Jubilant Flame International, Ltd - Annual Report: 2017 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended February 28, 2017

OR

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

Commission file number 333-173456

Nevada

(State of 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)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 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-T (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

There was no active public trading market for the common stock. Based on recorded trades as of August 31, 2016, the aggregate market value of common stock held by non-affiliates was $293,117.

As of May 5, 2017, there are 18,185,708 shares of common stock issued and outstanding.

TABLE OF CONTENTS

JUBILANT FLAME INTERNATIONAL, LTD.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to "common stock" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", the "Company", the ''Registrant", and "Jubilant Flame" mean Jubilant Flame International, LTD. unless otherwise indicated.

Description of Business

Jubilant Flame International, LTD was organized in the state of Nevada on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients through a wholly owned subsidiary until December 5, 2012, when the Company disposed of its subsidiary to a shareholder for a nominal sum. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong, LTD. On August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.

Proposed business:

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

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

The Company is also licensed to conduct research and development of BioMark's cancer detection scanning technology. In the event that the research and development of BioMark's cancer detection scanning technology provides marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

Licensed Products:

The primary Licensed Products include the following BIAB and VSD products:

Bone-Induction Artificial Bone

BIAB is a bionic porous repairing bone material which is made of calcium phosphate through a special process. Its composition and structure is similar to the natural minerals of human bone, which stands out for its predominant biocompatibility, biological activity and biological safety. BIAB helps to absorb human bone morphogenetic proteins and regulates genetic functions to induct bone regeneration, shorten convalescence, and meet the goal of permanently repairing bone damage. The advanced artificial bone material is used: (i) in repairing traumatic bone damage; (ii) in repairing bone damage after the complete removal of bone tissue as required in the treatment of certain diseases including bone tumors, bone tuberculosis, chronic osteomyelitis, osteofibrous dysplasia, delayed union, nonunion, and false joint fractures; (iii) for treatment of bone loss or bone defects caused by congenital malformation; (iv) as a filling material for spinal fusion, joint fusion, and orthopedic bone grafting; and (v) as a filling material for bone grafting fusion and decompressive laminectomy.

BIAB has completed over 200 animal tests, 5000 clinical trials, and was approved by the State Food and Drug Administration of China ("SFDA") in 2006. The BIAB won the second prize in the 2007 National Natural Science Award of China.

Product Characteristics:

BIAB’s three-dimensional support structure and its physical and chemical composition are similar to the body's natural bone structure and composition. BIAB can help lead the fibrous tissue and bone marrow stromal stem cells to grow into the pores of the BIAB material. It can therefore obtain the essential multipotent mesenchymal cells for bone formation and provide a growth support of cells.

The human body fluid contains bone morphogenetic proteins and other growth factors, but the content of those growth factors is not enough to cause the induction of bone formation. The specific composition and structure of BIAB provide the growth factor with binding sites. The material implanted can selectively enrich and help the absorption of the bone growth factors in the blood and fluids of human body. The implantation of growth factor in the microenvironment induces mesenchymal cells to the osteoblasts differentiation and new bone growth threshold. Under the synergistic effect of bone induction signaling molecules and biological environment, BIAB can promote bone gene up-regulation, enhance down-stream gene function, and regulate cell movement in the direction of bone differentiation.

As the cells and nutrients transfer through the porous structure, the BMP growth factors cause the formation and maturation of new bone within the BIAB. The implanted material is thus gradually replaced with new bone, and the new bone finishes growth and ossification.

We believe that the BIAB material provides several benefits:

We believe that the BIAB compare favorably with other bone reparation products:

Comparison with similar products:

Vacuum Sealing Drainage

Vacuum Sealing Drainage (“VSD”) was approved by the SFDA in 2006. It is made of polyvinyl alcohol aqueous gelatin foam: a three-dimensional porous structure, which is non-ciliated, and exhibits strong water absorption characteristics. It is hydrophilic and has excellent thermal insulation capabilities as compared with other vacuum sealing drainage specialty foams. VSD has good histocompatibility and will not adhere to a wound. VSD aids skin creation around a wound bed with minimal vulnus. The dressing material acts as a drug carrier with strong bactericidal characteristics, and the gelatin protein promotes the growth of granulation, accelerating wound healing. It can be used in the surgery for burns, orthopedics, trauma repair, and plastic and general surgery.

