10-Q 1 jfil_10q.htm FORM 10-Q jfil_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended August 31, 2015

 

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

 

Commission file number 333-173456

 

Jubilant Flame International, Ltd

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

 2293 Hong Qiao Rd., Shanghai, China 200336

(Address of principal executive offices, including zip code)

 

 + 86 21 64748888

(Registrant's telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

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

 

As of October 2, 2015, there are 8,500,000 shares of common stock outstanding.

 

All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company” and the “Registrant” refer to Jubilant Flame International Ltd unless the context indicates another meaning.

 

 

 

 

JUBILANT FLAME INTERNATIONAL LTD

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

Page

 

 

 

 

 

Item 1.

Financial Statements

 

 

3

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

4

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

8

 

Item 4.

Controls and Procedures

 

 

8

 

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

9

 

Item 1A.

Risk Factors

 

 

9

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

9

 

Item 3.

Defaults Upon Senior Securities

 

 

9

 

Item 4.

Mine Safety Disclosures

 

 

9

 

Item 5.

Other Information

 

 

9

 

Item 6.

Exhibits

 

 

10

 

 

 

 

 

 

 

 

SIGNATURES

 

 

11

 

 

 
2
 

  

PART I – FINANCIAL INFORMATION

 

ITEM1. FINANCIAL STATEMENTS

 

JUBILANT FLAME INTERNATIONAL LTD

(FORMERLY JIU FENG INVESTMENT HONG KONG LTD.)

FOR THE THREE AND SIX MONTH PERIODS ENDED AUGUST 31, 2015 AND 2014

 

Index to Condensed Unaudited Financial Statements

 

Contents

 

Page (s)

 

 

 

 

 

Condensed Balance Sheets at August 31, 2015 (Unaudited) and February 28, 2015 (Audited)

 

F-1

 

Condensed Statements of Operations for the Three and Six Month Periods Ended August 31, 2015 and 2014 (Unaudited)

 

F-2

 

Condensed Statements of Cash Flows for the Six Month Periods Ended August 31, 2015 and 2014 (Unaudited)

 

F-3

 

Notes to the Condensed Financial Statements (Unaudited)

 

F-4 – F-9

 

 

 
3
 

 

JUBILANT FLAME ITERNATIONAL, LTD

(formerly Jiu Feng Investment Hong Kong Ltd)

Condensed Balance Sheets

 

 

 

August 31,

 

 

February 28,

 

 

 

2015

 

 

2015

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 4,998

 

 

$ 4,998

 

Total current assets

 

 

4,998

 

 

 

4,998

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 4,998

 

 

$ 4,998

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accrued officer compensation

 

$ 429,000

 

 

$ 351,000

 

Loan payable - related party

 

 

182,639

 

 

 

153,528

 

Total current liabilties

 

 

611,639

 

 

 

504,528

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

611,639

 

 

 

504,528

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share

 

 

 

 

 

 

 

 

75,000,000 shares authorized;

 

 

 

 

 

 

 

 

8,500,000 shares issued and outstanding

 

 

8,500

 

 

 

8,500

 

Additional paid in capital

 

 

398,486

 

 

 

398,486

 

Retained deficit

 

 

(1,013,627 )

 

 

(906,516 )

Total Stockholders' Deficit

 

 

(606,641 )

 

 

(499,530 )
 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$ 4,998

 

 

$ 4,998

 

 

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

 

 
F-1
 

 

JUBILANT FLAME ITERNATIONAL, LTD

(formerly Jiu Feng Investment Hong Kong Ltd)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months

 

 

Three Months

 

 

Six Months

 

 

Six Months

 

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

 

August 31,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

56,074

 

 

 

59,311

 

 

 

107,111

 

 

 

110,388

 

Total operating expenses

 

 

56,074

 

 

 

59,311

 

 

 

107,111

 

 

 

110,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(56,074 )

 

 

(59,311 )

 

 

(107,111 )

 

 

(110,388 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

Other income (expense) net

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

(56,074 )

 

 

(59,311 )

 

 

(107,111 )

 

 

(110,386 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax:

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$ (56,074 )

 

$ (59,311 )

 

$ (107,111 )

 

$ (110,386 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Basic and fully diluted)

 

$ (0.01 )

 

$ (0.01 )

 

$ (0.01 )

 

$ (0.01 )
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Basic and fully diluted)

