10-Q

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 November 30, 2016

o 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 o

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 o

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 o NO x

As of January 6, 2017, there are 16,507,931 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

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		6
Item 4.	Controls and Procedures		6
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		7
Item 1A.	Risk Factors		7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 3.	Defaults Upon Senior Securities		7
Item 4.	Mine Safety Disclosures		7
Item 5.	Other Information		7
Item 6.	Exhibits		8
SIGNATURES			9

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JUBILANT FLAME INTERNATIONAL LTD

FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 30, 2016 AND 2015

Index to Unaudited Financial Statements

Contents	Page
Balance Sheets at November 30, 2016 and February 29, 2016 (Unaudited)		F-2
Statements of Operations for the Three and Nine Month Periods Ended November 30, 2016 and 2015 (Unaudited)		F-3
Statements of Changes in Stockholders’ Deficit for the Nine Months Ended November 30, 2016 (Unaudited)		F-4
Statements of Cash Flows for the Nine Month Periods Ended November 30, 2016 and 2015 (Unaudited)		F-5
Notes to the Financial Statements (Unaudited)		F-6

F-1

JUBILANT FLAME INTERNATIONAL, LTD

Balance Sheets

(Unaudited)

	November 30,			February 29,
	2016			2016
ASSETS
Current assets
Cash	$	9,167		$	4,998
Prepaid expenses		10,000			5,625
Total current assets		19,167			10,623
Other assets
Security deposit		2,000			2,000
Website net of $11,111 and $4,861 of amortization, respectively		13,889			20,139
Total other assets		15,889			22,139
Total Assets	$	35,056		$	32,762
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	-		$	9,494
Accrued officer compensation		669,000			518,250
Loan payable - related parties		274,410			224,473
Total current liabilities		943,410			752,217
Convertible note net of debt discount of $7,303 and 53,685,		3,897			6,315
Derivative liability		12,999			83,049
Total Liabilities		960,306			841,581
Stockholders' Deficit
Common stock, $0.001 par value per share 75,000,000 shares authorized; 15,904,757 and 8,678,571 shares issued and outstanding respectively		15,905			8,679
Additional paid in capital		1,395,866			922,949
Accumulated deficit		(2,337,021	)		(1,740,447	)
Total Stockholders' Deficit		(925,249	)		(808,819	)
Total Liabilities and Stockholders' Deficit	$	35,056		$	32,762

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

F-2

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Operations

(Unaudited)

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	November 30,			November 30,			November 30,			November 30,
	2016			2015			2016			2015
Operating Expenses:
General and administrative		181,705			75,104			553,599			182,214
Total operating expenses		181,705			75,104			553,599			182,214
Loss from operations		(181,705	)		(75,104	)		(553,599	)		(182,214	)
Other income (expense):
Derivatives interest expense		-			-			-			-
Change in derivative liability		(21,827	)		-			3,407			-
Debt discount amortization expense		(8,223	)		-			(46,382	)		-
Other income (expense) net		(30,050	)		-			(42,975	)		-
Loss from continuing operations before provision for income taxes		(211,755	)		(75,104	)		(596,574	)		(182,214	)
Provision for income tax:		-			-			-			-
Net Loss	$	(211,755	)	$	(75,104	)	$	(596,574	)	$	(182,214	)
Net loss per share
(Basic and fully diluted)	$	(0.02	)	$	(0.01	)	$	(0.06	)	$	(0.02	)
Weighted average number of common shares outstanding		13,125,872			8,558,655			10,345,963			8,558,655

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

F-3

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Changes in Stockholders' Deficit

(Unaudited)

	Common Stock				Additional paid in		Accumulated			Total Stockholders’
	Shares		Amount		capital		deficit			Deficit
Balances at February 29, 2016		8,678,571	$	8,679	$	922,949	$	(1,740,447	)	$	(808,819	)
Issued stock associated with convertible note conversion		3,476,186		3,476		45,324					48,800
Derivative liability reduction associate with note conversion						66,643					66,643
Shares issued for stock compensation		250,000		250		315,450					315,700
Shares issued to settle loan and accrued liability		3,500,000		3,500		45,500					49,000
Net loss for the period								(596,574	)		(596,574	)
Balances at November 30, 2016		15,904,757	$	15,905	$	1,395,866	$	(2,337,021	)	$	(925,249	)

 The accompanying notes are an integral part of these financial statements

F-4

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows

(Unaudited)

	Nine Months			Nine Months
	Ended			Ended
	November 30, 2016			November 30, 2015
Cash flows from operating activities
Net loss	$	(596,574	)	$	(182,214	)
Adjustments to reconcile net loss to net cash used in operating activities
Website amortization		6,249			-
Debt discount amortization		46,382			-
Change in derivative liability		(3,407	)		-
Issued stock compensation		315,700			-
Changes in Current Assets and Liabilities Prepaid expense		(4,375	)		-
Accounts payable and accrued liabilities		(9,494	)		3,672
Accrued officer's compensation		150,750			117,000
Net cash used in operating activities		(94,768	)		(61,542	)
Cash flows from financing activities
Net proceeds from related party loans		98,937			61,542
Net cash provided by financing activities		98,937			61,542
Net Increase (Decrease) In Cash		4,169			-
Cash at beginning of period		4,998			4,988
Cash at end of period	$	9,167		$	4,988
Schedule of Non-Cash Investing and Financing Activities
Common stock issued pursuant to Equity Purchase agreement	$	-		$	419,642
Convertible note reduction associated with note conversion	$	48,800		$	-
Derivative reduction associate with note conversion	$	66,643		$	-
Issued stock to settle related party loan	$	49,000		$	-
Supplemental Disclosure
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

