Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | YUBO INTERNATIONAL BIOTECH LIMITED |
Entity Central Index Key | 0000895464 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Amendment Description | Amendment |
Entity Incorporation State Country Code | NY |
Entity Tax Identification Number | 11-3074326 |
Entity Address Address Line 1 | Room 105, Building 5, 31 Xishiku Avenue |
Entity Address Address Line 2 | Xicheng District |
Entity Address City Or Town | Beijing |
City Area Code | 010 |
Local Phone Number | 6615-5141 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 27,517 | $ 1,382,525 |
Receivables (net of allowance for doubtful accounts of $47,112 and $0, respectively) | 161,957 | 2,316 |
Prepaid expenses | 306,978 | 27,160 |
Inventory | 164,302 | 67,144 |
Due from related parties | 397,590 | 429,648 |
Total Current Assets | 1,058,344 | 1,908,793 |
Property and equipment, net | 643,872 | 79,153 |
Intangible assets, net | 38,876 | 54,912 |
Operating lease right of use assets | 2,693,984 | 315,207 |
Lease security deposits | 152,157 | 86,811 |
Total Assets | 4,587,233 | 2,444,876 |
Accounts payable and accrued expenses (including accounts payable and accrued expenses of VIE without recourse to the Company of $69,741 and $101,175 as of December 31, 2021 and December 31, 2020, respectively) | 275,831 | 101,175 |
Customer deposits (including customer deposits of VIE without recourse to the Company of $0 and $11,028 as of December 31, 2021 and December 31, 2020, respectively) | 0 | 11,028 |
Advances from prospective customers/distributors (including advances from prospective customers/distributors of VIE without recourse to the Company of $484,956 and $757,896 as of December 31, 2021 and December 31, 2020, respectively) | 484,956 | 757,896 |
Due to related parties (including due to related parties without recourse to the Company of $532,121 and $91,951 as of December 31, 2021 and December 31, 2020 respectively) | 1,263,660 | 91,951 |
Operating lease liabilities - current (including operating lease liabilities - current of VIE without recourse to the Company of $293,985 and $315,207 as of December 31, 2021 and December 31, 2020, respectively) | 765,583 | 315,207 |
Total Current Liabilities | 2,790,030 | 1,277,257 |
Non-current liabilities | 1,928,401 | 0 |
Total Liabilities | 4,718,431 | 1,277,257 |
Commitments and contingencies | 0 | 0 |
Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued | 0 | 0 |
Common stock, Class A par value $ 0.001 per share; authorized 1,000,000,000 shares, 118,177,885 issued and outstanding at December 31, 2021 and December 31, 2020. | 118,178 | 117,000 |
Additional Paid in Capital | 2,117,599 | 1,991,617 |
Accumulated deficit | (2,485,432) | (942,994) |
Accumulated other comprehensive income (loss) | 118,453 | 1,996 |
Total Shareholders' Equity | (131,198) | 1,167,619 |
Total Liabilities and Shareholders' Equity | $ 4,587,233 | $ 2,444,876 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Recievable net allowance for doubtful accounts | $ 47,112 | $ 0 |
Accounts payable and accrued expense VIE without recourse | 69,741 | 101,175 |
Customer deposit VIE without recourse | 0 | 11,028 |
Advances from prospective customers/distributors without recourse to the company | 484,956 | 757,896 |
Due to related parties | 532,121 | 91,951 |
Operating lease liabilities | 293,985 | 315,207 |
Operating lease liability non current portion | $ 288,337 | $ 0 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 117,875,323 | |
Common Stock Class A [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, issued | 118,177,885 | 117,000,000 |
Common stock, outstanding | 118,177,885 | 117,000,000 |
Common Stock Class B [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 3,750,000 | 3,750,000 |
Common stock, issued | 4,447 | 4,447 |
Common stock, outstanding | 4,447 | 4,447 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Sales | $ 1,244,373 | $ 1,353,868 |
Cost of Goods Sold | (423,726) | (114,272) |
Gross Profit | 820,647 | 1,239,596 |
Sales commissions | 182,369 | 660,963 |
Employee compensation | 681,918 | 260,689 |
Occupancy | 628,656 | 279,191 |
Provision for doubtful accounts | 46,854 | 0 |
Depreciation and amortization of property and equipment | 13,222 | 8,966 |
Amortization of intangible assets | 8,180 | 4,096 |
Other operating expenses | 802,313 | 737,489 |
Total Operating Expenses | 2,373,512 | 1,951,395 |
Income (loss) from operations | (1,542,865) | (711,798) |
Interest income (expense) | 427 | (3) |
Total Other Income (Expenses) | 427 | (3) |
Loss before Provision for Income Tax | (1,542,438) | (711,801) |
Provision for Income Tax | 0 | 0 |
Net loss | $ (1,542,438) | $ (711,801) |
Net loss per share basic and diluted | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding basic and diluted | 118,130,820 | 115,883,523 |
Comprehensive income (loss) | ||
Foreign currency translation adjustment | $ 116,457 | $ 5,931 |
Total comprehensive income (loss) | $ (1,425,981) | $ (705,870) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Additional Paid-In Capital | Accumulated Deficit | Accumulated other comprehensive loss | Common Stock Class A [Member] | Common Stock Class B [Member] |
Balance, shares at Dec. 31, 2019 | 0 | 0 | ||||
Balance, amount at Dec. 31, 2019 | $ 488,733 | $ 723,861 | $ (231,193) | $ (3,935) | $ 0 | $ 0 |
Net loss for the year ended December 31, 2020 | (705,870) | (711,801) | 5,931 | |||
Issuance of Platinum ordinary shares and capital contributions to Yubo Beijing, shares | 115,245,003 | |||||
Issuance of Platinum ordinary shares and capital contributions to Yubo Beijing, amount | 634,756 | 519,511 | 0 | 0 | $ 115,245 | |
Sale of Platium ordinary shares on September 11, 2020, shares | 1,754,997 | |||||
Sale of Platium ordinary shares on September 11, 2020, amount | 750,000 | 748,245 | 0 | 0 | $ 1,755 | 0 |
Balance, shares at Dec. 31, 2020 | 117,000,000 | |||||
Balance, amount at Dec. 31, 2020 | 1,167,619 | 1,991,617 | (942,994) | 1,996 | $ 117,000 | $ 0 |
Net loss for the year ended December 31, 2020 | (1,425,981) | 0 | (1,542,438) | 116,457 | ||
Capital contributions to Yubo Beijing | 127,164 | 127,164 | 0 | 0 | ||
Reverse acquisitions of Yubo International Biotech Limited by Platinum International Biotech Co. Ltd., shares | 1,177,885 | 4,447 | ||||
Reverse acquisitions of Yubo International Biotech Limited by Platinum International Biotech Co. Ltd., amount | 0 | (1,182) | 0 | 0 | $ 1,178 | $ 4 |
Balance, shares at Dec. 31, 2021 | 118,177,885 | 4,447 | ||||
Balance, amount at Dec. 31, 2021 | $ (131,198) | $ 2,117,599 | $ (2,485,432) | $ 118,453 | $ 118,178 | $ 4 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | ||
Net loss | $ (1,542,438) | $ (711,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,401 | 13,063 |
Writeoff of patent expense | 7,683 | 0 |
Receivables | (159,641) | (2,316) |
Prepaid expense | (279,818) | 34,929 |
Inventory | (97,157) | (67,144) |
Due from related parties | 32,058 | (30,397) |
Lease security deposit | (65,346) | (3,425) |
Accounts payable and accrued expenses | 174,656 | 101,175 |
Customer deposits | (11,028) | 11,028 |
Advances from prospective customers/distributors | (272,940) | 757,896 |
Due to related parties | 1,171,709 | (1,901) |
Net cash used in operating activities | (1,020,861) | 101,107 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (564,718) | (42,556) |
Purchase of intangible assets | (54,912) | |
Net cash used in investing activities | (564,718) | (97,468) |
Cash flows from financing activities: | ||
Capital Contributions to Yubo Beijing | 127,164 | 634,756 |
Sales of ordinary shares on September 11, 2020 | 0 | 750,000 |
Net cash provided by financing activities | 127,164 | 1,384,756 |
Effect of exchange rate changes | 103,408 | (7,133) |
Net increase (decrease) in cash | (1,355,007) | 1,381,262 |
Cash at beginning of period | 1,382,524 | 1,262 |
Cash at end of period | 27,517 | 1,382,524 |
Supplemental Cash Flow Information: | ||
Income taxes paid | 0 | $ 0 |
Non-cash Investing Activities: | ||
Operating lease right of use assets acquired | $ 3,174,930 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION | |
NOTE 1 - ORGANIZATION | NOTE 1 – ORGANIZATION Yubo International Biotech Limited (formerly Magna-Lab Inc.) (the “Company”), a New York corporation, acquired Platinum International Biotech Co. Ltd. (“Platinum”) in a “reverse merger” transaction on January 14, 2021. On January 14, 2021 (the “Closing Date”), the Company closed 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 (“PRC”) (“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 Selling Stockholders, who were 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. 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 held by Lina Liu, the controlling shareholder, Chief Financial Officer, Treasurer and Secretary of the Company, the Company had 118,177,885 shares of Class A common stock and 4,447 shares of Class B common stock issue and outstanding. Platinum was incorporated on April 7, 2020 under the laws of the Cayman Islands as a holding company. On May 4, 2020, Platinum incorporated a wholly owned subsidiary Platinum International Biotech (Hong Kong) Limited (“Platinum HK”) in Hong Kong. On September 4, 2020, Platinum HK incorporated a wholly foreign owned enterprise (“WFOE”) Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) in Chengdu, China. On September 11, 2020, Yubo Chengdu entered into a series of Variable Interest Entity (“VIE”) agreements with the owners of Yubo International Biotech (Beijing) Limited (“Yubo Beijing”). Pursuant to the VIE agreements, Yubo Beijing became Yubo Chengdu’s contractually controlled affiliate. The purpose and effect of the VIE Agreements is to provide Yubo Chengdu with all management control and net profits earned by Yubo Beijing. Yubo Beijing was incorporated on June 14, 2016. For the year ended December 31, 2020 (commencing April 2020), Yubo Beijing sold approximately 850 nebulizers to customers in the People’s Republic of China (“PRC”). In 2021, Yubo Beijing sales also included sales of skincare products, hair care products, healthy beverages, and male and female personal care products. Upon executing the series of VIE agreements in September 2020, Yubo Beijing has been considered a Variable Interest Entity (“VIE”) of Yubo Chengdu, its primary beneficiary. Accordingly, Yubo Beijing has been consolidated under the guidance of FASB Accounting Standards Codification (“ASC”) 810, Consolidation. The officers, directors, and controlling beneficial owners of Yubo Beijing from its inception on June 14, 2016 are also officers, directors, and controlling beneficial owners of Platinum. Accordingly, the accompanying consolidated financial statements include Yubo Beijing’s operations from its inception on June 14, 2016. On January 21, 2021 and December 31, 2020, respectively, the Company formed two new wholly owned subsidiaries: Yubo Jingzhi Biotechnology (Chengdu) Co. Ltd. (“Yubo Jingzhi”) as a subsidiary of Yubo Beijing and Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global”) as a subsidiary of Platinum HK. Yubo International Biotech Limited and its consolidated subsidiaries and VIE are collectively referred to herein as the “Company” unless specific reference is made to an entity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation. The accompanying consolidated financial statements reflect the activities of the following entities: Name Background Ownership Yubo International Biotech Limited (“Yubo New York”) · · Platinum International Biotech Co. LTD (“Platinum”) · · · 100% owned by Yubo New York Platinum International Biotech (Hong Kong) Limited. (“Platinum HK”) · · · 100% owned by Platinum Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) · · · · 100% owned by Platinum HK Yubo International Biotech (Beijing) Limited (“Yubo Beijing”) · · · · VIE of Yubo Chengdu WFOE Yubo Jingzhi Biotechnology (ChengDu) Co. Ltd. (“Yubo Jingzhi”) · 100% owned by Yubo Beijing Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global) · 100% owned by Platinum HK On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC: Exclusive Consulting Services Agreement Pursuant to the Exclusive Consulting Services Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo agrees to accept, exclusive management services provided by Yubo WFOE. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Yubo. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below). Exclusive Purchase Option Agreement Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time. Equity Pledge Agreement Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE. Financial Statements of Yubo Beijing (VIE) The assets and liabilities of Yubo Beijing (VIE) at December 31, 2021 and December 31, 2020 consist of: December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 (A) Eliminated in consolidation. Except for $488,790 occupancy expense and $364,632 other operating expenses for the year ended December 31, 2021 and except for $114,088 other operating expenses for the year ended December 31, 2020, all revenues and expenses included in the accompanying Consolidated Statements of Operations for the year ended December 31, 2021 and December 31, 2020 represent revenues and expenses of Yubo Beijing. Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of Platinum and Platinum HK is the United States dollar. The functional currency of the Company’s subsidiaries and VIE located in the PRC is the Renminbi (“RMB”). For the entities whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period ($1=6.3850 RMB for the year ended December 31, 2021 and $1=6.7473RMB for the year ended December 31, 2020), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.3500 RMB at December 31, 2021 and $1=6.5286 RMB at December 31, 2020), and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income (loss). Transaction gains and losses, which were not significant for the periods presented, are reflected in the consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. Inventories Inventories, mainly consisting of nebulizers and components and oral liquid health products, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs. The valuation of inventory requires the Company to estimate excess and slow-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write downs were recorded in the periods presented. Property and Equipment Property and equipment consist of leasehold improvements, construction in progress, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods: Leasehold improvements Remaining term of lease Air conditioning equipment 5 years Office equipment 3 years Intangible Assets Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows: Distribution software 5 years Patents 20 years Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash, receivables, due from related parties, accounts payable and accrued expenses, advances from prospective customers/distributors and due to related parties. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Revenue Recognition The Company derives its revenue from the sale of nebulizers containing frozen tubes with medical fluid and from the sale of other health and personal care products. The nebulizers are sold directly to consumers on the Company’s online e-commerce platform. The Company adopted ASC 606 requires the use of a new five-step model to recognize revenue from customers. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. Allowance for Doubtful Accounts Trade accounts receivable arise from the sale of products on trade credit terms. On a quarterly basis, we review all significant accounts as to their past due balances, as well as collectability of the outstanding trade account receivable for possible write off. It is our policy to write of the account receivable against the allowance account when we deem the receivable to be uncollectible. Additionally, we review orders from dealers that are significantly past due, and we ship product only when our ability to collect payment from our customer for the new order is probable. Our allowance for doubtful accounts reflect our best estimate for losses inherent in the trade accounts receivable balance. We determine the allowance based on known troubled accounts, weighting probabilities of future conditions and expected outcomes, and other currently available evidence. Advertising Costs Advertising costs are expensed as incurred. Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. Net Loss per Share Basic loss per share is computed by dividing net loss by the weighted average number of Class A and Class B common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities (such as stock options and convertible securities) were exercised or converted into common shares. For the periods presented, the Company had no dilutive securities outstanding. Comprehensive Loss Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. New Accounting Pronouncements In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We adopted ASU 2016-02 for interim and annual reporting periods beginning after December 15, 2018. For finance leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income. · Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. · Classify all cash payments within operating activities in the statement of cash flows. Other than increasing assets and liabilities at the inception of the respective leases (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s financial statements as of December 31, 2021 and December 31, 2020 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the years ended December 31, 2021 and December 31, 2020, the Company had losses of $1,542,438 and $711,801, respectively. These factors among others raise substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
NOTE 4 - INVENTORY | NOTE 4 – INVENTORY Inventory consisted of the following: December 31, December 31 2021 2020 Nebulizers and components $ 48,671 $ 56,702 Oral liquid health products 41,943 - Other 73,688 10,442 Total Inventory $ 164,302 $ 67,144 |
DUE FROM RELATED PARTIES
DUE FROM RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
DUE FROM RELATED PARTIES | |
NOTE 5 - DUE FROM RELATED PARTIES | NOTE 5 – DUE FROM RELATED PARTIES Due from related parties consisted of: December 31, December 31, 2021 2020 Beijing Zhenhuikang Biotechnology Co., LTD (“Zhenhuikang”) (1) $ 397,590 $ 404,288 Yubo Global Biotechnology (Chengdu) Co., Ltd. (2) - 25,360 Total Due from Related Parties $ 397,590 $ 429,648 (1) Zhenhuikang is controlled by Beijing Zhenxigu Medical Research Center LP (“Zhenxigu”) Zhenxigu is controlled by Mr. Yulin Cao, a director and significant stockholder of Yubo Beijing. (2) Yubo Global Biotechnology (Chengdu) Co., Ltd. is controlled by Mr. Jun Wang. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
NOTE 6 - PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following: December 31, December 31, 2021 2020 Leasehold improvements $ 33,196 $ 44,777 Construction in progress 580,816 - Air conditioning equipment 22,106 21,496 Office equipment 30,675 22,241 Total property and equipment 666,793 88,514 Less accumulated depreciation and amortization (22,921 ) (9,361 ) Property and equipment, net $ 643,872 $ 79,153 For the years ended December 31, 2021 and 2020, depreciation and amortization of property and equipment was $13,222 and $8,966 respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS | |
NOTE 7 - INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following: December 31, December 31, 2021 2020 Distribution software $ 38,980 $ 37,914 Patents acquired from related party (Note 12) 12,483 21,232 Total intangible assets 514,463 59,146 Less: Accumulated amortization (12,587 ) (4,234 ) Intangible assets, net $ 38,876 $ 54,912 For the years ended December 31, 2021 and 2020, amortization of intangible assets expense was $8,180 and $4,096, respectively. At December 31, 2021, the expected future amortization of intangible assets expense was: Year ending December 31, 2022 8,420 Year ending December 31, 2023 8,420 Year ending December 31, 2024 8,420 Year ending December 31, 2025 2,533 Thereafter 11,083 Total $ 38,876 |
OPERATING LEASE RIGHT OF USE AS
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | |
NOTE 8 - OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | NOTE 8 – OPERATING LEASE RIGHT OF USE ASSETS AND OPERATING LEASE LIABILITIES On August 1, 2019 Yubo Beijing executed a lease agreement with Jiu Si Cheng Investment Management (the “Landlord”) to rent approximately 746 square meters of office space in Beijing China. The lease provided for an initial term of 2 years and 4 months from August 2, 2019 to November 30, 2021 with a right to renew for an additional term of 2 years and 8 months from December 1, 2021 to July 31, 2024. In December 2021, the Company renewed the lease. The current lease provides for monthly rent of RMB 166,845 ($26,275) through July 31, 2023 and RMB 176,833 ($27,848) for the year ended July 31, 2024. Effective March 1, 2021, Yubo Global executed a lease agreement with Chengdu Liangkang Investment Co. to rent approximately 6,960 square meters of laboratory space in Chengdu China. The lease provides for a lease term of 5 years from March 1, 2021 to February 28, 2026. The lease provides monthly rent of RMB 299,277 ($47,130) through February 28, 2024 and RMB 317,233 ($49,958) from March 1, 2024 to February 28, 2026. At December 31, 2021, the future undiscounted minimum lease payments under the two noncancellable leases are as follows: As of December 31, 2021 Year ending December 31, 2022 $ 880,860 Year ending December 31, 2023 888,725 Year ending December 31, 2024 788,776 Year ending December 31, 2025 599,496 Year ending December 31, 2026 99,916 Total $ 3,257,773 The operating lease liabilities totaling $2,693,984 at December 30, 2021 as presented in the Consolidated Balance Sheet represents the discounted (at a 4.75% estimated incremental borrowing rate) value of the future lease payments of $3,257,773 at December 31, 2021. For the years ended December 31, 2021 and December 31, 2020, occupancy expense attributable to these two leases was $628,656 and $279,191, respectively. |
ADVANCES FROM PROSPECTIVE CUSTO
ADVANCES FROM PROSPECTIVE CUSTOMERS DISTRIBUTORS | 12 Months Ended |
Dec. 31, 2021 | |
ADVANCES FROM PROSPECTIVE CUSTOMERS DISTRIBUTORS | |
