**UNITED STATESSECURITIES  AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 10-K**

**[X]** ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended **February 28, 2011**

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTFor the transition period from _________ to ________

Commission file number: **000-53712**

**BIOFLAMEX CORPORATION**(Exact name of registrant as specified in its charter)

| **Nevada**                                                     | **Pending**                          |
|----------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|                                                           |                                 |
| **Christiansvej 31, 2920 Charlottenlund, Denmark**             | ________                             |
| (Address of principal executive offices)                       | (Zip Code)                           |

Registrant’s telephone number: **646-233-1310**

Securities registered under Section 12(b) of the Exchange Act:

| Title of each class | Name of each exchange on which registered |
|---------------------|-------------------------------------------|
| **None**            | **not applicable**                        |

Securities registered under Section 12(g) of the Exchange Act:

Title of each class**Common Stock, $0.001 par value**

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. **Yes  [  ]   No  [X]**

Indicate by check mark if theregistrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act. **Yes  [  ]   No  [X]**

Indicate by checkmark whether theregistrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the proceeding past 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.**Yes  [  ]   No  [X]**

Indicate by check mark whetherthe registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceeding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). **Yes  [  ]   No  [X]**

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Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. **[ ]    **

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. 

| Large accelerated filer [  ]                                                        | Accelerated  filer  [  ] |
|----------------------------------------------------------------------------------------------------|----------------------------------------------|
| Non-accelerated filer [  ]  (Do not check if a smaller reporting company) | Smaller reporting company  [X]     |

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).**Yes  [  ]   No  [X]**

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter. **Unavailable**

Indicatethe number of shares outstanding of each of the registrant’s classes of commonstock, as of the latest practicable date.  **92,466,667 as of March 16, 2011.**

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**TABLE OF CONTENTS**

|     |                                                                                                                  | Page   |
|----------|-----------------------------------------------------------------------------------------------------------------------|--------|
|     | PART I                                                                                                                |   |
| Item 1.  | Business                                                                                                              | 4      |
| Item 1A. | Risk Factors                                                                                                          | 19     |
| Item 1B. | Unresolved Staff Comments                                                                                             | 19     |
| Item 2.  | Properties                                                                                                            | 19     |
| Item 3.  | Legal Proceedings                                                                                                     | 19     |
| Item 4.  | (Removed and Reserved)                                                                                                | 19     |
|     | PART II                                                                                                               |   |
| Item 5.  | Market for Registrant’s Common Equity and  Related Stockholder Matters and Issuer Purchases of Equity Securities | 19     |
| Item 6.  | Selected Financial Data                                                                                               | 22     |
| Item 7.  | Management’s Discussion and Analysis of  Financial Condition and Results of Operations                           | 22     |
| Item 7A. | Quantitative and Qualitative Disclosures About  Market Risk                                                           | 24     |
| Item 8.  | Financial Statements and Supplementary Data                                                                           | 24     |
| Item 9.  | Changes In and Disagreements With Accountants  on Accounting and Financial Disclosure                                 | 25     |
| Item 9A. | Controls and Procedures                                                                                               | 25     |
| Item 9B. | Other Information                                                                                                     | 27     |
|     |                                                                                                                  |   |
|     | PART III                                                                                                              |   |
| Item 10. | Directors, Executive Officers and Corporate  Governance                                                               | 27     |
| Item 11. | Executive Compensation                                                                                                | 29     |
| Item 12. | Security Ownership of Certain Beneficial Owners  and Management and Related Stockholder Matters                       | 31     |
| Item 13. | Certain Relationships and Related Transactions,  and Director Independence                                            | 32     |
| Item 14. | Principal Accountant Fees and Services                                                                                | 32     |
|     |                                                                                                                  |   |
|     | PART IV                                                                                                               |   |
| Item 15. | Exhibits, Financial Statement Schedules                                                                               | 33     |

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** PARTI**

**Item 1.   Business **

**CorporateHistory**

Up to January 25, 2011, we were anexploration stage company engaged in the acquisition and exploration of mineralproperties. On March 18, 2008, we entered into a mineral property purchaseagreement with Laurence Stephenson to acquire a 100% interest in a mineralclaim known as the Emmy Claim located in the Emory Creek area of the NewWestminster Mining Division, British Columbia, Canada. This claim expired onJanuary 25, 2010 and was re-staked on February 4, 2010 by Teuton ResourcesCorp. (“Teuton”). We entered into a Letter and Trust Agreement with Teutondated February 4, 2010 and paid Teuton Cnd$500 to hold the re-staked Emmy Claimin trust for us. 

The Emmy Claim is in good standinguntil February 4, 2011. As a result of our recent acquisition of certainintellectual property related to the business of fire extinguishing and preventionproducts, however, we have decided to pursue that new line of business and allow the EmmyClaim to expire in February, 2011.

**Business Overview**

We are now in the business of developing, producing, andmarketing high performance fire extinguishing and prevention products that arebased on environment friendly and biological formulations. We have changed ourname to Bioflamex Corporation to reflect our new line of business.

We intend to build a leading position within the niche ofenvironmentally friendly fire fighting and prevention solutions in the UnitedStates and internationally, both through organic growth and the acquisition ofcomplementary companies and patents. We believe the time is right for ourproducts. The general emphasis on environmental protection and the increasedfocus on health hazards in chemicals used in conventional fire fightingproducts paves the way for the substitution of chemical-based fire combatantproducts with “greener,” non-harmful products. 

Fire extinguishers available on the market today mainly usedry chemical powder, chemical foam, CO2 or halon type of gaseous media asbases. These products in general will extinguish fires with a varying efficacy,but most also contain chemical substances that harm the environment or composea hazard to people. In addition, they can be messy and damage metals(corrosion), increasing the collateral damage. Our products offer water-basedclean alternatives which are completely harmless to humans and the environment,and are non-toxic. Combined with their exceptional extinguishing characteristics,we believe these products point to the future of professional and personal firefighting. In conventional forest fire fighting, the primary media is waterwhich offers good extinguishing power, but has some drawbacks: it must be usedin large quantities; it evaporates relatively quickly; and has a short lifespanin hot environments. Chemical AFFF foams and agents are often used to enhancethe fire extinguishing or retardant capabilities, but these chemicals affectthe environment and leave long-lasting toxic residue. The toxins found in foamsaccumulate in the food-chain and are detectable in human organs. We believe ourproducts will have no such negative effect upon life.  

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We are in the final stages of testing and development of ourproprietary range of products. Our goal is to develop 5-10 unique productformulations and application concepts covering fire fighting and fireprevention. We intend to market our products under the trademarks Bioflamex® and SAFIRE®. Ourgoal is to penetrate the key United States and international markets with our“clean” fire extinguishing products and fire retardants. 

We are currently preparing and submitting United States andinternational patent applications for our product concepts to ensure thesecurity of our intellectual property rights and enhance the market response toour product propositions. We hope to build a solid portfolio of intellectualproperty within the industry that can be licensed to third parties. We arecurrently in the process of applying for patents on our revolutionary productsand processes. 

We are also preparing the materials necessary to completethe necessary tests, approvals and certifications in the United States and keyinternational markets, that are the prerequisite for sales and marketing. Withthese approvals and certifications, we hope to gain a solid geographicalpresence in the United States, key markets in Europe, the Middle East and partsof Asia.  We intend to work through distribution partners, agents and/orlicense holders, and through that presence achieve strong sales with theconsumers, professional, business, industrial and government service marketsegments. 

**Our Products**

We own the flag-ship brandsSAFIRE® (a long-lasting fire retardant that can be safely used on any surface)and Bioflamex® (a biodegradable, fast-acting, PFC-free fire extinguishing foamspray). These products can be sold to governments, professional clients,businesses and private users, and can be used in a wide variety of situationsfrom ranging from small stove fires to oil and forest fires. 

Our products can be divided intotwo main product types: fire extinguishers (fight fires once they start) andfire retardants (fight fires before they start). Our product range is set forthin the figure below. The scope of business covered by the product rangeis diverse and targets professional markets, business to business markets andconsumer markets across the globe. 

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Of the various industry segments,  we intend to focus our business on biological fire fighting. The table below  depicts the various industry segments, those industry segments we intend to  engage in, and the types of extinguishers and retardants we expect to develop  in those segments. 

****

Given that most current firefighting- and prevention methods contain toxins and chemicals that can harmhumans, animals, and entire ecosystems, there is a real market requirement formore eco-friendly fire fighting methods.  In that space, there are smallnumber of independent companies, usually limited in geographic scope andcharacterized by entrepreneurship and a limited product range. We believe thatwe are well-positioned to take a significant role in a relatively new “clean”niche of the market.  We intend to capture market share by organic growth andfrom acquisitions to make us the foremost player in this segment. 

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***Extinguishers***

Small Scale Extinguishers:

Bioflamex aerosol spray is a water-based portable fireextinguishing product that has been designed to put out oil and grease fires. Wehave dubbed the concept as “the Red Bull of the fire fighting industry.” Bioflamexhas been developed as a user friendly, efficient and safe supplement to conventionalfire fighting means. Anyone can easily use Bioflamex to quickly and efficientlyextinguish dangerous and potentially fatal frying oil or cooking fat kitchenfires.

Bioflamex has been in development for a considerable periodof time. Following a series of trials and tests the developers have created theperfect combination of the extinguishing media, the bottle, the nozzle, thepropellant and the pressure.

The extinguishing media is based on a biological formulathat is composed of a mix of water, natural potassium, salt combinations andplant root extracts in combinations with a concentrated foaming agent. Thecontents are under pressure in the can and the propellant is carbonic acid.

Bioflamex is characterized by its significant “clean”extinguishing performance, as well as easy and convenient handling. Thebiological formulation provide some benefits outside the pure extinguishingattributes, namely the benefits of less collateral damage and clean-up afteruse. It is non-toxic, non-corrosive and bio degradable.

The Bioflamex formula provides 2 significant performancecriteria: The biological additive ensures quick knock-down of flames; and thespecial foam formulation creates a cover that prevents re-ignition of flames,especially relevant when combating oil based fires. 

It is expected that Bioflamex will be produced in 2different sized bottles:

·        650 ml for home and professional use in conjunction with cooking(kitchens, grill)

·        800ml for use in boats, cars, camping etc.

In the smaller bottles for kitchen use, the product containsa heavy PFC-free foam concentration which is developed to tackle Class F/K firetypes, i.e. frying oils and fats used in conjunction with cooking.

The larger 800ml bottle is ideal for more all-roundemergency/first response extinguishing use. It contains a smaller amount offoam, and is suited for engine fires in cars/boats and Class A/B fire types,i.e. on dry matter such as textiles, wood etc.

Consequently, the Bioflamex products can be targeted towardsboth the private consumer market as well as small businesses.

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The product highlights are as follows:

| - An easy way      to extinguish even deep frying oil fires quickly. One bottle of Bioflamex will      extinguish a 365 degrees celcius deep frying oil pan on fire in 2-5 seconds.
- The      same performance applies to an oil fire in an engine, e.g. on a boat or in a      car. The bottle is easy to handle and use as it works as a normal aerosol      bottle.
- Security      against re-ignition. Bioflamex contains a combination of a fire extinguishing      media and PFC-free foam, thus both putting out the fire and preventing      re-ignition, by creating a protective layer on the surface of the oil.
- Less property      and material damage. Bioflamex is safe to use and contains no corrosive      ingredients, as opposed to certain chemical extinguishing media. This prevents      serious damage to metals, e.g. in kitchens and engines.
-  Easy      clean-up. Bioflamex can be removed by using ordinary cleaning products and      requires no special safety precautions. This also reduces the potential total      costs of a fire.
- An biological      solution. Bioflamex contains a biological extinguishing media, based on a      combination of natural salts and plant extracts. This reduces the environment      impact as 98% of the media is biodegradable within 7 days. The propellant is      carbonic acid known from sparkling water.
- PFC-free foam      that reduces the environmental impact and reinforces the uniqueness of this      versatile and effective remedy against kitchen and car fires. 

