U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the quarterly period ended:~~~~November 30, 2017~~

For the quarterly period ended: June 30, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For the transition period from ________ to ________~~

For the transition period from ___________ to __________

Commission File Number ~~0-21320~~000-21320

~~Magna-Lab Inc.~~

~~(Exact name of registrant as specified in its charter)~~

	~~New York~~		~~11-3074326~~	YUBO INTERNATIONAL BIOTECH LIMITED
(Exact name of registrant as specified in its charter)

New York		11-3074326
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		~~(IRS Employer~~ Identification No.)

Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, China

(Address of principal executive offices and Zip code)

	~~6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791~~
	~~(Address of principal executive offices and Zip code)~~

	~~(516) 393 5874 (or c/o 212 986 9700)~~
	~~(Issuer's telephone number including area code)~~

+86 (040) 0677-6010


	~~(Former name, former address and former fiscal year, if changed since last report)~~

(Registrant’s telephone number, including area code)

~~Check~~Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange ~~Act. (Check one):~~Act:

Large accelerated filer ☐	☐	Accelerated filer	☐
Non-accelerated ~~filer ☐~~ ~~(Do not check if a smaller reporting company)~~Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐

~~APPLICABLE ONLY TO CORPORATE ISSUERS~~☒

State the number of shares outstanding of each of the ~~issuer's~~issuer’s classes of common equity as of the latest practicable date – ~~January 12, 2018~~August 11, 2023

	Class A Common Stock, ~~$.001 Par Value~~$0.001 par value		~~1,178,762~~	119,816,343
	Class B Common Stock, ~~$.001 Par Value~~$0.001 par value		~~567~~ 4,447
Class		Shares



~~Class~~		~~Shares~~

~~Contents~~

~~MAGNA-LAB INC. AND SUBSIDIARY~~YUBO INTERNATIONAL BIOTECH LIMITED

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3

PART 1 – FINANCIAL INFORMATION

Item 1.	– Financial Statements (Unaudited)		4

	Condensed Consolidated Balance Sheets	1	F-1

	Condensed Consolidated Statements of Operations ~~(unaudited)~~	2	F-2

	Condensed Consolidated Statements of Cash Flows ~~(unaudited)~~	3	F-4

	Condensed Consolidated ~~Statement~~Statements of Stockholders’ Deficit ~~(unaudited)~~	4	F-3

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~	~~5 - 7~~	F-5

Item 2.	– Management’s Discussion and Analysis of Financial Condition
~~And~~ and Results of Operations	~~8 - 9~~	5

Item 3.	– Quantitative and Qualitative Disclosures about Market Risk	10	12

Item ~~4T.~~ 4.	– Controls and Procedures	10	13

PART II - OTHER INFORMATION

Item 1.	– Legal Proceedings		14

Item 1A.	– Risk Factors	10	14

Item 2	– Unregistered Sales of Equity Securities and Use of Proceeds		14

Item 3.	– Defaults Upon Senior Securities	11	14

Item 4.	– Mine Safety Disclosures		14

Item 5.	– Other Information		14

Item 6.	– Exhibits		15

SIGNATURES			16

In this Quarterly Report on Form 10-Q (this “Quarterly Report”), unless otherwise specified, the terms “we,” “our,” “us,” our “Company,” the “Company,” or the “Registrant” refer to Yubo International Biotech Limited, a U.S. holding company and a New York corporation (formerly known as Magna-Lab, Inc.) and its wholly owned subsidiaries, including without limitation, Platinum International Biotech Co., Ltd., a company organized under the laws of the Cayman Islands, and Yubo International Biotech (Chengdu) Limited, a company organized under the laws of the People’s Republic of China (“Yubo Chengdu” or the “WFOE”), and Yubo Global Biotechnology (Chengdu) Co., Ltd., a company organized under the laws of the People’s Republic of China (“Yubo Global”). The term “Yubo Beijing” refers to Yubo International Biotech (Beijing) Limited, a variable interest entity organized under the laws of the People’s Republic of China, including its wholly-owned subsidiary, Yubo Jingzhi Biotechnology (Chengdu) Co., Ltd. (“Yubo Jingzhi”).


~~Item 6. – Exhibits~~	112

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. In some cases, you can identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would” or the negative of these terms or other comparable terminology. Factors that could cause actual results to differ materially from those currently anticipated include those set forth in “Part II Other Information—Item 1A. Risk Factors” of this Quarterly Report and “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the SEC on April 14, 2023, including, without limitation, risks relating to:

	·	the results of Yubo Beijing’s research and development activities relating, in particular, to stem cell related technologies;

	·	the early stage of Yubo Beijing’s product candidates presently under development;

	·	the need for substantial additional funds in order to continue our operations, and the uncertainty of whether we will be able to obtain the funding we need;

	·	Yubo Beijing’s ability to obtain and, if obtained, maintain regulatory approval of its current product candidates, and any of its other future product candidates, and any related restrictions, limitations, and/or warnings in the label of any approved product candidate;

	·	Yubo Beijing’s ability to retain or hire key scientific or management personnel;

	·	Yubo Beijing’s ability to protect its intellectual property rights that are valuable to its business, including patent and other intellectual property rights;

	·	Yubo Beijing’s dependence on third-party manufacturers, suppliers, research organizations, testing laboratories and other potential collaborators;

	·	Yubo Beijing’s ability to develop successful sales and marketing capabilities in the future as needed;

	·	the size and growth of the potential markets for any of Yubo Beijing’s approved product candidates, and the rate and degree of market acceptance of any of its approved product candidates;

	·	competition in the industry; and

	·	regulatory developments in China.

We operate in a rapidly changing environment and new risks emerge from time to time. As a result, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements included in this Quarterly Report speak only as of the date hereof, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report to conform these statements to actual results or to changes in our expectations.


~~SIGNATURES~~	123

Table of Contents

~~All items which are not applicable or to which the answer is negative have been omitted from this report.~~

~~Contents~~

PART I: FINANCIAL INFORMATION

Item 1. - Financial Statements

~~MAGNA-LAB INC. AND SUBSIDIARY~~YUBO INTERNATIONAL BIOTECH LIMITED

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

ASSETS
November 30, February 28,
2017 2017
(unaudited)
CURRENT ASSETS:
Cash $ 1,000 $ 1,000
Prepaid expense 3,000 3,000
Total current assets $ 4,000 $ 4,000

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable and accrued interest payable to a stockholder $ 1,054,000 $ 935,000
Accounts payable 338,000 325,000
Accrued expenses and other current liabilities 113,000 116,000
Total current liabilities 1,505,000 1,376,000

COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized,
none issued — —
Common stock, Class A, par value $.001 per share, 120,000,000 shares
authorized, 1,178,762 shares, issued and outstanding at November 30, 2017
and February 28, 2017 1,000 1,000
Common stock, Class B, par value $.001 per share, 3,750,000 shares
authorized, 18,750 shares issued, 10,000 shares forfeited, 8,183 shares
converted to Class A and 567 shares outstanding at November 30, 2017
and February 28, 2017 — —
Additional paid in capital 27,290,000 27,290,000
Accumulated deficit (28,792,000 ) (28,663,000 )
Total stockholders' deficit (1,501,000 ) (1,372,000 )

Total liabilities and stockholders’ deficit $ 4,000 $ 4,000

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

~~Contents~~

~~MAGNA-LAB INC. AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

For the three months and ~~nine~~six months ended ~~November~~June 30, ~~2017~~2023 and ~~2016~~

~~(unaudited)~~2022

Three months ended Nine months ended
November 30, November 30,
2017 2016 2017 2016
REVENUES $ — $ — $ — $ —

OPERATING EXPENSES:
General and administrative 22,000 24,000 66,000 53,000
LOSS FROM OPERATIONS (22,000 ) (24,000 ) (66,000 ) (53,000 )
OTHER EXPENSE – Interest expense 21,000 19,000 63,000 56,000
NET LOSS BEFORE INCOME TAX (43,000 ) (43,000 ) (129,000 ) (109,000 )
PROVISION FOR INCOME TAXES — — — —
NET LOSS $ (43,000 ) $ (43,000 ) $ (129,000 ) $ (109,000 )
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 1,179,000 1,179,000 1,179,000 1,179,000
NET LOSS PER COMMON SHARE,
Basic and diluted $ (0.04 ) $ (0.04 ) $ (0.11 ) $ (0.09 )

Table of Contents

Consolidated Balance Sheets (Unaudited)		F-1

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)		F-2

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)		F-3

Consolidated Statements of Cash Flows (Unaudited)		F-4

Notes to Consolidated Financial Statements (Unaudited)		F-5

Table of Contents

~~See~~YUBO INTERNATIONAL BIOTECH LIMITED

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

(Unaudited)

	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets
Cash	$	5,298		$	18,220
Receivables		49,400			51,932
Prepaid expenses		154,663			64,253
Inventory		212,101			322,173
Due from related parties		279,126			293,434
Total Current Assets		700,588			750,012

Property and equipment, net		523,783			616,652
Intangible assets, net		58,743			67,679
Operating lease right of use assets		560,605			790,499
Lease security deposits		117,614			123,709
Total Assets	$	1,961,333		$	2,348,551
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses (including accounts payable and accrued expenses of VIE without recourse to the Company of $156,917 and $276,325 as of June 30, 2023 and December 31, 2022, respectively)	$	408,219		$	549,838
Customer deposits (including customer deposits of VIE without recourse to the Company of $400,485 and $0 as of June 30, 2023 and December 31, 2022, respectively)		400,485			—
Advances from prospective customers/distributors (including advances from prospective customers/distributors of VIE without recourse to the Company of $423,755 and $459,970 as of June 30, 2023 and December 31, 2022, respectively)		423,755			459,970
Due to related parties (including due to related parties without recourse to the Company of $1,215,081 and $1,057,052 as of June 30, 2023 and December 31, 2022, respectively)		1,318,888			1,113,617
Operating lease liabilities – current (including operating lease liabilities - current of VIE without recourse to the Company of $307,737 and $316,185 as of June 30, 2023 and December 31, 2022, respectively)		397,490			400,054
Total Current Liabilities		2,948,837			2,523,479

Non-current liabilities
Operating lease liabilities - non-current (including operating lease liability – non- current of VIE without recourse to the Company of $0 and $182,976 as of June 30, 2023 and December 31, 2022, respectively)		163,115			390,445
Total Liabilities		3,111,952			2,913,924

Commitments and contingencies

Shareholders' Equity:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued		—			—
Common stock, Class A par value $ 0.001 per share; authorized 1,000,000,000 shares, 119,816,343 shares issued and outstanding at June 30, 2023 and December 31, 2022.		119,816			119,816
Common stock, Class B, par value $.001 per share, 3,750,000 shares authorized, 4,447 shares issued and outstanding at June 30, 2023 and December 31, 2022.		4			4
Additional Paid in Capital		2,935,190			2,935,190
Accumulated deficit		(4,374,420	)		(3,690,426	)
Accumulated other comprehensive income (loss)		168,791			70,043
Total Shareholders' Equity		(1,150,619	)		(565,373	)
Total Liabilities and Shareholders' Equity	$	1,961,333		$	2,348,551

The accompanying notes ~~to the unaudited condensed~~are an integral part of these consolidated financial statements.