NOTE 9 - ADVANCES FROM PROSPECTIVE CUSTOMERS/DISTRIBUTORS | NOTE 9 – ADVANCES FROM PROSPECTIVE CUSTOMERS/DISTRIBUTORS Advances from prospective customers/distributors consists of: In RMB In USD Source of Advance December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Advancer 1 ¥ 1,544,748 ¥ 3,000,000 $ 243,268 $ 459,516 Advancer 2 550,000 - 86,614 - Advancer 3 500,000 500,000 78,740 76,586 Advancer 4 348,000 348,000 54,803 53,304 Advancer 5 50,000 50,000 7,874 7,659 Advancer 6 50,000 50,000 7,874 7,659 Advancer 7 31,012 - 4,884 - Advancer 8 5,680 - 894 - Advancer 9 31 - 5 - Advancer 10 - 500,000 76,586 Advancer 11 - 250,000 38,293 Advancer 12 - 250,000 38,293 ¥ 3,079,471 ¥ 4,948,000 $ 484,956 $ 757,896 The related verbal agreements between Yubo Beijng and the nine entities provide for the nine entities to purchase inventory from Yubo Beijing or enter into such other arrangements with Yubo Beijing as the parties mutually agree. Pending formal approval of any such arrangements, all of the nine PRC entities have the right to request the return of their advances. NOTE 10 – DUE TO RELATED PARTIES Due to related parties consisted of the following: December 31, December 31, 2021 2020 Ms. Huang Li (4) $ 61,492 $ - Mr. Yang Wang (3) 92,719 91,951 Mr. Jun Wang (2) 439,449 World Precision Medicine Technology Inc. (1) 670,000 - Total $ 1,263,660 $ 91,951 (3) Mr. Yang Wang controls 21.14% of the outstanding Class A common stock of Yubo New York and is a director of the Company and Yubo Beijing. (1) World Precision Medicine Technology Inc. is controlled by Mr.. Cheung Ho Shun. Cheung Ho Shun purchased 152,284 ordinary shares of Platinum (now 1,754,997 shares of Yubo New York Class A common stock) on September 11, 2020 for $750,000 cash. (4) Ms. Huang Li is a shareholder of Focus One Technology Group Limited (“Focus One”). Focus One owns 9.75% of the issued and outstanding Class A common stock of the Company. (2) Mr. Jun Wang controls 34.14% of the outstanding Class A common stock of Yubo New York and is the CEO of the Company and Yubo Beijing. The due to related parties payables are noninterest bearing and are due on demand. NOTE 11 – SHAREHOLDERS’ EQUITY Yubo Biotech International Limited The Company has three types of stocks: Preferred stock – par value 0.01 per share, 5,000,000 shares authorized, none issued. Common Stock Class A – par value 0.001 per share, 1,000,000,000 shares authorized, 118,177,885 shares issued and outstanding at December 31, 2021. Common Stock Class B – par value 0.001 per share, 3,750,000 shares authorized, 4,447 shares issued and outstanding at December 31, 2021. On January 14, 2021, Lina Liu, Company CFO, cancelled 116,697,438 shares of Class A common stock acquired by her on October 2, 2020. F-18 Table of Contents On January 14, 2021, the Company issued 117,000,000 shares of Class A common stock in connection with the acquisition of Platinum, as follows: Name of Selling Shareholder Number of Exchange Shares Percentage of Exchange Shares FLYDRAGON INTERNATIONAL LIMITED (controlled by Mr. Jun Wang) 39,943,800 34.14 % CHINAONE TECHNOLOGY LIMITED (controlled by Mr. Yang Wang) 19,211,400 16.42 % BOAO BIOTECH LIMITED (controlled by Mr. Yulin Cao) 24,967,800 21.34 % FOCUS DRAW GROUP LIMITED (controlled by Ms. Lina Liu) 13,829,400 11.82 % FOCUSONE TECHNOLOGY GROUP LIMITED (controlled by Mr. Jin Wei) 11,524,500 9.85 % DRAGONCLOUD TECHNOLOGY LIMITED (Controlled by Mr. Yang Wang) 5,768,100 4.93 % CHEUNG HO SHUN 1,755,000 1.50 % TOTAL 117,000,000 100.00 % Platinum International Biotech Co., LTD (Cayman Islands) (“Platinum”) Platinum has authorized 500,000,000 ordinary shares with a par value of $0.0001 per share with 10,152,284 shares issued and outstanding at December 31, 2021. On April 7, 2020, Platinum issued a total of 10,000,000 ordinary shares to six entities as follows: Entity Shares 1. Flydragon International Limited (controlled by Mr. Jun Wang) 3,466,000 2. Chinaone Technology Limited (controlled by Mr. Yang Wang) 1,667,000 3. Boao Biotech Limited (controlled by Mr. Yulin Cao) 2,167,000 4. Dragoncloud Technology Limited (controlled by Mr. Yang Wang) 500,000 5. Focus Draw Group Limited (controlled by Ms. Lina Liu) 1,200,000 6. Focusone Technology Group Limited (controlled by Mr. Jin Wei) Total 10,000,000 On September 11, 2020, Platinum sold 152,284 ordinary shares to Mr. Cheung Ho Shun for $750,000 cash. On January 21, 2021, Yubo New York acquired all 10,152,284 ordinary shares of Platinum outstanding. Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) Yubo Chengdu has subscribed capital of $1,500,000 which has not yet been paid by its shareholder. The subscribed capital is due for payment on January 1, 2040. Yubo International Biotech (Beijing) Limited (“Yubo Beijing”) Yubo Beijing has subscribed capital of $1,574,803 (RMB 10,000,000), all of which have been paid by its shareholders as of December 31, 2021. Restricted net assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries or its VIE. Relevant PRC statutory laws and regulations permit payments of dividends by Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing. F-19 Table of Contents Yubo Chengdu, Yubo Jingzhi, Yubo,Global and Yubo Beijing are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Yubo Chengdu, Yubo Jingzhi, Yubo Global and Yubo Beijing may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and a staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Since inception to December 31, 2021, Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing have not generated any profit and had negative retained earnings as of December 31, 2021. As a result, these entities have not accrued statutory reserve funds. The ability of the Company’s PRC subsidiaries and its VIE to make dividends and other payments to the Company may also be restricted by changes in applicable foreign exchange and other laws and regulations. Foreign currency exchange regulation in China is primarily governed by the following rules: · Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules; · Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules. Currently, under the Administration Rules, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange (the “SAFE”) is obtained and prior registration with the SAFE is made. Foreign-invested enterprises that need foreign exchange for the distribution of profits to its shareholders may affect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks. Although the current Exchange Rules allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. The Company cannot be sure that it will be able to obtain all required conversion approvals for its operations or that the Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Currently, all of the Company’s revenues are generated in Renminbi. Any future restrictions on currency exchanges may limit the Company’s ability to use its retained earnings generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China. NOTE 12 – RELATED PARTY TRANSACTIONS On February 17, 2020, Yubo Beijing executed an Agreement of Joint Research and Development with Beijing Zhenxigu Medical Research Center LP (“Zhenxigu”), an entity that owns 18.18% of Yubo Beijing Capital stock and is controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). Pursuant to the agreement, Yubo Beijing paid RMB 241,880 ($35,848 at the 6.7473 average exchange rate for the year ended December 31, 2020) to Zhenxigu for research and development relating to the medical fluid to be included with the nebulizers to be sold to customers. Such expense has been included with other operating expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2020. F-20 Table of Contents On February 27, 2020, Yubo Beijing executed a Patent Transfer Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provided for the assignment of two patents owned by Zhenhuikang to Yubo Beijing for consideration of RMB 140,000 ($22,047 at the 6.3500 current exchange rate at December 31, 2021) (See Note 7). On February 27, 2020, Yubo Beijing executed an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provides for Zhenhuikang to, among other things, assist Yubo Beijing in the preparation of 300 sets of endometrial stem cell harvesting packages. As amended July 2, 2020, the Agreement provides for Yubo Beijing to pay Zhenhuikang at the rate of RMB 666 per set or RMB 199,800 total ($31,465 at the 6.3500 current exchange rate at December 31, 2021). As of December 31, 2021, preparation of the stem cell harvesting packages has not yet commenced, no payments to Zhenhuikang have been made, and no expense or liability has been recorded. On May 11, 2021, World Precision Medicine Technology Inc., a company owned and controlled by Cheung Ho Shun, a shareholder of Yubo International Biotech Limited, provided the Company $600,000 in a working capital loan. On November 24, 2021, World Precision Medicine Technology, Inc. provided the Company another loan for $70,000. Both loans are due on demand and non-interest bearing. NOTE 13 – INCOME TAX Cayman Islands Under the current laws of the Cayman Islands, Platinum is not subject to tax on income or capital gains. In addition, payments of dividends by Platinum to its shareholders are not subject to withholding tax in the Cayman Islands. Hong Kong Platinum HK was incorporated under the Hong Kong tax law where the statutory income tax rate is 16.5%. Platinum HK has had no taxable income or loss from May 4, 2020 (inception) to December 31, 2021. People’s Republic of China Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”), Yubo Jingzhi Biotechnology (Chengdu) Co. LTD. (“Yubo Jingzhi”), Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global”) and Yubo International Biotech (Beijing) Limited were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on their taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. Yubo Chengdu has had no taxable income or loss from September 4, 2020 (inception) to December 31, 2021. Yubo Beijing has had net losses of $231,193 for the year ended December 31, 2019, $597,713 for the year ended December 31, 2020, and $649,871 for the year ended December 31, 2021. Yubo Global had a net loss of $488,790 for the year ended December 31, 2021. Yubo Jingzhi had a net loss of $1,207 for the year ended December 31, 2021. These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 to year 2026. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that future utilization of the net operating loss carryforwards will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at December 31, 2021 and December 31, 2020. The components of deferred tax assets were as follows: December 31, 2021 December 31, 2020 Net operating losses carry forward $ 492,194 $ 207,227 Valuation allowance (492,194 ) (207,227 ) Deferred tax assets, net $ - $ - F-21 Table of Contents The reconciliation of the provisions for (benefits from) income tax by applying the PRC tax rate to income (loss) before provisions for income tax and the actual provisions for income tax is as follows: For the year ended December 31, 2021 For the year ended December 31, 2020 Income tax (benefits) at 25% $ (385,610 ) $ (177,950 ) Net loss of Platinum 100,856 28,522 Increase in valuation allowance 284,967 149,428 Other (213 ) - Provision for income taxes $ - $ - Accounting for Uncertainty in Income Taxes The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change and may lead to tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no liability for uncertainty in income taxes was necessary as of December 31, 2021 and December 31, 2020. NOTE 14 – COMMITMENTS AND CONTINGENCIES Freelancer Service Contract On March 30, 2020, Yubo Beijing executed an agreement with Hainan Huiyonggong Service Ltd. (“HHS”). The agreement provided for HHS to engage sales representatives (often Yubo Beijing customers) to refer new customers to Yubo Beijing and for Yubo Beijing to pay fees to HHS based on the amount of sales generated from HHS’s sales representatives. The term of the agreement was for one year expiring March 29, 2021. Website Platform Maintenance Agreement On April 29, 2020, Yubo Beijing executed an agreement with Hainan Haifu Technology Ltd. (“HHT”). The agreement provided for HHT to provide certain website maintenance services for Yubo Beijing and provided for Yubo Beijing to pay a monthly fee of RMB 150,000 ($22,231 at the 6.7473 average exchange rate for the year ended December 31, 2020) to HHT. The term of the agreement, which originally was for one year expiring April 28, 2021, was mutually terminated on October 30, 2020. Credit risk Cash deposits with banks are held in financial institutions in the PRC, which are insured with deposit protection up to RMB 500,000 (approximately $78,740 at December 31, 2021). Accordingly, the Company has a concentration of credit risk from time to time relating to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. Risks of Variable Interest Entity Structure Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or its variable interest entity is found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entity, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entity in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of Yubo Beijing or the right to receive their economic benefits, the Company would no longer be able to consolidate Yubo Beijing. NOTE 15 – MAJOR CUSTOMERS Two customers accounted for 31% and 13% of total sales in the year ended December 31, 2021. Three customers accounted for 55%, 24%, and 14% of total accounts receivable at December 31, 2021. F-22 YUBO INTERNATIONAL BIOTECH LIMITED 5,000,000 Shares of Class A Common Stock Offered by the Company 12,251,100 Shares of Class A Common Stock Offered by the Selling Stockholders _________ PROSPECTUS _________ _____________ , 2022 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. The following is an itemized statement of the estimated amounts of all expenses payable by us in connection with the registration of the common stock, other than underwriting discounts and commissions. All amounts are estimates except the SEC registration fee. SEC Registration Fee $ 941.05 Accounting Fees and Expenses $ 50,000.00 Legal Fees and Expenses $ 80,000.00 Miscellaneous Expenses $ 20,000.00 Total $ 150,941.05 Item 14. Indemnification of Directors and Officers. The NYBCL permits a corporation to indemnify its current and former directors and officers against expenses, judgments, fines and amounts paid in connection with a legal proceeding. To be indemnified, the person must have acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests of the corporation. With respect to any criminal action or proceeding, the person must not have had reasonable cause to believe the conduct was unlawful. The NYBCL permits a present or former director or officer of a corporation to be indemnified against certain expenses if the person has been successful, on the merit or otherwise, in defense of any proceeding brought against such person by virtue of the fact that the person is or was an officer or director of the corporation. In addition, the NYBCL permits the advancement of expenses relating to the defense of any proceeding to directors and officers contingent upon the person's commitment to repay advances for expenses in the case he or she is ultimately found not to be entitled to be indemnified. The NYBCL provides that the indemnification provisions contained in the NYBCL are not exclusive of any other right that a person seeking indemnification may have or later acquire under any provision of a corporation's certification of incorporation or by-laws, or, when authorized by the corporation's certificate of incorporation or by-laws, by any agreement, by any vote of shareholders or disinterested directors or otherwise. The NYBCL also provides that a corporation may maintain insurance, at its expense, to protect its directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions of the NYBCL provided the contract of insurance covering the directors and officers provides, in a manner acceptable to the New York superintendent of insurance, for a retention amount and for co-insurance. Our amended and restated bylaws provide that, to the maximum extent permitted by NYBCL and the federal securities laws, we must indemnify and, upon request advance, expenses to a director or officer made, or threatened to be made, a party to any action or proceeding (other than a shareholder derivative action) by reason of such person being a director or officer, if such director or officer acted in good faith for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful. Indemnification would cover reasonable expenses, including attorneys’ fees, judgments, fines, amounts paid in settlement and reasonable expenses (including attorneys’ fees). We have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises. II-1 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. Item 15. Recent Sales of Unregistered Securities On January 13, 2021, we entered into the Exchange Agreement. As a result of the Exchange Transaction, the shareholders of Platinum received 117,000,000 shares of our Class A common stock, representing approximately 99.00% of our Class A common stock, in exchange for 100% of the issued and outstanding common stock of Platinum. The issuance of the Class A common stock pursuant to the Exchange Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D and Regulation S thereof. Item 16. Exhibits (a) The exhibits listed in the following Exhibit Index are filed as part of this Registration Statement. Exhibit Number Description of Exhibit 2.1* Agreement and Plan of Share Exchange, dated January 14, 2021 3.1* Articles of Incorporation of Registrant, as amended 3.2* Bylaws of Registrant 5.1* Opinion of Greenberg Traurig, LLP 10.1+* Employment Agreement, dated December 1, 2021, by and between Yubo Beijing 10.2+* Employment Agreement, dated October 10, 2021, by and between Yubo Beijing 10.3+* Employment Agreement, dated October 10, 2021, by and between Yubo Beijing 10.4*+ Equity Pledge Agreement, dated September 11, 2020, by and among Yubo WFOE and each of the stockholders of Yubo Beijing 10.5*+ Exclusive Option Agreement, dated September 11, 2020, by and among Yubo WFOE and each of the stockholders of Yubo Beijing 10.6*+ Exclusive Consulting Service Agreement, dated September 11, 2020, by and between Yubo WFOE and Yubo Beijing 10.7*+ Entrustment Technical Service Agreement, dated February 27, 2020, by and between Yubo Beijing 10.8*+ Agreement of Joint Research and Development, dated February 17, 2020, by and between Beijing Zhenxigu Medical Research Center (L.P.) and Yubo Beijing 10.9*+ Cooperation Agreement, dated March 1, 2020, by and among Beijing Zhenxigu Medical Research Center (L.P.), Yubo Beijing 10.10* Loan Agreement, by and between Yubo Beijing 10.11* Jiusi Cultural Creative Park Lease Contract, by and between Jiusicheng Investment Management (Beijing) Co., Ltd. and Yubo Beijing 10.12* Indemnification Agreement by and between the Registrant and Jun Wang 10.13* Indemnification Agreement by and between the Registrant and Yang Wang 10.14* Indemnification Agreement by and between the Registrant and Zhihui Bai 10.15* Indemnification Agreement by and between the Registrant and Lina Liu 10.16*+ Form of Lease Agreement between Yubo Global Biotechnology (Chengdu) Co. Ltd., our wholly-owned subsidiary, and Chengdu Liangkang Investment Co (English Translation) 10.17*+ Supplement Agreement to Lease Agreement between Yubo Global Biotechnology (Chengdu) Co. Ltd., our wholly-owned subsidiary, and Chengdu Liangkang Investment Co (English Translation) 10.18 Supplementary Agreement to Exclusive Consulting Service Agreement, dated March 8, 2022, by and between Yubo International Biotech ( Chengdu ) Limited and Yubo Beijing (English Translation) 16.1* Letter from RBSM LLP, dated October 15, 2020 21.1 Subsidiaries of the Registrant: Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands, Platinum International Biotech (Hong Kong) Limited, a company organized under the laws of Hong Kong, Yubo Biotech (Chengdu) Limited, a company organized under the laws of the People’s Republic of China, Yubo Jingzhi Biotechnology (Chengdu) Co. Ltd., a company organized under the laws of the People’s Republic of China, and Yubo Global Biotechnology (Chengdu) Co. Ltd, a company organized under the laws of the People’s Republic of China 23.1 Consent of Michael T. 23.2* Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) 24.1* Powers of Attorney 99.1* Pro Forma Financial Statements of the Registrant and its subsidiaries and variable interest entity Yubo Beijing 99.2 Unaudited Condensed Consolidating Financial Statements of the Registrant and its subsidiaries and variable interest entity , Yubo Beijing , as of and for the years ended December 31, 2021 and 2020 107 Filing Fee Table _______________ + Certain portions of this exhibit containing personally identifiable information have been redacted. * Previously filed. II-2 Item 17. Undertakings (a) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. II-3 (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned Registrant hereby undertakes that: (1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered t |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
DUE TO RELATED PARTIES | |
NOTE 10 - DUE TO RELATED PARTIES | NOTE 10 – DUE TO RELATED PARTIES Due to related parties consisted of the following: December 31, December 31, 2021 2020 Ms. Huang Li (4) $ 61,492 $ - Mr. Yang Wang (3) 92,719 91,951 Mr. Jun Wang (2) 439,449 World Precision Medicine Technology Inc. (1) 670,000 - Total $ 1,263,660 $ 91,951 (3) Mr. Yang Wang controls 21.14% of the outstanding Class A common stock of Yubo New York and is a director of the Company and Yubo Beijing. (1) World Precision Medicine Technology Inc. is controlled by Mr.. Cheung Ho Shun. Cheung Ho Shun purchased 152,284 ordinary shares of Platinum (now 1,754,997 shares of Yubo New York Class A common stock) on September 11, 2020 for $750,000 cash. (4) Ms. Huang Li is a shareholder of Focus One Technology Group Limited (“Focus One”). Focus One owns 9.75% of the issued and outstanding Class A common stock of the Company. (2) Mr. Jun Wang controls 34.14% of the outstanding Class A common stock of Yubo New York and is the CEO of the Company and Yubo Beijing. The due to related parties payables are noninterest bearing and are due on demand. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS EQUITY | |
