UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2015
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-173456
Jubilant Flame International, LTD |
(Exact name of registrant as specified in its charter) |
Nevada
(State or other jurisdiction of incorporation or organization)
2293 Hong Qiao Rd., Shanghai, China 200336(Address of principal executive offices, including zip code.)
+ 86 21 64748888
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of January 19, 2016, there are 8,678,571 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
PART I – FINANCIAL INFORMATION | | Page | |
| | | | | |
Item 1. | Financial Statements | | | 3 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | 12 | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | | | 16 | |
Item 4. | Controls and Procedures | | | 16 | |
| | | | | |
PART II – OTHER INFORMATION | | | | |
| | | | | |
Item 1. | Legal Proceedings | | | 17 | |
Item 1A. | Risk Factors | | | 17 | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | | | 17 | |
Item 3. | Defaults Upon Senior Securities | | | 17 | |
Item 4. | Mine Safety Disclosures | | | 17 | |
Item 5. | Other Information | | | 17 | |
Item 6. | Exhibits | | | 18 | |
| | | | | |
SIGNATURES | | | 19 | |
PART I – FINANCIAL INFORMATION
ITEM1. FINANCIAL STATEMENTS
JUBILANT FLAME INTERNATIONAL LTD
(FORMERLY JIU FENG INVESTMENT HONG KONG LTD.)
FOR THE THREE AND NINE MONTH PERIODS ENDED NOVEMBER 30, 2015 AND 2014
Index to Condensed Unaudited Financial Statements
Contents | | Page (s) | |
Condensed Balance Sheets at November 30, 2015 (Unaudited) and February 28, 2015 | | | 4 | |
Condensed Statements of Operations for the Three and Nine Month Periods Ended November 30, 2015 and 2014 (Unaudited) | | | 5 | |
Condensed Statements of Cash Flows for the Nine Month Periods Ended November 30, 2015 and 2014 (Unaudited) | | | 6 | |
Notes to the Condensed Financial Statements (Unaudited) | | | 7 | |
JUBILANT FLAME ITERNATIONAL, LTD
(formerly Jiu Feng Investment Hong Kong Ltd)
Condensed Balance Sheets
(Unaudited)
| | November 30, | | | February 28, | |
| | 2015 | | | 2015 | |
| | | | | | |
ASSETS | | | | | | |
| | | | | | |
Current assets | | | | | | |
Cash | | $ | 4,998 | | | $ | 4,998 | |
Total current assets | | | 4,998 | | | | 4,998 | |
| | | | | | | | |
Other assets | | | | | | | | |
Deferred financing fees | | | 419,642 | | | | - | |
Total other assets | | | 419,642 | | | | - | |
| | | | | | | | |
Total Assets | | $ | 424,640 | | | $ | 4,998 | |
| | | | | | | | |
LIABILITIES and STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 3,672 | | | $ | - | |
Accrued officer compensation | | | 468,000 | | | $ | 351,000 | |
Loan payable - related party | | | 215,070 | | | | 153,528 | |
Total current liabilties | | | 686,742 | | | | 504,528 | |
| | | | | | | | |
Total Liabilities | | | 686,742 | | | | 504,528 | |
| | | | | | | | |
Stockholders' Deficit | | | | | | | | |
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 shares issued and outstanding | | | 8,679 | | | | 8,500 | |
Additional paid in capital | | | 817,949 | | | | 398,486 | |
Retained deficit | | | (1,088,730 | ) | | | (906,516 | ) |
Total Stockholders' Deficit | | | (262,102 | ) | | | (499,530 | ) |
| | | | | | | | |
Total Liabilities and Stockholders' Deficit | | $ | 424,640 | | | $ | 4,998 | |
The accompanying notes are an integral part of the condensed unaudited financial statements.
