10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One) 

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

For the quarterly period ended: November 30, 2020

 OR

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

For the transition period from ___________ to __________

Commission File Number 0-21320

YUBO INTERNATIONAL BIOTECH LIMITED

(Exact name of registrant as specified in its charter)

New York	11-3074326
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, China

(Address of principal executive offices and Zip code)

+86 (010) 6615-5141

(Issuer's telephone number including area code)

__________________________________________________________ 

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date – January 19, 2021

Class A Common Stock, $.001 Par Value	118,177,885
Class B Common Stock, $.001 Par Value	4,447
Class	Shares

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

CONTENTS

PART 1 – FINANCIAL INFORMATION
Item 1. – Financial Statements		3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations		11
Item 3. – Quantitative and Qualitative Disclosures about Market Risk		13
Item 4T. – Controls and Procedures		13
PART II - OTHER INFORMATION
Item 1.- Legal Proceedings		15
Item 1A. – Risk Factors		15
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds.		15
Item 3. – Defaults Upon Senior Securities		15
Item 4. - Mine Safety Disclosures		15
Item 5. - Other Information		15
Item 6. – Exhibits		16
SIGNATURES		17

All items which are not applicable or to which the answer is negative have been omitted from this report.

2

PART I: FINANCIAL INFORMATION

Item 1. - Financial Statements

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 30,			February 29,
	2020			2020
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-		$	1,000
Total current assets	$	-		$	1,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and accrued interest payable to related parties	$	-		$	1,406,000
Due to related parties		-			-
Accounts payable		9,687			353,000
Accrued expenses and other current liabilities		-			40,000
Total current liabilities		9,687			1,799,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued		-			-
Common stock, Class A, par value $.001 per share, 120,000,000 shares
authorized, 117,875,323 and 1,178,762 shares, issued and outstanding at
November 30, 2020 and February 28, 2020, respectively.		117,875			1,179
Common stock, Class B, par value $.001 per share, 3,750,000 shares
authorized, 4,447 and 567 shares issued and outstanding at November 30, 2020
and February 28, 2020, respectively.		4			1
Additional paid in capital		28,709,919			27,289,820
Accumulated deficit		(28,837,485	)		(29,089,000	)
Total stockholders' deficit		(9,687	)		(1,798,000	)
Total liabilities and stockholders’ deficit	$	-		$	1,000

See accompanying notes to the unaudited condensed consolidated financial statements.

3

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended November 30, 2020 and 2019

(unaudited)

	Three months ended November 30,						Nine months ended November 30,
	2020			2019			2020			2019
REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES:
General and administrative		25,485			8,000			53,485			25,000
LOSS FROM OPERATIONS		(25,485	)		(8,000	)		(53,485	)		(25,000	)
OTHER INCOME (EXPENSE)
Gain from debt extinguishment		-			-			191,000			-
Gain from settlement of accounts payable and due to related party		-			-			167,000			-
Interest expense		-			(26,000	)		(53,000	)		(78,000	)
Other income (expense) – net		-			(26,000	)		305,000			(78,000	)
NET INCOME (LOSS) BEFORE INCOME TAX		(25,485	)		(34,000	)		251,515			(103,000	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET INCOME (LOSS)	$	(25,485	)	$	(34,000	)	$	251,515		$	(103,000	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		89,667,203			1,179,000			30,460,771			1,179,000
NET INCOME (LOSS) PER COMMON SHARE,
Basic and diluted	$	(0.00	)	$	(0.03	)	$	0.01		$	(0.09	)

See accompanying notes to the unaudited condensed consolidated financial statements.

4

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended November 30, 2020 and 2019

(unaudited)

	Nine months ended November 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	251,515		$	(103,000	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Company expenses paid by Platinum International Biotech Co. Ltd
(Cayman Islands) and affiliates		15,798			-
Gain from debt extinguishment		(191,000	)		-
Gain from settlement of accounts payable		(167,000	)		-
Effect on cash of changes in operating assets and liabilities:
Due to related parties		9,000			-
Accrued interest payable to related parties		53,000			83,000
Accounts payable and accrued expenses and other current liabilities		17,687			-
NET CASH USED IN OPERATING ACTIVITIES		(11,000	)		(20,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from notes payable to related parties-		10,000			17,000
NET CASH PROVIDED BY FINANCING ACTIVITES		10,000			17,000
NET (DECREASE) INCREASE IN CASH		(1,000	)		(3,000	)
CASH:
Beginning of period		1,000			4,000
End of period	$	-		$	1,000
Supplement disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash financing activities:
Conversion of notes payable and accrued interest into Class A common shares	$	1,472,000		$	-
Payment of accounts payable and accrued expenses by Activist Investing LLC
pursuant to Stock Purchase Agreement dated June 30, 2020	$	49,000		$	-

See accompanying notes to the unaudited condensed consolidated financial statements.

5

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the nine months ended November 30, 2020 and November 30, 2019

(unaudited)

For the nine months ended November 30, 2020:

	Common Stock										Additional						Total
	Class A						Class B				Paid In			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
BALANCE, February 29, 2020		1,178,762		$	1,179			567	$	1	$	27,289,820		$	(29,089,000	)	$	(1,798,000	)
NET LOSS, three months ended May 31, 2020		-			-			-		-		-			(34,000	)		(34,000	)
BALANCE, May 31, 2020		1,178,762			1,179			567		1		27,289,820			(29,123,000	)		(1,832,000	)
Payment of accounts payable and accrued expenses by Activist Investing LLC on July 2, 2020 pursuant to Stock Purchase Agreement dated June 30, 2020												37,000			-			37,000
NET INCOME, three months ended August 31, 2020		-			-			-		-		-			311,000			311,000
BALANCE, August 31, 2020		1,178,762			1,179			567		1		27,326,820			(28,812,000	)		(1,484,000	)
Conversion of notes payable and Accrued interest to Class A shares on September 23, 2020		116,697,438			116,697							1,355,303						1,472,000
Payment of accrued expenses ($3,000) and due to related parties ($9,000) by Activist Investing LLC in the three months ended November 30, 2020 pursuant to Stock Purchase Agreement dated June 30, 2020		-			-			-		-		12,000			-			12,000
Company expenses paid by Platinum International Biotech Co. Ltd. (Cayman Islands) and affiliates		-			-			-		-		15,798			-			15,798
NET INCOME, three months ended November 30, 2020		-			-			-		-		-			(25,485	)		(25,485	)
Adjustments		(877	)		(1	)		3,880		3		(2	)		-			-
BALANCE, November 30, 2020		117,875,323		$	117,875			4,447	$	4	$	28,709,919		$	(28,837,485	)	$	(9,687	)

