US-China Biomedical Technology (UCBB) 10-Q 16 Jul 18 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	May 31, 2018	Jul. 16, 2018
Document And Entity Information
Entity Registrant Name	US-China Biomedical Technology, Inc.
Entity Central Index Key	1,516,079
Document Type	10-Q
Document Period End Date	May 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,510,646
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,019
Entity Small Business	true

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	May 31, 2018	Feb. 28, 2018
Current Assets:
Cash	$ 459,479	$ 56,407
Prepaid expenses	17,698	5,000
Total current assets	477,177	61,407
Deposit	19,219	19,219
TOTAL ASSETS	496,396	80,626
Current liabilities:
Accounts payable	23,474	18,153
Deferred rent	2,217	0
Accrued payroll - non-related parties	0	27,806
Accrued payroll - related parties	33,000	35,175
Notes payable and accrued interest	0	45,000
Related party notes payable and accrued interest	0	226,299
TOTAL LIABILITIES	58,691	352,433
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at May 31, 2018 and February 28, 2018, respectively	0	0
Common stock, $0.001 par value, 190,000,000 shares authorized; 15,510,646 and 13,510,646 shares issued and outstanding at May 31, 2018 and February 28, 2018, respectively	15,511	13,510
Additional paid-in capital	2,922,682	1,940,526
Accumulated deficit	(2,500,488)	(2,225,843)
Total stockholders' deficit	437,705	(271,807)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 496,396	$ 80,626

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	May 31, 2018	Feb. 28, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ .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	$ 0.001	$ .001
Common stock, shares authorized	190,000,000	190,000,000
Common stock, shares issued	15,510,646	13,510,646
Common stock, shares outstanding	15,510,646	13,510,646

Statements of Operations (unaud

Statements of Operations (unaudited) - USD ($)	3 Months Ended
	May 31, 2018	May 31, 2017
Income Statement [Abstract]
General and administrative	$ 274,645	$ 40,032
Loss before provision for income taxes	(274,645)	(40,032)
Provision for income taxes	0	0
Net loss	$ (274,645)	$ (40,032)
Weighted average shares basic and diluted	14,032,385	13,026,980
Weighted average basic and diluted loss per common share	$ (0.02)	$ 0

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	May 31, 2018	May 31, 2017	Feb. 28, 2018
Cash flows from operating activities:
Net loss	$ (274,645)	$ (40,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on settlement of debt	184,156	0
Changes in operating assets and liabilities:
Prepaid expenses	(12,698)	(7,500)
Accounts payable	5,322	32,475
Accrued liabilities	(23,867)	0
Due to related party	0	13,100
Net cash used in operating activities	(121,733)	(1,957)
Cash flows from financing activities:
Proceeds from sale of common stock	569,805	0
Payments on notes payable	(45,000)	0
Net cash provided by financing activities	524,805	0
Net change in cash	403,072	(1,957)
Cash, beginning of period	56,407	3,366	$ 3,366
Cash, end of period	459,479	1,409	$ 56,407
Supplemental disclosures of cash flow information
Cash paid during the period for: Interest	0	0
Cash paid during the period for: Taxes	$ 800	$ 0

1. Organization and Business

1. Organization and Business	3 Months Ended
	May 31, 2018
Accounting Policies [Abstract]
Organization and Business	1. Organization and Business US-China Biomedical Technology, Inc., formerly Cloud Security Corporation (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”. 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 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 4). 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. On December 29, 2017, the Board of Directors of the Company approved the incorporation of US-China Biomedical Technology, Inc. (“US-China”) in the state of Nevada as a wholly-owned subsidiary of the Company. US-China was incorporated on January 11, 2018. Mr. Qingxi Huang is the sole officer and Director of US-China. The Company’s principal business through July 2017 has been the software development of MyComputerKey; however, due to cash flow constraints, we were unable to proceed with development of this software. 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. On May 8, 2018, we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and accrued interest and the remaining $569,805 was paid in cash. During the three months ended May 31, 2018, the Company recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued to settle the debt. Matters Relating to Former Officers and Directors 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. On November 23, 2017, our former Chief Executive Officer and Director, Michael R. Dunn, passed away unexpectedly. On January 9, 2018, Ms. Amanda Huang resigned as the Senior Vice President of the Company effective immediately. The Board approved and accepted Ms. Huang’s resignation as the Company’s Senior Vice President on January 10, 2018.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	May 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. 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, 2018 filed with the SEC on June 13, 2018. The results of operations for the three months ended May 31, 2018, 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 $2,500,488 as of May 31, 2018. 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. Future Commitment

3. Future Commitment	3 Months Ended
	May 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Future Commitment	3 Future Commitment Facility Lease On March 7, 2018, entered into a new lease with the Landlord. The new lease has a minimum term of 35 months, expiring January 31, 2021, and requires the following minimum payments, excluding property taxes and other common area costs: months 1 through 11 - $16,016 per month totaling $176,176; months 12 through 23 - $16,715 per month totaling $200,580; and months 24 through 35 - $17,472 per month totaling $209,664. As of May 31, 2018, the future minimum payments towards this lease for the fiscal years ending February 28, 2019, 2020, and 2021 were $144,843, $201,337, and $192,192, respectively. During the three months ended May 31, 2018 and 2017, the Company incurred $31,149 and $0 in rent expense. As of May 31, 2018, we had $2,217 of deferred rent recorded as accrued liabilities on the accompanying balance sheet. Accrued Payroll The Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017. As of May 31, 2018, the Company has recorded accrued and unpaid payroll due to Mr. Dunn of $30,000.