  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|

We believe this product is an ideal and vital product forprivate households, and boat and car owners for the growing United Statesmarket. It is the right product to always have handy in the kitchen, in theboat, in the auto camper or in the car.

Large Scale Extinguishers:

Our large-scale extinguishing products provide a viable andsustainable alternative to conventional products in terms of performance,environment and health. They have been tested extensively by professionalinstitutes, and have proven to be radical improvement over extinguishersavailable on the market today.

Using the same base formulations of biological additives andfoam, BioflamexCorp will also enter the market for conventional fire-sizedextinguishers, i.e. the 2, 3 and 6 liter EN-3 types. 

The formulation ensures effective extinguishing performanceagainst Class A, B and C fires, providing a broad base of usage in circumstancessuch as small wildfires and urban residential buildings.

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Ideal users would be businesses, offices, hotels and publicspaces where fire regulations dictate fire extinguishers as part of the generalfire safety and emergency plan. 

We believe the biological water based extinguisher type willgain market share and revenue on account of substitution for existing chemical foamand chemical powder extinguishers.

Bulk Extinguishers:

The bulk products will be formulated to suit large-scaleextinguishing tasks such as fighting fires on professional equipment andtankers, or forest fire fighting. 

The solutions can be tailored to fit various needs of professionalfire fighting organizations and large business operations, forest fire fightingand prevention, chemical compounds, oil and gas installations and storage facilities.

The extinguisher formulations have proven to be extremelyefficient in fighting heavy fuel fires, such as diesel oil, petroleum and jetfuel, especially in combination with systems like IFEX. Since the properties ofthe product enable the use of less fluids to put out a fire it reduces damageto machines and property.

Through a series of tests, the products demonstratedunparalleled extinguishing power, reducing both the consumption of solution,collateral damage and the burden on the environment. Some examples are asfollows:

- A mock-up aircraft-engine fire was extinguished with only 13    liters of foam in under 120 seconds.
- A full blaze car fire was extinguished with only 7 liters of foam    in under 2 minutes.

These cases show Bioflamex can provide users dramaticreductions in direct costs of operations, both in terms of manpower andmaterials.

The biological ingredients are non-toxic and non-corrosive,posing no threat to human beings. In gaseous form they can even act as directreplacement of Halon and other chemical substances.

In various formulations, Bioflamex’s bulk extinguishers canbe used for:

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- Oil and gas industries (class A, B, C, D and K fires)
- Professional systems for Fire brigades
- Wood and forest fires (class A, C)
- Rubber fires
- Trains and busses
- Furniture and textiles
- Natural gas and oil plants
-     Telecom facilities
- Industrial machines
- Shipping

***Fire Retardants***

Industrial retardants:

A fire retardant inhibits fire from being nurtured intextiles, wood, insulation materials etc., and therefore obstructs fires fromerupting or spreading. Many different industrial types of fire retardants existtoday, but many contain chemicals or compounds that may be harmful to people,the environment or materials - bromides have been banned due to some of these reasons.

Every year over thousands are killed or seriously wounded infires. Often fires are caused by cigarettes, decorations, open fire or electricalmalfunctions. The typical places for fires to start are in kitchens, livingrooms, meeting rooms and bedrooms, where furniture or textiles catch fire. Therisk of a fire is especially pronounced during Christmas, where the use ofcandles and dry decorations are a real threat. 

|  | We will market our industrial retardants under the brand      name SAFIRE®. Due to their effectiveness and harmless eco-friendly components, SAFIRE®      fire retardants can ensure that a damaging fire becomes a less likely event      both at home and in the office. 

All SAFIRE® products are based on 100% biological        components, which contain fire inhibiting capabilities. This makes it possible        to treat textiles, wood and insulation materials in a safe and environment        friendly way. SAFIRE® not only slows down the spread of fire, but in most instances        completely prevents ignition. 

The active ingredients are mainly composed of salt        combinations and extracts. The remaining substance is water, used to ensure        that the active ingredients are absorbed in the fibers or mass. 

We are developing our industrial fire retardants to fit most        scales and production circumstances; from furniture in the home, to industrial        protection of warehouses filled with textiles, insulation, construction    materials, and pulp, paper and wood. |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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Forest Fire Prevention Retardants:

Forest fires are certain to proliferate in the comingdecades, due to climate changes especially in the United States, Spain, Greece,France, and Australia.

The number of wildfires in the United States range from 60,000-75,000annually costing more than US$1.4 billion in direct damages, but long termeffects on ecosystems and personal lives are far beyond that number

In the past few years, California has experienced a numberof fires, with increasing intensity and property damage. In 2008 alone,extensive wildfire events led to both civilian casualties and casualties amongstthe fire fighting units combating the fires, and led to State of Emergencycalled by the President. Such events are recurring and have an ever morepronounced effect on the environment and urban planning, as fires draw closerto urbanized/residential areas.

For most government agencies in the United States andglobally, the emphasis has now been put on prevention of forest wildlife firesto erupt, and improved preventative measures to reduce risks, especially in“high seasons” of March, July and August. 

We will provide an eco friendly and highly effectivesolution to promote better forest fire prevention. The company is working onseveral levels to develop new methods to enhance fire protection in the highrisk areas, and to improve protection of residential/industrialcompounds/facilities.

We hope to develop the following:

- Biological    fire retardant that is effective for up to 2-3 months after application to    vegetation, acting as passive “fire barriers” that can protect areas of    high risk. It is the intention that forest fire services can utilize the    product before fire breaks out, for example covering areas around camping    sites. The product is also intended to be used to reinforce safe zones and    fire breaks as the event unfolds.
- A    residential concept where garden facility services companies offer to    protect the perimeter of private or business compounds, by spraying the    fire retardant onto vegetation around perimeter at relevant intervals. 
- A    business concept where the fire retardant is used in fixed detection and suppression    systems, that protect sensitive installations such as mobile antennas    located in forest areas, to reduce commercial loss in the event of fires 

Internationally, wildfires compose an equally threateningphenomenon. It is believed that in Spain alone, the incidents will increasefrom about 25,000 fires a year up to about 50,000 in a years to come due todryer and warmer climate – or if the number of incidents do not escalate, thenthe intensity is believed to increase with larger burnt area per fire incident.“Desertification” is a real threat to many areas as a result of this,contributing to further climate warming in local and regional areas. The sametrend is applicable to Australia, which has experienced an increasing number ofuncontrollable wildfires that approach urban areas such as Melbourne andSydney, causing extensive damage and casualties.

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**Patent Applications**

We are in the process of submitting a host of patentapplications to enhance our intellectual property rights and marketingopportunities.

In general, we operate within the following categories:

|   | -         Fire fighting category – fire extinguishing products |
|--------|------------------------------------------------------------------------------------------------------------------|

|   | -         Fire prevention category – fire retardant products |
|--------|----------------------------------------------------------------------------------------------------------------|

Our main products have a base consisting of biological waterbased solutions, either by itself or in combination with specialized foamtypes. 

We work with a range of key partners for product developmentand production: 

- Solberg    Foams in Norway (foam development and sourcing)
- Samson    Enviro in Denmark (biological base sourcing)
- Dansoll    in Denmark (production of aerosols)
- PL    Brandteknik (product development consultancy)
- Prime    Solutions in Spain/US (Sentinel fire detection and suppression system)
- Paper    Manufacturer TBD (fire protected cardboard boxes)
- Insulation    Manufacturer TBD (fire protected wall/roof insulation and panelling)

The outcome of our product development efforts will resultin BioflamexCorp taking full or partial intellectual property rights on productconcepts and formulations. Below is a summary of the most imminent patentapplication we would like to submit to ensure protection of those rights. Thefirst two could be submitted as one general application, as the basicformulations are more or less the same, except that foam concentrations vary.

- *Bioflamex     Extinguishing Foam Spray (Aerosol) for Kitchen Use*

The Patent Application Number 1100255.7 registered at theIntellectual Property Office (IPO) at Concept House, Cardiff Road, Newport,South Wales, United Kingdom covers this patent. We are currently in the processof filing a counterpart patent with the United States Patent and TrademarkOffice (USPTO).  

Basically, the kitchen related Bioflamex product consists of88% biologic water based fire extinguishing solution (appx 40% activeingredients, 60% water) combined with a 10-15% eco-friendly foam concentrate.

This formulation is designed to generate knock-down on evenhigh temperature oil/fats fire and prevent reigniting, as the foam forms aprotective layer allowing the liquid to cool down. 

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The packaging itself also contain a special process,utilizing recycled CO2 for the pressurization, a special nozzle for thedistribution of extinguishing liquid and foam and a low pressure level, whichis designed to avoid exaggerated splashing of the burning liquid.

- *Bioflamex     Extinguishing Foam Spray (Aerosol) for General Use*

As above, but with less foam, higher pressure and adifferent nozzle for longer range. 

- *SAFIRE     Forest Fire Break Solution*

This is a water based biological solution with activeingredients (appx 60% water and 40% salts, citric compunds, naturalpolymers/binders) designed to protect live vegetation against ignition. Patentapplication is in the process of filing at IPO/UK and USTPO/USA.

The salts and citric compounds are designed to slow down orprevent ignition of the vegetation. The polymer/binder has the purpose ofensuring that the retardant stays on vegetation for up to 2 months, and thusenabling the product to be used as a preventive measure around facilities inareas prone to fires.

The purpose of the product is to create or enforce firebreaks, which will slow down or hinder spread of forest fire. The applicationcan be by ordinary tenders (tankers with hoses) airplane or other dispersementsystems.

- *Fire     Protected Cardboard Boxes (with Partner)*

This product concept is for implementation into theproduction process of carton and paper materials. Patent application is inprocess of filing at IPO/UK and USPO/USA.

The water based fire retardant is mixed with the paper pulp(replacing water) and thus creating en end product that is fire protected to beused, for instance, with storage boxes. 

We anticipate this concept will be completed in collaborationwith a manufacturer of carton and paper products.

- *Fire     Protected Wall and Ceiling Insulation (with Partner)*

As above, the main difference being that the retardant willbe mixed with a mix of base materials. Patent application is in process offiling at IPO/UK and USPO/USA.

- *Sentinel     Fire Detection & Suppression System*

We intend to take over the rights for the integrated Sentinelsystem from Prime Solutions in Spain, with its proprietary system for detectionof wildfire in the vicinity of compounds/installations in forests, and theprotection of these units by deployment of SAFIRE Frest Fire Break Solution.

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**Approvals and Certifications**

We are in the process of filing forUL approvals and Government Dep’t endorsements (USFA, NFPA, CAL FIRE) for the UnitedStates, covering the Bioflamex aerosols and also bulk extinguishers. Inaddition to this, TÜV certification of aerosols covering Europe shall beobtained.

We will be initiating the BritishStandards approvals process for textile and pulp as soon as R&D work withSolberg Foams is completed. 

EN3 certification of standardextinguishers must also be initiated for the EU. 