For the nine months ended November 30, 2019:

	Common Stock								Additional					Total
	Class A				Class B				Paid In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
BALANCE, February 28, 2019		1,178,762	$	1,000		567	$	-	$	27,290,000	$	(28,955,000	)	$	(1,664,000	)
NET LOSS, three months ended May 31, 2019		-		-		-		-		-		(34,000	)		(34,000	)
BALANCE, May 31, 2019		1,178,762		1,000		567		-		27,290,000		(28,989,000	)		(1,698,000	)
NET LOSS, three months ended August 31, 2019		-		-		-		-		-		(35,000	)		(35,000	)
BALANCE, August 31, 2019		1,178,762		1,000		567		-		27,290,000		(29,024,000	)		(1,733,000	)
NET LOSS, three months ended November 30, 2019		-		-		-		-		-		(34,000	)		(34,000	)
BALANCE, November 30, 2019		1,178,762	$	1,000		567	$	-	$	27,290,000	$	(29,058,000	)	$	(1,767,000	)

See accompanying notes to the unaudited condensed consolidated financial statemen

6

YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND

NINEMONTH PERIODS ENDED NOVEMBER 30, 2020 AND 2019

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Company Activities

Yubo International Biotech Limited (formerly Magna-Lab Inc.) (the “Company”), a New York corporation, acquired Platinum International Biotech Co. Ltd. (“Platinum”) in a “reverse merger” transaction on January 14, 2021 (See Note 8 – Subsequent Events).

The Company was previously engaged in research, development, and commercialization activities until it ceased such activities during the period September 2002 through March 2003. The Company’s efforts to raise additional capital or enter into a strategic arrangement in order to complete commercialization of its cardiac diagnostic Illuminator products and development of its Artery View product or to seek other means to realize value through sale, license or otherwise have been unsuccessful and therefore, in January 2017, the Company sold such technology to its President and CEO in exchange for relief from certain liabilities.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Representation of Interim Financial Statements

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for smaller reporting companies and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All adjustments which are of a normal recurring nature and, in the opinion of management, necessary for a fair presentation have been included. These interim unaudited condensed consolidated financial statements should be read in conjunction with the more complete information and the Company’s audited consolidated financial statements and related notes thereto included in the Company's annual report on Form 10-K for the year ended February 29, 2020. The operating results for the three and nine months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the year ending February 28, 2021.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The unaudited condensed consolidated financial statements include the accounts of Yubo International Biotech Limited (formerly Magna-Lab Inc.) and its wholly-owned subsidiary, Cardiac MRI, Inc. (collectively, the “Company”) and all significant intercompany transactions and balances have been eliminated in consolidation.

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Going Concern

As indicated in the accompanying interim unaudited condensed consolidated financial statements, at November 30, 2020, the Company had $0 of cash and negative working capital of $9,687 and a stockholders’ deficit of $9,687. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2020. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” However, there is no assurance that the acquisition of Platinum International Biotech Co. Ltd. (“Platinum”) on January 14, 2021 (See Note 8 – Subsequent Events) will be sufficient for the Company to continue operations as a going concern. No adjustments have been made in the accompanying condensed consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions every quarter to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Income (Loss) Per share

The Company complies with the accounting and reporting requirements of U.S. GAAP with respect to computing its net income (loss) per common share. Net income (loss) per common share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.

Basic (loss) per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since there are no options, warrants or derivative securities outstanding, basic and diluted income (loss) per share were the same for the nine-month periods ended November 30, 2020 and 2019.

8

Recent Accounting Procurements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

NOTE 3 – AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

On June 30, 2020 (as amended September 23, 2020), Activist Investor, LLC (the “Seller”), the owner of 116,697,438 common shares (the “Shares”) of Company Class A common stock upon conversion of approximately $1,472,000 of promissory notes and accrued interest acquired by the Seller after the Seller purchased control of the Company in July 2020, agreed to sell the Shares to Lina Liu (the “Purchaser”), a resident of China, for $255,000, pursuant to an Amended and Restated Stock Purchase Agreement (the “A&R Stock Purchase Agreement”). The first agreement between the Seller and the Purchase was superseded because it had the incorrect name of the Seller. The Seller is owned 100% by David Lazar. The Shares represent approximately 99.0% of the 117,876,762 Class A common shares of the Company’s outstanding common shares.

The sale of the Shares to Ms. Liu was completed on October 2, 2020. Ms. Liu, as the 99.0% majority shareholder of the Company then appointed as directors of the Company the following three persons: Wang Jun, Wang Yang and Bai Zhihui as directors and Ms. Liu as CFO, Treasurer and Secretary (together, the “Designees”). As a result, there was a change of control of the Company; and the change of management was completed on or about October 12, 2020 (the “New Management Date”), 10 days after the Company’s Information Statement pursuant to SEC Rule 14f-1 was filed with the SEC and mailed to the Company’s stockholders. There is no family relationship or other relationship between the Seller and the Purchaser.

In connection with the sale under the A&R Stock Purchase Agreement, Mr. Lazar resigned as an officer and director, John B. Lowy and Dovid Kotkes have resigned as directors, and the Company appointed the Designees as the directors of the Company, on the New Management Date. As a result thereof, the Designees became the directors of the Company, on or about October 12, 2020. As part of the agreement, Cardiac MRI Inc., the Company’s wholly owned subsidiary, was assigned to Mr. Lazar.

NOTE 4 – NOTES PAYABLE AND ACCRUED INTEREST TO RELATED PARTIES

The balance of notes payable and accrued interest was approximately $0 and $1,406,000, as of November 30, 2020 and February 29, 2020, respectively. Effective September 23, 2020, all amounts outstanding and originally payable to Magna Acquisition LLC (“MALLC”), a related party, and to Joel S. Kanter, a former director of the Company (who is also a manager of MALLC) and then payable to Activist were converted into 116,697,438 shares of Class A common stock of the Company. See Note 3 above.

NOTE 5 – CAPITAL STOCK

Class A Common Stock

Holders of Class A common stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of Class A common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of Class A common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over Class A common stock.

