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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-K

[X]
    ANNUAL REPORT PURSUANT TO SECTION 13 OR
      15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
      ENDED JUNE 30, 2011[_]
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
      15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE TRANSITION
      PERIOD FROM ________TO _________


Commission file number 333-150835

BABY FOX INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

|Nevada                                   | 26-0775642         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|Suite 6A02, Hanwei Plaza, 7 Guanghua Rd. |                    
|Beijing, China                           | 100004             
|(Address of principal executive offices) | (Zip code)         

Registrants telephone number, including area code: + 86 10
6562 9889

Securities registered pursuant to Section 12(b) of the Exchange
Act: None

Securities registered pursuant to Section 12(g) of the Exchange
Act: None

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes[_]No[X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: Yes[_]No[X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 day. Yes[X]No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes[_]No[_]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulations S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 if the
Exchange Act.

|Large Accelerated filer [_] | Accelerated filer [_]        
|--------------------------- | -----------------------------
|Non-accelerated filer [_]   | Smaller reporting company [X]

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

The aggregate market value of the Registrants voting and
non-voting common equity held by non-affiliates as of December 31, 2010 was
$478,003, based on 2,390,013 shares of common stock held by non-affiliates
valued at $.20 per share, the last known sale price of the Registrants common
stock.

As of September 13, 2011, the registrant had 2,390,013 shares
of common stock outstanding.

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TABLE OF CONTENTS

|         |                                                                                                                            | **Page**
|-------- | -------------------------------------------------------------------------------------------------------------------------- | --------
|         |                                                                                                                            |         
|         | PART I                                                                                                                     |         
|         |                                                                                                                            |         
|Item 1.  | Business.                                                                                                                  | 3       
|Item 1A. | Risk Factors.                                                                                                              | 6       
|Item 1B. | Unresolved Staff Comments.                                                                                                 | 11      
|Item 2.  | Properties.                                                                                                                | 11      
|Item 3.  | Legal Proceedings.                                                                                                         | 11      
|         |                                                                                                                            |         
|         | PART II                                                                                                                    |         
|         |                                                                                                                            |         
|Item 5.  | Market for Registrants Common
      Equity, Related Stockholders Matters and Issuer Purchases of Equity
      Securities. | 11      
|Item 6.  | Selected Financial Data.                                                                                                   | 12      
|Item 7.  | Managements Discussion and
      Analysis of Financial Condition and Results of Operations.                               | 12      
|Item 7A. | Quantitative and Qualitative Disclosures About
      Market Risk.                                                          | 17      
|Item 8.  | Financial Statements and
      Supplementary Data.                                                                         | 17      
|Item 9.  | Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure.                                | 17      
|Item 9A. | Controls and Procedures.                                                                                                   | 17      
|Item 9B. | Other Information.                                                                                                         | 18      
|         |                                                                                                                            |         
|         | PART III                                                                                                                   |         
|         |                                                                                                                            |         
|Item 10. | Directors, Executive Officers and Corporate
      Governance.                                                              | 19      
|Item 11. | Executive Compensation.                                                                                                    | 20      
|Item 12. | Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters.                      | 21      
|Item 13. | Certain Relationships and
      Related Transactions, and Director Independence.                                           | 22      
|Item 14. | Principal Accountant Fees and Services.                                                                                    | 14      
|         |                                                                                                                            |         
|         | PART IV                                                                                                                    |         
|         |                                                                                                                            |         
|Item 15. | Exhibits and Financial Statement Schedules.                                                                                | 25      

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FORWARD LOOKING STATEMENTS

Information included or incorporated by reference in this
annual report may contain forward-looking statements. This information may
involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from
the future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are
generally identifiable by use of the words may, should, expect,
anticipate, estimate, believe, intend or project or the negative of
these words or other variations on these words or comparable terminology.

This annual report contains forward-looking statements,
including statements regarding, among other things, our intent to enter into a
reverse acquisition transaction and/or obtain additional financing. These
statements may be found under Managements Discussion and Analysis of Financial
Condition and Results of Operations and Business, as well as in this annual
report generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under Risk Factors and
matters described in this annual report generally. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
contained in this annual report will in fact occur.

Except as otherwise required by applicable laws, we undertake
no obligation to publicly update or revise any forward-looking statements or the
risk factors described in the annual report, whether as a result of new
information, future events, changed circumstances or any other reason after the
date of this annual report.

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PART I.

ITEM 1. BUSINESS.

Overview and Recent Events

Baby Fox International, Inc. (Baby Fox, "we" or the Company) is a
Nevada corporation organized on August 13, 2007 by Hitoshi Yoshida, a Japanese
citizen, as a listing vehicle to acquire Shanghai Baby Fox Fashion Co., Ltd.
(Shanghai Baby Fox) and to be quoted on the Over-The-Counter Bulletin Board
(OTCBB). Shanghai Baby Fox, our former wholly owned China-based subsidiary of
Baby Fox, was originally founded by a former board director, Fengling Wang, in
March 2006 under the laws of People's Republic of China ("PRC"). On September 20, 2007, we entered into an Equity
Share Acquisition Agreement with Fengling Wang. Pursuant to the Equity Share
Acquisition Agreement, we purchased 100% of the equity shares of Shanghai Baby
Fox in exchange for 5.72 million RMB, approximately equivalent to $806,608.
Since at the time of the acquisition, Hitoshi Yoshida and Fengling Wang were
married to each other, this transaction was deemed between entities under common
control and the transaction was treated as a reverse merger and, accordingly,
Shanghai Baby Fox was the accounting acquirer and Baby Fox was the legal
acquirer. The acquisition was consummated on November 26, 2007 when we received
the Certificate of Approval from the Shanghai Foreign Economic Relation &
Trade Commission.

Until June 30, 2011, we were a specialty retailer, developer,
and designer of fashionable, value-priced womens apparel and accessories. On
June 30, 2011, the Company entered into and closed a Reorganization Agreement
with our former operating subsidiary Shanghai Baby Fox, the company's majority
shareholder, Baby Fox Limited,
Hitoshi Yoshida and BBFX Holding Corp. (Newco). Pursuant to the terms of
the Reorganization Agreement, we transferred all of our ownership interest
in Shanghai Baby Fox, our operating subsidiary, to Newco in exchange for all of
the capital stock of Newco, and then transferred all of our ownership interest
in Newco to Baby Fox Limited, our former majority shareholder which is wholly
owned by Hitoshi Yoshida, and Hitoshi Yoshida, in consideration for Baby Fox
Limited and Hitoshi Yoshida agreeing to the cancellation of an aggregate of
38,057,487 shares of the Companys Common Stock previously held by them, which
shares constituted approximately 94% of the Companys outstanding shares of
Common Stock (the "Reorganization"). As a result of the disposition of Newco and Shanghai Baby Fox,
we currently have no subsidiaries and have disposed of nearly all of our
operating assets other than a bank account with a small balance for current
operating expenses.

The Reorganization was structured with the intent that our
operating company, Shanghai Baby Fox, should be transferred from the Company to Baby Fox Limited and
Mr. Yoshida in exchange for their cancellation of their shares in the Company
while the remaining shareholders in the Company should receive the residual
value in the Company as a shell company available to enter into some future
transaction with another operating company.

On June 30, 2011, the Company entered into a novation agreement
(the Novation Agreement) with Jieming Huang and Newco, pursuant to which Newco
became the obligor and assumed all of the obligations and rights of the Company
(the Novation) pursuant to that certain Loan Agreement dated February 18, 2008 (the
Original Loan Agreement), pursuant to which Jieming Huang provided a loan with
a principal amount of $810,160 and a five percent annual interest rate to the
Company. As a result of the Novation, the Company is no longer a party to the
Original Loan Agreement and is no longer obligated to repay the related loan
balance. At the time of entering into the Novation Agreement, Jieming Huang was
the Chief Executive Officer and a director of the Company.

Hitoshi Yoshida, the owner of Baby Fox Limited, our majority
shareholder prior to the Reorganization, was married to Fengling Wang but
divorced in October 2008. Fengling Wang is the mother of Jieming Huang and
Jieping Huang. Fengling Wang, Jieping Huang and Jieping Huang were the Companys
three directors at the time of the Reorganization, and Jieming Huang was the
Companys Chief Executive Officer, President and Chairman at the time of the
Reorganization.

On June 30, 2011, the Company entered into a Termination
Agreement (the Termination Agreement) with Beijing Allstar Business
Consulting, Inc. (Allstar), pursuant to which the Company terminated its
Consulting Agreement with Allstar dated May 18, 2007, as amended and restated on
April 28, 2008 (the Allstar Consulting Agreement). The parties entered into
the Termination Agreement in connection with the Reorganization.

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As a result of the closing of the Reorganization, Baby Fox
Limited and its owner, Hitoshi Yoshida, no longer own any of their previous
holdings of 38,057,487 shares of the Companys Common Stock, which shares
previously constituted approximately 94% of the Companys outstanding shares of
Common Stock prior to the Reorganization. The board of directors prior to the
Reorganization named Ms. Mu Zhang to be the sole officer and director of the Company
effective from the time of effectiveness of the Reorganization. Ms. Zhang does
not currently own any shares of  common stock of the Company.

First Prestige, Inc., JD Infinity Holdings, Inc. and Catalpa
Holdings, Inc. currently hold 665,180, 475,129 and 447,429 shares of the
Companys common stock, or 27.8%, 19.9% and 18.7% of the Companys currently
outstanding shares, respectively. First Prestige, Inc. is controlled by Hongtao
Shi. JD Infinity Holdings, Inc. is controlled by Liuyi Zhang. Catalpa Holdings,
Inc. is controlled by Fred Chang. Hongtao Shi, Liuyi Zhang and Fred Chang are
the principals of Beijing Allstar Business Consulting Co., Ltd., which is the
current employer of Ms. Mu Zhang, our sole officer and director.

As reflected in the accompanying financial statements, the
Company has no  source of revenues and needs additional cash resources
to maintain its operations. These factors raise substantial doubt about our
ability to continue as a going concern. The Companys ability to continue as a
going concern is dependent on its ability to raise additional capital or obtain
necessary debt financing. As discussed elsewhere, our current business plan is to seek and identify
a privately-held operating company desiring to become a publicly held company by
combining with us through a reverse merger or acquisition type transaction. We
cannot predict when, if ever, we will be successful in this venture and,
accordingly, we may be required to cease operations at any time, if we do not
have sufficient working capital to pay our operating costs for the next 12
months and we will require additional funds to pay our legal, accounting and
other fees associated with our company and its filing obligations under United
States federal
securities laws, as well as to pay our other accounts payable generated in the
ordinary course of our business.