F-5

JUBILANT FLAME INTERNATIONAL, LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2016

(UNAUDITED)

NOTE 1 – ORGANIZATION AND OPERATIONS

Jubilant Flame International, Ltd. (the “Company”), was formed on September 29, 2009 under the name Liberty Vision, Inc. On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD (“Rubyfield”), a company organized under the laws of Hong Kong, whereby the Company is Rubyfield’s exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company’s president, Ms. Yan Li, is also president of, and exercises control over Rubyfield.

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 November 30, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the sixmonth periods ended November 30, 2016 and 2015, 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 reporting 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.

The Company’s significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments 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.

F-6

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

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 November 30, 2016 the Company had current assets of $19,167, and current liabilities total $943,410 resulting in a working capital deficit of $924,243. The Company currently has no profitable trading activities and has an accumulated deficit of $2,337,021 as at November 30, 2016. 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 and cosmetics 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 – CONVERTIBLE DEBT

On December 9, 2015, the Company issued convertible promissory notes totaling $60,000. At the time of issuance, the notes were evaluated and were determined to contain embedded conversion options that must be bifurcated and reported at fair value with original issue discounts. As a result, a derivative discount on convertible promissory notes was recorded, which net of discount amortization for the nine months ended November 30, 2016 amounted to $3,897.

From March 1, 2016 to November 30, 2016, the debt holder converteda total of $48,800 of note principle to 3,476,186 common stock shares based on the convertible note agreement. The following is a summary of the Company’s conversion:

Date	Principle Converted		Shares issued		Conversion Price
30-Jun-16	$	15,000		113,636	$	0.132
12-Jul-16	$	15,000		357,142	$	0.042
15-Aug-16	$	5,700		452,380	$	0.0126
24-Aug-16	$	3,100		469,696	$	0.0066
7-Sep-16	$	2,400		500,000	$	0.0048
20-Sep-16	$	2,400		500,000	$	0.0048
22-Sep-16	$	2,600		541,666	$	0.0048
28-Sep-16	$	2,600		541,666	$	0.0048

F-7

The following is the summary of outstanding convertible note balances

Description	30-Nov-2016			29-Feb-2016
One convertible promissory note in the amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices equal to 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares.	$	60,000		$	60,000
Less: debt discount		(58,026	)		(58,026	)
Less: conversions		(48,800	)		-
Add: amortization of debt discount		50,723			4,341
Balance of convertible debt, net		3,897			6,315
Less: current portion		-			-
Long-term convertible debt, net	$	3,897		$	6,315

Debt Discount

During the nine months November 30, 2016 and the year ended February 29, 2016, the Company recorded debt discounts totaling $7,303 and $53,685, respectively.

The debt discount recorded pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts and debt issue cost.

The Company amortized $11,833 and $4,341 during the nine months ended November 30, 2016 and the year ended February 29, 2016, respectively, to amortization of debt discount expense and relieved $38,890 during the nine months ended November 30, 2016 due to conversions.

	As of			As of
	30-Nov-16			29-Feb-16
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(11,833	)		(4,341	)
Elimination of debt discount due to conversion		(38,890	)
Debt discount - net	$	7,303		$	53,685

F-8

Derivative Liabilities

The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value.

The following schedule shows the change in fair value of the derivative liabilities during the nine months ended November 30, 2016 and February 29, 2016 respectively:

Derivative liabilities - February 29, 2016	$	83,049
Add fair value at the commitment date for convertible notes issued during the nine months		-
Fair value reduction for derivatives due to note conversion		(66,643	)
Fair value mark to market adjustment for derivatives		(3,407	)
Derivative liabilities - November 30, 2016		12,999
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	12,999

Derivative liabilities - February 28, 2015	$	-
Add fair value at the commitment date for convertible notes issued during year end February 29, 2016		100,969
Fair value mark to market adjustment for derivatives		(17,920	)
Derivative liabilities - February 29, 2016		83,049
Less: current portion		-
Long-term derivative liabilities February 29, 2016	$	83,049

The Company can record the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. During the nine months ended November 30, 2016, the Company recorded change in derivatives liability of $3,407 and reduction of derivatives liability of $66,643 due to conversion.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the six month:

	Commitments	Re-measurement
Assumption	Date	Date
Expected dividends:	0%	0%
Expected volatility:	45%	79.40%~167.1%
Expected term (years):	3%	2.02~2.52
Risk free interest rate:	1.22%	0.58%~1.11%

 

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it must 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.