4. Related Party Transactions

4. Related Party Transactions	3 Months Ended
	May 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	4 Related Party Transactions Related Party Transactions During the three months ended May 31, 2018, China-Israel funded the Company with proceeds from sale of common stock of $569,805. As of May 8, 2018, the buyers converted $223,694 plus accrued interest of $6,501. During the three months ended May 31, 2018, the Company recorded $3,896 of related party interest expense towards the buyers’ related party notes payable. The proceeds and conversion completed the $800,000 subscription agreement. During the three months ended May 31, 2018, the Company recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued to settle the debt. Accrued Payroll The Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017. As of May 31, 2018, the Company has recorded accrued and unpaid payroll due to Mr. Dunn of $30,000.

5. Notes Payable

5. Notes Payable	3 Months Ended
	May 31, 2018
Debt Disclosure [Abstract]
Notes Payable	4. Notes Payable 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 was settled for $45,000 on January 13, 2018 and thus the Company recorded a gain on settlement of $45,000 during the year ended February 28, 2018. The note was repaid on April 2, 2018.

6. Capital Stock

6. Capital Stock	3 Months Ended
	May 31, 2018
Equity [Abstract]
Capital Stock	6. 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 May 31, 2018, no preferred stock has been issued. On May 8, 2018, we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and accrued interest and the remaining $569,805 was paid in cash. During the three months ended May 31, 2018, the Company recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued to settle the debt. 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. The Plan, as originally adopted authorized 15,000,000 shares, however, the authorized shares under the Plan was reversed 100 for 1 in accordance with the Reverse Split of the Company which became effective on January 22, 2015. As of May 31, 2018, 131,875 shares are available for issuance under the Plan.

7. Subsequent Events

7. Subsequent Events	3 Months Ended
	May 31, 2018
Subsequent Events [Abstract]
Subsequent Events	7. Subsequent Events There have been no material subsequent events through the date of this filing.

2. Summary of Significant Acc13

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	May 31, 2018
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, 2018 filed with the SEC on June 13, 2018. The results of operations for the three months ended May 31, 2018, are not necessarily indicative of the results that may be expected for the full year.
Going Concern Considerations and ManagementÂ’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 $2,314,115 as of May 31, 2018. 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	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 ($)	3 Months Ended
	May 31, 2018	May 31, 2017
Proceeds from sale of common stock	$ 569,805	$ 0
Loss on settlement of debt	$ (184,156)	$ 0
Subscription Agreement [Member]
Stock issued new, shares	2,000,000
Stock issued new, value	$ 800,000
Repayment of related party notes	230,195
Proceeds from sale of common stock	569,805
Loss on settlement of debt	$ (184,156)

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	May 31, 2018	Feb. 28, 2018
Accounting Policies [Abstract]
Accumulated deficit	$ (2,500,488)	$ (2,225,843)

3. Future Commitment (Details N

3. Future Commitment (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2018	May 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 31,149	$ 0
Future minimum rents remainder of current year	144,843
Future minimum rents year two	201,337
Future minimum rents year three	$ 192,192

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2018	May 31, 2017
Loss on settlement of debt	$ (184,156)	$ 0
Dunn [Member]
Accrued and unpaid payroll payable	30,000
China-Israel [Member]
Proceeds from sale of stock	569,805
Debt converted, amount converted	223,694
Debt converted, interest converted	6,501
Interest expense - related party	3,896
Loss on settlement of debt	$ (184,156)

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	May 31, 2018	May 31, 2017	Feb. 28, 2018
Repayment of note payable	$ 45,000	$ 0
Gain on settlement of debt	(184,156)	$ 0
Note payable balance	0		$ 45,000
Goldenrise [Member]
Proceeds from notes payable			90,000
Note payable face amount			90,000
Repayment of note payable	45,000
Gain on settlement of debt			$ 45,000
Note payable balance	$ 0

6. Capital Stock (Details Narra

6. Capital Stock (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2018	May 31, 2017
Proceeds from sale of stock	$ 569,805	$ 0
Loss on settlement of debt	$ (184,156)	$ 0
2014 Stock Incentive Plan [Member]
Shares authorized under plan	15,000,000
Shares available for issuance	131,875
Subscription Agreement [Member]
Stock issued new, shares	2,000,000
Proceeds from sale of stock	$ 569,805
Loss on settlement of debt	$ (184,156)