Business Plan

Our current business plan is to seek and identify a
privately-held operating company desiring to become a publicly held company by
combining with us through a reverse merger or acquisition type transaction.
Private companies wishing to have their securities publicly traded may seek to
merge or effect an exchange transaction with a shell company with a significant
stockholder base. As a result of the merger or exchange transaction, the
stockholders of the private company will hold a majority of the issued and
outstanding shares of the shell company. Typically, the directors and officers
of the private company become the directors and officers of the shell company.
Often the name of the private company becomes the name of the shell company.

We have no capital and must depend on our controlling
shareholders to provide us with the necessary funds to implement our business
plan, although they are under no obligation to do so. Mu Zhang, our sole officer
and director, with the assistance of certain majority shareholders, will be primarily responsible for investigating
acquisition
opportunities. However, we believe that business opportunities may also come to
our attention from various sources, including our controlling shareholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals.

We can give no assurances that we will be successful in finding
or acquiring a desirable business opportunity, given the limited funds that are
expected to be available to us for implementation of our business plan.
Furthermore, we can give no assurances that any acquisition, if it occurs, will
be on terms that are favorable to us or our current stockholders.

We do not propose to restrict our search for a candidate to any
particular geographical area or industry, and therefore, we are unable to
predict the nature of our future business operations. Our management's
discretion in the selection of business opportunities is unrestricted, subject
to the availability of such opportunities, economic conditions, and other
factors.

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Any entity which has an interest in being acquired by, or
merging into us, is expected to be an entity that desires to become a public
company and establish a public trading market for its securities. In connection
with such a merger or acquisition, it is anticipated that an amount of common
stock constituting control of us would be issued by us.

We do not foresee that we will enter into a merger or
acquisition transaction with any business with which our controlling
shareholders or Mu Zhang are currently affiliated.

Investigation and Selection of Business
Opportunities

Certain types of business acquisition transactions may be
completed without requiring us to first submit the transaction to our
stockholders for their approval. If the proposed transaction is structured in
such a fashion our stockholders (other than our controlling stockholders) will
not be provided with financial or other information relating to the candidate
prior to the completion of the transaction.

If a proposed business combination or business acquisition
transaction is structured that requires our stockholder approval, and we are a
reporting company, we will be required to provide our stockholders with
information as applicable under Regulations 14A and 14C under the Exchange Act.

The analysis of business opportunities will be undertaken by or
under the supervision of Mu Zhang, our Chief Executive Officer and sole
director. In analyzing potential merger candidates, our management will
consider, among other things, the following factors:

|* | Potential for future earnings and appreciation of value
      of securities;                                                                                                                                        
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Perception of how any particular business opportunity
      will be received by the investment community and by our
    stockholders;                                                                               
|* | Eligibility of a candidate, following the business
      combination, to qualify its securities for listing on a national exchange
      or on a national automated securities quotation system, such as
    NASDAQ.
|* | Historical results of operations;                                                                                                                                                                                   
|* | Liquidity and availability of capital
resources;                                                                                                                                                                    
|* | Competitive position as compared to other companies of
      similar size and experience within the industry segment as well as within
      the industry as a whole;                                               
|* | Strength and diversity of existing management or
      management prospects that are scheduled for recruitment;                                                                                                     
|* | Amount of debt and contingent liabilities; and                                                                                                                                                                      
|* | The products and/or services and marketing concepts of
      the target company.                                                                                                                                    

There is no single factor that will be controlling in the
selection of a business opportunity. Our management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex. Because
of our limited working capital available and limited personnel to perform due
diligence and investigation we may not discover or adequately evaluate adverse facts about
the business opportunity to be acquired.

We are unable to predict when we may participate in a business
opportunity. We expect, however, that the analysis of specific proposals and the
selection of a business opportunity may take several months.

Prior to making a decision to participate in a business
transaction, we will generally request that we be provided with written
materials regarding the business opportunity, including, but not limited to, a
description of products, services and company history; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or service marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during the relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; audited
financial statements, or if audited financial statements are not available,
unaudited financial statements, together with reasonable assurance that audited
financial statements would be able to be produced to comply with the
requirements of a Current Report on Form 8-K to be filed with the Securities and Exchange
Commission, or Commission, upon consummation of the business combination.

5

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We believe that various types of potential candidates might
find a business combination with us to be attractive. These include candidates
desiring to create a public market for their securities in order to enhance
liquidity for current stockholders, candidates which have long-term plans for
raising capital through public sale of securities and believe that the prior
existence of a public market for their securities would be beneficial, and
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the development of a public
market for their securities will be of assistance in that process.

Where You Can Find Us

We presently maintain our mailing address at Suite 6A02, Hanwei
Plaza, 7 Guanghua Rd., Beijing, China 100004. Our telephone number is +86 10
6562 9889.

Employees

The Company currently has no employees. Management of the
Company expects to use consultants, attorneys and accountants as necessary, and
does not anticipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities.

ITEM 1A. RISK FACTORS.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAVE EXPRESSED THEIR CONCERN AS
TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

As reflected in the accompanying financial statements, we have no  source of revenues and need additional cash resources
to maintain our operations. These factors raise substantial doubt about our
ability to continue as a going concern. Our ability to continue as a
going concern is dependent on our ability to raise additional capital or obtain
necessary debt financing. As discussed, our current business plan is to seek and identify
a privately-held operating company desiring to become a publicly held company by
combining with us through a reverse merger or acquisition type transaction. We
cannot predict when, if ever, we will be successful in this venture and,
accordingly, we may be required to cease operations at any time, if we do not
have sufficient working capital to pay our operating costs for the next 12
months and we will require additional funds to pay our legal, accounting and
other fees associated with our company and our filing obligations under United
States federal
securities laws, as well as to pay our other accounts payable generated in the
ordinary course of our business.

IT MAY BE DIFFICULT TO EFFECT SERVICE OF PROCESS AND
ENFORCEMENT OF LEGAL JUDGMENTS UPON US AND OUR SOLE OFFICER AND DIRECTOR BECAUSE SHE
RESIDES OUTSIDE THE UNITED STATES.

As our sole director and officer resides in PRC, service of
process upon us and such director and officer may be difficult to effect within
the United States.

WE HAVE NO PLAN TO DECLARE ANY DIVIDENDS TO SHAREHOLDERS
IN THE NEAR FUTURE.

We currently intend to retain our future earnings, if any, to
support our operations and to finance expansion. The declaration, and amount of
any future dividends will be made at the discretion of the board of directors,
and will depend upon, among other things, the results of our operations, cash
flows and financial condition, operating and capital requirements, and other
factors as the board of directors considers relevant. There is no assurance that
future dividends will be paid, and, if dividends are paid, there is no assurance
with respect to the amount of any such dividend.

6

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PENNY STOCK RULES MAY MAKE BUYING OR SELLING OUR COMMON
STOCK DIFFICULT.

Trading in our securities will be subject to the penny stock
rules. The SEC has adopted regulations that generally define a penny stock to be
any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. These rules require that any broker-dealer who
recommends our securities to persons other than prior customers and accredited
investors, must, prior to the sale, make a special written suitability
determination for the purchaser and receive the purchasers written agreement to
execute the transaction. Unless an exception is available, the regulations
require the delivery, prior to any transaction involving a penny stock, of a
disclosure schedule explaining the penny stock market and the risks associated
with trading in the penny stock market. In addition, broker-dealers must
disclose commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker- dealers by such requirements may
discourage broker-dealers from effecting transactions in our securities, which
could severely limit the market price and liquidity of our securities.
Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commissions regulations concerning the transfer of penny
stocks. These regulations require broker- dealers to:

- Make a suitability determination prior to selling a penny stock to the
  purchaser;
- Receive the purchasers written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers
to sell our common stock and may affect your ability to resell our common stock.

LIMITED OPERATIONS MAKE POTENTIAL DIFFICULT TO
ASSESS

We have limited financial resources and no operating
activities. We will, in all likelihood, continue to sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. Accordingly, we will most likely incur a
net operating loss which will increase continuously until we can
consummate a business combination with a target company. There is no assurance
that we can identify such a target company and consummate such a
business combination.

THERE ARE NO MINIMUM REQUIREMENTS FOR A BUSINESS
COMBINATION

There can be no assurance that we will be successful
in identifying and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business within an
industry has been selected for a target company. We have not established
a specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target company to have
achieved, or without which we would not consider a business combination
with such business entity. Accordingly, we may enter into a business
combination with a business entity having no significant operating history,
losses, limited or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics. There is no assurance that we will be able to negotiate a business combination on terms favorable to
us and our shareholders.

NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no assurance that we will find a favorable
business opportunity. Even if we should become involved in a business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market price of our outstanding shares will be increased
thereby.

7

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TYPE OF BUSINESS ACQUIRED

The business to be acquired may wish to avoid effecting its own
public offering and the accompanying expense, delays, and uncertainties. Because
of the Companys limited capital, it is more likely than not that any
acquisition by the Company will involve other parties whose primary interest is
the acquisition of control of a publicly traded company. Moreover, any business
target to be acquired may be currently unprofitable or present other negative
factors.

LACK OF DIVERSIFICATION

Because of the limited financial resources that the Company
has, it is unlikely that the Company will be able to diversify its acquisitions
or operations. The Companys probable inability to diversify its activities into
more than one area will subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Companys operations.

CONFLICTS OF INTEREST

The Companys sole officer and director has other business
interests to which she currently devotes attention, and is expected to continue
to do so. As a result, conflicts of interest may arise that can be resolved only
through the exercise of judgment in a manner which is consistent with her
fiduciary duties to the Company.

It is anticipated that the Companys principal stockholders may
actively negotiate or otherwise consent to the purchase of a portion of their
common stock as a condition to, or in connection with, a proposed merger or
acquisition transaction. In this process, the Companys principal stockholders
may consider their own personal pecuniary benefit rather than the best interest
of other Company stockholders. Depending upon the nature of a proposed
transaction, Company stockholders other than the principal stockholders may not
be afforded the opportunity to approve or consent to a particular transaction.

NEED FOR ADDITIONAL FINANCING

We have very limited working capital funds, and such funds, may not be
adequate to take advantage of any available business opportunities. Even if the
Companys currently available funds prove to be sufficient to pay for its
operations until it is able to acquire an interest in, or complete a transaction
with, a business opportunity, such funds will clearly not be sufficient to
enable it to exploit the opportunity. Thus, the ultimate success of the Company
will depend, in part, upon its availability to raise additional capital. In the
event that the Company requires modest amounts of additional capital to fund its
operations until it is able to complete a business acquisition or transaction,
such funds, are expected to be provided by the principal stockholders. The
Company has not investigated the availability, source, or terms that might
govern the acquisition of the additional capital which is expected to be
required in order to exploit a business opportunity, and will not do so until it
has determined the level of need for such additional financing. There is no
assurance that additional capital will be available from any source or, if
available, that it can be obtained on terms acceptable to the Company. If not
available, the Companys operations will be limited to those that can be
financed with its modest capital.