NOTE 11 - SHAREHOLDERS' EQUITY | NOTE 11 – SHAREHOLDERS’ EQUITY Yubo Biotech International Limited The Company has three types of stocks: Preferred stock – par value 0.01 per share, 5,000,000 shares authorized, none issued. Common Stock Class A – par value 0.001 per share, 1,000,000,000 shares authorized, 118,177,885 shares issued and outstanding at December 31, 2021. Common Stock Class B – par value 0.001 per share, 3,750,000 shares authorized, 4,447 shares issued and outstanding at December 31, 2021. On January 14, 2021, Lina Liu, Company CFO, cancelled 116,697,438 shares of Class A common stock acquired by her on October 2, 2020. On January 14, 2021, the Company issued 117,000,000 shares of Class A common stock in connection with the acquisition of Platinum, as follows: Name of Selling Shareholder Number of Exchange Shares Percentage of Exchange Shares FLYDRAGON INTERNATIONAL LIMITED (controlled by Mr. Jun Wang) 39,943,800 34.14 % CHINAONE TECHNOLOGY LIMITED (controlled by Mr. Yang Wang) 19,211,400 16.42 % BOAO BIOTECH LIMITED (controlled by Mr. Yulin Cao) 24,967,800 21.34 % FOCUS DRAW GROUP LIMITED (controlled by Ms. Lina Liu) 13,829,400 11.82 % FOCUSONE TECHNOLOGY GROUP LIMITED (controlled by Mr. Jin Wei) 11,524,500 9.85 % DRAGONCLOUD TECHNOLOGY LIMITED (Controlled by Mr. Yang Wang) 5,768,100 4.93 % CHEUNG HO SHUN 1,755,000 1.50 % TOTAL 117,000,000 100.00 % Platinum International Biotech Co., LTD (Cayman Islands) (“Platinum”) Platinum has authorized 500,000,000 ordinary shares with a par value of $0.0001 per share with 10,152,284 shares issued and outstanding at December 31, 2021. On April 7, 2020, Platinum issued a total of 10,000,000 ordinary shares to six entities as follows: Entity Shares 1. Flydragon International Limited (controlled by Mr. Jun Wang) 3,466,000 2. Chinaone Technology Limited (controlled by Mr. Yang Wang) 1,667,000 3. Boao Biotech Limited (controlled by Mr. Yulin Cao) 2,167,000 4. Dragoncloud Technology Limited (controlled by Mr. Yang Wang) 500,000 5. Focus Draw Group Limited (controlled by Ms. Lina Liu) 1,200,000 6. Focusone Technology Group Limited (controlled by Mr. Jin Wei) Total 10,000,000 On September 11, 2020, Platinum sold 152,284 ordinary shares to Mr. Cheung Ho Shun for $750,000 cash. On January 21, 2021, Yubo New York acquired all 10,152,284 ordinary shares of Platinum outstanding. Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) Yubo Chengdu has subscribed capital of $1,500,000 which has not yet been paid by its shareholder. The subscribed capital is due for payment on January 1, 2040. Yubo International Biotech (Beijing) Limited (“Yubo Beijing”) Yubo Beijing has subscribed capital of $1,574,803 (RMB 10,000,000), all of which have been paid by its shareholders as of December 31, 2021. Restricted net assets The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries or its VIE. Relevant PRC statutory laws and regulations permit payments of dividends by Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing. Yubo Chengdu, Yubo Jingzhi, Yubo,Global and Yubo Beijing are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, Yubo Chengdu, Yubo Jingzhi, Yubo Global and Yubo Beijing may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and a staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Since inception to December 31, 2021, Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing have not generated any profit and had negative retained earnings as of December 31, 2021. As a result, these entities have not accrued statutory reserve funds. The ability of the Company’s PRC subsidiaries and its VIE to make dividends and other payments to the Company may also be restricted by changes in applicable foreign exchange and other laws and regulations. Foreign currency exchange regulation in China is primarily governed by the following rules: · Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules; · Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules. Currently, under the Administration Rules, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange (the “SAFE”) is obtained and prior registration with the SAFE is made. Foreign-invested enterprises that need foreign exchange for the distribution of profits to its shareholders may affect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks. Although the current Exchange Rules allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. The Company cannot be sure that it will be able to obtain all required conversion approvals for its operations or that the Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Currently, all of the Company’s revenues are generated in Renminbi. Any future restrictions on currency exchanges may limit the Company’s ability to use its retained earnings generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 12- RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS On February 17, 2020, Yubo Beijing executed an Agreement of Joint Research and Development with Beijing Zhenxigu Medical Research Center LP (“Zhenxigu”), an entity that owns 18.18% of Yubo Beijing Capital stock and is controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). Pursuant to the agreement, Yubo Beijing paid RMB 241,880 ($35,848 at the 6.7473 average exchange rate for the year ended December 31, 2020) to Zhenxigu for research and development relating to the medical fluid to be included with the nebulizers to be sold to customers. Such expense has been included with other operating expenses in the accompanying Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2020. On February 27, 2020, Yubo Beijing executed a Patent Transfer Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provided for the assignment of two patents owned by Zhenhuikang to Yubo Beijing for consideration of RMB 140,000 ($22,047 at the 6.3500 current exchange rate at December 31, 2021) (See Note 7). On February 27, 2020, Yubo Beijing executed an Entrustment Technical Service Agreement with Beijing Zhenhuikang Biotechnology Co. LTD (“Zhenhuikang”), an entity controlled by Mr. Yulin Cao (who is a director of Platinum and Yubo Beijing). The Agreement provides for Zhenhuikang to, among other things, assist Yubo Beijing in the preparation of 300 sets of endometrial stem cell harvesting packages. As amended July 2, 2020, the Agreement provides for Yubo Beijing to pay Zhenhuikang at the rate of RMB 666 per set or RMB 199,800 total ($31,465 at the 6.3500 current exchange rate at December 31, 2021). As of December 31, 2021, preparation of the stem cell harvesting packages has not yet commenced, no payments to Zhenhuikang have been made, and no expense or liability has been recorded. On May 11, 2021, World Precision Medicine Technology Inc., a company owned and controlled by Cheung Ho Shun, a shareholder of Yubo International Biotech Limited, provided the Company $600,000 in a working capital loan. On November 24, 2021, World Precision Medicine Technology, Inc. provided the Company another loan for $70,000. Both loans are due on demand and non-interest bearing. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
NOTE 13 - INCOME TAX | NOTE 13 – INCOME TAX Cayman Islands Under the current laws of the Cayman Islands, Platinum is not subject to tax on income or capital gains. In addition, payments of dividends by Platinum to its shareholders are not subject to withholding tax in the Cayman Islands. Hong Kong Platinum HK was incorporated under the Hong Kong tax law where the statutory income tax rate is 16.5%. Platinum HK has had no taxable income or loss from May 4, 2020 (inception) to December 31, 2021. People’s Republic of China Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”), Yubo Jingzhi Biotechnology (Chengdu) Co. LTD. (“Yubo Jingzhi”), Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global”) and Yubo International Biotech (Beijing) Limited were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on their taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. Yubo Chengdu has had no taxable income or loss from September 4, 2020 (inception) to December 31, 2021. Yubo Beijing has had net losses of $231,193 for the year ended December 31, 2019, $597,713 for the year ended December 31, 2020, and $649,871 for the year ended December 31, 2021. Yubo Global had a net loss of $488,790 for the year ended December 31, 2021. Yubo Jingzhi had a net loss of $1,207 for the year ended December 31, 2021. These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 to year 2026. Based on management’s present assessment, the Company has not yet determined it to be more likely than not that future utilization of the net operating loss carryforwards will be realized. Accordingly, the Company has recorded a 100% valuation allowance against the deferred tax asset at December 31, 2021 and December 31, 2020. The components of deferred tax assets were as follows: December 31, 2021 December 31, 2020 Net operating losses carry forward $ 492,194 $ 207,227 Valuation allowance (492,194 ) (207,227 ) Deferred tax assets, net $ - $ - The reconciliation of the provisions for (benefits from) income tax by applying the PRC tax rate to income (loss) before provisions for income tax and the actual provisions for income tax is as follows: For the year ended December 31, 2021 For the year ended December 31, 2020 Income tax (benefits) at 25% $ (385,610 ) $ (177,950 ) Net loss of Platinum 100,856 28,522 Increase in valuation allowance 284,967 149,428 Other (213 ) - Provision for income taxes $ - $ - Accounting for Uncertainty in Income Taxes The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change and may lead to tax liabilities. ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no liability for uncertainty in income taxes was necessary as of December 31, 2021 and December 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 14 - COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Freelancer Service Contract On March 30, 2020, Yubo Beijing executed an agreement with Hainan Huiyonggong Service Ltd. (“HHS”). The agreement provided for HHS to engage sales representatives (often Yubo Beijing customers) to refer new customers to Yubo Beijing and for Yubo Beijing to pay fees to HHS based on the amount of sales generated from HHS’s sales representatives. The term of the agreement was for one year expiring March 29, 2021. Website Platform Maintenance Agreement On April 29, 2020, Yubo Beijing executed an agreement with Hainan Haifu Technology Ltd. (“HHT”). The agreement provided for HHT to provide certain website maintenance services for Yubo Beijing and provided for Yubo Beijing to pay a monthly fee of RMB 150,000 ($22,231 at the 6.7473 average exchange rate for the year ended December 31, 2020) to HHT. The term of the agreement, which originally was for one year expiring April 28, 2021, was mutually terminated on October 30, 2020. Credit risk Cash deposits with banks are held in financial institutions in the PRC, which are insured with deposit protection up to RMB 500,000 (approximately $78,740 at December 31, 2021). Accordingly, the Company has a concentration of credit risk from time to time relating to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. Risks of Variable Interest Entity Structure Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or its variable interest entity is found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entity, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entity in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of Yubo Beijing or the right to receive their economic benefits, the Company would no longer be able to consolidate Yubo Beijing. |
MAJOR CUSTOMER
MAJOR CUSTOMER | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 15 - Major customer | NOTE 15 – MAJOR CUSTOMERS Two customers accounted for 31% and 13% of total sales in the year ended December 31, 2021. Three customers accounted for 55%, 24%, and 14% of total accounts receivable at December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation. The accompanying consolidated financial statements reflect the activities of the following entities: Name Background Ownership Yubo International Biotech Limited (“Yubo New York”) · · Platinum International Biotech Co. LTD (“Platinum”) · · · 100% owned by Yubo New York Platinum International Biotech (Hong Kong) Limited. (“Platinum HK”) · · · 100% owned by Platinum Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) · · · · 100% owned by Platinum HK Yubo International Biotech (Beijing) Limited (“Yubo Beijing”) · · · · VIE of Yubo Chengdu WFOE Yubo Jingzhi Biotechnology (ChengDu) Co. Ltd. (“Yubo Jingzhi”) · 100% owned by Yubo Beijing Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global) · 100% owned by Platinum HK On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC: |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and its consolidated VIE for which the Company is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and consolidated VIE have been eliminated upon consolidation. The accompanying consolidated financial statements reflect the activities of the following entities: Name Background Ownership Yubo International Biotech Limited (“Yubo New York”) · · Platinum International Biotech Co. LTD (“Platinum”) · · · 100% owned by Yubo New York Platinum International Biotech (Hong Kong) Limited. (“Platinum HK”) · · · 100% owned by Platinum Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”) · · · · 100% owned by Platinum HK Yubo International Biotech (Beijing) Limited (“Yubo Beijing”) · · · · VIE of Yubo Chengdu WFOE Yubo Jingzhi Biotechnology (ChengDu) Co. Ltd. (“Yubo Jingzhi”) · 100% owned by Yubo Beijing Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global) · 100% owned by Platinum HK On September 11, 2020, our wholly-owned subsidiary, Yubo Chengdu, entered into the following contractual arrangements with Yubo Beijing and the shareholders of Yubo Beijing (the “Yubo Shareholders”), as applicable, each of which is enforceable and valid in accordance with the laws of the PRC: |
Exclusive Consulting Services Agreement | Pursuant to the Exclusive Consulting Services Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo agrees to accept, exclusive management services provided by Yubo WFOE. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of Yubo. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below). Exclusive Purchase Option Agreement Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time. Equity Pledge Agreement Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE. Financial Statements of Yubo Beijing (VIE) The assets and liabilities of Yubo Beijing (VIE) at December 31, 2021 and December 31, 2020 consist of: December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 |
Exclusive Purchase Option Agreement | Under the Exclusive Option Agreement among Yubo, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo’s equity and/or assets at a nominal consideration. Yubo WFOE may exercise the purchase option at any time. Equity Pledge Agreement Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE. Financial Statements of Yubo Beijing (VIE) The assets and liabilities of Yubo Beijing (VIE) at December 31, 2021 and December 31, 2020 consist of: December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 |
Equity Pledge Agreement | Under the Equity Pledge Agreement among Yubo WFOE and the Yubo Shareholders, the Yubo Shareholders pledged all of their equity interests in Yubo, including the proceeds thereof, to guarantee all of Yubo WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement. Prior to termination of this Equity Pledge Agreement, the pledged equity interests cannot be transferred without Yubo WFOE’s prior consent. The Yubo Shareholders covenants to Yubo WFOE that among other things, it will only appoint/elect the candidates for the directors of Yubo nominated by Yubo WFOE. Financial Statements of Yubo Beijing (VIE) The assets and liabilities of Yubo Beijing (VIE) at December 31, 2021 and December 31, 2020 consist of: December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 |
Financial Statements of Yubo Beijing (VIE) | The assets and liabilities of Yubo Beijing (VIE) at December 31, 2021 and December 31, 2020 consist of: December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 |
Foreign Currency Translation | The accompanying consolidated financial statements are presented in United States dollars (“$”), which is the reporting currency of the Company. The functional currency of Platinum and Platinum HK is the United States dollar. The functional currency of the Company’s subsidiaries and VIE located in the PRC is the Renminbi (“RMB”). For the entities whose functional currencies are the RMB, results of operations and cash flows are translated at average exchange rates during the period ($1=6.3850 RMB for the year ended December 31, 2021 and $1=6.7473RMB for the year ended December 31, 2020), assets and liabilities are translated at the current exchange rate at the end of the period ($1=6.3500 RMB at December 31, 2021 and $1=6.5286 RMB at December 31, 2020), and equity is translated at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income (loss). Transaction gains and losses, which were not significant for the periods presented, are reflected in the consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. Inventories Inventories, mainly consisting of nebulizers and components and oral liquid health products, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant estimates and assumptions by management include, among others, useful lives and impairment of long-lived assets, and income taxes including the valuation allowance for deferred tax assets. While the Company believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. Inventories Inventories, mainly consisting of nebulizers and components and oral liquid health products, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs. |
Cash and Cash Equivalents | Cash and cash equivalents include cash on hand, cash in bank accounts, cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less. Inventories Inventories, mainly consisting of nebulizers and components and oral liquid health products, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs. |
Inventories | Inventories, mainly consisting of nebulizers and components and oral liquid health products, are stated at the lower of cost utilizing the weighted average method or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated selling costs. The valuation of inventory requires the Company to estimate excess and slow-moving inventories. The Company evaluates the recoverability of the inventory based on expected demand and market conditions. No inventory write downs were recorded in the periods presented. Property and Equipment Property and equipment consist of leasehold improvements, construction in progress, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods: Leasehold improvements Remaining term of lease Air conditioning equipment 5 years Office equipment 3 years Intangible Assets Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows: Distribution software 5 years Patents 20 years Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
Property and Equipment | Property and equipment consist of leasehold improvements, construction in progress, air conditioning equipment, and office equipment. All property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Property and equipment are depreciated on a straight-line basis over the following periods: Leasehold improvements Remaining term of lease Air conditioning equipment 5 years Office equipment 3 years |
Intangible Assets | Intangible assets consist of distribution software and patents and are stated at historical cost less accumulated amortization. Amortization of intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the respective assets. The amortization period by major asset classes is as follows: Distribution software 5 years Patents 20 years |
Impairment of Long-Lived Assets | The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial position. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Fair Value of Financial Instruments The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
Fair Value of Financial Instruments | The Company adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments include cash, receivables, due from related parties, accounts payable and accrued expenses, advances from prospective customers/distributors and due to related parties. The carrying values of these financial instruments approximate their fair values due to the short-term maturities of these instruments. For the periods presented, there were no financial assets or liabilities measured at fair value. |
Leases | We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. |
Revenue Recognition | The Company derives its revenue from the sale of nebulizers containing frozen tubes with medical fluid and from the sale of other health and personal care products. The nebulizers are sold directly to consumers on the Company’s online e-commerce platform. The Company adopted ASC 606 requires the use of a new five-step model to recognize revenue from customers. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes. Allowance for Doubtful Accounts Trade accounts receivable arise from the sale of products on trade credit terms. On a quarterly basis, we review all significant accounts as to their past due balances, as well as collectability of the outstanding trade account receivable for possible write off. It is our policy to write of the account receivable against the allowance account when we deem the receivable to be uncollectible. Additionally, we review orders from dealers that are significantly past due, and we ship product only when our ability to collect payment from our customer for the new order is probable. Our allowance for doubtful accounts reflect our best estimate for losses inherent in the trade accounts receivable balance. We determine the allowance based on known troubled accounts, weighting probabilities of future conditions and expected outcomes, and other currently available evidence. |
Advertising Costs | Advertising costs are expensed as incurred. Income Taxes The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. |
Income Taxes | The Company follows the liability method in accounting for income taxes in accordance with ASC topic 740 (“ASC 740”), Income Taxes. The Company applies the provisions of ASC 740 to account for uncertainty in income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the consolidated financial statements. The Company will classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. |
Net Income Per share | Basic loss per share is computed by dividing net loss by the weighted average number of Class A and Class B common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities (such as stock options and convertible securities) were exercised or converted into common shares. For the periods presented, the Company had no dilutive securities outstanding. |