9

Holders of Class A common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to Class A common stock. The rights of the holders of Class A common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued. All outstanding shares of Class A common stock are duly authorized, validly issued, fully paid and non-assessable.

Class B Common Stock

Holders of Class B common stock are entitled to five votes for each share on all matters submitted to a shareholder vote. Each share of Class B is convertible into one share of Class A common stock upon notice of the holder.

Preferred Stock

We have authorized 5,000,000 shares of Preferred Stock at a par value of $.001 per share. None of our authorized Preferred Stock are issued or outstanding.

NOTE 6 – GAIN FROM DEBT EXTINGUISHMENT

In connection with the Stock Purchase Agreement dated June 30, 2020, Activist performed a review of three old (dating from 1996 to 2010) vendor accounts payable balances (totaling approximately $191,000) and received a legal opinion that such outstanding accounts payable and accrued liabilities aggregating approximately $191,000 were time barred by the statute of limitations and the Company recorded the relief of those liabilities and a gain from debt extinguishment of $191,000 as of July 2, 2020.

NOTE 7 – GAIN FROM SETTLEMENT OF ACCOUNTS PAYABLE

In connection with the closing of the Stock Purchase Agreement (see Note 3 above), the Seller agreed to pay approximately $37,000 to settle certain liabilities of the Company for transfer agent, edgar agent, and other services (approximately $18,000) and approximately $19,000 to settle a liability for services of our former Treasurer and Secretary (Chief Financial Officer) over an extended period of time aggregating approximately $186,000. The $167,000 excess of the $204,000 total debt satisfied over the $37,000 total cash paid has been recognized as a gain from settlement of accounts payable in the three months ended August 31, 2020.

NOTE 8 – SUBSEQUENT EVENTS.

Effective December 4, 2020, the Company changed the name of the Company to “Yubo International Biotech Limited” and changed its stock symbol to “YBGJ”.

On January 14, 2021 (the “Closing Date”), the Company closed a voluntary share exchange transaction with Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”), pursuant to that certain Agreement and Plan of Share Exchange, dated January 14, 2021 (the “Exchange Agreement”), by and among the Company, Platinum, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China (“PRC”) (“Yubo”), and certain selling stockholders named therein.

In accordance with the terms of the Exchange Agreement, on the Closing Date, the Company issued a total of 117,000,000 shares of its Class A common stock to the Selling Stockholders, who were then stockholders of Platinum (the “Selling Stockholders”), in exchange for 100% of the issued and outstanding capital stock of Platinum (the “Exchange Transaction”). As a result of the Exchange Transaction, the Selling Stockholders acquired more than 99% of the Company’s issued and outstanding capital stock, Platinum became the Company’s wholly-owned subsidiary, and the Company acquired the business and operations of Platinum and Yubo. Immediately prior to the Exchange Transaction, the Company had 117,875,323 shares of Class A common stock and 4,447 shares of Class B common stock issued and outstanding. Immediately after the Exchange Transaction and the surrender and cancellation of 116,697,438 shares held by Lina Liu, the controlling shareholder, Chief Financial Officer, Treasurer and Secretary of the Company, the Company has 118,177,885 shares of Class A common stock and 4,447 shares of Class B common stock issued and outstanding.

10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Some of the statements contained in this report discuss our plans and strategies for our business or state other forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical facts may be deemed to be forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "should," "seek," "will," and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management. However, various risks, uncertainties and contingencies could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements. See our Form 10-K for the year ended February 29, 2020 for a discussion of certain known risks; also see Part II, Item 1A.

Overview, Background and History

Prior to March 2003, our business had been focused on pre-revenue development and commercialization of disposable medical devices designed to enhance the effectiveness of magnetic resonance imaging in detection and diagnosis of heart disease. Due to the unavailability of funding, beginning in the fall of 2002 we essentially ceased all of our operations including product development and commercialization activities.

In January 2017, the Company’s President and Chief Executive Officer at the time (the “CEO Purchaser”) entered into an Asset Purchase Agreement (the “Initial Purchase Agreement”) with the Company. Under the Initial Purchase Agreement, the CEO Purchaser purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO Purchaser (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness of all indebtedness owing from the Company totaling approximately $110,000 including intellectual property counsel fees and costs, $68,000 of which had been paid by and is therefore due to the CEO Purchaser for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. The CEO Purchaser ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

In order to raise cash to continue our efforts to pursue a reverse merger, on October 31, 2005, the Company consummated a stock purchase agreement with Magna Acquisition LLC (“MALLC”) which resulted in a change of control of our Company. Under the agreement, we sold 300,000 shares of Class A Common Stock to MALLC for gross proceeds of $190,000, before expenses. Contemporaneous with the new investment, MALLC purchased from our former principal stockholder 307,727 shares of the Company’s Class A Common Stock, representing all the shares of our common stock owned by that stockholder.

MALLC has been responsible for substantially all of our funding from October 2005 to August 2020. During the period from October 2005 through and including August 31, 2020, MALLC loaned us an aggregate of approximately $687,000 under a series of promissory notes payable that mature 120 days from issuance. The balance of notes payable and accrued interest was approximately $1,472,000 and $1,406,000, as of August 31, 2020 and February 29, 2020, respectively. Notes payable included 12% unsecured notes payable to MALLC, in the aggregate principal amount of approximately $687,000, plus approximately $762,000 of interest accrued. In addition, notes payable included 10% unsecured notes payable to a former director of the Company (who is also a manager of MALLC) in the aggregate principal amount of approximately $19,000 plus approximately $4,000 of accrued interest.

On June 2020, the former director loaned to us an additional approximately $9,000.

We entered into an agreement with MALLC and the former director to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.

11

Recent Developments

COVID-19

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” COVID-19 has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide

Change of Control

On September 23, 2020, Activist Investing LLC (the “Seller”), the owner of 116,697,438 common shares (the “Shares”) upon conversion of $1,472,000 of promissory notes and accrued interest acquired by the Seller after the Seller purchased control of the Company in July 2020, agreed to sell the Shares to Lina Liu (the “Purchaser), a resident of China, for $255,000, pursuant to an Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”). The first agreement between the Seller and the Purchase was superseded because it had the incorrect name of the Seller. The Seller is owned 100% by David Lazar. The Shares represent approximately 99.0% of the 117,875,323 Class A common shares outstanding at November 30, 2020.

