UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended February 28, ~~2018~~2019

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

For the transition period from ___________ to _____________

Commission File Number 000-54440

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

27-4479356

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

2 Park Plaza Suite 400

Irvine, CA 92614

City of Industry, CA 91748

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 679-3992

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 day. x Yes o No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and~~ ~~posted~~ 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 ~~and post~~ such files). x Yes o No

Indicate by check mark ifwhether ~~disclosure of~~the ~~delinquent~~registrant ~~filers~~is ~~pursuant~~a tolarge ~~Item~~accelerated ~~405~~filer, ofan ~~Regulations~~accelerated Sfiler, a non-Kaccelerated isfiler, ~~not~~a ~~contained~~smaller ~~herein~~reporting company, ~~and~~or ~~will~~an emerging ~~not~~growth becompany. ~~contained,~~See to the ~~best~~definitions of ~~registrant’s knowledge,~~“large inaccelerated ~~definitive~~filer,” ~~proxy~~“accelerated orfiler,” “smaller ~~information~~reporting ~~statements~~company,” ~~incorporated~~and by“emerging ~~reference~~growth company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. o

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated ~~filer,~~filter ano ~~accelerated~~Accelerated ~~filer,~~filter ao ~~non~~Non-accelerated ~~filer,~~filter ~~smaller~~o Smaller reporting company, orx anEmerging ~~emerging~~ growth ~~company.~~ ~~See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting~~ company,” ~~and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~o

Large accelerated filter o Accelerated filter o Non-accelerated filter o (Do not check if a smaller reporting company) Smaller reporting company x Emerging growth company o

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. o

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

The aggregate market value of the ~~voting~~ voting and non-voting common equity held by non-affiliates of the registrant was $91,~~617~~059,~~450~~142, based upon the price ($20.5015) at which ~~the~~ the common stock was last sold as of August 31, ~~2017~~2018, the last business day of the registrant’s most recently completed ~~second~~ second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, ~~directors~~ directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of June 12, ~~2018~~2019, 1519,~~526~~800,~~896~~646 shares of our common stock and 0 shares of our preferred stock were issued and outstanding.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

		Page
PART I
ITEM 1.	Business	28
ITEM 1A.	Risk Factors	58
ITEM 1B.	Unresolved Staff Comments	58
ITEM 2.	Properties	69
ITEM 3.	Legal Proceedings	69
ITEM 4.	Mine Safety Disclosures	69
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matter and Issuers Purchase of Equity Securities	710
ITEM 6.	Selected Financial Data	913
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	913
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	1115
ITEM 8.	Financial Statements and Supplementary Data	1216
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1317
ITEM 9A.	Controls and Procedures	1317
ITEM 9B.	Other Information	1419
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	1520
ITEM 11.	Executive Compensation	1824
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1925
ITEM 13.	Certain Relationships And Related Transactions, and Director Independence	2228
ITEM 14.	Principal Accounting Fees And Services	2329
PART IV
ITEM 15.	Exhibits and Financial Statements Schedules	2531
SIGNATURES		2632

PART I

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward -looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this Annual Report to the words "we," "our," "us," the "Company," "UCBB," or “US-China” refers to US-China Biomedical Technology. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

ITEM 1. DESCRIPTION OF BUSINESS

History and Organization

We were ~~formed by~~incorporated ~~the~~on ~~filing~~December of20, ~~Articles~~2010 ofin ~~Incorporation with~~ the ~~Secretary of~~ State of ~~the State of~~ Nevada ~~on December 20, 2010, originally~~ as Accend Media. On ~~or about~~ May 2223, 2012, ~~Accend~~we ~~Media,~~consummated ~~and Cloud Star Corporation (“Cloud Star”),~~ a ~~privately-held~~merger ~~Nevada corporation headquartered in California, entered into an Acquisition Agreement and Plan of Merger~~ (the “Merger”). with ~~Prior~~Cloud toStar ~~the Merger~~Corporation, ~~Accend Media effectuated~~ a ~~five-for-one~~Nevada ~~forward stock split on May 7~~corporation, ~~2012.~~and Wewe changed our ~~corporate~~ name to Cloud Star Corporation ~~upon consummation of the Merger on May 23, 2012. On May 28, 2013, we changed our corporate name to~~ (“Cloud ~~Security Corporation~~Star”). The Merger was accounted for as a reverse acquisition with Cloud Star being treated as the acquirer for accounting purposes. Accordingly, for all periods presented in this Annual Report on Form 10-K (“Form 10-K”), the financial statements of Cloud Star have been adopted as the historical financial statements of the Company known as a change in reporting entity. Accordingly, Cloud Star’s October 17, 2011 formation date is considered the date of “Inception” in the financial statements.

2On May 28, 2013, we changed our corporate name from Cloud Star Corporation to Cloud Security Corporation.

On December 8, 2014, we entered into a Stock Purchase Agreement (the “~~SPA~~Goldenrise Agreement”) with Goldenrise Development, Inc., ~~a California corporation~~ (“Goldenrise”). ~~In connection with the SPA, we also agreed to effectuate a 1:100 reverse stock split of the Company’s~~ ~~issued and outstanding common stock (“Reverse Split”) which became effective on January 22, 2015.~~ Under the ~~SPA~~Goldenrise Agreement, we sold 12,000,000 shares of our common stock to Goldenrise for $180,000 which equated to approximately 92% of our outstanding shares. This transaction effectuated a change in control of ~~the~~our Company ~~and the then officer and members of the board of directors resigned and were replaced by new management~~.

On ~~March~~June 3128, 2017, ~~Goldenrise~~ Goldenrise and ~~the~~our Company entered into a Stock Purchase Agreement (the “~~Peng~~Dunn Agreement”) with ~~Zhi~~Michael LuR. ~~Peng~~Dunn, anour ~~individual~~then sole ~~(the~~officer ~~“Peng~~and ~~Purchaser~~director (“Dunn”). Pursuant to ~~the~~Dunn ~~Peng~~ Agreement, Goldenrise agreed to sell ~~and Peng Purchaser agreed to purchase~~ 12,000,000 ~~restricted common stock~~ shares of ~~the~~our ~~Company,~~common stock to Dunn representing approximately 92% of ~~the~~our ~~Company’s~~ outstanding shares ~~of common stock~~. In consideration for these shares, ~~Peng~~Dunn ~~Purchaser~~ agreed ~~pay~~ to ~~Goldenrise~~pay Goldenrise a total of $400,000 as follows: (i) ~~$100,000~~ ~~upon the execution of the Peng Agreement, and (ii)~~ $~~300~~180,000 on or before ~~June~~July 15, 2017. An(extended ~~initial~~to ~~payment~~July of28, 2017), (ii) $50180,000 ~~was~~ ~~made~~withheld ~~toward~~as an ~~the~~offset ~~purchase~~to ~~price,~~monies ~~but~~owed noby ~~additional~~Goldenrise ~~payment~~to ~~was~~Dunn; ~~received.~~and As(iii) ~~such, the~~ $5040,000 ~~was~~withheld ~~returned~~and toapplied ~~Peng~~towards ~~Purchaser, and~~invoices ~~the~~related ~~Peng~~to ~~Agreement~~the ~~terminated~~audit byand legal ~~its~~fees ~~terms~~associated onwith ~~June~~the ~~15,~~reporting ~~2017~~requirements ~~and~~of isour noCompany ~~further~~through ~~force~~the ordate ~~effect~~of Closing.