JUBILANT FLAME ITERNATIONAL, LTD
(formerly Jiu Feng Investment Hong Kong Ltd)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| | Three Months | | | Three Months | | | Nine Months | | | Nine Months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | November 30, | | | November 30, | | | November 30, | | | November 30, | |
| | 2015 | | | 2014 | | | 2015 | | | 2014 | |
| | | | | | | | | | | | |
Revenues - net | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Cost of revenues | | | - | | | | - | | | | - | | | | - | |
Gross profit | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Amortization & depreciation | | | | | | | | | | | - | | | | - | |
General and administrative | | | 75,104 | | | | 49,921 | | | | 182,214 | | | | 160,308 | |
Total operating expenses | | | 75,104 | | | | 49,921 | | | | 182,214 | | | | 160,308 | |
| | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (75,104 | ) | | | (49,921 | ) | | | (182,214 | ) | | | (160,308 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest income | | | - | | | | - | | | | - | | | | 2 | |
Other income (expense) net | | | - | | | | - | | | | - | | | | 2 | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before provision for income taxes | | | (75,104 | ) | | | (49,921 | ) | | | (182,214 | ) | | | (160,306 | ) |
| | | | | | | | | | | | | | | | |
Provision for income tax: | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (75,104 | ) | | $ | (49,921 | ) | | $ | (182,214 | ) | | $ | (160,306 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) per share | | | | | | | | | | | | | | | | |
(Basic and fully diluted) | | | | | | | | | | | | | | | | |
Total operations | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.02 | ) | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | 8,558,655 | | | | 8,500,000 | | | | 8,558,655 | | | | 8,500,000 | |
The accompanying notes are an integral part of the condensed unaudited financial statements.
JUBILANT FLAME INTERNATIONAL, LTD
(formerly Jiu Feng Investment Hong Kong Ltd)
Condensed Statements of Cash Flows
(Unaudited)
| | Nine Months | | | Nine Months | |
| | Ended | | | Ended | |
| | November 30, | | | November 30, | |
| | 2015 | | | 2014 | |
| | | | | | |
Cash Flows From Operating Activities: | | | | | | |
Net income (loss) | | $ | (182,214 | ) | | $ | (160,306 | ) |
| | | | | | | | |
Adjustments to reconcile net (loss) to net cash (used in) operating activities | | | | | | | | |
| | | | | | | - | |
Changes in Current Assets and Liabilities- | | | | | | | | |
Accounts payable | | | 3,672 | | | | (1,461 | ) |
Accrued officer's compensation | | | 117,000 | | | | 117,000 | |
Net cash provided by (used for) operating activities | | | (61,542 | ) | | | (44,767 | ) |
| | | | | | | | |
Cash Flows From Investing Activities: | | | | | | | | |
| | | - | | | | - | |
Net cash provided by (used for) investing activities | | | - | | | | - | |
| | | | | | | | |
Cash Flows From Financing Activities: | | | | | | | | |
Loan payable - related party | | | 61,542 | | | | 44,769 | |
Net cash provided by (used for) financing activities | | | 61,542 | | | | 44,769 | |
| | | | | | | | |
Net Increase (Decrease) In Cash | | | - | | | | 2 | |
| | | | | | | | |
Cash At The Beginning Of The Period | | | 4,998 | | | | 4,986 | |
| | | | | | | | |
Cash At The End Of The Period | | $ | 4,998 | | | $ | 4,988 | |
| | | | | | | | |
Schedule of Non-Cash Investing and Financing Activities | | | | | | | | |
| | | | | | | | |
Common stock issued pursuant to Equity Purchase Agreement 178,571 common shares valued at $2.35 per share | | $ | 419,642 | | | $ | - | |
| | | | | | | | |
Supplemental Disclosure | | | | | | | | |
| | | | | | | | |
Cash paid for interest | | $ | - | | | $ | - | |
Cash paid for income taxes | | $ | - | | | $ | - | |
The accompanying notes are an integral part of the condensed unaudited financial statements.
JUBILANT FLAME INTERNATIONAL, LTD
(FORMERLY JIU FENG INVESTMENT HONG KONG LTD.)
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 31, 2015 AND 2014
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 December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong Ltd.
On July 24, 2013, the Company changed its business sector to the medical sector.
On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is licensed to sell, market and, or, distribute certain products pertaining to the health care industry; and to conduct research and development of BioMark's cancer detection scanning technology. The Company's president, Ms. Yan Li is also president of, and exercises control over, BioMark.
On August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd.
On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD ("Rubyfield"), a company organized under the laws of Hong Kong, whereby the Company is Rubyfield's exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company's president, Ms. Yan Li, is also president of, and exercises control over Rubyfield.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP").
Interim Financial Information.
Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of November 30, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows for the three and nine month periods ended November 30, 2015 and 2014, 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 filed on June 5, 2015.
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 reported 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 taxes provision and valuation allowance 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.SSS> 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.