On October 27, 2016, the company issued 3,000,000 shares to its CEO at $0.014 per share to settle $42,000 of related party advances. At the same date, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 related party advance.As at November 30, 2016, the Company had a $273,571 loan outstanding with the CEO and $840 with the treasurer. This compares with the outstanding balance of $216,473 for the CEO and $8,000 for the treasurer at February 29, 2016. The loansare non-interest bearing, due upon demand and unsecured.

F-9

NOTE 6 – ACCRUED OFFICER COMPENSATIONAND STOCK COMPENSATION

On December 15, 2015, the Company entered into employment agreements with its president, Ms. Yan Li, and its secretary and treasurer, Mr. Robert Ireland. Ms. Yan's agreement is retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Ms. Yan shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the company CEO. Mr. Ireland's agreement is retroactively effective as of December 4, 2015 for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the Company's secretary and treasurer. The Company valued these shares of stock compensation at $2.10 per share based on the quoted market price of shares of common stock on the effective date of the agreement.

On October 27, 2016, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 of related party advances.

On October 27, 2016, the company issued 50,000 shares to its interim CFO at $0.014 per share for his services.

As of November 30, 2016, a total of $669,000 had been accrued as salary compensation payable to the two officers compared to $518,250 at February 29, 2016.

For the nine months ended November 30, 2016, a total of $315,700 stock compensation had been recorded compared to $0 for the same period in the prior year to the two officers.

NOTE 7 – STOCKHOLDERS EQUITY

Forthe quarter ended November 30, 2016, convertible debt of $48,800 was converted into 3,476,186 shares of common stock as provided for in the convertible note agreement. Associated with the note conversion, derivatives liability wasreduced by $66,643 by November 30, 2016.

For the quarter ended November 30, 2016, a total of $250,000 Shares were issued to three officer as stock compensation. Total value of $315,700 has been recorded for the stock compensation.

During the quarter ended November 30, 2016, a total 3,500,000 shares were issued to two officers at a cost of $0.014 per share for a total equity issuance of $49,000 to settle advance from related party.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to January 6, 2017, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except the following:

On December 15, 2016, a holder of the company’s convertible debt elected to convert a portion of that debt into 603,174 shares of the company’s common stock.

F-10

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 providesmarketable 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 

Revenue

We recognized no revenue in the three andnine months ended November30, 2016 and 2015 as we have not commenced operations as yet. 

Operating Expenses

For the three months ended November 30, 2016 compared to the three months ended November 30, 2015

The major components of our operating expenses for the three months ended November 30, 2016 and 2015 are outlined in the table below: 

	Three Months Ended		Three Months Ended
	Nov 30,		Nov 30,
	2016		2015
Officer compensation	$	155,950	$	39,000
Professional fee	$	13,800	$	26,574
Rent	$	6,000	$	-
Office expense	$	1,059	$	2,030
Web Amortization expense	$	2,083	$	-
OTC Filing fees	$	2,813	$	7,500
Total operating expenses	$	181,705	$	75,104

3

The $106,601 increase in our operating costs for the three months ended November 30, 2016 compared to three months ended November 30, 2015, was mainly due to the $116,950 increase in officers’ compensation, $6,000 increase in rent expense and offset by $12,774 decrease in professional fees.

For the nine months ended November 30, 2016 compared to the nine months ended November 30, 2015

The major components of our operating expenses for thenine months ended November 30, 2016 and 2015 are outlined in the table below: 

	Nine Months Ended		Nine Months Ended
	Nov 30,		Nov 30,
	2016		2015
Officer compensation	$	467,040	$	117,000
Transfer agent	$	6,142	$	5,938
Edgar filing fees	$	5,097	$	3,380
Internet expense	$	-	$	370
OTC Filing fees	$	5,625	$	7,500
Rent	$	18,000	$	-
Office expense	$	2,280	$	2,997
Web Amortization expense	$	6,250	$	-
Legal fees	$	3,281	$	34,354
Accounting fees	$	27,384	$	10,675
Investor Marketing expense	$	12,500	$	-
Total operating expenses	$	553,599	$	182,214

The $371,385 increase in our operating costs for the nine months ended November 30, 2016 compared to nine months ended November 30, 2015, was mainly due to the $350,040 increase in officers’ compensation and $18,000 increase in rent expense.

Other Expenses

Other expenses increased to $30,050 for the three months ended November 30, 2016, from $0 for the three months ended November 30, 2015.Other expenses consisted primarily of $21,827 change in derivatives liability and 8,223 debt discount amortization expense.

Other expenses increased to $42,975 for the nine months ended November 30, 2016, from $0 for the nine months ended November 30, 2015. Other expenses consisted primarily of $46,382 debt discount amortization expense and offset by $3,407 of change in derivatives liability.

The debt discount amortization and interest expense increase is due to a convertible promissory note issued on December 9, 2015.

 

4

Net Loss 

For the three months ended November 30, 2016, we recognized a net loss of $211,755 compared to the net loss of $75,104 for the corresponding period in 2015. 

For the nine months ended November 30, 2016, we recognized a net loss of $596,574 compared to the net loss of $182,214 for the corresponding period in 2015. 