OnConcurrently, ~~June~~on June 28, 2017, ~~Goldenrise and~~Dunn ~~the Company~~ entered into a Stock Purchase Agreement (the “~~Dunn Agreement~~SPA”) with China Israel ~~Michael~~Biotechnology RCo. ~~Dunn,~~Ltd. ~~the~~(“China-Israel”) ~~Company’s sole~~and ~~officer~~Central ~~and~~Bio-MD ~~director~~Technology Co. Ltd., each a Chinese corporation (collectively, the “~~Dunn~~Buyers” or “China-Israel”). Pursuant to the ~~Dunn Agreement~~SPA, ~~Goldenrise~~Dunn agreed to sell ~~and Dunn agreed to purchase 12~~6,000,000 ~~restricted~~of our common ~~stock~~ shares ~~of the Company~~, representing approximately ~~92.12~~46% of ~~the~~our ~~Company’s~~ outstanding ~~shares~~ ~~of common stock~~shares. In consideration for ~~these~~the shares, ~~Dunn~~Buyers agreed to pay Dunn ~~Goldenrise~~ a total of $~~400~~200,000 asupon ~~follows:~~the ~~(i)~~SPA’s ~~$180,000 on~~execution ~~or before July 15, 2017~~ (~~extended to July 28, 2017), (ii) $180,000 was offset to monies owed by Goldenrise to Dunn; and (iii) $40,000 was withheld by Dunn and applied towards invoices related to~~ the ~~audit~~“Purchase ~~and legal fees associated with the reporting requirements of the Company through the date of Closing~~Price”).

~~Concurrently,~~The onClosing ~~June 28,~~for ~~2017, Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology~~both ~~Co. Ltd., each a Chinese corporation (collectively,~~ the ~~“Buyers”),~~Dunn ~~entered into a Stock Purchase~~ Agreement ~~(the “SPA”). Pursuant to the SPA, Dunn agreed to sell~~ and ~~Buyers agreed to purchase 6,000,000 restricted common stock shares of~~ the Company (the “Shares”), representing approximately 46% of the Company’s then outstanding shares of common stock. In consideration for the Shares, Buyers agreed to pay to Dunn a total of $200,000 upon execution of the SPA ~~(the “Purchase Price”). The Closing of the Dunn Agreement and SPA~~ occurred on July 28, 2017. The Dunn Agreement and the SPA resulted in a change in control of ~~the~~ our Company.

On ~~January~~ 18December 29, ~~2018~~2017, our Board of Directors approved an agreement and plan to merge with our wholly-owned subsidiary, US-China Biomedical Technology, Inc., – a Nevada corporation, ~~incorporated~~to oneffectuate ~~January~~a ~~11,~~name ~~2018,~~change ~~and~~from ~~our~~Cloud ~~wholly~~Security Corporation to US-~~owned~~China Biomedical Technology, Inc. ~~subsidiary~~(“US-China”). –US-China ~~merged~~was ~~with~~formed ~~and~~solely ~~into~~for the ~~Company~~purpose ~~pursuant~~of tothis anname ~~Agreement~~change and ~~Plan~~our ofCompany ~~Merger.~~was Inthe ~~connection~~surviving ~~with~~entity following the merger. On February 8, 2018, the ~~Company’s~~Financial ~~Articles~~Industry ofRegulatory ~~Incorporation~~Authority (“FINRA”) ~~were~~announced ~~effectively~~the ~~amended~~effectiveness toof a change in our Company’s name to “US-China Biomedical Technology, Inc.” by and ~~through~~new ~~the~~trading ~~filing~~symbol of“UCBB” ~~Articles~~which ofbecame ~~Merger.~~effective ~~This~~on ~~parent-subsidiary~~the ~~merger~~opening ~~was~~of ~~approved~~trading byas ~~us,~~of ~~the~~February ~~parent~~9, in ~~accordance with Nevada Revised Statutes Section 92A~~2018.~~180.~~

On February 8, 2018, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in the Company’s name to “US-China Biomedical Technology, Inc.” (the “Name Change”) and new trading symbol “UCBB” (the “Symbol Change”) which became effective on the opening of trading as of February 9, 2018. Business

~~Overview~~We are an early stage biomedical technology and ~~Business~~services company. Through late 2017 our principal business was related to the software development of MyComputerKey™ ~~Issuer~~and our other patented cloud computing technologies; however, due to cash flow constraints, we were unable to proceed with the further development of our software. Due to enhanced competition in the software development market and advancements in technology made by our competitors, we began evaluating alternative business plans.