Product Characteristics:

We believe that the VSD provides the following advantages:

Below is what we believe to be fair comparisons with previous and other technologies:

Cancer Detection Scanning Technology

The Company also is licensed to conduct research and development of BioMark's cancer detection scanning technology. The technology will uses biomarkers for the early detection of cancer, although as yet the particular type of cancer for which the biomarkers may be deployed are not determined. In the event that the research and development of BioMark's cancer detection scanning technology produces a marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology. To date, we have not made any significant progress in the research and development of the potential technology.

The characteristics of an ideal biomarker are:

The common applications of biomarkers would be used in the following:

We believe that BioMark's cancer detection scanning technology could provide innovative techniques and analysis to increases early detection of tumors in the latent growth phase. We believe that early detection is the key to providing effective treatment solutions. It is commonly held that most cancer is not detected until a tumor is well developed, as much as 70%.

Given the prevalence of various cancers in the population, and the rise of specific cancers such as breast, lung and prostate cancer, diagnosis is becoming essential to effective medical care. Additionally, the use of biomarkers for detection is highly adaptable to the trend in more and more health care services being delivered out of hospital, where ease of use, portability and compact design are especially desirable. The increasing focus on preventive medicine is also driving the need for early detection devices for cancers.

If we are able to develop the biomarker technologies for which we hold licenses, we believe that there will be a substantial market for the product. There is, however, significant research and development that must be performed, testing to be undertaking, regulatory approval to be obtained and marketing strategy to be developed. There is a tremendous focus on biomarkers within the cancer treatment industry, which may make our intended product less attractive to the market. Therefore, if we are able to pursue this business, we will face many risks and require significant funding.

Intellectual Property

The Company has rights to the following patents through its license arrangements. We are not using the licenses or these patent and related intellectual property rights, as we are not actively operating our business. Should we commence business operations on the basis of these patent and intellectual property rights, we will be subject to all the risks associated with the protection of our rights under the license and grants of use, as well as the infringement of the rights of others.

Employees

Our officers and directors are responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth. Currently, we have only two employees. In the future, when our business plans require, we will add additional staff who may be full or part time employees or consultants.

Reports to Securities Holders

We prepare an annual report that includes audited financial information. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K current reports and proxy materials and other information from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

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 PROPERTIES

On December 1, 2015, the Company entered into a sublease agreement to lease space for retail sales and inventory storage. The leased premises are located in Los Angeles, California, at 3150 Wilshire, Suite 2215, Los Angeles, CA 90010. The lease has a term of 36 months, beginning on December 1, 2015, at a cost of $2,000 per month.

ITEM 3 LEGAL PROCEEDINGS

Currently, the Company is not involved in any pending litigation or legal proceeding.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable to our Company.

PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is currently quoted on the OTCQB Bulletin Board under the symbol "JFIL". Because we are quoted on the OTCQB Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange. Although there is trading in our common stock from time to time, there is no established market for our common stock. Recently, when it has traded the price per share has been in the $0.01 to $0.02 range. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transaction values.

Holders

As of February 28, 2017, there were 39 total record holders of 16,557,931 shares of the Company's common stock. We believe we have additional shares held on a beneficial basis in “street name.”

Dividends

The Company has not paid any cash dividends to date and does not anticipate paying dividends in the foreseeable future. It is the intention of management to utilize all available funds for the development of the Company's business.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent sales of unregistered securities

On July 28, 2015, the Company issued 178,571 shares of its common stock to Premier Venture Partners, LLC ("PVP"). The Shares were issued in consideration of the execution of an Equity Purchase Agreement entered into on June 18, 2015, between the Company and PVP. The issuance of shares to PVP was made in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated by the SEC under the 1933 Act.

On December 9, 2015 the Company issued to Peak One Opportunity Fund, L.P. a Convertible Debenture in the principal amount of $60,000. The issuance of the debenture was disclosed on Form 8-K filed on December 15, 2015. The debenture matures on December 9, 2018. From March 1 to December 15, 2016, the Company issued 4,079,360 shares of common stock on conversion of $52,600 of the principle due under the convertible note. The issuance of shares to the note holder was made in reliance upon the exemption from securities registration afforded by Section 4(2) of the 1933 Act.

