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Excrept from filing document 2025-02-28

This Annual Report contains forward looking statements Forward looking statements are projections of events revenues income future economic performance or management s plans and objectives for our future operations In some cases you can identify forward looking statements by terminology such as may should expects plans anticipates believes estimates predicts potential or continue or the negative of these terms or other comparable terminology These statements are only predictions and involve known and unknown risks uncertainties and other factors including the risks in the section entitled Risk Factors and the risks set out below any of which may cause our or our industry s actual results levels of activity performance or achievements to be materially different from any future results levels of activity performance or achievements expressed or implied by these forward looking statements These risks include by way of example and not in limitation
This list is not an exhaustive list of the factors that may affect any of our forward looking statements These and other factors should be considered carefully and readers should not place undue reliance on our forward looking statements Forward looking statements are made based on management s beliefs estimates and opinions on the date the statements are made and we undertake no obligation to update forward looking statements if these beliefs estimates and opinions or other circumstances should change Although we believe that the expectations reflected in the forward looking statements are reasonable we cannot guarantee future results levels of activity performance or achievements Except as required by applicable law including the securities laws of the United States we do not intend to update any of the forward looking statements to conform these statements to actual results
Jubilant Flame International LTD was organized in the state of Nevada on September 29 2009 under the name Liberty Vision Inc The Company provided web development and marketing services for clients through a wholly owned subsidiary until December 5 2012 when the Company disposed of its subsidiary to a shareholder for a nominal sum On December 16 2012 the Company changed its name to Jiu Feng Investment Hong Kong LTD On August 18 2015 the Company changed its name to Jubilant Flame International Ltd
Previously the Company was engaged in the business of developing and marketing medical products including Bone Induction Artificial Bone and Vacuum Sealing Drainage under a license from BioMark Starting the fourth quarter of fiscal year ended February 28 2018 the Company has started a new line of business to promote and sell a new cosmetics product Acropass series in United States
The Company also has a Master Service Agreement the MSA with a third party Manager Pursuant to MSA the Manager agrees to provide branding services social media management services ad campaign services and manage and operate the Company s online shopping platform in the United States and the Company s Amazon account with respect to the sales of the Acropass products the Company has purchased from Rubyfield
From the third quarter of year ended February 29 2020 the company started to provide technical support services for development of new nutrition material and product to customers The technical support focuses on a nutrition food series which is selling in the USA market Currently the nutrition food series include SEA BUCKTHORN and Organic Sprouting Powder The company s technology background directors provide excellent technical service to manufacturers in the USA
By the third quarter of year ended February 29 2020 the Company had purchased two type of Acropass products for resale in the United States from Rubyfield Acropass Trouble Care for acne treatment and Acropass Ageless Lifter for wrinkle treatment collectively Acropass Products The Acropass Products are made of hydrocolloid patches with dissolving microstructures The microstructures contain hyaluronic acid and epidermal growth factor Hyaluronic Acid is a natural moisturizing agent that delivers nutrients to skin cells and blocks water evaporation from the skin enabling the skin to maintain adequate amounts of water EGF protects the skin s innate natural growth and robustness by preventing the appearance of skin aging and sagging Both ingredients work together to improve the appearance of skin elasticity and reduces the appearance of wrinkles and acne
From the third quarter of year ended February 29 2020 the company started to provide technical support services in connection with nutritionally oriented food that include Sea Buckthourn and Organic Spouting Powder The company s technology background directors make our service match customers needs well
We do not have any brick and mortar stores and sells the Acropass Products directly to our customers on our own website or via Amazon We hired the Manager to manage the sales and distribution of our products but we did not engage any distributors to distribute our products Based on our sales and inventories we ordered additional inventory from Rubyfield under the Resale Agreement Rubyfield then shipped the inventory from China to the Manager in the United States and the Manager fulfills our customers orders on the website and via Amazon
Because we were essentially an online business we directly targeted our customers by promoting our products on our website or via social media internet advertisement and media reviews On our products shopping website http www acropass shop com we had detailed product descriptions promotional videos and photos to educate our customers about our products and address potential concerns and questions from our customers
In addition to our website we also utilized social medical platforms to market our products we had established a Facebook account that allows us to promote our skin care products and interact with our existing and potential customers We also had presence on Instagram and Twitter and regularly launch social media campaign on different platforms until we ceased the marketing and selling of cosmetic products in the United States In the beginning of 2020 the Company ceased the marketing and selling of cosmetic products in the United States