Forest Fire certifications andapprovals will be obtained gradually as we target markets; the U.S. (mainlyCalifornia) and Spain will be the first focus-markets for the approvals.

The following table showsspecifically where we are at in the approval and certification process.

| *Bioflamex*          | We  are in the process of obtaining UL approval for sales in the United States,  which takes 3-6 months. We are contemplating the British Standard as well as  TÜV, which is a faster process (2-3 months). NFPA (United States) endorsement  is also a key to success. |
|----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *Extinguishing Foam* | Must be UL certified in US and EN3 certified for normal  extinguishers in EU. Both take 3-6 months.                                                                                                                                                                          |
| *Forest Retardant*   | Must be tested and approved by  United States (CAL FIRE), Greek, Spanish and Russian Forest Fire Authorities  for use in forest fire fighting. Will take 3-6 months, depending on timing  for initial demonstrations.                                                        |
| *Retardant*          | Needs UL and DIN4102/BS5852  approval and certification. Takes 3-6 months.                                                                                                                                                                                                   |

In addition to the above, any number of local and/orregional approvals may be necessary for the markets we aim to penetrate, as isthe case in states like California, countries like Russia and the individualCIS countries, and even some countries in EU (France for example).

**Product Production**

We intend to use a number ofpartners to develop and manufacture our products.  These partners include thosethat follow in this section. In order to successfully reach our objectives,a number of tests, demonstrations, approvals and certifications must becompleted successfully during the coming 3-6 months.

We intend to enter into exclusivecollaboration and production agreements with SamsonEnviro A/S, Solberg A/S andDansoll A/S, Denmark for the development of a range of versatile andmultipurpose retardant and extinguishing formulations.

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***Samson Enviro A/S***

The core biological formula hasbeen developed by SamsonEnviro and shall form the basis for the water basedbiological additives mixed with water. 

This base formula composes thebackbone for proprietary washable textile retardants, forest fire protectivesolutions, non-flammable paper/carton products and the various types of extinguisherproducts we intend to produce and market. SamsonEnviro delivers theready produced base formula that we intend to use in our products. Allingredients are supplied by larger and reliable manufacturers.

The collaboration agreement is in verbal form at thepresent, and covers the direct transfer of rights of base formula to BioflamexCorp in exchange of common stock. This agreement will be formalized and signedwhen the Bioflamex Corporation has been duly formed as legal entity.

***Dansoll A/S***:

Dansoll manufactures over 3,000,000 aerosols per annum, andcan easily expand operations in current location and also abroad. The primarysuppliers of cannisters and nozzle system have capacity that supercedes anyneed in the distant future.

The main exclusive collaboration agreement will comprise themanufacturing of Bioflamex products in aerosols both 650ml and 800ml versions.Dansoll will conduct mixing of ingredients, purchase of bottles and nozzlesystems, pressurization and packaging, using their proprietary technology forusing CO2 as propellant.

This is currently a verbalagreement to be formalized and signed when the Bioflamex Corporation has beenproperly formed and listed.

***Solberg Foams A/S***

In addition, we believe thedevelopment of specialized non-PFC foams in collaboration with Solberg willlead to a range of unique fire extinguishing products, such as the kitchenspray extinguisher and water based, biological foam solution for hand heldextinguishers and use in fire truck tenders. Solberg foams are readilyavailable and we have a large and reliable network of collaboration partners.

To this effect, we have enteredinto an exclusive collaboration with Solberg Foam for the development ofspecial PFC-free foams for our Bioflamex foam extinguishers. The agreementprovides that all rights for the developed foam types shall be transferred to usin return for shares of our common stock. This is currently a verbal agreementto be formalized and signed when the Bioflamex Corporation has been properlyformed and listed.

In addition to the development offoams, we have entered R&D collaboration with Solberg speclialists toenhance the base formula in terms of extinguishing capabilities, especially toimprove the fire “knock-down” effect of the formula. We hope this work willtranslate into the completion of the new formulations for Bioflamex aerosolextinguishers and the completion of patent application, as well as thecertification for EN3 extinguishers.

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In addition, this collaborationshould enhance the product attributes on forest fire protection, especially theactive duration after application to vegetation, and will be essential fordesigning paper pulp and biological insulation materials.

This additional R&D work isbased on same terms as the work on foams. According to plan, it shouldtranslate into completion of the product line for industrial use as well asforest fire fighting, and shall form the basis of 2-3 patent applications.

***Partnerships for IndustrialDevelopment***: 

We are working with two insulationmanufacturers and one paper/carton manufacturer to complete trials ofindustrial-level fire retardants. This work will take 3-6 months to completeafter the work with Solberg has been completed, and should result in 1-2 patentapplications. 

In addition, development of awashable fire retardant for textiles (especially beddings) should open up forcollaboration with industrial linen service companies, as the likes ofBerendsen and gain access to hospitals, hotels and prisons to mention a few institutionalclients. 

***National Fire Departments***: Upon completion of formula work, critical testingwill be conducted in collaboration with fire departments in the United States(California, Chicago and New York initially and with other states/cities to be addedlater), Denmark, Spain and Greece.

**Distribution**

The company will use a number of distribution channels anddistribution partners, depending on the type of product, market segment andregion. In some cases, we have already secured verbal agreements withdistributors and end user outlets, which we expect to be formalized in the nearfuture.

Distribution in the United States will be determined by thecertifications/approvals obtained, but we are in dialogue with networks thathave been developed over the years that we believe will open the distributionschannels to government and retail targets.

The main focus will be on establishing contracts with stronglocal, regional or multinational companies, such as UPC (KIdde, Chubb) or Tyco(Tyco, Ansul, ADT) with a commanding relationship to government departments,fire fighting purchasing departments, large distributing channels and/orbusinesses.

In some instances we will enter collaboration on allproducts with one partner for a country or region, and in others multipledistributors will operate individual sectors, depending on the nature of themarket and the positioning of partner companies.

We intend to have our sales personnel primarily servicingthe distribution partner as key account managers; however some keymultinational companies will be approached and handled directly by management.

16

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At the present, we have discussed preliminary ExclusiveDistributor/Agent agreements ready for execution with companies covering UnitedStates and regions such as India, UAE, Kuwait, Egypt, Saudia Arabia. Partnersfor certain sectors and/or regions in EU and Asia have also been identified andsoft negotiations initiated.

***Consumer / Retail***

The main product for the Retail/Consumer segment is theBioflamex extinguisher, which we believe holds a global potential (“The RedBull of fire fighting”).

The key to the distribution strategy is to gain access toconsumer outlet networks as well as semi-professional / specialty outlets. Thedistribution and marketing will initially be conducted through the networks’own marketing programmes/media towards potential end users. 

As an example, the Automobile Owners’ Associations in the UnitedStates counts more than 50,000,000 members and publishes web content andmagazines directed at its members. In EU the same applies, counting more than40,000,000 members and publishing magazines that have circulations of more than7,000,000 copies monthly or quarterly depending on the country/region. Thiscomposes a strong promotion vehicle for the All-purpose Bioflamex for car/boatowners.

The push for distribution in the United States will befocused around a number of key distribution partners and 5 key states with ahigh population/business density, high media saturation and high level of distributionoutlets. These states include: New York, California, Illinois, Texas andFlorida. 

We have identified these states as being highly relevant forpenetration into the retail/private consumption sphere as well as the publicinstitutions and businesses.

In addition to this, the states selected individually havesome characteristics that support focused efforts into certain business areas.Examples of this include:

- The    high proportion of Oil & Gas industry in Texas supports the    distribution and sales of bulk extinguishers and retardants to    professional clients;
- The    high level of forest fire threats in California, makes it an ideal market    to introduce the forest fire solutions to local Government departments and    fire fighting departments; and
- The    high number of elderly people in Florida supports the introduction of    Bioflamex kitchen extinguisher and textile retardants to Government    Departments and institutions as well as key retail partners. 

We also intend to focus on a number of countries in Europewith high population/business density, high media saturation and high level ofdistribution outlets.  These countries include: the Nordic Countries, Germany,France, Benelux, England, and Spain.  

It is our goal to achieve a 10% penetration into the marketthrough professional, business to business and retail distribution/salespartners, over the course of a 3 year period.

17

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***Business to Business / Professional***

The distribution of product for the business to business andprofessional market will mainly be conducted either through large multinationalcorporations with a strong sales and distribution networks in key markets orthrough local/regional partners with strong association and sales record to theprimary clients.

Large multinational distribution partners may include: *TYCO,UTC, ISS (50+ countries), G4S (70+ countries), and Würth (40+ countries).*Local/regionaldistribution partners may include: 

*Delma Group (Middle East/India), Blue Dome Company(Middle East), and Falck (Nordic),*

***Industrial***

The industrial segment will primarily be targeted by our staffdirectly with potential clients, as significant consultancy and development ofapplications is involved in this. Main clients are manufacturers of paperproduct, insulation material for construction, timber and wood manufacturersand textile/furniture producers. 

**Employees**

***Staff Development***

Our ability to generate revenue will require 2-3 offices anda consistent increase in staff count over the first 1-4 years, as reflected inthe personnel chart below:  

However, we do not have an ambition to become a highheadcount operation; but rather have a tight and highly skilled group of peopleemployed within the technical, sales and marketing Divisions.

Mainly, the distribution sales and marketing efforts willrequire support and key account capacity, and we will be looking to hireindividuals with strong skills within regional or global sales, and alsorecruit from the professional fire services environment to ensure deepunderstanding of the technical aspects within the sales/marketing force and toleverage industry insight and professional connections.

In addition to this, we aim to recruit technical staff withfire fighting, biochemistry and/or logistics skills who can ensure strongcoordination with manufacturing partners, counseling of distributors and keyclients (for the professional / industrial segments), and drive the productdevelopment within the company.

18

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***Advisory Board***

We intend to develop an advisory board in the near futurethat will consist of a collection of individuals who bring unique knowledge andskills which complement the knowledge and skills of our board members in orderto more effectively govern the organization.  We expect that our advisory boardwill be staffed in the next six months. 

**Item 1A.   Risk Factors.**

A smaller reporting company is not requiredto provide the information required by this Item.

**Item 1B.   Unresolved Staff Comments**

A smaller reporting company is not requiredto provide the information required by this Item.

**Item 2.   Properties**

Ourcorporate headquarters are located at Christiansvej 31, 2920 Charlottenlund,Denmark.  This location is provided by our Chief Executive Officer and Directorwithout cost.  We intend to move into another facility as soon as capitalpermits. 

**Item3.   Legal Proceedings**

We are not a party to any pending legal proceeding. We arenot aware of any pending legal proceeding to which any of our officers,directors, or any beneficial holders of 5% or more of our voting securities areadverse to us or have a material interest adverse to us. 

**Item4.   (Removed and Reserved)**

**PART II**

**Item5.    Market for Registrant’s Common Equity and Related Stockholder Matters****and Issuer Purchases of EquitySecurities**

The following table sets forth the range of high and low bidquotations for our common stock for each of the periods indicated as reportedby the OTCBB. These quotations reflect inter-dealer prices, without retailmark-up, mark-down or commission and may not necessarily represent actualtransactions.

