10-Q 1 jfil_10q.htm FORM 10-Q jfil_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended May 31, 2024

 

 

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)

 

Room 508, T1N Vi Park, 360 Xin Long Road, Shanghai China, 201101

(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 ☒ 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

Emerging growth company

 

 

 

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

 

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

 

As of July 11, 2024, there are 19,985,708 shares of common stock outstanding.

 

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

 

 

 

 

JUBILANT FLAME INTERNATIONAL LTD

 

TABLE OF CONTENTS

 

 

Page

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

F-1

 

Item 2.

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

 

3

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

5

 

Item 4.

Controls and Procedures

 

5

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

6

 

Item 1A.

Risk Factors

 

6

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

6

 

Item 3.

Defaults Upon Senior Securities

 

6

 

Item 4.

Mine Safety Disclosures

 

6

 

Item 5.

Other Information

 

6

 

Item 6.

Exhibits

 

7

 

 

 

 

 

 

SIGNATURES

 

8

 

 

 

2

Table of Contents

  

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

JUBILANT FLAME INTERNATIONAL, LTD.

FOR THE THREE-MONTH PERIODS ENDED MAY 31, 2024

 

Index to Unaudited Financial Statements

 

Contents

 

Page

 

Balance Sheets May 31, 2024 and February 29, 2024 (Unaudited)

 

F-2

 

Statements of Operations for the Three-Month Periods Ended May 31, 2024 and 2023 (Unaudited)

 

F-3

 

Statements of Changes in Stockholders’ Deficit for the Three-Month Periods Ended May 31, 2024 and 2023 (Unaudited)

 

F-4

 

Statements of Cash Flows for the Three-Month Periods Ended May 31, 2024 and 2023 (Unaudited)

 

F-5

 

Notes to Financial Statements (Unaudited)

 

F-6

 

 

 
F-1

Table of Contents

 

JUBILANT FLAME INTERNATIONAL, LTD

BALANCE SHEETS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

May 31,

 

 

February 29,

 

 

 

2024

 

 

2024

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$1,315

 

 

$1,345

 

Prepaid expenses

 

 

7,500

 

 

 

11,250

 

Total current assets

 

 

8,815

 

 

 

12,595

 

Total Assets

 

$8,815

 

 

$12,595

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable – related parties

 

$47,643

 

 

$47,643

 

Accrued expense

 

 

46,970

 

 

 

32,640

 

Accrued officer compensation

 

 

535,500

 

 

 

535,500

 

Loan payable - related parties

 

 

697,786

 

 

 

693,725

 

Total current liabilities

 

 

1,327,899

 

 

 

1,309,508

 

Total Liabilities

 

 

1,327,899

 

 

 

1,309,508

 

 

 

 

 

 

 

 

 

 

Commitment and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Common stock, $0.001 par value per share 75,000,000 shares authorized; 19,985,708 and 19,985,708 shares issued and outstanding, respectively

 

 

19,986

 

 

 

19,986

 

Additional paid in capital

 

 

2,469,045

 

 

 

2,469,045

 

Accumulated deficit

 

 

(3,808,115 )

 

 

(3,785,944 )

Total Stockholders' Deficit

 

 

(1,319,084 )

 

 

(1,296,913 )

Total Liabilities and Stockholders' Deficit

 

$8,815

 

 

$12,595

 

 

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

 

 
F-2

Table of Contents

 

JUBILANT FLAME INTERNATIONAL, LTD

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

 

 

 

 

For the three months ended

 

 

 

May 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Costs and Operating Expenses:

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

-

 

 

 

-

 

Operating, selling, general and administrative

 

 

22,171

 

 

 

23,844

 

Total operating expenses

 

 

22,171

 

 

 

23,844

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(22,171)

 

 

(23,844)

Other income (expense):

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Loss before provision for income tax

 

 

(22,171)

 

 

(23,844)

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(22,171)

 

$(23,844)

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

19,985,708

 

 

 

19,985,708

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-3

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JUBILANT FLAME INTERNATIONAL, LTD

