US-China Biomedical Technology (UCBB) 10-Q 30 Oct 17 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Aug. 31, 2017	Oct. 23, 2017
Document and Entity Information.
Entity Registrant Name	CLOUD SECURITY CORP.
Entity Central Index Key	1,516,079
Document Type	10-Q
Current Fiscal Year End Date	--02-28
Document Fiscal Period Focus	Q2
Document Period End Date	Aug. 31, 2017
Amendment Flag	false
Entity Filer Category	Smaller Reporting Company
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Document Fiscal Year Focus	2,018
Entity Common Stock, Shares Outstanding		13,126,980

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Aug. 31, 2017	Feb. 28, 2017
Current assets:
Cash	$ 2,052	$ 3,366
Prepaid expense	7,500	2,500
Deposit	175	175
TOTAL ASSETS	9,727	6,041
Current liabilities:
Accounts payable	61,319	14,151
Accrued payroll - related parties	33,000	0
Accrued payroll - non-related party	26,583	0
Notes payable and accrued interest	120,000	0
Due to related party (See Note 4)	1,850	0
Total liabilities	242,752	14,151
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at August 31, 2017 and February 28, 2017	0	0
Common stock, $0.001 par value, 190,000,000 shares authorized; 13,026,980 and 13,026,980 issued and outstanding at August 31, 2017 and February 28, 2017, respectively	13,027	13,027
Common stock to be issued	100	0
Additional paid-in capital	1,772,442	1,722,542
Accumulated deficit	(2,018,594)	(1,743,679)
Total stockholders' deficit	(233,025)	(8,110)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 9,727	$ 6,041

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Aug. 31, 2017	Feb. 28, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ 0.001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	13,026,980	13,026,980
Common stock, shares outstanding	13,026,980	13,026,980

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
Income Statement [Abstract]
General and administrative	$ 229,881	$ 20,746	$ 269,915	$ 39,625
Interest Expense	5,000	0	5,000	0
Loss before provision for income taxes	(234,881)	(20,746)	(274,915)	(39,625)
Provision for income taxes	0	0	0	0
Net loss	$ (234,881)	$ (20,746)	$ (274,915)	$ (39,625)
Weighted average shares basic and diluted	13,061,763	13,026,980	13,044,372	13,026,980
Weighted average basic and diluted loss per common share	$ (0.02)	$ 0	$ (0.02)	$ 0

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Cash flows from operating activities:
Net loss	$ (274,915)	$ (39,625)
Changes in operating assets and liabilities:
Prepaid expenses	(5,000)	(7,500)
Accounts payable	47,168	(1,276)
Accrued expenses	64,583	0
Due to related party	1,850	0
Net cash used in operating activities	(166,314)	(48,401)
Cash flows from financing activities:
Sale of common stock	50,000	0
Capital contributions from Goldenrise	0	50,000
Proceeds from issuance of notes payable	115,000	0
Net cash provided by financing activities	165,000	50,000
Net change in cash	(1,314)	1,599
Cash, beginning of period	3,366	2,680
Cash, end of period	2,052	4,279
Supplemental disclosures of cash flow information
Interest	0	0
Taxes	$ 0	$ 0