Between December 2015 and February 28, 2017, the Company issued 125,000 shares of common stock to its CEO under her employment agreement, 125,000 shares to its treasurer and secretary under his employment agreement, and 50,000 shares its interim CFO for compensation purposes. The issuance of shares to officers and the interim CFO were made in reliance upon the exemption from securities registration afforded by Section 4(2) of the 1933 Act. (See Item 11 – Executive Compensation – Employment Agreements and Related Transactions.)

On October 27, 2016, the Company issued an aggregate of 3,500,000 shares of common stock to repay advances in the aggregate amount of $49,000 made by two officers, to the Company. The issuance of shares was made in reliance upon the exemption from securities registration afforded by Section 4(2) of the 1933 Act. (See Item 13 - Certain Relationships And Related Transactions, And Director Independence.)

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the years ended February 28, 2017 and February 29, 2016.

ITEM 6 SELECTED FINANCIAL DATA

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 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

Results of Operations

Revenue

We recognized no revenues during the years ended February 28, 2017 and February 29, 2016. as we have yet to generate any sales from our planned business.

Operating Costs and Expenses

The major components of our expenses for the years ended February 28, 2017 and February 29, 2016 are outlined in the table below:

The $352,098 increase in our operating costs for the year ended February 28, 2017 compared to the year ended February 29, 2016, was mainly due to a $349,450 increase in officer compensation.

Other Expenses

Other expenses decreased to $51,492 for the year ended February 28, 2017, from other expenses of $456,876 for the year ended February 29, 2016. The decrease in other expenses was due to the write off of the deferred financing fee of $419,642 taken in the year ended February 29, 2016.

NetLoss

During the years ended February 28, 2017 and February 29, 2016, the Company realized a net loss of $781,094 and $833,931 respectively.

Liquidity and Capital Resources

The increase in the Company's working capital deficit between February 28, 2017 and February 29, 2016 reflects the net loss recognized by the Company for the year.

Cash Flows

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

Cash Flows from Operating Activities

During the year ended February 28, 2017, we used $109,602 in operating activities compared to $98,445 during the year ended February 29, 2016.

During the year ended February 28, 2017, we incurred a net loss of $781,094, which was partially reduced for cash flow purposes by an increase of $201,000 in accrued officer compensation, an increase of $420,700 issuable stock compensation and the non-cash debt discount amortization expense totaling $49,447.

During the year ended February 29, 2016, we incurred a net loss of $833,931 which was partially reduced for cash flow purposes by an increase of $167,250 in accrued officer compensation, an increase of $105,000 issuable stock compensation and the non-cash write off of deferred financing costs totaling $419,642 and reduced by a $9,494 reduction in accounts payable.

Cash Flows from Investing Activities

During the year ended February 28, 2017, we spent zero in investing activities compared to $25,000 cash to develop the Company's website as investing activities during the year ended February 29, 2016.

Cash Flows from Financing Activities

During the year ended February 28, 2017, we generated $108,256 in financing activities compared to $123,445 during the year ended February 29, 2016.

During the year ended February 28, 2017, we received $108,256 by way of a loan payable to a related party compared to $70,945 received by way of a loan payable to a related party during the year ended February 29, 2016. We also received $52,500 proceeds from a convertible note on December 9, 2015.

Going Concern

The audit report of the independent accounting firm for the Company includes a qualification as to our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JUBILANT FLAME INTERNATIONAL, LTD.

 FOR THE YEARS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and shareholders of

Jubilant Flame International, Ltd. 

Shanghai, China

We have audited the accompanying balance sheet of Jubilant Flame International, Ltd. (the "Company") as of February 28, 2017 and the related statements of operations, stockholders' deficit and cash flows for the year then ended, and the related notes to the financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2017 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company suffered a loss from operations during the year ended February 28, 2017, has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 /s/ Thayer O’Neal Company, LLC            

Thayer O’Neal Company, LLC

Houston, TX 

May 10, 2017

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and shareholders of

Jubilant Flame International, Inc. 