The sale of the Shares to Ms. Liu was completed on October 2, 2020. Ms. Liu, as the 99.0% majority shareholder of the Company, then appointed as directors of the Company the following three persons: Wang Jun, Wang Yang and Bai Zhihui as directors and Ms. Liu as CFO, Treasurer and Secretary (together, the “Designees”). As a result, there was a change of control of the Company; and the change of management was completed on or about October 12, 2020 (the “New Management Date”), ten (10) days after the Company’s Information Statement pursuant to SEC Rule 14f-1 was filed with the SEC and mailed to the Company’s stockholders. There is no family relationship or other relationship between the Seller and the Purchaser.

In connection with the sale under the Stock Purchase Agreement, Mr. Lazar resigned as an officer and director, and John B. Lowy and Dovid Kotkes have resigned as directors, and have appointed the Designees as our directors, on the New Management Date. As a result thereof, the Designees became the directors of the Company, on or about October 12, 2020.

Name Change

After obtaining the approval of the Board of Directors and the majority stockholder, the Company amended its Article of Incorporations by filing of a Certificate of Amendment changing the name of the Company to “Yubo International Biotech Limited” under stock symbol “YBGJ”. The name change became effective December 4, 2020, pursuant to the Certificate of Amendment, upon completion of processing by the Financial Industry Regulatory Authority and in accordance with the SEC rules and regulations.

Reverse Merger with Platinum International Biotech Co., Ltd (“Platinum”)

On January 14, 2021 (the “Closing Date”), the Company entered into a voluntary share exchange transaction with Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”), pursuant to that certain Agreement and Plan of Share Exchange, dated January 14, 2021 (the “Exchange Agreement”), by and among the Company, Platinum, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China (“Yubo Beijing”), and certain selling stockholders named therein.

In accordance with the terms of the Exchange Agreement, on the Closing Date, the Company issued a total of 117,000,000 shares of its Class A common stock to the then stockholders of Platinum (the “Selling Stockholders”), in exchange for 100% of the issued and outstanding capital stock of Platinum (the “Exchange Transaction”). As a result of the Exchange Transaction, the Selling Stockholders acquired more than 99% of the Company’s issued and outstanding capital stock, Platinum became the Company’s wholly-owned subsidiary, and the Company acquired the business and operations of Platinum and Yubo Beijing. 

Platinum was incorporated on April 7, 2020 under the laws of the Cayman Islands as a holding company. Commencing April 2020, its consolidated variable interest entity Yubo Beijing is a leading supplier of innovative products that process, store and administer therapeutic doses of endometrial stem cells for treatment of disease and injuries in the PRC..

Immediately prior to the Exchange Transaction, the Company had 117,875,323 shares of Class A common stock and 4,447 shares of Class B common stock issued and outstanding. Immediately after the Exchange Transaction and the surrender and cancellation of 116,697,438 shares of Class A common stock previously held by Lina Liu, and as of the date hereof, our authorized capital stock consists of 120,000,000 shares of common stock, par value $.001 per share, of which 118,177,885 Class A common plus 4,447 Class B common) are issued and outstanding, and 5,000,000 shares of Preferred Stock, $.001 par value, none of which shares are issued or outstanding. Each share of Class A common stock is entitled to one vote with respect to all matters to be acted on by the stockholders; and each share of Class B common stock is entitled to five votes per share, and is convertible into one share of Class A common stock.

Results of Operations for the Three Months Ended and Nine Months Ended November 30, 2020 compared to the Three Months Ended and Nine Months Ended November 30, 2019

Operating expenses for the three months ended and nine months ended November 30, 2020 were $25,485 and $53,485 compared to $8,000 and $25,000 the three months ended and nine months ended November 30, 2019. The increases are primarily due to accounting and legal fees. Other income (expense) was $305,000 for the 2020 period compared to $(78,000) during the same period ended November 30, 2019. The increase in other income (expense) was attributable to gains from debt extinguishment and gains from settlement of accounts payable and due to related party for the period ended November 30, 2020.

During the nine months ended November 30, 2020 we recorded net income of $251,515 compared to a net loss of $103,000 for the nine months ended November 30, 2019.

12

Financial Condition, Liquidity and Capital Resources

Going concern

As indicated in the accompanying interim unaudited condensed consolidated financial statements, at November 30, 2020, the Company had $-0- of cash, negative working capital of $9,687 and stockholders’ deficit of $9,687. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2020. The Company’s plans to deal with this uncertainty are described in Note 2 to the accompanying financial statements.

Off Balance Sheet Arrangements

The Company has no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

Critical Accounting Principles

We have identified critical accounting principles that affect our interim unaudited condensed consolidated financial statements by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principals. See Note 2 – Summary of Significant Accounting Policies

As of November 30, 2020, the impact of COVID-19 on our business continued to unfold. As a result, many of our estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market driven rates or prices. Through November 30, 2020, we were not engaged in any substantive commercial business. Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices were not significant.

Item 4T. Controls and Procedures

In June 2018, the Company’s auditors advised the Audit Committee that they believe that a material weakness in internal accounting controls exists by reason of the impact of the Company’s financial constraints on its ability to continue its timely public reporting as well as the lack of desirable segregation of duties, among other matters. Based on this information, management has revised its conclusion on the adequacy of its disclosure controls and its internal accounting controls to that stated below.

13

(a) Evaluation of Disclosure Controls and Procedures. The Company’s senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) designed to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the Chief Executive Officer and our Chief Financial Officer as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective.

(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except that as of the date hereof, and due to the change of control completed on October 2, 2020, there are no members of the Audit Committee, which was established by our Board of Directors for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements by our independent auditors. The Board of Directors has not determined whether to appoint any members to the Audit Committee.

There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgment in decision‑making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There have been no other material developments with respect to previously reported legal proceedings discussed in our Annual Report on Form 10-K for the year ended February 29, 2020.

Item 1A. Risk Factors

We are a smaller reporting company and are not required to provide the information under this item pursuant to Regulation S-K.

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.

None.

15

Item 6. - Exhibits

16.1	Letter of RBSM LLP. (1)
31.1	Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Amended and Restated Stock Purchase Agreement. (2)

(1)	Included as exhibit to our Current Report on Form 8-K filed on October 16, 2020.
(2)	Included as exhibit to our Current Report on Form 8-K filed on October 5, 2020.

