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Jubilant Flame International, Ltd - Quarter Report: 2016 May (Form 10-Q)

jfil_10q.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 2016

 

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

 

Commission file number 333-173456

 

Jubilant Flame International, LTD

(Exact name of registrant as specified in its charter)


Nevada
(State or other jurisdiction of incorporation or organization)

 

2293 Hong Qiao Rd., Shanghai, China 200336

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

 

+ 86 21 64748888

(Registrant's telephone number, including area code)

 

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

  

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

 

As of July 11, 2016, there are 8,792,207 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

 

 

3

 

Item 2.

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

 

 

12

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

15

 

Item 4.

Controls and Procedures

 

 

15

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

16

 

Item 1A.

Risk Factors

 

 

16

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

16

 

Item 3.

Defaults Upon Senior Securities

 

 

16

 

Item 4.

Mine Safety Disclosures

 

 

16

 

Item 5.

Other Information

 

 

16

 

Item 6.

Exhibits

 

 

17

 

SIGNATURES

 

 

18

 

 

 
2
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

JUBILANT FLAME INTERNATIONAL LTD

FOR THE THREE MONTH PERIOD ENDED MAY 31, 2016 AND 2015

 

Index to Unaudited Financial Statements

 

Contents

Page (s)

 

 

 

 

Balance Sheets at May 31, 2016 and February 29, 2016 (unaudited)

4

Statements of Operations for the Three Month Periods Ended May 31, 2016 and 2015 (Unaudited)

5

Statements of Cash Flows for the Three Month Periods Ended May 31, 2016 and 2015 (Unaudited)

6

Notes to the Financial Statements (Unaudited)

7

 

 
3
 

 

JUBILANT FLAME INTERNATIONAL, LTD

Balance Sheets

(Unaudited)

 

 

 

May 31,

 

 

February 29,

 

 

 

2016

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$313

 

 

$4,998

 

Prepaid expenses

 

 

5,625

 

 

 

5,625

 

Total current assets

 

 

5,938

 

 

 

10,623

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Security deposit

 

 

2,000

 

 

 

2,000

 

Website net of $6,944 and $4,861 of amortization, respectively

 

 

18,056

 

 

 

20,139

 

Total other assets

 

 

20,056

 

 

 

22,139

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$25,994

 

 

$32,762

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$9,494

 

 

$9,494

 

Accrued officer compensation

 

 

568,500

 

 

 

518,250

 

Loan payable - related parties

 

 

235,840

 

 

 

224,473

 

Total current liabilities

 

 

813,834

 

 

 

752,217

 

 

 

 

 

 

 

 

 

 

Convertible note net of debt discount of $48,814

 

 

11,186

 

 

 

6,315

 

Derivative liability

 

 

83,768

 

 

 

83,049

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

908,788

 

 

 

841,581

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 and 8,678,571 shares issued and outstanding respectively

 

 

8,679

 

 

 

8,679

 

Additional paid in capital

 

 

1,027,949

 

 

 

922,949

 

Accumulated deficit

 

 

(1,919,422)

 

 

(1,740,447)

Total Stockholders' Deficit

 

 

(882,794)

 

 

(808,819)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$25,994

 

 

$32,762

 

 

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

 

 
4
 

 

 

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Operations

(Unaudited)

 

 

 

Three Months 

 

 

Three Months 

 

 

 

Ended 

 

 

Ended 

 

 

 

May 31,
2016 

 

 

May 31,
2015 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

General and administrative

 

$173,385

 

 

$51,037

 

Total operating expenses

 

 

173,385

 

 

 

51,037

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(173,385)

 

 

(51,037)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Change in derivatives liability

 

 

(719)

 

 

-

 

Debt discount amortization expense

 

 

(4,871)

 

 

-

 

Other income (expense) net

 

 

(5,590)

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(178,975)

 

$(51,037)

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

(Basic and fully diluted)

 

 

 

 

 

 

 

 

Total operations

 

$(0.02)

 

$(0.01)

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

8,678,571

 

 

 

8,500,000

 

 

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

 

 
5
 

 

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows

(Unaudited)

 

 

 

Three Months 

 

 

Three Months 

 

 

 

Ended 

 

 

Ended 

 

 

 

May 31,
2016 

 

 

May 31,
2015 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$(178,975)

 

$(51,037)

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

 

 

 

 

 

 

 

 

Website amortization

 

 

2,083

 

 

 

-

 

Debt discount amortization

 

 

4,871

 

 

 

 

 

Change in derivative liability

 

 

719

 

 

 

 

 

Issuable stock compensation

 

 

105,000

 

 

 

 

 

Changes in

 