8

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DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business experience of its officer and
director, the Company may be required to employ accountants, technical experts,
appraisers, attorneys, or other consultants or advisors. The selection of any
such advisors will be made by the Companys officer, without any input by
stockholders. Furthermore, it is anticipated that such persons may be engaged on
an as-needed basis without a continuing fiduciary or other obligation to the
Company. In the event the officer of the Company considers it necessary to hire
outside advisors, she may elect to hire persons who are affiliates, if those
affiliates are able to provide the required services.

THERE MAY BE A SCARCITY OF AND/OR SIGNIFICANT COMPETITION
FOR BUSINESS OPPORTUNITES AND COMBINATIONS

The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with other public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE
ACQUISITION

Pursuant to the requirements of Section 13 of the Exchange Act,
the Company is required to provide certain information about significant
acquisitions including audited financial statements of the acquired company.
Obtaining audited financial statements are the economic responsibility of the
target company. The additional time and costs that may be incurred by some
potential target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Notwithstanding a target companys agreement to obtain audited
financial statements within the required time frame, such audited financials may
not be available to the Company at the time of effecting a business combination.
In cases where audited financials are unavailable, the Company will have to rely
upon unaudited information that has not been verified by outside auditors in
making its decision to engage in a transaction with the business entity. This
risk increases the prospect that a business combination with such a business
entity might prove to be an unfavorable one for the Company.

LACK OF MARKET RESEARCH OR MARKETING
ORGANIZATION

The Company has neither conducted, nor have others made
available to it, market research indicating that demand exists for the
transactions contemplated by the Company. In the event demand exists for a
transaction of the type contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.

PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR
MANAGEMENT

In conjunction with completion of a business acquisition, it is
anticipated that the Company will issue an amount of the Companys authorized
but unissued common stock that represents the greater majority of the voting
power and equity of the Company, which will, in all likelihood, result in
stockholders of a target company obtaining a controlling interest in the
Company. The resulting change in control of the Company will likely result in
removal of the present officer and director of the Company and a corresponding
reduction in or elimination of her participation in the future affairs of the
Company.

9

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POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION

A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value of the assets
acquired in such business combination, the per-share value of the Companys
common stock may increase or decrease, perhaps significantly.

ADDITIONAL RISKSDOING BUSINESS IN A FOREIGN
COUNTRY

The Company may effectuate a business combination with a merger
target whose business operations or even headquarters, place of formation or
primary place of business are located outside the United States of America. In
such event, the Company may face the significant additional risks associated
with doing business in that country. In addition to the language barriers,
different presentations of financial information, different business practices,
and other cultural differences and barriers that may make it difficult to
evaluate such a merger target, ongoing business risks result from the
international political situation, uncertain legal systems and applications of
law, prejudice against foreigners, corrupt practices, uncertain economic
policies and potential political and economic instability that may be
exacerbated in various foreign countries.

TAXATION

Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination that the Company may undertake.
Currently, such transactions typically may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

10

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We presently maintain our mailing address at Suite 6A02, Hanwei
Plaza, 7 Guanghua Rd., Beijing, China 100004. Our telephone number is +86 10
6562 9889. Other than this mailing address, we do not currently
maintain any other office facilities, and do not anticipate the need for
maintaining office facilities at any time in the foreseeable future. We pay no rent or other fees for the use of the mailing address as these offices
are used virtually full-time by other businesses of the Companys sole officer
and director.

It is likely that the Company will not establish an office
until it has completed a business acquisition transaction, but it is not
possible to predict what arrangements will actually be made with respect to
future office facilities.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

No Public Market for Common Stock

There is presently no public market for our common stock. The
Companys securities are eligible for trading on the OTC Bulletin Board.
However, we can provide no assurance that a public market will materialize or be
maintained.

Holders of Our Common Stock

As of September 19, 2011, we had 42 registered shareholders.

Dividend Policy

The holders of our common stock are entitled to receive
dividends when, as and if declared by the board of directors out of funds
legally available therefore. To date, we have not declared nor paid any cash
dividends. The board of directors does not intend to declare any dividends in
the foreseeable future, but instead intends to retain all earnings, if any, for
use in our business operations.

Securities Authorized for Issuance Under Equity Compensation
Plans

We currently do not have any equity compensation plans.

Recent sales of unregistered securities

Not applicable.

Repurchases of our Common Stock

On June 30, 2011, we entered into and closed on a
Reorganization Agreement with our former operating subsidiary Shanghai Baby Fox,
Baby Fox Limited, Hitoshi Yoshida and BBFX Holding Corp. (Newco). Pursuant to
the terms of the Reorganization Agreement, we transferred all of our
ownership interest in Shanghai Baby Fox, our operating subsidiary, to Newco in
exchange for all of the capital stock of Newco, and then transferred all of our
ownership interest in Newco to Baby Fox Limited, our former majority shareholder
which is wholly owned by Hitoshi Yoshida, and Hitoshi Yoshida, in consideration for
Baby Fox Limited and Hitoshi Yoshida agreeing to cancellation of an aggregate of
38,057,487 shares of the Companys Common Stock previously held by them, which
shares constituted approximately 94% of the Companys outstanding shares of
Common Stock. The cancellation of the 38,057,487 shares of the Companys Common
Stock previously held by Baby Fox Limited and Hitoshi Yoshida was not carried
out as part of a publicly announced repurchase plan or program and the Company
does not have any such repurchase plan or program.

11

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ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

The following discussion and analysis of the results of
operations and financial condition of Baby Fox International, Inc. (Baby Fox)
for the years ended June 30, 2011 and 2010 should be read in conjunction with
Baby Fox financial statements, and the notes to those financial statements that
are included elsewhere in this annual report. Our discussion includes
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under the Risk Factors and Business sections
in this annual report. We use words such as anticipate, estimate, plan,
project, continuing, ongoing, expect, believe, intend, may,
will, should, could, and similar expressions to identify forward-looking
statements.

Our Company

Baby Fox International, Inc. (Baby Fox, "we" or the Company) is a
Nevada corporation organized on August 13, 2007 by Hitoshi Yoshida, a Japanese
citizen, as a listing vehicle to acquire Shanghai Baby Fox Fashion Co., Ltd.
(Shanghai Baby Fox) and to be quoted on the Over-The-Counter Bulletin Board
(OTCBB). Shanghai Baby Fox, our former wholly owned China-based subsidiary, was originally founded by our former board director, Fengling Wang, in
March 2006 under PRC laws. On September 20, 2007, we entered into an Equity
Share Acquisition Agreement with Fengling Wang. Pursuant to the Equity Share
Acquisition Agreement, we purchased 100% of the equity shares of Shanghai Baby
Fox in exchange for 5.72 million RMB, approximately equivalent to $806,608.
Since at the time of the acquisition, Hitoshi Yoshida and Fengling Wang were
married to each other, this transaction was deemed between entities under common
control and the transaction was treated as a reverse merger and, accordingly,
Shanghai Baby Fox was the accounting acquirer and Baby Fox was the legal
acquirer. The acquisition was consummated on November 26, 2007 when we received
the Certificate of Approval from the Shanghai Foreign Economic Relation &
Trade Commission.

Until June 30, 2011, we were a specialty retailer, developer,
and designer of fashionable, value-priced womens apparel and accessories. On
June 30, 2011, the Company entered into and closed a Reorganization Agreement
with our former operating subsidiary Shanghai Baby Fox, Baby Fox Limited,
Hitoshi Yoshida and BBFX Holding Corp. (Newco). Pursuant to the terms of the
Reorganization Agreement, the Company transferred all of its ownership interest
in Shanghai Baby Fox, its operating subsidiary, to Newco in exchange for all of
the capital stock of Newco, and then transferred all of its ownership interest
in Newco to Baby Fox Limited, its former majority shareholder which is wholly
owned by Hitoshi Yoshida, and Hitoshi Yoshida, in consideration for Baby Fox
Limited and Hitoshi Yoshida agreeing to cancelation of an aggregate of
38,057,487 shares of the Companys Common Stock previously held by them, which
shares constituted approximately 94% of the Companys outstanding shares of
Common Stock. As a result of the disposition of Newco and Shanghai Baby Fox, the
Company currently has no subsidiaries and has disposed of nearly all of its
operating assets other than a bank account with a small balance for current
operating expenses.

12

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The Reorganization was structured with the intent that the
operating company should be transferred from the Company to Baby Fox Limited and
Mr. Yoshida in exchange for their cancellation of their shares in the Company
while the remaining shareholders in the Company should receive the residual
value in the Company as a shell company available to enter into some future
transaction with another operating company.

On June 30, 2011, the Company entered into a novation agreement
(the Novation Agreement) with Jieming Huang and Newco, pursuant to which Newco
became the obligor and assumed all of the obligations and rights of the Company
(the Novation) under that certain Loan Agreement dated February 18, 2008 (the
Original Loan Agreement), pursuant to which Jieming Huang provided a loan with
a principal amount of $810,160 and with a five percent annual interest rate to
the Company. As a result of the Novation, the Company is no longer a party to
the Original Loan Agreement and is no longer obligated to repay the related loan
balance. At the time of entering into the Novation Agreement, Jieming Huang was
the Chief Executive Officer and a director of the Company.

Hitoshi Yoshida, the owner of Baby Fox Limited, our majority
shareholder prior to the Reorganization, was married to Fengling Wang but
divorced in October 2008. Fengling Wang is the mother of Jieming Huang and
Jieping Huang. Fengling Wang, Jieping Huang and Jieping Huang were the Companys
three directors at the time of the Reorganization, and Jieming Huang was the
Companys Chief Executive Officer, President and Chairman at the time of the
Reorganization.

On June 30, 2011, the Company entered into a Termination
Agreement (the Termination Agreement) with Beijing Allstar Business
Consulting, Inc. (Allstar), pursuant to which the Company terminated its
Consulting Agreement with Allstar dated May 18, 2007, as amended and restated on
April 28, 2008 (the Allstar Consulting Agreement). The parties entered into
the Termination Agreement in connection with the Reorganization.

As a result of the closing of the Reorganization, Baby Fox
Limited and its owner Hitoshi Yoshida no longer own any of their previous
holdings of 38,057,487 shares of the Companys Common Stock, which shares
previously constituted approximately 94% of the Companys outstanding shares of
Common Stock prior to the Reorganization. The board of directors prior to the
Reorganization named Mu Zhang to be the sole officer and director of the Company
effective from the time of effectiveness of the Reorganization. Ms. Zhang does
not currently own any shares of the common stock of the Company.

