Jubilant Flame International, Ltd (0001517389) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended August 31, 2026

Commission file number 333-173456

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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.

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 October 14, 2026, there are 199,867 shares of common stock outstanding. Issued and outstanding shares have been retroactively adjusted for all periods presented to reflect the 1-for-100 reverse stock split effective September 9, 2026.

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

JUBILANT FLAME INTERNATIONAL, LTD

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JUBILANT FLAME INTERNATIONAL, LTD.

FOR THE SIX-MONTH PERIODS ENDED AUGUST 31, 2026

Index to Unaudited Financial Statements

JUBILANT FLAME INTERNATIONAL, LTD 

BALANCE SHEETS 

(UNAUDITED) 

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

*Issued and outstanding shares and per-share amounts have been retroactively adjusted for all periods presented to reflect the 1-for-100 reverse stock split effective September 9, 2026. See Note 2.

JUBILANT FLAME INTERNATIONAL, LTD 

STATEMENTS OF OPERATIONS  

(UNAUDITED) 

The accompanying notes are an integral part of these financial statements

* Issued and outstanding shares and per-share amounts have been retroactively adjusted for all periods presented to reflect the 1-for-100 reverse stock split effective September 9, 2026. See Note 2

JUBILANT FLAME INTERNATIONAL, LTD

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

The accompanying notes are an integral part of these financial statements

* Issued and outstanding shares and per-share amounts have been retroactively adjusted for all periods presented to reflect the 1-for-100 reverse stock split effective September 9, 2026. See Note 2

JUBILANT FLAME INTERNATIONAL, LTD 

STATEMENTS OF CASH FLOWS 

(UNAUDITED) 

The accompanying notes are an integral part of these financial statements

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 the online shopping platform and marketing campaign in the United States until January 2020 when it ceased this business.

From the third quarter of the year ended February 29, 2020, the Company began its new business line of providing technical support services for the development of new nutrition food products to sell to customers in the USA. However, this new business line remained pre-revenue throughout August 31, 2026, and revenue recognition was Nil for the quarter ended at August 31, 2026.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Interim Financial Information

Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of August 31, 2026, results of operations, changes in stockholders’ equity (deficit) and cash flows for the six-month periods ended August 31, 2026 and 2025, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Form 10-K.

Use of Estimates and Assumptions

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

The Company’s significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

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.

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 is not included in the calculation.

Reverse Stock Split

On August 20, 2026, the Company's board of directors approved a 1-for-100 reverse stock split of the Company's common stock, par value $0.001 per share (the "Reverse Stock Split"). On the same date, shareholders holding a majority of the issued and outstanding shares of common stock entitled to vote approved the Reverse Stock Split by written consent in lieu of a special meeting. No fractional shares were issued in connection with the Reverse Stock Split; shareholders who would otherwise have been entitled to a fractional share received one full share.

The Reverse Stock Split became effective on September 9, 2026, when the Company's common stock began trading on a split-adjusted basis under the existing ticker symbol "JFIL."As a result of the Reverse Stock Split, the number of issued and outstanding shares of common stock was reduced from 19,985,708 shares to 199,867 shares. The par value per share and the number of authorized shares were not changed.

All share and per-share amounts in the accompanying financial statements and notes have been retroactively adjusted for all periods presented to reflect the Reverse Stock Split.

NOTE 3 – GOING CONCERN

The financial statements have been prepared on a going-concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of August 31, 2026, the Company had current assets of $5,665, and current liabilities total $1,470,765 resulting in a working capital deficit of $1,465,100. The Company currently only has small scale operation activities and has an accumulated deficit of $3,954,131 as of August 31, 2026. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company may obtain loans from related parties, raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. Additionally, management intends to negotiate extended credit periods with creditors.

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.

NOTE 4 – PREPAID EXPENSE

The Company is paying an annual fee for its OTC Markets service. The service period is from December 1, 2025 to November 30, 2026. The service charge is recorded as a prepaid expense and amortized using straight line amortization over the service period. The prepaid expense balance is $4,005 as of August 31, 2026 compared to $12,015 as of February 28, 2026.

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.

The Company had an outstanding loan of $845,616 and $ 815,635 due to its CEO, Ms. Yan Li as of August 31, 2026, and February 28, 2026, respectively. The loans are non-interest bearing, due upon demand and unsecured.

Wang LSC Consulting LLC, which is owned by the CFO is providing accounting service to the Company at an annual service fee of $19,000. The expenses incurred for the three months ended August 31, 2026 are $4,000.

From November 2017, the Company started to purchase cosmetic 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 remained outstanding as of August 31, 2026 and February 28, 2026.

NOTE 6 – ACCRUED OFFICER COMPENSATION

On December 15, 2015, the Company entered into an employment agreement with its CEO, 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 Li was entitled to an annual salary of $100,500 and 1,000 shares (100,000 shares prior to the reverse stock split) of the Company’s common stock. The granted compensation shares were fully issued by the fiscal year ended at February 28, 2019.

