UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549






FORM 20-F




(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31,
2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell
company report. For the transition period from ___ to __.

Commission file
number 333-174224






Flint Int’l Services, Inc.

(Exact name of Registrant as specified in
its charter)






British Virgin Islands

(Jurisdiction
of incorporation or organization)




5732 Hwy 7 West

Unit 15

Vaughn, ON, L4L 3A2, Canada

(Address
of principal executive offices)




Mr. Russell Hiebert

5732 Hwy 7 West

Unit 15

Vaughn, ON, L4L 3A2, Canada

(877) 439 3001

(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant
to Section 12(b) of the Act.





| |                             | 
| | --------------------------- | 
| | (Title of each class)       | 
| | Oridinary shares, par value | 
| | US$0.001 per share          | 



Securities registered or to be registered
pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the Period covered by the annual report.

As
of July 30, 2012 there were 7,500,000 shares of the issuer’s common stock, $0.001 par value outstanding and 0 shares of
the issuer’s preferred stock, $0.001 par value outstanding.











Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈YesxNo

If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. ̈YesxNo

Note – Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under
those Sections.

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

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                       
|------------------------ |  | ------------------ |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filerx

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



|           |  |                                                                                                                                |  |       
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ------
|U.S. GAAPx |  | International Financial Reporting Standards
        as issued
        by
        the International Accounting Standards Board ̈ |  | Other ̈

If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow. ̈Item 17 ̈Item 18

If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ̈YesxNo





(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS

DURING THE PAST FIVE YEARS)

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ̈Yes ̈No











TABLE OF CONTENTS



|                                                                                          |  | Page |    
|----------------------------------------------------------------------------------------- |  | ---- | ---
|INTRODUCTION                                                                              |  |      | ii 
|                                                                                          | 
|PRESENTATION
    OF FINANCIAL INFORMATION                                                 |  |      | ii 
|                                                                                          | 
|CURRENCY
    TRANSLATION                                                                  |  |      | ii 
|                                                                                          | 
|CAUTIONARY
    STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS                            |  |      | iii
|                                                                                          | 
|Item 1.
    Identity of Directors, Senior Management and Advisers                         |  |      | 1  
|                                                                                          | 
|Item 2.
    Offer Statistics and Expected Timetable                                       |  |      | 1  
|                                                                                          | 
|Item 3.
    Key Information                                                               |  |      | 1  
|                                                                                          | 
|Item 4.
    Information on the Company                                                    |  |      | 5  
|                                                                                          | 
|Item 4A.
    Unresolved Staff Comments                                                    |  |      | 8  
|                                                                                          | 
|Item 5.
    Operating and Financial Review and Prospects                                  |  |      | 9  
|                                                                                          |  |      |    
|Item 6.
    Directors, Senior Managers and Employees                                      |  |      | 12 
|                                                                                          | 
|Item 7.
    Major Shareholders and Related Party Transactions                             |  |      | 14 
|                                                                                          | 
|Item 8.
    Financial Information                                                         |  |      | 15 
|                                                                                          | 
|Item 9.
    The Offer and Listing                                                         |  |      | 16 
|                                                                                          | 
|Item 10.
    Additional Information                                                       |  |      | 16 
|                                                                                          | 
|Item 11.
    Quantitative and Qualitative Disclosures About Market Risk                   |  |      | 25 
|                                                                                          | 
|Item 12.
    Description of Securities Other than Equity Securities                       |  |      | 25 
|                                                                                          | 
|Item 13.
    Defaults, Dividend Arrearages and Delinquencies                              |  |      | 26 
|                                                                                          | 
|Item 14.
    Material Modifications to the Rights of Security Holders and Use of Proceeds |  |      | 26 
|                                                                                          | 
|Item 15.
    Controls and Procedures                                                      |  |      | 26 
|                                                                                          | 
|Item 16.
    [Reserved]                                                                   |  |      | 27 
|                                                                                          | 
|Item 16A.
    Audit committee financial expert                                            |  |      | 27 
|                                                                                          | 
|Item 16B.
    Code of Business Conduct and Ethics                                         |  |      | 27 
|                                                                                          | 
|Item 16C.
    Principal Accountant Fees and Services                                      |  |      | 27 
|                                                                                          | 
|Item 16D.
    Exemptions from the Listing Standards for Audit Committees                  |  |      | 28 
|                                                                                          | 
|Item 16E.
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers      |  |      | 28 
|                                                                                          | 
|Item 16F.
    Change in Registrant’s Certifying Accountant                                |  |      | 28 
|                                                                                          | 
|Item 16G.
    Corporate Governance                                                        |  |      | 28 
|                                                                                          | 
|Item 17.
    Financial Statements                                                         |  |      | 29 
|                                                                                          | 
|Item 18.
    Financial Statements                                                         |  |      | 41 
|                                                                                          | 
|Item 19.
    Exhibits                                                                     |  |      | 41 



i











INTRODUCTION

Flint Management, LLC (“Flint LLC”)
is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we”
or "our") and was formed in January 2004 as an Ontario, Canada Corporation. Flint Int'l Services, Inc. was incorporated
on December 29, 2010 under the laws of the Cayman Islands in order to purchase 100% of the outstanding interests of Flint Management,
LLC, a Canadian corporation.  In May 2011, we completed a merger/redomestication into our wholly owned subsidiary based in
the British Virgin Islands, also named Flint Int'l Services, Inc., which was formed as a business company with limited liability
(meaning the liability of shareholders is limited to the price paid for their shares). The British Virgin Islands corporation became
the surviving entity along with its Memorandum and Articles.



FLINT, a private holding company incorporated
under the laws of the Cayman Islands but now existing under the laws of the British Virgin Islands, was formed in order to acquire
100% of the outstanding membership interests of Flint Management, LLC.  On December 31, 2010, FLINT issued 7,500,000
ordinary shares in exchange for a 100% equity interest in Flint Management, LLC.  As a result of the share exchange,
Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management, LLC
own a majority of the voting shares of FLINT.  The transaction was accounted for as a reverse merger whereby Flint Management,
LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange, although FLINT is
the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As such, Flint Management,
LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements
have been prepared as if Flint Management, LLC had always been the reporting company and then on the share exchange date, had changed
its name and reorganized its capital stock.  At the time of the exchange transaction, FLINT had no assets or liabilities
and Flint Management, LLC had assets of approximately $144,000 with equity of approximately $22,300.



The capital structure of FLINT is presented
as a consolidated entity as if the transaction had been effected in 2004 to consistently reflect the number of shares outstanding.
However, the capital structure as presented is different that the capital structure that appears in the historical statements of
Flint Management, LLC, in earlier periods due to the recapitalization accounting.

In
this annual report, references to “the Company” or “Flint” are to Flint Int’l Services, Inc., a British
Virgin Islands company, and/or, as the context requires, its primary subsidiaries: Flint Management, LLC

PRESENTATION OF FINANCIAL INFORMATION

This is our first filing as a foreign
private issuer on Form 20-F, and includes consolidated financial statements of the Company on the basis of Generally Accepted Accounting
Principles (“GAAP”).



The Company prepares its financial statements
on the accrual basis of accounting.  It has one wholly owned subsidiary, Flint Management, LLC., which is consolidated.
All intercompany balances and transactions are eliminated.



The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and
Exchange Commission (“SEC”) regulations.



Percentages and some amounts in this annual
report have been rounded for ease of presentation. Any discrepancies between totals and the sums of the amounts listed are due
to rounding.

CURRENCY TRANSLATION

In this annual report, unless otherwise specified or the context
otherwise requires, all references to “U.S. dollars,” “dollars” or “US$” are to the legal
currency of the United States and all references to “Canada Dollars” or “C$” are to the legal currency
of Canada. Unless otherwise noted, all translations from Canadian dollars to U.S. dollars (C$ 1.00 = US$) were:



ii







| | · | The year ended December 31, 2011:
| | - | ---------------------------------

| | o | $1.015 for the Consolidated Statement of Operations
| | - | ---------------------------------------------------

| | o | $0.9833 for the Consolidated Balance Sheets
| | - | -------------------------------------------

| | · | The year ended December 31, 2010:
| | - | ---------------------------------

| | o | $0.9160 for the Consolidated Statement of Operations
| | - | ----------------------------------------------------

| | o | $0.9429 for the Consolidated Balance Sheets
| | - | -------------------------------------------

On June 6, 2012,
the noon buying at the bank of Canada C$ 1.00 = US$0.9790. We make no representation that the C$ or US$ amounts referred to in
this annual report could have been or could be converted into U.S. dollars or Canadian dollars, as the case may be, at any
particular rate or at all. See “Key Information—Exchange Rate Information” for more detailed information regarding
the translation of Canadian Dollars into U.S. dollars.

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

Certain statements in this annual report
which are not historical facts may constitute “forward-looking statements” that involve risks and uncertainties. Forward-looking
statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Such
statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E
of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Actual results and trends may differ materially from
historical results or those projected in any such forward-looking statements depending on a variety of factors, including those
described under “Risk Factors” beginning on page 6 of this annual report.

Our statements regarding market risks,
including interest rate risk, foreign exchange rate risk, commodity risk, asset price risk, equity market risk, inflation and deflation,
are subject to uncertainty. For example, certain market risk disclosures are dependent on choices about key model characteristics
and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates
and, as a result, actual future gains and losses could differ materially from those that have been estimated.

All forward-looking statements in this
annual report are qualified in their entirety by this cautionary statement, and no person undertakes any obligation to update publicly
any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events
occur in the future. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof.





iii









PART I



|Item 1. | Identity of Directors, Senior Management and Advisers
|------- | -----------------------------------------------------

Not Applicable.



|Item 2. | Offer Statistics and Expected Timetable
|------- | ---------------------------------------

Not Applicable.



|Item 3. | Key Information
|------- | ---------------

A. Selected Financial Data

The source of the information contained
in the table below comes from the company’s consolidated corporate books. The December 31, 2011, 2010 and 2009 summary financial
data are audited and the year-end financial data as of December 31, 2008 and 2007 are unaudited.



The following table sets forth certain of our
summary financial information. This information should be read in conjunction with the financial statements and notes thereto appearing
elsewhere in this prospectus.



|Balance Sheet                                      |  | AUDITED December 31, 2011 |                           | AUDITED December 31, 2010 |  | AUDITED December 31, 2009 |                           | UNAUDITED December 31, 2008 |  | UNAUDITED December 31, 2007
|-------------------------------------------------- |  | ------------------------- | ------------------------- | ------------------------- |  | ------------------------- | ------------------------- | --------------------------- |  | ---------------------------
|Working Capital                                    |  | $                         | 170,774                   |                           |  | $                         | 7,462                     |                             |  | $                          
|Total Assets                                       |  | $                         | 612,599                   |                           |  | $                         | 150,951                   |                             |  | $                          
|Net Assets                                         |  | $                         | 186,384                   |                           |  | $                         | 26,936                    |                             |  | $                          
|Total Liabilities                                  |  | $                         | 426,216                   |                           |  | $                         | 124,015                   |                             |  | $                          
|Capital Stock                                      |  | $                         | 7,500                     |                           |  | $                         | 7,500                     |                             |  | $                          
|Shareholder's Equity                               |  | $                         | 186,384                   |                           |  | $                         | 26,936                    |                             |  | $                          
|                                                   |  |                           |                           |                           |  |                           |                           |                             |  |                            
|Statement of Operations                            |  |                           | AUDITED December 31, 2011 |                           |  |                           | AUDITED December 31, 2010 |                             |  |                            
|Revenue                                            |  | $                         | 967,720                   |                           |  | $                         | 438,278                   |                             |  | $                          
|Cost of Sales                                      |  | $                         | 465,592                   |                           |  | $                         | 324,120                   |                             |  | $                          
|Gross Profit                                       |  | $                         | 502,128                   |                           |  | $                         | 114,158                   |                             |  | $                          
|Operating Expenses                                 |  | $                         | 284,977                   |                           |  | $                         | 114,038                   |                             |  | $                          
|Net Operating Income (Loss)                        |  | $                         | 217,151                   |                           |  | $                         | 120                       |                             |  | $                          
|Other (Income) Expense                             |  | $                         | (415                      | )                         |  | $                         | —                         |                             |  | $                          
|Net Income before Income Tax    Provision          |  | $                         | 217,566                   |                           |  | $                         | 120                       |                             |  | $                          
|Income Tax Provision                               |  | $                         | (50,018                   | )                         |  | $                         | (1,370                    | )                           |  | $                          
|Net Income (Loss)                                  |  | $                         | 167,549                   |                           |  | $                         | (1,250                    | )                           |  | $                          
|Net Income (Loss) from Operations
       per share |  | $                         | 0.02                      |                           |  | $                         | 0.00                      |                             |  | $                          
|Earnings (Loss) per share:    Basic & Diluted      |  | $                         | 0.02                      |                           |  | $                         | (0.00                     | )                           |  | $                          
|Weighted Average Number     of Shares Outstanding  |  |                           | 7,500,000                 |                           |  |                           | 7,500,000                 |                             |  |                            







1





Exchange
Rate Information



The currency of the host country is the Canadian
dollar (C$) and the reporting currency is the U.S. dollar (US$). Format: C$1.00 = US$ equivalent.