 

 

8,500,000

 

 

 

8,500,000

 

 

 

8,500,000

 

 

 

8,500,000

 

 

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

 

 
F-2
 

 

JUBILANT FLAME INTERNATIONAL, LTD

(formerly Jiu Feng Investment Hong Kong Ltd)

Condensed Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

Six Months

 

 

Six Months

 

 

 

Ended

 

 

Ended

 

 

 

August 31,

 

 

August 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net income (loss)

 

$ (107,111 )

 

$ (110,386 )

Adjustments to reconcile net (loss) to net cash (used in) operating activities

 

 

 

 

 

 

 

 

Changes in Current Assets and Liabilities-

 

 

 

 

 

 

 

 

Accounts payable

 

 

-

 

 

 

(1,461 )

Accrued officer's compensation

 

 

78,000

 

 

 

78,000

 

Net cash provided by (used for) operating activities

 

 

(29,111 )

 

 

(33,847 )
 

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

-

 

 

 

-

 

Net cash provided by (used for) investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

Loan payable - related party

 

 

29,111

 

 

 

33,849

 

Net cash provided by (used for) financing activities

 

 

29,111

 

 

 

33,849

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) In Cash

 

 

-

 

 

 

2

 

 

 

 

 

 

 

 

 

 

Cash At The Beginning Of The Period

 

 

4,988

 

 

 

4,986

 

 

 

 

 

 

 

 

 

 

Cash At The End Of The Period

 

$ 4,988

 

 

$ 4,988

 

 

 

 

 

 

 

 

 

 

Schedule of Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

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

 

 
F-3
 

 

JUBILANT FLAME INTERNATIONAL, LTD

(FORMERLY JIU FENG INVESTMENT HONG KONG LTD.)

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2015 AND 2014

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Jubilant Flame International, Ltd. (the “Company”) was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company initially provided web development and marketing services for clients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong Ltd. On July 24, 2013 the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited (“BioMark”) whereby the Company is licensed to sell, market and, or, distribute certain products pertaining to the health care industry; and to conduct research and development of BioMark’s cancer detection scanning technology. On August 18, 2015 the Company changed its name to Jubilant Flame International, Ltd.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”).

 

Interim Financial Information:

 

Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of August 31, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows for the three and six month periods ended August 31, 2015 and 2014, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K.

   

Use of estimates and assumptions

 

The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

 
F-4
 

  

The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to and estimated useful lives of office equipment; and the assumption that the company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

 

Fiscal year end

 

The Company elected February 28 as its fiscal year end date.

 

Foreign currency transactions

 

The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company’s reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.

 

Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

 

All of the Company’s operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

 

 
F-5
 

  

Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-1-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accrued expenses and loan payable- related party approximate their fair values because of the short maturity of these instruments.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at August 31, 2015 or February 28, 2015; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the three and six months ended August 31, 2015, and 2014.

 

Carrying Value, Recoverability and Impairment of Long-Lived Assets

 

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset August not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

 
F-6
 

  

The Company considers the following to be some examples of important indicators that August trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

   

The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss).

 

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Income taxes

 

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three and six months ended August 31, 2015 and 2014.

 

Stock Based Compensation

 

The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. No stock based compensation was issued or outstanding during the three and six months ended August 31, 2015 and 2014.

 

 
F-7
 

  

Comprehensive Income (Loss)

 

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. There were no differences between the Company's comprehensive loss and net loss for the three and six months ended August 31, 2015 and 2014.

 

Net income (loss) per common share

 

Net income (loss) per common share is computed pursuant to section 2660-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive debt or equity instruments issued or outstanding during the three and six month periods ended August 31, 2015 or 2014.

 

NOTE 3 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at August 31, 2015, the Company had current assets, comprising of cash, of $4,998 and current liabilities of $611,639 resulting in a working capital deficit of $606,641. The Company currently has no profitable trading activities and has an accumulated deficit of $1,013,627 as at August 31, 2015. This raises substantial doubt about the Company’s ability to continue as a going concern. 

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it August rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

As at August 31, 2015, the Company had a $182,639 loan outstanding with a shareholder of the Company. The loan is non-interest bearing, due upon demand and unsecured.