~~Contents~~

F-1

Table of Contents

YUBO INTERNATIONAL BIOTECH LIMITED

~~MAGNA-LAB INC.~~CONSOLIDATED STATEMENTS OF OPERATIONS AND ~~SUBSIDIARY~~COMPREHENSIVE LOSS

(Expressed in US Dollars)

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Sales	$	1,430			7,970		$	153,880			23,183
Cost of Goods Sold		(545	)		(2,119	)		(96,839	)		(9,066	)
Gross Profit		885			5,851			57,041			14,117
Operating expenses:
Sales commissions		—			4,263			—			8,084
Employee compensation		148,610			145,300			305,420			363,526
Occupancy		52,777			299,217			163,594			558,492
Provision for doubtful accounts		—			3,346			—			50,424
Depreciation and amortization of property and equipment		15,512			3,290			22,103			6,818
Amortization of intangible assets		2,810			1,994			5,778			4,045
Other operating expenses		148,452			39,941			243,954			93,163
Total Operating Expenses		368,161			497,351			740,849			1,084,552
Income (loss) from operations		(367,276	)		(491,500	)		(683,808	)		(1,070,435	)

Other Income (Expenses)
Interest expense		(51	)		(59	)		(186	)		(72	)
Total Other Income (Expenses)		(51	)		(59	)		(186	)		(72	)

Loss before Provision for Income Tax		(367,327	)		(491,559	)		(683,994	)		(1,070,507	)

Provision for Income Tax		—			—			—			—

Net loss	$	(367,327	)		(491,559	)	$	(683,994	)		(1,070,507	)
Net loss per share basic and diluted	$	(0.00	)		(0.00	)	$	(0.01	)		(0.01	)
Weighted average common shares outstanding basic and diluted		119,820,790			118,182,332			119,820,790			118,182,332

Comprehensive income (loss)
Net loss	$	(367,327	)		(491,559	)	$	(683,994	)		(1,070,507	)
Foreign currency translation adjustment		55,463			50			98,748			(49,927	)
Total comprehensive income (loss)	$	(311,864	)		(491,509	)	$	(585,246	)		(1,120,434	)

~~CONDENSED~~

The accompanying notes are an integral part of these consolidated financial statement.

F-2

Table of Contents

YUBO INTERNATIONAL BIOTECH LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in US Dollars)

(Unaudited)

	Common Stock								Additional					Accumulated Other Comprehensive		Total
	Class A				Class B				paid in		Accumulated			Income		Stockholders'
	Shares		Amount		Shares		Amount		capital		Deficit			(loss)		Deficit
BALANCE, December 31, 2022		119,816,343	$	119,816		4,447	$	4	$	2,935,190		(3,690,426	)	$	70,043	$	(565,373	)

Net loss for the three months ended March 31, 2023		—		—		—		—		—		(316,667	)		—		(316,667	)

Foreign currency translation adjustment		—		—		—		—		—		—			43,285		43,285

BALANCE, March 31, 2023		119,816,343	$	119,816		4,447	$	4	$	2,935,190	$	(4,007,093	)	$	113,328	$	(838,755	)

Net loss for the three months ended June 30, 2023		—		—		—		—		—		(367,327	)		—		(367,327	)

Foreign currency translation adjustment		—		—		—		—		—		—			55,463		55,463

BALANCE, June 30, 2023		119,816,343	$	119,816		4,447	$	4	$	2,935,190	$	(4,374,420	)	$	168,791	$	(1,150,619	)

	Common Stock								Additional					Accumulated Other Comprehensive			Total
	Class A				Class B				paid in		Accumulated			Income			Stockholders'
	Shares		Amount		Shares		Amount		capital		Deficit			(loss)			Deficit
BALANCE, December 31, 2021		118,177,885	$	118,178		4,447	$	4	$	2,117,599	$	(2,485,432	)	$	118,453		$	(131,198	)

Net loss for the three months ended March 31, 2022		—		—		—		—		—		(578,948	)		—			(578,948	)

Foreign currency translation adjustment		—		—		—		—		—		—			(49,977	)		(49,977	)

BALANCE, March 31, 2022		118,177,885	$	118,178		4,447		4		2,117,599		(3,064,380	)		68,476		$	(760,123	)

Net loss for the three months ended June 30, 2022		—		—		—		—		—		(491,559	)		—			(491,559	)

Foreign currency translation adjustment		—		—		—		—		—		—			50			50

BALANCE, June 30, 2022		118,177,885	$	118,178		4,447	$	4	$	2,117,599	$	(3,555,939	)	$	68,526		$	(1,251,632	)

The accompanying notes are an integral part of these consolidated financial statement.

F-3

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YUBO INTERNATIONAL BIOTECH LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

(Unaudited)

	For the six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(683,994	)		(1,070,507	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		27,881			10,863
Changes in operating assets and liabilities:
Receivables		2,532			16,743
Prepaid expenses		(90,410	)		13,005
Inventory		110,072			22,386
Due from related parties		14,308			95,297
Lease security deposits		6,095			64,270
Accounts payable and accrued expenses		(141,619	)		413,059
Customer deposits		400,485			—
Advances from prospective customers/distributors		(36,215	)		(25,748	)
Due to related parties		205,271			493,974
Net cash provided by (used in) operating activities	$	(185,594	)		33,342

Cash flows from investing activities:
Purchases of property and equipment		—			—
Net cash used in investing activities		—			—

Cash flows from financing activities:		—			—

Effect of exchange rate changes		172,672			(24,279	)

Net increase (decrease) in cash		(12,922	)		9,063
Cash at beginning of period		18,220			27,517
Cash at end of period	$	5,298			36,580
Supplemental Cash Flow Information:
Income taxes paid	$	—		$	—
Interest paid	$	186		$	72

The accompanying notes are an integral part of these consolidated financial statements.

F-4

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YUBO INTERNATIONAL BIOTECH LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the ~~nine~~three and six months ended ~~November~~June 30, ~~2017~~2023 and ~~2016~~ 2022

~~(unaudited)~~(Unaudited)

2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (129,000 ) $ (109,000 )
Adjustments to reconcile net loss to net cash used in operating activities:
Effect on cash of changes in operating assets and liabilities:
Accounts payable, accrued liabilities and all other 73,000 73,000

NET CASH USED IN OPERATING ACTIVITIES (56,000 ) (36,000 )

CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to stockholder 56,000 25,000

NET INCREASE (DECREASE) IN CASH — (11,000 )
CASH:
Beginning of period 1,000 11,000
End of period $ 1,000 $ —

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.

~~See accompanying notes~~

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 ~~unaudited condensed~~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 issued 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 and 2022, 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 were also officers, directors, and controlling beneficial owners of Platinum. Accordingly, the accompanying consolidated financial ~~statements.~~statements include Yubo Beijing’s operations from its inception on June 14, 2016.

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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.

~~Contents~~

~~MAGNA-LAB INC. AND SUBSIDIARY~~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.

~~CONDENSED CONSOLIDATED STATEMENT~~NOTE 2 – SUMMARY OF ~~STOCKHOLDERS' DEFICIT~~

~~For the nine months ended November 30, 2017 (unaudited)~~SIGNIFICANT ACCOUNTING POLICIES

Common Stock Additional Total
Class A Class B Paid In Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit

BALANCE, February 28, 2017 1,178,762 $ 1,000 567 $ — $ 27,290,000 $ (28,663,000 ) $ (1,372,000 )

NET LOSS — — — — — (129,000 ) (129,000 )

BALANCE, November 30, 2017
(unaudited) 1,178,762 $ 1,000 567 $ — $ 27,290,000 $ (28,792,000 ) $ (1,501,000 )

~~See accompanying notes to the unaudited condensed consolidated financial statements.~~

~~Contents~~

~~MAGNA-LAB INC. AND SUBSIDIARY~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~NOTE 1 -~~ ~~BASIS OF PRESENTATION AND CONSOLIDATION:~~Basis of Presentation

The accompanying ~~interim~~consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Interim Financial Information

The unaudited ~~condensed consolidated~~ financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the ~~instructions to~~requirements of Form 10-Q and ~~Article 8~~Rule 8-03 of Regulation S-X ~~for smaller reporting companies~~of the Securities and Exchange Commission. Accordingly, they do not include all of the information and ~~disclosures~~disclosure required by accounting principles generally accepted in the United States of America ~~(“GAAP”). The condensed consolidated~~for complete financial ~~statements include the accounts~~statements. Interim results are not necessarily indicative of Magna-Lab Inc. and its wholly owned subsidiary, Cardiac MRI, Inc. (collectively, the “Company”) and all significant intercompany transactions and balances have been eliminated in consolidation. All adjustments which are ofresults for a ~~normal recurring nature and, in~~full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These ~~interim unaudited condensed consolidated~~ financial statements should be read in conjunction with the ~~more complete information and the Company’s~~ audited ~~consolidated~~ financial statements as of and ~~related notes thereto included in the Company's annual report on Form 10-K~~ for the year ended ~~February 28, 2017.~~December 31, 2022, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The ~~operating results for~~interim financial statements follow the ~~three~~same accounting policies and ~~nine months ended November 30, 2017 are not necessarily indicative~~methods of computations as the ~~results that may be expected~~audited financial statements as of and for the year ~~ending February 28, 2018.~~ ended December 31, 2022.