The average and year-end exchange rates for
the years 2007 through 2011 are presented in the table below.



|              | 2011   | 2010   | 2009   | 2008   | 2007  
|------------- | ------ | ------ | ------ | ------ | ------
|Average rate  | 1.0151 | 0.9679 | 0.8833 | 0.9397 | 0.9418
|Year-end rate | 0.9833 | 0.9429 | 0.9555 | 0.8166 | 1.0120



The
high and low exchange rates for each month during the previous six months of the reporting period are presented in the table below.

|     | Dec    | Nov    | Oct    | Sep    | Aug    | Jul   
|---- | ------ | ------ | ------ | ------ | ------ | ------
|High | 0.9896 | 0.9876 | 1.0065 | 1.0254 | 1.0438 | 1.0583
|Low  | 0.9610 | 0.9836 | 0.9430 | 0.9626 | 1.0091 | 1.0343



On,
June 6, 2012, the exchange rate wasC$1.00 = US$0.9712.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Risks Related to Our Business



The investor should carefully consider the
risks described below and all other information contained in this report before making investment decisions. We have identified
all material risks known to, and anticipated by, us as of the filing of this  annual report.



We have a limited operating history, with
minimal retained earnings, which, if losses occur, could cause us to run out of money and close our business.



We have minimal retained earnings from operations.  There
is not sufficient gross revenue and profit to finance our planned growth and, without additional financing as outlined in this
report, we could continue to experience losses in the future. Our retained earnings as of December 31, 2011 was $165,311. We may
incur significant expenses in promoting our business, and as a result, will need to generate significant revenues over and above
our current revenue to achieve consistent profitability. If we are unable to achieve that profitability, your investment in our
ordinary shares may decline or become worthless.



We rely on our sole officer for decisions
and he may make decisions that are not in the best interest of all shareholders.



We rely on our officer, Russell Hiebert, to
direct the affairs of the company and rely upon them to competently operate the business. We do not have key man insurance on him
and have no employment agreements with him. Should something happen to them, this reliance on one person could have a material
detrimental impact on our business and could cause the business to lose its place in the market, or even fail. Such events could
cause the value of our shares to decline or become worthless.







2









We believe the funds we raise in  our
current offering will allow us to generate sufficient funds from operations, if that is not the case, we may have to raise
additional capital which may not be available or may be too costly, which, if we cannot obtain, could cause us to have to
cease our operations.



We expect
that the funds we raise in  our current offering will take us to the point of a positive cash flow. However, if that does not
turn out to be the case, our capital requirements could be more than our operating income. As of December 31, 2011, our cash
balance was $24,465. We do not have sufficient cash to indefinitely sustain operating losses, but believe we can continue to
generate positive cash flow within twelve months from the funds raised in our current offering. Our potential profitability
depends on our ability to generate and sustain substantially higher net sales with reasonable expense levels. We may not
operate on a profitable basis or that cash flow from operations will be sufficient to pay our operating costs. We anticipate
that the funds raised in our current offering will be sufficient to fund our planned growth for the next 12 months after we
close on the offering assuming we raise the minimumamount in our current offering. We anticipate that we will need
$26,000 over the next 12 months, provided our cash flows from operations remain breakeven. If we do not raise the minimum
amount of our current offering, $70,000, we will have begun our marketing programs, incurred fees related to these
filings, begun to follow-up on sales leads and incurred general administrative costs which are cash out-of-pocket expenses
without related revenue to cover. Thus, if we do not raise the minimum, we will raise the $26,000 through shareholder
advances and/or bank loans. As disclosed in our financial statements our cash flows in 2009 were positive approximately
$18,600 and negative in 2010 approximately $5,800 and negative approximately $1,510 in 2011. Since we anticipate spending
$26,000 in the next 12 months if we do not raise the minimum then we will fund working capital through shareholder advances
and if need, bank loans. Therefore, if we do not achieve profitability, we will need to raiseadditional capital to finance our operations. We have no current or proposed financing plans or arrangements other than this
offering. We could seek additional financing through debt or equity offerings. Additional financing may not be available to
us, or, if available, may be on terms unacceptable or unfavorable to us. If we need and cannot raise additional funds,
further development of our business, upgrades in our technology, and additions to our product lines may be delayed or
postponed indefinitely; if this happens, the value of your investment could decline or become worthless.



No public market for our ordinary shares
currently exists and an active trading market may never materialize, and an investor may not be able to sell their shares.



Prior to  our current offering, there has
been no public market for our ordinary shares. We plan work with a market maker who would then apply to have our securities
quoted on the OTC Bulletin Board (“OTCBB”). In order to be quoted on the OTCBB, we must be sponsored by a
participating market maker who would make the application on our behalf; at this time, we are not aware of a market maker who
intends to sponsor our securities and make a market in our shares. Assuming we become quoted, an active trading market still
may not develop and if an active market does not develop, the market value could decline to a value below the offering price
in this prospectus. Additionally, if the market is not active or illiquid, investors may not be able to sell their
securities.



If a public trading market for our ordinary
shares materializes, we will be classified as a ‘penny stock’ which has additional requirements in trading the shares,
which could cause an investor not to be able to sell their shares.



The U.S. Securities and Exchange
Commission treats shares of certain companies as a ‘penny stock’. We are not aware of a market maker who intends
to make a market in our shares, but should we be cleared to trade, we would be classified as a ‘penny stock’
which makes it harder to trade even if it is traded on an electronic exchange like the over-the-counter bulletin board. These
requirements include (i) broker-dealers who sell to customers must have the buyer fill out a questionnaire, and (ii)
broker-dealers may decide upon the information given by a prospective buyer whether or not the broker-dealer determines the
shares are suitable for their financial position. These rules may adversely affect the ability of both the selling
broker-dealer and the buying broker-dealer to trade the securities as well as the purchasers of investors’ securities
to sell them in the secondary market. These requirements may cause potential buyers to be eliminated and the market for the
ordinary shares investors purchase in  our current offering could have no effective market to sell into, thereby causing
investors’ investment to be worthless.





3











Investing in a penny stock has inherent
risks, affecting brokers, buyers and sellers, which could cause the marketability of your shares to be lesser than if there were
not those requirements.



When a seller of a ‘penny stock’
desires to sell, they must execute that trade through a broker. Many brokers do not deal in penny stocks, so a seller’s ability
to market/sell their shares is reduced because of the number of brokers who engage in trading such shares. Additionally, if a broker
does engage in trading penny stocks, and the broker has a client who wishes to buy the shares, they must have the client fill out
a number of pages of paperwork before they can execute the trade. These requirements cause a burden to some who may decide not
to buy because of the additional paperwork. Thus, the marketability of the shares is less as a penny stock than as a stock listed
on an exchange. This could cause the investment to be less liquid and investors may not be able to market their shares effectively.



Our fiscal 2011 audit report dated July
31, 2012 from our auditors discloses in Note 5 to the financial statements that there is substantial doubt as to our ability to
continue as a going concern, which, if true, could result in your investment becoming worth significantly less than the offering
price, or possibly even causing it to become worthless.



As discussed in Note 5 to our financial statements
there is a substantial doubt that we can continue as a going concern. If we are unable to continue as a going concern, we will
have to close our doors or recapitalize, both of which would cause a loss of value, either through dilution or becoming worthless
if we close down altogether.



We may not be able to absorb the costs of
being a public company.



Being quoted on the OTCBB is costly. There
are many fees involved as well annual audits. If the costs of being a public company are too great, the Company may not be able
to continue, and any investment may lose value or become worthless.



Our customers generally "sign on"
for one project at a time rather than entering into an agreement related to multiple projects. This lack of continual revenue leads
to uncertainty since new sales have to be made to increase revenue.



We sell training or education projects and
our customers generally sign on for one project at a time rather than multiple projects causing uncertainty in our revenue continuity.
This uncertainty, if manifested with lower sales of new projects, could cause your investment value to decline or become worthless.



We may be deemed to be a Passive Foreign
Investment Company in the current taxable year or sometime in the foreseeable future.



A passive foreign investment company (PFIC)
where at least 75% of the corporation's income is considered "passive", which is based on investments rather than standard
operations, or at least 50% of the company's assets are investments that produce interest, dividends and/or capital gains. Currently,
virtually all our income is from operations and not from "passive" sources so we would not fall into the category of
a PFIC. However, if at sometime in the future most of our income is derived from "passive" sources, we could be deemed
to be a PFIC which would subject us to complicated and strict tax guidelines and most investors in PFICs must pay income tax on
all distributions and appreciated share values, regardless of whether capital gains tax rates would normally apply. Depending on
the individual investor's situation, being classified as a PFIC could have an adverse impact on their tax situation.



We do not intend to provide U.S. holders with the information necessary
to make a qualified electing fund election, which if available, would provide some relief from the adverse tax consequences of
the PFIC tax rules.









4









|Item 4. | Information on the Company
|------- | --------------------------



A. History and Development of the Company

Flint Int'l Services, Inc. was incorporated
on December 29, 2010 under the laws of the Cayman Islands in order to purchase 100% of the outstanding interests of Flint Management,
LLC, a Canadian corporation.  In May 2011, we completed a merger/redomestication into our wholly owned subsidiary based in
the British Virgin Islands, also named Flint Int'l Services, Inc., which was formed as a business company with limited liability
(meaning the liability of shareholders is limited to the price paid for their shares). The British Virgin Islands corporation became
the surviving entity along with its Memorandum and Articles.



Flint Management, LLC (“Flint LLC”)
is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we”)
and was formed in January 2004 as an Ontario, Canada Corporation.  Flint LLC, is an education company that tailor-makes courses
designed to cover a specific topic or range of topics in a concise, easy to understand, computer-based format.



FLINT, a private holding company incorporated
under the laws of the Cayman Islands but now existing under the laws of the British Virgin Islands, was formed in order to acquire
100% of the outstanding membership interests of Flint Management, LLC.  On December 31, 2010, FLINT issued 7,500,000
ordinary shares in exchange for a 100% equity interest in Flint Management, LLC.  As a result of the share exchange,
Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management, LLC
own a majority of the voting shares of FLINT.  The transaction was accounted for as a reverse merger whereby Flint Management,
LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange, although FLINT is
the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As such, Flint Management,
LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements
have been prepared as if Flint Management, LLC had always been the reporting company and then on the share exchange date, had changed
its name and reorganized its capital stock.  At the time of the exchange transaction, FLINT had no assets or liabilities
and Flint Management, LLC had assets of approximately $144,000 with equity of approximately $22,300.



The capital structure of FLINT is presented
as a consolidated entity as if the transaction had been effected in 2004 to consistently reflect the number of shares outstanding.
However, the capital structure as presented is different that the capital structure that appears in the historical statements of
Flint Management, LLC, in earlier periods due to the recapitalization accounting.



The Company operates on a calendar year-end.    Due
to the nature of their operations, the Company operates in only one business segment.



Basis of Accounting and Consolidation:

B. Business Overview

We believe in the potential of people.
Effective communication holds the key to tapping this potential. But communication requires translation. Translation not just among
languages but also among styles, entrenched opinions and beliefs. Today we communicate more but we listen less. We erect barriers
to communication to cope with the barrage of information and to avoid the risk of being misled. These barriers exist between cultures,
company departments, partners and project stakeholders.



At FLINT we believe these barriers suppress
the potential of professionals more than any other single factor within an organization. As a company our goal is to patiently
and persistently dismantle these barriers.



Our mission is to engage the potential of professionals
through electronic learning mediums. We achieve this by understanding the barriers and enablers that require change, by developing
creative and engaging learning solutions, and by demonstrating authenticity, honesty and respect in all our business dealings.
As a result, we provide custom eLearning solutions.





5











Our solutions include comprehensive consulting,
project management, instructional design, and eLearning course development services. With over 20 years of collective experience
in communications, change management and interactive media development we build eLearning solutions that work. We make companies
work better by helping people work smarter.



