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 May 31, 2017
¨	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
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 July 10, 2017, there are 18,235,708 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 MONTH PERIODS ENDED May 31, 2017 AND 2016

Index to Unaudited Financial Statements

Contents	Page
Balance Sheets May 31, 2017 and February 28, 2017 (Unaudited)	F-2
Statements of Operations for the Three Month Periods Ended May 31, 2017 and 2016 (Unaudited)	F-3
Statements of Changes in Stockholders’ Deficit for the Three Months Ended May 31, 2017 (Unaudited)	F-4
Statements of Cash Flows for the Three Month Periods Ended May 31, 2017 and 2016 (Unaudited)	F-5
Notes to the Financial Statements (Unaudited)	F-6

F-1

JUBILANT FLAME INTERNATIONAL, LTD

Balance Sheets

(Unaudited)

	May 31,			February 28,
	2017			2017
ASSETS
Current assets
Cash	$	8,598		$	3,653
Prepaid expenses		4,688			7,188
Total current assets		13,286			10,841
Other assets
Security deposit		2,000			2,000
Website net of $15,277 and $13,194 of amortization, respectively		9,723			11,806
Total other assets		11,723			13,806
Total Assets	$	25,009		$	24,647
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	-		$	575
Accrued officer compensation		769,500			719,250
Loan payable - related parties		310,021			283,729
Total current liabilities		1,079,521			1,003,554
Convertible note net of debt discount of $393 and $4,238, respectively		407			3,162
Derivative liability		1,233			9,156
Total Liabilities		1,081,161			1,015,873
Stockholders' Deficit
Common stock, $0.001 par value per share
75,000,000 shares authorized; 18,235,708 and 16,557,931 shares issued and outstanding, respectively		18,236			16,558
Additional paid in capital		1,635,955			1,513,757
Accumulated deficit		(2,710,343	)		(2,521,541	)
Total Stockholders' Deficit		(1,056,152	)		(991,226	)
Total Liabilities and Stockholders' Deficit	$	25,009		$	24,647

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

F-2

JUBILANT FLAME INTERNATIONAL, LTD
Statements of Operations
(UNAUDITED)
	For the three months ended
	May 31,
	2017			2016
Operating Expenses:
General and administrative	$	180,604		$	173,385
Total operating expenses		180,604			173,385
Income (loss) from operations		(180,604	)		(173,385	)
Other income (expense):
Change in derivative liability		(4,353	)		(719	)
Debt discount amortization (interest) expense		(3,845	)		(4,871	)
Other income (expense) net		(8,198	)		(5,590	)
Income (loss) from continuing operations before provision for income tax		(188,802	)		(178,975	)
Provision for income tax:		-			-
Net income (loss)	$	(188,802	)	$	(178,975	)
Net income (loss) per share (Basic and fully diluted)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding		17,904,212			8,678,571

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 28, 2017		16,557,931	$	16,558	$	1,513,757	$	(2,521,541	)	$	(991,226	)
Issued stock associated with convertible note conversion		1,627,777		1,628		4,972		-			6,600
Derivative liability reduction associate with note conversion		-		-		12,276		-			12,276
Shares issued for stock compensation		50,000		50		104,950		-			105,000
Net loss for the period		-		-		-		(188,802	)		(188,802	)
Balances at May 31, 2017		18,235,708	$	18,236	$	1,635,955	$	(2,710,343	)	$	(1,056,152	)

The accompanying notes are an integral part of these financial statements

F-4

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows

(UNAUDITED)

	For the three months ended May 31,
	2017			2016
Cash Flows From Operating Activities:
Net income (loss)	$	(188,802	)	$	(178,975	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities
Website amortization		2,083			2,083
Debt discount amortization		3,845			4,871
Change in derivatives liability		4,353			719
Issuable stock compensation		105,000			105,000
Changes in Current Assets and Liabilities:
Prepaid expense		2,500			-
Accounts payable		(575	)		-
Accrued officer's compensation		50,250			50,250
Net cash provided by (used for) operating activities		(21,346	)		(16,052	)
Cash Flows From Financing Activities:
Net proceeds from related party loans		26,291			11,367
Net cash provided by (used for) financing activities		26,291			11,367
Net Increase (Decrease) In Cash		4,945			(4,685	)
Cash At The Beginning Of The Period		3,653			4,998
Cash At The End Of The Period	$	8,598		$	313
Schedule of Non-Cash Investing and Financing Activities
Convertible note reduction associated with note conversion		(6,600	)		-
Derivative liability reduction associated with note conversion		(12,276	)		-
	$	(18,876	)	$	-
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 THREE MONTHS ENDED MAY 31, 2017 AND 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 August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.

