BIIO Bionovate Technologies Corporation (CE)

MJP INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

N/A
(Title of class)

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

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

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

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]       No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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

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

The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2015 was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
16,108,500 common shares as of September 23, 2016 .

DOCUMENTS INCORPORATED BY REFERENCE

None.

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TABLE OF CONTENTS

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PART I

Item 1.           Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company”, mean MJP International Ltd. and our wholly owned subsidiaries, MJP Lightings Solutions Ltd., a British Virgin Islands corporation and MJP Holdings Ltd., an Alberta, Canada corporation.

General Overview

Our company was incorporated in the State of Nevada on October 24, 2012. We are a development stage company, having entered into the development stage on October 24, 2012. Founded in Calgary, Canada, we aim to capitalize on new opportunities found in the North American market for light-emitting diode (“LED”) lighting. With China as the manufacturing backbone of future LED products, we have set up office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. Our president, chief executive officer and director, Chris Tong Tang spends more than 50% of his time in the Southern China region, including Guangzhou and Hong Kong. While there, he operates from our Guangzhou office. In addition to seeing suppliers and sourcing and inspecting products at factories, he is also actively seeking to develop a market for our products in that region.

Our executive offices are located at Suite 2806, 505 - 6th Street SW, Calgary, Alberta, Canada T2P 1X5. Our telephone number is (403) 237 – 8330.

Current Business

On December 10, 2012, we entered into a share exchange agreement with MJP Lighting Solutions Ltd. and the shareholders of MJP Lighting Solutions pursuant to which we acquired MJP Lighting Solutions and MJP Holdings Ltd., as our wholly owned subsidiaries. As a result of the acquisition, we issued 12,000,000 shares of common stock in exchange for 100% of the outstanding common shares of MJP Lighting Solutions and MJP Holdings.

MJP Lighting Solutions, a British Virgin Islands company, with its main office located in Hong Kong, was incorporated in October 31, 2012. MJP Lighting Solutions operated through its then wholly owned subsidiary, MJP Holdings, of Alberta, Canada. MJP Holdings was incorporated on July 19, 2010 under the laws of the province of Alberta, Canada. MJP Holdings specializes in the sale and distribution of LED lighting and technology solutions.

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On January 1, 2012 we received a letter of authorization from Gysun Opto-Electronic Co. Ltd. pursuant to which we were designated as an authorized dealer in Canada for all LED products produced by Gysun Opto-Electronic. The letter of authorization entitles us to market and distribute products of Gysun Opto-Electronic in Canada. All purchase orders made by us are negotiated and determined on a case by case basis. The letter of authorization has no fixed term and is valid until revoked.

Products and Services

Light-Emitting Diodes (LEDs)

Light-emitting diode, commonly known as LED, is a solid-state semiconductor technology that is rapidly gaining momentum in the lighting industry. Early market for LEDs was driven by specific niche markets, mainly backlighting, that optimized on the products’ coloured light and small package size. From backlighting, the product slowly made inroads into the automotive industry. Today, the focus of the industry has largely been shifted towards general lighting. LED applications are evolving quickly into viable sources for general illumination as they promise many benefits over conventional lighting. Within the past few years, LED technology has improved significantly with respect to brightness, energy efficiency, and colour quality and consistency. Branded as a disruptive technology, LED has played a tremendous role in revolutionizing the lighting industry. LEDs have the following attributes:

• Efficiency . LEDs have exceptionally high theoretical energy efficiency. They can produce much higher lumen per watt than conventional technologies, thus providing energy savings up to 50 to 70%.
• Lifespan . The materials used in making LEDs are inherently stable. High quality LEDs may last for 50,000 to 100,000 hours or more. Unlike conventional lighting technologies, lifespan of an LED is unaffected by rapid cycling, its lifespan actually increases when the average current flowing through it is reduced.
• Controllability . LEDs have superior control over light colour, intensity, and direction. Newer white LEDs bring the potential to illuminate public spaces, homes and offices with light that mimics daylight. The controllability of LED- generated light enables intelligent light systems, making them better suited to smart controls than any previous light technology.
• Durability . LEDs are extremely durable; and are resistant to vibration, mechanical stress, and extreme weather conditions whereby conventional lighting solutions are at a disadvantage.
• Environmentally Friendly . LEDs do not contain toxic materials such as mercury, a necessary component of fluorescent bulbs.

Today’s LEDs boast many benefits over conventional technologies. In addition to the many objective advantages mentioned above, they also provide social benefits that play an important role in enhancing human emotions, motivation, abilities, health, and perception of public safety.

MJP International’s LED Products

Through our Canadian subsidiary, MJP Holdings, we currently sell LED products in Canada primarily to retail clients (end users) or through agents. To date, the majority of our products sold in Canada have been sold through two independent agents, ECCOS Lifestyle Ltd. and PSL Enterprises Ltd., both of Calgary, Alberta. In June, 2013, through our wholly owned British Virgin Island subsidiary, MJP Lighting Solutions, we made a sale to an end user in Hong Kong. Our company has established relationships with and has purchased most of our products from two suppliers in Southern China, Gysun Opto-Electronic Co. Ltd. and Odin Optoelectronics Technology Co., Limited. To date, our sales have consisted primarily of LED tube lights, LED PAR (parabolic aluminized reflector) lamps for spot lights, and LED down lights. These products are certified for sale in North America with UL® (Underwriters Laboratories) or CSA® (Canadian Standards Association). All of these products have numerous applications in both commercial and residential structures and offer a number of benefits over both incandescent and fluorescent lighting products.