Product Development



Typically, the sales process involves five
steps; (1) call on the prospect and sell the engagement, (2) determine the needs of the client through a needs assessment analysis,
(3) identify the “gap” in the process and develop a learning module to mitigate this gap, (4) design a prototype of
the learning module, (5) finalize the module and upon implementation provide on-going evaluation of the effectiveness of the module



Markets



Flint operates geographically within the Ontario,
Canada region. To date, Flint has sourced a client base that has been sufficient to support current operations. Flint’s business
model is such that it can be rolled out on a Canadian national basis. Industries served include both the public and private sectors.
Within the public sector, this would be exclusive to the Ontario Provincial Government. Within the private sector, it includes
consulting companies such as Deloitt Consulting, financial services firms and heath care related companies.



Our competitive advantage is based on three central platforms:



1. Content Development - We conduct in-depth research on a wide
range of corporate subjects. We then develop content that is engaging and messages that are accurate and succinct.

Flint focuses on multiple corporate
processes and procedures. For example, Flint implements an enterprise application package which is a software evaluation module.
Software development processes are a significant feature of Flint’s focus whereby Flint will develop a learning module that
assesses the effectiveness of a software application. Additionally, relative to the public sector (government), Flint provides
project management process modules that educate and evaluate management processes.



2. Design - Our custom eLearning designs engage learners. We apply
adult learning principles and a full range of multi-media techniques to appeal to all learning styles.

Flint leverages numerous media platforms
in the delivery of its eLearning product. Techniques used include audio,visual, hands-on practical applications, animation, video
and voice over. Each media platform can be tailored to the learning style of the participants. For example, when learning through
an eLearning module, animation such as cartoons or sports related images can assist a participant in remembering or focusing on
a specific topic, providing a point of reference for that topic. These techniques become self-help tools from a reference standpoint
and a learning standpoint. For example, if there is a topic within the learning module that needs to be more fully explained and
understood, the module can flag that topic with an image such as a football. By clicking on the football a learner can drill down
and receive additional information that more fully explains the topic discussed



3. Retention Strategies - Our learning solutions are developed to
produce sustainable change. To achieve this we supplement our leaning modules with self-help tools that learners integrate into
their everyday lives. These tools both reinforce learning and simplify tasks.

As Generation Y moves into the work
force, there is a greater need to develop tools that hold their interest. Generation Y-ers are less inclined to sit down for hours
and listen/learn a subject. eLearning modules provide an overview of a specific topic on one page. Participants can then drill
down on specific topics at their speed and according to their interest level. This targeted focused learning application holds
the learner’s attention long enough to assist them in identifying information useful to them in their respective responsibilities







6









Our customers are varied and include institutions
in both the public and private sectors. We have developed programs on a wide range of corporate subjects.  The public sector
is specific to the Ontario Provincial Government. The private sector includes consulting companies such as Deloitte Consulting,
financial services firms and heath care related companies. We are a Vendor of Record with the Ontario Provincial Government in
Canada. Our custom designs have won awards in both the public and private sector.  (A “Vendor of Record”
means a potential client has pre-approved Flint as a partner. This means the client is familiar with Flint, that Flint is in good
standing and has demonstrated the ability to provide the services required under a Proposal for Services contract. This allows
a client to evaluate Flint on the merits of the project and is Flint the best fit for the project without having to perform a due
diligence analysis on Flint as a service provider). Our customers engage us for two key reasons:



1. To make the complex simple: Apply adult
learning techniques to present complex subjects in a way that engages learners to produce measurable and sustainable change.



2. Identify current and desired behaviors:
We develop a learning experience to close the gap, and to measure and continuously improve the learning experience.



eLearning offers a number of unique benefits
such as:



1. Reduced cost: There are no instructor salaries,
meeting room rental fees, student travel or lodging costs with eLearning.  eLearning also considerably minimizes the time
spent away from the job.



2. Increased retention: A user-driven, interactive
experience combined with built in retention tools can increase retention by greater than 25% over classroom training.



3. Improved Convenience: eLearning offers an
on-demand, portable learning experience. Learners can access training anytime, anywhere for refreshers or reference, resulting
in an environmentally conscious process as there is no paper involved.



eLearning is a powerful communication medium
that can be applied in both traditional and non-traditional learning applications. We have proven eLearning can help to facilitate
change, collaboration, compliance. eLearning can be supplemented with self-service and decision support tools to operationalize
learning.



Following are examples
of eLearning projects FLINT has created:



|- |  | Web-based multimedia training for the Toronto Financial Services Association
|- |  | ----------------------------------------------------------------------------



|- |  | Conversion of 60 hours of classroom material into an interactive online experience for the Ontario Native Welfare Administrators Association
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------



|- |  | Multi-module project designed to provide broad teaching to 100-level students. It consists of 5 eLearning modules running a total length of 9 hours. Designed for Healthcare Supply Chain Network
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|- |  | A single repository, or tool box, for thousands of public sector Project Management and IT Architecture professionals seeking learning, templates and links related to the subject matter. A classroom training course was offered in addition to the eLearning module.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For reference purposes the reader is
referred to our web site at www.flinttc.com to read more about prior customers, our services, and our products.

Facilities

Our
principal executive office is leased and located at5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada.





7









Legal Proceedings

As of December 31, 2011, we did not have
any litigation, arbitration or claim of material importance, and the Directors were not aware of any pending or threatened litigation,
arbitration or claim of material importance against us or any of our subsidiaries.





REGULATION

The Company’s business and services are
not subject to any material governmental regulation.  At the present time we are unaware of any governmental regulations
that are in effect that would impact our business operations.



C. Organizational Structure

The Company employs three people. All other work is completed
by independent contractors.

D. Property, Plants and Equipment

Property

The Companies property, plant and equipment is made up of office
equipment and vehicles.



|Item 4A. | Unresolved Staff Comments
|-------- | -------------------------

None.











8









|Item 5. | Operating and Financial Review and Prospects
|------- | --------------------------------------------

This report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, including,
without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words
“expect,” “anticipate,” “intend,” “believe,” the negative of such terms or other
comparable terminology. All forward-looking statements included in this document are based on information available to us on the
date hereof, and we undertake no obligation to update any such forward-looking statements. Actual results could differ materially
from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information
set forth above in “Item 3. Key Information—D. Risk Factors.” We caution you that our business and financial
performance are subject to substantial risks and uncertainties, including the factors identified in “Item 3. Key Information—D.
Risk Factors,” that could cause actual results to differ materially from those in the forward-looking statements.

MANAGEMENT’S DISCUSSION AND
ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements
and related notes included elsewhere in this annual report. Some of the information contained in this discussion and analysis constitutes
forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed in
these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to,
those discussed below and elsewhere in this annual report, particularly those under “Cautionary Statement Concerning Forward-Looking
Statements” and “Risk Factors.”



Unless otherwise specified, references to Notes to the audited consolidated
financial statements are to the Notes to our audited consolidated financial statements as of December 31, 2011 and 2010.

Overview

Flint enjoyed improved revenues (55%) and increased
profits for the fiscal 2011 yeaer versus 2010 resulting primarily from a contract with Deloitte and Touch.

Beginning in 2010 Deloitte and Touch
contracted with Flint to provide an eLearning solution to support the launch of a Customer Relationship Management (CRM) initiative.
In 2012 we were awarded a substantial contract to roll out standardized CRM processes across 5 business units due to our ability
to synthesize and streamline large volumes of disconnected, complex training content and integrate them into a concise online program. 
This resulted in an increase in revenues of about $529,000 or 55% versus 2010.

Critical Accounting Policies

Other than Revenue Recognition, (see
Note 1), the Company does not have any critical accounting policies that have material levels of subjectivity and judgment necessary
to account for highly uncertain matters.



A. Operating Results

Fiscal Year Ended December 31, 2011 Compared with
Fiscal Year Ended December 31, 2010



REVENUE:

Our revenue for the year ended December
31, 2011 was $967,720 compared to $438,278 for the year ended December 31, 2010. The increase in revenue of $529,442, or 55%, was
impacted favorably by foreign exchange of about $44,924. The Company increased revenue versus 2010 (f/x adjusted) by $484,518 –
please see table below.  The increase was in the Consulting Services line where the Company had three main engagements
in 2011, which were larger in scope and therefore revenue dollars, versus three engagements in 2010.  2011 saw one significant
engagement, as disclosed above, driving the overall sales increase.  (In the table below the 2010 average exchange rate
is used as the base exchange rate to compare the change to 2011).



9









The functional currency is the Canadian dollar
and our reporting currency is the United States dollar. In 2011 our average exchange rate was C$1.00 = US$1.0151 and our average
2010 exchange rate was C$1.00 = US$0.9615, a favorable translation change of $.0471. To calculate the impact of the translation
exchange rate difference we multiply the difference of $0.0471 by the C$ sales of C$953,372 which equals $44,924.



|                       |  | 2011 |         | 2010 |  | Change
|---------------------- |  | ---- | ------- | ---- |  | ------
|Revenue                |  |      | 967,720 |      |  |       
|Favorable F/X          |  |      | 44,924  |      |  |       
|Net F/X Adjusted TOTAL |  |      | 922,796 |      |  |       
|Consulting             |  |      | 914,531 |      |  |       
|Web Design             |  |      | 0       |      |  |       
|Other                  |  |      | 8,265   |      |  |       
|Net F/X Adjusted TOTAL |  |      | 922,796 |      |  |       



COST OF SALES:

Cost of Sales were $465,592 for the year
ended December 31, 2011 versus $324,120 for the same period in 2010.  Depreciation expense was $8,318 and $6,343 for
the years ended December 31, 2011 and 2010, respectively.  Backing out depreciation, net cost of sales were $457,274
and $317,777 for the years ended ended December 31, 2011 and 2010, respectively.  The decrease in cost of sales of 25.3%
points (as a percentage of revenue - 47.3% in 2011 and 72.5% in 2010) is related to efficiencies and economies of scale within
the Deloitte engagement.



OPERATING EXPENSES:

Operating expenses were $284,977 for
the year ended December 31, 2011 versus $114,039 for the year ended December 31, 2010.  F/X impacted 2010 expenses about
$13,428 thus the F/X adjusted increase in expenses was about $157,510 ($170,938 minus $13,428).  The increase is mainly
due to increased people costs (payroll and contract employees) and project costs.



NET INCOME (LOSS):

Net income for the year ended December
31, 2011 was $167,549 versus a net loss of $1,250 for the year ended December 31, 2010.   The increase is related
to the above mentioned items.

Taxation

Please reference ITEM 10.E and Note 4
to the consolidated financial statements.

B. Liquidity and Capital Resources



Trends, events or uncertainties impact on
liquidity:



The Company knows of no trends, additional
events or uncertainties that would impact liquidity within its business or the market place.





10









In addition to the preceding, the Company is
planning for liquidity needs on a short term and long term basis as follows:



Short Term Liquidity:

The Company has retained earnings
of $165,311 as of December 31, 2011. The Company relies on positive operating cash flow to fund short term working capital.



Long Term Liquidity:

The long term liquidity needs of
the Company, are projected to be met primarily through the cash flow provided by operations. Cash flow from Operating Activities
is expected to become positive in 2012.



Cash Flows:

Operating Activities: Net cash used
by operating activities in the year ended December 31, 2011 was $10,645. This was favorably impacted by net income of $167,549,
increased deferred revenue of $137,394, and accounts payable / accrued expense (net) of $114,161; also favorably impacting cash
flows was the impact depreciation expense of $8,318. The gross favorability of approximately $430,000 was offset by increased accounts
receivable of $432,610 and an unfavorable foreign exchange impact of $8,616, resulting in the Net Cash Used by Operations of $10,645.



Investing Activities: In 2011 the
Company purchased a vehicle for $44,979 and received $4,776 in the disposal of a vehicle. Net cash used in investing activities
was $40,203.



Financing Activities: Due to a bank
loan for the purchased vehicle the company had net cash provided by financing activities of $49,338.



The Company knows of no known trends,
demands, events or uncertainties that are reasonably likely to have a material effect on cash flows in the future.



In the past we have financed operations
through shareholder advances from the President. In 2011 and 2010 the President advanced $4,309 and $21,721, respectively. At December
31, 2011 the President has advanced $54,376 to the Company.



Capital Resources

As of December 31, 2011, the Company
did not have any capital commitments.  As of the date of this filing the Company had no other commitments.



WORKING CAPITAL: Working capital at December
31, 2011 was $170,774. This is a favorable change versus December 31, 2010 of $163,312. The change is mainly due to an increase
in accounts receivable of $432,610 and an increase (partially offsetting) in current liabilities of $267,789 – accounts payable
and accrued expenses of $114,161 and deferred revenue of about $137,400.



SHAREHOLDER’S EQUITY/(DEFICIT): Shareholder’s
Equity at December 31, 2011 was $186,384 increasing from December 31, 2010 by the net income of $167,549 and decreasing by the
currency translation effect of $8,101.



GOING CONCERN: The Company has retained earnings
through December 31, 2011 totaling $165,311 and had working capital of $170,774.   Because of the amount of the retained
earnings and low working capital, the Company will require additional working capital to develop its business operations. The Company
intends to raise additional working capital either through private placements or bank loans or sale of ordinary shares, or both
or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There
are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated,
the Company may not be able to continue its operations.





11









Over the next 12 months, we believe that we
will need to raise approximately $26,000 to continue as a going concern provided our cash flow from operations remains break-even.
The $26,000 is broken down as follows and can be cross-referenced to the Use of Proceeds on Page 11



|                           | $     
|-------------------------- | ------
|Marketing & Promotions     | 3,000 
|Supplies & Travel          | 4,000 
|General Corporate Overhead | 3,000 
|Legal and Accounting       | 6,000 
|Other Offering Expenses    | 10,000
|TOTAL                      | 26,000



If we are unsuccessful with our offering we
plan to raise these funds through shareholder advances and/or bank loans.



C. Research and Development, Patents and Licenses, etc.

Not applicable.

D. Trend Information

Other than as disclosed elsewhere in
this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from December 31,
2010 to December 31, 2011 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability,
liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating
results or financial conditions.

E. Off-Balance Sheet Arrangements

Not applicable.



F. Contractual Obligations

Contractual Obligations

We are subject to various financial
obligations and commitments in the normal course of operations. These contractual obligations represent known future deposits,
reserves, loans/debt, etc.

As of December 31, 2011, our contractual
obligations amounted to approximately $45,029. The following table sets forth our contractual obligations as of December 31,
2011.



|                                |  |                            |        |  |                      |  |        |               |  |  |                       |  |  |  |   | 
|------------------------------- |  | -------------------------- | ------ |  | -------------------- |  | ------ | ------------- |  |  | --------------------- |  |  |  | - | 
|                                |  | Payments
    Due by Period |       
|                                |  | Total                      |        |  | Less than
    1 year |  |        | 1-5
    years |  |  | More than
    5 years | 
|                                |  |                            |        |  |                      |  |        |               | 
|Debt
    obligations            |  |                            | 45,029 |  |                      |  | 16,232 |               |  |  | 28,797                |  |  |  | 0 | 
|Operating
    lease obligations |  |                            | 0      |  |                      |  | 0      |               |  |  | 0                     |  |  |  | 0 | 
|                                |  |                            |        |  |                      |  |        |               |  |  |                       |  |  |  |   | 
|Total                           |  |                            | 45,029 |  |                      |  | 16,232 |               |  |  | 28,797                |  |  |  | 0 | 
|                                |  |                            |        |  |                      |  |        |               |  |  |                       |  |  |  |   | 



|Item 6. | Directors, Senior Management and Employees
|------- | ------------------------------------------

A. Information Regarding Directors

The following table sets forth our
directors. The information with respect to each director is set forth in the description of business experience of such persons
below.





12









|                        |  |                                         
|----------------------- |  | ----------------------------------------
|Name                    |  | Position(s)                             
|                        | 
|Mr. Russell
    Hiebert |  | Sole
    Officer, Director and Secretary
|                        | 

Information Regarding Executive Officers

The following table sets forth the
executive officers of the Company. The information with respect to each executive officer is set forth in the description of business
experience of such persons below.



|                        |  |            
|----------------------- |  | -----------
|Name                    |  | Position(s)
|                        | 
|Mr. Russell
    Hiebert |  | President  
|                        | 



Business Experience of Directors and Executive Officers

Russell Hiebert, age 43:



Russ Hiebert is a business transformation consultant, instructional
designer and executive coach.  He brings over 20 years experience in change management and organizational design with
large public and private sector companies:



|- |  | Leading large business transformation initiatives                                                                  
|- |  | -------------------------------------------------------------------------------------------------------------------
|- |  | Developing custom training courses; computer based training modules and tools to facilitate business transformation
|- |  | Facilitating training sessions, strategy sessions and focus group sessions                                         
|- |  | Coaching business leaders                                                                                          



Russ has been involved in many organizational design and restructuring
projects that have required him to work on organizational capacity planning and strategies in pursuit of organizational effectiveness.  Some
of his clients include: Microsoft Canada, The Ontario Provincial Government, Manulife, Deloitte Consulting, Kimberly Clark, Bacardi
and VenGrowth.



Russ has a BA from the University of Guelph
with a major in Management Economics



B. Executive Compensation

Our officers and director received the following compensation
during the periods presented. There are no employment contracts with the Company.



|Name of Person
        Receiving Compensation |  | Capacity in which he served
        to receive remuneration |  | Aggregate
        Remuneration
|--------------------------------------------- |  | ----------------------------------------------------------- |  | ------------------------------
|                                              |  |                                                             |  |                               
|Russell Hiebert                               |  | Sole Officer and Director, Secretary and Treasurer          |  | Year Ended December 31, 2011, 
|                                              |  |                                                             |  |                               
|                                              |  |                                                             |  | Year Ended December 31, 2010  



We have no plans to pay remuneration to any other officer in or
associated with our Company. When we have funds and/or additional revenue, our board of directors will determine any other remuneration
at that time.



Consulting expenses incurred for services provided by Mr, Hiebert
were $6,902 in 2011 and $21,721 in 2010. These expenses are for sales generation.

C. Board Practices

Board Composition

Our board of directors consists of one member.



13







Committees and Attendance of the Board of Directors

Audit Committee

The audit committee is a separately-designated
standing audit committee as defined in Section 3(a)(58)(A) of the Exchange Act. The audit committee oversees matters relating
to financial reporting, internal controls, risk management and compliance and related party transactions. These responsibilities
include appointing and overseeing the independent auditors, as well as reviewing their independence and evaluating their fees,
reviewing financial information that is provided to our shareholders and others, reviewing with management our system of internal
controls and financial reporting process and monitoring our compliance program and system. The audit committee also makes recommendations
on improvements and conducts other duties as the board of directors may delegate.

FLINT has no audit committee and therefore no financial expert.

Duties of Directors

Under British Virgin Islands law, our
directors have a duty of loyalty and must act honestly and in good faith and in our best interests. Our directors also have a duty
to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling
their duties to our company, our directors must ensure compliance with our Memorandum and Articles of Association and the class
rights vested thereunder in the holders of the shares. A shareholder may in certain circumstances have rights to damages if a duty
owed by the directors is breached.

Our board of directors has all the powers
necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors
include, among others:



| | • |  | convening
    shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
| | - |  | ------------------------------------------------------------------------------------------------------------



| | • |  | declaring
    dividends and distributions;
| | - |  | ------------------------------------------



| | • |  | appointing
    officers and determining the terms of office of the officers;
| | - |  | ----------------------------------------------------------------------------



| | • |  | exercising
    the borrowing powers of our company and mortgaging the property of our company; and
| | - |  | --------------------------------------------------------------------------------------------------



| | • |  | approving
    the transfer of shares in our company, including the registering of such shares in our share register.
| | - |  | --------------------------------------------------------------------------------------------------------------------

Employment Agreements

We do not have employment agreements with any of our directors.

D. Employees

As of December 31, 2011, the Company and all of its direct
and indirect subsidiaries had a total of approximately one employee, the President.

E. Share Ownership







|Item 7. | Major Shareholders and Related Party Transactions
|------- | -------------------------------------------------





14







SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Ordinary Shares

The following table sets forth information
with respect to the beneficial ownership of our ordinary shares, by (1) each of the Company’s shareholders who is a
beneficial owner of more than 5% of the Company’s ordinary shares, (2) each of the Company’s directors and executive
officers, individually, and (3) all of the Company’s executive officers and directors, as a group, as of June 6,
2012.



|                                                          |  |                                                   |           |  |                      |  |       |  
|--------------------------------------------------------- |  | ------------------------------------------------- | --------- |  | -------------------- |  | ----- | -
|Name
               and Address of Beneficial Owner (1)   |  | Amount and Nature of
    Beneficial Ownership (2) |           |  | Percent of
    Class | 
|Russell
    Hiebert, Sole Officer and Director, Secretary |  |                                                   | 7,000,000 |  |                      |  | 93.33 | %

Preferred
Shares

None
outstanding.





CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our
board of directors is responsible for reviewing relationships and transactions in which we and our directors and executive officers
or their immediate family members are participants to determine whether such related persons have a direct or indirect material
interest.In the course of its review and approval or ratification of a disclosable related person transaction, the board
of directors considers:



| | • |  | the
    nature of the related person’s interest in the transaction;
| | - |  | -------------------------------------------------------------------



| | • |  | the
    material terms of the transaction, including, without limitation, the amount and type of transaction;
| | - |  | -------------------------------------------------------------------------------------------------------------



| | • |  | the
    importance of the transaction to the related person;
| | - |  | ------------------------------------------------------------



| | • |  | the
    importance of the transaction to us;
| | - |  | --------------------------------------------



| | • |  | whether
    the transaction would impair the judgment of a director or executive officer to act in our best interest; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| | • |  | any
    other matters the board of directors deems appropriate.
| | - |  | ---------------------------------------------------------------

During 2011 and 2010 and the following
related party transaction took place.



| | 2011 | 
| | ---- | 



|o |  | Mr. Hiebert invoiced the Company $6,902 for consulting services during 2011.  As
of December 31, 2011 the total owed by the Company to Mr. Hiebert is $54,376.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | The Company advanced Mr. Hiebert $6,900 during 2011.  As of December 31,
2011 the total due the Company from Mr. Hiebert is $44,291.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------





| | 2010 | 
| | ---- | 



|o |  | Mr. Hiebert invoiced the Company $21,721 for consulting services during 2010.  As
of December 31, 2010 the total owed by the Company to Mr. Hiebert is $48,762.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | The Company advanced Mr. Hiebert $21,646 during 2010.  As of December 31,
2010 the total due the Company from Mr. Hiebert is $48,600.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



|Item 8. | Financial Information
|------- | ---------------------

A. Consolidated Statements and Other Information

Please see Item 17 “Financial
Statements” for our audited consolidated financial statements filed as a part of this annual report.

Legal Proceedings

As of December 31, 2011, we did
not have any litigation, arbitration or claim of material importance, and the Directors were not aware of any pending or threatened
litigation, arbitration or claim of material importance against us, China Metro or any of our subsidiaries.





15







Dividend Policy

To date, we have not declared or paid
any dividends on our ordinary shares. We do not intend to declare or pay any dividends on our ordinary shares in the foreseeable
future, but rather to retain any earnings to finance the growth of our business. Any future determination to pay dividends will
be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual and
legal restrictions and other factors it deems relevant.



B. Significant Changes

Except as disclosed elsewhere in this annual report, we
have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual
report.



|Item 9. | The Offer and Listing.
|------- | ----------------------

A.4.The Company’s stock is not yet trading on
an exchange.

C. Markets

There is currently no market for our
shares. We intend to work with a market maker who would then apply to have our securities quoted on the over-the-counter bulletin
Board or on an exchange as soon as practicable after our offering. We will close our offering on September 21, 2012. However, it
is possible that we do not get trading on the over-the-counter bulletin Board, and if we do get quoted on the bulletin board, we
may not satisfy the listing requirements for an exchange, which are greater than that of the bulletin board. As of June 6, 2012,
we have not raised any money under our offering.



| |  |      |  |  |     |  |  | 
| |  | ---- |  |  | --- |  |  | 
| |  | High |  |  | Low | 



|Item 10. | Additional Information.
|-------- | -----------------------

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We are a British Virgin Islands company
and our affairs are governed by our Memorandum and Articles of Association, as amended and restated from time to time, and The
BVI Business Companies Act, 2004.

The following statements are summaries
of our share capital structure and of the more important rights and privileges of shareholders conferred by our Memorandum and
Articles of Association and The BVI Business Companies Act, 2004 insofar as they relate to the material terms of our ordinary shares.
Our Memorandum and Articles of Association are available for examination at our registered office and are on file with the SEC.

We have two classes of shares: ordinary
shares, which will have identical rights in all respects and rank equally with one another, and preferred shares. Our authorized
share capital consists of 50,000,000 ordinary shares, par value US$0.001 per share, and 20,000 preferred shares, par value US$0.001
per share.

Our Objects and Purposes

Under our Memorandum and Articles of
Association, we have, irrespective of corporate benefit, full capacity to carry on or undertake any business or activity, do any
act or enter into any transaction.



General Provisions of Our Shares

Transfer of Shares. Any
transfer of our shares shall be evidenced by a written instrument of transfer executed by or on behalf of the transferor and containing
the name and address of the transferee. A transfer of shares is effective when the name of the transferee is entered in our share
register in respect of such shares and we shall not be required to treat a transferee of a share as a shareholder until the transferee’s
name has been entered in the register.