16

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Yubo International Biotech Limited
		(Registrant)
Date: January 19, 2021	By:	/S/ Wang Jun
		Wang Jun,
		President, Chief Executive Officer and Director
		(Principal Executive Officer)
Date: January 19, 2021	By:	/S/ Liu Lina
		Chief Financial Officer, Treasurer and Secretary
		(Principal Financial and Accounting Officer)

17

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE

ACT RULE 13a-14(a)(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Wang Jun, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Yubo International Biotech Limited.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: January 19, 2021	By:	/s/ Wang Jun
		Wang Jun, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE

ACT RULE 13a-14(a)(as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)

I, Liu Lina, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Yubo International Biotech Limited;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: January 19, 2021	By:	/s/ Liu Lina
		Liu Lina, Chief Financial Officer

EX-32.1

EXHIBIT 32.1:

 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the accompanying Quarterly report on Form 10-Q of Yubo International Biotech Limited for the quarter ended November 30, 2020, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1)	such Quarterly report on Form 10-Q for the quarter ended November 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in such Quarterly report on Form 10-Q for the quarter ended November 30, 2020 fairly presents, in all material respects, the financial condition and results of operations of Yubo International Biotech Limited.

January 19, 2021	/s/ Wang Jun
	Name:_Wang Jun
	Title: Chief Executive Officer

EX-32.2

EXHIBIT 32.2:

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In connection with the accompanying Quarterly report on Form 10-Q of Yubo International Biotech Limited for the quarter ended November 30, 2020, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1)	such Quarterly report on Form 10-Q for the quarter ended November 30, 2020 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in such Quarterly report on Form 10-Q for the quarter ended November 30, 2020 fairly presents, in all material respects, the financial condition and results of operations of Yubo International Biotech Limited.

January 19, 2021	/s/ Liu Lina
	Name: Liu Lina,
	Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Nov. 30, 2020	Jan. 19, 2021
Cover [Abstract]
Entity Registrant Name	Yubo International Biotech Ltd
Entity Central Index Key	0000895464
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		118,177,885
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Nov. 30, 2020	Feb. 29, 2020
CURRENT ASSETS:
Cash	$ 0	$ 1,000
Total current assets	0	1,000
CURRENT LIABILITIES:
Notes payable and accrued interest payable to related parties	0	1,406,000
Due to related parties	0	0
Accounts payable	9,687	353,000
Accrued expenses and other current liabilities	0	40,000
Total current liabilities	9,687	1,799,000
COMMITMENTS AND CONTINGENCIES	0	0
STOCKHOLDERS' DEFICIT:
Preferred stock value	0	0
Additional paid in capital	28,709,919	27,289,820
Accumulated deficit	(28,837,485)	(29,089,000)
Total stockholders' deficit	(9,687)	(1,798,000)
Total liabilities and stockholders' deficit	0	1,000
Common Class A [Member]
STOCKHOLDERS' DEFICIT:
Common stock value	117,875	1,179
Common Class B [Member]
STOCKHOLDERS' DEFICIT:
Common stock value	$ 4	$ 1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 30, 2020	Feb. 29, 2020
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, par value	$ .01	$ .01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common Stock Class A [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, par value	$ .001	$ .001
Common stock, authorized	120,000,000	120,000,000
Common stock, issued	117,875,323	1,178,762
Common stock, outstanding	117,875,323	1,178,762
Common Stock Class B [Member]
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, par value	$ .001	$ .001
Common stock, authorized	3,750,000	3,750,000
Common stock, issued	4,447	567
Common stock, outstanding	4,447	567

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Nov. 30, 2020	Nov. 30, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUES	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES:
General and administrative	25,485	8,000	53,485	25,000
LOSS FROM OPERATIONS	(25,485)	(8,000)	(53,485)	(25,000)
OTHER INCOME (EXPENSE)
Gain from debt extinguishment	0	0	191,000	0
Gain from settlement of accounts payable and due to related party	0	0	167,000	0
Interest expense	0	(26,000)	(53,000)	(78,000)
Other income (expense) - net	0	(26,000)	305,000	(78,000)
NET INCOME (LOSS) BEFORE INCOME TAX	(25,485)	(34,000)	251,515	(103,000)
PROVISION FOR INCOME TAXES	0	0	0	0
NET INCOME (LOSS)	$ (25,485)	$ (34,000)	$ 251,515	$ (103,000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	89,667,203	1,179,000	30,460,771	1,179,000
NET INCOME (LOSS) PER COMMON SHARE,
Basic and diluted	$ (0.00)	$ (0.03)	$ 0.01	$ (0.09)

XML

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 251,515	$ (103,000)
Company expenses paid by Platinum International Biotech Co. Ltd
(Cayman Islands) and affiliates	15,798	0
Gain from debt extinguishment	191,000	0
Gain from settlement of accounts payable	(167,000)	0
Effect on cash of changes in operating assets and liabilities:
Due to related parties	9,000
Accrued interest payable to related parties	53,000	83,000
Accounts payable and accrued expenses and other current liabilities	17,687	0
NET CASH USED IN OPERATING ACTIVITIES	(11,000)	(20,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from notes payable to related parties-	10,000	17,000
NET CASH PROVIDED BY FINANCING ACTIVITES	10,000	17,000
NET (DECREASE) INCREASE IN CASH	(1,000)	(3,000)
CASH:
Beginning of period	1,000	4,000
End of period	0	1,000
Supplement disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0
Non-cash financing activities:
Conversion of notes payable and accrued interest into Class A common shares	1,472,000
Payment of accounts payable and accrued expenses by Activist Investing LLCpursuant to Stock Purchase Agreement dated June 30, 2020	$ 49,000	$ 0

