UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended May 31, 2021

☐     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)

10F., Yunfeng Building, No. 478 Wuzhong Rd, Shanghai, China 201103

(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 ☒     NO ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐      NO ☒

As of July 7, 2021, there are 19,548,208 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	5
Item 4.	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	7
SIGNATURES		8

2

PART I – FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

JUBILANT FLAME INTERNATIONAL, LTD.

FOR THE THREE-MONTH PERIODS ENDED May 31, 2021

Index to Unaudited Financial Statements

Contents	Page
Balance Sheets May 31, 2021 and February 28, 2021 (Unaudited)	F-2
Statements of Operations for the Three-Month Periods Ended May 31, 2021 and 2020 (Unaudited)	F-3
Statements of Changes in Stockholders’ Deficit for the Three-Month Periods Ended May 31, 2021and 2020 (Unaudited)	F-4
Statements of Cash Flows for the Three-Month Periods Ended May 31, 2021 and 2020 (Unaudited)	F-5
Notes to the Financial Statements (Unaudited)	F-6

F-1

JUBILANT FLAME INTERNATIONAL, LTD
Balance Sheets
(Unaudited)
	May 31,			February 28,
	2021			2021
ASSETS
Current assets
Cash	$	2,684		$	2,441
Accounts receivable		9,384			9,384
Prepaid expenses		6,000			9,000
Total current assets		18,068			20,825
Total Assets	$	18,068		$	20,825
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	7,000		$	5,500
Due to related party		47,643			47,643
Accrued officer compensation		535,500			535,500
Loan payable - related parties		563,895			551,124
Total current liabilities		1,154,038			1,139,767
Total Liabilities		1,154,038			1,139,767
Stockholders’ Deficit
Common stock, $0.001 par value per share 75,000,000 shares authorized; 19,548,208 and 19,548,208 shares issued and outstanding, respectively		19,548			19,548
Additional paid in capital		2,458,233			2,453,733
Accumulated deficit		(3,613,751	)		(3,592,223	)
Total Stockholders’ Deficit		(1,135,970	)		(1,118,942	)
Total Liabilities and Stockholders’ Deficit	$	18,068		$	20,825

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,
	2021			2020
Sales of goods	$	-		$	-
Total revenue		-			-
Costs and Operating Expenses:
Cost of goods sold		-			-
Operating, selling, general and administrative	$	21,528		$	23,100
Total operating expenses		21,528			23,100
Loss from operations before provision for income tax		(21,528	)		(23,100	)
Provision for income tax:		-			-
Net Loss	$	(21,528	)	$	(23,100	)
Net Loss per share (Basic and fully diluted)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding		19,548,208			19,048,208

The accompanying notes are an integral part of these financial statements

F-3

JUBILANT FLAME INTERNATIONAL, LTD

Statement of Changes in Stockholders’ Deficit

(Unaudited)

	Common Stock				Additional paid in		Accumulated			Total Stockholders’
	Shares		Amount		capital		deficit			Deficit
Balances at February 28, 2021		19,548,208	$	19,548	$	2,453,733	$	(3,592,223	)	$	(1,118,942	)
Shares issued for stock compensation						4,500					4,500
Net loss for the period								(21,528	)		(21,528	)
Balances at May 31, 2021		19,548,208	$	19,548	$	2,458,233	$	(3,613,751	)	$	(1,135,970	)

	Common Stock				Additional paid in		Accumulated			Total Stockholders’
	Shares		Amount		capital		deficit			Deficit
Balances at February 29, 2020		19,048,208	$	19,048	$	2,436,233	$	(3,508,037	)	$	(1,052,756	)
Shares issued for stock compensation						4,500					4,500
Net loss for the period								(23,100	)		(23,100	)
Balances at May 31, 2020		19,048,208	$	19,048	$	2,440,733	$	(3,531,137	)	$	(1,071,356	)

The accompanying notes are an integral part of these financial statements

F-4

JUBILANT FLAME INTERNATIONAL, LTD
Statement of Cash Flows
(Unaudited)
	For the three months ended May 31,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(21,528	)	$	(23,100	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities
Share based compensation		4,500			4,500
Changes in Current Assets and Liabilities:
Account receivable		-			18
Prepaid expense		3,000			3,000
Accounts payable		1,500			(8,084	)
Due to related party		-			8,000
Net cash (used for) operating activities		(12,528	)		(15,666	)
Cash Flows from Financing Activities:
Net proceeds from related party loans		12,771			10,624
Net cash provided by financing activities		12,771			10,624
Net(Decrease) In Cash		243			(5,042	)
Cash at The Beginning Of The Period		2,441			10,628
Cash at The End Of The Period	$	2,684		$	5,586
Supplemental Disclosure
Cash paid for interest		-			-
Cash paid for income tax		-			-

The accompanying notes are an integral part of these financial statements

F-5

JUBILANT FLAME INTERNATIONAL, LTD

Notes to Financial Statements

May 31, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND OPERATIONS

Jubilant Flame International, Ltd. (the “Company”), was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company 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 August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.

From the fourth quarter of the fiscal year ended February 28, 2018, the Company started to market and sell cosmetics products imported from Asia -Acropass Series products – in the United States market. The Company purchased the inventory from a related party company in China. The Company contracted with a third party to operate the online shopping platform and marketing campaign in the United States until January 2020 when it ceased this business.

From the third quarter of the year ended February 29, 2020, the company began providing technical support services for development of new nutrition food products to sell to customers in the United States.

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, 2021, results of operations, changes in stockholders’ equity (deficit) and cash flows for the three month periods ended May 31, 2021 and 2020, 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.

Since the company has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation.