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

 

 

Common Stock

 

 

Additional

paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

Deficit

 

Balances at February 29, 2024

 

 

19,985,708

 

 

$19,986

 

 

$2,469,045

 

 

$(3,785,944 )

 

$(1,296,913 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,171 )

 

 

(22,171 )

Balances at May 31, 2024

 

 

19,985,708

 

 

$19,986

 

 

$2,469,045

 

 

$(3,808,115 )

 

$(1,319,084 )

 

 

 

Common Stock

 

 

Additional

paid in

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

Deficit

 

Balances at February 28, 2023

 

 

19,985,708

 

 

$19,986

 

 

$2,469,045

 

 

$(3,718,579 )

 

$(1,229,548 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,844 )

 

 

(23,844 )

Balances at May 31, 2023

 

 

19,985,708

 

 

$19,986

 

 

$2,469,045

 

 

$(3,742,423 )

 

$(1,253,392 )

 

The accompanying notes are an integral part of these financial statements

 

 
F-4

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JUBILANT FLAME INTERNATIONAL, LTD

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

For the three months

ended May 31,

 

 

 

2024

 

 

2023

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(22,171 )

 

$(23,844 )

Changes in current assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expense

 

 

3,750

 

 

 

3,555

 

Accrued expense

 

 

14,330

 

 

 

(1,580 )

Net cash used in operating activities

 

 

(4,091 )

 

 

(21,869 )

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Net proceeds from related party loans

 

 

4,061

 

 

 

20,789

 

Net cash provided by financing activities

 

 

4,061

 

 

 

20,789

 

Net decrease in cash and cash equivalents

 

 

(30 )

 

 

(1,080 )

Cash and cash equivalents, beginning of period

 

 

1,345

 

 

 

3,582

 

Cash and cash equivalents, end of period

 

$1,315

 

 

$2,502

 

Supplemental Disclosure

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income tax

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these financial statements

 

 
F-5

Table of Contents

 

JUBILANT FLAME INTERNATIONAL, LTD

NOTES TO FINANCIAL STATEMENTS

(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 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 the development of new nutrition food products to sell to customers in the USA. The Company has not generated significant revenue from this new business by the first quarter ended on May 31, 2024.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Interim Financial Information

 

Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of May 31, 2024, results of operations, changes in stockholders' equity (deficit) and cash flows for the three-month periods ended May 31, 2024 and 2023, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K.

 

Use of Estimates and Assumptions

 

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

 

 
F-6

Table of Contents

 

 

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.

 

Net Loss Per Common Share

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.

 

Since the Company has incurred losses for all periods, the impact of the common stock equivalents would be anti- dilutive and therefore are not included in the calculation.

 

NOTE 3 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of May 31, 2024 the Company had current assets of $8,815, and current liabilities total $1,327,899 resulting in a working capital deficit of $1,319,084. The Company currently has small scale operation activities and has an accumulated deficit of $3,808,115 as of May 31, 2024. This raises substantial doubt about the Company's ability to continue as a going concern.

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan in the 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. These financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 4 – PREPAID EXPENSE

 

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2023 to November 30, 2024. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $7,500 as of May 31, 2024 compared to $11,250 as of February 29, 2024.

 

NOTE 5– RELATED PARTY TRANSACTIONS

 

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

 

As of May 31, 2024, the Company had a $697,786 loan outstanding with its CEO, Ms. Yan Li. This compares with the outstanding balance of $693,725 for Ms. Yan Li on February 29, 2024. The loans are non-interest bearing, due upon demand and unsecured.

 

A related party is providing accounting service to the Company at an estimated annual service fee of $19,000.

 

From November 2017, the Company started to purchase cosmetic products from a related party controlled by our CEO. The Company purchased a total of $47,643 of inventory from two related parties which was sold during the year ended February 29, 2020, the accounts payable balance of which is outstanding as of May 31, 2024 and February 29, 2024.