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PAR Series

The LED PAR Series bulb is a replacement bulb for traditional PAR 30/38 lamps, where typically halogen bulbs are used. Diameter and length are identical to traditional lighting products; however, the mid-section is wider to allow necessary thermal management. Normally this difference is accommodated by the standard fixtures. The LED bulb is available with either a spot or wide beam lens and can be used in recessed, track and pendant lighting. Traditionally, the PAR light series has two product alternatives: halogen lamps and compact fluorescent lamps (CFLs). LED PAR Series are superior in many ways over these two product alternatives. Both the halogen and CFL bulbs operate at higher wattages resulting in higher yearly power consumption and heat emissions. Furthermore, halogen and CFL lighting products are also deficient in luminosity (light intensity) and longevity.

Down Light

The LED Down Light series is a complete lighting fixture with bulb and installation housing. The model has three variations: recessed, narrow spot, and wide beam; allowing for a wide range of applications. The LED Down Light series’ lack of heat output and spot capabilities make this product ideal for display lighting. However the fixtures can also be used in any commercial office space or residential dwelling.

The Down Light series bulb is superior in many ways over the halogen and CFL lighting products. However, a feature that truly sets the LED Down Light product apart from its alternatives is that the bulb is available in both a wide and narrow beam model; allowing the product a greater amount of versatility over alternative lighting products.

Tube Series

The LED Tube series products are designed to replace fluorescent lamps and fit into existing light fixtures. The new LED lighting products are easy to install and require only some minor wiring adjustments, which includes removing the now obsolete ballasts. As well, the LED Tube series pins can be configured for horizontal or vertical lighting and are available in either clear or frosted lenses.

The LED Tube series contains many advantages over traditional fluorescent tube lighting. Overall product performance is far superior; they are capable of starting at much colder temperatures, and do not flicker or hum like traditional fluorescent tubes tend to do. Quality of light is also much better, and both wattage and yearly power consumption is much lower. LED Tube series products also do not require a ballast like traditional fluorescent tubes do, and last significantly longer resulting in a substantial decrease in installation and maintenance costs.

Product Sourcing

China is currently the largest LED light production base in the world, with over 2,200 manufacturers producing LED devices, packages, and luminaires. The country is in a strong position to capitalize on new opportunities in the lighting market due to its growing prowess in technological innovation and research and development coupled with its existing manufacturing and production capabilities. High price of LEDs is often cited as the barrier to the mass adoption of LED lighting, China’s cost advantage over North America and Europe could be the key to accelerating LED adoption.

With that in mind, our company has set up a branch operating office in Guangzhou, China dedicated to the finding of quality manufacturers whose products are with UL and CSA authentication and are eligible to enter into the North American market. Our products are currently sourced through a number of different manufacturers. Basing our company’s sourcing component in China allows our company to maintain good working relationships with each of our suppliers to ensure the delivery of quality products and to stay informed with the industry’s latest product offerings and technological updates. To date, we have purchased most of our products from two suppliers in Southern China, Gysun Opto-Electronic Co. Ltd. and Odin Optoelectronics Technology Co., Limited.

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Sales, Distribution, and Fulfillment

We do not maintain an inventory of products. Instead, we place factory order once customer orders are secured. Wholesale prices are negotiated on a case by case basis, as are our resale prices, which typically incorporate a markup of 15% to 30% from the factory wholesale price. Typically, all payments are due upon delivery. For large order, a deposit of 30% is required. We either receive payments directly from customers or from our agents. For small orders, products will be shipped from China to our Company’s office and then shipped to the client. For large orders, products will generally be shipped directly from China to the client.

Market

Worldwide, the lighting market is forecasted to expand to US$160 billion by 2020, largely driven by the growth in demand for LEDs as their prices decline. LEDs are expected to fall in price by more than 80% and reach a global penetration of around 60% across all lighting applications over the next eight years. With less than 10% market penetration in 2010 and even less than 1% in the residential sector, LEDs market share is likely to accelerate over the next decade.

In 2011, the global lighting market was estimated at US$94 to $110 billion, with general lighting products accounting for 75% share of the total lighting market. Residential remains the largest market segment, with over 40% market share of the total general lighting market, followed by office and outdoor with market share of over 10% each.

At present, North America’s LED market share is estimated at around 7%. This market is currently led by the new fixture installation market, especially in the non-residential segment, supported by several government initiatives. LED market share is likely to increase as the price of LED lighting goes down, even in the residential and light source replacement segments. These factors will accelerate LED market share in North America, which is expected to rise to over 45% in 2016 and around 70% in 2020 on a value basis, including both new fixture installation and light source replacement.

Market Trends and Drivers

There is a growing global focus on creating energy efficient alternatives for all electrical devices. Both businesses and individual consumers are becoming increasingly aware of how inefficient many existing lighting products are, and have begun to look for more efficient forms of lighting. LED technology is helping to drive product choices in terms of energy efficiency and life-span advancements, and has the potential to replace all other forms of lighting technology.

Government

Due to the establishment of international protocol restricting greenhouse emissions and mounting pressure from special interest groups, there have been numerous efforts by all levels of government to reduce carbon emissions. Many European countries have effectively banned the sale and use of incandescent bulbs due to their inefficient qualities. This movement to ban inefficient bulbs is spreading to North America as well. The Canadian federal government banned the import of 75- and 100-watt incandescent bulbs from 1 January 2014. On 31 December 2014 the import of 40- and 60-watt incandescent bulbs will also be banned in Canada. In the U.S., the State of California will phase out the use of incandescent bulbs by 2018. Similar legislation has been proposed in other U.S. states, and federal legislation has been introduced (but not implemented) to curb the use of incandescent lighting. Generally, where restrictions are implemented, retailers will be allowed to sell their existing inventories before the bans, and create a much greater demand for LED lighting products.

