Quarterly Report (10-q)

Date : 07/12/2019 @ 3:21PM
Source : Edgar (US Regulatory)
Stock : Jubilant Flame International Ltd. (QB) (JFIL)
Quote : 0.035  0.0 (0.00%) @ 12:52PM

Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 2019

 

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

 

Commission file number 333-173456  

 

Jubilant Flame International, LTD

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

 

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

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

 

+ 86 21 64748888

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES  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

Emerging growth company

¨

 

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

 

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

 

As of July 12, 2019, there are 18,673,208 shares of common stock outstanding.

 

All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company” and the “Registrant” refer to Jubilant Flame International Ltd unless the context indicates another meaning.

 

 
 
 
 

 

JUBILANT FLAME INTERNATIONAL LTD

 

TABLE OF CONTENTS

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

F-1

 

Item 2.

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

 

3

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

6

 

Item 4.

Controls and Procedures

 

6

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

7

 

Item 1A.

Risk Factors

 

7

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

7

 

Item 3.

Defaults Upon Senior Securities

 

7

 

Item 4.

Mine Safety Disclosures

 

7

 

Item 5.

Other Information

 

7

 

Item 6.

Exhibits

 

8

 

SIGNATURES

 

9

 

 
2
 
 

  

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

JUBILANT FLAME INTERNATIONAL, LTD.

FOR THE THREE-MONTH PERIODS ENDED May 31, 2019

 

Index to Unaudited Financial Statements

 

Contents

 

Page

 

Balance Sheets May 31, 2019 (Unaudited) and February 28, 2019

 

F-2

 

Statements of Operations for the Three-Month Periods Ended May 31, 2019 and 2018 (Unaudited)

 

F-3

 

Statements of Changes in Stockholders’ Deficit for the Three-Month Periods Ended May 31, 2019 (Unaudited)

 

F-4

 

Statements of Cash Flows for the Three-Month Periods Ended May 31, 2019 and 2018 (Unaudited)

 

F-5

 

Notes to the Financial Statements (Unaudited)

 

F-6

 

 
F-1
 
 

  

JUBILANT FLAME INTERNATIONAL, LTD

Balance Sheets

Unaudited

 

 

 

May 31,

 

 

February 28,

 

 

 

2019

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 11,261

 

 

$ 12,115

 

Accounts receivable

 

 

599

 

 

 

279

 

Inventory

 

 

4,628

 

 

 

7,293

 

Prepaid expenses

 

 

6,000

 

 

 

9,000

 

Total current assets

 

 

22,488

 

 

 

28,687

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 22,488

 

 

$ 28,687

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 10,957

 

 

$ 42,011

 

Due to related party

 

 

41,935

 

 

 

2,178

 

Accrued officer compensation

 

 

535,500

 

 

 

535,500

 

Loan payable - related parties

 

 

449,946

 

 

 

443,606

 

Total current liabilities

 

 

1,038,338

 

 

 

1,023,295

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,038,338

 

 

 

1,023,295

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share 75,000,000 shares authorized; 18,673,208 and 18,548,208 shares issued and outstanding, respectively

 

 

18,673

 

 

 

18,548

 

Additional paid in capital

 

 

2,423,108

 

 

 

2,418,733

 

Accumulated deficit

 

 

(3,457,631 )

 

 

(3,431,889 )

Total Stockholders' Deficit

 

 

(1,015,850 )

 

 

(994,608 )

Total Liabilities and Stockholders' Deficit

 

$ 22,488

 

 

$ 28,687

 

 

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

 

 
F-2
 
Table of Contents

  

JUBILANT FLAME INTERNATIONAL, LTD

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Sales of goods

 

$ 6,330

 

 

$ 8,241

 

Total revenue

 

 

6,330

 

 

 

8,241

 

Costs and Operating Expenses:

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

2,718

 

 

 

3,560

 

Operating, selling, general and administrative

 

$ 29,354

 

 

$ 114,316

 

Total operating expenses

 

 

32,072

 

 

 

117,876

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(25,742 )

 

 

(1,109,635 )

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Loss before provision for income tax

 

 

(25,742 )

 

 

(109,635 )

Provision for income tax:

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (25,742 )

 

$ (109,635 )

 

 

 

 

 

 

 

 

 

Net loss per share (Basic and fully diluted)

 

$ (0.00 )

 

$ (0.01 )

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

18,549,567

 

 

 

18,410,980

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-3
 
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JUBILANT FLAME INTERNATIONAL, LTD

Statements of Changes in Stockholders' Deficit

(Unaudited)

 

 

 

Common Stock

 

 

Additional

paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

Deficit

 

Balances at February 28, 2019

 

 

18,548,208

 

 

$ 18,549

 

 

$ 2,418,733

 

 

$ (3,431,889 )

 

$ (994,608 )

Shares issued for stock compensation

 

 

125,000

 

 

 

125

 

 

 

4,375

 