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (unaudited) - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Common Stock Class A [Member]	Common Stock Class B [Member]
Balance, shares at Feb. 28, 2019				1,178,762	567
Balance, amount at Feb. 28, 2019	$ (1,664,000)	$ 27,290,000	$ (28,955,000)	$ 1,000	$ 0
NET LOSS	(34,000)	0	(34,000)	$ 0	$ 0
Balance, shares at May. 31, 2019				1,178,762	567
Balance, amount at May. 31, 2019	(1,698,000)	27,290,000	(28,989,000)	$ 1,000	$ 0
Balance, shares at Feb. 28, 2019				1,178,762	567
Balance, amount at Feb. 28, 2019	(1,664,000)	27,290,000	(28,955,000)	$ 1,000	$ 0
NET LOSS	$ (103,000)
Conversion of notes payable and Accrued interest to Class A shares on September 23, 2020, shares
Balance, shares at Nov. 30, 2019				1,178,762	567
Balance, amount at Nov. 30, 2019	$ (1,767,000)	27,290,000	(29,058,000)	$ 1,000	$ 0
Balance, shares at May. 31, 2019				1,178,762	567
Balance, amount at May. 31, 2019	(1,698,000)	27,290,000	(28,989,000)	$ 1,000	$ 0
NET LOSS	(35,000)	0	(35,000)	$ 0	$ 0
Balance, shares at Aug. 31, 2019				1,178,762	567
Balance, amount at Aug. 31, 2019	(1,733,000)	27,290,000	(29,024,000)	$ 1,000	$ 0
NET LOSS	(34,000)	0	(34,000)	$ 0	$ 0
Balance, shares at Nov. 30, 2019				1,178,762	567
Balance, amount at Nov. 30, 2019	(1,767,000)	27,290,000	(29,058,000)	$ 1,000	$ 0
Balance, shares at Feb. 29, 2020				1,178,762	567
Balance, amount at Feb. 29, 2020	(1,798,000)	27,289,820	(29,089,000)	$ 1,179	$ 1
NET LOSS	(34,000)	0	(34,000)	$ 0	$ 0
Balance, shares at May. 31, 2020				1,178,762	567
Balance, amount at May. 31, 2020	(1,832,000)	27,289,820	(29,123,000)	$ 1,179	$ 1
Balance, shares at Feb. 29, 2020				1,178,762	567
Balance, amount at Feb. 29, 2020	(1,798,000)	27,289,820	(29,089,000)	$ 1,179	$ 1
NET LOSS	$ 251,515
Conversion of notes payable and Accrued interest to Class A shares on September 23, 2020, shares	1,472,000
Balance, shares at Nov. 30, 2020				117,875,323	4,447
Balance, amount at Nov. 30, 2020	$ (9,687)	28,709,919	(28,837,485)	$ 117,875	$ 4
Balance, shares at May. 31, 2020				1,178,762	567
Balance, amount at May. 31, 2020	(1,832,000)	27,289,820	(29,123,000)	$ 1,179	$ 1
NET LOSS	311,000	0	311,000	$ 0	$ 0
Payment of accounts payable and accrued expenses by Activist Investing LLC on July 2, 2020 pursuant to Stock Purchase Agreement dated June 30, 2020	37,000	37,000	0
Balance, shares at Aug. 31, 2020				1,178,762	567
Balance, amount at Aug. 31, 2020	(1,484,000)	27,326,820	(28,812,000)	$ 1,179	$ 1
NET LOSS	(25,485)	0	(25,485)	$ 0	0
Conversion of notes payable and Accrued interest to Class A shares on September 23, 2020, shares				116,697,438
Conversion of notes payable and Accrued interest to Class A shares on September 23, 2020, amount	1,472,000	1,355,303		$ 116,697
Payment of accrued expenses ($3,000) and due to related parties ($9,000) by Activist Investing LLC in the three months ended November 30, 2020 pursuant to Stock Purchase Agreement dated June 30, 2020	12,000	12,000	0	0	0
Company expenses paid by Platinum International Biotech Co. Ltd. (Cayman Islands) and affiliates	15,798	15,798	0	$ 0	$ 0
Adjustments, shares				(877)	3,880
Adjustments, amount	0	(2)	0	$ (1)	$ 3
Balance, shares at Nov. 30, 2020				117,875,323	4,447
Balance, amount at Nov. 30, 2020	$ (9,687)	$ 28,709,919	$ (28,837,485)	$ 117,875	$ 4

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ORGANIZATION AND DESCRIPTION OF THE BUSINESS

9 Months Ended

Nov. 30, 2020

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Company Activities

Yubo International Biotech Limited (formerly Magna-Lab Inc.) (the “Company”), a New York corporation, acquired Platinum International Biotech Co. Ltd. (“Platinum”) in a “reverse merger” transaction on January 14, 2021 (See Note 8 – Subsequent Events).

The Company was previously engaged in research, development, and commercialization activities until it ceased such activities during the period September 2002 through March 2003. The Company’s efforts to raise additional capital or enter into a strategic arrangement in order to complete commercialization of its cardiac diagnostic Illuminator products and development of its Artery View product or to seek other means to realize value through sale, license or otherwise have been unsuccessful and therefore, in January 2017, the Company sold such technology to its President and CEO in exchange for relief from certain liabilities.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Nov. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Representation of Interim Financial Statements

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for smaller reporting companies and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All adjustments which are of a normal recurring nature and, in the opinion of management, necessary for a fair presentation have been included. These interim unaudited condensed consolidated financial statements should be read in conjunction with the more complete information and the Company’s audited consolidated financial statements and related notes thereto included in the Company's annual report on Form 10-K for the year ended February 29, 2020. The operating results for the three and nine months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the year ending February 28, 2021.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The unaudited condensed consolidated financial statements include the accounts of Yubo International Biotech Limited (formerly Magna-Lab Inc.) and its wholly-owned subsidiary, Cardiac MRI, Inc. (collectively, the “Company”) and all significant intercompany transactions and balances have been eliminated in consolidation.

Going Concern

As indicated in the accompanying interim unaudited condensed consolidated financial statements, at November 30, 2020, the Company had $0 of cash and negative working capital of $9,687 and a stockholders’ deficit of $9,687. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2020. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” However, there is no assurance that the acquisition of Platinum International Biotech Co. Ltd. (“Platinum”) on January 14, 2021 (See Note 8 – Subsequent Events) will be sufficient for the Company to continue operations as a going concern. No adjustments have been made in the accompanying condensed consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions every quarter to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Income (Loss) Per share

The Company complies with the accounting and reporting requirements of U.S. GAAP with respect to computing its net income (loss) per common share. Net income (loss) per common share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.

Basic (loss) per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since there are no options, warrants or derivative securities outstanding, basic and diluted income (loss) per share were the same for the nine-month periods ended November 30, 2020 and 2019.