19

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| Fiscal Year  Ending February 28, 2011 |
|---------------------------------------|
| Quarter Ended                         |   | High $ |   | Low $ |   |
| February 28, 2011                     |   | 0 |   | 0 |   |
| November 30, 2010                     |   | 0 |   | 0 |   |
| August 31, 2010                       |   | 0 |   | 0 |   |
| May 31, 2010                          |   | 0 |   | 0 |   |

| Fiscal Year  Ending February 28, 2010 |
|---------------------------------------|
| Quarter Ended                         |   | High $ |   | Low $ |   |
| February 28, 2011                     |   | 0 |   | 0 |   |
| November 30, 2010                     |   | 0 |   | 0 |   |
| August 31, 2010                       |   | 0 |   | 0 |   |
| May 31, 2010                          |   | 0 |   | 0 |   |

**PennyStock**

TheSEC has adopted rules that regulate broker-dealer practices in connection withtransactions in penny stocks. Penny stocks are generally equity securities witha market price of less than $5.00, other than securities registered on certainnational securities exchanges or quoted on the NASDAQ system, provided thatcurrent price and volume information with respect to transactions in suchsecurities is provided by the exchange or system. The penny stock rules requirea broker-dealer, prior to a transaction in a penny stock, to deliver astandardized risk disclosure document prepared by the SEC, that: (a) contains adescription of the nature and level of risk in the market for penny stocks inboth public offerings and secondary trading; (b) contains a description of thebroker's or dealer's duties to the customer and of the rights and remediesavailable to the customer with respect to a violation of such duties or otherrequirements of the securities laws; (c) contains a brief, clear, narrativedescription of a dealer market, including bid and ask prices for penny stocksand the significance of the spread between the bid and ask price; (d) containsa toll-free telephone number for inquiries on disciplinary actions; (e) definessignificant terms in the disclosure document or in the conduct of trading inpenny stocks; and (f) contains such other information and is in such form,including language, type size and format, as the SEC shall require by rule orregulation. 

Thebroker-dealer also must provide, prior to effecting any transaction in a pennystock, the customer with (a) bid and offer quotations for the penny stock; (b)the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparableinformation relating to the depth and liquidity of the market for such stock;and (d) a monthly account statement showing the market value of each pennystock held in the customer's account.

Inaddition, the penny stock rules require that prior to a transaction in a pennystock not otherwise exempt from those rules, the broker-dealer must make aspecial written determination that the penny stock is a suitable investment forthe purchaser and receive the purchaser's written acknowledgment of the receiptof a risk disclosure statement, a written agreement as to transactionsinvolving penny stocks, and a signed and dated copy of a written suitabilitystatement.

20

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Thesedisclosure requirements may have the effect of reducing the trading activityfor our common stock. Therefore, stockholders may have difficulty selling oursecurities.

**Holders of OurCommon Stock**

****Dividends****

Thereare no restrictions in our articles of incorporation or bylaws that prevent usfrom declaring dividends.  The Nevada Revised Statutes, however, do prohibit usfrom declaring dividends where after giving effect to the distribution of thedividend: 

|   | 1. | we would not beable to pay our debts as they become due in the usual course of business, or; |
|--------|----|----------------------------------------------------------------------------------------------|

|   | 2. | our total assetswould be less than the sum of our total liabilities plus the amount that wouldbe needed to satisfy the rights of shareholders who have preferential rightssuperior to those receiving the distribution. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Wehave not declared any dividends and we do not plan to declare any dividends inthe foreseeable future.

**Recent Sales of Unregistered Securities**

The information set forth below relates to ourissuances of securities without registration under the Securities Act of 1933during the reporting period which were not previously included in a QuarterlyReport on Form 10-Q or Current Report on Form 8-K.

On April 26, 2011, we issued 333,333 in a privatetransaction for $0.15 per share for total proceeds of $50,000.  

On January 25, 2011, we entered into an Asset Purchase Agreement with Kristian Schiørring and Henrik Dahlerup to acquire certain intellectual property related to line of fire extinguishing and prevention products that are based on environment friendly and biological formulations.  In consideration for the newly acquired assets, we issued 19,000,000 shares of our common stock to each of Messrs. Schiørring and Dahlerup.

The above issuances were made pursuant to Regulation S of the 1933 Act. Each purchaser represented to us that the purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The selling stockholders named in this prospectus include all of the purchasers who purchased shares pursuant to this Regulation S offering. 

21

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**Securities Authorized for Issuance under Equity Compensation Plans**

We do not have any equity compensation plans.

**Item 6.   SelectedFinancial Data**

A smaller reporting company is not requiredto provide the information required by this Item.

**Item 7.  Management’sDiscussion and Analysis of Financial Condition and Results of Operations**

**Forward-Looking Statements**

Certain statements, other than purely historical information,including estimates, projections, statements relating to our business plans,objectives, and expected operating results, and the assumptions upon whichthose statements are based, are “forward-looking statements” within the meaningof the Private Securities Litigation Reform Act of 1995, Section 27A of theSecurities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.These forward-looking statements generally are identified by the words“believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,”“strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “willlikely result,” and similar expressions. We intend such forward-lookingstatements to be covered by the safe-harbor provisions for forward-lookingstatements contained in the Private Securities Litigation Reform Act of 1995,and are including this statement for purposes of complying with thosesafe-harbor provisions. Forward-looking statements are based on currentexpectations and assumptions that are subject to risks and uncertainties whichmay cause actual results to differ materially from the forward-lookingstatements. Our ability to predict results or the actual effect of future plansor strategies is inherently uncertain. Factors which could have a materialadverse affect on our operations and future prospects on a consolidated basisinclude, but are not limited to: changes in economic conditions,legislative/regulatory changes, availability of capital, interest rates,competition, and generally accepted accounting principles. These risks anduncertainties should also be considered in evaluating forward-lookingstatements and undue reliance should not be placed on such statements. Weundertake no obligation to update or revise publicly any forward-lookingstatements, whether as a result of new information, future events or otherwise.Further information concerning our business, including additional factors thatcould materially affect our financial results, is included herein and in ourother filings with the SEC. 

22

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**Results of Operationsfor the Years Ended February 28, 2011 and 2010**

We generated no revenuefor the period from August 25, 2004 (Date of Inception) until February 28, 2011.Our Operating Expenses were $45,377 for the year ended February 28, 2011, ascompared with $12,441 for the same period ended 2010.  The increase was theresult of professional fees of $37,682 for the year ended February 28, 2011, ascompared with only $10,500 for the same period 2010.  Our operating expenseswere $134,581 for the period from August 25, 2004 (Date of Inception) untilFebruary 28, 2011. 

We recorded a net loss of$45,377 for the year ended February 28, 2011, as compared with $12,441 for thesame period ended 2010, and $134,581 for the period from August 25, 2004 (Dateof Inception) until February 28, 2011. 

**Liquidityand Capital Resources**

As of February 28, 2010, we had currentassets of $10,059, represented by $59 in cash and $10,000 in prepaid expenses. We had total assets of $1,201,059 as of February 28, 2011. We had currentliabilities of $8,340 and total liabilities of $68,840 as of February 28,2011.  We had working capital of only $1,719 as of February 28, 2011.

Operating activities used $49,537in cash for the year ended February 28, 2011. Our net loss of $45,377 andprepaid expenses of $10,000 were the contributing factors to our negativeoperating cash flow, offset mainly by an increase in accounts payable andaccrued liabilities of $5,340. Investing activities used $500 for mineralproperty costs for the year ended February 28, 2011.  Financing activities forthe year ended February 28, 2011 generated $50,000as a result of convertibleloan proceeds of $60,500 and officer loans of $8,169, offset by the repaymentof officer loans in the amount of $18,669.  

We will require a cash injectionof $2,000,000 to: begin operations, launch a full marketing and brandingcampaign, manufacture and deliver products and to begin and increase revenuesfrom its products. Subsequent to the reporting period, we raised $50,000 in aprivate placement to an accredited investor.  Notwithstanding, as of February28, 2010, we have insufficient cash to operate our business at the currentlevel for the next twelve months and insufficient cash to achieve our businessgoals. The success of our business plan beyond the next 12 months is contingentupon us obtaining additional financing. We intend to fund operations throughdebt and/or equity financing arrangements, which may be insufficient to fundour capital expenditures, working capital, or other cash requirements. We donot have any formal commitments or arrangements for the sales of stock or theadvancement or loan of funds at this time. There can be no assurance that suchadditional financing will be available to us on acceptable terms, or at all.

**Off Balance SheetArrangements**

As of February 28, 2011,there were no off balance sheet arrangements.  

23

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**Going Concern**

The accompanying financial statements have been prepared ona going concern basis which assumes we will be able to realize our assets anddischarge our liabilities in the normal course of business for the foreseeablefuture. We have incurred losses since inception resulting in an accumulateddeficit of $134,581 as at February 28, 2011 and have working capital of $1,719as at February 28, 2011. Further losses are anticipated in the development of ourbusiness raising substantial doubt about our ability to continue as a goingconcern. The ability to continue as a going concern is dependent upon ourgenerating profitable operations in the future and/or to obtain the necessaryfinancing to meet our obligations and repay our liabilities arising from normalbusiness operations when they come due. 

**Critical AccountingPolicies**

In December 2001, the SECrequested that all registrants list their most “critical accounting polices” inthe Management Discussion and Analysis. The SEC indicated that a “criticalaccounting policy” is one which is both important to the portrayal of acompany’s financial condition and results, and requires management’s mostdifficult, subjective or complex judgments, often as a result of the need tomake estimates about the effect of matters that are inherently uncertain.

Our accounting policiesare set forth in Note 2 to the financial statements.  Management does notbelieve that our accounting policies are critical enough to mention in the bodyof this annual report on Form 10-K.

**Recently Issued AccountingPronouncements**

We do not expect the adoption ofrecently issued accounting pronouncements to have a significant impact on ourresults of operation, financial position or cash flow.

**Item7A.   Quantitative and Qualitative Disclosures About Market Risk**

A smaller reporting company is not requiredto provide the information required by this Item.

**Item8.   Financial Statements and Supplementary Data**

Index to Financial Statements  Required by Article 8 of Regulation S-X: 

| **Audited Financial Statements:**    |
|-------------------------------------------|
| F-1                                       | Report of Independent Registered Public Accounting Firm |
| F-2                                       | Consolidated Balance Sheets as of February 28, 2011 and  2010; |
| F-3                                       | Statements of Operations for the years ended February 28,  2011 and 2010, and the period from inception to February 28, 2011; |
| F-4                                       | Statement of Stockholders’ Equity for period from  inception to February 28, 2011; |
| F-5                                       | Statements of Cash Flows for the years ended February 28,  2011 and 2010, and the period from inception to February 28, 2011; |
| F-6                                       | Notes to  Financial Statements |

24

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**REPORT  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors andStockholders of Bioflamex Corporation(formerly, Deer Bay Resources, Inc.)(A Development Stage Company)

Charlottenlund,  Denmark

We have audited the accompanyingbalance sheets of Bioflamex Corporation, (formerly, Deer Bay Resources, Inc.),(A Development Stage Company) as of February 28, 2011 and 2010, and therelated statements of income, stockholders’ equity and comprehensive income,and cash flows for each of the years in the two-year period ended February 28,2011 and the period from August 25, 2004 (inception) to February 28, 2011.Bioflamex Corporation’s management is responsible for these financialstatements. Our responsibility is to express an opinion on these financialstatements based on our audits.

We conducted our audits in  accordance with the standards of the Public Company Accounting Oversight Board  (United States). Those standards require that we plan and perform the audit to  obtain reasonable assurance about whether the financial statements are free of  material misstatement. An audit includes examining, on a test basis, evidence  supporting the amounts and disclosures in the financial statements. An audit  also includes assessing the accounting principles used and significant  estimates made by management, as well as evaluating the overall financial  statement presentation. We believe that our audits provide a reasonable basis  for our opinion.