The skin care product in the United States is very competitive Brand recognition quality of products packaging ingredients celebrity effects and price are some of the many factors that impact consumers choices among competing products and brands Marketing promotion merchandising branding and positive customer and media review have a significant impact on consumers buying decisions We compete against a number of companies most of which have substantially greater resources than we do
Our principal competitors consist of well known multinational manufacturers and marketers most of which design manufacture market and sell their products under multiple brand names We also faced competition from smaller independent brands skin care specialty websites as well as some retailers In the beginning of 2020 the Company ceased the marketing and selling of cosmetic products in the United States
The company s technical support service to nutrition food industry is unique SEA BUCKTHORN is highly beneficial to the heart disease diabetes and boost the immune system treatment Organic Sprouting Powder contains high level of plant protein We believe we will gain recognition among our targeted customers
Rubyfield is the principal and sole supplier of the Company s Acropass Products The Company entered into a Resale Agreement with Rubyfield pursuant to which the Company agrees to purchase Acropass Products from Rubyfield The Resale Agreement expires on December 31 2019 and the Company didn t renew the agreement upon the expiration
Through a Resale Agreement with Rubyfield the Company has the rights to distribute Acropass Products in the United States The Company does not own any intellectual property nor did the Company enter into any license arrangement with Raphas or Rubyfield with respect to Acropass Products or their intellectual property
From the third quarter of year ended February 28 2020 the company started new business line to provide technical support services of development of new healthy material and product to customers The company believes its technology background directors may develop new intellectual property in this new service business area The company has not generated revenue from this new business line
We do not need governmental approval to market and distribute our products in the United States but our products are regulated by the Federal Food Drug and Cosmetic Act FD C Act and the Fair Packaging and Labeling Act FPLA because they are considered cosmetics FDA regulates cosmetics under the authority of these laws Our products registered in the FDA volunteer registration program
The FD C Act defines cosmetics by their intended use as articles intended to be rubbed poured sprinkled or sprayed on introduced into or otherwise applied to the human body for cleansing beautifying promoting attractiveness or altering the appearance FD C Act sec 201 i The FD C Act prohibits the marketing of adulterated or misbranded cosmetics in interstate commerce Adulteration refers to violations involving product composition whether they result from ingredients contaminants processing packaging or shipping and handling Misbranding refers to violations involving improperly labeled or deceptively packaged products Under the FD C Act a product also may be misbranded due to failure to provide material facts This means for example any directions for safe use and warning statements needed to ensure a product s safe use
In addition under the authority of the FPLA FDA requires a list of ingredients for cosmetics marketed on a retail basis to consumers Title 21 Code of Federal Regulations Cosmetics that fail to comply with the FPLA are considered misbranded under the FD C Act This requirement does not apply to cosmetics distributed solely for professional use institutional use such as in schools or the workplace or as free samples
FDA s legal authority over cosmetics is different from their authority over other medical products they regulate Under the law cosmetic products and ingredients do not need FDA premarket approval with the exception of color additives However FDA can pursue enforcement action against products on the market that are not in compliance with the law or against firms or individuals who violate the law
Our officers and directors are responsible for planning developing and operational duties and will continue to do so throughout the early stages of our growth Currently we have five employees In the future when our business plans require we will add additional staff who may be full or part time employees or consultants
We prepare an annual report that includes audited financial information We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934 We are subject to disclosure filing requirements including filing Form 10 K annually and Form 10 Q quarterly In addition we will file Form 8 K current reports and proxy materials and other information from time to time as required We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act The public may read and copy any materials that we file with the Securities and Exchange Commission SEC at the SEC s Public Reference Room at 100 F Street NE Washington DC 20549 The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 800 SEC 0330 The SEC maintains an Internet site http www sec gov that contains reports proxy and information statements and other information regarding issuers that file electronically with the SEC
Our common stock is currently quoted on the OTCQB Bulletin Board under the symbol JFIL Because we are quoted on the OTCQB Bulletin Board our securities may be less liquid receive less coverage by security analysts and news media and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange Although there is trading in our common stock from time to time there is no established market for our common stock In the past year it has traded the price per share has been in the 0 0155 to 0 0709 range during the year ended February 28 2025 These prices reflect inter dealer prices without retail mark up mark down or commission and may not necessarily represent actual transaction values