The Company currently has the right to develop and market medical products under a license from BioMark. The primary intended products include Bone-Induction Artificial Bone (“BIAB”) and Vacuum Sealing Drainage (“VSD”).

We currently are not deploying the licenses we hold for the BIAB or VSD products. We have no current operations at this time. For us to develop our business, we will need to raise capital, engage personnel and develop and implement a business plan.

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, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

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 May 31, 2017, results of operations, changes in stockholders' equity (deficit) and cash flows for the three month periods ended May 31, 2017 and 2016, 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.

F-6

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.

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 May 31, 2017 the Company had current assets of $13,286, and current liabilities total $1,079,521 resulting in a working capital deficit of $1,066,235. The Company currently has no profitable trading activities and has an accumulated deficit of $2,710,343 as at May 31, 2017. 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 – PREPAID EXPENSE

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2016 to November 30, 2017. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $4,688 as of May 31, 2017

NOTE 5 – 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 three months ended May 31, 2017 amounted to $393.

F-7

From March 1, 2016 to May 31, 2017, the debtholder converted a total of $59,200 of note principle to 5,707,137 common stock shares based on the convertible note agreement. During the three month ended May 31, 2017, the debtholder converted a total of $6,600 of note principle to 1,627,777 common stock shares. 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
15-Dec-16		3,800		603,174		0.0063
16-Mar-17		2,900		805,555		0.0036
7-Apr-17		3,700		822,222		0.0045

The following is the summary of outstanding convertible note balances

Description	May 31, 2017			Feb 28, 2017
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.	$	800		$	7,400
Less: debt discount		(393	)		(4,238	)
Less: current portion		-			-
Long-term convertible debt, net	$	407		$	3,162

Debt Discount

During the three months ended May 31, 2017 and the year ended February 28, 2017, the Company recorded debt discounts totaling $393 and $4,238, respectively.

The Company amortized $3,845 and $49,448 during the three months ended May 31, 2017 and the year ended February 28, 2017, respectively, to amortization of debt discount.

F-8

	As of			As of
	31-May-17			28-Feb-17
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(57,633	)		(53,788	)
Debt discount - net	$	393		$	4,238

 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 three months ended May 31, 2017:

Derivative liabilities - February 28, 2017	$	9,156
Add fair value at the commitment date for convertible notes issued during the three months		-
Fair value reduction for derivatives due to note conversion		(12,276	)
Fair value mark to market adjustment for derivatives		4,353
Derivative liabilities – May 31, 2017		1,233
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	1,233

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 three months ended May 31, 2017, the Company recorded change in derivatives liability of $4,353 and reduction of derivatives liability of $12,276 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 three month:

	Commitments		Re-measurement
Assumption	Date		Date
Expected dividends:		0%	0%
Expected volatility:		45%	203.7%~230.8%
Expected term (years):		3	1.52~1.73
Risk free interest rate:		1.22%	1.28%~1.35%

F-9

NOTE 6– 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.

As at May 31, 2017, the Company had a $309,181 loan outstanding with its CEO, Ms. Yan Li and $840 with its treasurer Mr. Ireland. This compares with the outstanding balance of $282,889 for Ms. Yan Li and $840 for Mr. Ireland at February 28, 2017. The loans are non-interest bearing, due upon demand and unsecured.

A related party created a website, that was active beginning in August of 2015, and billed the Company $25,000. The expense of this website will be amortized over 36 months at the rate of $694 per month.

NOTE 7– 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. Both agreements were retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, both Ms. Yan and Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock.

As of May 31, 2017, a total of $769,500 had been accrued as salary compensation payable to the two officers compared to $719,250 at February 28, 2017. During the three months ended May 31, 2017, a total of $105,000 stock compensation had been recorded compared to $105,000 for the same period in the prior year to the two officers.