Deferred Financing Costs
Offering costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transactions are unsuccessful. During the period ended November 30 2015, the Company capitalized as Deferred Financing Costs, 178,571 shares issued and valued at $2.35 per share. Under the aforementioned Equity Purchase Agreement, these shares were issued to the investor and designated as Initial Commitment Shares, payable upon execution of the agreement as a prepayment. In the event the Company does not obtain or raise the funds under the agreement, these costs will be immediately expensed. The Company expects to make that determination in the short term.
NOTE 3 – GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at November 30, 2015 the Company had current assets, comprising of cash, of $4,998 and current liabilities of $686,742 resulting in a working capital deficit of $681,744. The Company currently has no profitable trading activities and has an accumulated deficit of $1,088,730 as at November 30, 2015. 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 – RELATED PARTY TRANSACTIONS
In support of the Company's efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note.
As at November 30, 2015, the Company had a $215,070 loan outstanding with a shareholder of the Company. This compares with the outstanding balance of $153,528 at the fiscal year end of February 28, 2015. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 5 – INCOME TAX
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.
At November 30, 2015 the Company had net operating loss carryforwards of approximately $580,697 which begin to expire in 2034. The deferred tax asset of $197,437 created by the net operating loss has been offset by a 100% valuation allowance. The change in valuation allowance as of the quarter ended November 30, 2015 was approximately $25,535.
NOTE 6 – ACCRUED OFFICER COMPENSATION
On April 17, 2013 the Company entered into Employment Agreements with its president, Ms. Yan Li and its secretary and treasurer, Mr. Robert Ireland. Ms. Li's agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000 and shall act as the Company's Chief Executive Officer.
Mr. Ireland's agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement Mr. Ireland shall receive an annual salary of $78,000 and shall act as the Company's Secretary and Treasurer.
As at November 30, 2015, a total of $468,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland.
NOTE 7 – 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.
Effective June 18, 2015 the Company issued 178,571 common shares pursuant to the terms of.an Equity Purchase Agreement entered into with Premier Venture, a California limited liability company.
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.
Total shares issued and outstanding as at November 30, 2015 were 8,678,571.
NOTE 8 – RESTATEMENT
The Company identified an error in these financial statements while in the course of preparing the financial statements for the subsequent quarter ended November 30, 2015. The error identified related to the actual date of issuance of the shares of common stock associated with the Equity Purchase Agreement referenced is Note 7. The event was not previously accounted for in the current quarter statements.
The error had no effect on the Net loss per share as the transaction was related to balance sheet accounts only. The effect of the error with respect to the balance sheet accounts was to increase the Other asset "Deferred financing costs" in the amount of $419,642 and to increase the "Common stock in the amount of $179 and an additional $419,463 of "Additional paid in capital".
The net effect of the error and its restatement is set forth as follows:
| | As | | | Net | | | As | |
| | Reported | | | Change | | | Restated | |
Deferred financing fees | | $ | - | | | $ | 419,642 | | | $ | 419,642 | |
| | | | | | | | | | | | |
Common stock | | $ | 8,500 | | | $ | 179 | | | $ | 8,679 | |
| | | | | | | | | | | | |
Additional paid in capital | | $ | 398,486 | | | $ | 419,463 | | | $ | 817,949 | |
| | | | | | | | | | | | |
Common stock shares issued | | | 8,500,000 | | | | 178,571 | | | | 8,678,571 | |
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, "Subsequent Events", the Company has analyzed its operations subsequent to November 30, 2015 to the date these financial statements were filed with the Securities and Exchange Commission and has determined it has the following material subsequent event to disclose in these financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.
Our Business
Jubilant Flame International, Ltd., (the "Company", "the "Registrant", "we", "us" or "our") was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company provided web development and marketing services for clients. On December 5, 2012, the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012, the Company changed its name to Jiu Feng Investment Hong Kong, Inc. On January 27, 2013, the Company announced the change of its ticker symbol from "LBYV" to "JFIL." On July 24, 2013, the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is licensed to sell, market, and, or, distribute certain products pertaining to the health care industry; and to conduct research and development of BioMark's cancer detection scanning technology.On May 18, 2015 the Company changed its name to Jubilant Flame International, Ltd.
The Company develops and plans to market medical products under license from BioMark. The licensed products include Bone-Induction Artificial Bone ("BIAB") products and Vacuum Sealing Drainage ("VSD") products. The Company is also licensed to conduct research and development of BioMark's cancer detection scanning technology. In the event that the research and development of BioMark's cancer detection scanning technology provides marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology.