Between December 2015 and February 28 2025 the Company issued 900 000 shares of common stock to its CEO Ms Yan Li under her employment agreement 550 000 shares to its current CFO Mr Lei Wang 200 000 shares to its current Secretary Treasurer Mr Kecheng Xu 300 000 shares to its new board director Brian Cheng The issuance of shares to officers were made in reliance upon the exemption from securities registration afforded by Section 4 2 of the 1933 Act See Item 11 Executive Compensation Employment Agreements and Related Transactions
The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein In connection with and because we desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by or on our behalf whether or not in future filings with the Securities and Exchange Commission Forward looking statements are statements not based on historical information and which relate to future operations strategies financial results or other developments Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business economic and competitive uncertainties and contingencies many of which are beyond our control and many of which with respect to future business decisions are subject to change These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by or our behalf We disclaim any obligation to update forward looking statements
From last quarter of the fiscal year ended February 28 2018 we started to promote and sell our new cosmetic products in the United States market We purchase the Acropass Products and other Products from an affiliated company in China In the beginning of 2020 the Company ceased the marketing and selling of cosmetic products in the United States From the third quarter of year ended February 29 2020 the company started to provide technical support services in connection with nutritionally oriented food that include Sea Buckthourn and Organic Spouting Powder We recognized Nil of revenue during the fiscal year ended February 28 2025 and February 29 2024 respectively The result was primarily due to slow down in new business line
During the fiscal year ended February 28 2025 we incurred a net loss of 59 672 compare to a net loss of 67 365 during the fiscal year ended February 29 2024 During the fiscal year ended February 28 2025 we used 69 819 in operating activities compared to 63 890 during the fiscal year ended February 29 2024 the operating cash use increase is mainly due to small increase of professional fee due
We have audited the accompanying balance sheets of Jubilant Flame International Ltd the Company as of February 28 2025 and February 29 2024 and the related statements of operations changes in stockholders deficit and cash flows for each of the two years in the period ended February 28 2025 and the related notes collectively referred to as the financial statements In our opinion the financial statements present fairly in all material respects the financial position of the Company as of February 28 2025 and February 29 2024 and the results of its operations and its cash flows for each of the two years in the period ended February 28 2025 in conformity with accounting principles generally accepted in the United States of America
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern As described in Note 3 to the financial statements the Company has suffered recurring losses from operations and has working capital and stockholders deficit that raise substantial doubt about its ability to continue as a going concern Management s plans regarding these matters are also described in Note 3 The financial statements do not include any adjustments that might result from the outcome of this uncertainty
These financial statements are the responsibility of the Company s management Our responsibility is to express an opinion on the Company s financial statements based on our audit We are a public accounting firm registered with the Public Company Accounting Oversight Board United States PCAOB and are required to be independent with respect to the Company in accordance with the U S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
We conducted our audit in accordance with the standards of the PCAOB Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud The Company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting Accordingly we express no such opinion
Our audit included performing procedures to assess the risks of material misstatements of the financial statements whether due to error or fraud and performing procedures that respond to those risks Such procedures included examining on a test basis evidence regarding the amounts and disclosures in the financial statements Our audit also included evaluating the accounting principles used and significant estimates made by management as well as evaluating the overall presentation of the financial statements We believe that our audit provides a reasonable basis for our opinion
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that 1 relate to accounts or disclosures that are material to the financial statements and 2 involved our especially challenging subjective or complex judgments We determined that there are no critical audit matters
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 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 its new business line of providing technical support services for development of new nutrition food products to sell to customers in USA The Company has not generated revenue from this new business by the year ended February 28 2025
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
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
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 asset s 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 Company s overall business strategy iii significant negative industry or economic trends iv increased competitive pressures v a significant decline in the Company s 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
