Document and Entity Information
Document and Entity Information | 9 Months Ended |
Nov. 30, 2015 | |
Document And Entity Information | |
Entity Registrant Name | JUBILANT FLAME INTERNATIONAL, LTD. |
Entity Central Index Key | 1,517,389 |
Document Type | S1 |
Document Period End Date | Nov. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --02-29 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Current assets | |||
Cash | $ 4,998 | $ 4,988 | $ 4,986 |
Total current assets | 4,998 | $ 4,988 | 4,986 |
Other assets | |||
Deferred financing fees | 419,642 | 30,000 | |
Total other assets | 419,642 | ||
Total Assets | 424,640 | $ 4,988 | 34,986 |
Current liabilities | |||
Accounts payable and accrued liabilities | 3,672 | 1,461 | |
Accrued officer compensation | 468,000 | $ 351,000 | 195,000 |
Loan payable - related party | 215,070 | 153,528 | 93,607 |
Total current liabilities | 686,742 | 504,528 | 290,068 |
Total Liabilities | 686,742 | 504,528 | 290,068 |
Stockholders' Deficit: | |||
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 and 8,500,000 shares issued and outstanding | 8,679 | 8,500 | 8,500 |
Additional paid-in capital | 817,949 | 398,486 | 398,486 |
Retained deficit | (1,088,730) | (906,516) | (662,068) |
Total Stockholders' Deficit | (262,101) | (499,530) | (255,082) |
Total Liabilities and Stockholders' Deficit | $ 424,640 | $ 4,988 | $ 34,986 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Stockholders' Deficit: | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 8,678,571 | 8,500,000 | 8,500,000 |
Common stock, shares outstanding | 8,678,571 | 8,500,000 | 8,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | Feb. 28, 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 | $ 214,460 | $ 336,249 |
Write off of deferred financing costs | 30,000 | |||||
Total operating expenses | 75,104 | 49,921 | 182,214 | 160,308 | 244,460 | $ 336,249 |
Income (loss) from operations | $ (75,104) | $ (49,921) | $ (182,214) | (160,308) | (244,460) | $ (336,249) |
Other income (expense) | ||||||
Interest income | 2 | 12 | ||||
Other income (expense) net | 2 | 12 | ||||
Income (loss) from continuing operations before provision for income taxes | $ (75,104) | $ (49,921) | $ (182,214) | $ (160,306) | $ (244,448) | $ (336,249) |
Provision for income tax: | ||||||
Net income (loss) | $ (75,104) | $ (49,921) | $ (182,214) | $ (160,306) | $ (244,448) | $ (336,249) |
Net income (loss) per share: | ||||||
(Basic and fully diluted) Total operations | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.04) |
Weighted average number of common shares outstanding | 8,558,655 | 8,500,000 | 8,558,655 | 8,500,000 | 8,500,000 | 7,538,356 |
Statement - Statements of Chang
Statement - Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Paid-In Capital | Retained (Deficit) | Total |
Beginning Balance, Amount at Feb. 28, 2013 | $ 6,500 | $ 300,486 | $ (325,819) | $ (18,833) |
Beginning Balance, Shares at Feb. 28, 2013 | 6,500,000 | |||
Compensatory stock issuances @ $0.05 per, Amount | $ 2,000 | $ 98,000 | 100,000 | |
Compensatory stock issuances @ $0.05 per, Shares | 2,000,000 | |||
Net loss for the year | $ (336,249) | (336,249) | ||
Ending Balance, Amount at Feb. 28, 2014 | $ 8,500 | $ 398,486 | (662,068) | (255,082) |
Ending Balance, Shares at Feb. 28, 2014 | 8,500,000 | |||
Net loss for the year | (244,448) | (244,448) | ||
Ending Balance, Amount at Feb. 28, 2015 | $ 8,500 | 398,486 | (906,516) | (499,530) |
Ending Balance, Shares at Feb. 28, 2015 | 8,500,000 | |||
Shares issued for Equity Purchase agreement, Amount | $ 179 | 419,464 | 419,643 | |
Shares issued for Equity Purchase agreement, Shares | 178,571 | |||
Net loss for the year | (182,214) | (182,214) | ||
Ending Balance, Amount at Nov. 30, 2015 | $ 8,679 | $ 817,950 | $ (1,088,730) | $ (262,101) |
Ending Balance, Shares at Nov. 30, 2015 | 8,678,571 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 | Feb. 28, 2014 | |
Cash Flows From Operating Activities: | ||||
Net income (loss) | $ (182,214) | $ (160,306) | $ (244,448) | $ (336,249) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities | ||||
Shares of common stock issued for services | $ 75,000 | |||
Write off of deferred financing costs | $ 30,000 | |||
Changes in Current Assets and Liabilities- | ||||
Accounts payable | 3,672 | (1,461) | (1,461) | |
Accrued officers' compensation | 117,000 | 117,000 | 156,000 | $ 195,000 |
Net cash provided by (used for) operating activities | $ (61,542) | $ (44,767) | $ (59,909) | $ (66,249) |
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 | $ 59,921 | $ 71,235 |
Deferred financing costs | (5,000) | |||
Net cash provided by (used for) financing activities | $ 61,542 | 44,769 | $ 59,921 | 66,235 |
Net Increase (Decrease) In Cash | 2 | 12 | (14) | |
Cash At The Beginning Of The Period | $ 4,998 | 4,986 | 4,986 | 5,000 |
Cash At The End Of The Period | 4,998 | $ 4,988 | $ 4,998 | 4,986 |
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 | |||
500,000 shares of common stock issued as deferred financing costs | $ 25,000 | |||
Supplemental Discloures | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. | Jubliant Fame 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, Inc. 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 BioMarks cancer detection scanning technology. On May 18, 2015 the Company changed its name to Jubilant Flame International, Ltd. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. Deferred Financing Costs | Basis of presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.GAAP). Use of estimates and assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the 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 Companys significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to and estimated useful lives of office equipment; 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. 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 Costs with respect to issue of common stock, warrants, stock options or debt instruments by the Company are initially deferred and ultimately offset against the proceeds from such equity transactions or amortized as debt discount over the term of any debt funding if successful or expensed if the proposed equity or debt transaction is unsuccessful. During the twelve months ended February 28, 2014, the Company paid cash in the amount of $5,000 and issued 500,000 shares of common stock valued at $25,000 as compensation for the preparation of a form S-1 to be filed when completed. Effective February 28, 2015, while it is still the Companys intention to complete an S-1 financing, it was determined that much of the work performed in respect of these deferred financing costs was now out of date and would need to be substantially updated. Accordingly the Company has fully written off these deferred financing costs effective February 28, 2015. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-1-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Companys financial assets and liabilities, such as cash, deferred financing costs, accounts payable and accrued expenses and loan payable related party approximate their fair values because of the short maturity of these instruments. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Companys long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Companys overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Companys stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss). Commitments and contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. 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 Companys 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 Companys 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. Income taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 2660-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common 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 common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares issued or outstanding during the years ended February 28, 2015 and February 28, 2014. Advertising Costs The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the years ended February 28, 2015 and 2014. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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, comprised 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. | 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 February 28, 2015 the Company had current assets, comprising of cash, of $4,998 and current liabilities of $504,528 resulting in a working capital deficit of $499,530. The Company currently has no profitable trading activities and has an accumulated deficit of $906,516 as at February 28, 2015. This raises substantial doubt about the Companys 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 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. | In support of the Companys efforts and cash requirements, it may 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 of February 28, 2015, the Company had a $153,528 loan outstanding with a shareholder of the Company. The loan is non-interest bearing, due upon demand and unsecured. |
INCOME TAX
INCOME TAX | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. | 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 February 28, 2015 the Company had net operating loss carryforwards of approximately $397,000 which expire in 2034. The deferred tax asset of $60,000 created by the net operating loss has been offset by a 100% valuation allowance. The change in valuation allowance in 2015 was approximately $11,000. |
ACCRUED OFFICER COMPENSATION
ACCRUED OFFICER COMPENSATION | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. | 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. Lis agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2013). Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000 and shall act as the Companys Chief Executive Officer. Mr. Irelands 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 Companys Secretary and Treasurer. As at February 28, 2015, a total of $351,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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. | The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. No shares of common stock were issued during the year ended February 28, 2015. On August 15, 2013 the Company issued 2,000,000 shares of its common stock to unrelated parties for services rendered. The share issuance was valued at $0.05 per common share. At close of business on August 15, 2013 the stock was quoted at a price of $1.46 per share, but as there was, and is, no active trading market, management does not believe that this is a true indication of the fair value of these shares. The value assigned is based on the price at which the Company had most recently sold shares of its common stock for cash. 1,500,000 of the shares issued in the year related to consulting services and the $75,000 cost associated with them expensed in the statement of operations. 500,000 of the shares and the issued in the year related to preparation of a form S1 and the $25,000 cost associated with them has been capitalized as deferred financing costs. Total shares outstanding as at February 28, 2015 were 8,500,000. |
RESTATEMENT