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 ~~dollar amounts are rounded~~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”)	· A holding company · Incorporated in New York
Platinum International Biotech Co. LTD (“Platinum”)	· A Cayman Island company · Incorporated on April 7, 2020 · A holding company	100% owned by Yubo New York
Platinum International Biotech (Hong Kong) Limited. (“Platinum HK”)	· A Hong Kong company · Incorporated on May 4, 2020 · A holding company	100% owned by Platinum
Yubo International Biotech (Chengdu) Limited (“Yubo Chengdu”)	· A PRC company and deemed a wholly foreign owned enterprise · Incorporated on September 4, 2020 · Subscribed capital of $1,500,000 · A holding company	100% owned by Platinum HK
Yubo International Biotech (Beijing) Limited (“Yubo Beijing”)	· A PRC limited liability company · Incorporated on June 14, 2016 · Subscribed capital of $1,454,038 (RMB 10,000,000) · Stem cell storage and bank	VIE of Yubo Chengdu WFOE
Yubo Jingzhi Biotechnology (ChengDu) Co. Ltd. (“Yubo Jingzhi”)	· A PRC company incorporated on January 21, 2021	100% owned by Yubo Beijing
Yubo Global Biotechnology (Chengdu) Co. Ltd (“Yubo Global)	· A PRC company incorporated on December 20, 2020	100% owned by Platinum HK

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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 ~~nearest thousand dollars.~~Exclusive Consulting Services Agreement among Yubo Beijing, Yubo WFOE, and the Yubo Shareholders, Yubo WFOE agrees to provide, and Yubo Beijing 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 Beijing. The Exclusive Consulting Services Agreement will remain in effect until the acquisition of all assets or equity of Yubo Beijing by Yubo WFOE is complete (as more fully described in the Exclusive Purchase Option Agreement below).

~~NOTE 2~~ ~~- DISCUSSION OF THE COMPANY'S ACTIVITIES AND GOING CONCERN CONSIDERATION:~~Exclusive Purchase Option Agreement

~~Company Activities -~~Under the Exclusive Option Agreement among Yubo Beijing, Yubo WFOE, and the Yubo Shareholders, the Yubo Shareholders granted Yubo WFOE an irrevocable and exclusive purchase option to acquire Yubo Beijing’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 Beijing, 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 Beijing nominated by Yubo WFOE.

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Financial Statements of Yubo Beijing (VIE)

The assets and liabilities of Yubo Beijing (VIE) at June 30, 2023 and December 31, 2022 consist of:

	June 30, 2023			December 31, 2022
Cash	$	1,142		$	3,922
Receivables (net)		593			624
Prepaid Expenses		128,459			52,804
Inventory		212,101			322,173
Due from related parties		279,126			293,434
Property and equipment (net)		22,598			14,766
Intangible assets (net)		58,743			67,679
Operating lease right of use asset		307,737			499,161
Lease security deposit		81,209			85,372
Investment in Yubo Jingzhi (A)		206,791			217,391
Receivables from other consolidated entities (A)		321,594			337,790
Total assets		1,620,093			1,895,116

Accounts payable and accrued expenses		156,917			276,325
Customer deposits		400,485			-
Advances from prospective customers/distributors		423,755			459,970
Due to related parties		1,215,081			1,057,052
Operating lease liabilities		307,737			499,161
Payables to other consolidated entities (A)		415,099			437,826
Total liabilities		2,919,074			2,730,334

Shareholders’ equity	$	(1,298,981	)	$	(835,218	)

(A) Eliminated in consolidation.

Except for $80,340 occupancy expense, $18,378 depreciation expense and $7 other operating expenses for the six months ended June 30, 2023 and except for $370,955 occupancy expense and $33,430 other operating expenses for the six months ended June 30, 2022, all revenues and expenses included in the accompanying Consolidated Statements of Operations for the six months ended June 30, 2023 and June 30, 2022 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=7.0755 RMB for the six months ended June 30, 2023 and $1=6.5277 for the six months ended June 30, 2022), assets and liabilities are translated at the current exchange rate at the end of the period ($1=7.2537 RMB at June 30, 2023 and $1=6.900 RMB at December 31, 2022), 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.

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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 ~~focused~~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 ~~engaging~~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 other 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 ~~“reverse merger” transaction with~~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 ~~unrelated business that would benefit~~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 ~~the Company’s public~~those estimated by management which could have a material effect on our reporting ~~status. Additional activities have included preserving~~results and financial position. Fair value is determined through various valuation techniques including discounted cash ~~making settlements with creditors, attempting to raise capital~~flow models, quoted market values and ~~continuing the Company’s public reporting.~~third-party independent appraisals, as considered necessary.

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Fair Value of Financial Instruments

The Company ~~was previously engaged~~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 ~~research, development~~active markets.

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and ~~commercialization activities until it ceased such activities during~~liabilities in active markets, and inputs that are observable for the ~~period September 2002 through March 2003.~~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 ~~efforts~~incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to ~~raise additional capital~~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 contracts with customers. The five-step model requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or ~~enter into~~agreements with a ~~strategic arrangement~~customer, (2) identifying our contract with performance obligations in ~~order~~the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to ~~complete commercialization of its cardiac diagnostic Illuminator products~~the separate performance obligations, and ~~development of its Artery View product or to seek other means to realize value through sale, license or otherwise have been unsuccessful and therefore, in January 2017,~~(5) recognizing revenue as each performance obligation is satisfied. The Company has concluded that the ~~Company sold such technology~~new guidance did not require any significant change to its ~~President and CEO in exchange for relief from certain liabilities.~~revenue recognition processes.

~~Going Concern Consideration~~ ~~- As indicated~~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 receivables for possible write off. It is our policy to write off 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.

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Our allowance for doubtful accounts reflects our best estimate for losses inherent in the ~~accompanying interim unaudited condensed consolidated~~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. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial ~~statements, at November 30, 2017, the Company had approximately $1,000 of cash~~reporting and approximately $1,501,000 in negative working capital and stockholders’ deficit and negative cash flows from operations. For the nine months ended November 30, 2017, the Company had a net loss of approximately $129,000 and utilized approximately $56,000 of cash in operating activities. Further, losses are continuing subsequent to November 30, 2017. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2017. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” Management’s plans to raise capital, enter into a strategic arrangement or sell or merge with an unrelated business have not been successful to date and there can be no assurance that management’s plans can be realized at all. While a shareholder provided the Company with an additional loans subsequent to November 30, 2017 (Note 4), such amounts are not sufficient to continue operations for the coming twelve months and the Company has no commitment for further financing. These factors, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. No adjustments have been made in the accompanying condensed consolidated financial statements to the amounts and classificationtax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which ~~could result should~~ the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely than not that some portion, or all, of the deferred tax assets will not be ~~unable to continue as a going concern.~~

~~NOTE 3 –~~ ~~NET LOSS PER COMMON SHARE:~~realized.

The Company ~~complies with~~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 ~~reporting requirements~~penalties related to unrecognized tax benefits, if and when required, as part of ~~U.S. GAAP with respect to computing its net~~income tax expense in the consolidated statements of operations.

Net Loss per Share

Basic loss per ~~common share. Net loss per common~~ share is computed ~~based on~~by dividing net loss by the weighted average number of Class A ~~Common~~ and Class B ~~Common shares outstanding.~~

~~Contents~~

~~Basic loss per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average~~ common shares outstanding ~~for~~during the period.

Diluted loss per share reflects the potential dilution that could occur if dilutive securities ~~or other contracts to issue common~~(such as stock options and convertible securities) were exercised or converted into common ~~stock or resulted~~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 ~~issuance~~consolidated statements of ~~common stock that then shared~~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 ~~earnings~~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.

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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 ~~entity. Since there are no options, warrants or derivative securities outstanding, basic and diluted loss per share were the same for the three and nine month periods ended November 30, 2017 and 2016.~~

~~NOTE 4 –~~ ~~NOTES PAYABLE – RELATED PARTY:~~

~~Notes payable include 12% unsecured notes payable to~~respective leases (See Note 8), ASU 2016-02 has not had a significant effect on the Company’s ~~principal stockholder, Magna Acquisition LLC (“MALLC”) in the aggregate principal amount~~financial position or results of approximately $580,000, plus approximately $474,000 of interest accrued. Such notes become due 120 days after issuance and, as such, approximately $566,000 principal amount of such notes are overdue at November 30, 2017. The notes that are overdue bear interest at 15% per year subsequent to their maturity date.operations.

The Company ~~intends to make a proposal to this principal stockholder to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.~~

~~Subsequent to November 30, 2017 MALLC loaned an additional approximately $5,000 to the Company on the same terms as above.~~

~~NOTE 5 –~~ ~~ACCOUNTS PAYABLE AND ACCRUALS:~~

Accrued expenses and other current liabilities includes approximately $18,000 payable to a third party, guaranteed by our principal stockholder, for amounts paid to an account payable in October 2007 on our behalf. This amount is repayable if the proposed merger transaction with this party was not completed. This party subsequently merged with a third party and abandoned its possible transaction with the Company, however there has not been a demand for repayment of this amount. The Company believes it would be entitled to an offset for recovery of certain costs from this third party associated with that proposed transaction pursuant to understandings between the parties.

Some of the amounts recorded as accounts payable may have passed the statute of limitations for purposes of the vendor seeking recovery of such monies. The Company has not undertaken a formal study to evaluate recorded payables past the statute of limitations for purposes of possible write-off of such payables. See also Notes 3 and 8 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2017 for other information on outstanding liabilities and related matters.

There was no activity in the restructuring accrual for the pre-1997 activities during the three and nine months ended November 30, 2017 or 2016. The Company periodically adjusts the remaining accrual based on the status of the matters and activity given the passage of time.

~~NOTE 6 –~~~~STOCK-BASED COMPENSATION:~~

In accordance with GAAP, the Company recognizes the cost of employee services received in exchange for awards of equity instruments in the financial statements based on the grant date fair value of those awards. Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant. The fair value of each option or warrant grant under GAAP is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions: risk free interest rate of 5%; no dividend yield; expected option lives of five to nine years and expected volatility in excess of 200%.

In April 2004, the Board of Directors agreed to reserve 90,000 shares of class A common stock for issuance to directors and management in the event that their efforts result in Board approval of a merger or financing transaction. The criteria for recognition of this share compensation was met on July 24, 2008 and the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of the 90,000 shares at the date of entry into the agreement at the closing bid price of the Company’s stock. Because of cash constraints, the Company has not been able to issue such shares. However, for accounting purposes, the Company has accounted for such shares as though they have been issued.