In addition to the banning of incandescent bulbs, governments across the globe are granting subsidies to businesses and households for using energy-efficient LED lamps. Governments are shaping and stimulating the LED market with technical standardization and labeling, market aggregation and subsidies, and government testing labs. Supportive government policy will continue to be a critical driver of the LED lighting market as they become prime movers in propelling market demand.

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Urbanization

Global population growth and urbanization are increasing the overall demand for lighting products. Cities today consume 70% of the world’s energy supply. Exponential urban growth is expected over the next decade which contributes to an ever growing demand for energy. Increased demand for energy translates to rising energy prices. Widespread adoption of LED lighting will lead to a 40% cut in energy consumption, amounting to a saving of US$53 billion in annual energy costs. Furthermore, the cost of LEDs has decreased substantially over the past decade. Prices are expected to continue their decline over the next few years as demand and production ramp up. With the continual reduction in pricing as LEDs achieve economies of scale, consumers will be more inclined to transition to the energy efficient lighting solution.

Environment

Scarce resources and climate change are now two of the world’s greatest environmental concerns. “Going Green” and “Reducing Your Carbon Footprint” have become common phrases in today’s society. People, cities, and countries are all beginning to adopt more efficient technologies in order to reduce carbon emissions. Almost one-fifth of today’s global electricity is used for lighting, which accounts for 1.9 billion tons, or roughly 6% of carbon dioxide emission.

Given their capacity to achieve substantial emissions cuts and their continual improvement in economics, LEDs are one of the most important technologies for cutting carbon emissions in the early 21st century. The adoption of LED will bring about 40% in energy savings across the whole lighting market, reaching at least 670 million tons of emissions savings every year.

Technology

The illumination/lighting industry has changed greatly in the last decade with the introduction of compact fluorescent lamps (CFLs) as the new energy solution to incandescent bulbs. The appeal of CFLs was energy efficiency and longevity. However, LEDs were always looked at as the logical next step in illumination technology. Due to recent advances in LED illumination technology it has now become feasible to apply this technology in residential, commercial, institutional, and industrial buildings, and facilities. Until recently LEDs were unable to produce sufficient lumens to replace traditional lighting products, but today LED technology has grown by leaps and bounds, and is expected to eventually replace all current forms of lighting products.

Market Segmentation

As a distributor of LED products, our company aims to establish a customer base consisting of a range of purchasers, including end users, wholesalers, construction and design contractors, and retailers. To date, we have solicited purchasers for our products both directly, through the sales efforts of our management, and indirectly, through two independent agents, ECCOS Lifestyle Ltd. and PSL Enterprises Ltd., both of Calgary, Alberta. In each case, we consult with purchasers, ascertain their product requirements, and consult with manufacturers to identify and supply suitable products. Due to LED being a new lighting product and the high initial cost to the client there is a great deal of customer relationship management required in order to assure the client that they are making the right decision.

We have identified several potential barriers in place when approaching new customers. Prospective customers may be in long term contracts with either a wholesaler or distributor for alternative lighting products, or have in place a maintenance firm that replaces light fixtures with alternative products. Another potential barrier to the market is product cost. The initial cost of LED products is higher than traditional illumination solutions. However, the installation, operations, and maintenance costs are significantly lower, resulting in an overall savings to the customer. In order to effectively penetrate the illumination industry, these barriers must be appropriately addressed.

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To date our sales have been made primarily to end users and wholesalers. The following is a description of our customer base.

End Users

End users consist of customers with high usage rates, and include: municipalities, airports, railway lines, hospitals, post-secondary institutions, and large property owners. These potential clients are either looking to replace current illumination systems or to install light fixtures in a current construction project. End users can potentially deal directly with a product distributor or with a middle man such as an electrical wholesaler.

Wholesalers

Electrical wholesalers supply electrical contractors with the required materials for construction or renovation projects. Wholesalers act as a middleman in the distribution chain, and decide which products to hold in stock depending on client demand and the company’s relationships with manufacturers. Wholesalers make purchases in large quantities and carry stock of frequently sold items. These companies will fill a customer’s order by either taking out stock on hand or, by placing an order with a distributor for the size of the customer’s order.

Contractors

Contractors are contracted by end users to draw up blue prints for new projects and specify what type of lighting is to be installed. With regards to the distribution chain, contractors usually do not directly purchase any electrical or illumination products, but instead purchase through wholesalers.

Retailers

Retailers vary in size from single location lighting stores to nationwide home building supply stores. These companies’ clients are individual home owners who may require lighting for a new home or renovation, or simply to replace a worn out lighting product. The quantity of stock held by a retail store varies by company; smaller retailer stores purchase stock on an ad hoc basis; whereas large retailers may have annually contracts with minimum purchase quantities.

Inventory

We do not currently maintain an inventory of products and do not anticipate doing so in the future. Instead, we employ just-in-time (JIT) inventory management, essentially eliminating any need for a warehouse. Each transaction will be negotiated according to the requests and specifications of individual client. Samples of all of our company’s products will be on hand to provide to the agents and the clients as required. In the long run, our company will establish a good relationship with a reputable logistics company in hopes of reducing cost and achieving seamless and reliable delivery of products to the local market.