Shanghai, China

We have audited the accompanying balance sheet of Jubilant Flame International, Inc. (the "Company") as of February 29, 2016 and the related statements of operations, stockholders' deficit and cash flows for the year then ended, and the related notes to the financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 29, 2016 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company suffered a loss from operations during the year ended February 29, 2016, has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Pritchett, Siler & Hardy P.C. 

Farmington, Utah 

June 29, 2016

JUBILANT FLAME INTERNATIONAL, LTD 

Balance Sheets 

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

JUBILANT FLAME INTERNATIONAL, LTD
Statements of Operations 

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

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Changes in Stockholders' Deficit

The accompanying notes are an integral part of these financial statements

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows 

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

JUBILANT FLAME INTERNATIONAL, LTD

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2017 AND FEBRUARY 28, 2016

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.

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

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

The Company is also licensed to conduct research and development of BioMark's cancer detection scanning technology. In the event that the research and development of BioMark's cancer detection scanning technology provides marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Fiscal Year End

The Company elected February 28 as its fiscal year end date.

Foreign Currency Transactions

The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S Dollar, the Company's reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.

Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

All of the Company's operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

Website and Amortization

Website development costs are capitalized and stated at cost, less accumulated amortization. Amortization is provided using the straight-line method over the estimated useful life of three years.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss).

New accounting standard for Debt Issue Cost and Debt Discount

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 in 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.

Original Issuance Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value.

The following are the major categories of liabilities measured at fair value on a recurring basis as of February 28, 2017 and February 29, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Income Taxes

Deferred income tax assets and liabilities are provided for based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

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.

The computation of basic and diluted loss per share at February 28, 2017 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

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 February 28, 2017, the Company had current assets of $10,841, comprised of $3,653 in cash and $7,188 in prepaid expenses. Current liabilities total $1,003,554 resulting in a working capital deficit of $992,713. The Company currently has no profitable trading activities and has an accumulated deficit of $2,521,541 as at February 28, 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 – 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 year ended February 28, 2017 amounted to $3,162.

From March 1, 2016 to December 15, 2016, the debtholder converted a total of $52,600 of note principle to 4,079,360 common stock shares based on the convertible note agreement. The following is a summary of the Company’s conversions:

The following is a detail of convertible debt as of February 28, 2017 and February 29, 2016:

Debt Discount

During the years ended February 28, 2017 and February 29, 2016, the Company recorded debt discounts totaling $0 and $58,026, respectively.

Amortization of debt discount amounted to $49,448 and $4,341 for the years ended February 28, 2017 and February 29, 2016, respectively during the year ended February 28, 2017.

Debt discount consisted of the following at February 28, 2017 and February 29, 2016, respectively:

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 year end February 28, 2017 and February 29, 2016.

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 year ended February 28, 2017 of zero and for the year ended February 29, 2016 of $50,443 respectively.

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:

NOTE 5– RELATED PARTY TRANSACTIONS

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

On October 27, 2016, the company issued 3,000,000 shares to its CEO, Ms. Yan Li, at $0.014 per share to settle $42,000 of related party advances. At the same date, the company issued 500,000 shares to its treasurer and secretary, Mr. Robert Ireland, at $0.014 per share to settle $7,000 related party advance. As at February 28, 2017, the Company had a $282,889 loan outstanding with the Ms. Yan Li and $840 with Mr. Ireland. This compares with the outstanding balance of $216,473 for Ms. Yan Li and $8,000 for Mr. Ireland at February 29, 2016. The loans are non-interest bearing, due upon demand and unsecured.

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

NOTE 6– ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION

On December 15, 2015, the Company entered into employment agreements with its president, Ms. Yan Li, and its secretary and treasurer, Mr. Robert Ireland. 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 October 27, 2016, the company issued 50,000 shares to its interim CFO at $0.014 per share for his services and recognized share based compensation expense in the amount of $700

As of February 28, 2017, a total of $719,250 had been accrued as salary compensation payable to the two officers compared to $518,250 at February 29, 2016. As of February 28, 2017, a total of $420,700 stock compensation had been recorded compared to $105,000 for the same period in the prior year to the two officers.