~~Contents~~

~~NOTE 7 –~~ ~~EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:~~

~~Management~~ does not believe ~~that any~~other recently issued but not yet effective accounting standards, if currently adopted, would have a material ~~effect~~impact on ~~the accompanying interim unaudited condensed~~its consolidated financial ~~statements.~~position, statements of operations or cash flows.

NOTE 3 – GOING CONCERN

~~Contents~~

The Company’s financial statements as of June 30, 2023 and December 31, 2022 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. At June 30, 2023, the Company had cash of $5,298 and negative working capital of $2,248,249. For the six months ended June 30, 2023 and June 30, 2022, the Company had losses of $683,994 and $1,070,507, 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.

NOTE 4 – INVENTORY

Inventory consisted of the following:

June 30,

December 31,

2023

2022

(Unaudited)

Nebulizers and components

$ 46,823

$ 50,894

Oral liquid health products

67,453

76,239

Beauty care products

96,104

104,500

Soft drinks

-

87,725

Other

1,721

2,815

Total Inventory

$ 212,101

$ 322,173

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NOTE 5 – DUE FROM RELATED PARTIES
Due from related parties consisted of:

June 30,

December 31,

2023

2022

(Unaudited)

Beijing Zhenhuikang Biotechnology Co., LTD (“Zhenhuikang”) (1)

$ 279,126

$ 293,434

Total Due from Related Parties

$ 279,126

$ 293,434

(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. The due from related parties receicable is non-interest bearing and due on demand.
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment, net, consisted of the following:

June 30,

December 31,

2023

2022

(Unaudited)

Leasehold improvements

$ 330,494

$ 282,681

Construction in progress

182,877

323,832

Air conditioning equipment

22,351

20,343

Office equipment

23,854

28,230

Total property and equipment

559,576

655,086

Less accumulated depreciation and amortization

(35,793 )

(38,434 )
Property and equipment, net

$ 523,783

$ 616,652

For the three months ended June 30, 2023 and 2022, depreciation and amortization of property and equipment was $15,512 and $3,290, respectively.
For the six months ended June 30, 2023 and 2022, depreciation and amortization of property and equipment was $22,103 and $6,818, respectively.
NOTE 7 – INTANGIBLE ASSETS
Intangible assets, net, consisted of the following:

June 30,

December 31,

2023

2022

(Unaudited)

Distribution software

$ 34,124

$ 35,784

Experience center software

39,017

41,017

Patents acquired from related party

10,920

11,569

Total intangible assets

84,061

88,370

Less: Accumulated amortization

(25,318 )

(20,691 )
Intangible assets, net

$ 58,743

$ 67,679

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For the three months ended June 3, 2023 and 2022, amortization of intangible assets expense was $2,810  and $1,994, respectively.
For the six months ended June 30, 2023 and 2022, amortization of intangible assets expense was $5,778 and $4,045, respectively.
At June 30, 2023, the expected future amortization of intangible assets expense was:
Year ending December 31, 2023

$ 6,610

Year ending December 31, 2024

15,546

Year ending December 31, 2025

15,546

Year ending December 31, 2026

9,659

Thereafter

11,382

Total

$ 58,743

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 ($23,001 through July 31, 2023 and RMB 176,833 ($24,378) 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 provided for a lease term of 5 years from March 1, 2021 to February 28, 2026. The lease provided for monthly rent of RMB 299,277 ($41,259) through February 28, 2024 and RMB 317,233 ($43,734) from March 1, 2024 to February 28, 2026. In the fourth quarter of 2022, the lease was terminated with an effective date of September 1, 2021.
Also in the fourth quarter of 2022, effective September 1, 2021, Yubo Jingzhi executed a lease agreement with Sichuan Anyi Hengke Tech Co. to rent approximately 1,282 square meters of laboratory space in the same building in Chengdu China as that relating to the terminated lease discussed in the preceding paragraph. This lease provides for monthly rent of RMB 56,611 ($7,804) from September 1, 2021 to February 28, 2024 and monthly rent of RMB 58,449 ($8,058) from March 1, 2024 to February 28, 2026.
At June 30, 2023, the future undiscounted minimum lease payments under the two noncancellable leases are as follows:

As of June 30,
2023

Year ending December 31, 2023

$ 202,206

Year ending December 31, 2024

281,436

Year ending December 31, 2025

101,988

Year ending December 31, 2026

16,998

Total

$ 602,628

The operating lease liabilities totaling $560,605 at June 30, 2023 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 $602,628 at June 30, 2023.
For the three months ended June 30, 2023 and June 30, 2022, occupancy expense attributable to leases was $52,777 and $299,217, respectively.
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For the six months ended June 30, 2023 and June 30, 2022, occupancy expense attributable to leases was $163,594 and $558,492, respectively.
NOTE 9 – ADVANCES FROM PROSPECTIVE CUSTOMERS/DISTRIBUTORS
Advances from prospective customers/distributors consists of:

In RMB

In USD

Source of Advance

June 30,
2023

December 31,
2022

June 30,
2023

December 31,
2022

Advancer 1

¥
1,544,748

¥
1,544,748

$ 212,960

$ 223,877

Advancer 2

550,000

550,000

75,823

79,710

Advancer 3

500,000

500,000

68,930

72,464

Advancer 4

348,000

348,000

47,976

50,435

Advancer 5

50,000

50,000

6,893

7,246

Advancer 6

50,000

50,000

6,893

7,246

Advancer 7

31,012

31,012

4,275

4,494

Advancer 8

31

31

4

5

Advancer 9

—

100,000

—

14,493

¥
3,073,791

¥
3,173,791

$ 423,755

$ 459,970

The related verbal agreements between Yubo Beijng and the nine advancers provide for the nine advancers 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 advancers have the right to request the return of their advances.
NOTE 10 – DUE TO RELATED PARTIES
Due to related parties consisted of the following:

June 30,

December 31,

2023

2022

(Unaudited)

Mr. Yang Wang (1)

$ 437,246

$ 417,609

Mr. Jun Wang (2)

817,835

639,443

Ms. Huang Li (3)

53,807

56,565

Mr. Jin Wei (4)

10,000

Total

$ 1,318,888

$ 1,113,617

(1)
Mr. Yang Wang controls 20.85% of the outstanding Class A common stock of Yubo New York and is a director of the Company and Yubo Beijing.
(2)
Mr. Jun Wang controls 33.34% of the outstanding Class A common stock of Yubo New York and is the CEO of the Company and Yubo Beijing.
(3)
Ms. Huang Li is a shareholder of Focus One Technology Group Limited (“Focus One”). Focus One owns 9.62% of the issued and outstanding Class A common stock of the Company.
(4)
Mr. Jin Wei controls 9.62% of the outstanding Class A commons stock of Yubo New York.
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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, 119,816,343 shares issued and outstanding at June 30, 2023 and December 31, 2022.
Common Stock Class B – par value 0.001 per share, 3,750,000 shares authorized, 4,447 shares issued and outstanding at June 30, 2023 and December 31, 2022.
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 %
On September 2, 2022, the Company issued 1,638,458 shares of its class A Common stock to World Precision Medicine Technology, Inc. (“World Precision”) in settlement of a $819,229 liability due to World Precision.
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 June 30, 2023 and December 31, 2022.
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)
1,000,000
Total
10,000,000
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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 $1,454,038 (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 June 30, 2023, Yubo Chengdu, Yubo Jingzhi, Yubo Global, and Yubo Beijing have not generated any profit and had negative retained earnings as of June 30, 2023. 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.
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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 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 ($27,545 at the 7.2537 current exchange rate at June 30, 2023). As of June 30, 2023, 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, April 14, 2022 and September 7, 2022, World Precision Medicine Technology, Inc. provided the Company additional loans of $70,000, $50,000, and $99,229, respectively. The three loans were due on demand and non-interest bearing.  In September 2022, the $819,229 loans owed to World Precision Medicine Technology Inc. were settled by conversion into 1,638,458 shares of Class A common stock at $0.50 per share. See Note 11 – Shareholders’ Equity above.
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 June 30, 2023.
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 June 30, 2023.
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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, $649,871 for the year ended December 31, 2021, $961,446 for the year ended December 31, 2022, and $535,377 for the six months ended June 30, 2023. Yubo Global had a net loss of $488,790 for the year ended December 31, 2021, net income of $23,257 for the year ended December 31, 2022, and a net loss of $23,145 for the six months ended June 30, 2023. Yubo Jingzhi had a net loss of $1,207 for the year ended December 31, 2021, a net loss of $145,763 for the year ended December 31, 2022 and a net loss of $75,579  for the six months ended June 30, 2023 . These losses can be carried forward for five years to reduce future years’ taxable income through year 2024 to year 2028. 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 June 30, 2023 and December 31, 2022.
The components of deferred tax assets were as follows:

June 30,
2023

December 31,
2022

(Unaudited)

Net operating losses carry forward

$ 921,707

$ 763,182

Valuation allowance

(921,707 )

(763,182 )
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
six months
ended
June 30,
2023

For the
six months
ended
June 30,
2022

(Unaudited)

(Unaudited)

Income tax (benefit) at 25%

$ (170,999 )

$ (267,609 )
Net loss of Platinum

12,474

8,232

Increase in valuation allowance

158,525

259,394

Other

—

(17 )
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 June 30, 2023 and December 31, 2022.
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NOTE 14 – COMMITMENTS AND CONTINGENCIES
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 $68,930 at June 30, 2023). 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 46.82% and 23.41%, respectively, of total sales for the six months ended June 30, 2023.
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Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~Forward Looking Statements~~

~~Some~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements for the ~~statements contained in~~three and six months ended June 30, 2023 and 2022 included under “Part IFinancial Information—Item 1. Financial Statements” of this ~~report discuss our plans~~Quarterly Report. In addition to historical information, this discussion and ~~strategies for our business or state other~~analysis contains forward-looking statements ~~as this term is defined in the Private Securities Litigation Reform Act of 1995. Statements~~ that are not statements of historical facts may be deemed to be forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "should," "seek," "will," and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management. However, variousinvolve risks, uncertainties and ~~contingencies could cause our~~assumptions. Our actual results ~~performance or achievements to~~may differ materially from those ~~expressed~~anticipated in ~~or implied by,~~ these ~~statements. See~~forward-looking statements as a result of certain factors, including, but not limited, to those set forth under “Part II Other Information—Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K ~~for~~filed with the ~~year ended February 28, 2017 for a discussion of certain known risks; also see Part II, Item 1A.~~SEC on April 14, 2023.