 

 
F-8
 

  

NOTE 5 – INCOME TAX

 

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

 

At August 31, 2015, the Company had net operating loss carryforwards of approximately $504,074 which expire in 2034. The deferred tax asset of $171,385 created by the net operating loss has been offset by a 100% valuation allowance. The change in valuation allowance as of the quarter ended August 31, 2015 was approximately $19,065.

 

NOTE 6 – ACCRUED OFFICER COMPENSATION

 

On April 17, 2013, the Company entered into Employment Agreements with its president, Ms. Yan Li and its secretary and treasurer, Mr. Robert Ireland. Ms. Li’s agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2013). Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000 and shall act as the Company’s Chief Executive Officer.

 

Mr. Ireland’s agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement Mr. Ireland shall receive an annual salary of $78,000 and shall act as the Company’s Secretary and Treasurer.

 

As at August 31, 2015, a total of $429,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland.

 

NOTE 7 – COMMON STOCK

 

The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

 

No shares of common stock were issued during the three and six months ended August 31, 2015 and 2014.

 

Total shares outstanding as at August 31, 2015 were 8,500,000.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2015 to the date these financial statements were filed with the Securities and Exchange Commission and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 
F-9
 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

Our Business

 

Jubilant Flame International, Ltd., (the “Company”, “the “Registrant”, “we”, “us” or “our”) was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients. On December 5, 2012, the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong, Inc. On January 27, 2013, the Company announced the change of its ticker symbol from “LBYV” to “JFIL.” On July 24, 2013, the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is licensed to sell, market, and, or, distribute certain products pertaining to the health care industry; and to conduct research and development of BioMark’s cancer detection scanning technology. On May 18, 2015 the Company changed its name to Jubilant Flame International, Ltd.

 

The Company develops and plans to market medical products under license from BioMark. The licensed products include Bone-Induction Artificial Bone (“BIAB”) products and Vacuum Sealing Drainage (“VSD”) products. The Company is also licensed to conduct research and development of BioMark’s cancer detection scanning technology. In the event that the research and development of BioMark’s cancer detection scanning technology provides marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology.

 

Results of Operations

 

For the three months ended August 31, 2015 compared to the three months ended August 31, 2014

 

Revenue

 

We recognized no revenue in the three months ended August 31, 2015 and 2014 as we have not commenced operations as yet.

 

Operating Expenses

 

The major components of our operating expenses for the three months ended August 31, 2015 and 2014 are outlined in the table below:

 

 

 

Three Months Ended August 31,

2015

 

 

Three Months Ended August 31,

2014

 

 

Increase

(Decrease)

%

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$ 17,074

 

 

$ 20,311

 

 

(16.0)

%

Officer compensation

 

 

39,000

 

 

 

39,000

 

 

0

%
 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$ 56,074

 

 

$ 59,311

 

 

(5.5)

 

 
4
 

  

Our operating expenses incurred in the three months ended August 31, 2015 were broadly similar to our operating expenses for the three months ended August 31, 2014, reflecting a decrease of just $3,237 or 5.5%. Officer compensation expense was identical at $39,000 for both periods while our professional fees incurred in the three months ended August 31, 2015 were $3,237 less than incurred in the comparable period in the prior year.

 

Net Loss

 

For the three months ended August 31, 2015, we recognized a net loss of $56,074 representing a 5.5% decrease from the net loss of $59,311 for the corresponding period in 2014 due to the factors discussed above.

 

For the six months ended August 31, 2015 compared to the six months ended August 31, 2014

 

Revenue

 

We recognized no revenue in the six months ended August 31, 2015 and 2014 as we have not commenced operations as yet.

 

Operating Expenses

 

The major components of our operating expenses for the six months ended August 31, 2015 and 2014 are outlined in the table below:

 

 

 

Six Months Ended August 31,

2015

 

 

Six Months Ended August 31,

2014

 

 

Increase

(Decrease)

%

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

$ 29,111

 

 

$ 32,388

 

 

(10.1)

Officer compensation

 

 

78,000

 

 

 

78,000

 

 

0.0

%
 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$ 107,111

 

 

$ 110,388

 

 

(3.0)

%

 

Our operating expenses incurred in the six months ended August 31, 2015 were broadly similar to our operating expenses for the three months ended August 31, 2014, reflecting a decrease of just $3,277 or 3.0%. Officer compensation expense was identical at $78,000 for both periods while our professional fees incurred in the six months ended August 31, 2015 were $3,277 less than incurred in the comparable period in the prior year.