NOTE 7 – LEASED PREMISES OBLIGATION

On December 1, 2015 the Company entered into a lease for office space in Los Angeles, California. The Company paid a deposit of $2,000 and is obligated for a period of 36 months ending on November 30, 2018 to pay a rental fee of $2,000 per month.

Minimum future lease commitments are as follows:

NOTE 8 – INCOME TAX

At February 28, 2017, the Company had unused federal and state net operating loss carryforwards available of approximately $701,070, which may be applied against future taxable income, if any, and which expire in various years through 2037.

This loss carry forward expires according to the following schedule:

The following is a reconciliation of the tax provision as calculated at the statutory tax rate to the provision as recognized for the years ended February 28, 2017 and February 29, 2016:

There were permanent differences and temporary differences to reconcile the tax provision for the years ended February 28, 2017 and February 29, 2016, other than the change in valuation allowance of $107,958 and $247,334 respectively. All tax years from inception remain open for examination by the tax authorities.

NOTE 9 – STOCKHOLDERS' DEFICIT

The Company has authorized share capital of 75,000,000 shares of common stock authorized with a par value of $0.001 per share.

Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $5,000,000 of our common stock during the Open Period. From time to time during the Open Period, we may deliver a put notice (the "Put Notice") to Premier Venture which states the dollar amount that we intend to sell to Premier Venture on a date specified in the Put Notice. The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 75,000 shares). The total purchase price to be paid, in connection with each Put Notice, by shall be calculated at The Purchase Price for the Securities for each Put shall be the Put Amount multiplied by seventy percent (70%) of the lowest individual daily volume weighted average price ("VWAP") of the common stock during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, less six hundred dollars ($600.00).

In consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture, we issued Premier Venture 178,571 shares of our common stock. We value these shares of stock at $2.35 per share based on the quoted market price of shares of common stock on the date we entered into the Equity Purchase Agreement.

As referenced in NOTE 6, On December 15, 2015, the Company entered into Employment Agreements with its president and its secretary and treasurer, the agreements are retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, each officer will receive 100,000 shares of the Company's common stock as compensation each year. The company valued these shares of stock compensation at $2.10 per share based on the quoted market price of shares of common stock on the effective date of the Agreement. By ended February 28, 2017, no compensation shares have been issued and $420,700 stock compensation expense was recorded.

For the year ended February 28, 2017, a total of 300,000 shares were issued to three officers as stock compensation. Total value of $420,700 has been recorded for the stock compensation.

During the year ended February 28, 2017, a total 3,500,000 shares were issued to two officers at a cost of $0.014 per share for a total equity issuance of $49,000 to settle advance from related party.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, "Subsequent Events", the Company has analyzed its operations subsequent to February 28, 2017 to May 10, 2017, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except the following:

On March 17, 2017 and April 11, 2017, a holder of the company’s convertible debt elected to convert a portion of that debt into 805,555 shares and 822,222 shares of the company’s common stock respectively.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Change of Accounting Firm December 2015

On or about December 15, 2015, Cutler & Co., LLC (“Cutler”), the Company’s principal accountant, informed us that it is merging its SEC auditing practice with Pritchett, Siler & Hardy PC (“PSH”). As a result of the transaction, on December 15, 2015, Cutler resigned as the Company’s independent registered public accounting firm and the Company engaged PSH as the Company’s independent registered public accounting firm. The decision to change accountants was approved by the Registrant's board of directors.

None of the reports of Cutler, on the Company’s financial statements for either of the past two years or subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company for the years ended February 28, 2015 and 2014 contained an uncertainty about the Company’s ability to continue as a going concern.

There were no “disagreements” (as such term is defined in Item 304 of regulation S-K) between the Company and Cutler, for the two most recent fiscal years and any subsequent interim periods through December 15, 2015 (date of resignation) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler, would have caused them to make reference to the subject matter of the disagreements in their reports on the financial statements for such periods. There were no reportable events (as described under Item 304(a)(1)(v) of Regulation S-K) during the Company’s engagement of Culter from for the two most recent fiscal years and any subsequent interim periods through December 15, 2015.