Comprehensive Loss | Comprehensive loss is defined as the decrease in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Comprehensive loss is reported in the consolidated statements of operations and comprehensive loss, including net loss and foreign currency translation adjustments, presented net of tax. New Accounting Pronouncements In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We adopted ASU 2016-02 for interim and annual reporting periods beginning after December 15, 2018. For finance leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income. · Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. · Classify all cash payments within operating activities in the statement of cash flows. Other than increasing assets and liabilities at the inception of the respective leases (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows. |
New Accounting Pronouncements | In February, 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”. ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. We adopted ASU 2016-02 for interim and annual reporting periods beginning after December 15, 2018. For finance leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income. · Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to do the following: · Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the balance sheet. · Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. · Classify all cash payments within operating activities in the statement of cash flows. Other than increasing assets and liabilities at the inception of the respective leases (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s financial position or results of operations. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of owned subsidiary | December 31, 2021 December 31, 2020 Cash $ 8,812 $ 746,613 Receivables (net) 158,807 2,316 Prepaid Expenses 207,521 27,160 Inventory 164,302 67,144 Due from related parties 397,590 429,648 Property and equipment (net) 63,055 79,153 Intangible assets (net) 38,876 54,912 Operating lease right of use assets 582,322 315,207 Lease security deposits 152,219 86,811 Investment in Yubo Jingzhi (A) 236,220 - Receivables from other consolidated entities (A) 287,677 - Total assets 2,297,401 1,808,964 Accounts payable and accrued expense 69,746 101,175 Customer deposits - 11,028 Advances from prospective customers/distributors 484,956 757,896 Due to related parties 532,121 91,951 Operating lease liabilities 582,322 315,207 Payables to other consolidated entities (A) 511,811 - Total liabilities 2,180,956 1,277,257 Shareholders’ equity $ 116,445 $ 531,707 Leasehold improvements Remaining term of lease Air conditioning equipment 5 years Office equipment 3 years Distribution software 5 years Patents 20 years |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVENTORY | |
Schedule of inventory | December 31, December 31 2021 2020 Nebulizers and components $ 48,671 $ 56,702 Oral liquid health products 41,943 - Other 73,688 10,442 Total Inventory $ 164,302 $ 67,144 |
DUE FROM RELATED PARTIES (Table
DUE FROM RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DUE FROM RELATED PARTIES | |
Schedule of Due from related parties | December 31, December 31, 2021 2020 Beijing Zhenhuikang Biotechnology Co., LTD (“Zhenhuikang”) (1) $ 397,590 $ 404,288 Yubo Global Biotechnology (Chengdu) Co., Ltd. (2) - 25,360 Total Due from Related Parties $ 397,590 $ 429,648 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property and equipment | December 31, December 31, 2021 2020 Leasehold improvements $ 33,196 $ 44,777 Construction in progress 580,816 - Air conditioning equipment 22,106 21,496 Office equipment 30,675 22,241 Total property and equipment 666,793 88,514 Less accumulated depreciation and amortization (22,921 ) (9,361 ) Property and equipment, net $ 643,872 $ 79,153 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS | |
Schedule of Intangible assets | December 31, December 31, 2021 2020 Distribution software $ 38,980 $ 37,914 Patents acquired from related party (Note 12) 12,483 21,232 Total intangible assets 514,463 59,146 Less: Accumulated amortization (12,587 ) (4,234 ) Intangible assets, net $ 38,876 $ 54,912 |
Schedule of amortization of intangible assets expense | Year ending December 31, 2022 8,420 Year ending December 31, 2023 8,420 Year ending December 31, 2024 8,420 Year ending December 31, 2025 2,533 Thereafter 11,083 Total $ 38,876 |
ADVANCE FROM PROSPECTIVE CUSTOM
ADVANCE FROM PROSPECTIVE CUSTOMERDISTRIBUTER TABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INTANGIBLE ASSETS | |
ADVANCE FROM PROSPECTIVE CUSTOMER DISTRIBUTER | In RMB In USD Source of Advance December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Advancer 1 ¥ 1,544,748 ¥ 3,000,000 $ 243,268 $ 459,516 Advancer 2 550,000 - 86,614 - Advancer 3 500,000 500,000 78,740 76,586 Advancer 4 348,000 348,000 54,803 53,304 Advancer 5 50,000 50,000 7,874 7,659 Advancer 6 50,000 50,000 7,874 7,659 Advancer 7 31,012 - 4,884 - Advancer 8 5,680 - 894 - Advancer 9 31 - 5 - Advancer 10 - 500,000 76,586 Advancer 11 - 250,000 38,293 Advancer 12 - 250,000 38,293 ¥ 3,079,471 ¥ 4,948,000 $ 484,956 $ 757,896 |
OPERATING LEASE RIGHT OF USE _2
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | |
Schedule of Minimum lease payments | As of December 31, 2021 Year ending December 31, 2022 $ 880,860 Year ending December 31, 2023 888,725 Year ending December 31, 2024 788,776 Year ending December 31, 2025 599,496 Year ending December 31, 2026 99,916 Total $ 3,257,773 |
DUE TO RELATED PARTIES (Tables)
DUE TO RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DUE FROM RELATED PARTIES | |
Schedule of Due to related parties | December 31, December 31, 2021 2020 Ms. Huang Li (4) $ 61,492 $ - Mr. Yang Wang (3) 92,719 91,951 Mr. Jun Wang (2) 439,449 World Precision Medicine Technology Inc. (1) 670,000 - Total $ 1,263,660 $ 91,951 |
SHAREHOLDERS EQUITY (Tables)
SHAREHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS EQUITY | |
Schedule of acquisition of Platinum | Name of Selling Shareholder Number of Exchange Shares Percentage of Exchange Shares FLYDRAGON INTERNATIONAL LIMITED (controlled by Mr. Jun Wang) 39,943,800 34.14 % CHINAONE TECHNOLOGY LIMITED (controlled by Mr. Yang Wang) 19,211,400 16.42 % BOAO BIOTECH LIMITED (controlled by Mr. Yulin Cao) 24,967,800 21.34 % FOCUS DRAW GROUP LIMITED (controlled by Ms. Lina Liu) 13,829,400 11.82 % FOCUSONE TECHNOLOGY GROUP LIMITED (controlled by Mr. Jin Wei) 11,524,500 9.85 % DRAGONCLOUD TECHNOLOGY LIMITED (Controlled by Mr. Yang Wang) 5,768,100 4.93 % CHEUNG HO SHUN 1,755,000 1.50 % TOTAL 117,000,000 100.00 % Entity Shares 1. Flydragon International Limited (controlled by Mr. Jun Wang) 3,466,000 2. Chinaone Technology Limited (controlled by Mr. Yang Wang) 1,667,000 3. Boao Biotech Limited (controlled by Mr. Yulin Cao) 2,167,000 4. Dragoncloud Technology Limited (controlled by Mr. Yang Wang) 500,000 5. Focus Draw Group Limited (controlled by Ms. Lina Liu) 1,200,000 6. Focusone Technology Group Limited (controlled by Mr. Jin Wei) Total 10,000,000 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAX | |
Schedule of deferred tax assets | December 31, 2021 December 31, 2020 Net operating losses carry forward $ 492,194 $ 207,227 Valuation allowance (492,194 ) (207,227 ) Deferred tax assets, net $ - $ - |
Schedule of provisions for income tax | For the year ended December 31, 2021 For the year ended December 31, 2020 Income tax (benefits) at 25% $ (385,610 ) $ (177,950 ) Net loss of Platinum 100,856 28,522 Increase in valuation allowance 284,967 149,428 Other (213 ) - Provision for income taxes $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - shares | Jan. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock shares issued | 117,875,323 | ||
Liu Lina [Member] | |||
Cancellation of shares held by related party | 116,697,438 | ||
Exchange Agreement [Member] | Maximum [Member] | |||
Ownership percentage | 99.00% | ||
Common Stock Class B [Member] | |||
Common stock shares issued | 4,447 | 4,447 | |
Common stock shares outstanding | 4,447 | 4,447 | |
Common Stock Class A [Member] | |||
Common stock shares issued | 118,177,885 | 117,000,000 | |
Common stock shares outstanding | 118,177,885 | 117,000,000 | |
Common Stock Class A [Member] | Exchange Agreement [Member] | |||
Common stock shares issued | 117,000,000 | ||
Chief Financial Officer, Treasurer and Secretary [Member] | Common Stock Class A [Member] | |||
Common stock shares issued | 118,177,885 | ||
Common stock shares outstanding | 118,177,885 | ||
Chief Financial Officer, Treasurer and Secretary [Member] | Common Stock Class B Shares [Member] | |||
Common stock shares issued | 4,447 | ||
Common stock shares outstanding | 4,447 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details ) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Subscribed capital | $ 1,574,803 |
Platinum International Biotech Co. LTD [Member] | |
Name of company | A Cayman Island company |
Date of incorporation | April 7, 2020 |
Ownership percentage | 100.00% |
Platinum HK [Member] | |
Name of company | A Hong Kong company |
Date of incorporation | May 4, 2020 |
Ownership percentage | 100.00% |
Yubo International Biotech Limited [Member] | |
Name of company | A holding company |
Yubo Beijing [Member] | |
Name of company | A PRC company and deemed a wholly foreign owned enterprise |
Date of incorporation | June 14, 2016 |
Subscribed capital | $ 1,531,722 |
Voting interest equity | VIE of Yubo Chengdu WFOE |
Yubo Jingzhi [Member] | |
Name of company | A PRC limited liability company |
Date of incorporation | January 21, 2021 |
Ownership percentage | 100.00% |
Yubo Global [Member] | |
Name of company | A PRC company |
Date of incorporation | December 20, 2020 |
Ownership percentage | 100.00% |
Yubo Chengdu [Member] | |
Date of incorporation | September 4, 2020 |
Ownership percentage | 100.00% |
Subscribed capital | $ 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 27,517 | $ 1,382,525 | |
Prepaid Expenses | 306,978 | 27,160 | |
Inventory | 164,302 | 67,144 | |
Due from related parties | 397,590 | 429,648 | |
Intangible assets (net) | 38,876 | 54,912 | |
Operating lease right of use assets | 2,693,984 | 315,207 | |
Lease security deposits | 152,157 | 86,811 | |
Accounts payable and accrued expense | 275,831 | 101,175 | |
Customer deposits | 1,263,660 | 91,951 | |
Due to related parties | 532,121 | 91,951 | |
Operating lease liabilities | 293,985 | 315,207 | |
Total Liabilities | 4,718,431 | 1,277,257 | |
Shareholders' equity | (131,198) | 1,167,619 | $ 488,733 |
Yubo Beijing [Member] | |||
Cash | 8,812 | 746,613 | |
Receivables | 158,807 | 2,316 | |
Prepaid Expenses | 207,521 | 27,160 | |
Inventory | 164,302 | 67,144 | |
Due from related parties | 397,590 | 429,648 | |
Property and equipment (net) | 63,055 | 79,153 | |
Intangible assets (net) | 38,876 | 54,912 | |
Operating lease right of use assets | 582,322 | 315,207 | |
Lease security deposits | 152,219 | 86,811 | |
Investment in Yubo Jingzhi (A) | 236,220 | 0 | |
Receivables from other consolidating entities (A) | 287,677 | 0 | |
Total assets | 2,297,401 | 1,808,964 | |
Accounts payable and accrued expense | 69,746 | 101,175 | |
Customer deposits | 0 | 11,028 | |
Advances from prospective customers/distributors | 484,956 | 757,896 | |
Due to related parties | 532,121 | 91,951 | |