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 of May 31, 2021 the Company had current assets of $18,068, and current liabilities total $1,154,038 resulting in a working capital deficit of $1,135,970. The Company currently has small scale operation activities and has an accumulated deficit of $3,613,751 as of May 31, 2021. 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 business plan in the nutrition product technology support 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 – ACCOUNTS RECEIVABLE

As of May 31, 2021 the Company had an accounts receivable balance of $9,384 compared with $9,384, February 28,2021.

NOTE 5 – PREPAID EXPENSE

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2020 to November 30, 2021. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $6,000 as of May 31, 2021 compared to $9,000 as of February 28, 2021.

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 common stock 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 of May 31, 2021, the Company had a $563,895 loan outstanding with its CEO, Ms. Yan Li. This compares with the outstanding balance of $551,124 for Ms. Yan Li at February 28, 2021. The loans are non-interest bearing, due upon demand and unsecured.

A related party is providing accounting service to the company at an estimated annual service fee of $19,000.

From November 2017, the Company started to purchase cosmetic products from a related party controlled by our CEO. The Company purchased a total of $47,643 of inventory from two related parties which was sold during the year ended February 29, 2020, the accounts payable balance of which is outstanding as of May 31, 2021 and February 28, 2021.

F-7

NOTE 7– ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION

On December 15, 2015, the Company entered into an employment agreement with its president, Ms. Yan Li. The agreement was 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 shall receive an annual salary of $100,500 and 100,000 shares of the Company’s common stock.

On January 15, 2019, the board of the company approved new compensation to its five officers including two new appointed directors. The five directors waived their salary and receive a total of 500,000 shares each year for a term of three years.

As of May 31, 2021, a total of $535,500 had been accrued as salary compensation payable compared to $535,500 at February 28, 2021 to the president only.

During the three months ended May 31, 2021, a total of $4,500 stock compensation had been recorded to the five senior officers compared to $4,500 for the same period in the prior year to five directors.

NOTE 8 – STOCKHOLDERS’ EQUITY

For the quarter ended May 31, 2021, a total of 125,000 equivalent shares valued at $4,500 was recorded as stock compensation expense too be issued at a future date to the president and other four senior officers for their services. It offsets with a same amount of Additional in Capital entry in equity.

NOTE 9 – SUBSEQUENT EVENTS

None

F-8

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

From the fourth quarter of the fiscal year ended February 28, 2018, the Company started to market and sell cosmetics products imported from Asia -Acropass Series products – in the United States market. In the beginning of 2020, the Company ceased the marketing and selling of cosmetic products in the United States.

From the third quarter of the year ended February 29, 2020, the company began providing technical support services for development of new nutrition food products to sell to customers in USA.

Results of Operations

Revenue

We recognized no sales revenue in the three months ended May 31, 2021 compared to zero sales revenue in the three months ended May 31, 2020.

Operating Expenses

For the three months ended May 31, 2021 compared to the three months ended May 31, 2020

The major components of our operating expenses for the three months ended May 31, 2021 and 2020 are outlined in the table below:

	Three Months Ended		Three Months Ended
	May 31,		May 31,
	2021		2020
Officer compensation	$	4,500	$	4,500
Professional fee	$	14,272	$	15,540
OTC service expense and others	$	2,756	$	3,060
Total operating expenses	$	21,528	$	23,100

The $1,572 decrease in our operating costs for the three months ended May 31, 2021 compared to three months ended May 31, 2020, was mainly due to a decrease of $1,268 decrease in professional fee.

Other Expenses

No other expenses incurred during the three-month periods ended May 31, 2021 and 2020.

Net Loss

For the three months ended May 31, 2021, we recognized a net loss of $21,528 compared to the net loss of $23,100 for the corresponding period in 2020.

3

Liquidity and Capital Resources

Working Capital

	May 31, 2021			February 28, 2021
Current Assets	$	18,068		$	20,825
Current Liabilities	$	1,154,038		$	1,139,767
Working Capital Deficit	$	(1,135,970	)	$	(1,118,942	)

As of May 31, 2021, the Company had current assets of $18,068, primarily comprising of cash of $2,684, prepaid expenses of $6,000 and accounts receivable of $9,384, and current liabilities of $1,154,038, resulting in a working capital deficit of $1,135,970. The Company had limited profitable operation activities and has an accumulated deficit of $3,613,751 as of May 31, 2021. 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.

Based on the Company’s current operating plan and global coronavirus pandemic impact , 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 business plan in the nutrition product technology support 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 decreased by $3,138 in the three months ended May 31, 2021of $12,528 compared to the net cash used in operating activities in the three months ended May 31, 2020 of $15,666. The decrease in net cash used in operating activities was primarily the result of a $3,000 decrease in professional fee payment.

Cash Flows from Investing Activities

We did not generate or use any cash from investing activities during the three months ended May 31, 2021 or 2020.

Cash Flows from Financing Activities

Our cash provided by financing activities increased from $10,624 for the three months ended May 31, 2020 to $12,771 for the three months ended May 31, 2021. In both periods, cash was provided by the way of loans from related parties.

Future Financing

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.

4

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. The company adopted the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. The company adopted the new standard effective March 1, 2021 and doesn’t have any equity security investment now.

Off Balance Sheet Arrangements

As of May 31, 2021, 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.

5

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We were not subject to any legal proceedings during the three months ended May 31, 2021, 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.

6

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 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 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.

7

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 7, 2021	By:	/s/ Yan Li
		Yan Li
		President, Chief Executive Officer (Principal Executive Officer) and Director
Date: July 7, 2021	By:	/s/ Lei Wang
		Lei Wang
		(Principal Financial Officer) and Director

8