Liquidity and Capital Resources

Working Capital 

	November 30, 2016			February 29, 2016
Current Assets	$	19,167		$	10,623
Current Liabilities	$	943,410		$	752,217
Working Capital Deficit	$	(924,243	)	$	(741,594	)

As of November 30, 2016, the Company had current assets, comprising of cash of $9,167 and prepaid expenses of $10,000, and current liabilities of $943,410 resulting in a working capital deficit of $924,243. The Company currently has no profitable trading activities and has an accumulated deficit of $2,337,021 as at November 30, 2016. 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 nine months ended November 30, 2016 compared to thenine months ended November 30, 2015

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

	Nine months Ended November 30, 2016			Nine Months Ended November 30, 2015
Cash provided by (used in) operating activities	$	(94,768	)	$	(61,542	)
Cash used in investing activities		0			0
Cash provided by financing activities		98,937			61,542
Net increase (decrease) in cash	$	(4,169	)	$	0

Cash Flows from Operating Activities

Our net cash used in operating activities decreased by $33,226 in the nine months ended November 30, 2016 compared to that in the nine months ended November 30, 2015, representing a decrease of 53.9%. The increase in net cash used in operating activities was primarily the result of new rent expense of $18,000 and investor marketing expense of 12,500 during thenine months ended November 30, 2016 as compared to $0of such expense during the nine months ended November 30, 2015. 

Cash Flows from Investing Activities

We did not generate or use any cash from investing activities during the nine months ended November 30, 2016 or 2015. 

 

5

Cash Flows from Financing Activities

Our cash provided by financing activities increased from $61,542 for the nine months ended November 30, 2015 to $98,937 for the nine months ended September 30, 2016. In both periods, cash was provided by way of loans from related parties.

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

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to 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. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted ASU No.2015-03 regarding the presentation of debt issuance cost since the year end of February 29, 2016.

The Company may pay debt issue costs and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are treated as debt discount and are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Off Balance Sheet Arrangements 

As of November 30, 2016, 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 not effective. We are presently examining changes to our procedures and policies to ensure a more timing reporting.

6

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We were not subject to any legal proceedings during the three months ended November 30, 2016 or 2015, 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 nine months ended November 30, 2016 or 2015, respectively. On July 28, 2015, in consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture Partners, LLC, we issued 178,571 shares of our common stock to Premier Venture.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

No senior securities were issued and outstanding during the nine months ended November 30, 2016 or 2015, respectively.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable to our Company.

ITEM 5. OTHER INFORMATION.

Not applicable to our Company

 

7

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
01.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.

8

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: January 6, 2017	By:	/s/ Yan Li
		Yan Li
		President and Director

9

EX-31.1

  EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Li Yan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ending November 30, 2016, of Jubilant Flame International Ltd.‘the registrant’
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have.

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 6, 2017	By:	/s/ Li Yan
		Li Yan Chief Executive Officer

 

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Robert Ireland, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ending November 30, 2016, of Jubilant Flame International Ltd.‘the registrant’
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have.

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 6, 2017	By:	/s/ Robert Ireland
		Robert Ireland Secretary/Treasure

EX-32.1

  EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jubilant Flame International Ltd. (the “Company”) on Form 10-Q for the period ended November 30, 2016 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Li Yan, Chief Executive Officer ofthe Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of theSarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the
	Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects,the financial condition and result of operations of the Company.

Date: January 6, 2017	By:	/s/ Li Yan
		Li Yan
		Chief Executive Officer

EX-32.2

  EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jubilant Flame International Ltd. (the “Company”) on Form 10-Q for the period ended November 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Ireland, Secretary/Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: January 6, 2017	By:	/s/ Robert Ireland
		Robert Ireland
		Secretary/Treasurer

XML

Document and Entity Information - shares	9 Months Ended
	Nov. 30, 2016	Jan. 06, 2017
Document And Entity Information
Entity Registrant Name	JUBILANT FLAME INTERNATIONAL, LTD.
Entity Central Index Key	0001517389
Document Type	10-Q
Document Period End Date	Nov. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,507,931
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

Balance Sheets - USD ($)	Nov. 30, 2016	Feb. 29, 2016
Current assets
Cash	$ 9,167	$ 4,998
Prepaid expenses	10,000	5,625
Total current assets	19,167	10,623
Other assets
Security deposit	2,000	2,000
Website net of $11,111 and $4,861 of amortization, respectively	13,889	20,139
Total other assets	15,889	22,139
Total Assets	35,056	32,762
Current liabilities
Accounts payable and accrued liabilities		9,494
Accrued officer compensation	669,000	518,250
Loan payable - related parties	274,410	224,473
Total current liabilities	943,410	752,217
Convertible note net of debt discount of $7,303 and 53,685,	3,897	6,315
Derivative liability	12,999	83,049
Total Liabilities	960,306	841,581
Stockholders' Deficit:
Common stock, $0.001 par value per share 75,000,000 shares authorized; 15,904,757 and 8,678,571 shares issued and outstanding respectively	15,905	8,679
Additional paid in capital	1,395,866	922,949
Accumulated deficit	(2,337,021)	(1,740,447)
Total Stockholders' Deficit	(925,249)	(808,819)
Total Liabilities and Stockholders' Deficit	$ 35,056	$ 32,762

