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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended November 30, 2017

 

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

 

Commission file number 333-173456

 

Jubilant Flame International, LTD

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

2293 Hong Qiao Rd., Shanghai, China 200336

(Address of principal executive offices, including zip code.)

 

+ 86 21 64748888

(Registrant's telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

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 January 9, 2018, there are 18,385,708 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 AND NINE MONTH PERIODS ENDED NOVEMBER 30, 2017 AND 2016

 

Index to Unaudited Financial Statements

 

Contents

Page

Balance Sheets November 30, 2017 and February 28, 2017 (Unaudited)

F-2

Statements of Operations for the Three and Nine Month Periods Ended November 30, 2017 and 2016 (Unaudited)

F-3

Statements of Changes in Stockholders’ Deficit for the Nine Months Ended November 30, 2017 (Unaudited)

F-4

Statements of Cash Flows for the Nine Month Periods Ended November 30, 2017 and 2016 (Unaudited)

F-5

Notes to the Financial Statements (Unaudited)

F-6

 

F-1

 

JUBILANT FLAME INTERNATIONAL, LTD

Balance Sheets

(Unaudited)

 

 

 

November 30,

 

 

February 28,

 

 

 

2017

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 7,394

 

 

$ 3,653

 

Prepaid expenses

 

 

10,000

 

 

 

7,188

 

Total current assets

 

 

17,394

 

 

 

10,841

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Security deposit

 

 

2,000

 

 

 

2,000

 

Website net of $19,444 and $13,194 of amortization, respectively

 

 

5,556

 

 

 

11,806

 

Total other assets

 

 

7,556

 

 

 

13,806

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 24,950

 

 

$ 24,647

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ -

 

 

$ 575

 

Accrued officer compensation

 

 

435,000

 

 

 

719,250

 

Loan payable - related parties

 

 

420,488

 

 

 

283,729

 

Total current liabilities

 

 

855,488

 

 

 

1,003,554

 

 

 

 

 

 

 

 

 

 

Convertible note net of debt discount of $0 and $4,238, respectively

 

 

-

 

 

 

3,162

 

Derivative liability

 

 

-

 

 

 

9,156

 

Total Liabilities

 

 

855,488

 

 

 

1,015,873

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share

 

 

 

 

 

 

 

 

75,000,000 shares authorized; 18,385,708 and

 

 

 

 

 

 

 

 

16,557,931 shares issued and outstanding, respectively

 

 

18,386

 

 

 

16,558

 

Additional paid in capital

 

 

2,206,645

 

 

 

1,513,757

 

Accumulated deficit

 

 

(3,055,570 )

 

 

(2,521,541 )

Total Stockholders' Deficit

 

 

(830,538 )

 

 

(991,226 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$ 24,950

 

 

$ 24,647

 

 

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

 

F-2
Table of Contents

 

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Operations

(Unaudited)

 

 

 

For the three months ended

 

 

For the nine months ended

 

 

 

November 30,

 

 

November 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$ 171,429

 

 

$ 181,705

 

 

$ 526,351

 

 

$ 553,599

 

Total operating expenses

 

 

171,429

 

 

 

181,705

 

 

 

526,351

 

 

 

553,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(171,429 )

 

 

(181,705 )

 

 

(526,351 )

 

 

(553,599 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change and gain in derivatives liability

 

 

-

 

 

 

21,827

 

 

 

(3,120 )

 

 

3,407

 

Debt discount amortization expense

 

 

-

 

 

 

(8,223 )

 

 

(4,238 )

 

 

(46,382 )

Interest expense

 

 

-

 

 

 

 

 

 

 

(320 )

 

 

 

 

Other income (expense) net

 

 

-

 

 

 

(30,050 )

 

 

(7,678 )

 

 

(42,975 )

Income (loss) from continuing operations before provision for income taxes

 

 

(171,429 )

 

 

(211,755 )

 

 

(534,028 )

 

 

(596,574 )

Provision for income tax:

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income( loss)

 

$ (171,429 )

 

$ (211,755 )

 