The Company provided Culter with a copy of the disclosure in its Current Report on Form 8-K, filed on December 17, 2015, and requested that Culter furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees or disagrees with the statements by the Company in the Current Report on Form 8-K. A copy of that letter was attached as Exhibit 16.1 thereto.

On or about December 15, 2015, the Company engaged PSH, 515 S 400 E Suite 100, Salt Lake City, UT 84111, as its principal accountant to audit the Company’s financial statements as successor to Cutler. During the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted with the entity of PSH regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did the entity of PSH provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted the entity of PSH on any matter that was the subject of a disagreement or a reportable event.

Change of Accounting Firm July 2016

On July 5, 2016, the Company was notified by PSH, that the firm resigned as the Company’s independent registered public accounting firm. PSH was engaged by the Company on December 15, 2015. Except as noted in the paragraph immediately below, the report of PSH on the Company's financial statements for the year ended February 29, 2016 and for the period then ended did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The decision to change accountants was approved by the Company's board of directors.

The report of PSH on the Company's financial statements as of and for the year ended February 29, 2016 contained explanatory paragraphs which noted that there was substantial doubt as to the Company's ability to continue as a going concern as the Company has negative working capital that raises doubt about its ability to continue as a going concern.

During the engagement period from December 15, 2015 through July 5, 2016, the Company did not have any disagreements (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with PSH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to PSH's satisfaction, would have caused them to make reference thereto in their reports on the Company's financial statements for such periods.

During the engagement period from December 15, 2015 through July 5, 2016, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided PSH with a copy of the disclosure in the Current Report for the change of accountant and requested PSH to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from PSH to the SEC was attached as Exhibit 16.1 to the current report filed on July 13, 20176.

On July 5, 2016 (the "Engagement Date"), the Company engaged Thayer O'Neal Company LLC ("Thayer O'Neal"), 101 Parklone Blvd., #201, Sugar Land, TX 77478 as its independent registered public accounting firm for the Company's fiscal year ended February 28, 2017. The decision to engage Thayer O'Neal as the Company's independent registered public accounting firm was approved by the Company's Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Thayer O'Neal regarding either: (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided that Thayer O'Neal concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

ITEM 9A CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, the sole officers, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on management's evaluation as of the end of the period covered by this Annual Report, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) were ineffective as of the end of the period covered by this annual report.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, the sole officers, evaluated the effectiveness of the Company’s internal control over financial reporting as of February 28, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of February 28, 2017, our internal controls over financial reporting were ineffective because: (1) the Company lacks a functioning audit committee and there is a lack of independent directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) due to the lack of employees, the Company has inadequate segregation of duties consistent with control objectives; and (3) the Company has ineffective controls over its period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 28, 2017. Because of our overall limited financial resources, we cannot estimate when we may begin to remediate any of the foregoing deficiencies and the time frame in which they will be remediated if and when begun.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that exempt smaller reporting companies from such requirement.

Changes in internal controls

There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during our last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION.

None

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:

Each director serves until our next annual meeting of stockholders or until his or her successor is elected and qualified, unless he or she resigns earlier or is removed. The Board of Directors elects the officers of the Company and their terms of office are at the discretion of the Board of Directors, unless they resign. At the present time, members of the board of directors are not compensated for their services on the board of directors.

There are no family relationships among our officers and directors.

Biographical Information Regarding Officers and Directors

Ms. Yan Li is a permanent resident of Canada and has been living in Vancouver since 2008. Ms. Li is our President and Chief Executive Officer and is a member of the Board of Directors. Ms. Yan Li also manages and is a board member of several private companies, including: Jiu Feng Investment Ltd from 2008 to date; Jiu Feng Investment Management Shanghai Ltd from 2000 to date; Shanghai Xiu Ling Hanhe Landscaping Engineering Ltd from 1999 to date; Biomark China Inc from 2008 to date; and JF-NAIC from 2012 to date. Ms. Li holds a bachelor degree in financial and bank management from the Shanghai Financial Economical University.