1. Organization and Business

1. Organization and Business	6 Months Ended
	Aug. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Cloud Security Corporation, formerly Accend Media (the “Company”), was incorporated in the State of Nevada on December 20, 2010. On May 22, 2012, the Company merged with Cloud Star Corporation (“Cloud Star”), a privately held Nevada corporation incorporated on October 17, 2011 headquartered in California (the “Merger”). Cloud Star’s then Chief Executive Officer assigned his rights and interests in technology named “The VirtualKey Desktop Solution” (“MyComputerKey”) and additional cloud security technology products to the Company in connection with the Merger. Following the Merger, the Company conducted the business of Cloud Star and changed its name from “Accend Media” to “Cloud Star Corporation”. On May 28, 2013, the Company changed its corporate name to “Cloud Security Corporation”. The Company’s principal business through July 2017 has been the software development of MyComputerKey; however, due to cash flow constraints, we have been unable to proceed with development of this software. The Company is currently evaluating alternative business ventures, as discussed below. During 2016, the Company received a patent and is continuing to evaluate its intellectual property and business strategies including raising additional capital for further development of our product, MyComputerKey™. While the Company is contemplating alternative business ventures, it intends to either further consider the development of its technology for application in a new business venture, or may consider the sale of such technology. On December 8, 2014, the Company entered into a stock purchase agreement (the “SPA”) with Goldenrise Development, Inc., a California corporation (“Goldenrise”) whereby the Company sold 12,000,000 shares of its common stock for $180,000 to Goldenrise representing approximately 92% of our outstanding shares. In connection with the SPA, we also agreed to effectuate a 1:100 reverse stock split of the Company’s issued and outstanding common stock (“Reverse Split”) which became effective on January 22, 2015. The Company’s then directors and officers immediately preceding the close of this transaction resigned at closing. Goldenrise designated the current directors and officers of the Company. The transaction effectuated a change in control of the Company. On March 31, 2017, Goldenrise and the Company entered into a Stock Purchase Agreement (the “Peng Agreement”) with Zhi Lu Peng, an individual (the “Peng Purchaser”). Pursuant to the Peng Agreement, Goldenrise agreed to sell and Peng Purchaser agreed to purchase 12,000,000 restricted common stock shares of the Company, representing approximately 92.12% of the Company’s outstanding shares of common stock. In consideration for these shares, Peng Purchaser was required pay to Goldenrise a total of $400,000 as follows: (i) $100,000 upon the execution of the Peng Agreement, and (ii) $300,000 on or before June 15, 2017. The purchase price was not fully funded, $50,000 towards the purchase price that was remitted was returned to Peng Purchaser, and the Peng Agreement terminated by its terms on June 15, 2017 and is no further force or effect. On June 28, 2017, Goldenrise and the Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, the Company’s sole officer and director (the “Dunn”). Pursuant to the Dunn Agreement, Goldenrise agreed to sell and Dunn agreed to purchase 12,000,000 restricted common stock shares of the Company, representing approximately 92.12% of the Company’s outstanding shares of common stock. In consideration for the shares, the Dunn will pay to Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 shall be withheld by Dunn and applied towards monies owed by Goldenrise to Dunn; and (iii) $40,000 shall be with withheld by Dunn and applied towards invoices related to the audit and legal fees associated with the reporting requirements of the Company through the date of Closing. Concurrently, on June 28, 2017, Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd. Prior to the Closing of the Dunn Agreement with Goldenrise, on July 25, 2017, the Company entered into an unsecured promissory note with Goldenrise in the amount of $90,000 (the “Note”) (See Note 5). As such, when remitting the purchase price under the Dunn Agreement, $90,000 was paid to Goldenrise as payment under the Dunn Agreement and $90,000 was retained in the Company’s account as payment from Goldenrise to the Company for the Note. The Dunn Agreement purchase price has been paid in full. The Closing of the Dunn Agreement and SPA occurred on July 28, 2017. The Dunn Agreement and SPA resulted in a change in control of the Company. In August 2017, the Company began considering a revised business plan wherein the Company’s primary focus will be the integration and development of synergistic relationships with high profiled doctors and hospitals that will act as a bridge for connecting patients and bio-technology advances in China with the Company’s network of US based doctors and hospitals. The Company intends to develop a scalable biomedical bridge for the US and China markets. The bridge would provide concierge services for moving patients from China to the US with a focus on the following demographics: (i) cancer patient referrals that are in non-critical, non-life threatening positions, (ii) pre-screening and genetic testing for family members of cancer patients, (iii) patients suffering from Diabetes, and (iv) general medical services including preventative care and physicals. The Company intends to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining CFDA approval for medical device sales to government owned hospitals. As of the date of this report, the Company has not yet implemented this business plan and is currently in the development phase. Impact of Legal Issues Facing our Former Chief Executive Officer On January 31, 2017, our former Chief Executive Officer, President, and Chairman of the Board of Directors, Ning Liu resigned after being detained in China. Mr. Liu’s legal troubles are unrelated to the Company, have had no effect on our operations, and we do not believe this poses any business risk.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	6 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the historical financial statements and related notes thereto of the Company filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended February 28, 2017 filed with the SEC on June 14, 2017. The results of operations for the three and six months ended August 31, 2017, are not necessarily indicative of the results that may be expected for the full year. Going Concern Considerations and Management’s Plans The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has no revenues, has incurred net losses, and has an accumulated deficit of $2,018,594 as of August 31, 2017. The Company currently has limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date of the financial statements are issued. If the Company is unable to obtain adequate capital, we could be forced to cease operations. Management anticipates the Company will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. Additional capital is required in order to acquire source code developed by consultants retained to complete the project and to ultimately launch our anticipated products in the marketplace. In light of management’s efforts, there are no assurances that the Company will be successful in obtaining sufficient capital to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. New Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and these were disclosed in the Company’s most recently filed Form 10-K or are not believed by us to have a material impact on the Company's present or future financial statements, based on our current operations.