16







Shareholders

Only persons who are registered in
the register of members are recognized as our shareholders.

No Limitations on Ownership of
Securities.There are no limitations on the right of non-residents or foreign persons to own our securities imposed by
BVI laws or by our Memorandum and Articles of Association.

Ownership Threshold.There
are no provisions governing the ownership threshold above which shareholder ownership must be disclosed imposed by BVI laws or
by our Memorandum and Articles of Association.

Changes in Capital

We may, by an ordinary resolution of members, amend our
Memorandum and Articles of Association to increase or reduce the maximum number of shares that we are authorized to issue.

Subject
to our Memorandum and Articles of Association, we may, by an ordinary resolution of members:



| | • |  | divide
    our shares, including issued shares, into a larger number of shares; or
| | - |  | ----------------------------------------------------------------------------------



| | • |  | combine
    our shares, including issued shares, into a smaller number of shares;
| | - |  | ---------------------------------------------------------------------------------

provided that, where shares are divided or combined, the aggregate
par value of the new shares must be equal to the aggregate par value of the original shares.

Directors’ Power to Issue Shares

Our Memorandum and Articles of Association
authorizes our board of directors to issue additional ordinary and preferred shares from time to time as our board of directors
shall determine, up to the amount of the available authorized but unissued shares.



Our board of directors may issue preferred
shares without action by its shareholders up to the amount of the authorized but unissued preferred shares. The issuance of preferred
shares may be used as an anti-takeover device without further action on the part of the shareholders. The issuance of these shares
could adversely affect the voting power and other rights of holders of our ordinary shares. Subject to the directors’ duty
of acting in our interest, preferred shares can be issued quickly with terms calculated to delay or prevent a change in control
of our company or make removal of management more difficult. Additionally, the issuance of preferred shares may have the effect
of decreasing the market price of the ordinary shares, and may adversely affect the voting and other rights of the holders of the
ordinary shares.

Remuneration of Directors

Directors shall not receive any stated salary for their
services.

Directors’ Power to Manage Business

The board of directors may, from time
to time and at its discretion, exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking,
property and uncalled capital or any part thereof, and may exercise power in such manner and upon such terms and conditions in
all respects as it thinks fit.

Indemnification

The articles of association of the Company
provide for the indemnification of its directors and officers. Specifically, under the indemnification provisions, the Company
will indemnify its directors and officers to the fullest extent permitted by law against liabilities that are incurred by the directors
or officers while executing the duties of their respective offices. The directors and officers, however, will not be entitled to
the indemnification if they incurred the liabilities through their own fraud, willful neglect or willful default.



17









The Company is a company limited by shares
incorporated in the British Virgin Islands. As such, it is subject to and governed by the laws of the British Virgin Islands with
respect to the indemnification provisions. The BVI Business Companies Act, 2004 (as revised) of the British Virgin Islands does
not permit a British Virgin Islands company to indemnify its directors or officers in circumstances where the director has not
acted honestly and in good faith in what he believes is in the best interests of the company.

Limitations on Rights to Hold or Vote Shares

Except as described herein, there are
no limitations imposed by British Virgin Islands law or by our Memorandum and Articles of Association on the rights of non-resident
shareholders to hold or vote our ordinary shares.

Exchange Controls

There are no material British Virgin
Islands laws, decrees, regulations or other legislation that impose foreign exchange controls on us or that affect our payment
of dividends, interest or other payments to non-resident holders of our shares.

Anti-Takeover Effects of Our Memorandum
and Articles of Association

Some provisions of British Virgin Islands
law and our Memorandum and Articles of Association could make the acquisition of us by means of a tender offer or merger, or by
means of a proxy contest or otherwise, more difficult.

These provisions, which include a “business
combination” provision, are expected to discourage coercive takeover practices and inadequate takeover bids. Although as
a British Virgin Islands company, we are not subject to Section 203 of the Delaware General Corporation Law, the business
combination provision in our articles largely mirror the intention of Section 203 and generally prohibit “business combinations”
between us and an “interested shareholder.” These provisions are also designed to encourage persons seeking to acquire
control of us to first negotiate with our board of directors. We believe the benefits of the potential ability to negotiate with
the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
those proposals because negotiation of them could result in an improvement of their terms.

Transfer Agent and Registrar

We will serve as our own transfer agent
and registrar for the ordinary shares until such time as we sell the minimum offering, then we intend to retain Signature Stock
Transfer, Inc., 2632 Coachlight Court, Plano, Texas 75093.

Disclosure of Share Ownership

Our Memorandum or Articles of Association
do not provide for any ownership threshold above which shareholder ownership must be disclosed.



Amendment of Memorandum and Articles of Association

The Company may at any time and from
time to time by ordinary resolution alter or amend its Memorandum of Association and Articles of Association in whole or in part
subject, in the case of any alteration or amendment which modifies the rights of a class of shares, to consent from holders of
that class of shares as more fully set out above.

Other Information

Information regarding our Memorandum
and Articles of Association, material contracts, exchange controls, and taxation is included in our Registration Statement on Form
F-1 for the nine months ended September 30, 2011, and the year ended December 31, filed on January 17, 2012, and incorporated
by reference herein.





18







C. Material Contracts

Other than those listed in the paragraphs
below, we have not entered into any material contracts other than in the ordinary course of business or other than those described
in Item 4 “Information on the Company” and elsewhere in this annual report.

D. Exchange Controls

N/A

E. Taxation

The following summary of the material
British Virgin Islands and United States federal income tax consequences of an investment in our Ordinary Shares is based upon
laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to
change. This summary does not deal with all possible tax consequences relating to an investment in our Ordinary Share, such as
the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of British Virgin
Islands tax law, it is the opinion of Forbes Hare, our special British Virgin Islands counsel.



British Virgin Islands Taxation



The Government of the British Virgin Islands,
will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax
or withholding tax upon the company or its shareholders.  The British Virgin Islands are not party to any double taxation
treaties.



The company and all distributions, interest
and other amounts paid by the company to persons who are not persons resident in the British Virgin Islands are exempt from the
provisions of the Income Tax Act in the British Virgin Islands and any capital gains realized with respect to any shares, debt
obligations or other securities of the company by persons who are not resident in the British Virgin Islands are exempt from all
forms of taxation in the British Virgin Islands.  As of January 1, 2007, the Payroll Taxes Act, 2004 came into force.
It will not apply to the company except to the extent the company has employees (and deemed employees) rendering services to the
company wholly or mainly in the British Virgin Islands.  The company at present has no employees in the British Virgin
Islands and has no intention of having any employees in the British Virgin Islands.



No estate, inheritance, succession or gift
tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the British Virgin Islands with respect
to any shares, debt obligations or other securities of the company.





19









All instruments relating to transactions in
respect of the shares, debt obligations or other securities of the company and all instruments relating to other transactions relating
to the business of the company are exempt from the payment of stamp duty in the British Virgin Islands.



There are currently no withholding taxes or
exchange control regulations in the British Virgin Islands applicable to the company or its shareholders.



Material United States
Federal Income Tax Considerations



The following is a summary of the material
United States federal income tax consequences of the ownership and disposition of our Ordinary Shares by a U.S. Holder, as defined
below, that acquires our Ordinary Shares in the offering and holds our Ordinary Shares as “capital assets” (generally,
property held for investment) under the United States Internal Revenue Code. This summary is based upon existing United States
federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been
sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences
described below, and there can be no assurance that the IRS or a court will not take a contrary position. This summary does not
discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual
investment circumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance
companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market
treatment, partnerships and their partners, and tax-exempt organizations (including private foundations)), investors who are not
U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that hold
their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for United States
federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may
be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any state,
local, or non-United States tax considerations. Each potential investor is urged to consult its tax advisor regarding the United
States federal, state, local and non-United States income and other tax considerations of an investment in our Ordinary Shares.



General



For purposes of this summary, a “U.S.
Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation
for United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof
or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income
tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision
of a United States court and which has one or more United States persons who have the authority to control all substantial decisions
of the trust or (B) that has otherwise elected to be treated as a United States person under the United States Internal Revenue
Code.



If a partnership (or other entity treated as
a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of
a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships
and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our
Ordinary Shares.



Passive Foreign Investment Company Considerations



A non-United States corporation, such as our
company, will be a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for
any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive”
income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce
or are held for the production of passive income (the “asset test”). Passive income generally includes dividends, interest,
royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s unbooked
intangibles are taken into account for determining the value of its assets. We will be treated as owning a proportionate share
of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly,
more than 25% (by value) of the stock.





20









Although the law in this regard is not entirely
clear, we treat Flint Management LLC as being owned by us for United States federal income tax purposes, because we control their
management decisions and are entitled to substantially all of the economic benefits associated with these entities, and, as a result,
we consolidate these entities’ results of operations in our consolidated U.S. GAAP financial statements. If it were
determined, however, that we are not the owner of Flint Management LLC for United States federal income tax purposes, we would
likely be treated as a PFIC for our current taxable year and any subsequent taxable year.



Assuming that we are the owner of
Flint Management LLC for United States federal income tax purposes, we believe that we primarily operate as an education
technology corporation in Canada. Based on our current income and assets and projections as to the value of our assets based,
in part, on the expected market value of our Ordinary Shares and outstanding Class A ordinary shares following our current
offering, we do not expect to be a PFIC for the current taxable year or in the foreseeable future. While we do not anticipate
being a PFIC, because the value of the assets for purpose of the asset test may be determined by reference to the market
price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the
current or subsequent taxable year.



The composition of our income and
our assets will also be affected by how, and how quickly, we spend our liquid assets and the cash raised in our current
offering. Under circumstances where revenues from activities that produce passive income significantly increase relative to
our revenues from activities that produce nonpassive income, or where we determine not to deploy significant amounts of cash
for active purposes, our risk of becoming classified as a PFIC may substantially increase.



Furthermore, because there are uncertainties
in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets
as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the
current or subsequent taxable years. Because PFIC status is a fact-intensive determination made on an annual basis and will depend
upon the composition of our assets and income and the value of our tangible and intangible assets from time to time, no assurance
can be given that we are not or will not become a PFIC. In particular, if we are a PFIC for any year during which a U.S. Holder
holds our Ordinary Shares, we generally will continue to be treated as a PFIC as to such U.S. Holder for all succeeding years during
which such U.S. Holder holds our Ordinary Shares unless we cease to be a PFIC and the U.S. Holder makes a “deemed sale”
election with respect to the Ordinary Shares.



The discussion below under “Dividends”
and “Sale or Other Disposition of Ordinary Shares” assumes that we will not be a PFIC for United States federal income
tax purposes. The U.S. federal income tax rules that apply if we are a PFIC for the current or any subsequent taxable year are
generally discussed below under “Passive Foreign Investment Company Rules.”



Our U.S. counsel, J. Hamilton McMenamy P.C, is of the opinion that
we are not a PFIC for the most current tax year.



Dividends



Any cash distributions paid on our Ordinary
Shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles,
will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received
by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary bank, in the case of Ordinary Shares. Because
we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution
paid will generally be treated as a “dividend” for United States federal income tax purposes. Subject to the discussion
above regarding concerns expressed by the U.S. Treasury, for taxable years beginning before January 1, 2013, a non-corporate
recipient of dividend income generally will be subject to tax on dividend income from a “qualified foreign corporation”
at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that
certain holding period and other requirements are met. We will be considered to be a qualified foreign corporation (i) with respect
to any dividend we pay on our Ordinary Shares that are readily tradable on an established securities market in the United States,
or (ii) if we are eligible for the benefits of a comprehensive tax treaty with the United States that the Secretary of Treasury
of the United States determines is satisfactory for this purpose and includes an exchange of information program. We anticipate
applying to have our Ordinary Shares quoted on the Bulletin Board and will initially attempt to secure a market maker to apply
for quotation of our securities on the Bulletin Board. Provided the quotation is approved, we believe that the Ordinary Shares
will be readily tradable on an established securities medium in the United States and that we will be a qualified foreign corporation
with respect to dividends paid on the Ordinary Shares. U.S. Holders should consult their tax advisors regarding the availability
of the reduced tax rate on dividends in their particular circumstances. Dividends received on our Ordinary Shares will not be eligible
for the dividends received deduction allowed to corporations.