On November 16, 2015, the Company entered into a Distribution / License Agreement with Rubyfield Holdings LTD ("Rubyfield"), a company organized under the laws of Hong Kong, whereby the Company is Rubyfield'sexclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company's president, Ms. Yan Li, is also president of, and exercises control over Rubyfield.
Results of Operations
For the three months ended November 30, 2015 compared to the three months ended November 30, 2014
Revenue
We recognized no significant revenue in the three months ended November 30, 2015 and 2014 as we have not commenced operations as yet.
Operating Expenses
The major components of our operating expenses for the three months ended November 30, 2015 and 2014 are outlined in the table below:
| | Three Months Ended November 30, 2015 | | | Three Months Ended November 30, 2014 | | | Increase (Decrease) % | |
Professional fees | | $ | 36,104 | | | $ | 8,445 | | | | 327.5 | % |
Officer compensation | | | 39,000 | | | | 39,000 | | | | 0 | % |
Other | | | - | | | | 2,476 | | | | 100 | % |
Total operating expenses | | $ | 75,104 | | | $ | 49,921 | | | | 33.5 | % |
Our operating expenses incurred in the three months ended November 30, 2015 increased substantially as compared with the three months ended November 30, 2014, reflecting an increase of 33.5%. Officer compensation expense was identical at $39,000 for both periods while our professional fees incurred in the three months ended November 30, 2015 were $27,659 more than incurred in the comparable period in the prior year. The increase in professional fees were due to fees associated with our OTC listing and increased legal fees.
Net Loss
For the three months ended November 30, 2015, we recognized a net loss of $75,104 representing a 50.4% increase as compared with the net loss of $49,921 for the corresponding period in 2014 due to the factors discussed above.
For the nine months ended November 30, 2015 compared to the nine months ended November 30, 2014
Revenue
We recognized no significant revenue in the nine months ended November 30, 2015 and 2014 as we have not commenced operations as yet.
Operating Expenses
The major components of our operating expenses for the nine months ended November 30, 2015 and 2014 are outlined in the table below:
| | Nine Months Ended November 30, 2015 | | | Nine Months Ended November 30, 2014 | | | Increase (Decrease) % | |
Professional fees | | $ | 65,214 | | | $ | 33,957 | | | | 33.7 | % |
Officer compensation | | | 117,000 | | | | 117,000 | | | | 0 | % |
Other | | | - | | | | 9,351 | | | | | |
Total operating expenses | | $ | 182,214 | | | $ | 160,308 | | | | 13.6 | % |
Our operating expenses incurred in the nine months ended November 30, 2015 were $21,906 more than for the nine months ended November 30, 2014, reflecting an increase of 13.6%. Officer compensation expense was identical at $78,000 for both periods while our professional fees incurred in the nine months ended November 30, 2015 were $31,257 more than incurred in the comparable period in the prior year.
Net Loss
For the nine months ended November 30, 2015, we recognized a net loss of $182,214 representing a 13.6% Increase as compared with the net loss of $160,308 for the corresponding period in 2014 due to the factors discussed above.
Liquidity and Capital Resources
Working Capital
| | November 30, 2015 | | | February 28, 2015 | |
Current Assets | | $ | 4,998 | | | $ | 4,998 | |
Current Liabilities | | $ | 686,742 | | | $ | 504,528 | |
Working Capital Deficit | | $ | (681,744 | ) | | $ | (499,530 | ) |
As at November 30, 2015, the Company had current assets, comprising cash, of $4,998 and current liabilities of $686,742, comprising accrued officer compensation of $468,000 and loan payable related party of $215,070, resulting in a working capital deficit of $681,744. The Company currently has no profitable trading activities and has an accumulated deficit of $1,088,730 as at November 31, 2015. This raises substantial doubt about the Company's ability to continue as a going concern.
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
Cash Flowfor the nine months ended November 30, 2015 compared to the nine months ended November 30, 2014
The table below, for the periods indicated, provides selected cash flow information:
| | Nine months Ended November 30, 2015 | | | Nine Months Ended November 30, 2014 | |
Cash provided by (used in) operating activities | | $ | (61,542 | ) | | $ | (44,767 | ) |
Cash used in investing activities | | | 0 | | | | 0 | |
Cash provided by financing activities | | | 61,542 | | | | 44,769 | |
Net increase (decrease) in cash | | $ | 0 | | | $ | 2 | |
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
Cash Flows from Operating Activities
Our net cash used in operating activities increased by $16,775 in the nine months ended November 30, 2015 compared to that in the nine months ended November 30, 2014, representing an increase of 37.5%. The increase in net cash used in operating activities was primarily the result of increased fees associated with our OTC listing and increased legal fees.