Employees

Currently we do not have any employees. Our president, chief executive officer and director, Chris Tong Tang, provides his services as a consultant to our company on a part-time basis for approximately 20 hours per week. Our secretary, treasurer, and director, Allan Y.L. Fung provides his services as a consultant to our company on a part-time basis for approximately 10 hours per week. Our officers and directors provide services to our business on a consulting basis in order to eliminate overhead costs that we would be required to incur upon the engagement of employees, including employment insurance and workers compensation premiums. We also currently engage one contractor, Mr. Alan Chan, a shareholder and consultant of our company, to provide administrative support services on a part-time basis for approximately 5 hours per week. We do not expect any material changes in the number of employees over the next 12 month period and will continue to outsource contract employment as needed.

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Competitive Business Conditions

Competition in the newly emerging LED illumination industry is quite strong and there are numerous competitors offering both LED illumination products as well as alternative illumination products such as CFLs. There are a number of companies already active in the sale and distribution of LED illumination products that are substantially larger and better funded than we are and that have significantly longer histories in the respective marketplace. Our principal competitors all have greater financial, technical, managerial, and marketing resources than we have.

Companies providing the same product or alternative products are not the only competitive factor in the emerging LED illumination industry. LED illumination technology can be described as a destructive industry. Due to the exceptionally long life span of LED products, there will be a major reduction in maintenance cost for commercial buildings and transportation services. As a result LED distributors may experience market resistance from outside pressures, such as labour unions who may feel their jobs are being threatened.

Currently, there are a number of companies establishing LED illumination products manufacturing facilities in China. This is mainly due to the relatively cheap labour force and a well-established supply chain system within the country. Mexico is currently a strong exporter to the North American lighting industry but is gradually losing market share to China. As well, many production facilities in Europe and the United States have already shut down. Philips, OSRAM, and General Electric are currently closing down plants, and will potentially cease operations entirely within the United States.

Key Competitors

The LED illumination industry is comprised of many players. However, there are four dominant multinational players who maintain well established brands, distribution networks, and client relationships.

• Philips Lumileds: One of the leading manufacturers of high-power LEDs, Philips has many advanced LED manufacturing and operations facilities which stretch across the globe and is dedicated to increasing the adoption of solid-state illumination solutions. Over the last few years, Philips Lumileds has introduced numerous LED products. The company also supplies core LED material, such as chips and WAFER technology as well as LED packaging, and manufactures billions of LEDs annually.

• OSRAM Sylvania: One of the largest manufacturers of lighting products in the world, selling products in more than 150 countries. OSRAM makes Sylvania and OSRAM branded lighting products, including LEDs, for residential and commercial applications. OSRAM’s Opto-Semiconductors division creates high performance LEDs, and is involved in lighting research, product designs, and builds electronic control systems used to make lighting products.

• General Electric (GE): A mega-corporation that includes technology, media, and financial services operations. GE is a leader in innovation; the company’s products have dominated the North American market for decades. However, they appear to be taking a secondary role in energy efficient lighting technology. This lag may be due to the company’s short-lived venture into high efficient incandescent light.

• CREE: Originally an exclusively WAFER manufacturer, now has a LED lighting division which has provided Cree with key retrofit technologies that convert existing lighting fixtures to energy-efficient lighting, and thereby accelerate the adoption of LED lighting in the general illumination market.

Although there are some trends towards consolidation, the general lighting fixture market remains largely regionally segregated and fragmented. Local market access in the lighting fixture industry is therefore important. Our company will establish a presence in the Calgary market while at the same time maintaining strategic relationships with manufacturers in China. By conducting our company’s product souring in China, MJP aims to position itself at the forefront of this emerging competitive strategy.

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Subsidiaries

We have two wholly owned subsidiaries, MJP Lighting Solutions Ltd., a British Virgin Islands company, incorporated on October 31, 2012, and MJP Holdings Ltd., an Alberta (Canada) corporation incorporated on July 19, 2010.

Intellectual Property

We assert common law trademark rights in the province of Alberta for the names “MJP”, “MJP International”, and “MJP Lighting Solutions” in the field of lighting. Common law trademark rights are enforceable in provincial courts in Canada, and may be asserted against those who appropriate, dilute or damage the goodwill of our business by using the same or similar trade-names or trademarks. Unlike statutory trademark rights, which are acquired by registration and provide nation-wide protection, common law trademark rights are acquired automatically and provide protection only in the jurisdiction where a business uses a name or logo in commerce. We intend to rely on common law trademark protection until such time as we deem it economical for our business to register our trade-names or trademarks.

We have not registered for the protection of any rights under trademark, patent, or copyright in any jurisdiction.

Amount Spent on Research and Development the Last Two Fiscal Years

We have not spent any money during each of the last two fiscal years on research and development activities.

PART II

Item 5.           Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is currently quoted on the OTC Markets. Our common stock was quoted on the OTC Markets effective March 31, 2014. Our trading symbol is “MJPI”. There has been only one trade of our common shares on June 12, 2014 at $0.05.

OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Market securities transactions are conducted through a telephone and computer network connecting dealers. OTC Market issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

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Our transfer agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY, 11598, telephone: (212) 828-8436, fax: (646) 536-3179.

Holders

As of September 23, 2016, there were 50 registered holders of record of our common stock and, 16,108,500 shares of our common stock were issued and outstanding.

Dividends

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2016 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended June 30, 2016.

Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Purchases of Equity Securities by the Company

We did not purchase any of our shares of common stock or other securities during the fiscal year ended June 30, 2016.

Item 6.           Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.           Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended June 30, 2016 and June 30, 2015 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 11 of this annual report.

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Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2016 and 2015 which are included herein.

