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.
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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).
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
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
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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,
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
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
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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
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
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.
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