NOTE 8 – STOCKHOLDERS EQUITY

For the quarter ended May 31, 2017, convertible debt of $6,600 was converted into 1,627,777 shares of common stock as provided for in the convertible note agreement. Associated with the note conversion, derivatives liability was reduced by $12,276 by May 31, 2017.

For the quarter ended May 31, 2017, a total of 50,000 Shares were issued to two officers as stock compensation. Total value of $105,000 has been recorded for the stock compensation.

NOTE 9 – SUBSEQUENT EVENTS

None.

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 August 18, 2015 the Company changed its name to Jubilant Flame International, Ltd. 

The Company currently has the right to develop and market medical products under a license from BioMark. The primary intended products include Bone-Induction Artificial Bone (“BIAB”) and Vacuum Sealing Drainage (“VSD”).

We currently are not deploying the BIAB or VSD products pursuant to the license. We have no current operations at this time. For us to develop our business, we will need to raise capital, engage personnel and develop and implement a business plan.

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, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

Results of Operations 

Revenue

We recognized no revenue in the three months ended May 31, 2017 and 2016 as we have not commenced operations as yet. 

3

Operating Expenses

For the three months ended May 31,2017 compared to the three months ended May 31,2016

The major components of our operating expenses for the three months ended May 31, 2017 and 2016 are outlined in the table below: 

	Three Months Ended		Three Months Ended
	May 31,		May 31,
	2017		2016
Officer compensation	$	155,250	$	155,250
Professional fee	$	14,716	$	8,259
Rent	$	6,000	$	6,000
Web amortization expense	$	2,083	$	2,083
Office expense and other	$	2,555	$	1,792
Total operating expenses	$	180,604	$	173,385

The $7,220 increase in our operating costs for the three months ended May 31, 2017 compared to three months ended May 31, 2016, was mainly due to the $6,457 increase in professional fee to maintain public status.

Other Expenses

Other expenses increased to $8,198 for the three months ended May 31, 2017, from $5,590 for the three months ended May 31, 2016. Other expenses consisted primarily of $3,634 increase in derivatives liability and $1,026 decrease in debt discount amortization expense.

Net Loss 

For the three months ended May 31, 2017, we recognized a net loss of $188,802 compared to the net loss of $178,975 for the corresponding period in 2016. 

Liquidity and Capital Resources

Working Capital 

	May 31, 2017			February 28, 2017
Current Assets	$	13,286		$	10,841
Current Liabilities	$	1,079,521		$	1003,554
Working Capital Deficit	$	(1,066,235	)	$	(992,713	)

As of May 31, 2017, the Company had current assets, comprising of cash of $8,598 and prepaid expenses of $4,688, and current liabilities of $1,079,521, resulting in a working capital deficit of $1,066,235. The Company had no profitable trading activities and has an accumulated deficit of $2,710,343 as at May 31, 2017. 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.

4

Based on the Company’s current operating plan, the Company does not have sufficient cash and cash equivalents to fund its operations for at least the next twelve months. The Company will need to obtain additional financing to operate our business. 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 Flows from Operating Activities

Our net cash used in operating activities increased by $5,294 in the three months ended May 31, 2017 compared to the net cash used in operating activities in the three months ended May 31, 2016, representing an increase of 33%. The increase in net cash used in operating activities was primarily the result of a $6,457 increase in professional fee expense. 

Cash Flows from Investing Activities

We did not generate or use any cash from investing activities during the three months ended May 31, 2017 or 2016. 

Cash Flows from Financing Activities

Our cash provided by financing activities increased from $11,367 for the three months ended May 31, 2017 to $26,291 for the three months ended May 31, 2017. 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.

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.

5

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 May 31, 2017, 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 May 31, 2017, 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.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

7

ITEM 6. EXHIBITS

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

EXHIBIT NUMBER	DESCRIPTION
31.1	Certification of the President and 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 Secretary and Treasurer (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 President and 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 Secretary and Treasurer (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.