Corporate Overview ~~Background and History~~

We are ~~currently~~ a ~~“shell company”~~U.S. holding company primarily operating through our wholly owned subsidiary, Platinum. Platinum is not a Chinese operating company but a Cayman Islands holding company which in turn operates in China through its subsidiaries and contractual arrangements with ~~no meaningful assets or operations other than our efforts to identify and merge with an~~Yubo Beijing, the Chinese operating company. None of our Company, Platinum, or Platinum HK, each as a holding company, conducts any day-to-day business operations in China.

Yubo Beijing conducts the day-to-day business operations of our Company in China through contractual relationships with us. Yubo Beijing is a technology company focused on the research and development and application of endometrial stem cells. Yubo Beijing is committed to building the first public endometrial stem cell repository in the world. Yubo Beijing offers its products and services under the brand “VIVCELL.” Yubo Beijing’s product offerings include healthcare products for respiratory system, skincare products, hair care products, healthy beverages and male and female personal care products. Yubo Beijing also offers stem cell related services including cell testing and health management consulting services.

Key factors affecting our results of operations include revenues, cost of goods sold, operating expenses and income and taxation.

The VIE and China Operations

We ~~no longer~~are a U.S. holding company primarily operating through our wholly owned subsidiary, Platinum. Platinum is not a Chinese operating company but a Cayman Islands holding company, which in turn operates in China through (i) its Hong Kong and PRC subsidiaries, including Yubo Jingzhi, Yubo Global, and the WFOE, in which we hold equity ownership interests, and (ii) Yubo Beijing, a Chinese operating company that conducts the day-to-day business operations in China as described in this Quarterly Report. We do not own any equity interest in Yubo Beijing or Yubo Jingzhi.

We manage Yubo Beijing through the WFOE. On September 11, 2020, the WFOE entered into a series of contractual arrangements with Yubo Beijing and its shareholders, allowing us to exercise effective control over Yubo Beijing. These agreements include:

	·	Exclusive Consulting Services Agreement. Pursuant to the Exclusive Consulting Services Agreement, the WFOE agreed to provide, and Yubo Beijing agreed to accept, exclusive management services provided by the WFOE. The Exclusive Consulting Services Agreement was amended in March 2022 for the sole purpose of clarifying the fee structure under such agreement. Pursuant to the amendment, Yubo Beijing agreed to compensate the WFOE, Yubo Chengdu, for its services on an annual basis. Under the amendment, the WFOE is entitled to receive 90% of the after-tax profit from Yubo Beijing annually following the closing of Yubo Beijing’s annual accounts. In light of such arrangement, the WFOE is considered a primary beneficiary of benefits that are otherwise potentially significant to Yubo Beijing. The amendment did not change the contractual relationships that we have with Yubo Beijing. Since Yubo Beijing has not generated any after-tax profit to date, Yubo Beijing has not paid any fee to the WFOE to date.
	·	Exclusive Option Agreement. Pursuant the Exclusive Option Agreement, the shareholders of Yubo Beijing granted the WFOE an irrevocable and exclusive purchase option to acquire Yubo Beijing’s equity and/or assets at a nominal consideration. The WFOE may exercise the purchase option at any time.
	·	Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement, the shareholders of Yubo Beijing pledged all of their equity interests in Yubo Beijing, including the proceeds thereof, to guarantee all of the WFOE’s rights and benefits under the Exclusive Consulting Services Agreement and the Exclusive Option Agreement.

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We do not have any ~~full-time employees and our Chief Executive and Chief Financial Officers serve on a part-time consulting basis.~~

~~Prior to March 2003, our business had been focused on pre-revenue development and commercialization~~equity ownership interest in, direct foreign investment in, or control through such contractual agreements of disposable medical devices designed to enhance the effectiveness of magnetic resonance imaging in detection and diagnosis of heart disease. Due to the unavailability of funding, beginning in the fall of 2002 we essentially ceased all of our operations including product development and commercialization activities. Our efforts to realize value for our prior business and MRI technology have been unsuccessful.Yubo Beijing. As a result of our contractual relationships with Yubo Beijing, we ~~view~~consolidate Yubo Beijing’s financial results in our ~~most viable option~~consolidated financial statements and are the primary beneficiary of Yubo Beijing for accounting purposes only. Our corporate structure involving the VIE provides investors with contractual exposure to foreign investment in China-based companies where PRC laws prohibit direct foreign investment in Chinese operating companies in certain industries, such as Yubo Beijing. This structure involves unique risks to investors. For example, management through these contractual arrangements may be less effective than direct ownership, and we could face heightened risks and costs in enforcing these contractual arrangements, because there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to these contractual arrangements. Our contractual arrangements with Yubo Beijing have not been tested in a court of law. If the PRC government finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in Yubo Beijing or forfeit our rights under the contractual arrangements. See “Item 1A. Risk Factors—Risks Related to Our Corporate Structure.”

The OTCQB^®Venture Market

On April 24, 2023, shares of our Class A common stock began being quoted on The OTCQB^® Venture Market under the symbol “YBGJ”.

COVID-19

On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be ~~merging with an unrelated operating company~~a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s and China’s responses to the pandemic have significantly affected the economy. There are no comparable events that ~~would benefit from our status~~provide guidance as to the ultimate effect the Covid-19 pandemic may have, and, as a ~~reporting company~~result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

Regulatory Developments

Implication of the Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that an issuer’s audit reports issued by a registered public accounting firm have not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such issuer’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022. the AHFCAA amended the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. We will be required to comply with these rules if the SEC identifies us as a Commission-Identified Issuer (as defined in the final rules) under a process to be subsequently established by the SEC, and the SEC could prohibit the trading of our securities on national securities exchanges if we are identified as a Commission-Identified Issuer. Under the HFCA Act, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our shares being delisted.

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On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the CSRC and the Ministry of Finance of the PRC (the “MOF”). The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

The PCAOB reassessed the 2021 PCAOB Determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating in mainland China and Hong Kong completely. The PCAOB sent its inspectors to conduct on-site inspections and investigations of firms headquartered in mainland China and Hong Kong from September to November 2022.

On December 15, 2022, the PCAOB announced in the 2022 Determination its determination that the PCAOB was able to secure complete access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong, and the PCAOB Board voted to vacate previous determinations to the contrary. Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, including by the CSRC or the MOF, the PCAOB will make determinations under the HFCAA as and when appropriate.

As of the date of this Quarterly Report, our auditor, Michael T. Studer CPA P.C., an independent registered public accounting firm headquartered in the United States, is currently subject to PCAOB inspections and has been inspected by the PCAOB on a regular basis. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a ~~so-called “reverse merger” transaction. Entering into a “reverse merger” would likely involve very substantial dilution~~foreign jurisdiction, then such lack of inspection could cause trading in our securities to be delisted from the stock exchange in the United States pursuant to the ~~existing stockholders. It would, however, provide an opportunity~~HFCA Act.

Cybersecurity Review Measures

On December 28, 2021, the Cyberspace Administration of China (“CAC”) published the revised Measures for Cybersecurity Review (“CRM”), which further restates and expands the applicable scope of the cybersecurity review. The revised CRM took effect on February 15, 2022. Pursuant to ~~return some value~~the revised CRM, if a network platform operator holding personal information of over one million users seeks for “foreign” listing, it must apply for the cybersecurity review, and operators of critical information infrastructure purchasing network products and services are also obligated to ~~stockholders. While~~apply for the cybersecurity review for such purchasing activities. Although the CRM provides no further explanation on the extent of “network platform operator” and “foreign” listing, we do not believe we are obligated to apply for a cybersecurity review pursuant to the revised CRM, considering that (i) we are not in possession of or otherwise holding personal information of over one million users and it is also very unlikely that we will reach such threshold in the near future; and (ii) as of the date of this Quarterly Report, we have not received any notice or determination from applicable PRC governmental authorities identifying it as a CIIO or requiring us to go through cybersecurity review or similar government reviews. That being said, considering that the revised CRM empowers the cybersecurity review office to initiate cybersecurity review when they believe any particular data processing activities “affect or may affect national security”, and that the revised CRM is new, it is uncertain whether the competent government authorities will deem that Yubo Beijing’s data processing activities may affect national security and thus initiating the cybersecurity review against Yubo Beijing’s businesses, and whether the competent government authorities, including the CAC, will adopt new laws, regulations or rules related to the revised CRM subjecting Yubo Beijing or its business to the cybersecurity review. We cannot guarantee, however, that we will not be subject to the cybersecurity review in the future. If a cybersecurity review is determined to apply to us in the future, we may be required to suspend our operations or experience other disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial condition, and results of operations. Failure of cybersecurity, data privacy and data security compliance which may be identified during any of such cybersecurity review could subject Yubo Beijing to penalties, damage its reputation and ~~explored merging~~brand, and harm its business and results of operations.

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That being said, the revised CRM empowers the cybersecurity review office to initiate cybersecurity review when they believe any particular data processing activities “affect or may affect national security.” In addition, on 14 November 2021, the CAC promulgated the Regulations on the Administration of Cyber Data Security (Draft for Comments) (the “Draft CAC Regulations”), and according to the Draft CAC Regulations, any data processors shall, in accordance with relevant state provisions, apply for a cybersecurity review when carrying out, among other things, “other data processing activities that affect or may affect national security.” However, neither the revised CRM nor the Draft CAC Regulations provides for any further explanation or interpretation over what constitutes activities that “affect or may affect national security.” Therefore, if any competent government authorities deem that Yubo Beijing’s data processing activities may affect national security or if the competent government authorities, including the CAC, adopt new laws, regulations or rules related to the revised CRM, we may be subject to cybersecurity review, and in that scenario, we may be required to suspend our operations or experience other disruptions to our operations. Cybersecurity review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial condition, and results of operations. Failure to pass such cybersecurity review and/or to comply with the data privacy and data security requirements raised during a cybersecurity review could subject Yubo Beijing to penalties, damage its reputation and brand, and harm its business and results of operations.