Operating Expenses

Our operating expenses for the year ended June 30, 2016 and 2015, and for the period from July 19, 2010 (inception) to June 30, 2016, are outlined in the table below:

								Cumulative
								from July
		Year			Year			19, 2010
		Ended			Ended			(Inception)
		June 30,			June 30,			to June 30,
		2016			2015			2016
Revenues	$	6,118		$	4,435		$	105,402
Cost of Goods Sold	$	(5,110	)	$	(3,755	)	$	(81,745	)
Operating Expenses	$	(39,369	)	$	(48,886	)	$	(302,455	)
Income Tax Expense	$	NIL		$	Nil		$	1,335
Net Loss	$	(38,361	)	$	(48,204	)	$	(280,133	)

Revenues

We earned revenues of $6,118 for the year ended June 30, 2016 compared to $4,435 for the year ended June 30, 2015 for an increase of $1,683 or approximately 37.95% . The increase in sales for the year ended June 30, 2016 is primarily due to stronger marketing effort. Our gross profit for the year ended June 30, 2016 was $1,008 compared to a gross profit of $682 for the year ended June 30, 2015 for an increase of $326 or approximately 47.80% due to higher sales revenue.

Operating Expenses

Our consolidated expenses for the year ended June 30, 2016 and 2015:

								Cumulative
								from July 19,
								2010
		Year Ended			Year Ended			(Inception) to
		June 30, 2016			June 30, 2015			June 30, 2016
General and administrative expenses	$	19,157		$	23,641			134,838
Professional fees	$	20,212		$	22,599			109,402
Salaries and wages	$	nil		$	2,646			58,215
Total Expenses	$	39,369		$	48,886			302,455

Our general and administrative expenses include rent, telephone and internet services, banking changes and miscellaneous office supply costs. Our professional fees include legal and accounting fees. The decrease in expenses for the year ended June 30, 2016 is primarily due cost reduction in general and administration expenses and professional fees.

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Earnings after Taxes

The net loss for the year ended June 30, 2016 was $38,361 compared to a net loss of $48,204 during the year ended June 30, 2015. The decrease in loss for the year ended June 30, 2016 is primarily due to lower operating expenses.

Liquidity and Capital Resources

		At			At
		June 30, 2016			June 30 2015
Current Assets	$	936		$	617
Current Liabilities	$	151,571		$	116,938
Working Capital (Deficit)	$	(150,635	)	$	(116,321	)

As at June 30, 2016, we were obligated to related parties, Chris Tong Tang, our president, chief executive officer and director and a number of shareholders, for $130,482 in funds advanced to us for working capital. The advances are unsecured and no interest rate or payback schedule has been established.

At June 30, 2016, our company had a cash balance and total assets of $936 and $936 compared with cash balance and total assets of $617 and $617 as at June 30, 2015. The increase in cash and total assets were attributed primarily to higher gross profit.

As at June 30, 2016, our company had total liabilities of $151,571 compared with $116,938 as at June 30, 2015. The increase was primarily attributed to losses incurred during the year and lack of injection of new capital.

As at June 30, 2016, our company had a working deficit of $150,635 compared with a working capital deficit of $116,321 as at June 30, 2015.

								Cumulative
								from July 19,
		Year Ended			Year Ended			2010 (Inception)
		June 30, 2016			June 30, 2015			to June 30, 2016
Net Cash Provided by (Used in) Operating Activities	$	429		$	(311	)		(108,950	)
Net Cash Provided by Financing Activities	$	Nil		$	Nil			114,188
Net Cash Provided by (Used In) Investing Activities	$	Nil		$	Nil			Nil
Effect of Exchange Rate Changes on Cash	$	(110	)	$	(39	)		(4,302	)
Net Increase (Decrease) in Cash During the Period	$	319		$	(350	)		936

Cash Flow from Operating Activities

During the year ended June 30, 2016, our company had $429 of cash provided by operating activities compared with $311 used during the year ended June 30, 2015. The decrease in the use of cash for operating activities was primarily due to the decrease in business activities. From our inception on July 19, 2010 through June 30, 2016, we used cash of $108,950 in our operating activities.

Cash Flow from Financing Activities

During the year ended June 30, 2016, our company received no cash from financing activities compared with $Nil received during the year ended June 30, 2015. As at June 30, 2016 we had received $114,188 from financing activities since our inception on July 19, 2010.

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Cash Flow from Investing Activities

We have not engaged in any investing activities since our inception.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the twelve months beginning July 1, 2016.

Personnel Plan

We do not expect any material changes in the number of employees during the twelve months beginning July 1, 2016. We do and will continue to outsource contract employment as needed.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Our principal capital resources have been through the subscription and issuance of common stock, although we have also used stockholder loans and advances from related parties.

Anticipated Cash Requirements

Our expenses for the twelve month period beginning from July 1, 2016 are estimated to be approximately $50,000. With our working capital deficit of $150,635 as at June 30, 2016, we will need to raise additional capital to cover our expenses for this twelve month period beginning from July 1, 2016. We plan to raise additional funding either from new share issuance or from loans from shareholders.

Estimated Expenses For the Twelve Month Period Beginning July 1, 2015
General, Administrative, and Corporate Expenses	$	40,000
Operating Expenses	$	10,000
Total	$	50,000

At present, our cash requirements for the next 12 months (beginning July 1, 2015) outweigh the funds available to maintain or develop our business. Of the $50,000 that we require for the next 12 months, we have $936 in cash as of June 30, 2016 and a working capital deficit of $150,635. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

We have not investigated the availability of commercial loans or other debt financing to supplement or meet our cash requirements. In the uncertain event that any such debt financing alternatives were available to us on acceptable terms, they would increase our liabilities and future cash commitments.