First Prestige, Inc., JD Infinity Holdings, Inc. and Catalpa
Holdings, Inc. currently hold 665,180, 475,129 and 447,429 shares of the
Companys common stock, or 27.8%, 19.9% and 18.7% of the Companys currently
outstanding shares, respectively. First Prestige, Inc. is controlled by Hongtao
Shi. JD Infinity Holdings, Inc. is controlled by Liuyi Zhang. Catalpa Holdings,
Inc. is controlled by Fred Chang. Hongtao Shi, Liuyi Zhang and Fred Chang are
the principals of Beijing Allstar Business Consulting Co., Ltd., which is the
current employer of Mu Zhang, our sole officer and director.

As reflected in the accompanying financial statements, the
Company has no  source of revenues and needs additional cash resources
to maintain its operations. These factors raise substantial doubt about our
ability to continue as a going concern. The Companys ability to continue as a
going concern is dependent on its ability to raise additional capital or obtain
necessary debt financing. As discussed elsewhere, our current business plan is to seek and identify
a privately-held operating company desiring to become a publicly held company by
combining with us through a reverse merger or acquisition type transaction. We
cannot predict when, if ever, we will be successful in this venture and,
accordingly, we may be required to cease operations at any time, if we do not
have sufficient working capital to pay our operating costs for the next 12
months and we will require additional funds to pay our legal, accounting and
other fees associated with our company and its filing obligations under federal
securities laws, as well as to pay our other accounts payable generated in the
ordinary course of our business.

Our current business plan is to seek and identify a
privately-held operating company desiring to become a publicly held company by
combining with us through a reverse merger or acquisition type transaction.
Private companies wishing to have their securities publicly traded may seek to
merge or effect an exchange transaction with a shell company with a significant
stockholder base. As a result of the merger or exchange transaction, the
stockholders of the private company will hold a majority of the issued and
outstanding shares of the shell company. Typically, the directors and officers
of the private company become the directors and officers of the shell company.
Often the name of the private company becomes the name of the shell company.

13

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We have no capital and must depend on our controlling
shareholders to provide us with the necessary funds to implement our business
plan, although they are under no obligation to do so. Mu Zhang, our sole officer
and director, will be primarily responsible for investigating acquisition
opportunities. However, we believe that business opportunities may also come to
our attention from various sources, including our controlling shareholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals.

We can give no assurances that we will be successful in finding
or acquiring a desirable business opportunity, given the limited funds that are
expected to be available to us for implementation of our business plan.
Furthermore, we can give no assurances that any acquisition, if it occurs, will
be on terms that are favorable to us or our current stockholders.

Results of Operations

Revenues

Revenues for the fiscal year ended June 30, 2011 were $0
as compared to $0 for the fiscal year ended June 30, 2010. No revenue was reported
for the above periods due to the Reorganization (as discussed above) and the
resulting classification of operations, assets and liabilities associated with
the discontinued operations under accounting principles generally accepted in
the United States of America (GAAP).

Operating Expenses

Operating expenses for the fiscal year ended June 30, 2011 were
$219,215 compared to $231,862 for the fiscal year ended June 30, 2010. Operating
expenses mainly represented the consulting, legal and audit expenses associated
with listing on the OTC Bulletin Board. The increase was primarily due to the
payments made in August and September, 2010 to our consultant according to the
consulting agreement because the Companys registration statement on Form S-1/A
was declared effective by the SEC.

Loss from Operations

We had an operating loss of $219,215 for the fiscal year ended
June 30, 2011 as compared to an operating loss of $231,862 for the fiscal year
ended June 30, 2010, primarily due to the increase in operating expenses as
described above.

Loss from Discontinued Operations

We had a loss related to discontinued operations of $1,679,242
for the fiscal year ended June 30, 2011 as compared to a loss related to
discontinued operations of $203,669 for the fiscal year ended June 30, 2010.

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Net Loss Allocable to Common Shareholders

Net loss allocable to common shareholders for the fiscal year ended
June 30, 2011 was $1,660,331 compared to $435,531 for the fiscal year ended June
30, 2010. The increase in net loss is a result of the increase in operating
expenses and the loss from discontinued operations as described above.

Liquidity and Capital Resources

On June 30, 2011, we had total assets of $16,549 compared to
$10,269,001 on June 30, 2010. On June 30, 2011, we had cash and cash equivalents
of $16,549 and stockholders equity of $11,549. On June 30, 2011, we had current
assets from discontinued operations of $0 compared to $9,991,767 on June 30,
2010 and long-term assets from discontinued operations of $0 compared to
$258,138 on June 30, 2010.

On June 30, 2011, we had total liabilities of $5,000 compared
to $17,304,716 on June 30, 2010. $16,407,202 of current liabilities at June 30,
2010 was reclassified to current liabilities of discontinued operations and
$810,160 at June 30, 2010 of long-term liabilities was reclassified to long-term
liabilities of discontinued operations.

Net Cash Used in Operating Activities

During the fiscal year ended June 30, 2011, cash used in
operating activities was $2,547 compared to $431 during the fiscal year ended
June 30, 2010.

Net Cash (Used in) Provided by Investing Activities

During the fiscal years ended June 30, 2011 and June 30, 2010,
there was no cash flow related to investing activities.

Net Cash (Used in) Provided by Financing Activities

During the fiscal years ended June 30, 2011 and June 30, 2010,
there was no cash flow related to financing activities.

Cash Requirements

As reflected in the accompanying  financial
statements, the Company has no stabilized source of revenues and needs
additional cash resources to maintain its operations. These factors raise
substantial doubt about our ability to continue as a going concern. The
Companys ability to continue as a going concern is dependent on its ability to
raise additional capital or obtain necessary debt financing. As discussed
elsewhere, our current
business plan is to seek and identify a privately-held operating company
desiring to become a publicly held company by combining with us through a
reverse merger or acquisition type transaction. We cannot predict when, if ever,
we will be successful in this venture and, accordingly, we may be required to
cease operations at any time, if we do not have sufficient working capital to
pay our operating costs for the next 12 months and we will require additional
funds to pay our legal, accounting and other fees associated with our company
and its filing obligations under federal securities laws, as well as to pay our
other accounts payable generated in the ordinary course of our business.

We have no commitments from any party to provide such funds to
us. If we are unable to obtain additional capital as necessary until such time
as we are able to conclude a business combination, we will be unable to satisfy
our obligations and otherwise continue to meet our reporting obligations under
federal securities laws. In that event, our stock would no longer be quoted on
the OTC Bulletin Board and our ability to consummate a reverse merger or
acquisition type transaction upon terms and conditions which would be beneficial
to our existing stockholders would be adversely affected.

15

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We currently plan to satisfy our cash requirements for the next
12 months by borrowing from our majority shareholders and we believe we can
satisfy our cash requirements so long as we are able to obtain financing from
these shareholders. We currently expect that money borrowed will be used
during the next 12 months to satisfy our operating costs, professional fees and
for general corporate purposes. We have also been exploring alternative
financing sources.

Based upon a twelve (12) month work plan, it is anticipated
that such a work plan would require approximately $50,000 of financing, designed
to fund various commitments and business operations.

We will use our limited personnel and financial resources in
connection with seeking new business opportunities. It may be expected that
entering into a reverse merger or acquisition type transaction will involve the
issuance of a substantial number of restricted shares of common stock. If such
additional restricted shares of common stock are issued, our shareholders will
experience a dilution in their ownership interest and a change in control may be
expected to occur.

In connection with the plan to seek new business opportunities,
we may seek to raise funds from the sale of restricted stock or debt securities.
We have no agreements to issue any debt or equity securities and cannot predict
whether equity or debt financing will become available at acceptable terms, if
at all.

There are no limitations in our certificate of incorporation
restricting our ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a reverse merger or acquisition type
transaction. Our limited resources and lack of recent operating history may make
it difficult to borrow funds or raise capital. Such inability to borrow funds or
raise funds through the issuance of restricted common stock required to effect
or facilitate a reverse merger or acquisition type transaction may have a
material adverse effect on our financial condition and future prospects,
including the ability to complete a reverse merger or acquisition type
transaction. To the extent that debt financing ultimately proves to be
available, any borrowing will subject us to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest.

Off-Balance Sheet Arrangements

We currently do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

We continue to assess the effects of recently issued accounting
standards. The impact of all recently adopted and issued accounting standards
has been disclosed in the Footnotes to the financial statements.

Critical Accounting Policies and Estimates

We are a shell company and, as such, we do not employ critical
accounting estimates. Should we resume operations we will employ critical
accounting estimates and will make any and all disclosures that are necessary
and appropriate.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial Statements

The full text of our audited financial statements as of June
30, 2011 and 2010 begins on page F-1 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal
executive officer and principal financial officer, Mu Zhang, evaluated the
effectiveness of our disclosure controls and procedures. The term disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, means controls and other procedures of a company that are designed
to ensure that information required to be disclosed by a company in the reports,
such as this report, that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the companys
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on that
evaluation, Ms. Zhang concluded that as of June 30, 2011, our disclosure
controls and procedures were effective to satisfy the objectives for which they
are intended.

(b) Managements annual report on internal control over
financial reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is defined under the
Exchange Act as a process designed by, or under the supervision of, our CEO and
CFO and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:

|-- | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      our assets;                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|-- | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and
|   |                                                                                                                                                                                                                                                                                                                                              
|-- | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on the financial
    statements.                                                                                                                           

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Because of its inherent limitation, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluations of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies and procedures may deteriorate.
Accordingly, even an effective system of internal control over financial
reporting will provide only reasonable assurance with respect to financial
statement preparation.

Management's assessment of the effectiveness of the Company's
internal control over financial reporting is as of the year ended June 30, 2011.
We are currently considered to be a shell company in as much as we have no
current operations, revenues or employees. Because we have only one officer and
director, the Company's internal controls are deficient for the following
reasons, (1) there are no entity level controls because there is only one person
serving in the dual capacity of sole officer and sole director, (2) there are no
segregation of duties as that same person approves, enters, and pays the
Company's bills, and (3) there is no separate audit committee. As a result, the
Company's internal controls have an inherent weakness which may increase the
risks of errors in financial reporting under current operations and accordingly
are deficient as evaluated against the criteria set forth in the Internal
Control - Integrated Framework issued by the committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our
management concluded that our internal controls over financial reporting were
not effective as of June 30, 2011.