21









With respect to non-corporate U.S. Holders, including individual
U.S. Holders, for taxable years beginning before January 1, 2011, dividends will be taxed at the lower capital gains rate
applicable to qualified dividend income,provided that (1) the shares are readily tradable on an established securities
medium in the United States, or are eligible for the benefits of an approved qualifying income tax treaty with the United States
that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed above)
for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements
are met. Under U.S. Internal Revenue Service authority, shares, or ADSs representing such shares, are considered for purpose of
clause (1) above to be readily tradable on an established securities medium in the United States. You should consult your
tax advisors regarding the availability of the lower rate for dividends paid with respect to our shares, including the effects
of any change in law after the date of this prospectus.



Dividends will constitute foreign source income for foreign tax
credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend
taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend,
multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes
eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed
by us with respect to the shares will constitute “passive category income” but could, in the case of certain U.S. Holders,
constitute “general category income.”



To the extent that the amount of the distribution exceeds our current
and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free
return of your tax basis in your shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will
be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore,
a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated
as a non-taxable return of capital or as capital gain under the rules described above.



Sale or Other Disposition of Ordinary
Shares



A U.S. Holder will generally recognize capital
gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized
upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. Any capital gain or loss will be long-term
if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United
States foreign tax credit purposes.



Passive Foreign Investment Company Rules



If we are a PFIC for any taxable year during
which a U.S. Holder holds our Ordinary Shares, unless the U.S. Holder makes a mark-to-market election (as described below), the
U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC,
on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable
year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or,
if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other
disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:



22











| | • |  | the excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| | • |  | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, or pre-PFIC year, will be taxable as ordinary income;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | the amount allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to individuals or corporations as appropriate for that year; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



The tax liability for amounts allocated to years prior to the year
of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but
not losses) realized on the sale of the Shares cannot be treated as capital, even if you hold the Shares as capital assets.



If we are a PFIC for any taxable year during
which a U.S. Holder holds our Ordinary Shares and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would
be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described
above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. holder
would not receive the proceeds of those distributions or dispositions.



As an alternative to the foregoing rules, if
we are a PFIC, a U.S. Holder of “marketable stock” may make a mark-to-market election with respect to our Ordinary
Shares, but not our Class A ordinary shares, provided that the Ordinary Shares are, as expected, quoted on the Bulletin Board and
that the Ordinary Shares are regularly traded. We anticipate that our Ordinary Shares should qualify as being regularly traded,
but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include
as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held
at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the
excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the
end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income
as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted
to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election and
we cease to be a PFIC, the holder will not be required to take into account the mark-to-market gain or loss described above during
any period that we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon
the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss
will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously
included in income as a result of the mark-to-market election. In the case of a U.S. Holder who has held Ordinary Shares during
any taxable year in respect of which we were classified as a PFIC and continues to hold such Ordinary Shares (or any portion thereof)
and has not previously determined to make a mark-to-market election, and who is now considering making a mark-to-market election,
special tax rules may apply relating to purging the PFIC taint of such Ordinary Shares.





23









Because a mark-to-market election cannot be
made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such
U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United
States federal income tax purposes.



We do not intend to provide information necessary
for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the
general tax treatment for PFICs described above.



If a U.S. Holder owns our Ordinary Shares during
any taxable year that we are a PFIC, the holder must file an annual report with the U.S. Internal Revenue Service. Each U.S. Holder
is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing
Ordinary Shares if we are or become a PFIC, including the possibility of making a mark-to-market election.



Information Reporting and Backup Withholding



Pursuant to the Hiring Incentives to Restore
Employment Act enacted on March 18, 2010, in tax years beginning after the date of enactment, an individual U.S. Holder and
certain entities may be required to submit to the Internal Revenue Service certain information with respect to his or her beneficial
ownership of the Ordinary Shares, if such Ordinary Shares are not held on his or her behalf by a U.S. financial institution. This
new law also imposes penalties if an individual U.S. Holder is required to submit such information to the Internal Revenue Service
and fails to do so.



In addition, dividend payments with respect
to the Ordinary Shares and proceeds from the sale, exchange or redemption of the Ordinary Shares may be subject to information
reporting to the IRS and United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes
a correct taxpayer identification number and makes any other required certification, or who is otherwise exempt from backup withholding.
U.S. Holders should consult their tax advisors regarding the application of the United States information reporting and backup
withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against
a U.S. Holder’s United States federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service
and furnishing any required information.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.



H. Documents on Display

Our corporate Internet address is www.flintls.com.
We make available free of charge on or through our website our annual reports, current reports, and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We may
from time to time provide important disclosures to investors by posting them in the investor relations section of our website,
as allowed by SEC rules. Information contained on our website is not part of this report or any other report filed with the SEC.
You may read and copy any public reports we filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site http://www.sec.gov that contains reports, proxy and information statements, and other information
that we filed electronically.





24







I. Subsidiary Information

For a listing of our subsidiaries, see “Item 4.
Information on the Company—C. Organizational Structure.” and Exhibit 8.1.



|Item 11. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Qualitative and Quantitative Disclosures about Market
Risk

Not applicable.



|Item 12. | Description of Securities Other than Equity Securities.
|-------- | -------------------------------------------------------

Not applicable.



25







PART II



|Item 13. | Defaults, Dividend Arrearages and Delinquencies.
|-------- | ------------------------------------------------

Not applicable.



|Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds.
|-------- | -----------------------------------------------------------------------------

Not applicable.



|Item 15. | Controls and Procedures.
|-------- | ------------------------

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of December 31, 2011.  This evaluation was accomplished under the supervision and with the participation
of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded
that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the
annual report on Form 20-F has been made known to them.



Disclosure, controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports
filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.



Based upon an evaluation conducted
for the period ended December 31, 2011, our Chief Executive and Chief Financial Officer as of December 31, 2011 and as of the date
of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material
weaknesses in our internal controls:



|· |  | Reliance upon independent financial reporting consultants for review of critical accounting
areas and disclosures and material non-standard transaction.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



|· |  | Lack of sufficient accounting staff which results in a lack of segregation of duties
necessary for a good system of internal control.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------



In order to remedy our existing internal control deficiencies,
as our finances allow, we will hire additional accounting staff.

Management’s Report on Internal Control over Financial
Reporting

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act. Our internal control system was designed 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 in the United States of America.  Our internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United
States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Company’s assets that could have a material effect on the financial statements.





26









Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.



Our management conducted an evaluation
of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework at December 31, 2011.   Based
on its evaluation, our management concluded that, as of December 31, 2011, our internal control over financial reporting was not
effective because of limited staff and a need for a full-time chief financial officer.  A material weakness is a deficiency,
or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on
a timely basis.



This annual report does not include
an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. 
Management’s report is not subject to the attestation by the Company’s registered public accounting firm pursuant to
the rules of the SEC that permit the Company to provide only management’s report in this annual report.



Changes in Internal Controls over Financial Reporting



We have not yet made any changes
in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





|Item 16. | [Reserved]
|-------- | ----------





|Item 16A. | Audit Committee Financial Expert.
|--------- | ---------------------------------

There is one director and therefore
no audit committee. The sole director does not qualify as an “audit committee financial expert”, within the meaning
of SEC regulations, that he has accounting and related financial management expertise within the meaning of the listing standards
of the NYSE Amex and Rule 10A-3 under the Exchange Act, and (2)  satisfies the definition of “independent”
as established in the NYSE Amex corporate governance listing standards.



|Item 16B. | Code of Business Conduct and Ethics.
|--------- | ------------------------------------

The company has not yet adopted a written
Code of Business Conduct and Ethics for directors, officers and employees. The company intends to adopt a code of ethics.



|Item 16C. | Principal Accountant Fees and Services.
|--------- | ---------------------------------------

Audit Fees

Audit services EFP Rotenberg, LLP
for fiscal year 2011 included the examination of the consolidated financial statements prepared in accordance with  GAAP of
the Company and its subsidiaries as of December 31, 2011 and 2010, and services related to filings with the United
States Securities and Exchange Commission and other regulatory bodies. The aggregate fees for professional services rendered
by EFP Rotenberg, LLP for fiscal year 2011, including the audit of the Company’s annual financial statements and other
audited related services are approximately US$15,000 .



Audit services of EFP Rotenberg, LLP for
fiscal year 2010 included the examination of the consolidated financial statements prepared in accordance with  GAAP of the
Company and its subsidiaries as of December 31, 2010 and 2009, and services related to filings with the United States
Securities and Exchange Commission and other regulatory bodies. The aggregate fees for professional services rendered by EFP
Rotenberg, LLP for fiscal year 2011, including the audit of the Company’s annual financial statements and other audited
related services are approximately US$18,000.



27









|Item 16D. | Exemptions from the Listing Standards for Audit Committees.
|--------- | -----------------------------------------------------------

We have not been granted an exemption
from the applicable listing standards for the audit committee of our board of directors.



|Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
|--------- | -----------------------------------------------------------------------

None.



|Item 16F. | Change in Registrant’s Certifying Accountant.
|--------- | ---------------------------------------------

Not applicable.



|Item 16G. | Corporate Governance.
|--------- | ---------------------

We are a foreign private issuer as defined in Rule 3b-4 under
the Exchange Act. Therefore, we are permitted to follow the corporate governance practices in the British Virgin Islands in lieu
of certain corporate governance requirements contained in the NYSE AMEX company guide since the laws of the British Virgin Islands
do not require compliance.



Shareholder Approval Requirement: Under
the laws of the British Virgin Islands, we are not required to solicit shareholder approval of stock plans, including those in
which our officers or directors may participate; stock issuances that will result in a change in control; the issuance of our stock
in related party transactions or other transactions in which we may issue 20% or more of our outstanding shares; or, below market
issuances of 20% or more of our outstanding shares to any person. However, it should be noted that under our Articles of Association,
any Business Combination (as defined in our Articles of Association) with any Interested Shareholder (as defined in our Articles
of Association) within a period of three years following the date the shareholder became such Interested Shareholder as described
in Article 71 of our Articles of Association which may include any transaction which results in the issuance by the Company of
any shares of the Company, the value of which is at least 5% or more of the aggregate market value of all the issued and outstanding
voting shares of the Company to an Interested Shareholder or any affiliate or associate of the Interested Shareholder is (unless
it comes within the exemptions set out in Article 71 ) required to be approved by shareholders other than the Interested Shareholder
and its affiliate or associate.

Board Independence Requirement:
Under the laws of the British Virgin Islands, we are not required to maintain a board of directors with a majority of independent
directors and do not intend to voluntarily do so at this time.

Shareholder Meeting Quorum Requirement:
Our quorum requirement is set forth in our Articles. A quorum for a meeting of members of the Company is two persons who are, or
who represent by proxy, shareholders holding not less than one-third of the shares entitled to be voted at the meeting.

Proxy Delivery Requirement: We
are a foreign private issuer, and our equity securities are accordingly exempt from the proxy rules set forth in Sections 14(a),
14(b), 14(c) and 14(f) of the Exchange Act. We solicit proxies in accordance with our Articles and the applicable rules and regulations
in the British Virgin Islands.

The foregoing is consistent with the
laws, customs and practices in the British Virgin Islands.



28







PART III



|Item 17. | Financial Statements
|-------- | --------------------





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors and

Stockholders
of Flint Int'l Services, Inc.



We
have audited the accompanying consolidated balance sheets of Flint Int'l Services, Inc. as of December 31, 2011 and 2010, and
the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2011. Flint Int'l Services, Inc.’s management is responsible for these consolidated financial
statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. 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 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 audits 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 Flint Int'l Services, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2011 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 5 to the consolidated financial statements, these conditions 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 (5). The financial statements
do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.