3. Prepaid Expenses

3. Prepaid Expenses	6 Months Ended
	Aug. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses	During 2016 and 2017, the Company capitalized its annual fees of $10,000 for its OTC Markets listing. The amounts are being amortized over the term of the contract. During each of the three and six months ended August 31, 2017 and 2016, the Company recorded amortization expense of $2,500 and $5,000, respectively.

4. Related Party Transactions

4. Related Party Transactions	6 Months Ended
	Aug. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Due to Related Party During the six months ended August 31, 2017, Mr. Dunn advanced funds through entities affiliated with him, net of repayments to the Company to fund certain operating expenses. The advances are due on demand and do not bear interest. The amounts due to Mr. Dunn of August 31, 2017 and February 28, 2017 were $1,850 and $0, respectively. Related Party Transaction On June 28, 2017, Goldenrise and the Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, the Company’s sole officer and director (the “Dunn”). Pursuant to the Dunn Agreement, Goldenrise agreed to sell and Dunn agreed to purchase 12,000,000 restricted common stock shares of the Company, representing approximately 92.12% of the Company’s outstanding shares of common stock. In consideration for the shares, the Dunn will pay to Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 shall be withheld by Dunn and applied towards monies owed by Goldenrise to Dunn; and (iii) $40,000 shall be with withheld by Dunn and applied towards invoices related to the audit and legal fees associated with the reporting requirements of the Company through the date of Closing. Concurrently, on June 28, 2017, Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd. Prior to the Closing of the Dunn Agreement with Goldenrise, on July 25, 2017, the Company entered into an unsecured promissory note with Goldenrise in the amount of $90,000 (the “Note”) (See Note 5). As such, when remitting the purchase price under the Dunn Agreement, $90,000 was wired to Goldenrise as payment under the Dunn Agreement and $90,000 remained in the Company’s account as payment from Goldenrise to the Company for the Note. The Dunn Agreement purchase price has been paid in full. Facility Lease Commencing on June 1, 2017, Michael Dunn and the Company entered into a real property lease whereby the Company leased 5,824 square feet of office space on a month-to-month basis at a monthly rental amount of $16,962 plus approximately $300 per month for parking spaces. The Lease may be terminated by either party by giving the non-terminating party a written 30-day notice of Lease termination and non-renewal and specifically stating the intended termination date. The Company shall be responsible for all services and utilities including, but not limited to, telephone, water, trash disposal, gas, and electricity, used during term of this lease. During the three and six months ended, the Company incurred $51,786 in rent expense under this lease. Accrued Payroll As of August 31, 2017 and February 28, 2017, the Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017. The Company accrued and unpaid payroll due to Mr. Dunn of $15,000 and $0, respectively. As of August 31, 2017 and February 28, 2017, the Company approved compensation to Amanda Huang, our Senior Vice President in the amount of $5,000 per month beginning in June 2017. The Company accrued and unpaid payroll due to Ms. Huang of $15,000 and $0, respectively.

5. Notes Payable

5. Notes Payable	6 Months Ended
	Aug. 31, 2017
Debt Disclosure [Abstract]
Notes Payable	During the six months ended August 31, 2017, the Company issued an unsecured note payable to an unrelated third party in the amount of $25,000. The note together with accrued interest of $5,000 is payable upon demand. The amounts due as of August 31, 2017 and February 28, 2017 were $30,000 and $0, respectively. During the three and six months ended August 31, 2017, the Company recorded interest expense of $5,000 and $5,000, respectively. There was no interest expense during the 2016 periods. On July 25, 2017, the Company entered into an unsecured promissory note with Goldenrise, a former related party before change of control on June 28, 2017, in the amount of $80,000, which was increased to $90,000 by the Parties (the “Note”). The Note together with accrued interest is due and payable on August 31, 2017. The note does not bear interest. The note has not been repaid. The amounts due as of August 31, 2017 and February 28, 2017 were $90,000 and $0, respectively. The funds were to be used for transaction related costs which was to be repaid in August 2017 from anticipated future financing activities of the Company. The Company has been unable to secure this financing and the Note remains outstanding. Due to the outstanding balance not being paid, Mr. Dunn, who was the purchaser of 12,000,000 shares under the Dunn Agreement, will not provide the $40,000 in funds to be used for legal and accounting until such time as the loan is paid in full to Goldenrise.