$ (534,028 )

 

$ (596,574 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Basic and fully diluted)

 

$ (0.01 )

 

$ (0.02 )

 

$ (0.03 )

 

$ (0.06 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

18,360,983

 

 

 

13,125,872

 

 

 

18,233,937

 

 

 

10,345,963

 

 

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

 

 
F-3
 
Table of Contents

 

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Changes in Stockholders' Deficit

(Unaudited)

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

paid in

 

 

Accumulated

 

 

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

 

Officer accrued compensation forgiven upon resignation

 

 

 

 

 

 

 

 

 

 

410,715

 

 

 

 

 

 

 

410,715

 

Officer shares cancelled upon resignation

 

 

(175,000 )

 

 

(175 )

 

 

175

 

 

 

 

 

 

 

-

 

Shares issued for stock compensation

 

 

375,000

 

 

 

375

 

 

 

264,750

 

 

 

 

 

 

265,125

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(534,028 )

 

 

(534,028 )

Balances at November 30, 2017

 

 

18,385,708

 

 

$ 18,386

 

 

$ 2,206,645

 

 

$ (3,055,570 )

 

$ (830,538 )

 

The accompanying notes are an integral part of these financial statements

 

 
F-4
 
Table of Contents

  

 

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows

(Unaudited)

 

 

 

For the nine months ended November 30,

 

 

 

2017

 

 

2016

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net income (loss)

 

$ (534,028 )

 

$ (596,574 )

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

 

 

 

 

 

 

 

 

Website amortization

 

 

6,250

 

 

 

6,249

 

Debt discount amortization

 

 

4,238

 

 

 

46,382

 

Change in derivatives liability

 

 

4,362

 

 

 

(3,407 )

Derivatives extinguishment gain

 

 

(1,242 )

 

 

-

 

Stock compensation

 

 

265,125

 

 

 

315,700

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

Prepaid expense

 

 

(2,812 )

 

 

4,375

 

Accounts payable

 

 

(575 )

 

 

(9,494 )

Accrued officer's compensation

 

 

125,625

 

 

 

150,750

 

Net cash provided by (used for) operating activities

 

 

(133,057 )

 

 

(94,769 )

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

Net proceeds from related party loans

 

 

137,598

 

 

 

98,937

 

Debt payments

 

 

(800 )

 

 

-

 

Net cash provided by (used for) financing activities

 

 

136,798

 

 

 

98,937

 

Net Increase (Decrease) In Cash

 

 

3,741

 

 

 

(4,169 )

 

 

 

 

 

 

 

 

 

Cash At The Beginning Of The Period

 

 

3,653

 

 

 

4,998

 

Cash At The End Of The Period

 

$ 7,394

 

 

$ 9,167

 

 

 

 

 

 

 

 

 

 

Schedule of Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Convertible note reduction from note conversions

 

$ (6,600 )

 

$ (48,800 )

Derivative liability reduction with note conversions

 

$ (12,276 )

 

$ (66,643 )

Officer debt forgiveness and shares cancelled

 

$ (410,890 )

 

$ (49,000 )

 

 

 

 

 

 

 

 

 

Supplemental Disclosure

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ 320

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

The accompanying notes are an integral part of these financial statements

 
 
F-5
 
Table of Contents

 

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. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

 

Since third quarter of 2017, the company has been planning to sale Acropass series cosmetic products in USA market, and hired a marketing company to take promotion campaign for related products.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

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

 

Interim Financial Information

Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of November 30, 2017, results of operations, changes in stockholders' equity (deficit) and cash flows for the nine month periods ended November 30, 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.

 
 
F-6
 
Table of Contents

 

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.

 

NOTE 3 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at November 30, 2017 the Company had current assets of $17,394, and current liabilities total $855,488 resulting in a working capital deficit of $838,095. The Company currently has no profitable trading activities and has an accumulated deficit of $3,055,570 as at November 30, 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, 2017 to November 30, 2018. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $10,000 as of November 30, 2017.

 

NOTE 5 – CONVERTIBLE DEBT

 

On December 9, 2015, the Company issued a convertible note of $60,000 which was determined to contain embedded conversion features required to be bifurcated from the host contract and reported at fair value. During the second quarter ended at August 31, 2017, the company paid off the remaining outstanding note balance in full plus 140% interest. As a result, the convertible note balance net of discount amortization as of November 30, 2017 was zero.

 
 
F-7
 
Table of Contents

 

The holder of the convertible note converted $52,600 and $6,600 of principal into 4,079,360 and 1,627,777 common shares during the year end February, 2017 and nine month end November 30, 2017 respectively. The following is a summary of the debt conversions:

 

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

 

Total year ended 2-28-17

 

$ 52,600

 

 

 

4,079,360

 

 

 

 

 

16-Mar-17

 

 

2,900

 

 

 

805,555

 

 

 

0.0036

 

7-Apr-17

 

 

3,700

 

 

 

822,222

 

 

 

0.0045

 

Total period ended 9-30-2017

 

$ 6,600

 

 

 

1,627,777

 

 

 

 

 

 

The following is the summary of outstanding convertible note balances

 

Description

 

Nov 30, 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

 

$ 800

 

 

$ 7,400

 

Less: debt discount

 

 

-

 

 

 

(4,238 )

Less: debt payoff

 

 

(800 )

 

 

-

 

Total

 

 

-

 

 

 

3,162

 

Less: current portion

 

 

-

 

 

 

-

 

Long-term convertible debt, net

 

$ -

 

 

$ 3,162

 

 

Debt Discount

 

During the nine months ended November 30, 2017 and the year ended February 28, 2017, the Company recorded debt discounts totaling $-0- and $4,238, respectively.

 
 
F-8
 
Table of Contents

 

The Company amortized $4,238 and $49,448 during the nine months ended November 30, 2017 and the year ended February 28, 2017, respectively, to amortization of debt discount.

 

 

 

As of

 

 

As of

 

 

 

30-Nov-17

 

 

28-Feb-17

 

 

 

 

 

 

 

 

Debt discount

 

$ 58,026

 

 

$ 58,026

 

Accumulated amortization of debt discount

 

 

(58,026 )

 

 

(53,788 )

Debt discount - net

 

$ -

 

 

$ 4,238

 

 

Derivative Liabilities

 

The following schedule shows the fair value of the derivative liabilities during the nine month periods ended November 30, 2017 and year end February 28, 2017:

 

As of nine month period ended November 30, 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

 

 

4,362

 

Derivatives extinguishment due to debt payoff

 

 

(1,242 )

Derivative liabilities – November 30, 2017

 

 

-

 

Less: current portion

 

 

-

 

Long-term derivative liabilities November 30, 2017

 

$ -

 

 

As of year ended February 28, 2017

 

Derivative liabilities - February 28, 2016

 

$ 83,049

 

Add fair value at the commitment date for convertible notes issued during year end February 28, 2017

 

 

-

 

Fair value reduction for derivatives due to note conversion

 

 

(76,387 )

Fair value mark to market adjustment for derivatives

 

 

2,494

 

Derivative liabilities – February 28, 2017

 

 

9,156

 

Less: current portion

 

 

-

 

Long-term derivative liabilities February 28, 2017

 

$ 9,156

 

 

During the nine months ended November 30, 2017, the Company recorded change in derivatives liability of $4,362 and reduction of derivatives liability of $12,276 due to conversion and derivatives extinguishment of $1,242 due to debt payoff. During the nine months ended November 30, 2016, the Company recorded change in derivatives liability of $3,407 and reduction of derivatives liability of $66,643 due to conversion .

 
 
F-9
 
Table of Contents

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following assumptions during the three-month period ended November 30, 2017:

 

 

 

Commitment

 

 

Re-measurement

 

Assumption

 

Date

 

 

Date

 

Expected dividends:

 

 

0 %

 

 

0 %

Expected volatility:

 

 

45 %

 

203.7%~245.3

%

Expected term (years):

 

 

3

 

 

1.39~1.73

 

Risk free interest rate:

 

 

1.22 %

 

1.19%~1.35

%

 

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.

