Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2015 | Jan. 28, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | JUBILANT FLAME INTERNATIONAL, LTD. | |
Entity Central Index Key | 1,517,389 | |
Document Type | 10-Q/A | |
Document Period End Date | Aug. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | We are filing this Amendment No. 1 on Form 10-Q/A for the quarter ended August 31, 2015 as an amendment to our Form 10-Q originally filed with the Securities and Exchange Commission on October 2, 2015 (the Original Filing): (i) to amend managements evaluation of the effectiveness of the Companys disclosure controls and procedures included under Part I - Item 4 as a result of the identification of a material weakness that existed as of August 31, 2015; and (ii) to restate the financial statements as a result of the identification of errors related to accounting for 178,571 shares of the Companys common stock issued to Premier Venture, a California limited liability company, pursuant to the terms of an Equity Purchase Agreement entered into with Premier Venture and reported on Form 8-K filed with the Securities and Exchange Commission on June 23, 2015. Accordingly, we hereby amend and replace in its entirety Part I Item 1 (Financial Statements), Part I - Item 4 (Controls and Procedures), and Part II - Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) of the Original Filing. For the convenience of the reader, this 10-Q/A sets forth the Original Filing, as modified and superseded where necessary to reflect these revisions. The restatement is further discussed in Note 2 to the Companys financial statements included in Part I Item 1 Financial Statements contained herein. In accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-Q/A. Accordingly, the Registrant hereby amends Part II Item 6 of the Original Filing to reflect the filing of the new certifications. Except as described above, this Amended Filing does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Amended Filing speaks only as of the date the Original Filing was filed, and the Registrant has not undertaken herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent events and any forward-looking statements represent management's views as of the Original Filing Date and should not be assumed to be accurate as of any date thereafter. Accordingly, this Amended Filing should be read in conjunction with the Registrants filings made with the SEC subsequent to the filing of the Original Filing, including any amendment to those filings. | |
Current Fiscal Year End Date | --02-29 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,678,571 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Restated, Unaudited B
Condensed Restated, Unaudited Balance Sheets - USD ($) | Aug. 31, 2015 | Feb. 28, 2015 |
Current assets | ||
Cash | $ 4,998 | |
Total current assets | $ 4,998 | |
Other assets | ||
Deferred financing fees | ||
Total other assets | ||
Total Assets | $ 4,998 | |
Current liabilities | ||
Accounts payable and accrued liabilities | ||
Accrued officer compensation | $ 351,000 | |
Loan payable - related party | 153,528 | |
Total current liabilities | 504,528 | |
Total Liabilities | 504,528 | |
Stockholders' Deficit: | ||
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 shares issued and outstanding as of August 31, 2015 as restated, and 8,500,000 shares as of February 28, 2015 | 8,500 | |
Additional paid-in capital | 398,486 | |
Retained deficit | (906,516) | |
Total Stockholders' Deficit | (499,530) | |
Total Liabilities and Stockholders' Deficit | $ 4,998 | |
As Restated [Member] | ||
Current assets | ||
Cash | $ 4,998 | |
Total current assets | 4,998 | |
Other assets | ||
Deferred financing fees | 419,642 | |
Total other assets | 419,642 | |
Total Assets | $ 424,640 | |
Current liabilities | ||
Accounts payable and accrued liabilities | ||
Accrued officer compensation | $ 429,000 | |
Loan payable - related party | 182,639 | |
Total current liabilities | 611,639 | |
Total Liabilities | 611,639 | |
Stockholders' Deficit: | ||
Common stock, $0.001 par value per share 75,000,000 shares authorized; 8,678,571 shares issued and outstanding as of August 31, 2015 as restated, and 8,500,000 shares as of February 28, 2015 | 8,679 | |
Additional paid-in capital | 817,949 | |
Retained deficit | (1,013,627) | |
Total Stockholders' Deficit | (186,999) | |
Total Liabilities and Stockholders' Deficit | $ 424,640 |
Condensed Restated, Unaudited 3
Condensed Restated, Unaudited Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2015 | Feb. 28, 2015 |
Stockholders' Deficit: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 8,678,571 | 8,500,000 |
Common stock, shares outstanding | 8,678,571 | 8,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Revenues - net | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating Expenses: | ||||
Amortization & depreciation | ||||
General and administrative | $ 59,311 | $ 110,388 | ||
Total operating expenses | 59,311 | 110,388 | ||
Income (loss) from operations | $ (59,311) | (110,388) | ||
Other income (expense) | ||||
Interest income | 2 | |||
Other income (expense) net | 2 | |||
Income (loss) before provision for income taxes | $ (59,311) | $ (110,386) | ||
Provision for income tax: | ||||
Net income (loss) | $ (59,311) | $ (110,386) | ||
Net income (loss) per share: | ||||
(Basic and fully diluted) Total operations | $ (0.01) | $ (0.01) | ||