Cash Flows from Investing Activities
We did not generate or use any cash from investing activities during the nine months ended November 30, 2015 or 2014.
Cash Flows from Financing Activities
Our cash provided by financing activities increased from $44,769 for the nine months ended November 30, 2014 to $61,542 for the nine months ended November 30, 2015 reflecting the increased level of funding required for operating activities between the two periods. In both periods, cash was provided by way of loan from a related party.
Future Financings
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock, through an offering of debt securities, or through borrowings from financial institutions or related parties. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.
Effective June 18, 2015, Jubilant Flame International, LTD (the "Company") entered into an Equity Purchase Agreement, and a Registration Rights Agreement (collectively the "Agreements") with Premier Venture Partners, LLC, a California limited liability company (the "Investor").
Pursuant to the terms of the Agreements, the Investor shall invest up to Five Million U.S. Dollars ($5,000,000) to purchase the Company's common stock in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D promulgated by the SEC under the 1933 Act, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the sales of shares of the Common Stock made pursuant to the Agreements. The Company has further agreed to register the shares of common stock sold to the Investor pursuant to the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company's financial statements.
Off Balance Sheet Arrangements
As of November 30, 2015, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective. Our management reached the conclusion that our disclosure controls and procedures were not effective upon the realization that the issuance to Premier Venture Partners, LLC of 178,571shares of our common stock were not properly reflected in our quarterly report on Form 10-Q for the period ended August 31, 2015. The Company's management is currently examining how to enhance our disclosure controls and procedures to ensure that our reports are timely and accurate.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We were not subject to any legal proceedings during the three and nine months ended November 30, 2015 or 2014, respectively, and currently we are not involved in any pending litigation or legal proceedings.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
No unregistered sales of equity were completed in the three months ended November 30, 2015 or 2014, respectively. On July 28, 2015, in consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture Partners, LLC, we issued 178,571 shares of our common stock to Premier Venture.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
No senior securities were issued and outstanding during the three months ended November 30, 2015 or 2014, respectively.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable to our Company.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
The following documents are filed as a part of this report:
EXHIBIT NUMBER | | DESCRIPTION |
| | |
31.1 | | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 | | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
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. |
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 | |
| | | |
Dated this 22nd day of January, 2016 | By: | /s/ Yan Li | |
| | Yan Li | |
| | President and Director | |
19
EXHIBIT 31.1
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Yan Li, certify that:
1. | I have reviewed this 10-Q for the three months ended November 30, 2015 of Jubilant Flame International Ltd; |
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules and 15d-15(e) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated this 22nd day of January, 2016 | By: | /s/ Yan Li | |
| | Yan Li | |
| | Chief Executive Officer | |
EXHIBIT 31.2
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Yan Li, certify that:
1. | I have reviewed this 10-Q for the three months ended November 30, 2015 of Jubilant Flame International Ltd; |
|
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules and 15d-15(e) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| | |
| c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
| d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
|
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated this 22nd day of January, 2016 | By: | /s/ Yan Li | |
| | Yan Li | |
| | Chief Financial Officer | |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jubilant Flame International Ltd, (the "Company") on Form 10-Q for the period ended November 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, Yan Li, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and |
| | |
| (2) | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated this 22nd day of January, 2016. | By: | /s/ Yan Li | |
| | Yan Li | |
| | Chief Executive Officer | |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jubilant Flame International Ltd, (the "Company") on Form 10-Q for the period ended November 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, Yan Li, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | |
| (2) | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated this 22nd day of January, 2016. | By: | /s/ Yan Li | |