 

 

 

 

 

 

4,500

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,742 )

 

 

(25,742 )

Balances at May 31, 2019

 

 

18,673,208

 

 

$ 18,674

 

 

$ 2,423,108

 

 

$ (3,457,631 )

 

$ (1,015,850 )

 

The accompanying notes are an integral part of these financial statements

 

 
F-4
 
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JUBILANT FLAME INTERNATIONAL, LTD

Statements of Cash Flows

(Unaudited)

 

 

 

For the three months

ended May 31,

 

 

 

2019

 

 

2018

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net loss

 

$ (25,742 )

 

$ (109,635 )

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Website amortization

 

 

-

 

 

 

2,083

 

Share based compensation

 

 

4,500

 

 

 

52,500

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

Account receivable

 

 

(320 )

 

 

550

 

Inventory

 

 

2,665

 

 

 

2,430

 

Prepaid expense

 

 

3,000

 

 

 

2,500

 

Accounts payable

 

 

(39,054 )

 

 

7,557

 

Due to related party

 

 

47,757

 

 

 

(2,895 )

Accrued officer's compensation

 

 

-

 

 

 

25,125

 

Net cash used in operating activities

 

 

(7,194 )

 

 

(19,785 )

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Net proceeds from related party loans

 

 

6,340

 

 

 

20,025

 

Net cash provided by financing activities

 

 

6,340

 

 

 

20,025

 

Net Increase (Decrease) In Cash

 

 

(854 )

 

 

240

 

Cash at The Beginning Of The Period

 

 

12,115

 

 

 

8,036

 

Cash at The End Of The Period

 

$ 11,261

 

 

$ 8,276

 

Supplemental Disclosure

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

-

 

 

 

-

 

Cash paid for income tax

 

 

-

 

 

 

-

 

 

 

$ -

 

 

$ -

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-5
 
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JUBILANT FLAME INTERNATIONAL, LTD

Notes to Financial Statements

May 31, 2019

(Unaudited)

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Jubilant Flame International, Ltd. (the "Company"), was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.

 

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

 

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, 2019, results of operations, changes in stockholders' equity (deficit) and cash flows for the three month periods ended May 31, 2019 and 2018, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

 
F-6
 
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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.

 

Recent Accounting Pronouncements

 

Pronouncements Adopted in Fiscal 2018

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU represents a single comprehensive model to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company adopts this ASU from the interim period ending May 31, 2018, under the modified retrospective approach. The implementation of this ASU resulted in no adjustment to retained earnings and current financial statements.

 

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 of May 31, 2019 the Company had current assets of $22,488, and current liabilities total $1,038,338 resulting in a working capital deficit of $1,015,850. The Company currently has small scale trading activities and has an accumulated deficit of $3,457,631 as of May 31, 2019. This raises substantial doubt about the Company's ability to continue as a going concern.

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan in the cosmetics and 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.

 

NOTE 4 – PREPAID EXPENSE

 

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2018 to November 30, 2019. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $6,000 as of May 31, 2019 compared to $9,000 as of February 28, 2019.

 

 
F-7
 
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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 common stock or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note.

 

As of May 31, 2019, the Company had a $449,946 loan outstanding with its CEO, Ms. Yan Li. This compares with the outstanding balance of $443,606 for Ms. Yan Li at February 28, 2018. The loans are non-interest bearing, due upon demand and unsecured.

 

A related party is providing accounting service to the company at an estimated annual service fee of $23,000. From November 2017, the Company started to purchase cosmetic products from a related party controlled by our CEO. As of the three-month period ended May 31, 2019, the Company incurred a total of $49,935 due to related party for inventory purchase and accrued service fee. This compares with a total of $44,112 due to related party for inventory purchase and accrued service fee at February 28, 2019.

 

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 former 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). On August 30, 2017, Mr. Robert Ireland resigned as Secretary/Treasurer of the company.

 

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

 

As of May 31, 2019, a total of $535,500 had been accrued as salary compensation payable compared to $535,500 at February 28, 2019 to the president only.

 

During the three months ended May 31, 2019, a total of $4,500 stock compensation had been recorded to the five senior officers compared to $52,500 for the same period in the prior year to the president.

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

For the quarter ended May 31, 2019, a total of 125,000 Shares were issued to the president and other four senior officers as stock compensation. Total value of $4,500 has been recorded for the stock compensation.

 

NOTE 8 – SUBSEQUENT EVENTS

 

None.

 

 
F-8
 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

Our Business

 

Jubilant Flame International, Ltd., (the "Company", "the "Registrant", "we", "us" or "our") was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients. On December 5, 2012, the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong, Inc. On January 27, 2013, the Company announced the change of its ticker symbol from "LBYV" to "JFIL." On July 24, 2013, the Company changed its business sector to the medical sector. On August 18, 2015 the Company changed its name to Jubilant Flame International, Ltd. 