 

On August 30, 2017, Mr. Robert Ireland resigned as Secretary/Treasurer of the company. Additionally, upon his resignation, he surrendered all outstanding equity compensation to the company and agreed to cancel all outstanding debt of $840 of the company that was owed to him for past compensation.

 

As at November 30, 2017, the Company had a $420,488 loan outstanding with its CEO, Ms. Yan Li and $-0- with its former 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 is being amortized over 36 months at the rate of $694 per month.

 

A related party is providing accounting service to the company, at an estimated annual service fee of $16,000.

 

NOTE 7 – ACCRUED OFFICER 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.

 

On August 30, 2017, Mr. Robert Ireland resigned as Secretary/Treasurer of the company. Additionally, upon his resignation, he surrendered all outstanding equity compensation to the company and agreed to cancel all outstanding debt of the company that was owed to him for past compensation in the amount of $409,875.

 

As of November 30, 2017, $435,000 is reflected as accrued compensation payable to Ms. Yan Li and as of February 28, 2017 $359,625 was reflected as accrued compensation to each officer for a total accrual of $719,250.

 
 
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NOTE 8 – STOCKHOLDERS EQUITY

 

During the quarter ended August 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, derivative liability was reduced by $12,276 at August 31, 2017.

 

On August 30, 2017, Mr. Lei Wang was appointed as the Chief Financial Officer by the company’s Board of Directors. Mr. Wang will be paid stock compensation time to time base on business progress. Mr. Wang was also granted 200,000 shares of restricted common stock at the time of his appointment, which vests immediately. The restricted stock has a value of $2,100 based on stock market price of $0.0105 per share at stock grant date.

 

On August 30, 2017, Mr. Kecheng Xu was appointed as Secretary/Treasurer by the company’s Board of Directors, effective immediately. Mr. Xu will be paid stock compensation time to time based on business progress. Mr. Xu was granted 50,000 shares of restricted common stock at the time of his appointment. The restricted stock has a value of $525 base on stock market price of $0.0105 per share at stock grant date.

 

For the nine-month periods ended November 30, 2017 and 2016, a total of $262,500 and $315,000, respectively has been recorded as share based compensation to Yan Li and Robert Ireland for 50,000 and 75,000 shares, respectively based on their December 2015 employment agreements.

 

During the nine-month period ended November 30, 2017, 175,000 granted shares valued at $367,500 have been canceled as stock compensation to Mr. Robert Ireland upon his resignation with the par value of $175 reducing the balance of common stock outstanding.

 

NOTE 9 – SUBSEQUENT EVENT

 

None.

 
 

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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.

 

The company began to marketing and sale Acropass series cosmetic products in USA market from the December 2017. The company is purchasing the products from a common owner control company in china and promoting sales through Amazon in USA market.

 

Results of Operations

 

Revenue

 

We recognized no revenue in the three and nine months ended November 30, 2017 and 2016 as we have not commenced operations as yet.

 
 
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Operating Expenses

 

For the three months ended November 30,2017 compared to the three months ended November 30,2016

 

The major components of our operating expenses for the three months ended November 30, 2017 and 2016 are outlined in the table below:

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

Nov 30,

 

 

Nov 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Officer compensation

 

$ 77,625

 

 

$ 155,950

 

Professional fee

 

 

88,379

 

 

 

13,800

 

Rent

 

 

-

 

 

 

6,000

 

Office expense

 

 

1,154

 

 

 

1,059

 

Web Amortization expense

 

 

2,083

 

 

 

2,083

 

OTC Filing fees

 

 

2,188

 

 

 

2,813

 

Total operating expenses

 

$ 171,429

 

 

$ 181,705

 

 

The $10,276 decrease in our operating costs for the three months ended November 30, 2017 compared to three months ended November 30, 2016, was mainly due to the $78,325 decrease in officer compensation offset with $74,578 increase in professional expense of marketing and decrease of $6,000 in rent expense.