In our opinion, the financial  statements referred to above present fairly, in all material respects, the  financial position of Bioflamex Corporation as of February 28, 2011 and 2010,  and the results of its operations and its cash flows for each of the years in  the two-year period ended February 28, 2011 and the period from August 25, 2004  (inception) to February 28, 2011 in conformity with accounting principles  generally accepted in the United States of America.

The accompanying financial  statements have been prepared assuming that the Company will continue as a  going concern. As discussed in note 1 to the financial statements, the Company  has suffered recurring losses and had negative cash flows from operations that  raise substantial doubt about the Company’s ability to continue as a going  concern. Management’s plans in regard to these matters are also described in  Note 1. The financial statements do not include any adjustments that might  result from the outcome of this uncertainty.

| /s/ Weaver, Martin & Samyn, LLC |   |
|-------------------------------------|--------|
|                                |   |
| Kansas City, Missouri               |   |
| May 18, 2011                        |   |

F-1

----

Bioflamex  Corporation (formerly known as Deer Bay Resources Inc.)  (A Development Stage Company)  Balance  Sheets

|                                                                           |   | February 28, 2011 |   |   | February 28, 2010 |   |
|--------------------------------------------------------------------------------|--------|-------------------|--------|--------|-------------------|--------|
|                                                                           |   | $                 |   |   | $                 |   |
| Assets                                                                         |   |              |   |   |              |   |
|                                                                           |   |              |   |   |              |   |
| Current      Assets                                                            |   |              |   |   |              |   |
| Cash                                                                           |   | 59                |   |   | 96                |   |
| Prepaid expenses                                                               |   | 10,000            |   |   | -                 |   |
|                                                                           |   |              |   |   |              |   |
| Total  Current Assets                                                          |   | 10,059            |   |   | 96                |   |
|                                                                           |   |              |   |   |              |   |
| Intangible  Assets (Note 4)                                                    |   | 1,191,000         |   |   | -                 |   |
|                                                                           |   |              |   |   |              |   |
| Total  Assets                                                                  |   | 1,201,059         |   |   | 96                |   |
|                                                                           |   |              |   |   |              |   |
| Liabilities      and Stockholders’ Equity (Deficit)                       |   |              |   |   |              |   |
|                                                                           |   |              |   |   |              |   |
| Current      Liabilities                                                       |   |              |   |   |              |   |
| Accounts payable                                                               |   | 8,340             |   |   | 3,000             |   |
| Related party loans (Note 5)                                                   |   | -                 |   |   | 10,500            |   |
|                                                                           |   |              |   |   |              |   |
| Total  Current Liabilities                                                     |   | 8,340             |   |   | 13,500            |   |
|                                                                           |   |              |   |   |              |   |
| Convertible  Debt (Note 6)                                                     |   | 60,500            |   |   | -                 |   |
|                                                                           |   |              |   |   |              |   |
| Total  Liabilities                                                             |   | 68,840            |   |   | 13,500            |   |
|                                                                           |   |              |   |   |              |   |
| Nature      of Operations and Continuance of Business (Note 1)                 |   |              |   |   |              |   |
| Subsequent      Events (Note 9)                                                |   |              |   |   |              |   |
|                                                                           |   |              |   |   |              |   |
| Stockholders’      Equity (Deficit)                                       |   |              |   |   |              |   |
|                                                                           |   |              |   |   |              |   |
| Capital      Stock (Note 7)                                                    |   |              |   |   |              |   |
| Authorized:                                                                    |   |              |   |   |              |   |
| 200,000,000 common shares with a par value      of $0.0001                     |   |              |   |   |              |   |
| Issued and outstanding:                                                   |   |              |   |   |              |   |
| 92,466,667 and 130,110,000 common shares  issued and outstanding, respectively |   | 9,247             |   |   | 13,011            |   |
|                                                                           |   |              |   |   |              |   |
| Additional  Paid-in-Capital                                                    |   | 1,257,553         |   |   | 62,789            |   |
|                                                                           |   |              |   |   |              |   |
| Deficit  Accumulated During the Development Stage                              |   | (134,581          | )      |   | (89,204           | )      |
|                                                                           |   |              |   |   |              |   |
| Total  Stockholders’ Equity (deficit)                                     |   | 1,132,219         |   |   | (13,404           | )      |
|                                                                           |   |              |   |   |              |   |
| Total  Liabilities and Stockholders’ Equity (Deficit)                     |   | 1,201,059         |   |   | 96                |   |

(See  Accompanying Notes)

F-2

----

Bioflamex  Corporation (formerly known as Deer Bay Resources Inc.)  (A Development Stage Company)  Statements  of Operations

|                                                      |   | Cumulative from      August 25,      2004 (Inception) to      February 28, 2011 |   |   | Year Ended      February 28, 2011 |   |   | Year Ended      February 28, 2010 |   |
|-----------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|--------|-----------------------------------|--------|--------|-----------------------------------|--------|
|                                                      |   | $                                                                               |   |   | $                                 |   |   | $                                 |   |
| Revenue                                                   |   | -                                                                               |   |   | -                                 |   |   | -                                 |   |
|                                                      |   |                                                                            |   |   |                              |   |   |                              |   |
| Expenses                                                  |   |                                                                            |   |   |                              |   |   |                              |   |
| Bank charges                                              |   | 803                                                                             |   |   | 135                               |   |   | 115                               |   |
| Mineral property costs                                    |   | 16,500                                                                          |   |   | 500                               |   |   | 500                               |   |
| Office expenses                                           |   | 1,856                                                                           |   |   | 131                               |   |   | 80                                |   |
| Professional fees                                         |   | 93,262                                                                          |   |   | 37,682                            |   |   | 10,500                            |   |
| Transfer agent and filing fees                            |   | 22,160                                                                          |   |   | 6,929                             |   |   | 1,246                             |   |
|                                                      |   |                                                                            |   |   |                              |   |   |                              |   |
| Net  Loss                                                 |   | (134,581                                                                        | )      |   | (45,377                           | )      |   | (12,441                           | )      |
|                                                      |   |                                                                            |   |   |                              |   |   |                              |   |
| Net      Loss per Share – Basic and Diluted          |   |                                                                            |   |   | -                                 |   |   | -                                 |   |
|                                                      |   |                                                                            |   |   |                              |   |   |                              |   |
| Weighted      Average Number of Common Shares Outstanding |   |                                                                            |   |   | 126,604,000                       |   |   | 130,110,000                       |   |

(See Accompanying  Notes)

F-3

----

Bioflamex  Corporation (formerly known as Deer Bay Resources Inc.)  (A Development Stage Company)  Statements  of Cash Flows

|                                                                     |   | Cumulative from      August 25,      2004 (Inception) to      February 28, 2011 |   |   | Year Ended      February 28, 2011 |   |   | Year Ended      February 28, 2010 |   |
|--------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|--------|--------|-----------------------------------|--------|--------|-----------------------------------|--------|
|                                                                     |   | $                                                                               |   |   | $                                 |   |   | $                                 |   |
| Cash Flows from Operating      Activities                                |   |                                                                            |   |   |                              |   |   |                              |   |
|    Net Loss                                                    |   | (134,581                                                                        | )      |   | (45,377                           | )      |   | (12,441                           | )      |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Adjustment to Reconcile      Net Loss to Net Cash:                       |   |                                                                            |   |   |                              |   |   |                              |   |
|     Write-off of  mineral properties                      |   | 16,500                                                                          |   |   | 500                               |   |   | 500                               |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
|   Changes in Operating      Assets and Liabilities:                 |   |                                                                            |   |   |                              |   |   |                              |   |
|     (Increase) in  prepaid expenses                       |   | (10,000                                                                         | )      |   | (10,000                           | )      |   | -                                 |   |
|     Increase in accounts  payable and accrued liabilities |   | 8,340                                                                           |   |   | 5,340                             |   |   | 3,000                             |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Net Cash used in Operating  Activities                                   |   | (119,741                                                                        | )      |   | (49,537                           | )      |   | (8,941                            | )      |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Cash Flows to Investing      Activities                                  |   |                                                                            |   |   |                              |   |   |                              |   |
|     Mineral property  costs                               |   | (16,500                                                                         | )      |   | (500                              | )      |   | (500                              | )      |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Net Cash used in Investing  Activities                                   |   | (16,500                                                                         | )      |   | (500                              | )      |   | (500                              | )      |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Cash Flows from Financing      Activities                                |   |                                                                            |   |   |                              |   |   |                              |   |
| Proceeds from  officer’s loan                                       |   | 18,669                                                                          |   |   | 8,169                             |   |   | 9,500                             |   |
| Repayment of  officer’s loan                                        |   | (18,669                                                                         | )      |   | (18,669                           | )      |   | -                                 |   |
| Convertible loan  proceeds                                               |   | 60,500                                                                          |   |   | 60,500                            |   |   | -                                 |   |
| Common shares issued  for cash                                           |   | 75,800                                                                          |   |   | -                                 |   |   | -                                 |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Net Cash Provided by  Financing Activities                               |   | 136,300                                                                         |   |   | 50,000                            |   |   | 9,500                             |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Net Increase (Decrease)  in Cash                                         |   | 59                                                                              |   |   | (37                               | )      |   | 59                                |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Cash - Beginning of Period                                               |   | -                                                                               |   |   | 96                                |   |   | 37                                |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Cash - End of Period                                                     |   | 59                                                                              |   |   | 59                                |   |   | 96                                |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Non-cash Investing      and Financing Activities:                        |   |                                                                            |   |   |                              |   |   |                              |   |
|    Common shares  issued for intellectual property             |   | 1,191,000                                                                       |   |   | 1,191,000                         |   |   | -                                 |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Supplemental Cash Flow      Information:                                 |   |                                                                            |   |   |                              |   |   |                              |   |
|                                                                     |   |                                                                            |   |   |                              |   |   |                              |   |
| Cash paid for:                                                           |   |                                                                            |   |   |                              |   |   |                              |   |
| Interest                                                                 |   | -                                                                               |   |   | -                                 |   |   | -                                 |   |
| Taxes                                                                    |   | -                                                                               |   |   | -                                 |   |   | -                                 |   |

(See  Accompanying Notes)