 

 

 

 

 

 

 

Accounts payable

 

 

-

 

 

 

425

 

Accrued officer's compensation

 

 

50,250

 

 

 

39,000

 

Net cash used in operating activities

 

 

(16,052)

 

 

(11,612)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Net proceed from related party loans

 

 

11,367

 

 

 

11,612

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) In Cash

 

 

(4,685)

 

 

-

 

Cash at beginning of period

 

 

4,998

 

 

 

4,988

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$313

 

 

$4,988

 

 

 

 

 

 

 

 

 

 

Schedule of Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

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

 

 
6
 

 

JUBILANT FLAME INTERNATIONAL, LTD

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MAY 31, 2016 AND MAY 31, 2015

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Jubilant Flame International, Ltd. (the "Company"), was formed on September 29, 2009 under the name Liberty Vision, Inc.

 

On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD ("Rubyfield"), a company organized under the laws of Hong Kong, whereby the Company is Rubyfield's exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company's president, Ms. Yan Li, is also president of, and exercises control over Rubyfield.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Interim Financial Information

 

Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of May 31, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the three month periods ended May 31, 2016 and 2015, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K.

  

 
7
 

 

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 May 31, 2016 the Company had current assets of $5,938, and current liabilities total $813,834 resulting in a working capital deficit of $807,896. The Company currently has no profitable trading activities and has an accumulated deficit of $1,919,422 as at May 31, 2016. This raises substantial doubt about the Company's ability to continue as a going concern. 

 

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

  

 
8
 

 

NOTE 4 – CONVERTIBLE DEBT

 

On December 9, 2016, 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, 2016 amounted to $9,212.

 

Description

 

31-May-
2016

 

 

31-May-
2015

 

One convertible promissory note in amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices of 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares.

 

$60,000

 

 

$-

 

Less: debt discount

 

 

(58,026)

 

 

-

 

Less: conversions

 

 

-

 

 

 

-

 

Add: amortization of debt discount

 

 

9,212

 

 

 

-

 

Balance of convertible debt, net

 

 

11,186

 

 

 

-

 

Less: current portion

 

 

-

 

 

 

-

 

Long-term convertible debt, net

 

$11,186

 

 

$-

 

 

Debt Discount

 

By the three months ended May 31, 2016, the Company has recorded debt discounts totaling $58,026.

 

The Company amortized total debt discount of $9,212 by the three months ended May 31, 2016.

 

Debt discount consisted of the following at May 31, 2016:

 

 

 

May 31,
2016

 

 

 

 

 

Debt discount

 

$58,026

 

Accumulated amortization of debt discount

 

 

(9,212)

Debt discount - net

 

$48,814

 

 

 
9
 

 

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, 2016:

 

Derivative liabilities - February 29, 2016

 

$83,049

 

Add fair value at the commitment date for convertible notes issued during the current quarter

 

 

-

 

Fair value mark to market adjustment for derivatives

 

 

719

 

Derivative liabilities - May 31, 2016

 

 

83,768

 

Less: current portion

 

 

-

 

Long-term derivative liabilities

 

$83,768

 

 

The Company recorded 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. The Company recorded derivative interest expenses for the three months ended May 31, 2016 of 0 and change in derivatives liability of $719.

 

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 year:

 

Assumption

 

Commitment

Date

 

 

Re-measurement

Date

 

Expected dividends:

 

 

0%

 

 

0%

Expected volatility:

 

 

45%

 

 

79.39%

Expected term (years):

 

 

3

 

 

 

2.52

 

Risk free interest rate:

 

 

1.22

%

 

 

1.03

%

 

 
10
 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

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

 

As at May 31, 2016, the Company had a $228,000 loan outstanding with the shareholder of the Company and a loan of $7,840 with the treasurer and secretary of the Company. This compares with the outstanding balance of $216,474 for the shareholder and $8,000 for the treasurer at February 29, 2016. The loans are non-interest bearing, due upon demand and unsecured.

 

NOTE 6 – ACCRUED OFFICER COMPENSATION

 

As at May 31, 2016, a total of $568,500 had been accrued as compensation payable to the two officers compared to $518,250 at February 29, 2016.

  

NOTE 7 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, "Subsequent Events", the Company has analyzed its operations subsequent to May 31, 2016 to July 14, 2016, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except following:

 

On June 30, 2016, a holder of the Company's convertible debt elected to convert a portion of that debt into 113,636 shares of the Company's common stock.

   

 
11
 

 

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

 

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

 

Our Business

 

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

 

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

 

Results of Operations 

 

For the three months ended May 31, 2016 compared to the three months ended May 31, 2015

 

Revenue

 

We recognized no revenue in the three months ended May 31, 2016 and 2015 as we have not commenced operations as yet. 