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: July 11, 2017	By:	/s/ Li Yan
		Li Yan
		President, Chief Executive Officer
		(Principal Executive Officer) and Director
Date: July 11, 2017	By:	/s/ Robert Ireland
		Robert Ireland
		Secretary and Treasurer and Director
		(Principal Financial Officer)

9

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE PRESIDENT AND 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 10q for the period ending May 31, 2017, 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: July 11, 2017	By:	/s/ Li Yan
		Li Yan
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE SECRETARY AND TREASURER( 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 10q for the period ending May 31, 2017, 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: July 11, 2017	By:	/s/ Robert Ireland
		Robert Ireland
		Secretary/Treasure

EX-32.1

EXHIBIT 32.1

Certification of the President and Chief Executive Officer 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 May 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Li Yan, Chief Executive Officer 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: July 11, 2017	By:	/s/ Li Yan
		Li Yan
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

Certification of the Secretary and Treasurer (Chief Financial Officer) 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 May 31, 2017 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: July 11, 2017	By:	/s/ Robert Ireland
		Robert Ireland
		Secretary/Treasurer

XML

Document and Entity Information - shares	3 Months Ended
	May 31, 2017	Jul. 10, 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	May 31, 2017
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		18,235,708
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML

Balance Sheets - USD ($)	May 31, 2017	Feb. 28, 2017
Current assets
Cash	$ 8,598	$ 3,653
Prepaid expenses	4,688	7,188
Total current assets	13,286	10,841
Other assets
Security deposit	2,000	2,000
Website net of $15,277 and $13,194 of amortization, respectively	9,723	11,806
Total other assets	11,723	13,806
Total Assets	25,009	24,647
Current liabilities
Accounts payable and accrued liabilities		575
Accrued officer compensation	769,500	719,250
Loan payable - related parties	310,021	283,729
Total current liabilities	1,079,521	1,003,554
Convertible note net of debt discount of $393 and $4,238, respectively	407	3,162
Derivative liability	1,233	9,156
Total Liabilities	1,081,161	1,015,873
Stockholders' Deficit:
Common stock, $0.001 par value per share75,000,000 shares authorized; 18,235,708 and 16,557,931 shares issued and outstanding, respectively	18,236	16,558
Additional paid in capital	1,635,955	1,513,757
Accumulated deficit	(2,710,343)	(2,521,541)
Total Stockholders' Deficit	(1,056,152)	(991,226)
Total Liabilities and Stockholders' Deficit	$ 25,009	$ 24,647

XML

Balance Sheets (Parenthetical) - USD ($)	May 31, 2017	Feb. 28, 2017
Balance Sheets Parenthetical
Website net of amortization	$ 15,277	$ 13,194
Convertible note net of debt discount	$ 393	$ 4,238
Stockholders' Deficit:
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	18,235,708	16,557,931
Common stock, shares outstanding	18,235,708	16,557,931

XML

Statements of Operations (UNAUDITED) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Operating Expenses:
General and administrative	$ 180,604	$ 173,385
Total operating expenses	180,604	173,385
Income (loss) from operations	(180,604)	(173,385)
Other income (expense):
Change in derivatives liability	(4,353)	(719)
Debt discount amortization (interest) expense	(3,845)	(4,871)
Other income (expense) net	(8,198)	(5,590)
Income (loss) from continuing operations before provision for income tax	(188,802)	(178,975)
Provision for income tax:
Net income (loss)	$ (188,802)	$ (178,975)
Net income (loss) per share (Basic and fully diluted)	$ (0.01)	$ (0.02)
Weighted average number of common shares outstanding	17,904,212	8,678,571

XML

Statements of Changes in Stockholders' Deficit (UNAUDITED) - 3 months ended May 31, 2017 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Feb. 28, 2017	16,557,931
Beginning Balance, Amount at Feb. 28, 2017	$ 16,558	$ 1,513,757	$ (2,521,541)	$ (991,226)
Issued stock associated with convertible note conversion, Shares	1,627,777
Issued stock associated with convertible note conversion, Amount	$ 1,628	4,972		6,600
Derivative liability reduction associate with note conversion		$ 12,276		12,276
Shares issued for stock compensation, Shares	50,000
Shares issued for stock compensation, Amount	$ 50	$ 104,950		105,000
Net loss for the period			(188,802)	(188,802)
Ending Balance, Shares at May. 31, 2017	18,235,708
Ending Balance, Amount at May. 31, 2017	$ 18,236	$ 1,635,955	$ (2,710,343)	$ (1,056,152)