/s/
EFP Rotenberg, LLP





EFP
Rotenberg, LLP

Rochester,
New York

August
2, 2012











29









|FLINT INT’L SERVICES, INC.                                                              | 
|--------------------------------------------------------------------------------------- | 
|Consolidated Balance Sheets                                                             | 
|December 31, 2011 and 2010                                                              | 
|                                                                                        | 
|ASSETS                                                                                  | 
|Current Assets                                                                          | 
|Cash and Cash Equivalents                                                               | 
|Accounts Receivable-net                                                                 | 
|Total Current Assets                                                                    | 
|                                                                                        | 
|Fixed Assets,  - net                                                                    | 
|                                                                                        | 
|Other Assets:                                                                           | 
|Due From Shareholder                                                                    | 
|Long-Term Deferred Tax Asset                                                            | 
|Other Assets                                                                            | 
|Total Other Assets                                                                      | 
|                                                                                        | 
|TOTAL ASSETS                                                                            | 
|                                                                                        | 
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                    | 
|Current Liabilities                                                                     | 
|Accounts Payable                                                                        | 
|Accrued Expenses                                                                        | 
|Reserve for Services                                                                    | 
|Loans – Current Portion                                                                 | 
|Total Current Liabilities                                                               | 
|Long-Term Liabilities                                                                   | 
|Amounts due Shareholder                                                                 | 
|Loans – Long Term Portion                                                               | 
|Total Long-Term Liabilities                                                             | 
|                                                                                        | 
|                                                                                        | 
|TOTAL LIABILITIES                                                                       | 
|                                                                                        | 
|Shareholders’ Equity                                                                    | 
|Preferred Shares, $.001 par value, 20,000,000 shares authorized,                        | 
|-0- and -0- shares issued and outstanding                                               | 
|Ordinary shares, $.001 par value, 50,000,000 shares authorized,                         | 
|7,500,000 and 7,500,000 shares issued and outstanding                                   | 
|Additional Paid-In Capital                                                              | 
|Cumulative Translation Adjustment                                                       | 
|Retained Earnings / Accumulated Deficit                                                 | 
|Total Shareholders' Equity                                                              | 
|                                                                                        | 
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                              | 
|                                                                                        | 
|The accompanying notes are an integral part of these consolidated financial statements. | 
|                                                                                        | 



30







|FLINT INT’L SERVICES, INC
        Consolidated Statements of Comprehensive
        Income (Loss)
        For The Years Ended December 31, 2011 and
        2010
|---------------------------------------------------------------------------------------------------------------------------------------------------------------





|                                                               |  |      |           |   |      |  
|-------------------------------------------------------------- |  | ---- | --------- | - | ---- | -
|                                                               |  | 2011 |           |   | 2010 |  
|                                                               |  |      |           |   |      |  
|REVENUES                                                       |  |      | 967,720   |   |      |  
|                                                               |  |      |           |   |      |  
|COST OF SALES, inclusive of depreciation of $8,318 and $6,343  |  |      | 465,592   |   |      |  
|GROSS PROFIT                                                   |  |      | 502,128   |   |      |  
|                                                               |  |      |           |   |      |  
|OPERATING EXPENSES                                             |  |      |           |   |      |  
|General & Administrative                                       |  |      | 284,977   |   |      |  
|TOTAL OPERATING EXPENSES                                       |  |      | 284,977   |   |      |  
|NET OPERATING INCOME/(LOSS)                                    |  |      | 217,151   |   |      |  
|                                                               |  |      |           |   |      |  
|Net Income Before Income Taxes                                 |  |      | 217,151   |   |      |  
|                                                               |  |      |           |   |      |  
|OTHER INCOME (EXPENSE)                                         |  |      |           |   |      |  
|Gain on sale of assets                                         |  |      | 415       |   |      |  
|TOTAL OTHER INCOME (EXPENSE)                                   |  |      | 415       |   |      |  
|                                                               |  |      |           |   |      |  
|Income Tax (Expense) Benefit                                   |  |      | (50,017   | ) |      |  
|                                                               |  |      |           |   |      |  
|NET INCOME/(LOSS)                                              |  | $    | 167,549   |   |      | $
|                                                               |  |      |           |   |      |  
|OTHER COMPREHENSIVE INCOME (LOSS)                              |  |      |           |   |      |  
|Foreign Currency Translation Adjustment                        |  |      | (8,101    | ) |      |  
|TOTAL COMPREHENSIVE INCOME                                     |  |      | (8,101    | ) |      |  
|                                                               |  |      |           |   |      |  
|COMPREHENSIVE INCOME (LOSS)                                    |  | $    | 159,448   |   |      | $
|                                                               |  |      |           |   |      |  
|                                                               |  |      |           |   |      |  
|EARNINGS PER SHARE, BASIC AND DILUTED                          |  |      |           |   |      |  
|Weighted Average Number of  Shares Outstanding                 |  |      | 7,500,000 |   |      |  
|Earnings/(Loss) per Ordinary Share, Basic and Diluted          |  | $    | (0.02     | ) |      | $
|Other Comprehensive Income (Loss) per Share, Basic and Diluted |  | $    | (0.00     | ) |      | $
|Comprehensive Income per Share, Basic and Diluted              |  | $    | (0.02     | ) |      | $
|                                                               |  |      |           |   |      |  
|                                                               |  |      |           |   |      |  



The accompanying notes are an integral part
of these consolidated financial statements.



31







|FLINT INT’L SERVICES, INC.
        Consolidated Statements of Cash Flows
        For the Years Ended December 31, 2011 and
        2010
|---------------------------------------------------------------------------------------------------------------------------------------





|                                                       |  |      |          |   |      |  
|------------------------------------------------------ |  | ---- | -------- | - | ---- | -
|                                                       |  | 2011 |          |   | 2010 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                   |  |      |          |   |      |  
|Net Income (Loss)                                      |  | $    | 167,549  |   |      | $
|Adjustments to reconcile net income (loss) to net cash |  |      |          |   |      |  
|used in operating activities:                          |  |      |          |   |      |  
|Depreciation Expense                                   |  |      | 8,318    |   |      |  
|Gain on Sale of Assets                                 |  |      | (415     | ) |      |  
|                                                       |  |      |          |   |      |  
|Effect of Foreign Exchange                             |  |      | (8,616   | ) |      |  
|Changes in Assets and Liabilities:                     |  |      |          |   |      |  
|Change in Accounts Receivable                          |  |      | (432,612 | ) |      |  
|Change in Advances Shareholder                         |  |      | 5,614    |   |      |  
|Change in Deferred Tax Asset                           |  |      | 152      |   |      |  
|Change in Other Assets                                 |  |      | (2,192   | ) |      |  
|Change in Accounts Payable                             |  |      | 50,841   |   |      |  
|Change in Accrued Expenses                             |  |      | 63,322   |   |      |  
|Change in Deferred Revenue                             |  |      | 137,394  |   |      |  
|Net Cash Used In Operating Activities                  |  |      | (10,645  | ) |      |  
|                                                       |  |      |          |   |      |  
|CASH FLOWS FROM INVESTING ACTIVITIES                   |  |      |          |   |      |  
|Cash Received for Sale of Assets                       |  |      | 4,776    |   |      |  
|                                                       |  |      |          |   |      |  
|Purchase of Fixed Assets                               |  |      | (44,979  | ) |      |  
|Net Cash Used In Investing Activities                  |  |      | (40,203  | ) |      |  
|                                                       |  |      |          |   |      |  
|CASH FLOWS FROM FINANCING ACTIVITIES                   |  |      |          |   |      |  
|Proceeds from Bank Loans                               |  |      | 49,779   |   |      |  
|Payments on Bank Loans                                 |  |      | (4,750   | ) |      |  
|Amounts due Shareholder                                |  |      | 4,309    |   |      |  
|Net Cash Provided By Financing Activities              |  |      | 49,338   |   |      |  
|                                                       |  |      |          |   |      |  
|                                                       |  |      |          |   |      |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS              |  |      | (1,510   | ) |      |  
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR         |  |      | 25,975   |   |      |  
|                                                       |  |      |          |   |      |  
|CASH AND CASH EQUIVALENTS AT END OF YEAR               |  | $    | 24,465   |   |      | $
|                                                       |  |      |          |   |      |  
|                                                       |  |      |          |   |      |  
|SUPPLEMENTAL DISCLOSURES                               |  |      |          |   |      |  
|Cumulative Translation Adjustment                      |  | $    | (8,101   | ) |      | $
|Interest Paid                                          |  | $    | 351      |   |      | $
|Taxes Paid                                             |  | $    | 50,018   |   |      | $





The accompanying notes are an integral part
of these consolidated financial statements.

32









|FLINT INT’L SERVICES, INC.                     | 
|---------------------------------------------- | 
|Consolidated Statement of Shareholders’ Equity | 
|For the Years Ended December 31, 2011 and 2010 | 





|                             |  |                 |           |         |  | Accumulated   |       |               |  |        
|---------------------------- |  | --------------- | --------- | ------- |  | ------------- | ----- | ------------- |  | -------
|                             |  |                 |           |         |  | Other         |       |               |  |        
|                             |  | Ordinary shares |           | Paid-In |  | Comprehensive |       | Cumulative    |  |        
|                             |  | Shares          |           | Amount  |  | Capital       |       | Income (Loss) |  | Deficit
|Balance, January 1, 2010**   |  |                 | 7,500,000 |         |  | $             | 7,500 |               |  | $      
|                             |  |                 |           |         |  |               |       |               |  |        
|Comprehensive Income:        |  |                 |           |         |  |               |       |               |  |        
|Net Income                   |  |                 |           |         |  |               |       |               |  |        
|Foreign Currency Translation |  |                 |           |         |  |               |       |               |  |        
|Adjustment                   |  |                 |           |         |  |               |       |               |  |        
|Comprehensive Income         |  |                 |           |         |  |               |       |               |  |        
|                             |  |                 |           |         |  |               |       |               |  |        
|                             |  |                 |           |         |  |               |       |               |  |        
|Balance, December 31, 2010   |  |                 | 7,500,000 |         |  | $             | 7,500 |               |  | $      
|                             |  |                 |           |         |  |               |       |               |  |        
|Comprehensive Income:        |  |                 |           |         |  |               |       |               |  |        
|Net Income                   |  |                 |           |         |  |               |       |               |  |        
|Foreign Currency Translation |  |                 |           |         |  |               |       |               |  |        
|Adjustment                   |  |                 |           |         |  |               |       |               |  |        
|Comprehensive Income         |  |                 |           |         |  |               |       |               |  |        
|                             |  |                 |           |         |  |               |       |               |  |        
|                             |  |                 |           |         |  |               |       |               |  |        
|Balance, December 31, 2011   |  |                 | 7,500,000 |         |  | $             | 7,500 |               |  | $      
|                             |  |                 |           |         |  |               |       |               |  |        



|The accompanying notes are an integral part of these consolidated financial statements.
|---------------------------------------------------------------------------------------



** As discussed in Note 1, the recapitalization of Flint Management,
LLC with Flint Int’l Services, Inc. took place in December 2010 and has been accounted for as a reverse merger.   It
has been reflected in the Statement of Changes in Shareholders’ Equity/(Deficit) as if it occurred in 2004 in order to consistently
reflect the capitalization of the combined entity.



33









|FLINT INT’L SERVICES, INC.
        Notes to the Consolidated Financial Statements
        December 31, 2010 and 2009
|--------------------------------------------------------------------------------------------------------------------





NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING
POLICIES



Nature of Activities, History and Organization:



Flint Int'l Services, Inc. was incorporated
on December 29, 2010 under the laws of the Cayman Islands in order to purchase 100% of the outstanding interests of Flint Management,
LLC, a Canadian corporation.  In May 2011, we completed a merger/redomestication into our wholly owned subsidiary based in
the British Virgin Islands, also named Flint Int'l Services, Inc., which was formed as a business company with limited liability
(meaning the liability of shareholders is limited to the price paid for their shares). The British Virgin Islands corporation became
the surviving entity along with its Memorandum and Articles.



Flint Management, LLC (“Flint LLC”)
is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we”)
and was formed in January 2004 as an Ontario, Canada Corporation.  Flint LLC, is an education company [corporation?] that
tailor-makes courses designed to cover a specific topic or range of topics in a concise, easy to understand, computer-based format.



FLINT, a private holding company incorporated
under the laws of the Cayman Islands but now existing under the laws of the British Virgin Islands, was formed in order to acquire
100% of the outstanding membership interests of Flint Management, LLC.  On December 31, 2010, FLINT issued 7,500,000
ordinary shares in exchange for a 100% equity interest in Flint Management, LLC.  As a result of the share exchange,
Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management, LLC
own a majority of the voting shares of FLINT.  The transaction was accounted for as a reverse merger whereby Flint Management,
LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange, although FLINT is
the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As such, Flint Management,
LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements
have been prepared as if Flint Management, LLC had always been the reporting company and then on the share exchange date, had changed
its name and reorganized its capital stock.  At the time of the exchange transaction, FLINT had no assets or liabilities
and Flint Management, LLC had assets of approximately $144,000 with equity of approximately $22,300.



The capital structure of FLINT is presented
as a consolidated entity as if the transaction had been effected in 2004 to consistently reflect the number of shares outstanding.
However, the capital structure as presented is different that the capital structure that appears in the historical statements of
Flint Management, LLC, in earlier periods due to the recapitalization accounting.



The Company operates on a calendar year-end.    Due
to the nature of their operations, the Company operates in only one business segment.



Basis of Accounting and Consolidation:



The Company prepares its financial statements
on the accrual basis of accounting.  It has one wholly owned subsidiary, Flint Management, LLC., which is consolidated.
All intercompany balances and transactions are eliminated.



The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and
Exchange Commission (“SEC”) regulations.



34









Significant Accounting Policies:



The Company’s management selects accounting
principles generally accepted in the United States of America and adopts methods for their application.  The application
of accounting principles requires the estimating, matching and timing of revenue and expense.