Recent Accounting Procurements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

9 Months Ended

Nov. 30, 2020

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

NOTE 3- AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

On June 30, 2020 (as amended September 23, 2020), Activist Investor, LLC (the “Seller”), the owner of 116,697,438 common shares (the “Shares”) of Company Class A common stock upon conversion of approximately $1,472,000 of promissory notes and accrued interest acquired by the Seller after the Seller purchased control of the Company in July 2020, agreed to sell the Shares to Lina Liu (the “Purchaser”), a resident of China, for $255,000, pursuant to an Amended and Restated Stock Purchase Agreement (the “A&R Stock Purchase Agreement”). The first agreement between the Seller and the Purchase was superseded because it had the incorrect name of the Seller. The Seller is owned 100% by David Lazar. The Shares represent approximately 99.0% of the 117,876,762 Class A common shares of the Company’s outstanding common shares.

The sale of the Shares to Ms. Liu was completed on October 2, 2020. Ms. Liu, as the 99.0% majority shareholder of the Company then appointed as directors of the Company the following three persons: Wang Jun, Wang Yang and Bai Zhihui as directors and Ms. Liu as CFO, Treasurer and Secretary (together, the “Designees”). As a result, there was a change of control of the Company; and the change of management was completed on or about October 12, 2020 (the “New Management Date”), 10 days after the Company’s Information Statement pursuant to SEC Rule 14f-1 was filed with the SEC and mailed to the Company’s stockholders. There is no family relationship or other relationship between the Seller and the Purchaser.

In connection with the sale under the A&R Stock Purchase Agreement, Mr. Lazar resigned as an officer and director, John B. Lowy and Dovid Kotkes have resigned as directors, and the Company appointed the Designees as the directors of the Company, on the New Management Date. As a result thereof, the Designees became the directors of the Company, on or about October 12, 2020. As part of the agreement, Cardiac MRI Inc., the Company’s wholly owned subsidiary, was assigned to Mr. Lazar.

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NOTES PAYABLE AND ACCRUED INTEREST TO RELATED PARTIES

9 Months Ended

Nov. 30, 2020

NOTES PAYABLE AND ACCRUED INTEREST TO RELATED PARTIES

NOTE 4 - NOTES PAYABLE AND ACCRUED INTEREST TO RELATED PARTIES

The balance of notes payable and accrued interest was approximately $0 and $1,406,000, as of November 30, 2020 and February 29, 2020, respectively. Effective September 23, 2020, all amounts outstanding and originally payable to Magna Acquisition LLC (“MALLC”), a related party, and to Joel S. Kanter, a former director of the Company (who is also a manager of MALLC) and then payable to Activist were converted into 116,697,438 shares of Class A common stock of the Company. See Note 3 above.

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CAPITAL STOCK

9 Months Ended

Nov. 30, 2020

CAPITAL STOCK

NOTE 5- CAPITAL STOCK

Class A Common Stock

Holders of Class A common stock are entitled to one vote for each share on all matters submitted to a shareholder vote. Holders of Class A common stock do not have cumulative voting rights. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of Class A common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over Class A common stock.

Holders of Class A common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to Class A common stock. The rights of the holders of Class A common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued. All outstanding shares of Class A common stock are duly authorized, validly issued, fully paid and non-assessable.

Class B Common Stock

Holders of Class B common stock are entitled to five votes for each share on all matters submitted to a shareholder vote. Each share of Class B is convertible into one share of Class A common stock upon notice of the holder.

Preferred Stock

We have authorized 5,000,000 shares of Preferred Stock at a par value of $.001 per share. None of our authorized Preferred Stock are issued or outstanding.

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GAIN FROM DEBT EXTINGUISHMENT

9 Months Ended

Nov. 30, 2020

GAIN FROM DEBT EXTINGUISHMENT

NOTE 6 - GAIN FROM DEBT EXTINGUISHMENT

In connection with the Stock Purchase Agreement dated June 30, 2020, Activist performed a review of three old (dating from 1996 to 2010) vendor accounts payable balances (totaling approximately $191,000) and received a legal opinion that such outstanding accounts payable and accrued liabilities aggregating approximately $191,000 were time barred by the statute of limitations and the Company recorded the relief of those liabilities and a gain from debt extinguishment of $191,000 as of July 2, 2020.

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GAIN FROM SETTLEMENT OF ACCOUNTS PAYABLE

9 Months Ended

Nov. 30, 2020

GAIN FROM SETTLEMENT OF ACCOUNTS PAYABLE

NOTE 7 - GAIN FROM SETTLEMENT OF ACCOUNTS PAYABLE

In connection with the closing of the Stock Purchase Agreement (see Note 3 above), the Seller agreed to pay approximately $37,000 to settle certain liabilities of the Company for transfer agent, edgar agent, and other services (approximately $18,000) and approximately $19,000 to settle a liability for services of our former Treasurer and Secretary (Chief Financial Officer) over an extended period of time aggregating approximately $186,000. The $167,000 excess of the $204,000 total debt satisfied over the $37,000 total cash paid has been recognized as a gain from settlement of accounts payable in the three months ended August 31, 2020.

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SUBSEQUENT EVENTS

9 Months Ended

Nov. 30, 2020

SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS

Effective December 4, 2020, the Company changed the name of the Company to “Yubo International Biotech Limited” and changed its stock symbol to “YBGJ”.

On January 14, 2021 (the “Closing Date”), the Company closed a voluntary share exchange transaction with Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands (“Platinum”), pursuant to that certain Agreement and Plan of Share Exchange, dated January 14, 2021 (the “Exchange Agreement”), by and among the Company, Platinum, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People’s Republic of China (“PRC”) (“Yubo”), and certain selling stockholders named therein.

In accordance with the terms of the Exchange Agreement, on the Closing Date, the Company issued a total of 117,000,000 shares of its Class A common stock to the Selling Stockholders, who were then stockholders of Platinum (the “Selling Stockholders”), in exchange for 100% of the issued and outstanding capital stock of Platinum (the “Exchange Transaction”). As a result of the Exchange Transaction, the Selling Stockholders acquired more than 99% of the Company’s issued and outstanding capital stock, Platinum became the Company’s wholly-owned subsidiary, and the Company acquired the business and operations of Platinum and Yubo. Immediately prior to the Exchange Transaction, the Company had 117,875,323 shares of Class A common stock and 4,447 shares of Class B common stock issued and outstanding. Immediately after the Exchange Transaction and the surrender and cancellation of 116,697,438 shares held by Lina Liu, the controlling shareholder, Chief Financial Officer, Treasurer and Secretary of the Company, the Company has 118,177,885 shares of Class A common stock and 4,447 shares of Class B common stock issued and outstanding.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Nov. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Representation of Interim Financial Statements

 The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for smaller reporting companies and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All adjustments which are of a normal recurring nature and, in the opinion of management, necessary for a fair presentation have been included. These interim unaudited condensed consolidated financial statements should be read in conjunction with the more complete information and the Company’s audited consolidated financial statements and related notes thereto included in the Company's annual report on Form 10-K for the year ended February 29, 2020. The operating results for the three and nine months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the year ending February 28, 2021.