(c) Changes in internal control over financial reporting

We have also evaluated our internal control for financial
reporting, and there were no changes in internal controls that occurred during
the last fiscal quarter in our year ended June 30, 2011 that have materially
affected or are reasonably likely to material affect, our internal control over
financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

Executive Officers and Directors

The following table sets forth the names, ages and positions of
our current executive officer and director. The director will hold such office
until the next annual meeting of shareholders and until her successor has been
elected and qualified. The director and officer will devote her time to the
Company's affairs on an as-needed basis.

|Name     | Age | Position                                                                      
|-------- | --- | ------------------------------------------------------------------------------
|Mu Zhang | 28  | Chief Executive Officer, Chief Financial
      Officer, Secretary and Director

The board of directors prior to the Reorganization named Mu
Zhang to be the sole officer and director of the Company effective from the time
of effectiveness of the Reorganization. First Prestige, Inc., JD Infinity
Holdings, Inc. and Catalpa Holdings, Inc. currently hold 665,180, 475,129 and
447,429 shares of the Companys common stock, or 27.8%, 19.9% and 18.7% of the
Companys currently outstanding shares, respectively. First Prestige, Inc. is
controlled by Hongtao Shi. JD Infinity Holdings, Inc. is controlled by Liuyi
Zhang. Catalpa Holdings, Inc. is controlled by Fred Chang. Hongtao Shi, Liuyi
Zhang and Fred Chang are the principals of Beijing Allstar Business Consulting
Co., Ltd., which is the current employer of Mu Zhang, our sole officer and
director.

It is the current intention of Mu Zhang and the principals of
Beijing Allstar Business Consulting Co., Ltd. that the Company find a suitable
operating company with which to enter into a reverse acquisition transaction.

Business Experience

The following summarizes the occupation and business experience
for our officer and director.

Mu Zhang has served as our Chief Executive Officer,
Chief Financial Officer, Secretary and Director since June 2011. Ms. Zhang has
been employed as a Vice President of Beijing Allstar Business Consulting Co.,
Ltd. since April 2008. During the past three years, she has provided consulting
services to Chinese companies seeking financing and listing opportunities in
U.S. and Hong Kong stock markets. From January to September of 2006, she served
as an English journalist with China Central Television. Ms. Zhang graduated from
the University of Southampton, United Kingdom, with a master degree in Finance
and Economics in 2007. She also holds a bachelor degree with dual majors in
Accounting and English from Tianjin University of Finance and Economics, China.
Ms. Zhang was selected to serve as a director of the Company because of her
knowledge and experience in finance, accounting, and maintaining public
companies, and her familiarity with the affairs of the Company.

Family relationships

There is no family relationship among any of our officers or
directors.

Involvement in certain legal proceedings

To the best of our knowledge, none of our directors, executive
officers or control persons has been convicted in a criminal proceeding,
excluding traffic violations or similar misdemeanors, or has been a party to any
judicial or administrative proceeding during the past ten years that resulted in
a judgment, decree or final order enjoining the person from future violations
of, or prohibiting activities subject to, federal or state securities laws
(except where not subsequently dismissed without sanction or settlement), or
from engaging in any type of business practice, or a finding of any violation of
federal or state securities laws. To the best of our knowledge, no petition
under the federal bankruptcy laws or any state insolvency law was filed by or
against, or a receiver, fiscal agent or similar officer was appointed by a court
for the business or property of any of our directors, officers or control
persons, or any partnership in which any of our directors, officers or control
persons was a general partner at or within two years before the time of such filing, or any corporation or business
association of which any of our directors, officers or control persons was an
executive officer at or within two years before the time of such filing.

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Audit Committee and Audit Committee Financial Expert

Our board of directors functions as an audit committee and
performs some of the same functions as an audit committee including: (1)
selection and oversight of our independent accountant; (2) establishing
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; and (3) engaging outside
advisors. We are not a "listed company" under SEC rules and are therefore not
required to have an audit committee comprised of independent directors. Our
board of directors has determined that its members do not include a person who
is an "audit committee financial expert" within the meaning of the rules and
regulations of the SEC. Our board of directors has determined that its sole
member is able to read and understand fundamental financial statements and has
substantial business experience that results in the member's financial
sophistication. Accordingly, the board of directors believes that its sole
member has the sufficient knowledge and experience necessary to fulfill the
duties and obligations that an audit committee would have.

Code of Ethics

A code of ethics relates to written standards that are
reasonably designed to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- Full, fair, accurate, timely and understandable disclosure in reports and
  documents that are filed with, or submitted to, the SEC and in other public
  communications made by the company;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting of violations of the code to an appropriate
  person or persons identified in the code; and
- Accountability for adherence to the code.

We have adopted a corporate code of ethics that applies to our
principal executive officer, principal accounting officer, and persons
performing similar functions, as set forth in Exhibit 14.1 hereto.

ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation

The following table sets forth all compensation awarded to,
earned by or paid to all persons serving as the Companys Chief Executive
Officer and directors. There were no other executive officers whose total salary
and bonus for the fiscal year ended June 30, 2011 exceeded $100,000.

20

---

SUMMARY COMPENSATION TABLE

NonqualifiedNon-Equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName and
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    Totalprincipal position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Mu Zhang Chief Executive Officer
      and Director (1)
    
    2011 2010
    
    
    0 0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0 0Fengling Wang, Former Director (1)
    
    2011 2010
    
    
    5,884 5,143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,884 5,143Jieping Huang Former Director (1)
    
    2011 2010
    
    
    5,884 5,143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,884 5,143Jieming Huang, Former Chief Executive
      Officer and Director(1)
    
    2011 2010
    
    
    5,884 5,143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,884 5,143


(1)On June 30, 2011, Jieming Huang resigned as an
officer and director of the Company, Fengling Wang and Jieping Huang resigned as
directors of the Company, and Mu Zhang was appointed as sole officer and
director of the Company.

Employment Agreements

None of the members of the Board of Directors or members of the
management team presently has employment agreements with us.

Outstanding Equity Awards at Fiscal Year End

There were no unexercised options, stock that has not vested or
equity incentive plan awards for any named executive officer outstanding as of
June 30, 2011.

Director Compensation

Our directors received salary compensation as disclosed in the
Summary Compensation Table above, but no longer receive any such salary
compensation. Our directors will not receive a fee for attending each board of
directors meeting or meeting of a committee of the board of directors. All
directors will be reimbursed for their reasonable out-of-pocket expenses
incurred in connection with attending board of director and committee meetings.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of September 13, 2011,
certain information regarding the beneficial ownership of Common Stock by (i)
each person who is known by us to own beneficially more than five percent of the
outstanding Common Stock, (ii) each of our directors and named executive
officers, and (iii) all directors and named executive officers as a group.
Unless otherwise specified, the address of each of the persons set forth below
is in care of the Company, Suite 6A02, Hanwei Plaza, 7 Guanghua Rd., Beijing,
China.

21

---

|                      | Name and Address of                                                              | Amount and Nature of |                     
|--------------------- | -------------------------------------------------------------------------------- | -------------------- | --------------------
|Title of Class        | Beneficial Owner                                                                 | Beneficial Owner     | Percent of Class (1)
|Officers andDirectors |                                                                                  |                      |                     
|Common Stock          | Jieming Huang (2)Former Chief
      Executive Officer                            | 286,313              | 12.0%               
|Common Stock          | Mu Zhang (3)Chief Executive Officer and Director                                 | 0                    | 0%                  
|                      | All executive officers and
      directors as a group (2)(3)                     | 286,313              | 12.0%               
|5% BeneficialOwners   |                                                                                  |                      | %                   
|Common Stock          | Favor Jumbo Enterprises Limited(2)A-2301 Shi Jia Hua Ting Changzho, Jiangsu, PRC | 286,313              | 12.0%               
|Common Stock          | Catalpa Holdings Inc. (3)                                                        | 447,429              | 18.7%               
|Common Stock          | First Prestige Inc. (3)                                                          | 665,180              | 27.8%               
|Common Stock          | JD Infinity Holdings Inc.
      (3)                                              | 475,129              | 19.9%               

(1)Based on 2,390,013 outstanding shares as of
September 13, 2011.

(2)286,313 shares are held in the name of Favor
Jumbo Enterprises Limited, controlled by Qian Wang. Qian Wang is the wife of
former Chief Executive Officer, Jieming Huang.

(3)First Prestige, Inc., JD Infinity Holdings, Inc.
and Catalpa Holdings, Inc. currently hold 665,180, 475,129 and 447,429 shares of
the Companys common stock, or 27.8%, 19.9% and 18.7% of the Companys currently
outstanding shares, respectively. First Prestige, Inc. is controlled by Hongtao
Shi. JD Infinity Holdings, Inc. is controlled by Liuyi Zhang. Catalpa Holdings,
Inc. is controlled by Fred Chang. Hongtao Shi, Liuyi Zhang and Fred Chang are
the principals of Beijing Allstar Business Consulting Co., Ltd., which is the
current employer of Mu Zhang, our Chief Executive Officer. If such persons are
considered a group under SEC rules, then their holdings would in the aggregate
amount to 1,587,738 shares, or 66.4% of our outstanding common shares.

Change in Control

It is our current intention to find a suitable
operating company with which to enter into a reverse acquisition transaction,
which transaction would likely result in a change of control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTORINDEPENDENCE.

Transactions with Related Persons

Until we disposed of our operating subsidiary on June 30, 2011,
we leased office and warehouse space from our former board director, Fengling
Wang and Changzhou CTS Fashion Co., Ltd. Changzhou CTS Fashion Co., Ltd. is
owned by our former chief executive officer, Jieming Huang.

Until we disposed of our operating subsidiary on June 30, 2011,
our executive office was located at Minhang District, 89 Xinbang Road, Suite
305-B5, Shanghai, P.R. China, and consisted of approximately 3,340 square feet
(310 square meters). The owner of this office was one of our former board
directors, Fengling Wang. The lease term was from January 1, 2008 to December
31, 2012 for five years. The lease was provided to us at annual rate of RMB
60,000, approximately $8,809, which was at a market rate of monthly rent of RMB
15 per square meter in an area close to Shanghai.

22

---

Until we disposed of our operating subsidiary on June 30, 2011,
we also had a 41,979 square feet (3,900 square meters) warehouse located in
Jiafang Yuan, Building 7, 3rd floor, No.88 North Hubin Road, Wujing
District, Changzhou, Jiangsu province, China. The lease was between Shanghai
Baby Fox Fashion Co., Ltd. and a related party, Changzhou CTS Fashion Co., Ltd.
The leasing term was from January 1, 2007 to December 31, 2011. The rent was RMB
150,000 per year, approximately $22,629, payable every six months, which
approximates a market rate at RMB 3.20 per square meter per month for warehouse
in Changzhou. Changzhou CTS Fashion Co., Ltd. is owned by our former chief
executive officer, Jieming Huang. The rent is at a market rate.