XML

Balance Sheets (Parenthetical) - USD ($)	Nov. 30, 2016	Feb. 29, 2016
Balance Sheets Parenthetical
Net of amortization	$ 11,111	$ 4,861
Debt discount	$ 7,303	$ 53,685
Stockholders' Deficit:
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	15,904,757	8,678,571
Common stock, shares outstanding	15,904,757	8,678,571

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Nov. 30, 2016	Nov. 30, 2015
Operating Expenses:
General and administrative	$ 181,705	$ 75,104	$ 553,599	$ 182,214
Total operating expenses	181,705	75,104	553,599	182,214
Loss from operations	(181,705)	(75,104)	(553,599)	(182,214)
Other income (expense):
Derivatives interest expense
Change in derivatives liability	(21,827)		3,407
Debt discount amortization expense	(8,223)		(46,382)
Other income (expense) net	(30,050)		(42,975)
Loss from continuing operations before provision for income taxes	(211,755)	(75,104)	(596,574)	(182,214)
Provision for income tax:
Net loss	$ (211,755)	$ (75,104)	$ (596,574)	$ (182,214)
Net loss per share
(Basic and fully diluted)	$ (0.02)	$ (0.01)	$ (0.06)	$ (0.01)
Weighted average number of common shares outstanding	13,125,872	8,558,655	10,345,963	8,558,655

XML

Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Feb. 27, 2016	8,678,571
Beginning Balance, Amount at Feb. 27, 2016	$ 8,679	$ 922,949	$ (1,740,447)	$ (808,819)
Issued stock associated with convertible note conversion, Shares	3,476,186
Issued stock associated with convertible note conversion, Amount	$ 3,476	45,324		48,800
Derivative liability reduction associate with note conversion		66,643		66,643
Shares issued for stock compensation, Shares	250,000
Shares issued for stock compensation, Amount	$ 250	315,450		315,700
Shares issued to settle loan and accrued liability, Shares	3,500,000
Shares issued to settle loan and accrued liability, Amount	$ 3,500	45,500		49,000
Net loss for the period			(596,574)	(596,574)
Ending Balance, Shares at Nov. 30, 2016	15,904,757
Ending Balance, Amount at Nov. 30, 2016	$ 15,905	1,395,866	(2,337,021)	(925,249)
Beginning Balance, Amount at Feb. 29, 2016				(808,819)
Net loss for the period				(596,574)
Ending Balance, Shares at Nov. 30, 2016	15,904,757
Ending Balance, Amount at Nov. 30, 2016	$ 15,905	$ 1,395,866	$ (2,337,021)	$ (925,249)

XML

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Nov. 30, 2016	Nov. 30, 2016	Nov. 30, 2015	Feb. 29, 2016
Cash flows from operating activities
Net loss	$ (211,755)	$ (75,104)	$ (596,574)	$ (596,574)	$ (182,214)
Adjustments to reconcile net loss to net cash used in operating activities
Website amortization				6,249
Debt discount amortization	8,223			46,382
Change in derivative liability	21,827		(3,407)	(3,407)		$ (17,920)
Issued stock compensation				315,700
Changes in Current Assets and Liabilities
Prepaid expense				(4,375)
Accounts payable and accrued liabilities				(9,494)	3,672
Accrued officers' compensation				150,750	117,000
Net cash used in operating activities				(94,768)	(61,542)
Cash flows from financing activities
Net proceed from related party loans				98,937	61,542
Net cash provided by financing activities				98,937	61,542
Net Increase (Decrease) In Cash				4,169
Cash at beginning of period				4,998	4,988	4,988
Cash at end of period	$ 9,167	$ 4,988	9,167	9,167	4,988	$ 4,998
Schedule of Non-Cash Investing and Financing Activities
Common stock issued pursuant to Equity Purchase agreement					419,642
Convertible note reduction associated with note conversion				48,800
Derivative reduction associate with note conversion			$ 66,643	66,643
Issued stock to settle related party loan				49,000
Supplemental Disclosure
Cash paid for interest
Cash paid for income taxes

XML

ORGANIZATION AND OPERATIONS

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 1. ORGANIZATION AND OPERATIONS

Jubilant Flame International, Ltd. (the “Company”), was formed on September 29, 2009 under the name Liberty Vision, Inc. On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD (“Rubyfield”), a company organized under the laws of Hong Kong, whereby the Company is Rubyfield’s exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company’s president, Ms. Yan Li, is also president of, and exercises control over Rubyfield.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

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 November 30, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the six month periods ended November 30, 2016 and 2015, 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 reporting 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.

The Company’s significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments 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.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

XML

GOING CONCERN

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

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 November 30, 2016 the Company had current assets of $19,167, and current liabilities total $943,410 resulting in a working capital deficit of $924,243. The Company currently has no profitable trading activities and has an accumulated deficit of $2,337,021 as at November 30, 2016. 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 and cosmetics 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.

