US-China Biomedical Technology (UCBB) 10-Q 10 Jan 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Nov. 30, 2018	Jan. 10, 2019
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	Nov. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		15,510,646
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,019
Entity Small Business	true
Emerging Growth Company	false

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Nov. 30, 2018	Feb. 28, 2018
Current Assets:
Cash	$ 211,483	$ 56,407
Prepaid expenses	8,617	5,000
Total current assets	220,100	61,407
Deposit	19,219	19,219
TOTAL ASSETS	239,319	80,626
Current liabilities:
Accounts payable	24,277	18,153
Deferred rent	6,650	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	63,927	352,433
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at November 30, 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 November 30, 2018 and February 28, 2018, respectively	15,511	13,510
Additional paid-in capital	2,922,682	1,940,526
Accumulated deficit	(2,762,801)	(2,225,843)
Total stockholders' equity (deficit)	175,392	(271,807)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 239,319	$ 80,626

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Nov. 30, 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

Condensed Statements of Operati

Condensed Statements of Operations (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2018	Nov. 30, 2017	Nov. 30, 2018	Nov. 30, 2017
Operating expenses:
General and administrative expense	$ 119,345	$ 128,969	$ 348,906	$ 398,883
Operating loss	(119,345)	(128,969)	(348,906)	(398,883)
Other expense:
Interest expense	0	2,583	3,896	7,583
Loss on conversion of related party debt	0	0	184,156	0
Loss before provision for income taxes	(119,345)	(131,552)	(536,958)	(406,466)
Provision for income taxes	0	0	0	0
Net loss	$ (119,345)	$ (131,552)	$ (536,958)	$ (406,466)
Weighted average shares basic and diluted	15,510,646	13,071,207	15,016,101	13,053,317
Weighted average basic and diluted loss per common share	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.03)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Nov. 30, 2018	Nov. 30, 2017
Cash flows from operating activities:
Net loss	$ (536,958)	$ (406,466)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on conversion of related party debt	184,156	0
Write-off of security deposit	0	175
Changes in operating assets and liabilities:
Prepaid expenses	(3,617)	(2,500)
Accounts payable	6,125	96,597
Deferred rent	6,650	0
Accrued liabilities	(26,085)	89,167
Net cash used in operating activities	(369,729)	(223,027)
Cash flows from financing activities:
Cash overdraft	0	7,167
Proceeds from sale of common stock	569,805	75,000
Proceeds from issuance of note payable	0	137,500
Payments on note payable	(45,000)	0
Net cash provided by financing activities	524,805	219,667
Net change in cash	155,076	(3,360)
Cash, beginning of period	56,407	3,366
Cash, end of period	211,483	6
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 History and Bus