If we are able to raise the required funds to fully implement our business plan, we plan to implement the business actions in the order provided below. If we are not able to raise all required funds, we will prioritize our corporate activities as chronologically as follows:

20

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July 1, 2016 to May 31, 2017:

• Develop plan for marketing.
• Carry out more marketing activities.
• Market our services to our various existing contacts.
• Establish a partnership or strategic relationship with other distribution companies if possible.

Future Financings

We will continue to rely on equity sales of our common shares and funding from directors and shareholders in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Going Concern

We incurred a cumulative net loss of $280,133 during the period from inception, July 19, 2010, to June 30, 2016. We have commenced limited operations, raising substantial doubt about our ability to continue as a going concern. We will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance that we will be successful in accomplishing our objectives.

Our ability to continue as a going concern is dependent on additional sources of capital and the success of our plan. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

Critical Accounting Policies

Basis of Presentation

Our company’s consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the financial activities of our wholly owned subsidiaries, MJP Lighting Solutions Ltd. and MJP Holdings Ltd., and 100% of our assets, liabilities and net income or loss. All inter-company balances and transactions have been eliminated.

Cash

For purposes of the consolidated statement of cash flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at June 30, 2014, all cash amounts deposited in accounts were federally insured.

Inventory

Inventories recorded in the consolidated financial statements are stated at the lower of cost or market, cost being determined on the basis of weighted average. Inventory consists of lighting equipment which are all classified as finished goods.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Comprehensive Loss

Our company adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, our company’s other comprehensive income represents foreign currency translation adjustments.

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

Financial Instruments

Fair Value

The guidance for fair value measurements establishes the authoritative definition of fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Our company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

•	Level 1 – observable inputs such as quoted prices in active markets;
•	Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
•	Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash and cash equivalents are measured using level 1 inputs.

Assets and Liabilities that are measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Our company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The fair value of financial instruments consisting of cash and cash equivalents, trade and other payables and due to related parties were estimated to approximate their carrying values based on the short-term maturity of these instruments.

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Risks

Financial instruments that potentially subject our company to credit risk consist principally of cash and cash equivalents.

Management does not believe our company is exposed to significant credit risk. Management, as well, does not believe our company is exposed to significant interest rate risks during the periods presented in these consolidated financial statements as our company does not hold any interest-bearing financial instruments.

Fair Value Measurements

Our company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. Our company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, our company considers the principal or most advantageous market in which our company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

Our company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. Our company has not elected the fair value option for any eligible financial instruments.

Currency Risks

Our company incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at June 30, 2015, cash and cash equivalents, trade and other payables and due to related parties were all denominated in Canadian dollars.

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the year ended June 30, 2014.

Revenue Recognition

Our company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Income Taxes

Our company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The tax consequences of most events recognized in the current year’s consolidated financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pre-tax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements.

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Because our company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. Our company must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent our company believes that recovery is not likely, our company must establish a valuation allowance.

Our company has adopted FASB guidance on accounting for uncertainty in income taxes which provides a consolidated financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, our company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

Foreign Currency Translation

The functional currency of our company and our subsidiaries is Canadian dollars (“C$”). We maintain our financial statements in United States currency.

(i) Foreign currency transactions

Transactions in foreign currencies are initially recorded by us and our subsidiaries at their respective functional currency rates prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statement of operations.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

(ii) Foreign operations

The assets and liabilities of foreign operations are translated to U.S. dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into U.S. dollars at exchange rates at the dates of the transactions.

Foreign currency differences are recognized in other comprehensive income in the accumulated of other comprehensive income (loss).

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Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The Company has determined that the adaptation of this guidance has no material impact to our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 provides guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013, with early adoption permitted. The Company has determined that the adaptation of this guidance has no material impact to our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-2, “Consolidation (Topic 820): Amendments to the Consolidation Analysis.” ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entitiesare VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for the annual period ending after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

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In August 2014, the FASB issued amended standards No. 2014-15, Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures requirement. The amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation for each annual and interim reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial position.

In July 2015, the FASB issued No. 2015-11, Inventory - Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 is additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on our consolidated financial position, results of operations or cash flows.

Item 7A.        Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8.           Financial Statements and Supplementary Data

The audit report of MNP LL, Chartered Accountants, and our audited financial statements for the year ended June 30, 2016 follow on pages F-1 through F-12.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Stockholders of MJP International Ltd.

We have audited the accompanying consolidated balance sheets of MJP International Ltd. and its subsidiaries (the “Corporation”) as of June 30, 2016 and 2015 and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the years ended June 30, 2016 and 2015 and the period from incorporation (July 19, 2010) to June 30, 2016. MJP International Ltd.’s management is responsible for these 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 an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Corporation 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 of the effectiveness of the Corporation’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 MJP International Ltd. and its subsidiaries as of June 30, 2016 and 2015, and the results of their operations and their cash flows for the years ended June 30, 2016 and 2015, and the period from incorporation (July 19, 2010) to June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Corporation has accumulated losses of $280,133 since its inception. These conditions raise substantial doubt about the Corporation’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Calgary, Alberta
September 16, 2016	Chartered Professional Accountants

F-1

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MJP International Ltd.
CONSOLIDATED BALANCE SHEETS
Stated in US dollars
(A Development Stage Company)
As at