XML

CONVERTIBLE DEBT

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 4. CONVERTIBLE DEBT

On December 9, 2015, the Company issued convertible promissory notes totaling $60,000. At the time of issuance, the notes were evaluated and were determined to contain embedded conversion options that must be bifurcated and reported at fair value with original issue discounts. As a result, a derivative discount on convertible promissory notes was recorded, which net of discount amortization for the nine months ended November 30, 2016 amounted to $3,897.

From March 1, 2016 to November 30, 2016, the debt holder converted a total of $48,800 of note principle to 3,476,186 common stock shares based on the convertible note agreement. The following is a summary of the Company’s conversion:

Date	Principle Converted		Shares issued		Conversion Price
30-Jun-16	$	15,000		113,636	$	0.132
12-Jul-16	$	15,000		357,142	$	0.042
15-Aug-16	$	5,700		452,380	$	0.0126
24-Aug-16	$	3,100		469,696	$	0.0066
7-Sep-16	$	2,400		500,000	$	0.0048
20-Sep-16	$	2,400		500,000	$	0.0048
22-Sep-16	$	2,600		541,666	$	0.0048
28-Sep-16	$	2,600		541,666	$	0.0048

The following is the summary of outstanding convertible note balances

Description	30-Nov-2016			29-Feb-2016
One convertible promissory note in the amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices equal to 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares.	$	60,000		$	60,000
Less: debt discount		(58,026	)		(58,026	)
Less: conversions		(48,800	)		-
Add: amortization of debt discount		50,723			4,341
Balance of convertible debt, net		3,897			6,315
Less: current portion		-			-
Long-term convertible debt, net	$	3,897		$	6,315

Debt Discount

During the nine months November 30, 2016 and the year ended February 29, 2016, the Company recorded debt discounts totaling $7,303 and $53,685, respectively.

The debt discount recorded pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts and debt issue cost.

The Company amortized $11,833 and $4,341 during the nine months ended November 30, 2016 and the year ended February 29, 2016, respectively, to amortization of debt discount expense and relieved $38,890 during the nine months ended November 30, 2016 due to conversions.

	As of			As of
	30-Nov-16			29-Feb-16
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(11,833	)		(4,341	)
Elimination of debt discount due to conversion		(38,890	)
Debt discount - net	$	7,303		$	53,685

Derivative Liabilities

The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value.

The following schedule shows the change in fair value of the derivative liabilities during the nine months ended November 30, 2016 and February 29, 2016 respectively:

Derivative liabilities - February 29, 2016	$	83,049
Add fair value at the commitment date for convertible notes issued during the nine months		-
Fair value reduction for derivatives due to note conversion		(66,643	)
Fair value mark to market adjustment for derivatives		(3,407	)
Derivative liabilities – November 30, 2016		12,999
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	12,999

Derivative liabilities - February 28, 2015	$	-
Add fair value at the commitment date for convertible notes issued during year end February 29, 2016		100,969
Fair value mark to market adjustment for derivatives		(17,920	)
Derivative liabilities –February 29, 2016		83,049
Less: current portion		-
Long-term derivative liabilities February 29, 2016	$	83,049

The Company can record the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. During the nine months ended November 30, 2016, the Company recorded change in derivatives liability of $3,407 and reduction of derivatives liability of $66,643 due to conversion.

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the six month:

	Commitments			Re-measurement
Assumption	Date			Date
Expected dividends:		0	%	0%
Expected volatility:		45	%	79.40%~167.1%
Expected term (years):		3		2.02~2.52
Risk free interest rate:		1.22	%	0.58%~1.11%

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RELATED PARTY TRANSACTIONS

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 5. RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it must 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.

On October 27, 2016, the company issued 3,000,000 shares to its CEO at $0.014 per share to settle $42,000 of related party advances. At the same date, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 related party advance. As at November 30, 2016, the Company had a $273,571 loan outstanding with the CEO and $840 with the treasurer. This compares with the outstanding balance of $216,473 for the CEO and $8,000 for the treasurer at February 29, 2016. The loans are non-interest bearing, due upon demand and unsecured.

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ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 6. ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION

On December 15, 2015, the Company entered into employment agreements with its president, Ms. Yan Li, and its secretary and treasurer, Mr. Robert Ireland. Ms. Yan's agreement is retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Ms. Yan shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the company CEO. Mr. Ireland's agreement is retroactively effective as of December 4, 2015 for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the Company's secretary and treasurer. The Company valued these shares of stock compensation at $2.10 per share based on the quoted market price of shares of common stock on the effective date of the agreement.

On October 27, 2016, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 of related party advances.

On October 27, 2016, the company issued 50,000 shares to its interim CFO at $0.014 per share for his services.

As of November 30, 2016, a total of $669,000 had been accrued as salary compensation payable to the two officers compared to $518,250 at February 29, 2016.

For the nine months ended November 30, 2016, a total of $315,700 stock compensation had been recorded compared to $0 for the same period in the prior year to the two officers.