| | Yan Li | |
| | Chief Financial Officer | |
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v3.3.1.900
Condensed Balance Sheets - USD ($)
|
Nov. 30, 2015 |
Feb. 28, 2015 |
Current assets |
|
|
Cash |
$ 4,998
|
$ 4,998
|
Total current assets |
4,998
|
$ 4,998
|
Other assets |
|
|
Deferred financing fees |
419,642
|
|
Total other assets |
419,642
|
|
Total Assets |
424,640
|
$ 4,998
|
Current liabilities |
|
|
Accounts payable and accrued liabilities |
3,672
|
|
Accrued officer compensation |
468,000
|
$ 351,000
|
Loan payable - related party |
215,070
|
153,528
|
Total current liabilities |
686,742
|
504,528
|
Total Liabilities |
686,742
|
504,528
|
Stockholders' Deficit: |
|
|
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 shares issued and outstanding |
8,679
|
8,500
|
Additional paid-in capital |
817,949
|
398,486
|
Retained deficit |
(1,088,730)
|
(906,516)
|
Total Stockholders' Deficit |
(262,102)
|
(499,530)
|
Total Liabilities and Stockholders' Deficit |
$ 424,640
|
$ 4,998
|
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v3.3.1.900
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Nov. 30, 2015 |
Feb. 28, 2015 |
Stockholders' Deficit: |
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
75,000,000
|
75,000,000
|
Common stock, shares issued |
8,678,571
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8,678,571
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Common stock, shares outstanding |
8,678,571
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8,678,571
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- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Condensed Statements of Operations - USD ($)
|
3 Months Ended |
9 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Nov. 30, 2015 |
Nov. 30, 2014 |
Condensed Statements Of Operations |
|
|
|
|
Revenue |
|
|
|
|
Cost of revenues |
|
|
|
|
Gross profit |
|
|
|
|
Operating Expenses: |
|
|
|
|
Amortization & depreciation |
|
|
|
|
General and administrative |
$ 75,104
|
$ 49,921
|
$ 182,214
|
$ 160,308
|
Total operating expenses |
75,104
|
49,921
|
182,214
|
160,308
|
Income (loss) from operations |
$ (75,104)
|
$ (49,921)
|
$ (182,214)
|
(160,308)
|
Other income (expense) |
|
|
|
|
Interest income |
|
|
|
2
|
Other income (expense) net |
|
|
|
2
|
Income (loss) from continuing operations before provision for income taxes |
$ (75,104)
|
$ (49,921)
|
$ (182,214)
|
$ (160,306)
|
Provision for income tax: |
|
|
|
|
Net income (loss) |
$ (75,104)
|
$ (49,921)
|
$ (182,214)
|
$ (160,306)
|
Net income (loss) per share: |
|
|
|
|
(Basic and fully diluted) Total operations |
$ (0.01)
|
$ (0.01)
|
$ (0.02)
|
$ (0.02)
|
Weighted average number of common shares outstanding |
8,558,655
|
8,500,000
|
8,558,655
|
8,500,000
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v3.3.1.900
Condensed Statements of Cash Flows - USD ($)
|
9 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Cash Flows From Operating Activities: |
|
|
Net income (loss) |
$ (182,214)
|
$ (160,306)
|
Changes in Current Assets and Liabilities- |
|
|
Accounts payable |
3,672
|
(1,461)
|
Accrued officers' compensation |
117,000
|
117,000
|
Net cash provided by (used for) operating activities |
$ (61,542)
|
$ (44,767)
|
Cash Flows From Investing Activities: |
|
|
Net cash provided by (used for) investing activities |
|
|
Cash Flows From Financing Activities: |
|
|
Loan payable - related party |
$ 61,542
|
$ 44,769
|
Net cash provided by (used for) financing activities |
$ 61,542
|
44,769
|
Net Increase (Decrease) In Cash |
|
2
|
Cash At The Beginning Of The Period |
$ 4,998
|
4,986
|
Cash At The End Of The Period |
4,998
|
$ 4,988
|
Schedule of Non-Cash Investing and Financing Activities |
|
|
Common stock issued pursuant to Equity Purchase Agreement 178,571 common shares valued at $2.35 per share |
$ 419,642
|
|
Supplemental Discloures |
|
|
Cash paid for interest |
|
|
Cash paid for income taxes |
|
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v3.3.1.900
ORGANIZATION AND OPERATIONS
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
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 December 16, 2012,
the Company changed its name to Jiu Feng Investment Hong Kong Ltd.
On July 24, 2013, the
Company changed its business sector to the medical sector.
On September 30, 2013,
the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark")
whereby the Company is licensed to sell, market and, or, distribute certain products pertaining to the health care industry; and
to conduct research and development of BioMark's cancer detection scanning technology. The Company's president, Ms. Yan Li is also
president of, and exercises control over, BioMark.
On August 18, 2015, the
Company changed its name to Jubilant Flame International, Ltd.
On November 16, 2015,
the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD ("Rubyfield"),
a company organized under the laws of Hong Kong, whereby the Company is Rubyfield's exclusive independent authorized Master Distributor
for all of North America for certain products pertaining to the cosmetics industry. The Company's president, Ms. Yan Li, is also
president of, and exercises control over Rubyfield.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis
of presentation
The
Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S.GAAP").
