, together with the Asia-Pacific Partnership on Clean Development and Climate (http://www.asiapacificpartnership.org), we are planning to be directly involved from specific projects to information gathering and web development.
Results of Operations

For the three months ended November 30, 2013May 31, 2014 compared to the three months ended November 30, 2012May 31, 2013

Revenue
We generaterecognized no revenue from sales of website development services. Our gross revenue from web development services forin the three months ended November 30,May 31, 2014 and 2013 was $0 compared to $9,608 for the three months ended November 30, 2012. 

Cost of Revenue
as we have not commenced operations as yet.
 
Our cost of revenues for the period ended November 30, 2013 was $0 compared to $12,062 for the three months ended November 30, 2012. 
Gross Profit (Loss)
We recognized a gross profit (loss) of $0 for the three months ended November 30, 2013 compared to a gross loss of $2,454 for the three months ended November 30, 2012 due to the factors discussed above.
14

Operating Expenses
The major components of our operating expenses for the three months ended November 30,May 31, 2014 and 2013 and 2012 are outlined in the table below:
 
  Three Months Ended May 31, 2014  Three Months Ended May 31, 2013  
Increase
(Decrease)
%
 
          
Professional fees $10,377  $7,069   46.8%
Officer compensation $39,000  $0   100.00%
Other $1,700  $1,072   58.58%
             
Total operating expenses $51,077  $8,141   (527.40%)
  
Three Months
Ended
November 30, 2013
  
Three Months
Ended
November 30, 2012
  
Increase
(Decrease)
%
 
Payroll Expenses $--  $20,669   (100.00)
Professional fees  2,606   2,100   24.10 
Officer compensation  --   6,000   (100.00)
Consulting  16,074   6,000   167.90 
Other  1,355   2,372   (42.88)
Depreciation  --   176   (100.00)
Rent  --   526   (100.00)
Total operating expenses $20,035  $37,843   (47.06)

 
The decrease
4
During the three months ended May 31, 2014, we accrued $39,000 in officer compensation while during the three months ended May 31, 2013 we made no accrual for director compensation. We incurred $10,377 in professional fees for the period ended May 31, 2014 compared to $7,069 for the same period in fiscal 2013. During the three months ended May 31, 2014 we incurred $1,700  in other expenes compared to $1,058 in the three months ended May 31, 2013. These increases in our operating costs for the three months ended November 30, 2013,May 31, 2014, compared to the same period in our fiscal 2012, was2013, were due to the decrease in our corporate activities, payroll expenses, and the decrease in expenses related toaccelerated implementation of our business plan. During the three-month period ended November 30, 2013, we had no full-time employees compared to twoplan in the same period in fiscal 2012; therefore our payroll expenses were decreased by $20,669. We incurred $2,606 in professional fees for the period ended November 30, 2013 compared to $2,100 for the same period in fiscal 2012.
The President of the Company provides management consulting services to the Company. During the three months ended November 30, 2013, management consulting services of $16,074 (November 30, 2012: $6,000) were chargedMay 31, 2014 as compared to operations.the three months ended May 31, 2013.
 
Other expenses represent bank charges, filing fees, office and travel expenses. The decreaseincrease in these costs was attributable to changes in our business plan and general corporate activities.

During the three months ended November 30, 2013, the Company incurred a depreciation expense of $0, compared to $176 for the same period in our fiscal 2012.
 
Net Loss
For the three months ended November 30, 2013,May 31, 2014, we recognized a net loss of $20,035$51,075 compared to a net loss of $40,544$8,141 for the corresponding period in 2012.  The decrease in net loss was primarily due to decreases in operating expenses.
For the nine months ended November 30, 2013 compared to the nine months ended November 30, 2012

Revenue
We generate revenue from sales of website development services. Our gross revenue from web development services for the nine months ended November 30, 2013 was $0 compared to $104,157 for the nine months ended November 30, 2012. 
Cost of Revenue
Our cost of revenues for the period ended November 30, 2013 was $0 compared to $38,027 for the nine months ended November 30, 2012. 
15

Gross Profit (Loss)
We recognized a gross profit (loss) of $0 for the nine months ended November 30, 2013 compared to a gross profit of $66,130 for the nine months ended November 30, 2012 due to the factors discussed above.
Operating Expenses
The major components of our operating expenses for the nine months ended November 30, 2013 and 2012 are outlined in the table below:
  
Nine
Months Ended November 30,
2013
  
Nine
Months Ended November 30,
2012
  
Increase
(Decrease)
%
 
Payroll Expenses $-  $90,372   (100.00)
Professional fees  21,017   35,541   (40.87)
Officer compensation  -   18,000   (100.00)
Consulting  37,404   18,000   107.80 
Other  4,519   18,596   (75.70)
Depreciation  -   528   (100.00)
Rent  -   1,393   (100.00)
Total operating expenses $62,940  $182,430   (65.50)
The decrease in our operating costs for the nine months ended November 30, 2013, compared to the same period in our fiscal 2012, was due to the decrease in our corporate activities, payroll expenses, and the decrease in expenses related to implementation of our business plan.  During the nine-month period ended November 30, 2013, we had no full-time employees compared to two in the same period in fiscal 2012; therefore our payroll expenses were decreased by $90,372. We incurred $21,017 in professional fees for the nine months ended November 30, 2013 compared to $35,541 for the same period in fiscal 2012.
The President of the Company provides management consulting services to the Company. During the nine months ended November 30, 2013, management consulting services were $37,404 (November 30, 2012: $18,000) were charged to operations.

