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.






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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.






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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.

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