Until we disposed of our operating subsidiary on June 30, 2011,
we had a 16,146 square feet (1,500 square meters) office space at Jiafang Yuan,
Building 5, 1st floor, No.88 North Hubin Road, Wujing District,
Changzhou, Jiangsu province, China. The lease was between Shanghai Baby Fox
Fashion Co., Ltd. and a related party, Changzhou CTS Fashion Co., Ltd. The
leasing term was from January 1, 2007 to December 31, 2011. The rent was
approximately $12,069 (RMB 80,000) per year payable every six months, which
approximates the market rate at RMB 4.50 per square meters per month in this
area of Changzhou.

Until we disposed of our operating subsidiary on June 30, 2011,
we purchased a significant portion of our merchandise from Changzhou CTS which
is owned by our former CEO. Products we bought from Changzhou include overcoats,
wind coats, jackets, shirts, trousers, skirts and knitwear, etc. Products and
designs ordered by Baby Fox were manufactured exclusively for us and not allowed
to be sold to third parties. The quantity of purchases was based upon orders
from Baby Fox stores and price was based on cost of production confirmed by our
supervisors plus 10-15% markup covering general and administrative expenses.
Other material terms such as delivery time were determined by our purchasing
managers based on market condition and store demand. Changzhou CTS could not
modify purchase terms without our prior approval. Total purchases from Changzhou
CTS for the years ended June 30, 2011 and 2010 approximated $20,226,216 and
$13,170,782, respectively. Our total accounts payable to Changzhou CTS as of
June 30, 2011 and 2010 aggregated $0 and $9,510,853, respectively. These amounts
were non-interest bearing and due on demand.

Total payments we made to Changzhou CTS for the years ended
June 30, 2011 and 2010 were $2,925,542 and $13,724,785, respectively.

On February 18, 2008, we entered into a loan agreement with our
former CEO, Jieming Huang, pursuant to which, we borrowed $810,160. The loan
agreement was subject to a five-year term with five percent annual interest
(5%). Interest expense accrued for the loan was $40,508 and $40,508 in each of
fiscal 2011 and 2010, respectively. We did not make any payments of such accrued
interest before such loan was novated, and we were released with respect to any
obligation with respect to such loan, on June 30, 2011. As of June 30, 2011, the
loan and related interest became the obligation of Newco as a result of the
Novation Agreement discussed above.

On June 30, 2011, the Company entered into and closed a
Reorganization Agreement with our former operating subsidiary Shanghai Baby Fox,
Baby Fox Limited, Hitoshi Yoshida and BBFX Holding Corp. (Newco). Pursuant to
the terms of the Reorganization Agreement, the Company transferred all of its
ownership interest in Shanghai Baby Fox, its operating subsidiary, to Newco in
exchange for all of the capital stock of Newco, and then transferred all of its
ownership interest in Newco to Baby Fox Limited, its former majority shareholder
which is wholly owned by Hitoshi Yoshida, and Hitoshi Yoshida, in consideration
for Baby Fox Limited and Hitoshi Yoshida agreeing to cancelation of an aggregate
of 38,057,487 shares of the Companys Common Stock previously held by them,
which shares constituted approximately 94% of the Companys outstanding shares
of Common Stock. As a result of the disposition of Newco and Shanghai Baby Fox,
the Company currently has no subsidiaries and has disposed of nearly all of its
operating assets other than a bank account with a small balance for current
operating expenses.

The Reorganization was structured with the intent that the
operating company should be transferred from the Company to Baby Fox Limited and
Mr. Yoshida in exchange for their cancellation of their shares in the Company
while the remaining shareholders in the Company should receive the residual
value in the Company as a shell company available to enter into some future
transaction with another operating company.

Our board of directors approved these transactions listed
above. We have no independent board members.

23

---

Besides related party transaction stated above, none of the
following persons has any direct or indirect material interest in any
transaction to which we are a party since July 1, 2009 or in any proposed
transaction to which we are proposed to be a party:

|(A) | Any of our directors or officers;                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | Any proposed nominee for election as our
  director;                                                                                                                                                          
|(C) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our Common
      Stock; or                                                     
|(D) | Any relative or spouse of any of the foregoing persons,
      or any relative of such spouse, who has the same house as such person or
      who is a director or officer of any parent or subsidiary of
  us.

Director Independence

We currently do not have any independent directors, as the term
independent is defined by the rules of the Nasdaq Stock Market.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

GBH CPAs, PC served as our independent accountants for part of
the fiscal year ended June 30, 2011 and Friedman LLP served as our independent
accountants for the fiscal year ended June 30, 2010 and part of the fiscal year
ended June 30, 2011.

During the fiscal years ended June 30, 2010 and June 30, 2011,
fees for services provided by Friedman LLP and GBH CPAs, PC, respectively, were
as follows:

|                   |   | 2010   |  |   | 2011   |    
|------------------ | - | ------ |  | - | ------ | ---
|Audit fees(1)      | $ | 64,181 |  | $ | 59,000 | (3)
|Audit-related fees |   | -      |  |   | -      |    
|Tax fees(2)        |   | 1,256  |  |   | -      |    
|All other fees     |   | -      |  |   | -      |    
|Total              |   | 65,438 |  |   | 59,000 | (3)

|(1) | Consists of fees billed for the audit of our annual
      financial statements, review of financial statements included in our
      Quarterly Reports on Form 10-Q and services that are normally provided by
      the accountant in connection with statutory and regulatory filings or
      engagements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                              
|(2) | Tax Fees consisted of fees billed for professional
      services rendered by the principal accountant for tax compliance, tax
      advice, and tax planning.                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                              
|(3) | $22,000 of such amount was attributable to GBH CPAs, PC
      and $27,000 of such amount was attributable to Friedman LLP.                                                                                                                                                                                   

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit
services performed by our auditors must be approved in advance by our Board to
assure that such services do not impair the auditors independence from us. In
accordance with its policies and procedures, our Board pre-approved the audit
service performed by GBH CPAs, PC for our financial statements as of and for the
year ended June 30, 2011.

24

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.

I. Listing of Documents

(1)Financial
Statements.

Reports of Independent Registered
Public Accounting Firms

Balance Sheets as of June 30, 2011 and
2010

Statements of Operations and Other
Comprehensive Loss for the Years Ended June 30, 2011 and 2010

Statement of Changes in Stockholders
Equity (Deficit) for the Years Ended June 30, 2011 and 2010

Statements of Cash Flows for the Years
Ended June 30, 2011 and 2010

Notes to Financial Statements

(3) The following Exhibits are filed as
part of this report on Form 10-K:

|Exhibit |                                                                                                                                                                                                                                                                                                                           
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                                                                                                                                                    
|3.1     | Articles of Incorporation of
      the Company (incorporated by reference to Exhibit 3.1 to the registrants
      Form S-1 filed with the SEC on May 12, 2008).                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                           
|3.2     | Amended and Restated Bylaws of
      the Company (incorporated by reference to Exhibit 3.2 to the registrants
      Form 8-K filed with the SEC on July 7, 2011).                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                           
|10.1    | Reorganization Agreement dated
      June 30, 2011, by and among Baby Fox International, Inc., Shanghai Baby
      Fox Fashion Co., Ltd., Baby Fox Limited, Hitoshi Yoshida and BBFX Holding
      Corp. (incorporated by reference to Exhibit 2.1 to the registrants Form
      8-K filed with the SEC on July 7, 2011).
|        |                                                                                                                                                                                                                                                                                                                           
|10.2    | Novation Agreement dated June
      30, 2011, by and among Jieming Huang, Baby Fox International, Inc. and
      BBFX Holding Corp. (incorporated by reference to Exhibit 10.1 to the
      registrants Form 8-K filed with the SEC on July 7, 2011).                                                                    
|        |                                                                                                                                                                                                                                                                                                                           
|10.3    | Termination Agreement dated
      June 30, 2011, between Baby Fox International, Inc. and Beijing Allstar
      Business Consulting, Inc. (incorporated by reference to Exhibit 10.2 to
      the registrants Form 8-K filed with the SEC on July 7, 2011).                                                              
|        |                                                                                                                                                                                                                                                                                                                           
|14.1    | Code of Ethics (incorporated by
      reference to Exhibit 14.1 to the registrants Form S-1 filed with the SEC
      on May 12, 2008).                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                           
|21.1*   | Subsidiaries of the registrant.                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                           
|31.1*   | Certification of Principal
      Executive Officer and Principal Financial Officer filed pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                           
|32.1*   | Certifications of Principal
      Executive Officer and Principal Financial Officer furnished pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.*                                                                                                      

* Filed herewith.

25

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                         | BABY FOX INTERNATIONAL, INC.               
|------------------------ | -------------------------------------------
|                         |                                            
|Date: September 27, 2011 | By: /s/ Mu
      Zhang                     
|                         | Mu
      Zhang                             
|                         | Chief
      Executive Officer,             
|                         | Chief
      Financial Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature              |  | Capacity                                                                                          |  | Date              
|---------------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------------
|                       |  |                                                                                                   |  |                   
|By: /s/ Mu
      Zhang |  | Chief Executive Officer, Chief Financial
      Officer, Secretary and sole Director               |  | September 27, 2011
|Mu Zhang               |  | (Principal Executive Officer, Principal
      Financial Officer and Principal Accounting Officer) |  |                   

26

---

FINANCIAL STATEMENTS

Index to Financial Statements

|                                                                                                        | Page
|------------------------------------------------------------------------------------------------------- | ----
|Reports of Independent Registered Public
      Accounting Firms                                         | F-2 
|Balance Sheets as of June 30, 2011 and 2010                                                             | F-4 
|Statements of Operations and Other
      Comprehensive Loss for the Years Ended June 30, 2011 and 2010  | F-5 
|Statement of Changes in Stockholders Equity (Deficit) for
      the Years Ended June 30, 2011 and 2010 | F-6 
|Statements of Cash Flows for the Years
      Ended June 30, 2011 and 2010                               | F-7 
|Notes to Financial Statements                                                                           | F-8 

F-1

---

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Baby Fox International, Inc.
Beijing, China

We have audited the accompanying balance sheet of Baby Fox
International, Inc. (the Company) as of June 30, 2011, and the related
statements of operations and other comprehensive loss, stockholders equity
(deficit) and cash flows for the year then ended. These financial statements are
the responsibility of the Companys management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit 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. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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
audit provides 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 Baby Fox
International, Inc. as of June 30, 2011 and the results of their operations and
their cash flows for the year then ended, 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
4 to the financial statements, the Company has a working capital deficiency, has
no stabilized source of revenues and needs additional cash resources to maintain
its operations. Those conditions raise substantial doubt about the Companys
ability to continue as a going concern. Managements plans in regard to those
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC www.gbhcpas.com Houston, Texas