Other expenses represent bank charges, filing fees, office and travel expenses.  The decrease in these costs was attributable to changes in our business plan and general corporate activities.

During the nine months ended November 30, 2013, the Company incurred a depreciation expense of $0, compared to $528 for the same period in our fiscal 2012.

During the nine months ended November 30, 2013, the Company incurred rent expense of $0, compared to $1,393 for the same period in our fiscal 2012.
Net Loss
For the nine months ended November 30, 2013, we recognized a net loss of $62,940 compared to a net loss of $118,334 for the corresponding period in 2012.  The decrease in net loss was primarily due to decreases in operating expenses.
16
 
Liquidity and Capital Resources

Working Capital

 November 30, 2013  February 28, 2013  
May 31,
2014
  
February 28,
2014
 
Current Assets $4,986  $5,000  $4,988  $4,986 
Current Liabilities $86,759  $23,833  $341,145  $290,068 
Working Capital $(81,773) $(18,833)
Working Capital Deficit $(336,157) $(285,082)

Cash Flowfor the ninethree months ended November 30, 2013May 31, 2014 compared to the ninethree months ended November 30, 2012May 31, 2013
 
The table below, for the periods indicated, provides selected cash flow information:

  
Nine Months Ended
November 30, 2013
  
Nine Months Ended
November 30, 2012
 
Cash (used in) operating activities $(62,940) $(84,006)
Cash provided by (used in) investing activities $-  $- 
Cash provided by financing activities $62,926  $36,000 
Net (decrease) in cash $(14) $(48,006)
  
Three Months
Ended
May 31, 2014
  
Three Months
Ended
May 31, 2013
 
Cash provided by (used in) operating activities $(13,536) $(8,141)
Cash used in investing activities $-  $- 
Cash provided by financing activities $13,538  $8,127 
Net increase (decrease) in cash $2  $(14)
 
DuringThe Company may raise additional capital through the next 12 months we intendsale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to increase our revenues by offering other servicesgenerate sufficient capital to our existing clients, including paid search advertising, social and viral marketing, blogging, and search engine optimization. These services willexecute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide additional cash inflowthe opportunity for our working capital.the Company to continue as a going concern. There is no guarantee that our clientsthe Company will sign up for one or more ofbe successful in achieving these services. In this case we will retain website development services and equity financing as our primary sources of financing our operations.
objectives.
 
Cash Flows from Operating Activities
Our net cash used in operating activities decreasedincreased by $21,066$5,395 in the ninethree months ended November 30, 2013May 31, 2014 compared to that in the ninethree months ended November 30, 2012,May 31, 2013, representing a decreasean increase of 25.08%66.27%. The decrease ofincrease in net cash used in operating activities was primarily the result of our net income plus non-cash charges, such as depreciation and amortization. Cash flows resulting from changes in assets and liabilities include decrease in accounts receivable, prepaid expenses, income taxes payable and payroll taxes payable and increase in accounts payable and accrued liabilities and amounts due to related party. The decrease in accounts receivable was mostly due to collection of amounts due from clients as of February 29, 2013. The decrease in prepaid expenses was due to utilizing of the payroll tax credit from 2011 and reduction of the prepaid expense to a transfer agent. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurrednet loss from $8,141 in the three months ended May 31, 2013 to $51,075 during the ninethree months ended November 30, 2013 that remained unpaid atMay 31, 2014, a reduction of $1,461 in our balance  of accounts payable during the end ofthree months ended May 31, 2014 and a $39,000 increase in our accrued officer compensation during the reporting period.three months ended May 31, 2014.
5
 
Cash Flows from Investing Activities
We did not generate or use any cash from investing activities during the ninethree months ended November 30, 2013May 31, 2014 and 2012.2013.
 
17
Cash Flows from Financing Activities
Our cash provided by financing activities increased from $36,000$8,127 for the ninethree months ended November 30, 2012May 31, 2013 to $62,926$13,538 for the ninethree months ended November 30, 2013, representing an increaseMay 31, 2014. In both periods, cash was provided by way of 74.79%, which was dueloan from related party. The increased advance during the three months ended May 31, 2014 reflected the additional funding required by the Company to a related party loanfinance its cash used in operating activities.in the amount of $62,926.
quarter.

Future Financings
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
 
Recent Accounting Pronouncements
 
See Note 2 to the Financial Statements.
 
Off Balance Sheet Arrangements
 
As of November 30, 2013,May 31, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
ITEM 4. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
 
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
 
 
186
 
 
PART II – OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS.
 
CurrentlyWe were not subject to any legal proceedings during the three months ended May 31 2014 and 2013 and currently we are not involved in any pending litigation or legal proceeding.
 
ITEM 1A. RISK FACTORS.


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.No unregistered sales of equity were completed in the three months ended May 31, 2014 or 2013.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.No senior securities were issued and outstanding during the three months ended May 31, 2014 or 2013.
 
ITEM 4. MINE SAFETY DISCLOSURES.
 
Not applicable.
 
ITEM 5. OTHER INFORMATION.
 
None.
 
 
197
 
 
ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report:
 
EXHIBIT
NUMBER
 DESCRIPTION
   
31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
101.INS ** XBRL Instance Document
   
101.SCH ** XBRL Taxonomy Extension Schema Document
   
101.CAL ** XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF ** XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB ** XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document

_______________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
208
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 JIU FENG INVESTMENT HONG KONG LTD 
    
Dated: January 21,Date: July 18, 2014
By:/s/ s/ Yan Li 
  Yan Li 
  President and Director 
 
 
219