Weighted average number of common shares outstanding | 8,500,000 | 8,500,000 | ||
As Restated [Member] | ||||
Revenues - net | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating Expenses: | ||||
Amortization & depreciation | ||||
General and administrative | $ 56,074 | $ 107,111 | ||
Total operating expenses | 56,074 | 107,111 | ||
Income (loss) from operations | $ (56,074) | $ (107,111) | ||
Other income (expense) | ||||
Interest income | ||||
Other income (expense) net | ||||
Income (loss) before provision for income taxes | $ (56,074) | $ (107,111) | ||
Provision for income tax: | ||||
Net income (loss) | $ (56,074) | $ (107,111) | ||
Net income (loss) per share: | ||||
(Basic and fully diluted) Total operations | $ (0.01) | $ (0.01) | ||
Weighted average number of common shares outstanding | 8,558,304 | 8,633,438 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (110,386) | |
Changes in Current Assets and Liabilities: | ||
Accounts payable | (1,461) | |
Accrued officers' compensation | 78,000 | |
Net cash provided by (used for) operating activities | $ (33,847) | |
Cash Flows From Investing Activities: | ||
Net cash provided by (used for) investing activities | ||
Cash Flows From Financing Activities: | ||
Loan payable - related party | $ 33,849 | |
Net cash provided by (used for) financing activities | 33,849 | |
Net Increase (Decrease) In Cash | 2 | |
Cash At The Beginning Of The Period | 4,986 | |
Cash At The End Of The Period | $ 4,988 | |
Schedule of Non-Cash Investing and Financing Activities | ||
Common stock issued pursuant to Equity Purchase Agreement 178,571 common shares valued at $2.35 per share | ||
Supplemental Discloures | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
As Restated [Member] | ||
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (107,111) | |
Changes in Current Assets and Liabilities: | ||
Accounts payable | ||
Accrued officers' compensation | $ 78,000 | |
Net cash provided by (used for) operating activities | $ (29,111) | |
Cash Flows From Investing Activities: | ||
Net cash provided by (used for) investing activities | ||
Cash Flows From Financing Activities: | ||
Loan payable - related party | $ 29,111 | |
Net cash provided by (used for) financing activities | $ 29,111 | |
Net Increase (Decrease) In Cash | ||
Cash At The Beginning Of The Period | $ 4,988 | |
Cash At The End Of The Period | 4,988 | |
Schedule of Non-Cash Investing and Financing Activities | ||
Common stock issued pursuant to Equity Purchase Agreement 178,571 common shares valued at $2.35 per share | $ 419,642 | |
Supplemental Discloures | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 1. ORGANIZATION AND OPERATIONS | Jubilant Flame International, Ltd. (the "Company"), was formed on September 29, 2009 under the name Liberty Vision, Inc. The Company provides web development and marketing services for clients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On December 16, 2012 the Company changed its name to Jiu Feng Investment Hong Kong Ltd. On July 24, 2013 the Company changed its business sector to the medical sector. On September 30, 2013, the Company entered into a world-wide five year licensing agreement with BioMark Technologies (Asia) Limited ("BioMark") whereby the Company is licensed to sell, market and, or, distribute certain products pertaining to the health care industry; and to conduct research and development of BioMark's cancer detection scanning technology. The Company's president, Ms. Yan Li is also president of, and exercises control over, BioMark. On August 18, 2015 the Company changed its name to Jubilant Flame International, Ltd. On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution/License Agreement with Rubyfield Holdings LTD ("Rubyfield"), a company organized under the laws of Hong Kong, whereby the Company if Rubyfield's exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Company's president, Ms. Yan Li, is also president of, and exercises control over Rubyfield. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's February 28, 2015 Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 28, 2015 as reported on Form 10-K, have been omitted. 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, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows for the three and six month periods ended August 31, 2015 and 2014, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K filed on June 5, 2015. Fiscal year end The Company elected February 28 as its fiscal year end date. Foreign currency transactions The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company's reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. All of the Company's operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency. Fair value of financial instruments The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at February 28, 2015; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended February 28, 2015, and February 28, 2014. Deferred Financing Costs Offering costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transactions are unsuccessful. During the period ended August 31 2015, the Company capitalized as Deferred Financing Costs, 178,571 shares issued and valued at $2.35 per share. Under the aforementioned Equity Purchase Agreement, these shares were issued to the investor and designated as Initial Commitment Shares, payable upon execution of the agreement as a prepayment. In the event the Company does not obtain or raise the funds under the agreement, these costs will be immediately expensed. The Company expects to make that determination in the short term Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 2660-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares issued or outstanding during the three and six month periods ended August 31, 2015 or 2014. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 3. GOING CONCERN | The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at August 31, 2015 the Company had current assets, comprising of cash, of $4,998 and current liabilities of $611,639 resulting in a working capital deficit of $606,641. The Company currently has no profitable trading activities and has an accumulated deficit of $1,013,627 as at August 31, 2015. This raises substantial doubt about the Company's ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical and cosmetics sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 4. RELATED PARTY TRANSACTIONS | In support of the Company's efforts and cash requirements, it August rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. As at August 31, 2015, the Company had an outstanding balance of $182,639 compared with a balance of $153,528 as at the end of the fiscal year with a shareholder of the Company. The loan is non-interest bearing, due upon demand and unsecured |
INCOME TAX
INCOME TAX | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 5. INCOME TAX | Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At August 31, 2015 the Company had net operating loss carryforwards of approximately $501,900 which expire in 2034. The deferred tax asset of $170,640 created by the net operating loss has been offset by a 100% valuation allowance. The change in valuation allowance as of the quarter ended August 31, 2015 was approximately $18,300. |
ACCRUED OFFICER COMPENSATION
ACCRUED OFFICER COMPENSATION | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 6. ACCRUED OFFICER COMPENSATION | On April 17, 2013 the Company entered into Employment Agreements with its president, Ms. Yan Li and its secretary and treasurer, Mr. Robert Ireland. Ms. Li's agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2013). Pursuant to the agreement, Ms. Li shall receive an annual salary of $78,000 and shall act as the Company's Chief Executive Officer. Mr. Ireland's agreement is retroactively effective as of December 4, 2012, for a term of 36 months (measured from December 4, 2012). Pursuant to the agreement Mr. Ireland shall receive an annual salary of $78,000 and shall act as the Company's Secretary and Treasurer. As at August 31, 2015, a total of $429,000 had been accrued as compensation payable to Ms. Li and Mr. Ireland. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 7. COMMON STOCK | The Company has 75,000,000 shares of common stock authorized with a par value of $0.001 per share. Effective June 18, 2015, the Company issued 178,571 common shares pursuant to the terms of an Equity Purchase Agreement entered into with Premier Venture, a California limited liability company. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $5,000,000 of our common stock during the Open Period. From time to time during the Open Period, we may deliver a put notice (the "Put Notice") to Premier Venture which states the dollar amount that we intend to sell to Premier Venture on a date specified in the Put Notice. The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty six (36) month period (however the amount for the preceding (ii) shall never be less than 75,000 shares). The total purchase price to be paid, in connection with each Put Notice, by shall be calculated at The Purchase Price for Securities for each Put shall be the Put Amount multiplied by seventy percent (70%) of the lowest individual daily volume weighted average price ("VWAP") of the common stock during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, less six hundred dollars ($600.00). In consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture, we issued Premier Venture 178,571 shares of our common stock. We valued these shares of stock at $2.35 per share based on the quoted market price of shares of common stock on the date we entered into the Equity Purchase Agreement. Offering costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the proceeds from these equity transactions if successful or are expensed if the proposed equity transactions are unsuccessful. Total shares outstanding as at August 31, 2015 and February 28, 2015 were 8,678,571 and 8,500,000 respectively |
RESTATEMENT
RESTATEMENT | 6 Months Ended |
Aug. 31, 2015 | |
Restatement | |
NOTE 8 - RESTATEMENT | The Company identified an error in these financial statements while in the course of preparing the financial statements for the subsequent quarter ended November 30, 2015. The error identified related to the actual date of issuance of the shares of common stock associated with the Equity Purchase Agreement referenced is Note 7. The event was not previously accounted for in the current quarter statements. The error had no effect on the Net loss per share as the transaction was related to balance sheet accounts only. The effect of the error with respect to the balance sheet accounts was to increase the Other asset "Deferred financing costs" in the amount of $419,642 and to increase the "Common stock in the amount of $179 and an additional $419,463 of "Additional paid in capital". The net effect of the error and its restatement is set forth as follows: As Net As Reported Change Restated Deferred financing fees $ - $ 419,642 $ 419,642 Common stock $ 8,500 $ 179 $ 8,679 Additional paid in capital $ 398,486 $ 419,463 $ 817,949 Common stock shares issued 8,500,000 178,571 8,678,571 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Aug. 31, 2015 | |