XML

Statements of Cash Flows (UNAUDITED) - USD ($)	3 Months Ended		12 Months Ended
	May 31, 2017	May 31, 2016	Feb. 28, 2017
Cash Flows From Operating Activities:
Net income (loss)	$ (188,802)	$ (178,975)
Adjustments to reconcile net loss to net cash used in operating activities
Website amortization	2,083	2,083
Debt discount amortization	3,845	4,871	$ 49,448
Change in derivative liability	4,353	719
Issuable stock compensation	105,000	105,000
Changes in Current Assets and Liabilities
Prepaid expense	2,500
Accounts payable	(575)
Accrued officers' compensation	50,250	50,250
Net cash provided by (used for) operating activities	(21,346)	(16,052)
Cash Flows From Financing Activities:
Net proceed from related party loans	26,291	11,367
Net cash provided by (used for) financing activities	26,291	11,367
Net Increase (Decrease) In Cash	4,945	(4,685)
Cash At The Beginning Of The Period	3,653	4,998	4,998
Cash At The End Of The Period	8,598	313	$ 3,653
Schedule of Non-Cash Investing and Financing Activities
Convertible note reduction associated with note conversion	(6,600)
Derivative liability reduction associated with note conversion	(12,276)
Total Schedule of Non-Cash Investing and Financing Activities	(18,876)
Supplemental Disclosure
Cash paid for interest
Cash paid for income taxes

XML

ORGANIZATION AND OPERATIONS

3 Months Ended

May 31, 2017

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 August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.

The Company currently has the right to develop and market medical products under a license from BioMark. The primary intended products include Bone-Induction Artificial Bone (“BIAB”) and Vacuum Sealing Drainage (“VSD”).

We currently are not deploying the licenses we hold for the BIAB or VSD products. We have no current operations at this time. For us to develop our business, we will need to raise capital, engage personnel and develop and implement a business plan.

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, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

May 31, 2017

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 May 31, 2017, results of operations, changes in stockholders' equity (deficit) and cash flows for the three month periods ended May 31, 2017 and 2016, 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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GOING CONCERN

3 Months Ended

May 31, 2017

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 May 31, 2017 the Company had current assets of $13,286, and current liabilities total $1,079,521 resulting in a working capital deficit of $1,066,235. The Company currently has no profitable trading activities and has an accumulated deficit of $2,710,343 as at May 31, 2017. 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

PREPAID EXPENSE

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 4. PREPAID EXPENSE

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2016 to November 30, 2017. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $4,688 as of May 31, 2017.

XML

CONVERTIBLE DEBT

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 5. 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 three months ended May 31, 2017 amounted to $393.

From March 1, 2016 to May 31, 2017, the debtholder converted a total of $59,200 of note principle to 5,707,137 common stock shares based on the convertible note agreement. During the three month ended May 31, 2017, the debtholder converted a total of $6,600 of note principle to 1,627,777 common stock shares. 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
15-Dec-16		3,800		603,174		0.0063
16-Mar-17		2,900		805,555		0.0036
7-Apr-17		3,700		822,222		0.0045

The following is the summary of outstanding convertible note balances

Description	May 31, 2017			Feb 28, 2017
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.	$	800		$	7,400
Less: debt discount		(393	)		(4,238	)
Less: current portion		-			-
Long-term convertible debt, net	$	407		$	3,162

Debt Discount

During the three months ended May 31, 2017 and the year ended February 28, 2017, the Company recorded debt discounts totaling $393 and $4,238, respectively.

The Company amortized $3,845 and $49,448 during the three months ended May 31, 2017 and the year ended February 28, 2017, respectively, to amortization of debt discount.

	As of			As of
	31-May-17			28-Feb-17
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(57,633	)		(53,788	)
Debt discount - net	$	393		$	4,238

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 three months ended May 31, 2017:

Derivative liabilities - February 28, 2017	$	9,156
Add fair value at the commitment date for convertible notes issued during the three months		-
Fair value reduction for derivatives due to note conversion		(12,276	)
Fair value mark to market adjustment for derivatives		4,353
Derivative liabilities – May 31, 2017		1,233
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	1,233

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 three months ended May 31, 2017, the Company recorded change in derivatives liability of $4,353 and reduction of derivatives liability of $12,276 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 three month:

	Commitments		Re-measurement
Assumption	Date		Date
Expected dividends:		0%	0%
Expected volatility:		45%	203.7%~230.8%
Expected term (years):		3	1.52~1.73
Risk free interest rate:		1.22%	1.28%~1.35%

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RELATED PARTY TRANSACTIONS

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 6. 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.