Interim
Financial Information.
Interim
financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and
footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted
in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation
of financial position as of November 30, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows
for the three and nine month periods ended November 30, 2015 and 2014, 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 filed on June 5, 2015.
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 reported 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 taxes provision and valuation allowance 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.SSS> 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.
Deferred
Financing Costs
Offering
costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against
the proceeds from these equity transactions if successful or expensed if the proposed equity transactions are unsuccessful. During
the period ended November 30 2015, the Company capitalized as Deferred Financing Costs, 178,571 shares issued and valued at $2.35
per share. Under the aforementioned Equity Purchase Agreement, these shares were issued to the investor and designated as Initial
Commitment Shares, payable upon execution of the agreement as a prepayment. In the event the Company does not obtain or raise
the funds under the agreement, these costs will be immediately expensed. The Company expects to make that determination in the
short term.
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v3.3.1.900
GOING CONCERN
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 3. GOING CONCERN |
The financial statements
have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities
in the normal course of business for the foreseeable future. As at November 30, 2015 the Company had current assets, comprising
of cash, of $4,998 and current liabilities of $686,742 resulting in a working capital deficit of $681,744. The Company currently
has no profitable trading activities and has an accumulated deficit of $1,088,730 as at November 30, 2015. 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.
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- DefinitionDisclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substantial doubt about the entity's ability to continue as a going concern would be expected to be considered. Disclose whether operations for the current or prior years generated sufficient cash to cover current obligations, whether waivers were obtained from creditors relating to the company's default under the provisions of debt agreements and possible effects of such conditions and events, such as: whether there is a possible need to obtain additional financing (debt or equity) or to liquidate certain holdings to offset future cash flow deficiencies. Disclose appropriate parent company information when parent is dependent upon remittances from subsidiaries to satisfy its obligations.
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v3.3.1.900
RELATED PARTY TRANSACTIONS
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 4. RELATED PARTY TRANSACTIONS |
In support of the Company's
efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations
or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment
for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory
note.
As at November 30, 2015,
the Company had a $215,070 loan outstanding with a shareholder of the Company. This compares with the outstanding balance of $153,528
at the fiscal year end of February 28, 2015. The loan is non-interest bearing, due upon demand and unsecured.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
INCOME TAX
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 5. INCOME TAX |
Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred income taxes arise
from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers
are limited under the Internal Revenue Code should a significant change in ownership occur.
At November 30, 2015
the Company had net operating loss carryforwards of approximately $580,697 which begin to expire in 2034. The deferred tax asset
of $197,437 created by the net operating loss has been offset by a 100% valuation allowance. The change in valuation allowance
as of the quarter ended November 30, 2015 was approximately $25,535.
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
ACCRUED OFFICER COMPENSATION
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 6. ACCRUED OFFICER COMPENSATION |
On April 17, 2013 the
Company entered into Employment Agreements with its president, Ms. Yan Li and its secretary and treasurer, Mr. Robert Ireland.
Ms. Li's agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012).
Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000 and shall act as the Company's Chief Executive Officer.
Mr. Ireland's agreement
is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement
Mr. Ireland shall receive an annual salary of $78,000 and shall act as the Company's Secretary and Treasurer.
As at November 30, 2015,
a total of $468,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland.
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- DefinitionThe entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans.
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v3.3.1.900
STOCKHOLDERS' DEFICIT
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 7. 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.
Effective June 18, 2015
the Company issued 178,571 common shares pursuant to the terms of.an Equity Purchase Agreement entered into with Premier Venture,
a California limited liability company.
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.
Total shares issued
and outstanding as at November 30, 2015 were 8,678,571.
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v3.3.1.900
RESTATEMENT
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 8. RESTATEMENT |
The Company identified
an error in these financial statements while in the course of preparing the financial statements for the subsequent quarter ended
November 30, 2015. The error identified related to the actual date of issuance of the shares of common stock associated with the
Equity Purchase Agreement referenced is Note 7. The event was not previously accounted for in the current quarter statements.
The
error had no effect on the Net loss per share as the transaction was related to balance sheet accounts only. The effect of the
error with respect to the balance sheet accounts was to increase the Other asset "Deferred financing costs" in the amount
of $419,642 and to increase the "Common stock in the amount of $179 and an additional $419,463 of "Additional paid in
capital". Schedule
The net effect of the
error and its restatement is set forth as follows:
|
|
As |
|
|
Net |
|
|
As |
|
|
|
Reported |
|
|
Change |
|
|
Restated |
|
Deferred financing fees |
|
$ |
- |
|
|
$ |
419,642 |
|
|
$ |
419,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
8,500 |
|
|
$ |
179 |
|
|
$ |
8,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital |
|
$ |
398,486 |
|
|
$ |
419,463 |
|
|
$ |
817,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock shares issued |
|
|
8,500,000 |
|
|
|
178,571 |
|
|
|
8,678,571 |
|
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v3.3.1.900
SUBSEQUENT EVENTS
|
9 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
NOTE 9. SUBSEQUENT EVENTS |
In accordance with ASC
855-10, "Subsequent Events", the Company has analyzed its operations subsequent to November 30, 2015 to the date these
financial statements were filed with the Securities and Exchange Commission and has determined it has the following material subsequent
event to disclose in these financial statements.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
9 Months Ended |
Nov. 30, 2015 |
Summary Of Significant Accounting Policies Policies |
|
Basis of presentation |
The Company's financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP").
|
Interim Financial Information |
Interim financial statements
included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial
position as of November 30, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows for the three
and nine month periods ended November 30, 2015 and 2014, 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 filed on June 5, 2015.
|
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 reported 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 taxes provision and valuation allowance 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.SSS> 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.
|
Deferred Financing Costs |
Offering costs with
respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the
proceeds from these equity transactions if successful or expensed if the proposed equity transactions are unsuccessful. During
the period ended November 30 2015, the Company capitalized as Deferred Financing Costs, 178,571 shares issued and valued at $2.35
per share. Under the aforementioned Equity Purchase Agreement, these shares were issued to the investor and designated as Initial
Commitment Shares, payable upon execution of the agreement as a prepayment. In the event the Company does not obtain or raise
the funds under the agreement, these costs will be immediately expensed. The Company expects to make that determination in the
short term.
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RESTATEMENT (Table)
|
9 Months Ended |
Nov. 30, 2015 |
Restatement Table |
|
Schedule of restatement |
The net effect of the
error and its restatement is set forth as follows:
|
|
As |
|
|
Net |
|
|
As |
|
|
|
Reported |
|
|
Change |
|
|
Restated |
|
Deferred financing fees |
|
$ |
- |
|
|
$ |
419,642 |
|
|
$ |
419,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
8,500 |
|
|
$ |
179 |
|
|
$ |
8,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital |
|
$ |
398,486 |
|
|
$ |
419,463 |
|
|
$ |
817,949 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock shares issued |
|
|
8,500,000 |
|
|
|
178,571 |
|
|
|
8,678,571 |
|
|
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GOING CONCERN (Details Narrative) - USD ($)
|
Nov. 30, 2015 |
Feb. 28, 2015 |
Going Concern Details Narrative |
|
|
Cash |
$ 4,998
|
$ 4,998
|
Current liabilities |
686,742
|
504,528
|
Working capital deficit |
681,744
|
|
Accumulated deficit |
$ 1,088,730
|
$ 906,516
|
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COMMON STOCK (Details Narrative) - $ / shares
|
Nov. 30, 2015 |
Feb. 28, 2015 |
Common Stock Details Narrative |
|
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
75,000,000
|
75,000,000
|
Common stock, shares issued |
8,678,571
|
8,678,571
|
Common stock, shares outstanding |
8,678,571
|
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|
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v3.3.1.900
RESTATEMENT (Details) - USD ($)
|
Nov. 30, 2015 |
Feb. 28, 2015 |
Deferred financing fees |
$ 419,642
|
|
Common stock |
8,679
|
$ 8,500
|
Additional paid in capital |
$ 419,463
|
|
Common stock shares issued |
8,678,571
|
8,678,571
|
As Repoted [Member] |
|
|
Deferred financing fees |
|
|
Common stock |
$ 8,500
|
|
Additional paid in capital |
$ 398,486
|
|
Common stock shares issued |
8,500,000
|
|
Net Change [Member] |
|
|
Deferred financing fees |
$ 419,642
|
|
Common stock |
179
|
|
Additional paid in capital |
$ 419,463
|
|
Common stock shares issued |
178,571
|
|
As Restated [Member] |
|
|
Deferred financing fees |
$ 419,642
|
|
Common stock |
8,679
|
|
Additional paid in capital |
$ 817,949
|
|
Common stock shares issued |
8,678,571
|
|
X |
- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
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