September 27, 2011

F-2

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
Baby Fox International Inc. and subsidiary

We have audited the accompanying consolidated balance sheet
of Baby Fox International Inc. and subsidiary (the "Company") as of June 30,
2010 and the related consolidated statements of operations and other
comprehensive income (loss), changes in stockholders deficiency, and cash flows
for the year then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit 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. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Baby Fox International Inc. and subsidiary as of June 30, 2010, and
the results of its operations and its cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 4 to the consolidated financial statements, the Companys
losses, negative cash flows from operations and working capital deficiency raise
substantial doubt about its ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 4. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

/s/ Friedman LLP 
Friedman LLP

Marlton, NJ

September 27, 2010, except for Note 2, as to which the date
is September 27, 2011

F-3

---

BABY FOX INTERNATIONAL, INC. BALANCE SHEETS

|                                                                                                                                                                            |   | June 30, |   |   | June 30,   |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ---------- | -
|                                                                                                                                                                            |   | 2011     |   |   | 2010       |  
|                                                                                                                                                                            |   |          |   |   |            |  
|ASSETS                                                                                                                                                                      |   |          |   |   |            |  
|CURRENT ASSETS:                                                                                                                                                             |   |          |   |   |            |  
|                                                                                                                                                                            |   |          |   |   |            |  
|Cash                                                                                                                                                                        | $ | 16,549   |   | $ | 19,096     |  
|Current assets from discontinued operation                                                                                                                                  |   | -        |   |   | 9,991,767  |  
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL CURRENT ASSETS                                                                                                                                                        |   | 16,549   |   |   | 10,010,863 |  
|                                                                                                                                                                            |   |          |   |   |            |  
|Long-term assets from discontinued
      operation                                                                                                                          |   | -        |   |   | 258,138    |  
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL ASSETS                                                                                                                                                                | $ | 16,549   |   | $ | 10,269,001 |  
|                                                                                                                                                                            |   |          |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                                                                                        |   |          |   |   |            |  
|                                                                                                                                                                            |   |          |   |   |            |  
|CURRENT LIABILITIES:                                                                                                                                                        |   |          |   |   |            |  
|                                                                                                                                                                            |   |          |   |   |            |  
|Accrued liabilities                                                                                                                                                         | $ | 5,000    |   | $ | 87,354     |  
|Current liabilities from discontinued operations                                                                                                                            |   | -        |   |   | 16,407,202 |  
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL CURRENT LIABILITIES                                                                                                                                                   |   | 5,000    |   |   | 16,494,556 |  
|                                                                                                                                                                            |   |          |   |   |            |  
|LONG-TERM LIABILITIES FROM DISCONTINUED
      OPERATIONS                                                                                                                    |   | -        |   |   | 810,160    |  
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL LIABILITIES                                                                                                                                                           |   | 5,000    |   |   | 17,304,716 |  
|                                                                                                                                                                            |   |          |   |   |            |  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                              |   |          |   |   |            |  
|Preferred Stock, $0.001 par value,
      10,000,000 shares authorized, 0 shares issued and outstanding                                                                      |   | -        |   |   | -          |  
|Common Stock, $0.001 par value, 90,000,000 shares
      authorized, 2,390,013 and 40,427,500 shares issued and outstanding as of
      June 30, 2011 and 2010, respectively |   | 2,390    |   |   | 40,427     |  
|Additional paid-in capital                                                                                                                                                  |   | 69,980   |   |   | -          |  
|Accumulated deficit                                                                                                                                                         |   | (60,821  | ) |   | (7,095,053 | )
|Accumulated other comprehensive income                                                                                                                                      |   | -        |   |   | 18,911     |  
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                        |   | 11,549   |   |   | (7,035,715 | )
|                                                                                                                                                                            |   |          |   |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                                                                                                  | $ | 16,549   |   | $ | 10,269,001 |  

See accompanying notes to financial statements.

F-4

---

BABY FOX INTERNATIONAL, INC.STATEMENTS OF
OPERATIONS AND OTHER COMPREHENSIVE LOSS

|                                                      |   | FOR THE YEAR ENDED JUNE
      30, |  
|----------------------------------------------------- | - | --------------------------------- | -
|                                                      |   | 2011                              |  
|                                                      |   |                                   |  
|REVENUE                                               | $ | -                                 |  
|                                                      |   |                                   |  
|OPERATING EXPENSES:                                   |   |                                   |  
|General and administrative expenses                   |   | 219,215                           |  
|                                                      |   |                                   |  
|TOTAL OPERATING EXPENSES                              |   | 219,215                           |  
|                                                      |   |                                   |  
|NET LOSS FROM CONTINUING OPERATIONS                   |   | (219,215                          | )
|                                                      |   |                                   |  
|DISCONTINUED OPERATIONS (NET OF TAXES)                |   |                                   |  
|Loss from discontinued operations                     |   | (1,441,116                        | )
|                                                      |   |                                   |  
|NET LOSS                                              |   | (1,660,331                        | )
|                                                      |   |                                   |  
|OTHER COMPREHENSIVE INCOME (LOSS):                    |   |                                   |  
|Effect of reorganization                              |   | 314,754                           |  
|Foreign currency translation
      loss               |   | (333,665                          | )
|                                                      |   |                                   |  
|COMPREHENSIVE LOSS                                    | $ | (1,679,242                        | )
|                                                      |   |                                   |  
|BASIC AND DILUTED LOSS PER SHARE                      |   |                                   |  
|Continuing operations                                 | $ | (0.01                             | )
|Discontinued operations                               |   | (0.03                             | )
|Total                                                 | $ | (0.04                             | )
|                                                      |   |                                   |  
|BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING |   | 40,443,304                        |  

See accompanying notes to financial statements.

F-5

---

BABY FOXINTERNATIONAL,INC.STATEMENTOFCHANGESINSTOCKHOLDERS'EQUITY(DEFICIT)

ACCUMULATEDPREFERRED
    
    
    
    
    
    
    
    
    ADDITIONAL
    
    
    
    
    
    OTHER
    
    
    TOTALSTOCK
    
    
    COMMON STOCK
    
    
    PAID-IN
    
    
    ACCUMULATED
    
    
    COMPREHENSIVE
    
    
    STOCKHOLDERS'Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    CAPITAL
    
    
    DEFICITS
    
    
    INCOME (LOSS)
    
    
    EQUITY(DEFICIT)BALANCES - June 30, 2009
    
    -
    
    $
    -
    
    $
    40,427,500
    
    $
    40,427
    
    $
    -
    
    $
    (6,659,522
    )
    $
    49,633
    
    $
    (6,569,462
    )Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (435,531
    )
    
    -
    
    
    (435,531
    )Foreign currency translation adjustment
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (30,722
    )
    
    (30,722
    )BALANCES - June 30, 2010
    
    -
    
    
    -
    
    
    40,427,500
    
    
    40,427
    
    
    -
    
    
    (7,095,053
    )
    
    18,911
    
    
    (7,035,715
    )Common stock issued for legal services
    
    -
    
    
    -
    
    
    20,000
    
    
    20
    
    
    69,980
    
    
    -
    
    
    -
    
    
    70,000Effect of reorganization
    
    -
    
    
    -
    
    
    (38,057,487
    )
    
    (38,057
    )
    
    -
    
    
    8,694,563
    
    
    314,754
    
    
    8,971,260Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,660,331
    )
    
    -
    
    
    (1,660,331
    )Foreign currency translation adjustment
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (333,665
    )
    
    (333,665
    )BALANCES - June 30, 2011
    
    -
    
    $
    -
    
    $
    2,390,013
    
    $
    2,390
    
    $
    69,980
    
    $
    (60,821
    )
    $
    -
    
    $
    11,549


See accompanying notes to financial statements.

F-6

---

BABY FOX INTERNATIONAL, INC. STATEMENTS OF CASH
FLOWS

|                                                                                                                                              |   | FOR THE YEAR ENDED JUNE
      30, |  
|--------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------- | -
|                                                                                                                                              |   | 2011                              |  
|                                                                                                                                              |   |                                   |  
|OPERATING ACTIVITIES:                                                                                                                         |   |                                   |  
|Net loss                                                                                                                                      | $ | (1,660,331                        | )
|Net loss from discontinued operations                                                                                                         |   | 1,441,116                         |  
|Net loss from continuing operations, net of income taxes                                                                                      |   | (219,215                          | )
|Adjustments to reconcile net loss from
      continuing operations to net cash used in operating activities from
      continuing operations: |   |                                   |  
|Common stock issued for legal services                                                                                                        |   | 70,000                            |  
|Change in operating assets and
      liabilities:                                                                                             |   |                                   |  
|Accrued liabilities                                                                                                                           |   | 146,668                           |  
|                                                                                                                                              |   |                                   |  
|NET CASH USED IN OPERATING
      ACTIVITIES                                                                                                   |   | (2,547                            | )
|                                                                                                                                              |   |                                   |  
|DECREASE IN CASH                                                                                                                              |   | (2,547                            | )
|                                                                                                                                              |   |                                   |  
|CASH - BEGINNING OF THE PERIOD                                                                                                                |   | 19,096                            |  
|                                                                                                                                              |   |                                   |  
|CASH - END OF THE PERIOD                                                                                                                      | $ | 16,549                            |  
|                                                                                                                                              |   |                                   |  
|DISCONTINUED OPERATIONS:                                                                                                                      |   |                                   |  
|Net cash used in operating activities                                                                                                         | $ | (2,763,795                        | )
|Net cash used in
      investing activities                                                                                                   |   | (94,720                           | )
|Net cash provided by financing
      activities                                                                                               |   | 2,887,830                         |  
|                                                                                                                                              |   |                                   |  
|INCREASE (DECREASE) IN CASH FROM DISCONTINUED
      OPERATIONS                                                                                |   | 29,315                            |  
|                                                                                                                                              |   |                                   |  
|EFFECT OF FOREXCHANGE RATES ON CASH & CASH
      EQUIVALENTS                                                                                  |   | 8,682                             |  
|                                                                                                                                              |   |                                   |  
|CASH - BEGINNING OF THE YEAR FROM DISCONTINUED
      OPERATIONS                                                                               |   | 161,380                           |  
|CASH - END OF THE YEAR FROM
      DISCONTINUED OPERATIONS                                                                                     | $ | 199,377                           |  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

|Income tax paid       | $ | - |  | $ | - | 
|--------------------- | - | - |  | - | - | 
|Interest expense paid | $ | - |  | $ | - | 

See accompanying notes to financial statements.