F-4

----

Bioflamex  Corporation (formerly known as Deer Bay Resources Inc.)  (A Development Stage Company)  Statement  of Stockholders’ Equity (Deficit)  From  August 25, 2004 (Inception) to February 28, 2011

|                                                       |   | Number of      Common      Shares |   |   | Par      Value |   |   | Additional      Paid-in-      Capital |   |   | Deficit      Accumulated      During the      Development Stage |   |   | Total     |   |
|------------------------------------------------------------|--------|-----------------------------------|--------|--------|----------------|--------|--------|---------------------------------------|--------|--------|-----------------------------------------------------------------|--------|--------|-----------|--------|
|                                                       |   |                              |   |   | $              |   |   | $                                     |   |   | $                                                               |   |   | $         |   |
| August 25, 2004                                            |   | -                                 |   |   | -              |   |   | -                                     |   |   | -                                                               |   |   | -         |   |
| October 11, 2004 -  Issued for cash at $0.001              |   | 6,300,000                         |   |   | 630            |   |   | 5,670                                 |   |   | -                                                               |   |   | 6,300     |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| October 25, 2004 -  Issued for cash at $0.01               |   | 1,050,000                         |   |   | 105            |   |   | 10,395                                |   |   | -                                                               |   |   | 10,500    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| January 5, 2005 -  Issued for cash at $0.05                |   | 260,000                           |   |   | 26             |   |   | 12,974                                |   |   | -                                                               |   |   | 13,000    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (3,729                                                          | )      |   | (3,729    | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2005                                |   | 7,610,000                         |   |   | 761            |   |   | 29,039                                |   |   | (3,729                                                          | )      |   | 26,071    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (11,824                                                         | )      |   | (11,824   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2006                                |   | 7,610,000                         |   |   | 761            |   |   | 29,039                                |   |   | (15,553                                                         | )      |   | 14,247    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (2,598                                                          | )      |   | (2,598    | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2007                                |   | 7,610,000                         |   |   | 761            |   |   | 29,039                                |   |   | (18,151                                                         | )      |   | 11,649    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (11,925                                                         | )      |   | (11,925   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  29, 2008                                |   | 7,610,000                         |   |   | 761            |   |   | 29,039                                |   |   | (30,076                                                         | )      |   | (276      | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| June 24, 2008 -  Issued for cash at $0.001                 |   | 32,500,000                        |   |   | 3,250          |   |   | 29,250                                |   |   | -                                                               |   |   | 32,500    |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| June 24, 2008 -  Issued for cash at $0.0001                |   | 85,000,000                        |   |   | 8,500          |   |   | -                                     |   |   | -                                                               |   |   | 8,500     |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| October 24, 2008 -  Issued for cash at $0.001              |   | 5,000,000                         |   |   | 500            |   |   | 4,500                                 |   |   |                                                            |   |   | 5,000     |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (46,687                                                         | )      |   | (46,687   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2009                                |   | 130,110,000                       |   |   | 13,011         |   |   | 62,789                                |   |   | (76,763                                                         | )      |   | (963      | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (12,441                                                         | )      |   | (12,441   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2010                                |   | 130,110,000                       |   |   | 13,011         |   |   | 62,789                                |   |   | (89,204                                                         | )      |   | (13,404   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| January 25, 2011 -  Issued for assets at $0.0313 per share |   | 38,000,000                        |   |   | 3,800          |   |   | 1,187,200                             |   |   | -                                                               |   |   | 1,191,000 |   |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| January 25, 2011 –  Returned to treasury and canceled |   | (75,643,333                       | )      |   | (7,564         | )      |   | 7,564                                 |   |   | -                                                               |   |   | -         |   |
| Net loss                                                   |   | -                                 |   |   | -              |   |   | -                                     |   |   | (45,377                                                         | )      |   | (45,377   | )      |
|                                                       |   |                              |   |   |           |   |   |                                  |   |   |                                                            |   |   |      |   |
| Balance, February  28, 2011                                |   | 92,466,667                        |   |   | 9,247          |   |   | 1,257,553                             |   |   | (134,581                                                        | )      |   | 1,132,219 |   |

(See  Accompanying Notes )

F-5

----

Bioflamex Corp. (formerly known as Deer Bay  Resources Inc.)  (A  Development Stage Company)  Notes  to The Financial Statements  For the Years Ended February 28, 2011 and  2010

| **1.    ** | **Nature of Operations and Continuance      of Business** |
|--------------------------------|-----------------------------------------------------------|

|   | The Company      was incorporated as Deer Bay Resources Inc. (“the Company”) under the laws of      State of Nevada, U.S. on August 25, 2004. The Company’s principal business up      to January 25, 2011 was the acquisition and exploration of mineral resources. On January 25, 2011, the      Company entered into an Asset Purchase Agreement to acquire certain      intellectual property related to line of fire extinguishing and prevention      products that are based on environment friendly and biological formulations. In      consideration for the newly acquired assets, the Company issued 38,000,000      shares at $0.013 per share.  We have not produced any revenues from the      Company’s newly acquired assets or commenced significant business operations      and are considered a development stage company as defined by SEC Guide 7 with      reference to Financial Accounting Standards Board (FASB) issued Accounting      Standards Codification (ASC) topic 915. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | These 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 inception resulting in an accumulated deficit of $134,581 as at February      28, 2011 and has working capital of $1,719 as at February 28, 2011. Further      losses are anticipated in the development of its business raising 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 to obtain the necessary financing to meet its      obligations and repay its liabilities arising from normal business operations      when they come due. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The Company will      require a cash injection of $2,000,000 to: begin operations, launch a full      marketing and branding campaign, manufacture and deliver products and to begin      and increase revenues from its products. Management hopes to raise capital to      meet these goals. The Company does not have any formal commitments or      arrangements for the sales of stock or the advancement or loan of funds at this      time. There can be no assurance that such additional financing will be      available to us on acceptable terms, or at all. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 2.     | Summary of      Significant Accounting Policies |
|----------------------------|-------------------------------------------------|

|   | Use of      Estimates |
|--------|-----------------------|

|   |   | The preparation of financial statements in      accordance with United States generally accepted accounting principles requires      management to make estimates and assumptions that affect the reported amounts      of assets and liabilities at the date of the financial statements and the      reported amounts of revenue and expenses in the reporting period. The Company      regularly evaluates estimates and assumptions related to donated services and      expenses, and deferred income tax asset valuation allowances. The Company bases      its estimates and assumptions on current facts, historical experience and      various other factors that it believes to be reasonable under the      circumstances, the results of which form the basis for making judgments about      the carrying values of assets and liabilities and the accrual of costs and      expenses that are not readily apparent from other sources. The actual results      experienced by the Company may differ materially and adversely from the      Company’s estimates. To the extent there are material differences between the      estimates and the actual results, future results of operations will be      affected. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Mineral Claim Payments      and Exploration Expenditures |
|--------|----------------------------------------------------------|

|   |   | The Company is      primarily engaged in the acquisition and exploration of mining properties.      Mineral property exploration costs are expensed as incurred. Mineral property      acquisition costs are initially capitalized when incurred. We assess the      carrying cost for impairment under the FASB ASC topic 360 at each fiscal      quarter end. When it has been determined that a mineral property can be      economically developed as a result of establishing proven and probable      reserves, the costs subsequently incurred to develop such property are      capitalized. Such costs will be amortized using the units-of-production method      over the established life of the proven and probable reserves. If mineral      properties are subsequently abandoned or impaired, any capitalized costs will      be charged to operations. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Long-lived      Assets |
|--------|------------------------|

|   |   | The Company tests long-lived assets or asset      groups for recoverability when events or changes in circumstances indicate that      their carrying amount may not be recoverable. Circumstances which could trigger      a review include, but are not limited to: significant decreases in the market      price of the asset; significant adverse changes in the business climate or      legal factors; accumulation of costs significantly in excess of the amount      originally expected for the acquisition or construction of the asset; current      period cash flow or operating losses combined with a history of losses or a      forecast of continuing losses associated with the use of the asset; and current      expectation that the asset will more likely than not be sold or disposed      significantly before the end of its estimated useful life. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

F-6

----

Bioflamex Corp. (formerly known as Deer Bay  Resources Inc.)  (A  Development Stage Company)  Notes  to The Financial Statements  For the Years Ended February 28, 2011 and  2010

|   |   | Recoverability is assessed based on the      carrying amount of the asset and its fair value which is generally determined      based on the sum of the undiscounted cash flows expected to result from the use      and the eventual disposal of the asset, as well as specific appraisal in      certain instances. An impairment loss is recognized when the carrying amount is      not recoverable and exceeds fair value. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Financial      Instruments |
|--------|----------------------------|

|   |   | The fair      values of financial instruments, which include cash, note payable and due to      related party were estimated to approximate their carrying values due to the      immediate or short-term maturity of these financial instruments. Foreign      currency transactions are primarily undertaken in Canadian dollars. The      financial risk is the risk to the Company’s operations that arise from      fluctuations in foreign exchange rates and the degree of volatility of these      rates. Currently, the Company does not use derivative instruments to reduce its      exposure to foreign currency risk. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Foreign      Currency Translation |
|--------|-----------------------------------|

|   |   | The Company’s functional and reporting      currency is the United States dollar. Monetary assets and liabilities      denominated in foreign currencies are translated in accordance with ASC 820,      using the exchange rate prevailing at the balance sheet date. Gains and losses      arising on settlement of foreign currency denominated transactions or balances      are included in the determination of income. Foreign currency transactions are      primarily undertaken in Canadian dollars. The Company has not, to the date of      these financials statements, entered into derivative instruments to offset the      impact of foreign currency fluctuations. |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | New Accounting Standards Adopted      During the Year Ended February 28, 2011 |
|--------|-------------------------------------------------------------------------------|

|   |   | In June 2009, the FASB      issued ASC topic 860-20 for changes to the accounting for transfers of      financial assets. These changes remove the concept of a qualifying      special-purpose entity and remove the exception from the application of      variable interest accounting to variable interest entities that are qualifying      special-purpose entities; limits the circumstances in which a transferor derecognizes      a portion or component of a financial asset; defines a participating interest;      requires a transferor to recognize and initially measure at fair value all      assets obtained and liabilities incurred as a result of a transfer accounted      for as a sale; and requires enhanced disclosure; among others. These changes      become effective for the Company on March 1, 2010. The adoption of these      changes did not have an impact on the Company’s financial statements. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   | In June 2009, the FASB      issued changes to the accounting for variable interest entities. These changes      require an enterprise to perform an analysis to determine whether the      enterprise’s variable interest or interests give it a controlling financial      interest in a variable interest entity; to require ongoing reassessments of      whether an enterprise is the primary beneficiary of a variable interest entity;      to eliminate the quantitative approach previously required for determining the      primary beneficiary of a variable interest entity; to add an additional      reconsideration event for determining whether an entity is a variable interest      entity when any changes in facts and circumstances occur such that holders of      the equity investment at risk, as a group, lose the power from voting rights or      similar rights of those investments to direct the activities of the entity that      most significantly impact the entity’s economic performance; and to require      enhanced disclosures that will provide users of financial statements with more      transparent information about an enterprise’s involvement in a variable      interest entity. This Statement became effective for the Company on March 1,      2010. Earlier application was prohibited. The adoption of these changes did not      have an impact on the Company’s financial statements. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |   | In October 2009, the      FASB issued ASU 2009-13 for changes to m*ultiple-deliverable revenue        arrangements a consensus of the FASB emerging issues task force*, which      amends ASC topic 605, Revenue Recognition, to require companies to allocate      revenue in multiple-element arrangements based on an element’s estimated      selling price if vendor-specific or other third-party evidence of value is not      available. ASU 2009-13 is effective for us on November 1, 2010. Earlier      application is permitted. The adoption of these changes did not have an impact      on the Company’s financial statements. |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 3. | Mineral Interests |
|----|-------------------|

|   | On March 18, 2008, the      Company entered into a mineral property purchase agreement to acquire a 100%      interest in the Emmy Claim located in the New Westminster Mining Division, BC      for total consideration of $8,000. This mining interest was held in trust for      the Company by the vendor of the property. On January 25, 2010 this mineral      claim had lapsed and was re-staked by a third party. On February 4, 2010 the      Company entered into a Letter and Trust Agreement with this third party to      acquire the Emmy Claim. The Company paid $500 as consideration. The Emmy Claim      expired February 4, 2011. The Company is no longer exploring for mineral      properties. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 4. | Intangible Assets |
|----|-------------------|