Due to the Company’s lack of active operations, no cash compensation was paid nor were any shares issued to Ms. Yan Li during the first quarter ended August 31, 2026. As of August 31, 2026, accrued officer compensation payable to the CEO remained unchanged at $535,500, representing obligations previously incurred by the fiscal year ended at February 28, 2019 that remain unsettled.

NOTE 7 – INCOME TAXES

For the three and six months ended August 31, 2026 and 2025, the Company recorded no provision or benefit for income taxes as it incurred operating losses and continues to maintain a full valuation allowance against its net deferred tax assets.

NOTE 8 – SEGMENT REPORTING

The Company operates as one operating and reportable segment, and its sole business activity consists of eCommerce sales revenue.

Our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), uses net income (loss) to measure segment profit or loss and assesses performance against expectations to make resource allocation decisions. Additionally, the CODM reviews and uses functional expenses included in net income (loss) to manage the Company's operations and assess operating profitability. The Company operates as one operating and reportable segment, and as such the significant expenses regularly provided to the CODM are those presented on the statements of operations. These significant segment expenses include selling, general and administrative expenses. Other segment items that are presented on the statements of operations include provision for income tax.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 “Subsequent Events”, the Company has analyzed its operations subsequent to August 31, 2026, through  October 14, 2026, which the financial statements were available to be issued. Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except the following.

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 development of new nutrition food products to sell to customers in USA. However, this new business line remained pre-revenue throughout the quarter ended at August 31, 2026 that revenue recognition was Nil for the second quarter ended at August 31, 2026.

Results of Operations

Revenue

We recognized no sales revenue in the three and six months ended August 31, 2026 compared to nil sales revenue in the three and six months ended August 31, 2025.

Operating Expenses

For the three months ended August 31, 2026 compared to the three months ended August 31, 2025

The major components of our operating expenses for the three months ended August 31, 2026 and 2025 are outlined in the table below:

The $1,965 increase in our operating costs for the three months ended August 31, 2026 compared to three months ended August 31, 2025, was mainly due to an increase of $1,805 in professional fee.

For the six months ended August 31, 2026 compared to the six months ended August 31, 2025

The major components of our operating expenses for the six months ended August 31, 2026 and 2025 are outlined in the table below:

The $12,506 increase in our operating costs for the six months ended August 31, 2026 compared to six months ended August 31, 2025, was mainly due to an increase of $12,201 in professional fees.

Other Expenses

No other expenses incurred during the three and six-month periods ended August 31, 2026 and 2025.

Net loss

For the three months ended August 31, 2026, we recognized a net loss of $15,277 compared to the net loss of $13,312 for the corresponding period in 2025.

For the six months ended August 31, 2026, we recognized a net loss of $45,008 compared to the net loss of $32,502 for the corresponding period in 2025.

Liquidity and Capital Resources

Working Capital

As of August 31, 2026, the Company had current assets of $5,665, primarily comprising cash of $1,660, prepaid expenses of $4,005 and current liabilities of $1,470,765, resulting in a working capital deficit of $1,465,100. The Company had limited profitable operation activities and has an accumulated deficit of $3,954,131 as of August 31, 2026. 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 increased by $24,962 in the six months ended August 31, 2026 compared to the net cash used in operating activities in the six months ending August 31, 2025. The increase in net cash used in operating activities was primarily due to $12,506 increase in net loss and a lower net increase in accounts payable and accrued liabilities.

Cash Flows from Investing Activities

We did not generate or use any cash from investing activities during the six months ended August 31, 2026 or 2025.

Cash Flows from Financing Activities

Our cash provided by financing activities increased from $7,534 for the six months ended August 31, 2025 compared to $29,981 for the six months ended August 31, 2026. In both periods, cash was generated through loans from related parties.

Future Financing

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

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM, and how the CODM uses reported measures of segment profit or loss in assessing segment performance and resource allocation. The Company adopted this standard effective March 1, 2024 on a retrospective basis. The Company operates as a single operating segment, and the adoption did not have a material impact on the Company’s financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 effective March 1, 2025, and applied the new disclosure requirements prospectively to the current annual period of adoption. The adoption did not have a material impact on the Company’s financial statements and disclosures.

On November 4, 2024, the FASB issued an ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). These required categories include purchases of inventory, employee compensation, depreciation, and intangible asset amortization, as well as other relevant items included within each applicable expense caption, as applicable. The FASB issued ASU 2024-03 on November 4, 2024, which states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company has adopted all applicable new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement and disclosure.

Off Balance Sheet Arrangements

As of August 31, 2026, 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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We were not subject to any legal proceedings during the six months ended August 31, 2026, 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.

ITEM 6. EXHIBITS

The following documents are filed as a part of this report:

________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.