 

Net Loss

 

For the six months ended August 31, 2015, we recognized a net loss of $107,111 representing a 3.0% decrease from the net loss of $110,386 for the corresponding period in 2014 due to the factors discussed above.

 

 
5
 

  

Liquidity and Capital Resources

 

Working Capital

 

 

 

August 31,

2015

 

 

February 28,

2015

 

 

 

 

 

 

 

 

Current Assets

 

$ 4,998

 

 

$ 4,998

 

Current Liabilities

 

$ 611,639

 

 

$ 504,528

 

Working Capital Deficit

 

$ (606,641 )

 

$ (499,530 )

 

As at August 31, 2015, the Company had current assets, comprising of cash, of $4,998 and current liabilities of $611,639, comprising accrued officer compensation of $429,000 and loan payable related party of $182,639, resulting in a working capital deficit of $606,641. The Company currently has no profitable trading activities and has an accumulated deficit of $1,013,627 as at August 31, 2015. This raises substantial doubt about the Company’s ability to continue as a going concern.

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

 

Cash Flow for the six months ended August 31, 2015 compared to the six months ended August 31, 2014

 

The table below, for the periods indicated, provides selected cash flow information:

 

 

 

Six months Ended

August 31, 2015

 

 

Six Months Ended

August 31, 2014

 

 

 

 

 

 

 

 

Cash provided by (used in) operating activities

 

$ (29,111 )

 

$ (33,847 )

Cash used in investing activities

 

 

0

 

 

 

0

 

Cash provided by financing activities  

 

29,111

 

 

 

33,849

 

Net increase (decrease) in cash

 

$ 0

 

 

$ 2

 

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

 

 
6
 

  

Cash Flows from Operating Activities

 

Our net cash used in operating activities decreased by $4,736 in the six months ended August 31, 2015 compared to that in the six months ended August 31, 2014, representing a decrease of 14.0%. The decrease in net cash used in operating activities was primarily the result of $3,275 decrease in net loss incurred during the six month ended August 31, 2015 as compared to the six months ended August 31, 2014 and a $1,461 decrease in accounts payable during the six months ended August 31, 2014.

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the six months ended August 31, 2015 or 2014.

 

Cash Flows from Financing Activities

 

Our cash provided by financing activities decreased from $33,849 for the six months ended August 31, 2014 to $29,111 for the six months ended August 31, 2015 reflecting the reduced level of funding required for operating activities between the two periods. In both periods, cash was provided by way of loan from related party.

 

Future Financings

 

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock, through an offering of debt securities, or through borrowings from financial institutions or related parties. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.

 

Effective June 18, 2015, Jubilant Flame International, LTD (the “Company”) entered into an Equity Purchase Agreement, and a Registration Rights Agreement (collectively the “Agreements”) with Premier Venture Partners, LLC, a California limited liability company (the “Investor”).

 

Pursuant to the terms of the Agreements, the Investor shall invest up to Five Million U.S. Dollars ($5,000,000) to purchase the Company’s common stock in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the sales of shares of the Common Stock made pursuant to the Agreements. The Company has further agreed to register the shares of common stock sold to the Investor pursuant to the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

 

Recent Accounting Pronouncements

 

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

 

 
7
 

  

Off Balance Sheet Arrangements

 

As of August 31, 2015, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. 

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

 

 
8
 

  

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three and six months ended August 31, 2015 or 2014, respectively, and currently we are not involved in any pending litigation or legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

 No unregistered sales of equity were completed in the three months ended August 31, 2015 or 2014, respectively.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

No senior securities were issued and outstanding during the three months ended August 31, 2015 or 2014, respectively.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
9
 

  

ITEM 6. EXHIBITS  

 

The following documents are filed as a part of this report:

 

EXHIBIT NUMBER

 

DESCRIPTION

 

 

 

31.1

 

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **

 

XBRL Instance Document

101.SCH **

 

XBRL Taxonomy Extension Schema Document

101.CAL **

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

 

XBRL Taxonomy Extension Presentation Linkbase Document

___________ 

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

 

 
10
 

 

SIGNATURES

 

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

 

 

JUBILANT FLAME INTERNATIONAL LTD

 

       

Date: October 2, 2015

By: /s/ Yan Li

 

 

 

Yan Li

 

 

 

President and Director

 

 

 

11