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STOCKHOLDERS EQUITY

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 7. STOCKHOLDERS EQUITY

For the quarter ended November 30, 2016, convertible debt of $48,800 was converted into 3,476,186 shares of common stock as provided for in the convertible note agreement. Associated with the note conversion, derivatives liability was reduced by $66,643 by November 30, 2016.

For the quarter ended November 30, 2016, a total of $250,000 Shares were issued to three officer as stock compensation. Total value of $315,700 has been recorded for the stock compensation.

During the quarter ended November 30, 2016, a total 3,500,000 shares were issued to two officers at a cost of $0.014 per share for a total equity issuance of $49,000 to settle advance from related party.

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SUBSEQUENT EVENTS

9 Months Ended

Nov. 30, 2016

Notes to Financial Statements

NOTE 8. SUBSEQUENT EVENTS

In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to January 6, 2017, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except the following:

On December 15, 2016, a holder of the company’s convertible debt elected to convert a portion of that debt into 603,174 shares of the company’s common stock.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Nov. 30, 2016

Summary Of Significant Accounting Policies 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 November 30, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the six month periods ended November 30, 2016 and 2015, 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 reporting 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.

The Company’s significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments 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.

Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

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CONVERTIBLE DEBT (Tables)

9 Months Ended

Nov. 30, 2016

Convertible Debt Tables

Convertible note

Date	Principle Converted		Shares issued		Conversion Price
30-Jun-16	$	15,000		113,636	$	0.132
12-Jul-16	$	15,000		357,142	$	0.042
15-Aug-16	$	5,700		452,380	$	0.0126
24-Aug-16	$	3,100		469,696	$	0.0066
7-Sep-16	$	2,400		500,000	$	0.0048
20-Sep-16	$	2,400		500,000	$	0.0048
22-Sep-16	$	2,600		541,666	$	0.0048
28-Sep-16	$	2,600		541,666	$	0.0048

Convertible Debt

Description	30-Nov-2016			29-Feb-2016
One convertible promissory note in the amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices equal to 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares.	$	60,000		$	60,000
Less: debt discount		(58,026	)		(58,026	)
Less: conversions		(48,800	)		-
Add: amortization of debt discount		50,723			4,341
Balance of convertible debt, net		3,897			6,315
Less: current portion		-			-
Long-term convertible debt, net	$	3,897		$	6,315

Debt Discount

	As of			As of
	30-Nov-16			29-Feb-16
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(11,833	)		(4,341	)
Elimination of debt discount due to conversion		(38,890	)
Debt discount - net	$	7,303		$	53,685

Schedule of Derivative Liabilities at Fair Value

Derivative liabilities - February 29, 2016	$	83,049
Add fair value at the commitment date for convertible notes issued during the nine months		-
Fair value reduction for derivatives due to note conversion		(66,643	)
Fair value mark to market adjustment for derivatives		(3,407	)
Derivative liabilities – November 30, 2016		12,999
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	12,999

Derivative liabilities - February 28, 2015	$	-
Add fair value at the commitment date for convertible notes issued during year end February 29, 2016		100,969
Fair value mark to market adjustment for derivatives		(17,920	)
Derivative liabilities –February 29, 2016		83,049
Less: current portion		-
Long-term derivative liabilities February 29, 2016	$	83,049

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

	Commitments			Re-measurement
Assumption	Date			Date
Expected dividends:		0	%	0%
Expected volatility:		45	%	79.40%~167.1%
Expected term (years):		3		2.02~2.52
Risk free interest rate:		1.22	%	0.58%~1.11%

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GOING CONCERN (Details Narrative) - USD ($)	Nov. 30, 2016	Feb. 29, 2016
Going Concern Details Narrative
Current assets	$ 19,167	$ 10,623
Current liabilities	943,410	752,217
Working capital deficit	924,243
Accumulated deficit	$ (2,337,021)	$ (1,740,447)

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CONVERTIBLE DEBT (Details)	9 Months Ended
	Nov. 30, 2016 USD ($) $ / shares shares
30 Jun 16
Principle converted | $	$ 15,000
Shares issued | shares	113,636
Conversion price | $ / shares	$ 0.132
12 Jul 16
Principle converted | $	$ 15,000
Shares issued | shares	357,142
Conversion price | $ / shares	$ 0.042
15 Aug 16
Principle converted | $	$ 5,700
Shares issued | shares	452,380
Conversion price | $ / shares	$ 0.0126
24 Aug 16
Principle converted | $	$ 3,100
Shares issued | shares	469,696
Conversion price | $ / shares	$ 0.0066
7 Sep 16
Principle converted | $	$ 2,400
Shares issued | shares	500,000
Conversion price | $ / shares	$ 0.0048
20 Sep 16
Principle converted | $	$ 2,400
Shares issued | shares	500,000
Conversion price | $ / shares	$ 0.0048
22 Sep 16
Principle converted | $	$ 2,600
Shares issued | shares	541,666
Conversion price | $ / shares	$ 0.0048
28 Sep 16
Principle converted | $	$ 2,600
Shares issued | shares	541,666
Conversion price | $ / shares	$ 0.0048