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 We expect to realize the benefit of the deferred financing costs in the near term and will continue to evaluate it for amortization as debt discount over the term of any debt funding if successful or expensed if the proposed equity or debt transaction is unsuccessful. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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 no material subsequent events to disclose in these financial statements. | On May 18, 2015 the Company changed its name to Jubilant Flame International, Ltd. In accordance with ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to February 28, 2015 to the date these financial statements were filed with the Securities and Exchange Commission and has determined that, other than as disclosed above, it does not have any material subsequent events to disclose in these financial statements |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 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"). | The Companys 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 Companys significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to and estimated useful lives of office equipment; 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. | |
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 the issuance 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. The Company expects to close an equity transactrion offsetting these financing costs within 90 days, and therefore such costs are capitalized. | Costs with respect to issue of common stock, warrants, stock options or debt instruments by the Company are initially deferred and ultimately offset against the proceeds from such equity transactions or amortized as debt discount over the term of any debt funding if successful or expensed if the proposed equity or debt transaction is unsuccessful. During the twelve months ended February 28, 2014, the Company paid cash in the amount of $5,000 and issued 500,000 shares of common stock valued at $25,000 as compensation for the preparation of a form S-1 to be filed when completed. Effective February 28, 2015, while it is still the Companys intention to complete an S-1 financing, it was determined that much of the work performed in respect of these deferred financing costs was now out of date and would need to be substantially updated. Accordingly the Company has fully written off these deferred financing costs effective February 28, 2015. |
Fair value of financial instruments | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-1-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Companys financial assets and liabilities, such as cash, deferred financing costs, accounts payable and accrued expenses and loan payable related party approximate their fair values because of the short maturity of these instruments. | |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Companys long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Companys overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Companys stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss). | |
Commitments and contingencies | The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |
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 Companys 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 Companys 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. | |
Income taxes | The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Net income (loss) per common share | Net income (loss) per common share is computed pursuant to section 2660-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common 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 common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares issued or outstanding during the years ended February 28, 2015 and February 28, 2014. | |
Advertising Costs | The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the years ended February 28, 2015 and 2014. |
RESTATEMENT (Table)
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 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Advertising expense | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Going Concern Details Narrative | |||
Cash | $ 4,998 | $ 4,988 | $ 4,986 |
Current liabilities | 686,742 | 504,528 | 290,068 |
Working capital deficit | 681,744 | 499,530 | |
Accumulated deficit | $ 1,088,730 | $ 906,516 | $ 662,068 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Related Party Transactions Details Narrative | |||
Loan payable - related party | $ 215,070 | $ 153,528 | $ 93,607 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 2015 | |
Income Tax Details Narrative | ||
Net operating loss carry forwards | $ 580,697 | $ 397,000 |
Net operating loss carry forwards expire year | 2,034 | 2,034 |
Deferred tax asset | $ 197,437 | $ 60,000 |
Valuation allowance | 100.00% | 100.00% |
Change in the valuation allowance | $ 25,535 | $ 11,000 |
ACCRUED OFFICER COMPENSATION (D
ACCRUED OFFICER COMPENSATION (Details Narrative) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Accrued Officer Compensation Details Narrative | |||
Accrued compensation | $ 468,000 | $ 351,000 | $ 195,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - $ / shares | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Stockholders Deficit Details Narrative | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 8,678,571 | 8,500,000 | 8,500,000 |
Common stock, shares outstanding | 8,678,571 | 8,500,000 | 8,500,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 |
Deferred financing fees | $ 419,642 | ||
Common stock | 8,679 | $ 8,500 | $ 8,500 |
Additional paid in capital | $ 419,463 | ||
Common stock shares issued | 8,678,571 | 8,500,000 | 8,500,000 |
As Reported [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 |
RESTATEMENT (Details Narrative)
RESTATEMENT (Details Narrative) | Nov. 30, 2015USD ($) |
Restatement Details Narrative | |
Deferred financing costs | $ 419,642 |
Increased common stock | 179 |
Additional paid in capital | $ 419,463 |