1. Organization History and Business	9 Months Ended
	Nov. 30, 2018
Accounting Policies [Abstract]
Organization History and Business	1. Organization History and Business Organization and History We were incorporated on December 20, 2010 in the State of Nevada as Accend Media. On May 23, 2012 we consummated a merger (the “Merger”) with Cloud Star Corporation, a Nevada corporation, and we changed our name to Cloud Star Corporation (“Cloud Star”). The Merger was accounted for as a reverse acquisition with Cloud Star being treated as the acquirer for accounting purposes. On May 28, 2013, we changed our corporate name to Cloud Security Corporation. On December 8, 2014, we entered into a Stock Purchase Agreement (the “Goldenrise Agreement”) with Goldenrise Development, Inc. (“Goldenrise”). Under the Goldenrise Agreement, we sold 12,000,000 shares of our common stock to Goldenrise for $180,000 which equated to approximately 92% of our outstanding shares. This transaction effectuated a change in control of our Company. On June 28, 2017, Goldenrise and our Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, our then sole officer and director (“Dunn”). Pursuant to Dunn Agreement, Goldenrise agreed to sell 12,000,000 shares of our common stock to Dunn representing approximately 92% of our outstanding shares. In consideration for these shares, Dunn agreed to pay 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 withheld as an offset to monies owed by Goldenrise to Dunn; and (iii) $40,000 withheld and applied towards invoices related to the audit and legal fees associated with the reporting requirements of our Company through the date of Closing. Concurrently, on June 28, 2017, Dunn entered into a Stock Purchase Agreement (the “SPA”) with China Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd. The Closing for both the Dunn Agreement and the SPA occurred on July 28, 2017. The Dunn Agreement and the SPA resulted in a change in control of our Company. Name Change On December 29, 2017, our Board of Directors approved an agreement and plan to merge with our wholly-owned subsidiary, US-China Biomedical Technology, Inc., a Nevada corporation, to effectuate a name change from Cloud Security Corporation to US-China Biomedical Technology, Inc. (“US-China”). US-China was formed solely for the purpose of this name change and our Company was the surviving entity following the merger. On February 8, 2018, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in our Company’s name to “US-China Biomedical Technology, Inc.” and new trading symbol “UCBB” which became effective on the opening of trading as of February 9, 2018. Business We are an early stage biomedical technology and services company. Through late 2017 our principal business was related to the software development of MyComputerKey™ and our other patented cloud computing technologies; however, due to cash flow constraints, we were unable to proceed with the further development of our software. Due to enhanced competition in the software development market and advancements in technology made by our competitors, we began evaluating alternative business plans. Following the change in control of our Company pursuant to the SPA, the decision was made to put the software development on hold and to shift our primary business focus. Our newly revised business plan is directed towards biomedical technology and related services. The primary focus of our plan is 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 our Company’s network of US based doctors and hospitals. We intend to develop a scalable biomedical bridge for the US and China markets. We will provide services for moving patients from China to the US with an emphasis 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. We intend to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device sales to government owned hospitals. As of the date of this report, we have begun identifying qualified physicians and additions to our management team to begin initiation of operations in the US. The business plan is currently in the development phase. 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 our 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 our Company effective immediately. The Board approved and accepted Ms. Huang’s resignation as Senior Vice President on January 10, 2018.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Nov. 30, 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 us 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 our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended February 28, 2018 filed on June 13, 2018. The results of operations for the three and nine months ended November 30, 2018, are not necessarily indicative of the results that may be expected for the full year. Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit in excess of $2.7 million as of November 30, 2018. We presently have limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital, we could be forced to cease operations. Management anticipates we 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 will be required for, among other things, the establishment of a network of medical partners, the development of a marketing program, and to fund ongoing business needs. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. Our ability to continue as a going concern is also dependent upon our success in accomplishing the plans described in the section of Note 1 titled “Business” for which there can be no assurance. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern. New Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements.

3. Facility Lease

3. Facility Lease	9 Months Ended
	Nov. 30, 2018
Leases [Abstract]
Facility Lease	3. Facility Lease Effective June 1, 2017, we entered into a lease with a company related to our former CEO, Michael Dunn, whereby we 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 could 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. Under this lease, we were responsible for all services and utilities including, but not limited to, telephone, water, trash disposal, gas, and electricity, used during term of this lease. This lease was terminated effective January 31, 2018. On March 7, 2018, we entered into a new lease with our landlord for the same 5,824 square feet of office space. The new lease has a minimum term of approximately 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 November 30, 2018, the future minimum payments for this lease for the fiscal years ending February 28, 2019, 2020, and 2021 are $48,747, $201,337, and $192,192, respectively. During the three and nine months ended November 30, 2018, we incurred $52,659 and $137,859 in rent expense. During the three and nine months ended November 30, 2017 we incurred $48,730 and $117,320 in rent expense. As of November 30, 2018, we had $6,650 of deferred rent recorded as an accrued liability on the accompanying balance sheet.

4. Related Party Transactions

4. Related Party Transactions	9 Months Ended
	Nov. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	4 Related Party Transactions Related Party Transactions 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 nine months ended November 30, 2018, we recorded $3,896 of related party interest expense in connection the buyers’ related party notes payable. Also during the nine months ended November 30, 2018, we 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 in connection with this transaction. Accrued Payroll In 2017, our Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017. In connection with this obligation, as of November 30, 2018, we have recorded accrued and unpaid payroll, including estimated payroll taxes, totaling $33,000.