Furthermore, on August 20, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Personal Information Protection Law (the “PIPL”), which took effect in November 2021. The PIPL provides that any entity involving processing of personal information (“PI Handler”) shall take various measures to prevent the disclosure, modification or losing of the personal information processed by such entity, including, but not limited to, formulating a related internal management system and standard of operation, conducting classified management of personal information, taking safety technology measures to encrypt and de-identify the processed personal information, providing regular safety training and education for staff and formulating a personal information safety emergency accident plan. The PIPL further provides that a PI Handler shall conduct a prior evaluation of the impact of personal information protection before the occurrence of various situations, including, but not limited to, processing of sensitive personal information (personal information that, once leaked or illegally used, may lead to discrimination against an individual or serious harm to an individual’s personal or property safety, including information on an individual’s ethnicity, religious beliefs, personal biological characteristics, medical health, financial accounts, personal whereabouts), using personal information to make automated decisions and providing personal information to any overseas entity. Notably, in case of cross-border transfer of personal information, the PIPL requires the PI Handler to either (i) complete a mandatory security assessment by CAC, (ii) complete the personal information protection certification (the “PIPC”) by a certification institution designated by the CAC, or (iii) conclude a standard contract provided by CAC with the foreign recipients.

On July 7, 2022, the CAC promogulated the Outbound Data Transfer Security Assessment Measures (the “Measures”), which became effective on September 1, 2022. According to the Measures, a PI Handler should declare a mandatory security assessment for its outbound data transfer to the CAC through the local provincial cyberspace administration under the following circumstances (i) where such PI Handler provides critical data outside the territory of the PRC, (ii) where the PI Handler being a CIIO or processing the personal information of more than one million individuals provides personal information outside the territory of the PRC, (iii) where a PI Handler has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total outside the territory of the PRC since January 1 of the previous year; or (iv) other circumstances prescribed by the CAC for which declaration for security assessment for cross-border data transfers is required. Considering that (i) Yubo Beijing is not in possession of or otherwise holding personal information of over one million users and it is also very unlikely that we will reach such threshold in the near future; (ii) as of the date of this Quarterly Report, Yubo Beijing has not received any notice or determination from applicable PRC governmental authorities identifying Yubo Beijing as a CIIO, or as a processor of critical data, and (iii) since January 1, 2022, Yubo Beijing has not provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals outbound accumulatively, we do not believe we are currently obliged to declare a mandatory security assessment under the Measures. However, according to the draft version of the PRC national standard “Information security technology—Guideline for identification of critical data” dated January 2022, information related to human genetic resources might fall into the scope of critical data. Although this national standard has not released its final version and become effective yet, if we are deemed to be a PI Handler providing critical data outbound in the future, we might be subject to the mandatory security assessment as mentioned above.

On November 4, 2022, the CAC and the State Administration for Market Regulation (the “SAMR”) jointly issued the Notification on the Implementation of Personal Information Protection Certification, formally initiating the mechanism of PIPC. In parallel, on December 16, 2022, the National Information Security Standardization Technical Committee released an updated version of the Guidance on Network Security Standardized Practice – Specification for Certification of Personal Information Cross-Border Processing Activities, which provides the general principles and detailed requirements for cross-border PIPC.

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On February 22, 2023, the CAC published the Measures for the Standard Contract for Cross-Border Transfer of Personal Information, along with the final version of the standard contract for the cross-border transfer of personal information outside of mainland China (the “PRC Standard Contract”), which will be effective on June 1, 2023. A PI Handler may choose either (i) to complete a PIPC, or (ii) to conclude a PRC Standard Contract with a foreign recipient and provide it along with other required materials to relevant governmental authorities for filing to ensure the legality of a cross-border transfer of personal information, as long as not falling into the circumstances required for a mandatory security assessment as mentioned above.

Yubo Beijing’s business involves the processing of personal information of customers using Yubo Beijing’s healthcare products and receiving Yubo Beijing’s services, which may be deemed as sensitive personal information. Considering that (i) Yubo Beijing has not provided the personal information collected and gathered in its business outside the territory of China, (ii) our Company do not have the access to the personal information gathered by Yubo Beijing, based on our understanding of current PRC laws and regulations, we are not subject to the regulations over the cross-border transfer of personal information so far. However, given that the national security legal framework imposes stricter data localization and protection requirements on personal information and human health-related data in recent years, we might need to maintain the data and personal information collected and generated in our business in mainland China, enter into standard contracts with the overseas recipients of any personal information processed by us (if any), conduct self-assessments, undergo security assessments, or even obtain the requisite approvals from the Chinese government if the transmission of such information and data outside of mainland China is needed, which could significantly increase our operating costs or cause delays or disruptions in our business operations. Furthermore, if Yubo Beijing does not take measures to review and improve its mechanisms in protecting personal information, failure of personal information protection compliance could subject Yubo Beijing to penalties, damage its reputation and brand and harm its business and results of operations.

Other

To operate its business activities in China, Yubo Beijing is required to obtain the following licenses and approvals. Yubo Beijing has obtained such licenses and approvals, and, to date, no application for any such licenses and approvals has been denied.

Licenses and Approvals		PRC Regulatory Authority

Food Operation License Permit		Xicheng District Market Supervision and Administration Office of Beijing Municipality

Medical License Distribution Enterprise Filing Certificate		Xicheng District Market Supervision and Administration Office of Beijing Municipality

Major Customers

Yubo Beijing has historically generated most of its revenue from a limited number of ~~candidates over~~customers. Two customers accounted for approximately 46.8% and 23.4% of Yubo Beijing’s total sales for the ~~past few years,~~six months ended June 30, 2023.

Corporate Information

Our principal executive offices are located at room 105, building 5, 31 Xishiku Avenue, Xicheng District, Beijing, PRC 100034. Our telephone number is +86 (040) 0677-6010. Our website address is http://www.yubogroup.com/. The information contained in, or that can be accessed through, our website is not incorporated by reference into, and ~~entered into definitive agreements~~is not a part of, this Quarterly Report. You should not consider any information on our website to be part of this Quarterly Report or in decides whether to purchase our securities. We have included our website address in this Quarterly Report solely for informational purposes.

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Critical Accounting Principles

This section discusses our financial statements, which have been prepared in accordance with ~~one candidate (which agreement was subsequently terminated) we have no commitments~~accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to ~~merge with any company~~make estimates and assumptions that affect the reported amounts of assets and liabilities at the ~~present time.~~date of the financial statements and the reported amounts of income and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. We consider certain accounting policies related to fair value measurements and earnings per share to be critical accounting policies that require the use of significant judgments and estimates relating to matters that are inherently uncertain and may result in materially different results under different assumptions and conditions. See Note 2 – Summary of Significant Accounting Policies to our unaudited consolidated financial statements for the three and six months ended June 30, 2023 and 2022 included elsewhere in this Quarterly Report.

As of June 30, 2023, the impact of COVID-19 on our business continued to unfold. As a result, many of our estimates and assumptions carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change in future periods.

Recently Issued and Adopted Accounting Pronouncements

In ~~January 2017,~~February 2016, the ~~Company’s~~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. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. For more information, see Note 2: Summary of Significant Accounting Policies to our unaudited consolidated financial statements for the three and six months ended June 30, 2023 and 2022 included elsewhere in this Quarterly Report.

We do 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.

Results of Operations for the Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022 and for the Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

Sales, Cost of Goods Sold and Gross Profit

Our sales decreased to $1,430 for the three months ended June 30, 2023 from $7,970 for the three months ended June 30, 2022, primarily as a result of decrease in the sales of beauty care products and oral liquid health products. Our cost of goods sold decreased to $545 for the three months ended June 30, 2023 from $2,119 for the three months ended June 30, 2022, primarily as a result of decrease in sales. As a result, our gross profit decreased from $5,851 for the three months ended June 30, 2022 to $885 for the three months ended June 30, 2023.

Our sales increased to $153,880 for the six months ended June 30, 2023 from $23,183 for the six months ended June 30, 2022, primarily as a result of increase in sales of beauty care products and oral liquid health products. Our cost of goods sold increased to $96,839 for the six months ended June 30, 2023 from $9,066 for the six months ended June 30, 2022, primarily as a result of increase in sales. As a result, our gross profit increased from $14,117 for the six months ended June 30, 2022 to $ for the six months ended June 30, 2023.

Operating Expenses

Our operating expenses decreased to $368,161 for the three months ended June 30, 2022 from $497,351 for the three months ended June 30, 2022, primarily as a result of decrease in occupancy expense.

Our operating expenses decreased to $740,849 for the six months ended June 30, 2023 from $1,084,552 for the six months ended June 30, 2022, primarily as a result of decrease in occupancy expense.

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Loss from Operations

Our loss from operations was $367,276 for the three months ended June 30, 2023, as compared to $491,500 for the three months ended June 30, 2022. The decrease was primarily due to a decrease in operating expenses of $129,190.

Our loss from operations was $683,808 for the six months ended June 30, 2023, as compared to $1,070,435 for the six months ended June 30, 2022. The decrease in loss from operations was primarily due to increase of gross profit of $42,924 and decrease in operating expenses of $343,703.

Other Income (Expense)

Our other income (expense) was $(51) for the three months ended June 30, 2023, as compared to $(59) for the three months ended June 30, 2022. The decrease was primarily due to decrease in bank interest expense.

Our other income (expense) was $(186) for the six months ended June 30, 2023, as compared to $(72) for the six months ended June 30, 2022. The increase was primarily due to increase in bank interest expense.

Net Loss

Our net loss was $367,237 for the three months ended June 30, 2023, as compared to $491,559 for the three months ended June 30, 2022. The decrease was primarily due of a decrease in operating expenses of $129,190.

Our net loss was $683,994 for the six months ended June 30, 2023, as compared to $1,070,507 for the six months ended June 30, 2022. The decrease in net loss was primarily due to increase of gross profit of $42,924 and decrease in operating expenses of $343,703.

Liquidity and Capital Resources

As of June 30, 2023, we had cash and equivalents on hand of $5,298 and a negative working capital of $2,248,249. Generally, the primary sources of our funds have been cash from operations, loans from our shareholders and capital contributions. We believe that our cash on hand and working capital will be sufficient to meet our and Yubo Beijing’s anticipated cash requirements through 2023. We intend to continue working toward identifying and obtaining new sources of financing and we intend to raise additional capital in the third and fourth quarters of 2023. No assurances can be given that we will be successful in obtaining additional financing in the future. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, we may be required to delay, scale back or eliminate portions of Yubo Beijing’s operations, cease operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund Yubo Beijing’s continued operations and the expansion efforts.