		June 30,			June 30,
		2016			2015
ASSETS
Current
Cash	$	936		$	617
Total Assets	$	936		$	617
LIABILITIES
Current
Trades and other payables	$	21,089		$	21,654
Due to related parties (Note 3)		130,482			95,284
Total Liabilities		151,571			116,938
STOCKHOLDERS' DEFICIENCY
Capital Stock
Authorized                100,000,000 common stock, voting, par value $0.0001 each                90,000,000 preferred stock, non-voting, par value $0.0001 each         Issued                16,108,500 (June 30, 2015 - 16,108,500) common stock (Note 4)		1,611			1,611
Additional paid in capital (Note 4)		112,195			112,195
Deficit accumulated during the development stage		(280,133	)		(241,772	)
Accumulated other comprehensive income		15,692			11,645
Total Stockholders' Deficiency		(150,635	)		(116,321	)
Total Liabilities and Stockholders' Deficiency	$	936		$	617
Going Concern (Note 1)

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

F-2

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MJP International Ltd.
CONSOLIDATED STATEMENT OF OPERATIONS
Stated in US dollars
(A Development Stage Company)
For the years ended June 30, 2016 and 2015; and the period from inception (July 19, 2010) to June 30, 2016

		Year ended			Year ended			Since July 19, 2010
		June 30,			June 30,			to June 30,
		2016			2015			2016
Revenue	$	6,118		$	4,435		$	105,402
Cost of goods sold		(5,110	)		(3,753	)		(81,745	)
Gross profit		1,008			682			23,657
Expenses
General & administration		19,157			23,641			134,838
Professional fees		20,212			22,599			109,402
Wages & salaries		-			2,646			58,215
		(39,369	)		(48,886	)		(302,455	)
Net loss before income tax		(38,361	)		(48,204	)		(278,798	)
Income tax expense		-			-			1,335
Net loss		(38,361	)		(48,204	)		(280,133	)
Other comprehensive income
Foreign currency adjustment		4,047			14,798			15,692
Comprehensive loss	$	(34,314	)	$	(33,406	)	$	(264,441	)
Basic and diluted loss per common stock	$	(0.002	)	$	(0.002	)
Weighted average number of shares outstanding		16,108,500			16,108,500

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

F-3

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MJP International Ltd.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
Stated in US dollars
(A Development Stage Company)

											Accumulated Other
		Common Stock						Additional Paid			Comprehensive
		Shares			Amount			in Capital			Income (Loss)			Deficit			Total
Balance, July 19, 2010		12,000,000		$	1,200		$	(1,096	)	$	-		$	-		$	104
Net loss for the year		-			-			-			-			(17,693	)		(17,693	)
Other comprehensive loss for the year		-			-			-			(684	)		-			(684	)
Balance, June 30, 2011		12,000,000		$	1,200		$	(1,096	)	$	(684	)	$	(17,693	)	$	(18,273	)
Net income for the year		-			-			-			-			2,863			2,863
Other comprehensive income for the year		-			-			-			936			-			936
Balance, June 30, 2012		12,000,000		$	1,200		$	(1,096	)	$	252		$	(14,830	)	$	(14,474	)
Recapitalization		150,000			15			(6,992	)		-			-			(6,977	)
Stock issued for private placement		3,958,500			396			120,283			-			-			120,679
Net loss for the year		-			-			-			-			(87,533	)		(87,533	)
Other comprehensive loss for the year		-			-			-			(3,048	)		-			(3,048	)
Balance, June 30, 2013		16,108,500		$	1,611		$	112,195		$	(2,796	)	$	(102,363	)	$	8,647
Net loss for the year		-			-			-			-			(91,205	)		(91,205	)
Other comprehensive loss for the year		-			-			-			(357	)		-			(357	)
Balance, June 30, 2014		16,108,500		$	1,611		$	112,195		$	(3,153	)	$	(193,568	)	$	(82,915	)
Net loss for the year		-			-			-			-			(48,204	)		(48,204	)
Other comprehensive income for the year		-			-			-			14,798			-			14,798
Balance, June 30, 2015		16,108,500		$	1,611		$	112,195		$	11,645		$	(241,772	)	$	(116,321	)
Net loss for the year		-			-			-			-			(38,361	)		(38,361	)
Other comprehensive income for the year		-			-			-			4,047			-			4,047
Balance, June 30, 2016		16,108,500		$	1,611		$	112,195		$	15,692		$	(280,133	)	$	(150,635	)

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

F-4

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MJP International Ltd.
CONSOLIDATED STATEMENT OF CASH FLOWS
Stated in US dollars
(A Development Stage Company)
For the year ended June 30, 2016 and 2015; and the period from inception (July 19, 2010) to June 30, 2016

								Since July 19,
		Year ended			Year ended			2010 to
		June 30,			June 30,			June 30,
		2016			2015			2016
Operating activities
Net loss for the period	$	(38,361	)	$	(48,204	)	$	(280,133	)
Foreign currency adjustment		(12,526	)		(8,419	)		(20,945	)
Changes in non-cash working capital:
Trade and other payables		425			7,956			26,846
Due to related parties		50,891			48,356			165,282
Net cash provided by (used in) operating activities		429			(311	)		(108,950	)
Financing activities
Cash from acquisition		-			-			382
Common stock issued		-			-			113,806
Net cash provided by financing activities		-			-			114,188
Effect of exchange rate changes on cash		(110	)		(39	)		(4,302	)
Net cash increase (decrease) for period		319			(350	)		936
Cash, beginning of the period		617			967			-
Cash, end of the period	$	936		$	617		$	936

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

F-6

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NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

MJP International Ltd. (“MJP” or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012.