 

NOTE 6– ACCRUED OFFICER 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 36 months (measured from December 4, 2015). Pursuant to the agreement, Ms. Yan shall receive an annual salary of $100,500 and 100,000 shares of the Company’s common stock.

 

As of May 31, 2024, a total of $535,500 has been accrued as salary compensation payable to the president compared to $535,500 on February 29, 2024.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of May 31, 2024 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” 

 

 
F-7

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

 

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

 

Our Business

 

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

 

From the fourth quarter of the fiscal year ended February 28, 2018, the Company started to market and sell cosmetics products imported from Asia -Acropass Series products – in the United States market. 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 the development of new nutrition food products to sell to customers in the USA. No significant revenue has been generated from this new business line.

 

 Results of Operations 

 

Revenue

 

We recognized no sales revenue in the three months ended May 31, 2024 compared to nil sales revenue in the three months ended May 31, 2023.

 

Operating Expenses

 

For the three months ended May 31, 2024 compared to the three months ended May 31, 2023

 

The major components of our operating expenses for the three months ended May 31, 2024 and 2023 are outlined in the table below: 

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

May 31

 

 

May 31

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Officer stock compensation

 

$-

 

 

$-

 

Professional fee

 

$18,391

 

 

$20,289

 

OTC service expense and others

 

$3,780

 

 

$3,555

 

Total operating expenses

 

$22,171

 

 

$23,844

 

 

The $1,673 decrease in our operating costs for the three months ended May 31, 2024, compared to three months ended May 31, 2023, was mainly due to the decrease in audit fee of $2,000 for auditor change.

 

 
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Other Expenses

 

No other expenses incurred during the three-month periods ended May 31, 2024 and 2023.

 

Net Loss

 

For the three months ended May 31, 2024, we recognized a net loss of $22,171 compared to the net loss of $23,844 for the corresponding period in 2023. 

 

Liquidity and Capital Resources

 

Working Capital 

 

 

 

May 31,

2024

 

 

February 29,

2024 

 

Current Assets 

 

$8,815

 

 

$12,595

 

Current Liabilities 

 

 

1,327,899

 

 

 

1,309,508

 

Working Capital Deficit 

 

$(1,319,084 )

 

$(1,296,913 )

 

As of May 31, 2023, the Company had current assets of $8,815, primarily comprising of cash of $1,315, prepaid expenses of $7,500 and current liabilities of $1,327,899, resulting in a working capital deficit of $1,319,084. The Company had limited profitable operation activities and has an accumulated deficit of $3,808,115 as of May 31, 2024. 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, 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 decreased by $17,778 in the three months ended May 31, 2024 compared to the net cash used in operating activities in the three months ended May 31, 2023. The decrease in net cash used in operating activities was primarily the result of a $15,910 increase in accrued professional fee.

 

Cash Flows from Investing Activities

 

We did not generate or use any cash from investing activities during the three months ended May 31, 2024 or 2023.

 

 
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Cash Flows from Financing Activities

 

Our cash provided by financing activities decreased from $20,789 for the three months ended May 31, 2023 to $4,061 for the three months ended May 31, 2024. In both periods, cash was provided by the way of loans from related parties.

 

Future Financings

 

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

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its unaudited condensed financial statements.

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 was effective for the Company’s fiscal years beginning September 1, 2022, including interim periods within those fiscal years. The Company concluded that the standard has no material impact on its unaudited condensed financial statements.

 

Off Balance Sheet Arrangements

 

As of May 31, 2024, 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.

 

 
5

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PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We were not subject to any legal proceedings during the three months ended May 31, 2024, 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

31.1

 

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

31.2

 

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

32.1

 

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

32.2

 

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

101.INS **

 

Inline XBRL Instance 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 Label 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 

 

 

 

 

 

Date: July 11, 2024

By:

/s/ Yan Li

Yan Li

President, Chief Executive Officer

(Principal Executive Officer) and Director

Date: July 11, 2024

By:

/s/ Lei Wang

Lei Wang

(Principal Financial Officer) and Director

 

 
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