We expect to incur significant legal and accounting costs in connection with being a public company. We expect those fees will be significant and will continue to impact our liquidity. Those fees will be higher as our business volume and activity increases.

Cash Flows

Net cash provided by (used in) operating activities

Net cash used in operating activities was $185,594 for the six months ended June 30, 2023, as compared to net cash provided by operating activities of $33,342 for the six months ended June 30, 2022. The decrease was primarily due to decreases in accounts payable and accrued expenses and due to related parties, offset by an increase in customer deposits.

Net cash provided by (used in) investing activities

Net cash provided by (used in) investing activities was nil for the six months ended June 30, 2023 and 2022.

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Net cash provided by (used in) financing activities

Net cash provided by (used in) financing activities was nil for the six months ended June 30, 2023 and 2022.

Current Liabilities

As of June 30, 2023, Yubo Beijing received an aggregate amount of $423,755 from nine PRC entities. The related verbal agreements 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.

Shareholder Loans

In May and November 2021 and April and September 2022, we entered into several verbal loan agreements with World Precision Medicine Technology Inc. (“World Precision”), a company owned and controlled by Mr. Cheung Ho Shun, our existing shareholder, which provided the Company with working capital loans of an aggregate principal amount of $819,229. Such loans have been settled by our issuance of an aggregate of 1,638,458 new shares of our Class A common stock to World Precision in September 2022. As of the date of this Quarterly Report, Mr. Cheung Ho Shun is the beneficial owner of an aggregate of 7,121,458 shares of our Class A common stock, representing approximately 5.9% of the total shares of such class issued and outstanding.

As of June 30, 2023, we also had payables due to Mr. Jun Wang, our director, President and Chief Executive Officer, ~~(the “CEO”) entered into~~in the amount of $817,835, to Mr. Yang Wang, our director, in the amount of $437,246, to Mr. Huang Li, our indirect shareholder, in the amount of $53,807, and to Mr. Jin Wei, our shareholder, in the amount of $10,000.

All of our shareholder loans are due on demand and non-interest bearing.

Going concern

The accompanying interim unaudited consolidated financial statements for the three and six months ended June 30, 2023 and 2022 included an ~~Asset Purchase Agreement (the “Purchase Agreement”) with~~explanatory note referring to our recurring operating losses and expressing substantial doubt in our ability to continue as a going concern. Our consolidated financial statements have been prepared on a going concern basis, which assumes the ~~Company. Under the Purchase Agreement, the CEO purchased all~~realization of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO (a) assumed all liabilities of the Company related exclusively to the purchased assets and ~~(b) agreed~~settlement of liabilities in the normal course of business. To date, we have not yet established an ongoing source of revenues and cash flows sufficient to ~~forgiveness of all indebtedness owing from the Company totaling approximately $110,000 including intellectual property counsel fees~~cover our operating costs and costs, $68,000 of which had been paid by and is therefore due to the CEO for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. The CEO ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

~~In order to raise cash~~allow us to continue ~~our efforts to pursue~~as a reverse merger, on October 31, 2005, the Company consummated a stock purchase agreement with Magna Acquisition LLC (“MALLC”) which resulted in a change of control of our Company. Under the agreement, we sold 300,000 shares of Class A Common Stock to MALLC for gross proceeds of $190,000, before expenses. Contemporaneous with the new investment, MALLC purchased from our former principal stockholder 307,727 shares of the Company’s Class A Common Stock, representing all the shares of our common stock owned by that stockholder. Two of our directors and our Chief Financial Officer serve as sole managers of MALLC, with the ability to vote and dispose of the shares of our Company owned by MALLC by majority vote. These directors have assumed a lead role with management in pursuing financing and merger candidates and operating matters.

MALLC has been responsible for substantially all of our funding since October 2005. During the period from October 2005 to November 30, 2017, MALLC loaned us an aggregate approximately $580,000 under a series of promissory notes payable that mature 120 days from issuance. At November 30, 2017, approximately $566,000 face amount of such notes were beyond their maturity date and therefore due on demand. The notes bear interest at 12% per year increasing to 15% per year for periods beyond maturity. Subsequent to November 30, 2017, MALLC loaned the Company an additional approximately $5,000 on the same terms as above. The Company intends to make a proposal to MALLC to convert all of the amounts outstanding to them (including overdue amounts) into common stock of the Company.

~~Contents~~

While we have reduced our expenditures very significantly, we do not have sufficient cash to continue our activities for the coming twelve months. We currently do not have any commitments for new funding.

~~Financial Condition, Liquidity and Capital Resources -~~~~At November 30, 2017, the Company had approximately $1,000 cash and approximately $1,501,000 in negative working capital and stockholders’ deficit and negative cash flows from operations.~~going concern. For the ~~nine~~three and six months ended ~~November~~June 30, ~~2017, the Company~~2023, we had a net ~~loss~~losses of ~~approximately $129,000~~$683,994 and utilized approximately $56,000 of cash in operating activities. Further, losses are continuing subsequent to November 30, 2017. Although our principal investor loaned us an additional approximately $5,000 subsequent to November 30, 2017, this is not sufficient for our operations for the next twelve months and we have no commitments for future funding. These factors, among others, indicate that the Company is in need of additional financing or a strategic arrangement in order to continue its planned activities for the fiscal year that began on March 1, 2017.$1,070,507, respectively. These factors among others raise substantial doubt about ~~the Company’s~~our ability to continue ~~operations~~ as a going ~~concern.~~concern for a reasonable period of time.

Our ~~plan of operations for the coming twelve months is to pursue our “reverse merger” strategy by seeking, evaluating and negotiating with merger candidates and~~ability to continue as a going concern is dependent upon our ability to ~~take actions~~generate profitable operations in the future and/or to ~~preserve~~obtain the necessary financing to meet our ~~cash~~obligations and ~~continue~~repay our ~~public reporting. We do not have the cash resources~~liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue our plan for the coming twelve months, even at our reduced expenditure levels. As such, we may have to take further measures or cease activities altogether, including terminating our public reporting status.

~~We currently have no material commitments for capital expenditures.~~

~~Results of Operations –~~During the three and nine months ended November 30, 2017, our net loss was approximately $43,000 and $129,000, respectively, compared to a net loss of approximately $43,000 and $109,000, respectively, in the three and nine months ended November 30, 2016. The increase in the loss is due principally to the higher debt levels and higher default interest in the three and nine months ended November 30, 2017 that resulted in an increase in interest expense as well as certain costs associated with exploring a merger candidate in the current period.

Our expenses, particularly professional and consulting fees, can increase significantly if we are actively engaged in negotiations for a merger transaction. There can be no assurance that any of our activities will result in any transaction. Our interest expenses are increasing with additional outstanding borrowings which are increasingly at default interest rates (15%).

~~Off Balance Sheet Arrangements -~~

The Company has no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

~~Critical Accounting Principles~~ –

We have identified critical accounting principles that affect our interim unaudited condensed consolidated financial statements by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principals. They are:

~~Going Concern Consideration~~ – Our interim unaudited condensed consolidated financial statements have been prepared assuming we are a “going concern.” We are in need of immediate substantial additional capital or a strategic business arrangement in order to continue our planned activities. There can be no assurance that our plans to address this need can be realized. As such, we may be unable to continue operations as a going concern. ~~No adjustments have been made in the interim unaudited condensed~~Our consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that ~~could result~~may be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

~~Contents~~

~~Our~~We have not entered into any other ~~accounting policies, which~~financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in its consolidated financial statements. Furthermore, we do not ~~consider critical accounting policies, are contained~~have any retained or contingent interest in ~~Note 1~~assets transferred to ~~the Consolidated Financial Statements at February 28, 2017 contained~~an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in ~~our Form 10-K.~~any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

~~Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market driven rates or prices.~~ We are ~~not presently engaged in any substantive commercial business. Accordingly,~~a smaller reporting company as defined by Rule 12b-2 of the ~~risks associated with foreign exchange rates, commodity prices,~~Exchange Act and ~~equity prices~~ are not ~~significant. Our debt obligations contain interest rates that are fixed~~required to provide the information under this item.

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Item 4. Controls and ~~we do not enter into derivatives or other financial instruments for trading or speculative purposes.~~Procedures.

~~Item 4T. Controls and Procedures~~

~~(a)~~Evaluation of Disclosure Controls and ~~Procedures.~~ ~~The~~Procedures

Our chief executive officer and our chief financial officer, have evaluated the effectiveness of the Company’s ~~senior management is responsible for establishing and maintaining a system of disclosure~~“disclosure controls and ~~procedures~~procedures” (as defined in ~~Rules 13a-15(e) and 15d-15(e) under~~ the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this Quarterly Report (the ~~“Exchange Act”~~“Evaluation Date”) ~~designed~~, to ensure that ~~the~~ information that we are required to ~~be disclosed by the Company~~disclose in ~~the~~ reports ~~it files~~that we file or ~~submits~~submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.forms

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the Chief Executive Officer and our Chief Financial Officer as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that ourOur disclosure controls and procedures are ~~effective.~~

~~(b)~~ ~~Changes in Internal Control Over Financial Reporting.~~ There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subjectdesigned to provide reasonable assurance of ~~this report~~achieving their objectives. We believe that ~~have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~

~~There are inherent limitations in any system of internal control. A~~a control system, no matter how well designed and operated, ~~can~~cannot provide ~~only reasonable, not~~ absolute assurance that ~~its~~the objectives ~~are met. Further,~~of the ~~design of a~~ control system ~~must consider that resources~~ are ~~not unlimited~~met, and ~~the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,~~ no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the ~~Company~~evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report, management, with the participation of our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of such date.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

Inherent Limitations on Effectiveness of Internal Controls

The Company’s management, including the chief executive officer and chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that ~~judgment~~judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. ~~Additionally, controls~~Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not a party to any material legal or administrative proceedings.

Item 1A. Risk ~~Factors~~Factors.

~~Any investment in our common stock involves~~We are a ~~high degree~~smaller reporting company as defined by Rule 12b-2 of ~~risk.Some of these many known risks that affect an investment in our Company (there can be others) include:~~

~~we have incurred significant net losses in the past and unless we receive additional financing, we may be forced to cease all operations and liquidate our Company,~~

we may issue shares of our capital stock or debt securities to raise capital and to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership,

~~Contents~~

in order to simplify our operations to make a merger transaction potentially more attractive to an unrelated business, we have divested ourselves of any of our remaining cardiac MRI technology, or other technology,

~~if we merge with an unrelated business, it is likely that our current officers and directors may resign upon consummation of a business combination,~~

~~because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate a business combination with suitable growth potential,~~

~~we may be unable to obtain additional financing that may be needed to fund the operations and/or growth of the target business,~~

we have no full time employees and are substantially dependent on the efforts of part-time management and members of the Board of Directors, working for per-diem or no cash compensation, none of whom are bound by term employment agreements and

our significant stockholders and executive officers and directors currently are able, by virtue of their position as managers of Magna Acquisition LLC, a 56% stockholder of the Company, to influence matters requiring stockholder approval and their interests may conflict with those of other stockholders.

~~For a more complete listing~~the Exchange Act and ~~description of these and other risks that~~are not required to provide the ~~Company faces please see our Annual Report on Form 10-K for the year ended February 28, 2017.~~information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior ~~Securities~~Securities.

~~As discussed in Management’s Discussion and Analysis~~None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2023, no director or officer of Financial Condition and Results of Operations – Overview, Background and History, approximately $566,000 principal amount of 12% notes payable to Magna Acquisition LLC (“MALLC) are in default at November 30, 2017 as a result of their non-payment when due. Such notes now carry a default rate of interest of 15%. Subsequent to November 30, 2017, MALLC loaned the Company ~~another approximately $5,000 on the same terms~~adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as ~~the prior loans.~~

defined in Item ~~6. - Exhibits~~408 of Regulation S-K).

~~31.1~~

~~Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~

~~Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~

~~Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~

~~Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~10.49~~

~~Note Payable to Magna Acquisition LLC dated March 6, 2017.~~

~~10.50~~

~~Note Payable to Magna Acquisition LLC dated March 7, 2017.~~

~~10.51~~

~~Note Payable to Magna Acquisition LLC dated April 10, 2017.~~

~~10.52~~

~~Note Payable to Magna Acquisition LLC dated April 11, 2017.~~

~~10.53~~

~~Note Payable to Magna Acquisition LLC dated April 28, 2017.~~

~~10.54~~

~~Note Payable to Magna Acquisition LLC dated May 31, 2017.~~

~~10.55~~

~~Note Payable to Magna Acquisition LLC dated June 6, 2017.~~

~~10.56~~

~~Note Payable to Magna Acquisition LLC dated June 13, 2017.~~

~~10.57~~

~~Note Payable to Magna Acquisition LLC dated June 29, 2017.~~

~~10.58~~

~~Note Payable to Magna Acquisition LLC dated July 13, 2017.~~

~~10.59~~

~~Note Payable to Magna Acquisition LLC dated July 31, 2017.~~

~~10.60~~

~~Note Payable to Magna Acquisition LLC dated September 5, 2017.~~

~~10.61~~

Note Payable to Magna Acquisition LLC dated October 3, 2017*

~~10.62~~

Note Payable to Magna Acquisition LLC dated October 16, 2017*

~~10.63~~

Note Payable to Magna Acquisition LLC dated November 6, 2017*

* Filed herewith.

~~Contents~~

~~SIGNATURES~~

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

		~~MAGNA-LAB INC.~~
		~~(Registrant)~~
			14
~~Date: January 16, 2018~~	~~By:~~	~~/s/~~~~Lawrence A. Minkoff~~
		~~Lawrence A. Minkoff, Chairman, President and Chief Scientific Officer (Principal Executive Officer)~~	Table of Contents

	~~By:~~	~~/s/ Kenneth C. Riscica~~
		~~Kenneth C. Riscica, Treasurer and Secretary (Principal Financial and Accounting Officer)~~

~~Contents~~

~~INDEX TO EXHIBITS~~Item 6. – Exhibits.

~~No.~~ 2.1	~~Description~~	Agreement and Plan of Share Exchange, dated January 14, 2021 (1)
3.1		Articles of Incorporation of Registrant, as amended (1)
3.2		Bylaws of Registrant (1)
31.1

~~31.1~~

Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

31.2

~~31.2~~

Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.1

~~32.1~~

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002

32.2	~~32.2~~	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
101.ins		XBRL Instance Document
101.sch		XBRL Taxonomy Schema Document
101.cal		XBRL Taxonomy Calculation Document
101.def		XBRL Taxonomy Linkbase Document
101.lab		XBRL Taxonomy Label Linkbase Document
101.pre		XBRL Taxonomy Presentation Linkbase Document

~~10.49Note Payable to Magna Acquisition LLC dated March 6, 2017.~~____________________

(1)	Filed as an exhibit to the Current Report on Form 8-K filed by the Company with the SEC on January 14, 2021, and is incorporated herein by reference.

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~~10.50Note Payable to Magna Acquisition LLC dated March 7, 2017.~~

~~10.51Note Payable to Magna Acquisition LLC dated April 10, 2017.~~

~~10.52Note Payable to Magna Acquisition LLC dated April 11, 2017.~~

~~10.53Note Payable to Magna Acquisition LLC dated April 28, 2017.~~

~~10.54Note Payable to Magna Acquisition LLC dated May 31, 2017.~~

~~10.55Note Payable to Magna Acquisition LLC dated June 6, 2017.~~

~~10.56Note Payable to Magna Acquisition LLC dated June 13, 2017.~~

~~10.57Note Payable to Magna Acquisition LLC dated June 29, 2017.~~

~~10.58Note Payable to Magna Acquisition LLC dated July 13, 2017.~~

~~10.59Note Payable to Magna Acquisition LLC dated July 31, 2017.~~

~~10.60~~

~~Note Payable to Magna Acquisition LLC dated September 5, 2017.~~

~~10.61~~

~~Note Payable to Magna Acquisition LLC dated October 3, 2017~~

~~10.62Note Payable to Magna Acquisition LLC dated October 16, 2017~~

~~10.63Note Payable to Magna Acquisition LLC dated November 6, 2017~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	YUBO INTERNATIONAL BIOTECH LIMITED

Date: August 11, 2023	By:	/s/ Jun Wang
		Jun Wang
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: August 11, 2023	By:	/s/ Lina Liu
		Lina Liu
		Chief Financial Officer, Treasurer and Secretary
		(Principal Financial and Accounting Officer)

ASSETS
	November 30,			February 28,
	2017			2017
		(unaudited)
CURRENT ASSETS:
Cash	$	1,000		$	1,000
Prepaid expense		3,000			3,000
Total current assets	$	4,000		$	4,000


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable and accrued interest payable to a stockholder	$	1,054,000		$	935,000
Accounts payable		338,000			325,000
Accrued expenses and other current liabilities		113,000			116,000
Total current liabilities		1,505,000			1,376,000

COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized,
none issued		—			—
Common stock, Class A, par value $.001 per share, 120,000,000 shares
authorized, 1,178,762 shares, issued and outstanding at November 30, 2017
and February 28, 2017		1,000			1,000
Common stock, Class B, par value $.001 per share, 3,750,000 shares
authorized, 18,750 shares issued, 10,000 shares forfeited, 8,183 shares
converted to Class A and 567 shares outstanding at November 30, 2017
and February 28, 2017		—			—
Additional paid in capital		27,290,000			27,290,000
Accumulated deficit		(28,792,000	)		(28,663,000	)
Total stockholders' deficit		(1,501,000	)		(1,372,000	)

Total liabilities and stockholders’ deficit	$	4,000		$	4,000

	Three months ended						Nine months ended
	November 30,						November 30,
	2017			2016			2017			2016
REVENUES	$	—		$	—		$	—		$	—

OPERATING EXPENSES:
General and administrative		22,000			24,000			66,000			53,000
LOSS FROM OPERATIONS		(22,000	)		(24,000	)		(66,000	)		(53,000	)
OTHER EXPENSE – Interest expense		21,000			19,000			63,000			56,000
NET LOSS BEFORE INCOME TAX		(43,000	)		(43,000	)		(129,000	)		(109,000	)
PROVISION FOR INCOME TAXES		—			—			—			—
NET LOSS	$	(43,000	)	$	(43,000	)	$	(129,000	)	$	(109,000	)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING		1,179,000			1,179,000			1,179,000			1,179,000
NET LOSS PER COMMON SHARE,
Basic and diluted	$	(0.04	)	$	(0.04	)	$	(0.11	)	$	(0.09	)

Year ending December 31, 2023	$	6,610
Year ending December 31, 2024		15,546
Year ending December 31, 2025		15,546
Year ending December 31, 2026		9,659
Thereafter		11,382
Total	$	58,743

	As of June 30, 2023
Year ending December 31, 2023	$	202,206
Year ending December 31, 2024		281,436
Year ending December 31, 2025		101,988
Year ending December 31, 2026		16,998
Total	$	602,628

	In RMB				In USD
Source of Advance	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
Advancer 1	¥	1,544,748	¥	1,544,748	$	212,960	$	223,877
Advancer 2		550,000		550,000		75,823		79,710
Advancer 3		500,000		500,000		68,930		72,464
Advancer 4		348,000		348,000		47,976		50,435
Advancer 5		50,000		50,000		6,893		7,246
Advancer 6		50,000		50,000		6,893		7,246
Advancer 7		31,012		31,012		4,275		4,494
Advancer 8		31		31		4		5
Advancer 9		—		100,000		—		14,493
	¥	3,073,791	¥	3,173,791	$	423,755	$	459,970

	(1)	Mr. Yang Wang controls 20.85% of the outstanding Class A common stock of Yubo New York and is a director of the Company and Yubo Beijing.
	(2)	Mr. Jun Wang controls 33.34% of the outstanding Class A common stock of Yubo New York and is the CEO of the Company and Yubo Beijing.
	(3)	Ms. Huang Li is a shareholder of Focus One Technology Group Limited (“Focus One”). Focus One owns 9.62% of the issued and outstanding Class A common stock of the Company.
	(4)	Mr. Jin Wei controls 9.62% of the outstanding Class A commons stock of Yubo New York.

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)		1,000,000
Total		10,000,000

	·	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.

	For the six months ended June 30, 2023			For the six months ended June 30, 2022
	(Unaudited)			(Unaudited)
Income tax (benefit) at 25%	$	(170,999	)	$	(267,609	)
Net loss of Platinum		12,474			8,232
Increase in valuation allowance		158,525			259,394
Other		—			(17	)
Provision for income taxes	$	—		$	—