Overview

We were incorporated as a New York corporation on February 22, 1991 and commenced operations on February 10, 1992. We completed our initial public offering in a firm commitment underwriting in 1993, at which time our Class A common stock commenced trading on the Nasdaq SmallCap Market. We were delisted from the Nasdaq SmallCap Market in 1997 for failure to meet the quantitative continued listing criteria. In 1998 we were relisted on the Nasdaq SmallCap until 1999 when we were again delisted for failure to meet the quantitative continued listing criteria, and trading commenced on the NASD Over-The-Counter Bulletin Board and subsequently on the OTCQB. We have one subsidiary, Cardiac MRI, Inc., a wholly owned New York corporation formed by us in December 1997.






         22

  Table of Contents

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





History

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.

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. Our efforts to realize value for our prior business and MRI technology have been unsuccessful. As a result, we view our most viable option to be merging with an unrelated operating company that could benefit from our status as a reporting company in a so-called "reverse merger" transaction. Entering into a "reverse merger" would likely involve very substantial dilution to the existing shareholders (see also below regarding funding provided to the Company by MALLC, defined below). It would, however, provide an opportunity to return some value to shareholders. While we have identified and explored merging with a number of candidates over the past few years, we have no commitments to merge with any company at the present time.

In November 2006 the shareholders of the Company approved a 1 for 100 reverse stock split of our common stock. On March 1, 2007, such reverse stock split became effective. Fractional shares were rounded up to the next full share.

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 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 and as a condition to the investment, MALLC purchased from our former principal stockholder, Noga Investments in Technology, Ltd., a company in receivership, 307,727 shares of the Company's Class A common stock, representing all the shares of our common stock owned by that shareholder.

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.






         23

  Table of Contents




Recent Change of Control

On September 23, 2020, Activist Investing LLC, the owner of 116,697,438 common 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 Ms. Lina Liu, a resident of China, for $255,000, pursuant to an Amended and Restated 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 Wang Jun, Wang Yang and Bai Zhihui as directors and Ms. Liu as Chief Financial Officer, Treasurer and Secretary. 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.





Name Change

After obtaining the approval of the Board and the majority stockholder, the Company amended its Article of Incorporation 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.





Recent Developments

Subsequent to our fiscal year ended December 31, 2020, on January 14, 2021, 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, pursuant to that certain Agreement and Plan of Share Exchange, dated January 14, 2021, by and among the Company, Platinum, Yubo International Biotech (Beijing) Limited, a company organized under the laws of the People's Republic of China, 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, in exchange for 100% of the issued and outstanding capital stock of Platinum. 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.

Financial Condition and Results of Operations

Liquidity and Capital Resources - At December 31, 2020, we had approximately $0 in cash and our working capital deficit and stockholders' deficit were both approximately $7,426. We continue to lose money. Cash used by operations during the ten months ended December 31, 2020 totaled approximately $11,000 and we are delinquent on various debts and accounts payable.

Results of Operations - Operating expenses of $57,724, $29,000 and $48,000 during the years ended, December 31, 2020, February 29, 2020 and February 28, 2019, respectively, reflect operating costs of occupancy, insurance, professional and other fees associated with maintaining our public reporting and minimal operations. Expenses in the year ended December 31, 2020, February 29, 2020 and February 28, 2019 were reduced by the elimination (for the part of the year ended December 31, 2020 and for full year ended February 29, 2020) of certain costs in June and July 2018 including vacating the company's office space.






         24

  Table of Contents

Interest expense was approximately $53,000, $105,000 and $100,000 in the years ended December 31, 2020, February 29, 2020 and February 28, 2019, respectively, reflecting interest on the loans payable to our principal shareholder, MALLC. Such interest has increased with the increase in principal amount of such loans outstanding from $687,250 at February 29, 2020 to $703,750 at December 31, 2020. Additionally, most of the amounts outstanding currently carry the default interest rate of 15%.

Capital expenditures - We have no plans or commitments for material capital expenditures.





Critical Accounting Policies

We have identified critical accounting policies that affect our consolidated financial statements. We have determined the critical principles by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principles. They are:

Going Concern Consideration - As indicated in the accompanying consolidated financial statements, at December 31, 2020, the Company had $0 in cash, negative working capital of $7,426 and a stockholders' deficit of $7,426. 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 January 1, 2021. 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. 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 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.

Our other accounting policies, which we do not consider critical accounting policies, are contained in Note 1 to the Consolidated Financial Statements.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company's consolidated financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

© Edgar Online, source Glimpses