Basis of Presentation and Principles of Consolidation

 The consolidated financial statements of the Company have been prepared in accordance with GAAP. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses or recognized when incurred. The unaudited condensed consolidated financial statements include the accounts of Yubo International Biotech Limited (formerly Magna-Lab Inc.) and its wholly-owned subsidiary, Cardiac MRI, Inc. (collectively, the “Company”) and all significant intercompany transactions and balances have been eliminated in consolidation.

Going Concern

 As indicated in the accompanying interim unaudited condensed consolidated financial statements, at November 30, 2020, the Company had $0 of cash and negative working capital of $9,687 and a stockholders’ deficit of $9,687. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2020. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” However, there is no assurance that the acquisition of Platinum International Biotech Co. Ltd. (“Platinum”) on January 14, 2021 (See Note 8 – Subsequent Events) will be sufficient for the Company to continue operations as a going concern. No adjustments have been made in the accompanying condensed consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.

Use of Estimates

 The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of 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. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Income Taxes

 The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions every quarter to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Income (Loss) Per share

 The Company complies with the accounting and reporting requirements of U.S. GAAP with respect to computing its net income (loss) per common share. Net income (loss) per common share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.

Basic (loss) per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since there are no options, warrants or derivative securities outstanding, basic and diluted income (loss) per share were the same for the nine-month periods ended November 30, 2020 and 2019.

Recent Accounting Pronouncements

We have reviewed accounting pronouncements issued and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented.

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Nov. 30, 2020	Aug. 31, 2020	May 31, 2020	Feb. 29, 2020	Nov. 30, 2019	Aug. 31, 2019	May 31, 2019	Feb. 28, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Working capital deficit	$ (9,687)
Cash	0			$ 1,000
Total stockholders' deficit	$ (9,687)	$ (1,484,000)	$ (1,832,000)	$ (1,798,000)	$ (1,767,000)	$ (1,733,000)	$ (1,698,000)	$ (1,664,000)

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (Details Narrative) - USD ($)	1 Months Ended
	Jul. 31, 2020	Jun. 30, 2020	Oct. 02, 2020
Stock Purchase Agreement [Member] | Common Stock Class A [Member]
Shares issuable under stock purchase agreement	255,000
Activist Investor LLC [Member]
Debt instrument converted amount shars issued		116,697,438
Debt instrument converted amount		$ 1,472,000
Liu Lina [Member]
Description of superseded agreement	The Seller is owned 100% by David Lazar. The Shares represent approximately 99.0% of the 117,876,762 Class A common shares of the Company’s outstanding common shares.
Ms. Liu [Member]
Ownership percentage			99.00%

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NOTES PAYABLE AND ACCRUED INTEREST TO RELATED PARTIES (Details Narrative) - USD ($)	Nov. 30, 2020	Sep. 23, 2020	Feb. 29, 2020
Notes payable and accrued interest payable to related parties	$ 0		$ 1,406,000
Joel S. Kanter [Member] | Common Stock Class A [Member]
Common stock shares issued upon conversion of debt		116,697,438

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CAPITAL STOCK (Details Narrative) - $ / shares	Nov. 30, 2020	Feb. 29, 2020
CAPITAL STOCK
Preferred stock, par value	$ .01	$ .01
Preferred shares authorized	5,000,000	5,000,000

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GAIN FROM DEBT EXTINGUISHMENT (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 02, 2020	Nov. 30, 2020
Gain from debt extinguishment		$ 191,000
Stock Purchase Agreement [Member]
Gain from debt extinguishment	$ 191,000

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GAIN FROM SETTLEMENT OF ACCOUNTS PAYABLE (Details Narrative)	Nov. 30, 2020 USD ($)
Chief Financial Officer [Member]
Settlement of liabilities for the services	$ 186,000
Total debt	204,000
Settlement of liabilities for stock transfer	37,000
Excess debt	167,000
Stock Purchase Agreement [Member]
Settlement of liabilities for stock transfer	37,000
Settlement of liabilities for other services	18,000
Stock Purchase Agreement [Member] | Chief Financial Officer [Member]
Settlement of liabilities for the services	$ 19,000

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SUBSEQUENT EVENTS (Details Narrative) - shares	Jan. 14, 2021	Nov. 30, 2020	Feb. 29, 2020
Subsequent Event [Member]
Ownership exchange percentage, description	the Selling Stockholders, who were then stockholders of Platinum (the “Selling Stockholders”), in exchange for 100% of the issued and outstanding capital stock of Platinum (the “Exchange Transaction”).
Subsequent Event [Member] | Liu Lina [Member]
Cancellation of shares held by related party	116,697,438
Subsequent Event [Member] | Exchange Agreement [Member] | Maximum [Member]
Ownership percentage	99.00%
Common Class A [Member]
Common stock shares issued		117,875,323
Common stock shares outstanding		117,875,323
Common Stock Class B [Member] | Subsequent Event [Member] | Chief Financial Officer, Treasurer and Secretary [Member]
Common stock shares issued	4,447
Common stock shares outstanding	4,447
Common Stock Class B [Member]
Common stock shares issued		4,447	567
Common stock shares outstanding		4,447	567
Common Stock Class A [Member]
Common stock shares issued		117,875,323	1,178,762
Common stock shares outstanding		117,875,323	1,178,762
Common Stock Class A [Member] | Subsequent Event [Member] | Exchange Agreement [Member]
Common stock shares issued	117,000,000
Common Stock Class A [Member] | Subsequent Event [Member] | Chief Financial Officer, Treasurer and Secretary [Member]
Common stock shares issued	118,177,885
Common stock shares outstanding	118,177,885