 

For the nine months ended November 30,2017 compared to the nine months ended November 30,2016

 

The major components of our operating expenses for the nine months ended November 30, 2017 and 2016 are outlined in the table below:

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

Nov 30,

 

 

Nov 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Officer compensation

 

$ 390,750

 

 

$ 467,040

 

Transfer agent

 

 

4,867

 

 

 

6,142

 

Edgar filing fees

 

 

2,346

 

 

 

5,097

 

OTC service fees

 

 

7,188

 

 

 

5,625

 

Rent

 

 

6,000

 

 

 

18,000

 

Office expense

 

 

3,668

 

 

 

2,280

 

Web Amortization expense

 

 

6,250

 

 

 

6,250

 

Legal fees

 

 

3,760

 

 

 

3,281

 

Accounting fees

 

 

24,025

 

 

 

27,384

 

Marketing expense

 

 

77,497

 

 

 

12,500

 

Total operating expenses

 

$ 526,351

 

 

$ 553,599

 

 

The $27,248 decrease in our operating costs for the nine months ended November 30, 2017 compared to nine months ended November 30, 2016, was mainly due to $76,290 decrease of officer compensation offset with $64,997 increase of marketing expense, and the $12,000 decrease in rent expense.

 
 
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Other Expenses

 

Other expenses decreased to zero for the three months ended November 30, 2017, from $30,050 for the three months ended November 30, 2016. Other expenses consisted primarily of $21,827 decrease in change and gain in derivatives liability and $8,223 in debt discount amortization expense.

 

Other expenses decreased to $7,678 for the nine months ended November 30, 2017, from $42,975 for the nine months ended November 30, 2016. Other expenses consisted primarily of $46,382 in debt discount amortization expense and offset by $3,407 of change in derivatives liability.

 

The debt discount amortization decrease is due to conversion from a convertible promissory note issued on December 9, 2015.

 

Net Loss

 

For the three months ended November 30, 2017, we recognized a net loss of $171,429 compared to the net loss of $211,755 for the corresponding period in 2016.

 

For the nine months ended November 30, 2017, we recognized a net loss of $534,028 compared to the net loss of $596,574 for the corresponding period in 2016.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

November 30, 2017

 

 

February 28, 2017

 

 

 

 

 

 

 

 

Current Assets

 

$ 17,394

 

 

$ 10,841

 

Current Liabilities

 

$ 855,488

 

 

$ 1003,554

 

Working Capital Deficit

 

$ (838,095 )

 

$ (992,713 )

 

As of November 30, 2017, the Company had current assets, comprising of cash of $7,394 and prepaid expenses of $10,000, and current liabilities of $855,488, resulting in a working capital deficit of $838,095. The Company had no profitable trading activities and has an accumulated deficit of $3,055,570 as at November 30, 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.

 

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 $38,289 in the nine months ended November 30, 2017 compared to the net cash used in operating activities in the nine months ended November 30, 2016, representing an increase of 40%. The increase in net cash used in operating activities was primarily the result of a $64,997 increase in marketing expense and $12,000 decrease in rent expense.

 
 
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Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the nine months ended November 30, 2017 or 2016.

 

Cash Flows from Financing Activities

 

Our cash provided by financing activities increased from $98,937 for the nine months ended November 30, 2016 to $136,798 for the nine months ended November 30, 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.

 

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

 

Off Balance Sheet Arrangements

 

As of November 30, 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.

 
 
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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three months ended November 30, 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.

 
 
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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

 

 

 

01.INS **

 

XBRL Instance Document

 

 

 

101.SCH **

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL **

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF **

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB **

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE **

 

XBRL Taxonomy Extension Presentation Linkbase Document

_____________

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

 
 
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SIGNATURES

 

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

 

 

 

JUBILANT FLAME INTERNATIONAL LTD

 

 

 

 

 

Date: January 9, 2018

By:

/s/ Yan Li

Yan Li

President, Chief Executive Officer (Principal Executive Officer) and Director

Date: January 9, 2018

By:

/s/ Lei Wang

Lei Wang

Chief Financial Officer and Director

 

 

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