In December 2023 the FASB issued ASU 2023 09 Income Taxes Topic 740 Improvements to Income Tax Disclosures ASU 2023 09 is intended to improve income tax disclosure requirements by requiring 1 consistent categories and greater disaggregation of information in the rate reconciliation and 2 the disaggregation of income taxes paid by jurisdiction The guidance makes several other changes to the income tax disclosure requirements The guidance in ASU 2023 09 will be effective for annual reporting periods in fiscal years beginning after December 15 2024 The Company is currently evaluating the impact that the adoption of ASU 2023 09 will have on its financial statements and disclosures
The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements which represents the amount that would be received on the sale date of an asset or paid to transfer a liability as the case may be in an orderly transaction between market participants As such fair value may be based on assumptions that market participants would use in pricing an asset or liability The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level
Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active quoted prices for similar assets or liabilities in active markets inputs other than quoted prices that are observable for the assets or liabilities or inputs that are derived principally from or corroborated by observable market data by correlation or other means
Deferred income tax assets and liabilities are provided for based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date
The Company recognizes eCommerce sales revenue net of sales taxes and estimated sales returns upon delivery to the customer Additionally estimated sales returns are calculated using historical experience of actual returns as a percent of sales No sales or estimated sales returns was recorded for the year ended February 28 2025 and February 29 2024
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
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 February 28 2025 the Company had a working capital deficit of 1 356 585 The Company currently has limited profitable trading activities and has an accumulated deficit of 3 845 616 as of February 28 2025
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 The Company has not generated revenue from this new business line 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 nutrition food technical service 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 do not include any adjustments that might result from the outcome of this uncertainty
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 of February 28 2025 the Company had a 763 424 advance payment from its CEO Ms Yan Li This compares with an outstanding balance of 693 725 for Ms Yan Li as of February 29 2024 The advances are non interest bearing due upon demand and unsecured The company business is operated from an office provided by the CEO
From November 2017 the Company began purchasing cosmetic and sprout products from two related parties 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 February 28 2025 and February 29 2024
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
There were permanent differences and temporary differences to reconcile the tax provision for the years ended February 28 2025 and February 28 2024 other than the change in valuation allowance of 14 567 and 13 294 respectively All tax years from inception remain open for examination by the tax authorities
In accordance with ASC 855 10 Subsequent Events the Company has analyzed its operations subsequent to February 28 2025 to April 3 2025 the date when the financial statements were issued Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded processed summarized and reported within the time periods specified in the U S Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure
Pursuant to Rule 13a 15 b under the Securities Exchange Act of 1934 as amended the Exchange Act we carried out an evaluation with the participation of our Chief Executive Officer and Chief Financial Officer the sole officers of the effectiveness of the design and operation of our disclosure controls and procedures Based on management s evaluation as of the end of the period covered by this Annual Report our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a 15 e under the Exchange Act were ineffective as of the end of the period covered by this annual report
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a 15 f and 15d 15 f of the Exchange Act Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States
Because of its inherent limitations internal control over financial reporting may not prevent or detect misstatements Therefore even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives Furthermore smaller reporting companies face additional limitations Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls
Our management with the participation of the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company s internal control over financial reporting as of February 29 2024 In making this assessment our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission COSO in Internal Control Integrated Framework Based on that evaluation our management concluded that as of February 29 2024 our internal controls over financial reporting were ineffective because 1 the Company lacks a functioning audit committee and there is a lack of independent directors on the board of directors resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures 2 due to the lack of employees the Company has inadequate segregation of duties consistent with control objectives and 3 the Company has ineffective controls over its period end financial disclosure and reporting processes The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 29 2024 Because of our overall limited financial resources we cannot estimate when we may begin to remediate any of the foregoing deficiencies and the time frame in which they will be remediated if and when begun
This Annual Report does not include an attestation report of the Company s registered public accounting firm regarding internal control over financial reporting Management s report was not subject to attestation by the Company s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that exempt smaller reporting companies from such requirement
There have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that occurred during our last fiscal quarter that has materially affected or is reasonable likely to materially affect our internal control over financial reporting