F-7

----

Bioflamex Corp. (formerly known as Deer Bay  Resources Inc.)  (A  Development Stage Company)  Notes  to The Financial Statements  For the Years Ended February 28, 2011 and  2010

|   | On January 25, 2011,      the Company entered into an Asset Purchase Agreement to acquire certain      intellectual property related to line of fire extinguishing and prevention      products that are based on environment friendly and biological formulations. In      consideration for the newly acquired assets, the Company issued 38,000,000      shares at $0.0313 per share, totaling $1,191,000, to two individuals who became      the entire Board of Directors and the two senior officers of the Company. The      Company followed SAB Topic 5 G in determining value as the transaction was      considered a non-monetary related party transaction. Value was determined based      on historical costs associated with testing, patenting and trademarking the      intellectual property and also supported by an independent valuation of the      intellectual property. The entire purchase price was allocated to the      intangible asset category of Patents and Trademarks.    |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 5. | Related Party Loans/Transactions |
|----|----------------------------------|

|   | The President of the      Company loaned a further $2,939 during the year ended February 28, 2011 for a      total loan outstanding of $5,439. This loan was repaid in full on December 22,      2010. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | A shareholder of the      Company loaned a further $5,250 during the year ended February 28, 2011 for a      total loan outstanding of $13,250. This loan was non-interest bearing and was      repaid in full on December 21, 2010. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | See Intangible Assets,      Note 4 and Common Stock, Note 7 for other related party transactions.   |
|--------|----------------------------------------------------------------------------------------------------------|

| 6. | Convertible Debt |
|----|------------------|

|   | The Company received      $60,500 pursuant to a convertible debenture subscription agreement. The loan is      convertible into 6,050,000 common shares of the Company at a rate of $0.01 of      debt for each share issued. The maturity date of this convertible debenture is      December 13, 2012. The debenture does not carry any rate of interest and is      unsecured. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 7. | Common Stock |
|----|--------------|

|   | On January 25, 2011,      the Company entered into an Asset Purchase Agreement to acquire certain      intellectual property related to line of fire extinguishing and prevention      products that are based on environment friendly and biological formulations. In      consideration for the newly acquired assets, the Company issued 19,000,000      common shares to each of two individuals at $0.0313 per share. The vendors      became the sole directors and officers of the Company and acquired 12,856,667      common shares from the former director and Chief Executive Officer. Also on      January 25, 2011 the former director and Chief Executive Officer returned to      treasury for cancellation at total of 75,643,333 common shares. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | At February 28, 2011,      there were no outstanding stock options or warrants. |
|--------|---------------------------------------------------------------------------------|

| 8. | Income Taxes |
|----|--------------|

|   | Potential      benefits of income tax losses are not recognized in the accounts until      realization is more likely than not. The Company has net operating losses of $89,000      which commence expiring in 2025. The Company is required to compute tax asset      benefits for net operating losses carried forward. Potential benefits of net      operating losses have not been recognized in these financial statements because      the Company cannot be assured it is more likely than not it will utilize the      net operating losses carried forward in future years. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | The      components of the net deferred tax asset at February 28, 2010 and February 29,      2009 and the statutory tax rate, the effective tax rate and the elected amount      of the valuation allowance are scheduled below: |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                             |   | Year Ended      February 28, 2011 |   | Year Ended      February 28, 2010 |   |
|----------------------------------|--------|-----------------------------------|--------|-----------------------------------|--------|
|                             |   | $                                 |   | $                                 |   |
|                             |   |                              |   |                              |   |
| Cumulative Net  Operating Losses |   | 45,000                            |   | 89,000                            |   |
|                             |   |                              |   |                              |   |
| Statutory Tax Rate               |   | 34%                               |   | 34%                               |   |
|                             |   |                              |   |                              |   |
| Effective Tax Rate               |   | -                                 |   | -                                 |   |
|                             |   |                              |   |                              |   |
| Deferred Tax Asset               |   | 15,000                            |   | 30,000                            |   |
|                             |   |                              |   |                              |   |
| Valuation Allowance              |   | (15,000                           | )      | (30,000                           | )      |
|                             |   |                              |   |                              |   |
| Net Deferred Tax      Asset      |   |                              |   | –                            |   |

F-8

----

Bioflamex Corp. (formerly known as Deer Bay  Resources Inc.)  (A  Development Stage Company)  Notes  to The Financial Statements  For the Years Ended February 28, 2011 and  2010

| 9. | Subsequent Events |
|----|-------------------|

|   | On April 26, 2011 the      Company received $50,000 pursuant to a private placement offering. |
|--------|-----------------------------------------------------------------------------------------------|

F-9

----

**Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure**

None.

**Item 9A(T).  Controls andProcedures**

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15under the Exchange Act, our principal executive officer and principal financialofficer evaluated our company’s disclosure controls and procedures (as definedin Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of theperiod covered by this annual report on Form 10-K. Based on this evaluation,our sole chief executive officer and principal financial officer concluded thatas of November 30, 2010, these disclosure controls and procedures were noteffective to ensure that the information required to be disclosed by ourcompany in reports it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified in therules and forms of the Securities Exchange Commission and include controls andprocedures designed to ensure that such information is accumulated andcommunicated to our company’s management, including our company’s principalexecutive officer and principal financial officer, to allow timely decisionsregarding required disclosure. 

The conclusion that our disclosure controls andprocedures were not effective was due to the presence of material weaknesses ininternal control over financial reporting as identified below under the heading“Management’s Report on Internal Control Over Financial Reporting.” Managementanticipates that such disclosure controls and procedures will not be effectiveuntil the material weaknesses are remediated. Our company intends to remediatethe material weaknesses as set out below. 

**Management’s Report on Internal Control Over Financial Reporting**

Our company’s management is responsible for establishingand maintaining adequate internal control over financial reporting (as definedin Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Ourcompany’s internal control over financial reporting is designed to providereasonable assurance, not absolute assurance, regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policiesand procedures that: (i) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of our company’s assets; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles in theUnited States of America, and that our company’s receipts and expenditures arebeing made only in accordance with authorizations of our management anddirectors; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use or disposition of our assetsthat could have a material effect on the financial statements. 

25

----

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements. In addition,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditionsand that the degree of compliance with the policies or procedures maydeteriorate. 

Our Management, including our principal executiveofficer and principal financial officer, conducted an evaluation of the designand operation of our internal control over financial reporting as of February28, 2011 based on the criteria set forth in Internal Control – IntegratedFramework issued by the Committee of Sponsoring Organizations of the TreadwayCommission. This evaluation included review of the documentation of controls,evaluation of the design effectiveness of controls, testing of the operatingeffectiveness of controls and a conclusion on this evaluation. Based on thisevaluation, our management concluded our internal control over financialreporting was not effective as at February 28, 2011 due to the followingmaterial weaknesses which are indicative of many small companies with smallstaff: (i) inadequate segregation of duties and effective risk assessment; and(ii) insufficient written policies and procedures for accounting and financialreporting with respect to the requirements and application of both UnitedStates generally accepted accounting principles and Securities and ExchangeCommission guidelines. Management anticipates that such disclosure controls andprocedures will not be effective until the material weaknesses are remediated.

Our company plans to take steps to enhance and improvethe design of our internal controls over financial reporting. During the periodcovered by this annual report on Form 10-K, we have not been able to remediatethe material weaknesses identified above. To remediate such weaknesses, we planto implement the following changes during our fiscal year ending November 30, 2011, subject to obtaining additional financing: (i) appoint additionalqualified personnel to address inadequate segregation of duties and ineffectiverisk management; and (ii) adopt sufficient written policies and procedures foraccounting and financial reporting. The remediation efforts set out above arelargely dependent upon our company securing additional financing to cover thecosts of implementing the changes required. If we are unsuccessful in securingsuch funds, remediation efforts may be adversely effected in a material manner.

This annual report does not include an attestationreport of our independent registered public accounting firm regarding internalcontrol over financial reporting. Our internal control over financial reportingwas not subject to attestation by our independent registered public accountingfirm pursuant to temporary rules of the Securities and Exchange Commission thatpermit us to provide only management’s report in this annual report. 

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Because of the inherent limitations in all controlsystems, no evaluation of controls can provide absolute assurance that allcontrol issues, if any, within our company have been detected. These inherentlimitations include the realities that judgments in decision-making can befaulty and that breakdowns can occur because of simple error or mistake.

**Changes in Internal Control Over Financial Reporting.**

There were no changes in the Company’s internal controlover financial reporting during the quarter ended February 28, 2011 that havematerially affected, or are reasonably likely to materially affect, theCompany’s internal control over financial reporting.

**Item 9B.  Other Information**

None

**PART III**

**Item10.  Directors, Executive Officers and Corporate Governance**

The following table contains informationwith respect to our current executive officers and directors:

| **Name**            |   | **Age** |   | **Principal  Positions With Us**                                                                |
|---------------------|--------|---------|--------|-------------------------------------------------------------------------------------------------|
| Kristian Schiorring |   | 47      |   | President, Chief Executive Officer, Chief Financial  Officer, Secretary, Treasurer and Director |
| Henrik Dahlerup     |   | 48      |   | Chief Operating Officer and Director                                                            |

**Kristian Schiorring** is an experienced entrepreneurand businessman. During the 1980s he launched a number of successful food andentertainment businesses throughout Northern Europe. Later, he established andran three separate commercial businesses: Printex ApS, DataNordic A/S andTelecom Accessories Consult A/S, all within the Office and Mobile Suppliesindustry. During this span he has become a seasoned manager and has developed astrong ability to establish networks, acquire distribution and sales rights ofcommercial products, and implement production systems. Kristian ́s main areas ofstrength are partnerships, product development, import and productionlogistics, and administration/back office management.

**HenrikDahlerup**hasan extensive background in communication and strategic marketing and consultingthrough his employment as a senior management member at the most prominentinternational communications corporations: Young & Rubicam (1991-1997),McCann (1997-1999) Rapp Collins (1998-2002) and DDB (2002-2005). His experiencein this field counts for 16 years of management and servicing of prime localand international corporations.  Mr. Dahlerup completed O&A levels at theInternational School of ECOS in Marbella Spain in 1981, 1 year of businessschool at Niels Brock Business School from 1984-1985, and 2 years of a bachelordegree in marketing from Copenhagen Business School from 1987-1989.  Since hisformal education, Mr. Dahlerup has completed several complementary educationalprograms related to business and leadership that were financed by prioremployers.

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**Termof Office**

Ourdirectors are appointed for a one-year term to hold office until the nextannual general meeting of our shareholders or until removed from office inaccordance with our bylaws.  Our officers are appointed by our board ofdirectors and hold office until removed by the board.

**FamilyRelationships**

There are no family relationships betweenor among the directors, executive officers or persons nominated or chosen by usto become directors or executive officers.

**Involvementin Certain Legal Proceedings**

To  the best of our knowledge, during the past ten years,none of the following  occurred  with  respect  to a present or formerdirector, executive officer, or  employee: (1) any bankruptcy petition filed byor against any business  of which such person was a general partner orexecutive officer either at  the  time  of the bankruptcy or within two yearsprior to that time; (2) any conviction in a criminal  proceeding  or  beingsubject to a pending criminal proceeding  (excluding  traffic  violations andother minor offenses); (3) being subject  to  any order, judgment or decree,not subsequently reversed, suspended or  vacated,  of  any  court  of  competent jurisdiction,  permanently  or temporarily enjoining, barring, suspending orotherwise limiting his or her involvement in  any  type of business, securitiesor banking activities; and (4) being found by  a  court  of  competent jurisdiction  (in  a  civil action), the SEC or the Commodities  Futures Trading  Commission  to  have  violated a federal or state securities orcommodities law, and the judgment has not been reversed, suspended or vacated.