6. Capital Stock

6. Capital Stock	6 Months Ended
	Aug. 31, 2017
Equity [Abstract]
Capital Stock	Authorizations and Designations The Company is authorized to issue 190,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. As of August 31, 2017 and February 28, 2017, no preferred stock has been issued. On July 31, 2017, the Company sold 100,000 shares of restricted common stock for $50,000. The shares were recorded under common stock to be issued as of August 31, 2017 since the shares were issued in September 2017. 2014 Stock Incentive Plan The Board of Directors adopted the 2014 Stock Incentive Plan (the “Plan”). The Plan provides for the grant, at the discretion of the Compensation Committee of the Board of Directors, of stock awards, of common stock, restricted stock, awards of common stock, or stock options to purchase common stock of the Company, with a maximum of 150,000 shares. As of August 31, 2017, 131,875 shares are available for issuance under the Plan. Capital Contributions During the six months ended August 31, 2016 Goldenrise, the Company’s former majority shareholder, contributed $50,000 to fund business operations of the Company. Upon Goldenrise’s sale of all interest in the Company on July 28, 2017, Goldenrise has no interest in the Company, with the exception of the outstanding Note for $90,000, and there will be no further commitments to fund such costs in the future.

7. Subsequent Event

7. Subsequent Event	6 Months Ended
	Aug. 31, 2017
Subsequent Events [Abstract]
Subsequent Event	In September 2017, the Company issued 100,000 shares of common stock to an accredited investor. The shares were sold in July and recorded as common stock to be issued as of August 31, 2017.

2. Summary of Significant Acc13

2. Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Aug. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the historical financial statements and related notes thereto of the Company filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended February 28, 2017 filed with the SEC on June 14, 2017. The results of operations for the three and six months ended August 31, 2017, are not necessarily indicative of the results that may be expected for the full year.
Going Concern Considerations and Management's Plans	Going Concern Considerations and Management’s Plans The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has no revenues, has incurred net losses, and has an accumulated deficit of $2,018,594 as of August 31, 2017. The Company currently has limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern. If the Company is unable to obtain adequate capital, we could be forced to cease operations. Management anticipates the Company will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. Additional capital is required in order to acquire source code developed by consultants retained to complete the project and to ultimately launch our anticipated products in the marketplace. In light of management’s efforts, there are no assurances that the Company will be successful in obtaining sufficient capital to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
New Accounting Pronouncements	New Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and these were disclosed in the Company’s most recently filed Form 10-K or are not believed by us to have a material impact on the Company's present or future financial statements, based on our current operations.

1. Organization and Business (D

1. Organization and Business (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Restricted common stock, shares	100,000
Proceeds from sale of stock	$ 50,000	$ 0
Peng Agreement [Member]
Restricted common stock, shares	12,000,000
Percentage of outstanding stock	92.12%
Proceeds from sale of stock	$ 400,000
Dunn Agreement [Member]
Restricted common stock, shares	12,000,000
Percentage of outstanding stock	92.12%
Proceeds from sale of stock	$ 400,000
Buyers [Member]
Restricted common stock, shares	6,000,000
Percentage of outstanding stock	46.06%
Proceeds from sale of stock	$ 200,000

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Aug. 31, 2017	Feb. 28, 2017
Accounting Policies [Abstract]
Accumulated deficit	$ (2,018,594)	$ (1,743,679)

3. Prepaid Expenses (Details Na

3. Prepaid Expenses (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
OTC Market listing fee	$ 10,000
Amortization of deferred charges	$ 2,500	$ 5,000

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Aug. 31, 2017	Aug. 31, 2017	Feb. 28, 2017
Due to related party	$ 1,850	$ 1,850	$ 0
Rental expense	51,786	51,786
Accrued payroll due to employee	26,583	26,583	0
Dunn [Member]
Accrued payroll due to employee	15,000	15,000	0
Huang [Member]
Accrued payroll due to employee	$ 15,000	$ 15,000	$ 0

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016	Feb. 28, 2017
Interest Expense	$ 5,000	$ 0	$ 5,000	$ 0
Unrelated Third Party [Member]
Unsecured note payable	25,000		25,000
Accrued interest	5,000		5,000
Notes payable	30,000		30,000		$ 0
Interest Expense	5,000		5,000
The Note [Member]
Unsecured note payable	90,000		90,000
Notes payable	$ 90,000		$ 90,000		$ 0

6. Capital Stock (Details Narra

6. Capital Stock (Details Narrative) - USD ($)	6 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Feb. 28, 2017
Common stock, par value	$ .001		$ 0.001
Common stock, shares authorized	190,000,000		190,000,000
Preferred stock, par value	$ .001		$ 0.001
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, shares issued	0		0
Sale of restricted common stock, shares	100,000
Sale of restricted common stock, value	$ 50,000	$ 0
Contributed capital	0	$ 50,000
Goldenrise Development, Inc. [Member]
Contributed capital	$ 50,000
2014 Stock Incentive Plan [Member]
Maximum number of shares authorized	150,000
Number of shares available for issuance	131,875