Each director serves until our next annual meeting of stockholders or until his or her successor is elected and qualified unless he or she resigns earlier or is removed The Board of Directors elects the officers of the Company and their terms of office are at the discretion of the Board of Directors unless they resign At the present time members of the board of directors are not compensated for their services on the board of directors
Ms Yan Li is a permanent resident of Canada and has been living in Vancouver since 2008 Ms Li is our President and Chief Executive Officer and is a member of the Board of Directors Ms Yan Li also manages and is a board member of several private companies including Jiu Feng Investment Ltd from 2008 to date Jiu Feng Investment Management Shanghai Ltd from 2000 to date Shanghai Xiu Ling Hanhe Landscaping Engineering Ltd from 1999 to date Biomark China Inc from 2008 to date and JF NAIC from 2012 to date Ms Li holds a bachelor degree in financial and bank management from the Shanghai Financial Economical University
Lei Wang is a resident of the USA Mr Wang has been our Chief Financial Officer and a member of the Board of Directors since August 30 2017 Mr Wang has over 20 years of accounting and audit work experience at public and private companies including reconciliation supervisor at financial administration office of Prairie View A M University from 2011 to 2013 auditor at a CPA firm in Houston from 2013 to 2016 the owner of financial and accounting service firm Wang LSC Consulting LLC from 2017 to date Mr Wang holds a master degree in accounting from Texas A M university and is a licensed CPA member in Texas USA
Kecheng Xu is a resident of China Mr Xu has been our Secretary Treasurer and a member of the Board of Directors of the Company since August 30 2017 Mr Xu has over 6 years financial work experience at private sector including Jiu Feng Investment Management Shanghai Ltd from 2012 to date and Equity investment manager at TFTR Investment Co Ltd from 2016 to date Mr Xu holds a Financial MBA from Shanghai Advanced Institute of Finance SJTU and received a bachelor degree in Economics from the University of British Columbia in Canada
Brian Cheng is a resident of the USA Mr Cheng currently is holding a dual position as the Chief Technical Officer and broad member of BioMark Technologies Inc and was formerly the Asian business technical manager of Sensient for 8 years Prior to his commercial experience he also served 19 years in Monsanto as an organic chemist and 7 years in Mallinckrodt Pharmaceutical as the Operation Excellent manager Brian has an extensive experience in pharmaceutical and medicinal products experience Currently he has more than 20 patents granted and 10 pending patents Mr Cheng obtained his bachelor degrees in Chemistry from Indiana University and a master degree in chemistry from Washington University
We do not have a separately designated standing audit committee and we do not have an audit committee financial expert as defined by SEC regulation The Company s Board of Directors performs some of the same functions of an audit committee such as recommending a firm of independent certified public accountants to audit the financial statements reviewing the auditors independence the financial statements and their audit report and reviewing management s administration of the system of internal accounting controls The Company does not currently have a written audit committee charter or similar document
Section 16 a of the Exchange Act requires our directors and executive officers and persons who own more than 10 of our equity securities that are registered pursuant to Section 12 of the Securities Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities Officers directors and greater than 10 stockholders are required by SEC regulations to furnish us with copies of all Section 16 a reports they file
On December 15 2015 the Company entered into employment agreements with its president and CEO Ms Yan Li the agreements were 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 On January 15 2019 Ms Li s compensation agreement was renewed by the Board Ms Li was granted 200 000 shares each year for a term of three years based on board resolution The granted shares have a value of 0 036 per shares based on stock market price on the stock grant date No stock compensation was recorded at the end of year February 28 2025
On August 30 2017 Lei Wang became our Chief Financial Officer Mr Wang receives no salary compensation Mr Wang was paid stock compensation from time to time based on business progress On January 15 2019 Mr Cheng was granted 100 000 stock compensation shares each year for a term of three year at the time of his appointment The granted shares have a value of 0 036 per share based on stock market price on the stock grant date No stock compensation was recorded at the end of year February 28 2025 The company accrued a separate legal entity controlled by Mr Wang for service fee of 19 000 during year end of February 28 2025
Mr Kecheng Xu became he Secretary Treasurer and a director of the Company on August 30 2017 Mr Xu receives no salary compensation Mr Xu was paid stock compensation from time to time based on business progress Mr Xu was granted 50 000 shares of restricted common stock at the time of his appointment The restricted stock has a value of 525 base on stock market price of 0 0105 per share one the stock grant date On January 15 2019 Mr Xu was granted 50 000 stock compensation shares each year for a term of three years based on board meeting resolution The granted shares have a value of 0 036 per shares based on stock market price one the stock grant date No stock compensation was recorded at the end of year February 28 2025
Mr Brian Cheng became board director of the Company on January 15 2019 Mr Cheng receives no salary compensation Mr Cheng was paid stock compensation from time to time based on business progress On January 15 2019 Mr Cheng was granted 100 000 stock compensation shares each year for a term of three year at the time of his appointment The granted shares have a value of 0 036 per share based on stock market price on the stock grant date No stock compensation was recorded at the end of year February 28 2025