F-7

---

BABY FOX INTERNATIONAL, INC. NOTES TO FINANCIAL
STATEMENTS

1. HISTORY AND ORGANIZATION OF THE COMPANY

Baby Fox International, Inc. (the Company), through its
wholly-owned subsidiary Shanghai Baby Fox Fashion Co., Ltd. (Shanghai Baby
Fox) was a specialty retailer, developer and designer of fashionable,
value-priced womens apparel and accessories. The Company primarily sold
merchandise through its corporate-owned stores located within upscale shopping
malls across China. The mall operator collected the proceeds of sales from
customers and remits the proceeds, net of rent and other charges, to the
Company. In addition, the Company sold merchandise to licensed non-corporate
owned stores which only carry the Baby Fox brand merchandise.

On June 30, 2011, the Company entered into and closed a
reorganization agreement (the Reorganization Agreement), with Shanghai Baby
Fox, Baby Fox Limited, Hitoshi Yoshida and BBFX Holding Corp. (Newco).
Pursuant to the terms of the Reorganization Agreement, the Company transferred
all of its ownership interest in Shanghai Baby Fox, its operating subsidiary, to
Newco in exchange for all of the capital stock of Newco (the Subsidiary
Transfer), and then transferred all of its ownership interest in Newco to Baby
Fox Limited, its majority shareholder which is wholly owned by Hitoshi Yoshida
(the Disposition). Accordingly, Baby Fox Limited and Hitoshi Yoshida canceled
an aggregate of 38,057,487 shares of the Companys common stock held by them,
which shares constituted approximately 94% of the Companys outstanding shares
of common stock immediately before the cancellation. (the Share Cancellation
and, together with the Subsidiary Transfer and the Disposition, the
Reorganization).

On June 30, 2011, the Company entered into a novation agreement
(the Novation Agreement) with Jieming Huang and Newco, pursuant to which Newco
became the obligor and assumed all of the obligations and rights of the Company
(the Novation) under that certain Loan Agreement dated February 18, 2008 (the
Original Loan Agreement), pursuant to which Jieming Huang provided a loan with
a principal amount of $810,160 and with a five percent annual interest rate to
the Company. As a result of the Novation, the Company is no longer a party to
the Original Loan Agreement and is no longer obligated to repay the related loan
balance. At the time of entering into the Novation Agreement, Jieming Huang was
the Chief Executive Officer and a director of the Company.

2. DISCONTINUED OPERATIONS

As discussed in Note 1, the Company completed its
Reorganization on June 30, 2011. The Reorganization resulted in an addition of
$8,694,563 to the retained earnings, which was primarily comprised of net
liabilities assumed by Newco and the recognition of the accumulated foreign
currency translation gain of $314,754.

Shanghai Baby Fox has been reflected as discontinued operations
for all periods presented in the Companys financial statements. Accordingly,
the revenue, costs, expenses, assets and liabilities of Shanghai Baby Fox have
been reported separately in the statements of operations and balance sheets for
all periods presented. The results of discontinued operations do not reflect any
allocation of corporate general and administrative expense. Interest expenses
were $117,205 and $124,191 for the years ended June 30, 2011 and 2010,
respectively. Interest expenses on debt were all allocated to discontinued
operations as all debt outstanding on the Reorganization date was assumed by the
Newco as a result of the Reorganization.

F-8

---

The amounts reported as assets of the discontinued operations
comprise the following:

|                                          |   | June 30, 2010 | 
|----------------------------------------- | - | ------------- | 
|                                          |   |               | 
|Cash                                      | $ | 161,380       | 
|Accounts receivable, net                  |   | 2,863,542     | 
|Inventory, net                            |   | 6,808,309     | 
|Prepaid expenses and other current assets |   | 158,536       | 
|TOTAL CURRENT ASSETS                      |   | 9,991,767     | 
|Property and equipment, net               |   | 51,037        | 
|Deposits                                  |   | 207,101       | 
|TOTAL ASSETS                              | $ | 10,249,905    | 

The amounts reported as liabilities of the discontinued
operations comprise the following:

|                                               |   | June 30, 2010 | 
|---------------------------------------------- | - | ------------- | 
|                                               |   |               | 
|Accounts payable  trade                       | $ | 515,298       | 
|Accounts payable  affiliated company          |   | 9,510,853     | 
|Deposits payable & customer advances           |   | 1,263,502     | 
|Accrued expenses and other current liabilities |   | 2,663,866     | 
|Loans payable - officer and stockholder        |   | 35,341        | 
|Current portion of long-term debt              |   | 1,575,638     | 
|Dividends payable                              |   | 842,704       | 
|TOTAL CURRENT LIABILITIES                      |   | 16,407,202    | 
|LONG-TERM DEBT                                 |   | 810,160       | 
|TOTAL LIABILITIES                              | $ | 17,217,362    | 

The amounts reported in loss from discontinued operations were
as follows:

|                                                             |   | For years ended June
      30, |  
|------------------------------------------------------------ | - | ------------------------------ | -
|                                                             |   | 2011                           |  
|                                                             |   |                                |  
|Revenues                                                     | $ | 23,838,253                     |  
|Loss from discontinued operations before income taxes        |   | 1,345,994                      |  
|Loss from operation of discontinued operations, net of taxes |   | 1,126,362                      |  
|Loss from disposal of discontinued operations                |   | 314,754                        |  
|Loss from discontinued operations                            |   | (1,441,116                     | )

RELATED PARTY TRANSACTIONS:

The Company purchased 100% of its merchandise for the years
ended June 30, 2011 and 2010 from Changzhou CTS Fashion Co., Ltd. (CTS) which
was owned by the former majority shareholder and Chief Executive Officer (CEO)
of the Company. Total purchases from CTS amounted to $20,226,216 and $13,170,782
for the years ended June 30, 2011 and 2010, respectively.

Total accounts payable to CTS as of June 30, 2011 and 2010 were
$0 and $9,510,853, respectively. These payables do not bear interest and are due
upon demand during the normal course of business operations. Payables to CTS as
of June 30, 2010 have been reclassified to current liabilities from discontinued
operations.

The Company also rents warehouse and office space from CTS and
one of its former board directors, Ms. Fengling Wang. Total rent to CTS and
Fengling Wang, respectively, were $34,684 and $9,048 for the year ended June 30, 2011 and $33,767 and $8,809 for the year ended
June 30, 2010, respectively. Rent to related parties is included in the loss
from discontinued operations.

F-9

---

On February 18, 2008, The Company entered into a loan agreement
with its former CEO, Jieming Huang, pursuant to which, the Company borrowed
$810,160 from Mr. Jieming Huang. The loan agreement is subject to a five-year
term with five percent (5%) annual interest payable in arrears. Loan from Mr.
Jieming Huang is included in the accompanying financial statements as long-term
debt and has been reclassified to liabilities of discontinued operations. As of
June 30, 2011, the loan is the obligation of Newco.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The financial statements include the accounts of the Company
and its wholly-owned subsidiary, Shanghai Baby Fox. All significant
inter-company balances and transactions have been eliminated. The financial
statements of fiscal year 2010 were restated to reflect the discontinuation of
Shanghai Baby Fox.

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of net revenue and expenses during each
reporting period. The Companys significant estimates include estimates for
reserves for inventory markdowns, allowance for doubtful accounts and useful
lives of property and equipment. Actual results could differ from those
estimates.

Foreign currency translation

The reporting currency of the Company is the US dollar. The
functional currency of Baby Fox International is the US dollar. Shanghai Baby
Fox uses its local currency, the Chinese Renminbi (RMB) as its functional
currency. In accordance with accounting standards regarding foreign currency
translation, results of operations and cash flows are translated at the average
exchange rates during the period, assets and liabilities are translated at the
exchange rates at the balance sheet dates, and equity is translated at the
historical exchange rates. As a result, amounts related to assets and
liabilities reported on the statement of cash flows will not necessarily agree
with changes in the corresponding balances on the balance sheets.

Translation gains and losses that arise from exchange rate
fluctuations on transactions denominated in a currency other than the functional
currency are included in the results of operations as incurred. Gains and losses
from foreign currency transactions are included in the results of operations.
The Company did not have any material transaction gain or loss for the years
ended June 30, 2011 and 2010.

Cash and cash equivalents

The Company includes in cash and cash equivalents all
short-term, highly liquid investments that mature within three months of their
acquisition date. Cash equivalents consist principally of investments in
interest-bearing demand deposit accounts and liquidity funds with financial
institutions and are stated at cost, which approximates fair value.

Income taxes

Deferred tax assets and liabilities are recognized for future
tax consequences attributable to differences between financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. In addition, of the Company recognizes future tax benefits, such as
carryforwards, to the extent that realization of such benefits is more likely
than not and that a valuation allowance is provided when it is more likely than
not that some portion of the deferred tax asset will not be realized.

F-10

---

Loss per share

Basic earnings per share (EPS) is computed by dividing net
income available to common stockholders by the weighted average number of common
shares outstanding during the period, excluding the effects of any potentially
dilutive securities. Diluted EPS gives effect to all dilutive potential of
shares of common stock outstanding during the period including stock options or
warrants, using the treasury stock method (by using the average stock price for
the period to determine the number of shares assumed to be purchased from the
exercise of stock options or warrants), and convertible debt or convertible
preferred stock, using the if-converted method. EPS excludes all potential
dilutive shares of common stock if their effect is anti-dilutive.

For the years ended June 30, 2011 and 2010, there were no
potentially dilutive financial instruments outstanding. Basic and diluted loss
per share is computed as net loss divided by the weighted-average number of
common shares outstanding for the period.

Recent accounting pronouncements

The Company does not expect that any recently issued accounting
pronouncement will have a significant impact on the results of operations,
financial position, or cash flows of the Company.

4. GOING CONCERN

As reflected in the accompanying financial statements, the
Company has a working capital deficiency, has no stabilized source of revenues
and needs additional cash resources to maintain its operations. These factors
raise substantial doubt about our ability to continue as a going concern. The
Companys ability to continue as a going concern is dependent on its ability to
raise additional capital or obtain necessary debt financing. These financial statements do
not include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. Management is currently
working on a new business plan and looking for additional funding sources to
support its ongoing business.

5. EQUITY TRANSACTIONS

On September 16, 2010, the Company issued 20,000 shares to The
Crone Law Group for legal services valued at $70,000. The shares consisted of
10,000 shares for the firms work on the registration statement on Form S-1 and
10,000 shares for the reduced hourly rate offered for the firms on-going work.
These shares were recorded by the Company on the grant date at their fair
values.

In connection to the Reorganization, an aggregate of 38,057,487
shares of the Companys Common Stock held by Baby Fox Limited and Hitoshi
Yoshida were cancelled on June 30, 2011.

F-11

---