5. Notes Payable

5. Notes Payable	9 Months Ended
	Nov. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	5. Notes Payable On July 25, 2017, prior to the closing of the Dunn Agreement described in Note 1, we 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, which bore no interest, was due and payable on August 31, 2017. On January 13, 2018, the Note was settled for $45,000 and, as a result, we 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	9 Months Ended
	Nov. 30, 2018
Equity [Abstract]
Capital Stock	6. Capital Stock Authorizations and Designations We are authorized to issue 190,000,000 shares of our $0.001 par value common stock and 10,000,000 shares of our $0.001 par value preferred stock. As of November 30, 2018, no preferred stock has been issued. Capital Stock Activity As described in Note 4, 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. 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 our 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 were reversed 100 for 1 in accordance with the reverse split of our Company which became effective on January 22, 2015 (see Note 1). As of November 30, 2018, 131,875 shares are available for issuance under the Plan.

7. Subsequent Events

7. Subsequent Events	9 Months Ended
	Nov. 30, 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 Acc_2

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Nov. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements have been prepared by us 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 our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended February 28, 2018 filed on June 13, 2018. The results of operations for the three and nine months ended November 30, 2018, are not necessarily indicative of the results that may be expected for the full year.
Going Concern Considerations	Going Concern Considerations The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit in excess of $2.7 million as of November 30, 2018. We presently have limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital, we could be forced to cease operations. Management anticipates we 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 will be required for, among other things, the establishment of a network of medical partners, the development of a marketing program, and to fund ongoing business needs. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. Our ability to continue as a going concern is also dependent upon our success in accomplishing the plans described in the section of Note 1 titled “Business” for which there can be no assurance. The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.
New Accounting Pronouncements	New Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and determined that they were either disclosed in our most recently filed Form 10-K or, based on current operations, are not believed to have a material impact on our financial statements.

1. Organization and Business (D

1. Organization and Business (Details Narrative) - shares	9 Months Ended
	Nov. 30, 2018	Feb. 28, 2018
Common stock owned	15,510,646	13,510,646
Entity date name changed	Dec. 29, 2017
Entity former name	Cloud Security Corporation
China Israel Biotechnology [Member]
Ownership percentage	46.00%
Common stock owned	6,000,000

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Nov. 30, 2018	Feb. 28, 2018
Accounting Policies [Abstract]
Accumulated deficit	$ (2,762,801)	$ (2,225,843)

3. Facility Lease (Details Narr

3. Facility Lease (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2018	Nov. 30, 2017	Nov. 30, 2018	Nov. 30, 2017	Feb. 28, 2018
Leases [Abstract]
Rent expense	$ 52,659	$ 48,730	$ 137,859	$ 117,320
Deferred rent	6,650		6,650		$ 0
Future minimum rents remainder of current year	48,747		48,747
Future minimum rents year two	201,337		201,337
Future minimum rents year three	$ 192,192		$ 192,192

4. Related Party Transactions (

4. Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Nov. 30, 2018	Nov. 30, 2017	Nov. 30, 2018	Nov. 30, 2017
Proceeds from sale of common stock			$ 569,805	$ 75,000
Loss on settlement of debt	$ 0	$ 0	(184,156)	$ 0
Dunn [Member]
Accrued payroll including taxes	$ 33,000		$ 33,000
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
Interest expense related party			$ 3,896

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 30, 2018	Nov. 30, 2017	Nov. 30, 2018	Nov. 30, 2017	Feb. 28, 2018
Proceeds from notes payable			$ 0	$ 137,500
Repayment of note payable			45,000	0
Gain on settlement of debt	$ 0	$ 0	(184,156)	$ 0
Note payable balance	0		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		$ 0

6. Capital Stock (Details Narra

6. Capital Stock (Details Narrative)	9 Months Ended
	Nov. 30, 2018USD ($)shares
2014 Stock Incentive Plan [Member]
Shares authorized under plan	150,000
Shares available for issuance	131,875
Subscription Agreement [Member]
Stock issued new, shares	2,000,000
Stock issued new, value | $	$ 800,000