On December 15 2015 the Company entered into employment agreements with its president and chief executive officer Ms Yan Li Ms Yan s agreement is retroactively effective as of December 4 2015 for a term of 36 months measured from December 4 2015 Pursuant to the agreement Ms Li received an annual salary of 100 500 and 100 000 shares of the Company s common stock The Company valued the stock compensation under both agreements at 2 10 per share based on the quoted market price of shares of common stock on the effective date of the agreements
We sponsor no plan whether written or verbal that would provide compensation or benefits of any type to an executive upon retirement or any plan that would provide payment for retirement resignation or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company
The following table sets forth certain information regarding beneficial ownership of our common stock as of May 7 2024 i by each of our directors ii by each of the Named Executive Officers iii by all of our executive officers and directors as a group and iv by each person or entity known by us to beneficially own more than ten percent 10 of any class of our outstanding shares As of April 3 2025 there were 19 985 708 shares of our common stock outstanding We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose Except as indicated by the footnotes below we believe based on information furnished to us that the persons named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned subject to applicable community property laws
During the fiscal years ended February 28 2025 and February 29 2024 Ms Yan Li our President CEO and a director personally paid 69 698 and 61 653 respectively for various expenses on behalf of Jubilant Flame International Ltd The Company did not enter into any loan agreement with respect to those advances
On December 15 2015 the Company entered into employment agreements with its president Ms Yan Li the agreements were 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 On January 15 2019 Ms Li s compensation agreement was renewed by the board Ms Li was granted 200 000 shares each year for a term of three years based on board resolution The granted shares have a value of 0 036 per shares based on stock market price at stock grant date
On August 30 2017 Lei Wang became an Executive Financial Officer Mr Wang receives no salary compensation Mr Wang was paid stock compensation from time to time base on business progress Mr Wang was granted 200 000 shares of restricted common stock at the time of his appointment The restricted stock has a value of 2 100 based on stock market price of 0 0105 per share at stock grant date On January 15 2019 Mr Wang was granted 100 000 shares each year for a term of three years based on board resolution The granted shares have a value of 0 036 per shares based on stock market price at stock grant date The company paid a separate legal entity controlled by Mr Wang Total service fee of 19 000 during year end of February 28 2025 and February 29 2024 respectively
Mr Kecheng Xu became Secretary Treasurer and a director of the Company on August 30 2017 Mr Xu receives no salary compensation Mr Xu was paid stock compensation from time to time based on business progress Mr Xu was granted 50 000 shares of restricted common stock at the time of his appointment The restricted stock has a value of 525 base on stock market price of 0 0105 per share at stock grant date On January 15 2019 Mr Xu was granted 50 000 stock compensation shares each year for a term of three years based on board meeting resolution The granted shares has a value of 0 036 per shares based on stock market price on the stock grant date
Mr Brian Cheng became board director of the Company on January 15 2019 Mr Xu receives no salary compensation Mr Xu was paid stock compensation from time to time based on business progress On January 15 2019 Mr Cheng was granted 100 000 stock compensation shares each year for a term of three year at the time of his appointment The granted shares has a value of 0 036 per share based on stock market price on the stock grant date
Mr Marino Papazoglou became board director of the Company on January 15 2019 Mr Papazoglou receives no salary compensation Mr Xu was paid stock compensation from time to time based on business progress On January 15 2019 Mr Papazoglou was granted 50 000 stock compensation shares each year for a term of three year at the time of his appointment The granted shares have a value of 0 036 per share based on stock market price on the stock grant date
Our management is involved in other business activities and may in the future become involved in other business opportunities If a specific business opportunity becomes available such persons may face a conflict in selecting between our business and their other business interests In the event that a conflict of interest arises at a meeting of our directors a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction
Our common stock is quoted on the OTC bulletin board interdealer quotation system which does not have director independence requirements Under NASDAQ rule 4200 a 15 a director is not considered to be independent if he or she is also an executive officer or employee of the corporation All of our directors are officers or employee of the Company and therefore we have no independent directors
The policy of the Board of Directors is to pre approve all audit and permissible non audit services performed by the independent accountants These services may include audit services audit related services tax services and other services Pre approval by our Board of Directors of accountant services is generally provided for particular services or categories of services including planned services project based services and routine consultations In addition the board of directors may also pre approve particular services on a case by case basis Our Board of Directors approved all services that our independent accountants provided to us in the past two fiscal years

Company Name	Jubilant Flame International, Ltd Vist SEC web-site
Category	SERVICES-COMPUTER PROGRAMMING SERVICES