Operating lease liabilities | 582,322 | 315,207 | |
Payables to other consolidating entities (A) | 511,811 | 0 | |
Total Liabilities | 2,180,956 | 1,277,257 | |
Shareholders' equity | $ 116,445 | $ 531,707 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - Intangible Assets [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Air conditioning equipment | 5 years |
Office equipment | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - Intangible Assets [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Distribution software | 5 years |
Patents | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Currency exchange rate per dollar | $ 6.3500 | $ 6.5286 |
Currency translation description | 1=6.3850 RMB | 1=6.7473RMB |
Operating expenses | $ 364,632 | $ 114,088 |
Occupancy expense | $ 488,790 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Net losses | $ (1,542,438) | $ (711,801) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Nebulizers and components [Member] | ||
Total Inventory | $ 48,671 | $ 56,702 |
Oral liquid and health products [Member] | ||
Total Inventory | 41,943 | 0 |
Other [Member] | ||
Total Inventory | $ 73,688 | $ 10,442 |
DUE FROM RELATED PARTIES (Detai
DUE FROM RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total Due From Related Parties | $ 397,590 | $ 429,648 |
Beijing Zhenhuikang Biotechnology Co., Ltd [Member] | ||
Total Due From Related Parties | 397,590 | 404,288 |
Yubo Global Biotechnology (Chengdu) Co., Ltd [Member] | ||
Total Due From Related Parties | $ 0 | $ 25,360 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Leasehold improvements | $ 33,196 | $ 44,777 |
Construction in progress | 580,816 | 0 |
Air conditioning equipment | 22,106 | 21,496 |
Office equipment | 30,675 | 22,241 |
Total property and equipment | 666,793 | 88,514 |
Less accumulated depreciation and amortization | (22,921) | (9,361) |
Property and equipment, net | $ 643,872 | $ 79,153 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Depreciation and amortization of property and equipment | $ 13,222 | $ 8,966 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INTANGIBLE ASSETS | ||
Distribution software | $ 38,980 | $ 37,914 |
Patents acquired from related party (Note 12) | 12,483 | 21,232 |
Total intangible assets | 514,463 | 59,146 |
Less: Accumulated amortization | 12,587 | 4,234 |
Intangible assets, net | $ 38,876 | $ 54,912 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
INTANGIBLE ASSETS | |
Year ending December 31, 2022 | $ 8,420 |
Year ending December 31, 2023 | 8,420 |
Year ending December 31, 2024 | 8,420 |
Year ending December 31, 2025 | 2,533 |
Thereafter | 11,083 |
Total amortization of intangible assets expense | $ 38,876 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INTANGIBLE ASSETS | ||
Amortization of intangible assets | $ 8,180 | $ 4,096 |
OPERATING LEASE RIGHT OF USE _3
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details) | Dec. 31, 2021USD ($) |
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY | |
2022 | $ 880,860 |
2023 | 888,725 |
2024 | 788,776 |
2025 | 599,496 |
2026 | 99,916 |
Total lease payments | $ 3,257,773 |
OPERATING LEASE RIGHT OF USE _4
OPERATING LEASE RIGHT OF USE ASSET AND OPERATING LEASE LIABILITY (Details Narrative1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease right of use assets | $ 2,693,984 | $ 315,207 |
Borrowing rate | 4.75% | |
Occupancy expense | $ 628,656 | $ 279,191 |
Lease term | 5 years | |
Value of the future lease payments | $ 3,257,773 | |
March 1 2021 [Member] | Chengdu Liangkang Investment [Member] | ||
Current exchange rate | 47,130 | |
Payment of security deposit | $ 49,958 | |
Lease agreement, description | a right to renew for an additional term of 2 years and 8 months from December 1, 2021 to July 31, 2024. In December 2021, the Company renewed the lease. The current lease provides for monthly rent of RMB 166,845 ($26,275) through July 31, 2023 and RMB 176,833 ($27,848) for the year ended July 31, 2024 |
ADVANCES FROM PROSPECTIVE CUS_2
ADVANCES FROM PROSPECTIVE CUSTOMERSDISTRIBUTORS (Details Narrative) | Dec. 31, 2022USD ($) | Dec. 31, 2021CNY (¥) |
Advances from prospective customers | $ 484,956 | ¥ 757,896 |
PRC Entities One [Member] | ||
Advances from prospective customers | 243,268 | 459,516 |
PRC Entities Two [Member] | ||
Advances from prospective customers | 86,614 | 0 |
PRC Entities Three [Member] | ||
Advances from prospective customers | 78,740 | 76,586 |
PRC Entities Four [Member] | ||
Advances from prospective customers | 54,803 | 53,304 |
PRC Entities Five [Member] | ||
Advances from prospective customers | 7,874 | 7,659 |
PRC Entities Six [Member] | ||
Advances from prospective customers | 7,874 | 7,659 |
PRC Entities Seven [Member] | ||
Advances from prospective customers | 4,884 | 0 |
PRC Entities Eight [Member] | ||
Advances from prospective customers | 894 | 0 |
PRC Entities Nine [Member] | ||
Advances from prospective customers | 5 | 0 |
PRC Entities Ten [Member] | ||
Advances from prospective customers | 0 | 76,586 |
PRC Entities Eleven [Member] | ||
Advances from prospective customers | $ 0 | ¥ 38,293 |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Due to related partis | $ 1,263,660 | $ 91,951 |
Due to related partis | 532,121 | 91,951 |
Ms. Huang Li [Member] | ||
Due to related partis | 61,492 | 0 |
Mr. Yang Wang [Member] | ||
Due to related partis | 92,719 | 91,951 |
Mr. Jung Wang [Member] | ||
Due to related partis | 439,449 | 0 |
World Precision Medicine Technology Inc [Member] | ||
Due to related partis | $ 670,000 | $ 0 |
DUE TO RELATED PARTIES (Detai_2
DUE TO RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2021 | Sep. 11, 2020 |
Ms. Huang Li [Member] | ||
Class A common stock rate | 9.75% | |
Mr. Yang Wang [Member] | ||
Class A common stock rate | 21.14% | |
Mr. Jung Wang [Member] | ||
Class A common stock rate | 34.14% | |
World Precision Medicine Technology Inc [Member] | ||
Ordinary shares | 1,754,997 | 152,284 |
Ordinary shares, value | $ 750,000 |
SHAREHOLDERS EQUITY (Details)
SHAREHOLDERS EQUITY (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Apr. 07, 2020 | |
Number of shares selling | 117,875,323 | |
Total [Member] | ||
Number of shares selling | 117,000,000 | |
Number of shares selling percentage | 100.00% | |
FLYDRAGON INTERNATIONAL LIMITED [Member] | ||
Number of shares selling | 39,943,800 | 3,466,000 |
Number of shares selling percentage | 34.14% | |
Chinaone Technology Limited [Member] | ||
Number of shares selling | 19,211,400 | 1,667,000 |
Number of shares selling percentage | 16.42% | |
Boao Biotech Limited [Member] | ||
Number of shares selling | 24,967,800 | 2,167,000 |
Number of shares selling percentage | 21.34% | |
Focus Draw Group Limited [Member] | ||
Number of shares selling | 13,829,400 | 1,200,000 |
Number of shares selling percentage | 11.82% | |
Focusone Technology Group Limited [Member] | ||
Number of shares selling | 11,524,500 | 1,000,000 |
Number of shares selling percentage | 9.85% | |
Dragoncloud Technology Limited [Member] | ||
Number of shares selling | 5,768,100 | 500,000 |
Number of shares selling percentage | 4.93% | |
Cheung Ho Shun [Member] | ||
Number of shares selling | 1,755,000 | |
Number of shares selling percentage | 1.50% |
SHAREHOLDERS EQUITY (Details1)
SHAREHOLDERS EQUITY (Details1) - shares | Dec. 31, 2021 | Apr. 07, 2020 |
Number of shares selling | 117,875,323 | |
FLYDRAGON INTERNATIONAL LIMITED [Member] | ||
Number of shares selling | 39,943,800 | 3,466,000 |
Chinaone Technology Limited [Member] | ||
Number of shares selling | 19,211,400 | 1,667,000 |
Boao Biotech Limited [Member] | ||
Number of shares selling | 24,967,800 | 2,167,000 |
Focus Draw Group Limited [Member] | ||
Number of shares selling | 13,829,400 | 1,200,000 |
Focusone Technology Group Limited [Member] | ||
Number of shares selling | 11,524,500 | 1,000,000 |
Dragoncloud Technology Limited [Member] | ||
Number of shares selling | 5,768,100 | 500,000 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | Jan. 14, 2021 | Sep. 11, 2020 | Jan. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 07, 2020 |
Preferred stock, par value | $ 0.01 | |||||
Preferred shares authorized | 5,000,000 | 5,000,000 | ||||
Number of shares selling | 117,875,323 | |||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Platinum International Biotech Co. LTD [Member] | ||||||
Common stock, outstanding | 10,152,284 | |||||
Number of shares selling | 10,152,284 | 10,000,000 | ||||
Common stock, authorized | 500,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Common shares issued | 152,284 | |||||
Common stock issued, value | $ 750,000 | |||||
Ordinary shares acquired | 10,152,284 | |||||
Shares issued during the period, shares | 117,000,000 | |||||
Common Stock Class A [Member] | ||||||
Common stock, outstanding | 118,177,885 | 117,000,000 | ||||
Number of shares selling | 118,177,885 | 117,000,000 | ||||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common Stock Class A [Member] | Liu Lina [Member] | ||||||
Shares cancelled, shares | 116,697,438 | |||||
Common Stock Class B [Member] | ||||||
Common stock, outstanding | 4,447 | 4,447 | ||||
Number of shares selling | 4,447 | 4,447 | ||||
Common stock, authorized | 3,750,000 | 3,750,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | May 11, 2021 | Feb. 27, 2020 | Feb. 17, 2020 |
Entrustment Technical Service Agreement [Member] | |||
Amount payable for harvesting | $ 31,465 | ||
Exchange rate | $ 6.3500 | ||
Joint Research and Development [Member] | Mr. Yulin [Member] | |||
Exchange rate | $ 6.7473 | ||
Ownership percentage | 18.18% | ||
Amount paid for research and development expenses | $ 35,848 | ||
Working capital loan | $ 600,000 | ||
capital loan | $ 70,000 | ||
Patent Transfer Agreement [Member] | |||
Exchange rate | $ 6.3500 | ||
Consideration paid for two patents | $ 22,047 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
INCOME TAX | ||
Net operating losses carry forward | $ 492,194 | $ 207,227 |
Valuation allowance | (492,194) | (207,227) |
Deferred tax assets, net | $ 0 | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | ||
Other | $ (213) | $ 0 |
Income tax (benefits) | 385,610 | 177,950 |
Net loss of Platinum | 100,856 | 28,522 |
Increase in valuation allowance | 284,967 | 149,428 |
Provision for income tax | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax rate | 25.00% | ||
Statutory income tax rate | 16.50% | ||
Valuation allowance against deferred tax asset | 100.00% | 100.00% | |
Yubo Beijing [Member] | |||
Net losses | $ 649,871 | $ 597,713 | $ 231,193 |
Yubo Jingzhi [Member] | |||
Net losses | 1,207 | ||
Yubo Global [Member] | |||
Net losses | $ 488,790 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Hainan Haifu Technology Ltd [Member] - Website Platform Maintenance Agreement [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / shares | |
Website maintenance services, monthly fees | $ 22,231 |
Average rate | $ / shares | $ 6.7473 |
Cash insured deposit | $ 78,740 |
MAJOR CUSTOMERS (Details Narrat
MAJOR CUSTOMERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Customers accounted for sale | 13.00% |
Customers accounted for total accounts receivable | 14.00% |
Maximum [Member] | |
Customers accounted for sale | 31.00% |
Customers accounted for total accounts receivable | 55.00% |