The financial statements and notes are representations
of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that
it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting
control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed
to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are
recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner
to produce financial  statements which present fairly the financial  condition,  results of operations  and
cash  flows of the  Company  for the  respective  periods  being presented.



Cash and Cash Equivalents:



All highly liquid investments with original
maturities of three months or less are included in cash and cash equivalents.  All deposits are maintained in Canada
Deposit Insurance Corporation (CDIC) insured depository accounts in local financial institutions and balances are insured up to
$100,000.



Fair Value of Financial Instruments:



In accordance with the reporting requirements
of ASC 820 the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under
this statement and includes this additional information in the notes to the financial statements  when the fair value
is different  than the  carrying  value of those financial instruments.



The carrying amounts of cash, cash equivalents,
accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities
of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate
fair value due to the stated interest rates approximating market rates.



Accounts Receivable:



Accounts receivable are carried at their face
amount, less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates accounts receivable and
establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions,
based on a history of write offs and collections.  The Company’s policy is generally not to charge interest on
trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been
received within agreed upon invoice terms.   The Company provides an allowance for all receivables that are greater
than 90 days old. Allowances for Doubtful Accounts totaled $0 and $0 at December 31, 2011 and 2010,  respectively.  Write
offs are recorded at a time when a customer receivable is deemed uncollectible.



Fixed Assets:



Fixed assets are stated at cost if purchased,
or at fair value in a nonmonetary exchange, less accumulated depreciation.  Major renewals and improvements are capitalized;
minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line
method over the estimated useful lives of the assets.





35









Revenue Recognition:



The Company recognizes revenue in accordance
with ASC 605-10.  Revenue will be recognized only when all of the following criteria have been met:







|· |  | Persuasive evidence of an arrangement exists;
|- |  | ---------------------------------------------

|· |  | Ownership and all risks of loss have been transferred to buyer, which is generally upon
                                                                                                                           shipment or at the time the service is provided;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









|· |  | The price is fixed and determinable; and
|- |  | ----------------------------------------













|· |  | Collectability is reasonably assured.
|- |  | -------------------------------------



All services are billed when rendered and payment is due upon receipt
of invoice.



The Company holds a reserve for software issues detected after delivery.
The reserve is as follows:



|· |  | 20% of sales under 60 days
|- |  | --------------------------

|· |  | 15% of sales under 150 days
|- |  | ---------------------------

|· |  | 10% of sales under one year
|- |  | ---------------------------



The Company adjusts the reserve annually.



Advertising:



Advertising costs consist primarily of print media and internet
banners and are expensed as incurred.  The Company did not incur any advertising expenses in 2011 or 2010.



Cost of Sales:



Cost of sales consists primarily of depreciation
expense, payroll and development expense.



Income Taxes:



The Company has adopted ASC 740-10 which requires
the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.  Income
taxes are provided for all items included in the statements of operations for the years ended December 31, 2011 and 2010.



Deferred income taxes arise from temporary
differences resulting from differences between the financial statement and tax basis of assets and liabilities.  Deferred
income taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they
relate.  Deferred income taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which those temporary differences are expected to reverse.  The
Company’s primary temporary differences relate to an accrued consulting expense not deductible in the current tax reporting
period.



In accordance with ASC 740-10-50, Accounting
for Uncertainty in Income Taxes, the Company recognizes the tax benefits from uncertain tax positions only if it is more than likely
than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the
position.  The tax benefits recognized in the financial statements from such positions are measured based on the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.  Interest and/or penalties
related to income tax matters, if incurred, are recognized as a component of income tax expense.  The Company’s
income tax filings are subject to audit by various taxing authorities.  The Company’s open audit periods are 2009,
2010 and 2011.



Earnings per Share:



Earnings per share (basic) is calculated by
dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the period covered.  As
the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic).





36









Foreign Currency Translation

The accompanying financial statements are presented
in United States dollars. The reporting currency of the Company is USD and the functional currency of Flint Int’l Services,
Inc and its wholly owned subsidiary Flint Management, LLC is the Canadian Dollar (CD). The financial statements are translated
into United States dollars from Canadian dollars at year-end exchange rates as to assets and liabilities and average exchange rates
as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.



Use of Estimates:



The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.



Employee Benefit Plans:



The Company has no employee benefit plans.





NOTE 2 – FIXED ASSETS



Fixed assets at December 31, 2011 and 2010 are as follows:



|                               |  | 2011 |         | 2010
|------------------------------ |  | ---- | ------- | ----
|Autos                          |  | $    | 42,202  |     
|Office Equipment               |  |      | 10,342  |     
|Less: Accumulated Depreciation |  |      | (14,632 | )   
|Total Fixed Assets             |  | $    | 37,912  |     



Depreciation expense for the years ended December
31, 2011 and 2010 was $8,318 and $6,343, respectively. During the year the Company sold a vehicle for $4,776 with a cost of $18,747
that generated a gain of $415. During the year the Company purchased a vehicle for $42,202.





NOTE 3 – EQUITY



On December 31, 2010, FLINT issued 7,500,000
ordinary shares in exchange for a 100%  equity interest in Flint Management, LLC.  As a result of the share
exchange, Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management,
LLC owned a majority of the voting shares in the capital of FLINT.  The transaction was accounted for as a reverse merger
whereby Flint Management, LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange,
although FLINT is the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As
such, Flint Management, LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes.
The financial statements have been prepared as if FLINT had always been the reporting company and then on the share exchange date,
had changed its name and reorganized its share capital.



The Company is currently authorized to issue
20,000,000 preferred shares at a par value of $.001 per share.  There were no shares issued and outstanding as of December
31, 2011.



The Company is currently authorized to issue
50,000,000 ordinary shares at a par value of $.001 per share.  These shares have full voting rights.  There
were 7,500,000 shares issued and outstanding as of December 31, 2011.





37









On January 17, 2012 the Company filed an F-1/A;
general form for registration of securities under the Securities Act of 1933, and it was approved on January 27, 2012.  The
Company, under this registration statement, is authorized to raise up to $500,000 by selling 500,000 shares of common stock at
$1.00 per share.  As of July 13, 2012, no shares have been sold and no money has been raised under this registration
statement.





The Company does not have any share option plans or warrants.





NOTE 4 – INCOME TAXES



The Company follows ASC 740.  Deferred
income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial
purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards (“NOL”).     No
net provision for refundable BVI (British Virgin Islands) income tax has been made in the accompanying statement of loss because
no recoverable taxes were paid previously.



The Company had net income of 167,549 for the year ended December
31, 2011 and a net loss for the year ended December 31, 2010 of approximately $1,250.



Deferred tax assets at December 31, 2011 and 2010 consisted of the
following:



|                                                                                          |  | 2011 |        |   | 2010 |  
|----------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | -
|Current:                                                                                  |  |      |        |   |      |  
|BVI                                                                                       |  | $    | 0      |   |      | $
|Canada                                                                                    |  |      | 50,018 |   |      |  
|Total current provision                                                                   |  |      | 50,018 |   |      |  
|                                                                                          |  |      |        |   |      |  
|Deferred:                                                                                 |  |      |        |   |      |  
|BVI                                                                                       |  |      | 0      |   |      |  
|Canada                                                                                    |  |      | 6,898  |   |      |  
|Total deferred provision (credit)                                                         |  |      | (6,898 | ) |      |  
|                                                                                          |  |      |        |   |      |  
|The significant components of deferred tax assets (liabilities) consist of the following: |  |      |        |   |      |  
|                                                                                          |  |      | 2011   |   |      |  
|Accrued Consulting Services                                                               |  |      | 6,898  |   |      |  
|                                                                                          |  |      |        |   |      |  
|Amounts recognized in the balance sheet consist of the following:                         |  |      | 2011   |   |      |  
|Deferred tax asset                                                                        |  | $    | 6,898  |   |      | $



The realization of deferred tax benefit is
contingent upon future earnings.





NOTE 5 – FINANCIAL CONDITION AND GOING CONCERN



The Company has retained earnings through December
31, 2011 totaling $165,311 and had working capital of $170,774.   Because of the level of retained earnings and low working
capital, the Company may require additional working capital to develop its business operations.



The Company has experienced no loan defaults,
labor stoppages, legal proceedings or any other operating interruption in 2011 or 2010.  Therefore, these items will
not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose
of assets or factor receivables to assist in generating working capital.





38









The Company intends to raise additional working
capital either through private placements, public offerings and/or bank financing, or additional loans from Management if there
is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company
will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s
working capital requirements.  To the extent that funds generated from private placements, public offerings and/or bank
financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given
that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate
working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the
Company may not be able to continue its operations.



Management believes that the efforts it has
made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about
the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.





NOTE 6 – RELATED PARTIES



During 2011 and 2010 and the following related
party transaction took place.

2011:

o  	Mr.
Hiebert invoiced the Company $6,902 for consulting services during 2011.  As of December 31, 2011 the total owed by the
Company to Mr. Hiebert is $54,376.

o  	The
Company advanced Mr. Hiebert $6,900 during 2011.  As of December 31, 2011 the total due the Company from Mr. Hiebert
is $44,291.

2010:

o  	Mr. Hiebert invoiced
the Company $21,721 for consulting services during 2010.  As of December 31, 2010 the total owed by the Company to Mr.
Hiebert is $48,762.

o  	The Company advanced
Mr. Hiebert $21,646 during 2010.  As of December 31, 2010 the total due the Company from Mr. Hiebert is $48,600.





NOTE 7 – SUBSEQUENT EVENTS



In accordance with ASC 855-10 an evaluation
of subsequent events was performed through July 10, 2012, which is the date the financial statements. No significant disclosures
were noted.





NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS



The Company has evaluated all the recent accounting pronouncements
through the date of issuance of these financial statements and believe that none of them will have a material effect on the Company’s
financial statements.





NOTE 9 – REVENUE



The Company’s revenue is broken out as
follows.



|                    |  | 2011 |         |  | Percent of Revenue |  |       | 2010 |  |   | Percent of Revenue | 
|------------------- |  | ---- | ------- |  | ------------------ |  | ----- | ---- |  | - | ------------------ | 
|Consulting Services |  | $    | 959,053 |  |                    |  | 99.1  |      |  | $ | 417,136            | 
|Web Design          |  |      | -       |  |                    |  | -     |      |  |   | 19,359             | 
|Other               |  |      | 8,667   |  |                    |  | 0.9   |      |  |   | 1,783              | 
|TOTAL               |  | $    | 967,720 |  |                    |  | 100.0 | %    |  |   | 438,278            | 





39









NOTE 10 – REVENUE CONCENTRATION



We are an education technology company that
tailor-makes electronic lessons and courses in an easily accessible, interactive bundle. In 2011 and in 2010 we had seven major
customers/engagements.



|Customers  | 2011 Revenue | %      | 2010 Revenue | %     
|---------- | ------------ | ------ | ------------ | ------
|Customer 1 | $836,985     | 86.5%  | $127,376     | 29.1% 
|Customer 2 | 66,176       | 6.8    | 110,432      | 25.2  
|Customer 3 | 45,677       | 4.7    | 56,658       | 12.9  
|Others     | 18,882       | 2.0    | 143,812      | 32.8  
|TOTAL      | $967,720     | 100.0% | $438,278     | 100.0%



Approximately 98.0% of the Company’s
revenue for the year ended December 31, 2011 was generated from the three largest engagements.



Approximately 67.2% of the Company’s
revenue for the year ended December 31, 2010 was generated from the three largest engagements.



40









|Item 18. | Financial Statements
|-------- | --------------------

Not Applicable.



|Item 19. | Exhibits.
|-------- | ---------



|                       |  |                                                                                                                                                   
|---------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
        Number |  | Description                                                                                                                                       
|                       |  |                                                                                                                                                   
|1.2                    |  | Articles of Association.1                                                                                                                         
|                       | 
|12.1                   |  | Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|                       | 
|12.2                   |  | Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|                       | 
|13.1                   |  | Certification of Chief Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|                       | 
|13.2                   |  | Certification of Chief Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|                       | 




|1 | Incorporated by reference to the registrant’s Registration Statement report on Form F-1 filed on January 17, 2012.
|- | ------------------------------------------------------------------------------------------------------------------







41







SIGNATURES

The registrant hereby certifies that
it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.



|                    |  |                           
|------------------- |  | --------------------------
|                    |  | FLINT INT’L SERVICES, INC.
|                    |  |                           
|                    |  | By: /s/ Russell Hiebert   
|                    |  | Russell Hiebert           
|                    |  | Chief Executive Officer   
|Date: July 30, 2012 |  |                           















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