**Committees of theBoard**

Our company currentlydoes not have nominating, compensation or audit committees or committeesperforming similar functions nor does our company have a written nominating,compensation or audit committee charter. Our directors believe that it is notnecessary to have such committees, at this time, because the functions of suchcommittees can be adequately performed by the board of directors.

Our company does not haveany defined policy or procedural requirements for shareholders to submitrecommendations or nominations for directors. The board of directors believesthat, given the stage of our development, a specific nominating policy would bepremature and of little assistance until our business operations develop to amore advanced level. Our company does not currently have any specific orminimum criteria for the election of nominees to the board of directors and wedo not have any specific process or procedure for evaluating such nominees. Theboard of directors will assess all candidates, whether submitted by management orshareholders, and make recommendations for election or appointment.

A shareholder who wishesto communicate with our board of directors may do so by directing a writtenrequest addressed to our CEO and director, Kristian Schiorring, at the addressappearing on the first page of this annual report.

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**Section 16(a) BeneficialOwnership Reporting Compliance**

Section 16(a) of the Exchange Act requires our directors and executiveofficers and persons who beneficially own more than ten percent of a registeredclass of the Company’s equity securities to file with the SEC initial reportsof ownership and reports of changes in ownership of common stock and otherequity securities of the Company.  Officers, directors and greater than tenpercent beneficial shareholders are required by SEC regulations to furnish uswith copies of all Section 16(a) forms they file.  To the best of our knowledgebased solely on a review of Forms 3, 4, and 5 (and any amendments thereof)received by us, the following persons have failed to file, on a timely basis,the identified reports required by Section 16(a) of the Exchange Act duringfiscal year ended February 28, 2011:  

| Name and principal position | Number of  late reports | Transactions not  timely reported | Known failures to  file a required form |
|-----------------------------|-------------------------|-----------------------------------|-----------------------------------------|
| Kristian Schiorring         | 1                       | 0                                 | 0                                       |
| Henrik Dahlerup             | 0                       | 0                                 | 0                                       |
| Garry Wong                  | 0                       | 1                                 | 0                                       |

**Code of Ethics**

As of February 28, 2011, we had not adopted a Code of Ethicsfor Financial Executives, which would include our principal executive officer,principal financial officer, principal accounting officer or controller, orpersons performing similar functions.

**Item11.  Executive Compensation**

Thetable below summarizes all compensation awarded to, earned by, or paid to ourofficers for all services rendered in all capacities to us for our fiscal yearsended February 28, 2011 and 2010.

| SUMMARY COMPENSATION TABLE                                                                                          |
|---------------------------------------------------------------------------------------------------------------------|
| Name   and   principal   position                                                                                   | Year | Salary($) | Bonus   ($) | Stock   Awards   ($) | Option   Awards   ($) | Non-Equity   Incentive Plan   Compensation   ($) | Nonqualified   Deferred   Compensation   Earnings ($) | All Other   Compensation   ($) | Total   ($) |
| **Garry Wong**   Former President, Chief   Executive   Officer, Chief Financial   Officer, Secretary and   Director | 2011   2010 | 0          0 | 0   0 | 0   0 | 0   0 | 0   0 | 0   0 | 0   0 | 0          0 |
| **Kristian Schiorring**Chief   President, Executive   Officer, Chief Financial   Officer, Secretary and   Director  | 2011   2010 | 0   n/a | 0   n/a | 0   n/a | 0   n/a | 0          n/a | 0          n/a | 0   n/a | 0   n/a |
| **Henrik Dahlerup**Chief Operating Officer and Director                                                             | 2011   2010 | n/a   n/a | n/a          n/a | n/a   n/a | n/a          n/a | n/a   n/a | n/a   n/a | n/a   n/a | n/a   n/a |

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**Narrative Disclosure to Summary Compensation Table** 

We have not entered into any employment agreement orconsulting agreement with our executive officers.  There are no arrangements orplans in which we provide pension, retirement or similar benefits for executiveofficers.

Although we do not currently compensate our officers, wereserve the right to provide compensation at some time in the future.  Ourdecision to compensate officers depends on the availability of our cashresources with respect to the need for cash to further our business purposes.

**Outstanding Equity Awards at Fiscal Year-End**

The table below summarizes all unexercised options, stockthat has not vested, and equity incentive plan awards for each named executiveofficer as of February 28, 2011.

| **OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END** |
|--------------------------------------------------|
| OPTION AWARDS                                    | STOCK AWARDS |
| Name                                             | Number of  Securities  Underlying  Unexercised  Options  (#)  Exercisable | Number of  Securities  Underlying  Unexercised  Options   (#)  Unexercisable | Equity  Incentive   Plan  Awards:  Number of  Securities  Underlying  Unexercised  Unearned  Options  (#) | Option  Exercise   Price   ($) | Option  Expiration  Date | Number  of  Shares  or Units  of  Stock That  Have  Not  Vested  (#) | Market  Value  of  Shares  or  Units  of  Stock  That  Have  Not  Vested  ($) | Equity  Incentive   Plan  Awards:   Number  of  Unearned   Shares,  Units or  Other  Rights  That Have   Not  Vested  (#) | Equity  Incentive  Plan  Awards:  Market or  Payout  Value of  Unearned  Shares,  Units or  Other  Rights  That  Have Not   Vested  (#) |
| Garry Wong                                       | - | - | - | - | - | - | - | - | - |
| Kristian  Schiorring                             | - | - | - | - | - | - | - | - | - |
| Henrik  Dahlerup                                 | - | - | - | - | - | - | - | - | - |

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**Director Compensation**

We do not pay any compensation to our directors at thistime. However, we reserve the right to compensate our directors in the futurewith cash, stock, options, or some combination of the above.

We have not reimbursed our directors for expenses incurredin connection with attending board meetings nor have we paid any directors feesor other cash compensation for services rendered as a director in the yearended February 28, 2011.

**Item12.  Security Ownership of Certain Beneficial Owners and Management and Related****Stockholder Matters**

The following table sets forth the beneficial ownership of ourcommon stock by each of our officers and directors, by each person known by usto beneficially own more than 5% of common stock and by officers and directorsas a group.  Except as otherwise indicated, all shares are owneddirectly and the percentage shown is based on 92,466,667 shares of common stockissued and outstanding on March 16, 2011.  

| **Name and address of beneficial owner**                            |   | **Amount of Beneficial Ownership** |   | **Approximate Percent of Class of Common Stock** |   |
|---------------------------------------------------------------------|--------|------------------------------------|--------|--------------------------------------------------|--------|
|  ** **                                                    |   |                               |   |                                             |   |
| ***Officer and Directors***                                         |   |                               |   |                                             |   |
|                                                                |   |                               |   |                                             |   |
| Kristian Schiorring  Christiansvej 31  2920 Charlottenlund  DENMARK |   | 25,428,334                         |   | 27.5%                                            |   |
| Henrik Dahlerup  Willemoesgade 39  2100 Copenhagen O  DENMARK       |   | 25,428,333                         |   | 27.5%                                            |   |
| Total Officers and Directors(2 persons)                             |   | 50,855,667                         |   | 55.0%                                            |   |
|                                                                |   |                               |   |                                             |   |
| ***5% shareholders*****None**                                       |   |                               |   |                                             |   |

There are no arrangements known to us, the operation ofwhich may, at a subsequent date, result in a change in control.

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**Item 13.   Certain Relationships andRelated Transactions, and Director Independence**

Other than the transactionsdescribed below and under the heading “Executive Compensation” (or with respectto which such information is omitted in accordance with SEC regulations), sinceFebruary 28, 2011 there have not been, and there is not currently proposed, anytransaction or series of similar transactions to which we were or will be aparticipant in which the amount involved exceeded or will exceed the lesser of$120,000 or one percent of the average of our total assets at year-end for thelast two completed fiscal years, and in which any director, executive officer,holder of 5% or more of any class of our capital stock or any member of theimmediate family of any of the foregoing persons had or will have a direct orindirect material interest.

On January 25, 2011, we enteredinto an Asset Purchase Agreement with Kristian Schiørring and HenrikDahlerup to acquire certain intellectual property related to line of fireextinguishing and prevention products that are based on environment friendlyand biological formulations.  In consideration for the newly acquired assets,we issued 19,000,000 shares of our common stock to each of Messrs. Schiørring and Dahlerup.  

**Item 14.   Principal AccountingFees and Services**

Below is the table of Audit Fees (amounts in US$) billed byour auditor in connection with the audit of the Company’s annual financialstatements for the years ended:

| Financial  Statements for the Year Ended February 28 | Audit Services | Audit Related Fees | Tax Fees | Other Fees |
|------------------------------------------------------|----------------|--------------------|----------|------------|
| 2011                                                 | $12,500        | $0                 | $0       | $0         |
| 2010                                                 | $7,500         | $0                 | $0       | $0         |

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**PART IV**

**Item 15.   Exhibits, FinancialStatements Schedules **

| *(a)* | *Financial Statements and Schedules* |
|-------|--------------------------------------|

The following financial statements and scheduleslisted below are included in this Form 10-K.

Financial Statements (See Item 8)

| *(b)* | *Exhibits* |
|-------|------------|

| Exhibit Number | Description                                                                                                                                                                     |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1            | Asset Purchase Agreement, dated  January 25, 2011(1)                                                                                                                            |
| 3.1            | Articles of Incorporation, as amended(2)                                                                                                                                        |
| 3.2            | Bylaws, as amended(2)                                                                                                                                                           |
| 3.3            | Articles of Merger(1)                                                                                                                                                           |
| 10.1           | Settlement Agreement, dated August 4, 2010(2)                                                                                                                                   |
| 31.1           | Certification of Chief Executive Officer pursuant to  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002   |
| 31.2           | Certification of Chief Financial Officer pursuant to  Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002   |
| 32.1           | Certification of Chief Executive Officer and Chief  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 |

|   | 1 | Incorporated by reference from CurrentReport on Form 8-K filed with the Securities and Exchange Commission on January28, 2011. |
|--------|---|--------------------------------------------------------------------------------------------------------------------------------|

|   | 2 | Incorporated by reference fromRegistration Statement on Form S-1 filed with the Securities and ExchangeCommission on November 28, 2008. |
|--------|---|-----------------------------------------------------------------------------------------------------------------------------------------|

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**SIGNATURES**

Bioflamex Corporation

| By:    | /s/ *Kristian Schiorring*                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Kristian Schiorring  President,  Chief Executive Officer, Principal Executive Officer,  Chief  Financial Officer, Principal Financial Officer, Principal Accounting Officer  and Director   |
|   | May  16, 2011                                                                                                                                                                               |

            Inaccordance with Section 13 or 15(d) of the Exchange Act, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated:

| By:    | /s/ *Kristian Schiorring*                            |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Kristian Schiorring  President,  Chief Executive Officer, Principal Executive Officer,  Chief  Financial Officer, Principal Financial Officer, Principal Accounting Officer  and Director   |
|   | May  16, 2011                                                                                                                                                                               |

| By:    | /s/ *Henrik  Dahlerup*                                     |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Henrik  Dahlerup        Chief  Operating Officer and Director                                                                                                                                                                                  |
|   | May  16, 2011                                                                                                                                                                                                                                  |

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