Robert Ireland is a resident of Canada. Mr. Ireland is our Secretary, Treasurer and a member of the Board of Directors. Mr. Ireland also acts in the capacity of our Chief Financial Officer. Mr. Ireland has been the CEO of Next Alternative Inc. since 2008 and was previously the CEO of Virtual Wave Inc. from 1986 to 2014. Mr. Ireland has served on the board of directors of several private companies, including Next Alternative Inc., Satelinx Inc., RoadStar GPS, and Virtual Wave Inc. Mr. Ireland has over 19 years of experience being a member of a board of directors for both public and private companies. Mr. Ireland studied at the University of British Columbia and Carleton University and still holds an office at Carleton University.

Corporate Governance; Audit Committee and Other Committees

We are not required to have and we do not have a separately-designated standing audit committee, and we do not have an “audit committee financial expert” as defined by SEC regulation. The Company’s Board of Directors performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors’ independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We are not required to have and we do not have any other committees of the board of directors, such as compensation or nomination committees. The functions of these types of committees are currently carried out by the Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers, during the past ten years, has been involved in any legal proceeding of the type required to be disclosed under applicable SEC rule.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities that are registered pursuant to Section 12 of the Securities Exchange Act, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. During the fiscal year ended February 28, 2017, our reporting persons under Section 16(a) did not file the required reports on Forms 3 and 4 on time for the receipt of 300,000 shares for stock compensation and 3,500,000 shares to settle advances by them to the Company. The reporting persons have subsequently filed those required reports and as of the date hereof, our reporting persons have filed all the required reports on Forms 3 and 4.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

ITEM 11 EXECUTIVE COMPENSATION

Compensation of Officers

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during fiscal years 2017 and 2016 awarded to, earned by or paid to our executive officers.

Summary Compensation Table

Employment Agreements and Related Arrangements

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

Between December 2015 and February 28, 2017, the Company issued 150,000 shares of common stock to its CEO pursuant to her employment agreement, 150,000 shares to its treasurer and secretary pursuant to his employment agreement, and 50,000 shares its interim CFO.

As of February 28, 2017, a total of $719,250 had been accrued as salary compensation payable to the two officers and as of February 28, 2016, the accrued salary payable to the two officers was $518,250.

As of February 28, 2017, a total of $420,700 stock compensation expense for out two officers had been recorded for fiscal year 2017 for the issuance of 300,000 shares of common stock. As of February 29, 2016, a total of $105,000 stock compensation expense for our two officers had been recorded for fiscal year 2016.

Retirement, Resignation or Termination Plans

We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.

Directors' Compensation

The persons who served as members of our board of directors, who are also our executive officers, did not receive separate compensation for their services as directors in fiscal years 2017 and 2016.

Option Exercises and Stock Vested

There were no options issued, outstanding, exercised or vested during the years ended February 28, 2017 and February 29, 2016. There were no unvested stock awards outstanding at the same dates.

Pension Benefits and Nonqualified Deferred Compensation

The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of April ____, 2017: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of April ___, 2017, there were 16,557,931 shares of our common stock outstanding. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

____ 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In 2015, Virtual Wave Inc, a company affiliated with _its treasurer and secretary, Mr. Ireland was engaged to create the Company website. The Company paid to Virtual Wave Inc $25,000 for this service.

During the fiscal years ended February 28, 2017 and February 29, 2016, Ms. Yan Li, our President, CEO, and a director, personally paid $108,256 and $70,945, respectively, for various expenses on behalf of Jubilant Flame International Ltd. The Company did not enter into any loan agreement with respect to those advances.

On October 27, 2016, we settled accounts payable arising from advances to the Company of funds from Ms. Yan Li, the President and Chief Executive Officer, for working capital in the aggregate amount of $42,000 by issuing an aggregate of 3,000,000 shares at a cost of $0.014 per share.

On October 27, 2016, the Company issued 500,000 shares to, Mr. Ireland, its treasurer and secretary, at $0.014 per share to settle $7,000 of advances made for working capital purposes.

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

Director Independence

Our common stock is quoted on the OTC bulletin board interdealer quotation system, which does not have director independence requirements. Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. All of our directors are also officers of the Company, and therefore, we have no independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During the years ended February 28, 2017 and February 29, 2016, we engaged Thayer O’Neal Company, LLC and Pritchett, Siler & Hardy PC, respectively, as the Company's independent registered public accounting firm.

For the years ended February 28, 2017, and February 29, 2016, we incurred fees as discussed below: