UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code.)
+
(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.
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 | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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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
As of September 28, 2022, there are
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
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JUBILANT FLAME INTERNATIONAL, LTD.
FOR THE SIX-MONTH PERIODS ENDED August 31, 2022
Index to Unaudited Financial Statements
Contents |
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Balance Sheets August 31, 2022 and February 28, 2022 (Unaudited) |
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Statements of Cash Flows for the Six-Month Periods Ended August 31, 2022 and 2021 (Unaudited) |
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| Table of Contents |
JUBILANT FLAME INTERNATIONAL, LTD
Balance Sheets
(Unaudited)
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ASSETS |
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Current assets |
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Cash |
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Prepaid expenses |
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Total current assets |
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Total Assets |
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LIABILITIES STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Due to related party |
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Accrued officer compensation |
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Loan payable - related parties |
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Total current liabilities |
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Total Liabilities |
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Commitment and Contingencies |
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Stockholders’ Deficit |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
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The accompanying notes are an integral part of these financial statements.
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| Table of Contents |
JUBILANT FLAME INTERNATIONAL, LTD
Statements of Operations
(Unaudited)
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Sales of goods |
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Total revenue |
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Costs and Operating Expenses: |
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Cost of goods sold |
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Operating, selling, general and administrative |
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Total operating expenses |
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Loss from operations |
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Other Income |
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Income (loss) before provision for income taxes |
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Net Income (loss) |
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Net Income (loss) per share |
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Basic |
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Diluted |
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Weighted average shares used in per share computation |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these financial statements
| F-3 |
| Table of Contents |
JUBILANT FLAME INTERNATIONAL, LTD
Statement of Changes in Stockholders’ Deficit
(Unaudited)
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Balance as of May 31, 2022 |
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Net income for the period |
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Balance as of August 31, 2022 |
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Balance as of May 31, 2021 |
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Shares awarded for stock compensation |
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Net income for the period |
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Balance as of August 31, 2021 |
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For the Six Months ended August 31, 2022 and 2021 | ||||||||||||||||||||
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Balance as of February 28, 2022 |
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Net loss for the period |
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Balance as of August 31, 2022 |
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Balance as of February 28, 2021 |
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Shares awarded for stock compensation |
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Net loss for the period |
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Balance as of August 31, 2021 |
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The accompanying notes are an integral part of these financial statements
| F-4 |
| Table of Contents |
JUBILANT FLAME INTERNATIONAL, LTD
Statement of Cash Flows
(Unaudited)
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Cash Flows from Operating Activities: |
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Net loss |
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Adjustments to reconcile net (loss) to net cash provided by operating activities |
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Share based compensation |
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Changes in Current Assets and Liabilities: |
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Prepaid expense |
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Accounts payable |
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Net cash (used in) provided by operating activities |
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Cash Flows from Financing Activities: |
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Net proceeds from related party loans |
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Net cash provided by financing activities |
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Net Increase (Decrease) In Cash |
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Cash at The Beginning Of The Period |
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Cash at The End Of The Period |
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Supplemental Disclosure |
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Cash paid for interest |
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Cash paid for income tax |
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The accompanying notes are an integral part of these financial statements
| F-5 |
| Table of Contents |
JUBILANT FLAME INTERNATIONAL, LTD
Notes to Financial Statements
August 31, 2022
(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 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 until January 2020 when it ceased this business.
From the third quarter of the year ended February 29, 2020, the company began its new business line of providing technical support services for development of new nutrition food products to sell to customers in USA. The company had not generated significant revenue from this new business.
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 August 31, 2022, results of operations, changes in stockholders’ equity (deficit) and cash flows for the six month periods ended August 31, 2022 and 2021, 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.
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.
| F-6 |
| Table of Contents |
Net Income/(loss) Per Common Share
Basic net income/(loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income/(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.
Since the company has incurred losses for all periods except the second quarter ended at August 31, 2021, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation in those periods.
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 August 31, 2022 the Company had current assets of $
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 nutrition product technology support 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, 2021 to November 30, 2022. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $
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.
| F-7 |
| Table of Contents |
As of August 31, 2022, the Company had a $
A related party is providing accounting service to the company at an estimated annual service fee of $
From November 2017, the Company started to purchase cosmetic products from a related party controlled by our CEO. The Company purchased a total of $
NOTE 6 – ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION
On December 15, 2015, the Company entered into an employment agreement with its president, Ms. Yan Li. The agreement was retroactively effective as of December 4, 2015, for a term of
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 receive a total of
As of August 31, 2022, a total of $
During the three months ended August 31, 2022, a total of $
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 “Subsequent Events”, the company has analyzed its operations subsequent to August 31, 2022, to September 28, 2022, the date when the financial statements were issues. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded.
| F-8 |
| Table of Contents |
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 MDA 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. In the beginning of 2020, the Company ceased the marketing and selling of cosmetic products in the United States.
From the third quarter of the year ended February 29, 2020, the company began providing technical support services for development of new nutrition food products to sell to customers in USA.
Results of Operations
Revenue
We recognized no sales revenue in the three months ended August 31, 2022 and 2021.
Operating Expenses
For the three months ended August 31, 2022 compared to the three months ended August 31, 2021
The major components of our operating expenses for the three months ended August 31, 2022 and 2021 are outlined in the table below:
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| Three Months Ended |
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| Three Months Ended |
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| Aug 31 |
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| Aug 31 |
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| 2022 |
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| 2021 |
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Officer compensation |
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| - |
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| 4,500 |
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Professional fee |
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| 10,604 |
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| 10,761 |
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OTC Filing fees |
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| 3,500 |
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| 3,000 |
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Other GA |
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| - |
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| 72 |
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Total operating expenses |
| $ | 14,104 |
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| $ | 18,333 |
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The $4,229 decrease in our operating costs for the three months ended August 31, 2022 compared to three months ended August 31, 2021, was mainly due to a decrease of $4,500 decrease in officer stock compensation.
For the six months ended August 31, 2022 compared to the six months ended August 31, 2021
The major components of our operating expenses for the six months ended August 31, 2022 and 2021 are outlined in the table below:
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| Six Months Ended |
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| Six Months Ended |
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| Aug 31 |
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| Aug 31 |
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| 2022 |
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| 2021 |
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Officer compensation |
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| - |
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| 9,000 |
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Professional fee |
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| 25,017 |
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| 25,032 |
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OTC Filing fees |
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| 7,000 |
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| 6,000 |
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Other GA |
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| - |
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| 72 |
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Total operating expenses |
| $ | 32,017 |
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| $ | 40,104 |
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| 3 |
| Table of Contents |
The $8,087 decrease in our operating costs for the six months ended August 31, 2022 compared to six months ended August 31, 2021, was mainly due to a decrease of $9,000 decrease in officer compensation.
Other Income
For the three months ended August 31, 2022, we recognized other income of zero compared to $22,000 for the corresponding period in 2021.
For the six months ended August 31, 2022, we recognized other income of zero compared to $22,243 for the corresponding period in 2021.
No other expenses incurred during the three months and six months periods ended August 31, 2022 and 2021.
Net income (Loss)
For the three months ended August 31, 2022, we recognized a net loss of $ 14,104 compared to the net income of $3,667 for the corresponding period in 2020.
For the six months ended August 31, 2022, we recognized a net loss of $ 32,017 compared to the net loss of $17,861 for the corresponding period in 2021.
Liquidity and Capital Resources
Working Capital
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| August 31, |
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| February 28, |
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| 2022 |
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| 2022 |
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Current Assets |
| $ | 7,082 |
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| $ | 14,082 |
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Current Liabilities |
| $ | 1,207,102 |
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| $ | 1,182,085 |
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Working Capital Deficit |
| $ | (1,200,020 | ) |
| $ | (1,168,003 | ) |
As of August 31, 2022, the Company had current assets of $7,082, primarily comprising of cash of $3,582, prepaid expenses of $3,500 and current liabilities of $1,207,102, resulting in a working capital deficit of $1,200,020. The Company had limited profitable operation activities and has an accumulated deficit of $3,689,052 as of August 31, 2022. This raises substantial doubt about the Company’s ability to continue as a going concern.
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.
Based on the Company’s current operating plan and global coronavirus pandemic impact, 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 nutrition product technology support 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 $15,156 in the six months ended August 31, 2022 of $9,517 compared to the net cash provided in operating activities in the six months ended August 31, 2021 of $5,639. The decrease in net cash used in operating activities was primarily the result of a $22,000 shared operating income decrease offset with a decrease of $7,000 in professional fee payment.
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Cash Flows from Investing Activities
We did not generate or use any cash from investing activities during the six months ended August 31, 2022 or 2021.
Cash Flows from Financing Activities
Our cash provided by financing activities decreased from $16,532 for the six months ended August 31, 2021 compared to $9,517 for the six months ended August 31, 2022. In both periods, cash was provided by the way of loans from related parties.
Future Financing
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.
Off Balance Sheet Arrangements
As of August 31, 2022, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective. We are presently examining changes to our procedures and policies to ensure a more timing reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We were not subject to any legal proceedings during the six months ended August 31, 2022, and currently we are not involved in any pending litigation or legal proceedings.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
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ITEM 6. EXHIBITS
The following documents are filed as a part of this report:
EXHIBIT NUMBER |
| DESCRIPTION |
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101.INS ** |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH ** |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL ** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF ** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB ** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE ** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104** |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| JUBILANT FLAME INTERNATIONAL LTD |
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Date: September 28, 2022 | By: | /s/ Yan Li | |
Yan Li | |||
President, Chief Executive Officer (Principal Executive Officer) and Director | |||
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Date: September 28, 2022 | By: | /s/ Lei Wang | |
Lei Wang | |||
(Principal Financial Officer) and Director | |||
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