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CONVERTIBLE DEBT (Details 1) - USD ($)	Nov. 30, 2016	Feb. 29, 2016	Dec. 09, 2015
Notes to Financial Statements
One convertible promissory note in amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices of 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares.	$ 60,000	$ 60,000	$ 60,000
Less: debt discount	(58,026)	(58,026)
Less: conversions	(48,800)
Add: amortization of debt discount	50,723	4,341
Balance of convertible debt, net	3,897	6,315
Less: current portion
Long-term convertible debt, net	$ 3,897	$ 6,315

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CONVERTIBLE DEBT (Details 2) - USD ($)	Nov. 30, 2016	Feb. 29, 2016
Notes to Financial Statements
Debt discount	$ 58,026	$ 58,026
Accumulated amortization of debt discount	(11,833)	(4,341)
Elimination of debt discount due to conversion	(38,890)
Debt discount - net	$ 7,303	$ 53,685

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CONVERTIBLE DEBT (Details 3) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Nov. 30, 2016	Nov. 30, 2016	Nov. 30, 2015	Feb. 29, 2016
Convertible Debt Details 3
Derivative liabilities, Beginning				$ 83,049
Add fair value at the commitment date for convertible notes issued during the nine months						100,969
Fair value reduction for derivatives due to note conversion				(66,643)
Fair value mark to market adjustment for derivatives	$ 21,827		$ (3,407)	(3,407)		(17,920)
Derivative liabilities, Ending	12,999		12,999	12,999		83,049
Less: current portion
Long-term portion	$ 12,999		$ 12,999	$ 12,999		$ 83,049

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CONVERTIBLE DEBT (Details 4)	9 Months Ended
	Nov. 30, 2016
Commitment date
Expected dividends	0.00%
Expected volatility	45.00%
Expected term (years)	3 years
Risk free interest rate	1.22%
Re-measurement date
Expected dividends	0.00%
Re-measurement date | Minimum [Member]
Expected volatility	79.40%
Expected term (years)	2 years 3 months 7 days
Risk free interest rate	0.58%
Re-measurement date | Maximum [Member]
Expected volatility	167.10%
Expected term (years)	2 years 6 months 7 days
Risk free interest rate	1.11%

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CONVERTIBLE DEBT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Nov. 30, 2016	Nov. 30, 2016	Nov. 30, 2015	Feb. 29, 2016	Dec. 09, 2015
Convertible promissory notes	$ 60,000		$ 60,000	$ 60,000		$ 60,000	$ 60,000
Amortization of debt discount	50,723		50,723	50,723		4,341
Debt Conversion	$ 48,800		$ 48,800	$ 48,800
Debt Conversion common stock shares	3,476,186		3,476,186	3,476,186
Debt discount - net	$ 7,303		$ 7,303	$ 7,303		53,685
Amortization of debt discount			11,833			4,341
Relieve of debt discount due to conversion			38,890
Change in derivatives liability	(21,827)		3,407	3,407		$ 17,920
Derivative reduction associate with note conversion			66,643	66,643
Convertable Debt
Amortization of debt discount	$ 3,897		$ 3,897	$ 3,897

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 30, 2016	Oct. 27, 2016	Feb. 29, 2016	Dec. 04, 2015
Loan payable - related party	$ 274,410		$ 224,473
Chief Executive Officer [Member]
Shares issued		3,000,000
Price per share		$ 0.014
Loan payable - related party	273,571	$ 42,000	216,473
Treasurer and secretary [Member]
Shares issued		500,000		100,000
Price per share		$ 0.014		$ 2.10
Loan payable - related party	$ 840	$ 7,000	$ 8,000

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ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION (Details Narrative) - USD ($)	Nov. 30, 2016	Oct. 27, 2016	Feb. 29, 2016	Dec. 15, 2015	Dec. 04, 2015
Loan payable - related party	$ 274,410		$ 224,473
Accrued compensation	669,000		518,250
Stock compensation	315,700		0
CFO [Member]
Shares issued		50,000
Price per share		$ 0.014
Treasurer and secretary [Member]
Annual salary					$ 100,500
Shares issued		500,000			100,000
Price per share		$ 0.014			$ 2.10
Loan payable - related party	$ 840	$ 7,000	$ 8,000
President [Member]
Annual salary				$ 100,500
Shares issued				100,000
Price per share				$ 2.10

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STOCKHOLDERS EQUITY (Details Narrative)	9 Months Ended
	Nov. 30, 2016 USD ($) $ / shares shares
Common Stock
Issued stock associate with convertible note conversion, Amount	$ 48,800
Issued stock associate with convertible note conversion, Shares | shares	3,476,186
Derivatives liability reduction associate with note conversion	$ 66,643
Three Officer
Shares issuable for stock compensation, shares | shares	250,000
Shares issuable for stock compensation, Amount	$ 315,700
Price per share | $ / shares	$ 0.014
Two Officer
Shares issuable for stock compensation, shares | shares	3,500,000
Shares issuable for stock compensation, Amount	$ 49,000
Price per share | $ / shares	$ 0.014

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SUBSEQUENT EVENTS ( Details Narrative)	Dec. 15, 2016 shares
Subsequent Event [Member]
Convertible debt convert to shares	603,174