 

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

 

The Company 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”) but the Company currently does not have any plan to deploy such licenses and is focusing its operation on the Acropass products.

 

  Results of Operations 

 

Revenue

 

We recognized $6,330 sales revenue in the three months ended May 31, 2019 compared to $8,241 sales revenue in the three months ended May 31, 2018.

 

Operating Expenses

 

For the three months ended May 31, 2019 compared to the three months ended May 31, 2018

 

 
3
 
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The major components of our operating expenses for the three months ended May 31, 2019 and 2018 are outlined in the table below: 

 

 

 

Three Months
Ended

 

 

Three Months
Ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Officer compensation

 

$ 4,500

 

 

$ 77,625

 

Professional fee

 

 

18,000

 

 

 

20,950

 

Web amortization expense

 

 

-

 

 

 

2,083

 

Selling expense

 

 

2,763

 

 

 

10,998

 

Office expense and other

 

 

4,091

 

 

 

2,659

 

Total operating expenses

 

$ 29,354

 

 

$ 114,316

 

 

The $84,962 decrease in our operating costs for the three months ended May 31, 2019 compared to three months ended May 31, 2018, was mainly due to a decrease of $73,125 in officer salary compensation as a result of waiving of officer salary since January, 2019, and reduction in stock compensation to officers, and a decrease of $8,236 in selling expense due to new product campaign and promotion activity reduction.

 

Other Expenses

 

No other expense during the period of three months ended May 31, 2019 and 2018.

 

Net Loss

 

For the three months ended May 31, 2019, we recognized a net loss of $25,742 compared to the net loss of $109,635 for the corresponding period in 2018. 

 

Liquidity and Capital Resources

 

Working Capital 

 

 

 

May 31,

2019

 

 

February 28,

2019 

 

Current Assets 

 

$ 22,488

 

 

$ 28,687

 

Current Liabilities 

 

$ 1,038,338

 

 

$ 1,023,295

 

Working Capital Deficit 

 

$ (1,015,850 )

 

$ (994,608 )

 

As of May 31, 2019, the Company had current assets of $22,488, primarily comprising of cash of $11,261, prepaid expenses of $6,000 and inventory of $4,628, and current liabilities of $1,038,338, resulting in a working capital deficit of $1,015,850. The Company had limited profitable trading activities and has an accumulated deficit of $3,457,631 as at May 31, 2019. This raises substantial doubt about the Company's ability to continue as a going concern. 

 

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

 

 
4
 
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Based on the Company’s current operating plan, the Company does not have sufficient cash and cash equivalents to fund its operations for at least the next twelve months. The Company will need to obtain additional financing to operate our business. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan in the cosmetic and medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. 

 

Cash Flows from Operating Activities

 

Our net cash used in operating activities decreased by $12,591in the three months ended May 31, 2019 compared to the net cash used in operating activities in the three months ended May 31, 2018, representing a decrease of 63.6%. The decrease in net cash used in operating activities was primarily the result of a $8,236 decrease in selling expense and $2,950 decrease in professional fee expense. 

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the three months ended May 31, 2019 or 2018. 

 

Cash Flows from Financing Activities

 

Our cash provided by financing activities decreased from $20,025 for the three months ended May 31, 2018 to $6,340 for the three months ended May 31, 2019. In both periods, cash was provided by way of loans from related parties.

 

Future Financings 

 

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

 

Recent Accounting Pronouncements

 

Pronouncements Adopted in Fiscal 2018

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU represents a single comprehensive model to recognize revenue to depict the transfer of promised goods or services to a customer at an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services. The Company adopts this ASU for the interim period ending May 31, 2018, under the modified retrospective approach. The implementation of this ASU will result in no adjustment to retained earnings and current financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. There is no effects that the adoption, January 1, 2019, of ASU 2016-02 will have on the Company’s financial statements.

 

 
5
 
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Off Balance Sheet Arrangements  

 

As of May 31, 2019, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective. We are presently examining changes to our procedures and policies to ensure a more timing reporting.

 

 
6
 
Table of Contents

  

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three months ended May 31, 2019, and currently we are not involved in any pending litigation or legal proceedings.

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

Not applicable.

 

 
7
 
Table of Contents

  

ITEM 6. EXHIBITS

 

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

 

EXHIBIT NUMBER

 

DESCRIPTION

31.1

 

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

31.2

 

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

32.1

 

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

32.2

 

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

101.INS **

 

XBRL Instance Document

101.SCH **

 

XBRL Taxonomy Extension Schema Document

101.CAL **

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

 

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

 

XBRL Taxonomy Extension Presentation Linkbase Document

________

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

 

 
8
 
Table of Contents

  

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 12, 2019

By:

/s/ Yan Li

Yan Li

President, Chief Executive Officer

(Principal Executive Officer) and Director

Date: July 12, 2019

By:

/s/ Lei Wang

Lei Wang

(Principal Financial Officer) and Director

 

 

 

9

 

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