As at May 31, 2017, the Company had a $309,181 loan outstanding with its CEO, Ms. Yan Li and $840 with its treasurer Mr. Ireland. This compares with the outstanding balance of $282,889 for Ms. Yan Li and $840 for Mr. Ireland at February 28, 2017. The loans are non-interest bearing, due upon demand and unsecured.

A related party created a website, that was active beginning in August of 2015, and billed the Company $25,000. The expense of this website will be amortized over 36 months at the rate of $694 per month.

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ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 7. 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. Both agreements were retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, both Ms. Yan and Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock.

As of May 31, 2017, a total of $769,500 had been accrued as salary compensation payable to the two officers compared to $719,250 at February 28, 2017. During the three months ended May 31, 2017, a total of $105,000 stock compensation had been recorded compared to $105,000 for the same period in the prior year to the two officers.

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STOCKHOLDERS EQUITY

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 8. STOCKHOLDERS EQUITY

For the quarter ended May 31, 2017, convertible debt of $6,600 was converted into 1,627,777 shares of common stock as provided for in the convertible note agreement. Associated with the note conversion, derivatives liability was reduced by $12,276 by May 31, 2017.

For the quarter ended May 31, 2017, a total of 50,000 Shares were issued to two officers as stock compensation. Total value of $105,000 has been recorded for the stock compensation.

XML

SUBSEQUENT EVENTS

3 Months Ended

May 31, 2017

Notes to Financial Statements

NOTE 9. SUBSEQUENT EVENTS

None.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

May 31, 2017

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 May 31, 2017, results of operations, changes in stockholders' equity (deficit) and cash flows for the three month periods ended May 31, 2017 and 2016, 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

CONVERTIBLE DEBT (Tables)

3 Months Ended

May 31, 2017

Convertible Debt Tables

Summary of conversion of convertible debt

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
15-Dec-16		3,800		603,174		0.0063
16-Mar-17		2,900		805,555		0.0036
7-Apr-17		3,700		822,222		0.0045

Summary of convertible debt

Description	May 31, 2017			Feb 28, 2017
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.	$	800		$	7,400
Less: debt discount		(393	)		(4,238	)
Less: current portion		-			-
Long-term convertible debt, net	$	407		$	3,162

Debt discount

	As of			As of
	31-May-17			28-Feb-17
Debt discount	$	58,026		$	58,026
Accumulated amortization of debt discount		(57,633	)		(53,788	)
Debt discount - net	$	393		$	4,238

Schedule of derivative liabilities at fair value

Derivative liabilities - February 28, 2017	$	9,156
Add fair value at the commitment date for convertible notes issued during the three months		-
Fair value reduction for derivatives due to note conversion		(12,276	)
Fair value mark to market adjustment for derivatives		4,353
Derivative liabilities – May 31, 2017		1,233
Less: current portion		-
Long-term derivative liabilities November 30, 2016	$	1,233

Fair value at the commitment and re-measurement

	Commitments		Re-measurement
Assumption	Date		Date
Expected dividends:		0%	0%
Expected volatility:		45%	203.7%~230.8%
Expected term (years):		3	1.52~1.73
Risk free interest rate:		1.22%	1.28%~1.35%

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ORGANIZATION AND OPERATIONS (Details Narrative)	3 Months Ended
	May 31, 2017
Organization And Operations Details Narrative
Date of Incorporation	Sep. 29, 2009

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GOING CONCERN (Details Narrative) - USD ($)	May 31, 2017	Feb. 28, 2017
Going Concern Details Narrative
Current assets	$ 13,286	$ 10,841
Current liabilities	1,079,521	1,003,554
Working capital deficit	(1,066,235)
Accumulated deficit	$ (2,710,343)	$ (2,521,541)

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PREPAID EXPENSE (Details Narrative) - USD ($)	May 31, 2017	Feb. 28, 2017
Prepaid Expense Details Narrative
Prepaid expenses	$ 4,688	$ 7,188

