8-K
Jubilant Flame International, Ltd (JFIL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 5, 2023
| Jubilant Flame International, LTD | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-173456 | 27-2775885 |
| --- | --- | --- |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10F., Yunfeng Building, No. 478 Wuzhong Rd, Shanghai, China 201103
(Address of principal executive offices)
+86 21 64748888
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
On April 5, 2023, Jubilant Flame International, LTD (the “Company”) dismissed TPS Thayer, LLC Certified Public Accountants (“TPS”) as its independent registered public accounting firm. The reports of TPS Thayer, LLC regarding the Company’s financial statements for the fiscal years ended February 28, 2022 and February 28, 2021 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except each report did contain an explanatory paragraph related to the Company’s ability to continue as a going concern.
The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.
During the Company’s fiscal years February 28, 2022 and February 28, 2021, there were (i) no disagreements with TPS Thayer, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of TPS Thayer, LLC would have caused TPS Thayer, LLC to make reference to the subject matter of the disagreements in connection with its report, and (ii) with the exception of material weaknesses related to reconciliation of various accounts, lack of precision and accuracy to properly reflect in the financial statements, no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided TPS Thayer, LLC with a copy of the foregoing disclosures and requested TPS Thayer, LLC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not TPS Thayer, LLC agrees with the disclosures. A copy of the letter provided by TPS Thayer, LLC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Registered Public Accounting Firm
Effective April 5, 2023, the Company engaged KCCW, Accountancy Corp Certified Public Accountants (“KCCW”) as the Company’s new independent registered public accounting firm. During the two most recent fiscal years and through April 5, 2023, the Company had not consulted with KCCW regarding any of the following:
The application of accounting principles to a specific transaction, either completed or proposed; The type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that KCCW concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.
| 2 |
|---|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit Number | Description |
|---|---|
| 16.1 | Letter from TPS Thayer, LLC dated April 5, 2023 regarding change in certifying accountant |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
| 3 | |
| --- |
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 hereunto duly authorized.
| Jubilant Flame International, LTD | ||
|---|---|---|
| Dated: April 5, 2023 | By: | /s/ Yan Li |
| Yan Li | ||
| Chief Executive Officer | ||
| 4 | ||
| --- |
jfil_ex161.htm
EXHIBIT 16.1
April 5, 2023
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Commissioners:
We have read the statements under item 4.01 of the Current Report on Form 8-K of Jubilant Flame International, LTD. (copy attached), which we understand will be filed with the Securities and Exchange Commission on or about April 5, 2023. We agree with the statements concerning our Firm in such Form 8-K.
TPS THAYER, LLC
Sugar Land, Texas
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 5, 2023
| Jubilant Flame International, LTD |
|---|
| (Exact name of registrant as specified in its charter) |
| Nevada | 333-173456 | 27-2775885 |
|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10F., Yunfeng Building, No. 478 Wuzhong Rd, Shanghai, China 201103
(Address of principal executive offices)
+86 21 64748888
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 2 |
|---|
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
On April 5, 2023, Jubilant Flame International, LTD (the “Company”) dismissed TPS Thayer, LLC Certified Public Accountants (“TPS”) as its independent registered public accounting firm. The reports of TPS Thayer, LLC regarding the Company’s financial statements for the fiscal years ended February 28, 2022 and February 28, 2021 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except each report did contain an explanatory paragraph related to the Company’s ability to continue as a going concern.
The Company’s Board of Directors participated in and approved the decision to change independent registered public accounting firms.
During the Company’s fiscal years February 28, 2022 and February 28, 2021, there were (i) no disagreements with TPS Thayer, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of TPS Thayer, LLC would have caused TPS Thayer, LLC to make reference to the subject matter of the disagreements in connection with its report, and (ii) with the exception of material weaknesses related to reconciliation of various accounts, lack of precision and accuracy to properly reflect in the financial statements, no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided TPS Thayer, LLC with a copy of the foregoing disclosures and requested TPS Thayer, LLC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not TPS Thayer, LLC agrees with the disclosures. A copy of the letter provided by TPS Thayer, LLC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New Independent Registered Public Accounting Firm
Effective April 5, 2023, the Company engaged KCCW, Accountancy Corp Certified Public Accountants (“KCCW”) as the Company’s new independent registered public accounting firm. During the two most recent fiscal years and through April 5, 2023, the Company had not consulted with KCCW regarding any of the following:
The application of accounting principles to a specific transaction, either completed or proposed; The type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that KCCW concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.
| 3 |
|---|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit Number | Description |
|---|
| 16.1 | Letter from TPS Thayer, LLC dated April 5, 2023 regarding change in certifying accountant |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
| 4 |
|---|
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 hereunto duly authorized.
| Jubilant Flame International, LTD | ||
|---|---|---|
| Dated: April 5, 2023 | By: | /s/ Yan Li |
| | | Yan Li |
| | | Chief Executive Officer |
| 5 |
|---|