 

 
12
 

 

Operating Expenses

 

The major components of our operating expenses for the three months ended May 31, 2016 and 2015 are outlined in the table below: 

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

May 31

 

 

May 31

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Officer compensation

 

$155,250

 

 

$39,000

 

Professional fees

 

$8,259

 

 

$12,037

 

Rent

 

$6,000

 

 

 

 

 

Web amortization expense

 

$2,083

 

 

 

 

 

Office expense and other

 

$1,792

 

 

 

 

 

Total operating expenses

 

$173,385

 

 

$51,037

 

 

The $122,348 increase in our operating costs for the three months ended May 31, 2016 compared to three months ended May 31, 2015, was mainly due to the $116,250 increase in officers' compensation, $6,000 increase in rent, $2,083 increase in website amortization. The increases were partially offset by $3,778 decrease in professional fees.

 

Other Expenses

 

Other expenses increased to $5,590 for the three months ended May 31, 2016, from $0 for the three months ended May 31, 2015. Other expenses consisted primarily of $4,871 debt discount amortization expense and $719 of change in derivatives liability. The debt discount amortization and interest expense increase is due to a convertible promissory note issued on December 9, 2015.

 

Net Loss 

 

For the three months ended May 31, 2016, we recognized a net loss of $178,975 compared to the net loss of $51,037 for the corresponding period in 2015. 

 

 Liquidity and Capital Resources

 

Working Capital 

 

 

 

May 31,
2016

 

 

February 29,
2016 

 

Current Assets 

 

$5,938

 

 

$10,623

 

Current Liabilities 

 

$813,834

 

 

$752,217

 

Working Capital Deficit 

 

$(807,896)

 

$(741,594)

 

 
13
 

 

As at May 31, 2016, the Company had current assets, comprising of cash of $313 and prepaid expenses of $5,625, and current liabilities of $813,834 resulting in a working capital deficit of $807,896. The Company currently has no profitable trading activities and has an accumulated deficit of $1,919,422 as at May 31, 2016. This raises substantial doubt about the Company's ability to continue as a going concern. 

 

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

 

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

 

Cash Flow for the three months ended May 31, 2016 compared to the three months ended May 31, 2015

 

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

 

 

 

Three months Ended May 31,
2016

 

 

Three Months Ended May 31,
2015

 

Cash provided by (used in) operating activities 

 

$(16,052)

 

$(11,612)

Cash used in investing activities 

 

 

0

 

 

 

0

 

Cash provided by financing activities 

 

 

11,367

 

 

 

11,612

 

Net increase (decrease) in cash 

 

$(4,685)

 

$0

 

 

Cash Flows from Operating Activities

 

Our net cash used in operating activities increased by $4,440 in the three months ended May 31, 2016 compared to that in the three months ended May 31, 2015, representing an increase of 38.2%. The increase in net cash used in operating activities was primarily the result of new rent expense of $6,000 during the three months ended May 31, 2016 as compared to $0 during the three months ended May 31, 2015. 

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the three months ended May 31, 2016 or 2015. 

 

Cash Flows from Financing Activities

 

Our cash provided by financing activities decreased from $11,612 for the three months ended May 31, 2015 to $11,367 for the three months ended May 31, 2016. In both periods, cash was provided by way of loans from related parties.

 

 
14
 

 

Future Financings 

 

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

 

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

 

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

 

Recent Accounting Pronouncements

 

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

 

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

 

Off Balance Sheet Arrangements

 

As of May 31, 2016, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective. Our management reached the conclusion that our disclosure controls and procedures were not effective and as a result the filings for yearend were delayed. 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 May 31, 2016 or 2015, respectively, and currently we are not involved in any pending litigation or legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

 No unregistered sales of equity were completed in the three months ended May 31, 2016 or 2015, respectively. On July 28, 2015, in consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture Partners, LLC, we issued 178,571 shares of our common stock to Premier Venture.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

No senior securities were issued and outstanding during the three months ended May 31, 2016 or 2015, respectively.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable to our Company.

 

ITEM 5. OTHER INFORMATION.

 

In June, JFIL has commenced negotiations to lease a parcel of land in Canada that will house a Golf course and a wellness center. This will enable JFIL not only generate revenue immediately but will be a center to show all of our products in one location. Negotiations should be completed by the end of next quarter. 

 

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

31.2

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

32.1

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

32.2

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

01.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

________________

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

 

 
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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: July 14, 2016

By:/s/ Yan Li

 

 

Yan Li

 
  President and Director 

  

 

 

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