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CONVERTIBLE DEBT (Details)	3 Months Ended
	May 31, 2017 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
15 Dec 16
Principle converted | $	$ 3,800
Shares issued | shares	603,174
Conversion price | $ / shares	$ 0.0063
16 Mar 17
Principle converted | $	$ 2,900
Shares issued | shares	805,555
Conversion price | $ / shares	$ 0.0036
7 Apr 17
Principle converted | $	$ 3,700
Shares issued | shares	822,222
Conversion price | $ / shares	$ 0.0045

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CONVERTIBLE DEBT (Details 1) - USD ($)	May 31, 2017	Feb. 28, 2017
Notes to Financial Statements
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.	$ 800	$ 7,400
Less: debt discount	(393)	(4,238)
Less: current portion
Long-term convertible debt, net	$ 407	$ 3,162

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CONVERTIBLE DEBT (Details 2) - USD ($)	May 31, 2017	Feb. 28, 2017
Notes to Financial Statements
Debt discount	$ 58,026	$ 58,026
Accumulated amortization of debt discount	(57,633)	(53,788)
Debt discount - net	$ 393	$ 4,238

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CONVERTIBLE DEBT (Details 3) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
Convertible Debt Details 3
Derivative liabilities, Beginning	$ 9,156
Add fair value at the commitment date for convertible notes issued during the three months
Fair value reduction for derivatives due to note conversion	(12,276)
Fair value mark to market adjustment for derivatives	4,353	$ 719
Derivative liabilities, Ending	1,233
Less: current portion
Long-term portion	$ 1,233

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CONVERTIBLE DEBT (Details 4)	3 Months Ended
	May 31, 2017
Re-measurement date
Expected dividends	0.00%
Re-measurement date | Minimum [Member]
Expected volatility	203.70%
Expected term (years)	18 months 24 days
Risk free interest rate	1.28%
Re-measurement date | Maximum [Member]
Expected volatility	230.80%
Expected term (years)	20 months 76 days
Risk free interest rate	1.35%
Commitment date
Expected dividends	0.00%
Expected volatility	45.00%
Expected term (years)	36 months
Risk free interest rate	1.22%

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CONVERTIBLE DEBT (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended	15 Months Ended
	May 31, 2017	May 31, 2016	Feb. 28, 2017	May 31, 2017	Dec. 09, 2015
Convertible promissory notes					$ 60,000
Debt Conversion	$ 6,600			$ 59,200
Debt Conversion common stock shares	1,627,777			5,707,137
Debt discount - net	$ 393		$ 4,238	$ 393
Amortization of debt discount	3,845	$ 4,871	$ 49,448
Fair value reduction for derivatives due to note conversion	12,276
Fair value mark to market adjustment for derivatives	4,353	$ 719
One convertible promissory note [Member]
Convertible promissory notes	$ 60,000			$ 60,000
Interest rate	0.00%			0.00%
Percentage of stock price	60.00%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended
	Aug. 31, 2015	May 31, 2017	Feb. 28, 2017
Loan payable - related party		$ 310,021	$ 283,729
Website expenses	$ 25,000
Amortization expense, monthly	$ 694
Estimated useful life	36 months
Ms. Yan Li [Member]
Loan payable - related party		309,181	282,889
Mr. Ireland [Member]
Loan payable - related party		$ 840	$ 840

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ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION (Details Narrative) - USD ($)		3 Months Ended
	Dec. 04, 2015	May 31, 2017	May 31, 2016	Feb. 28, 2017	Dec. 15, 2015
Share based compensation		$ 105,000	$ 105,000
Accrued compensation		$ 769,500		$ 719,250
President [Member]
Annual salary					$ 100,500
Shares issued					100,000
Term of agreement	36 months
Treasurer and secretary [Member]
Annual salary					$ 100,500
Shares issued					100,000
Term of agreement	36 months

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STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	3 Months Ended		15 Months Ended
	May 31, 2017	May 31, 2016	May 31, 2017
Debt Conversion	$ 6,600		$ 59,200
Debt Conversion common stock shares	1,627,777		5,707,137
Fair value reduction for derivatives due to note conversion	$ (12,276)
Issuable stock compensation	$ 105,000	$ 105,000
Two Officers [Member]
Shares issued	50,000		50,000
Issuable stock compensation	$ 105,000