The Company, through its subsidiaries MJP Lighting Solutions Ltd. (“MJP BVI”) and MJP Holding Ltd. (“MJP Alberta”) specializes in the sale and distribution of LED lighting and technology solutions and is focused on the North American market. MJP Alberta has set up agency in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At June 30, 2016, the Corporation had not yet achieved profitable operations and has accumulated losses of $280,133 since its inception. The Corporation expects to incur further losses in the development of its business, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans.

F-7

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Corporation’s consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the financial activities of its wholly owned subsidiaries, MJP Lighting Solutions Ltd. and MJP Holdings Ltd., and 100 percent of its assets, liabilities and net income or loss. All inter-company balances and transactions have been eliminated.

Cash

For purposes of the consolidated statement of cash flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at June 30, 2016, all cash amounts deposited in accounts were federally insured.

Inventory

Inventories recorded in the consolidated financial statements are stated at the lower of cost or market, cost being determined on the basis of weighted average. Inventory consists of lighting equipment which are all classified as finished goods.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Loss

The Corporation adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Corporation’s other comprehensive income represents foreign currency translation adjustments.

Basic and Diluted Loss per Common Stock

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

F-8

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Financial Instruments

Fair Value

The guidance for fair value measurements establishes the authoritative definition of fair value, sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

The Corporation uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

•	Level 1 – observable inputs such as quoted prices in active markets;
•	Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
•	Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash is measured using level 1 inputs.

Assets and Liabilities that are measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Corporation’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The fair value of financial instruments consisting of cash, trade and other payables and due to related parties were estimated to approximate their carrying values based on the short-term maturity of these instruments.

Risks

Financial instruments that potentially subject the Corporation to credit risk consist principally of cash.

Management does not believe the Corporation is exposed to significant credit risk. Management, as well, does not believe the Corporation is exposed to significant interest rate risks during the periods presented in these consolidated financial statements as the Corporation does not hold any interest-bearing financial instruments.

F-9

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Fair Value Measurements

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Corporation has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Currency Risks

The Corporation incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at June 30, 2016, cash, trades and other payables and due to related parties were all denominated in Canadian dollars.

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the year ended June 30, 2016.

Revenue Recognition

The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

F-10

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Income Taxes

The Corporation follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The tax consequences of most events recognized in the current year’s consolidated financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pre-tax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements.

Because the Corporation assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. The Corporation must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent the Corporation believes that recovery is not likely, the Corporation must establish a valuation allowance.

The Corporation has adopted FASB guidance on accounting for uncertainty in income taxes which provides a consolidated financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, the Corporation may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.

Foreign Currency Translation

The functional currency of the Corporation and its subsidiaries is Canadian dollars (“C$”). The Corporation maintains its financial statements in United States currency (“US dollars”).

(i) Foreign currency transactions

Transactions in foreign currencies are initially recorded by the Corporation and its subsidiaries at their respective functional currency rates prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statement of operations.

F-11

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

(ii) Foreign operations

The assets and liabilities of foreign operations are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into US dollars at exchange rates at the dates of the transactions.

Foreign currency adjustment are recognized in other comprehensive income in the accumulated other comprehensive income (loss).

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The Corporation has determined that the adaptation of this guidance has no material impact to its consolidated financial statements.

F-12

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

In February 2015, the FASB issued ASU No. 2015-2, “Consolidation (Topic 820): Amendments to the Consolidation Analysis.” ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entitiesare VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-03, Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for the annual period ending after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued amended standards No. 2014-15, Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures requirement. The amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation for each annual and interim reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position.

F-13

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

In July 2015, the FASB issued No. 2015-11, Inventory - Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 is additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

NOTE 3 – DUE TO RELATED PARTIES

During the year ended June 30, 2016, the Corporation paid wages of $nil (2015 - $2,646) to an officer and shareholder of the Corporation.

As at June 30, 2016, the Corporation was obligated to shareholders for funds advanced to the Corporation for working capital, in the amount of $130,482 (C$169,744) (2015 - $95,284; C$118,322). The advances are unsecured and no interest rate or payback schedule has been established.

NOTE 4 – COMMON STOCK

As at June 30, 2016, there were no warrants or options outstanding (2015 – nil).

NOTE 5 – INCOME TAXES

a)	The significant components of the Corporation’s deferred income tax asset are as follows:

		2016			2015
Non-capital losses	$	54,765		$	41,864
Listing fees		32,847			31,511
Valuation allowance		(87,612	)		(73,375	)
		-			-

b)	The rate reconciliation is as follows:

		2016			2015
Net loss before income tax	$	(37,969	)	$	(48,204	)
Expected recovery at statutory rate 34% (2015 – 34%)		(12,909	)		(16,389	)
Differential between Canadian and US tax rates		(1,328	)		(15,378	)
Change in deferred tax benefits not recognized		14,237			31,767
	$	-		$	-

The Corporation has $116,474 (2015 - $81,688) of loss carry forwards in the United States that begin to expire in 2033. The Corporation has $56,163 (2015 - $56,359) of loss carry forwards in Canada that begin to expire in 2033. No tax benefits have been recognized in these consolidated financial statements as the criteria for recognition has not been met.

F-14

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Item 9.           Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods.

Item 9A.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2016.

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president (our principal executive officer and our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2016 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of June 30, 2016, our company’s internal control over financial reporting was not effective based on present company activity. Our company is in the process of adopting specific internal control mechanisms with our board and officers’ collaboration to ensure effectiveness as we grow. We are presently engaging an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

28

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This annual report does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended June 30, 2015 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.        Other Information

None.

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