Notes to Financial Statements | |
NOTE 9. SUBSEQUENT EVENTS | In accordance with ASC 855-10, "Subsequent Events", the Company has analyzed its operations subsequent to August 31, 2015 to the date these financial statements were filed with the Securities and Exchange Commission and has determined that it does not have any material subsequent events to disclose in these financial statements |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Aug. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of presentation | The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP") and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's February 28, 2015 Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end February 28, 2015 as reported on Form 10-K, have been omitted. |
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, 2015, results of operations, changes in stockholders' equity (deficit) and cash flows for the three and six month periods ended August 31, 2015 and 2014, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K filed on June 5, 2015. |
Fiscal year end | The Company elected February 28 as its fiscal year end date. |
Foreign currency transactions | The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S. Dollar, the Company's reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. All of the Company's operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency. |
Fair value of financial instruments | The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at February 28, 2015; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended February 28, 2015, and February 28, 2014. |
Deferred Financing Costs | Offering costs with respect to issue of common stock, warrants or options by the Company are initially deferred and ultimately offset against the proceeds from these equity transactions if successful or expensed if the proposed equity transactions are unsuccessful. During the period ended August 31 2015, the Company capitalized as Deferred Financing Costs, 178,571 shares issued and valued at $2.35 per share. Under the aforementioned Equity Purchase Agreement, these shares were issued to the investor and designated as Initial Commitment Shares, payable upon execution of the agreement as a prepayment. In the event the Company does not obtain or raise the funds under the agreement, these costs will be immediately expensed. The Company expects to make that determination in the short term. |
Net income (loss) per common share | Net income (loss) per common share is computed pursuant to section 2660-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares issued or outstanding during the three and six month periods ended August 31, 2015 or 2014. |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Restatement Tables | |
NOTE 8 - RESTATEMENT | As Net As Reported Change Restated Deferred financing fees $ - $ 419,642 $ 419,642 Common stock $ 8,500 $ 179 $ 8,679 Additional paid in capital $ 398,486 $ 419,463 $ 817,949 Common stock shares issued 8,500,000 178,571 8,678,571 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Aug. 31, 2015$ / sharesshares | |
Summary Of Significant Accounting Policies Details Narrative | |
Deferred Financing Costs, Share Issued | shares | 178,571 |
Deferred Financing Cost, Share value | $ / shares | $ 2.35 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Aug. 31, 2015 | Feb. 28, 2015 |
Going Concern Details Narrative | ||
Cash | $ 4,998 | |
Current liabilities | 504,528 | |
Working capital deficit | $ 606,641 | |
Accumulated deficit | $ 906,516 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | Feb. 28, 2015USD ($) |
Related Party Transactions Details Narrative | |
Loan payable - related party | $ 153,528 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 6 Months Ended |
Aug. 31, 2015USD ($) | |
Income Tax Details Narrative | |
Net operating loss carry forwards | $ 501,900 |
Net operating loss carry forwards expire year | 2,034 |
Deferred tax asset | $ 170,640 |
Valuation allowance | 100.00% |
Change in the valuation allowance | $ 18,300 |
ACCRUED OFFICER COMPENSATION (D
ACCRUED OFFICER COMPENSATION (Details Narrative) | Feb. 28, 2015USD ($) |
Accrued Officer Compensation Details Narrative | |
Accrued compensation | $ 351,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | Aug. 31, 2015 | Feb. 28, 2015 |
Common Stock Details Narrative | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares outstanding | 8,678,571 | 8,500,000 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Aug. 31, 2015 | Feb. 28, 2015 |
Common stock | $ 8,500 | |
Common stock shares issued | 8,678,571 | 8,500,000 |
As Reported [Member] | ||
Deferred financing fees | ||
Common stock | $ 8,500 | |
Additional paid in capital | $ 398,486 | |
Common stock shares issued | 8,500,000 | |
Net Change [Member] | ||
Deferred financing fees | $ 419,642 | |
Common stock | 179 | |
Additional paid in capital | $ 419,463 | |
Common stock shares issued | 178,571 | |
As Restated [Member] | ||
Deferred financing fees | $ 419,642 | |
Common stock | 8,679 | |
Additional paid in capital | $ 817,949 | |
Common stock shares issued | 8,678,571 |