We are an early stage medical tourism and services company. Through late 2017 our principal business was related to the software development of MyComputerKey™ and our other patented cloud computing technologies; however, due to cash flow constraints, we were unable to proceed with the further development of our software. Due to enhanced competition in the software development market and advancements in technology made by our competitors, we began evaluating alternative business plans.4

Following the change in control of ~~the~~our Company pursuant to the SPA, ~~the~~we ~~decision~~decided ~~was made~~ to put the software development on hold and to shift our primary ~~business~~ business focus. Our ~~newly~~immediate ~~revised~~ business ~~plan~~focus is directed ~~towards~~at ~~medical~~the ~~tourism.~~marketing ~~The~~and ~~primary~~sales ~~focus~~in the United States of ~~our~~unique ~~plan~~products and technology developed by BSP Medical Ltd. (“BSP”), an affiliate company headquartered in Israel. BSP is ~~the~~a ~~integration~~biomedical technology ~~and~~company ~~development~~revolutionizing non-invasive diagnosis of ~~synergistic~~cardiac ~~relationships~~diseases. ~~with~~BSP ~~high~~offers ~~profiled~~a ~~doctors~~range ~~and~~of ~~hospitals~~electrocardiogram (“ECG”) ~~that~~products ~~will~~based ~~act~~on asthe aHyperQ™ ~~bridge~~technology. These include complete systems for ~~connecting~~routine clinical use, research-oriented ~~patients~~systems, and ~~bio-technology~~original ~~advances~~equipment inmanufacturer ~~China~~(“OEM”) ~~with~~products. ~~our~~Research ~~Company’s~~systems ~~network~~facilitate ofdata USanalysis ~~based~~by ~~doctors~~exporting all test parameters and ~~hospitals~~measurements in a configurable format via a web based user-friendly interface. We ~~intend~~have tobegun identifying ~~develop~~qualified aphysicians ~~scalable~~and ~~biomedical~~additions ~~bridge~~to ~~for~~our management team to begin initiation of operations in the US in order to begin sales and marketing ~~China~~of ~~markets.~~the WeBSP ~~will~~products ~~provide~~in ~~concierge~~the ~~services~~US ~~for~~market. ~~moving~~In ~~patients~~addition, ~~from China~~we toare in the USprocess of developing a joint venture with anBSP ~~emphasis~~whereby we onwill ~~the~~market ~~following~~and ~~demographics:~~sell certain of their products.

~~(i)~~One ~~cancer~~BSP ~~patient~~product ~~referrals~~of interest ~~that~~is ~~are~~the inHyperQ ~~non-critical~~Analyzer Stress, ~~non-life~~a ~~threatening~~unique ~~positions,~~software module designed to analyze Stress Test ECG based on the detection of changes in the high frequency component of the QRS segment. HyperQ can be integrated in any ECG stress systems.

Another product is the HyperQ Analyzer Rest which is an innovative software module for early detection of acute coronary artery disease on any ECG rest systems. It provides a new perspective to the clinical staff, in particular diagnosis of Non-ST Elevation MI (NSTEMI) and Unstable Angina (UA).

A secondary aspect of our plan is the integration and development of synergistic relationships with high profiled doctors and hospitals that will act as a bridge for connecting patients and bio-technology advances in China with our Company’s network of US based doctors and hospitals. We intend to develop a scalable biomedical bridge for the US and China markets. We will provide services for moving patients from China to the US with an emphasis on the following demographics:

(i)

cancer patient referrals that are in non-critical, non-life-threatening positions,

(ii)

pre-screening and genetic testing for family members of cancer patients,

(iii)

patients suffering from Diabetes, and

(iv)

general medical services including preventative care and physicals.

3We also intend to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device sales to government owned hospitals. As of the date of this report, we have begun identifying qualified physicians and additions to our management team to begin initiation of operations in the US. The business plan is currently in the development phase.

~~The~~Matters ~~Company~~Relating ~~intends~~ to ~~develop~~Former ~~working~~Officers relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device sales to government owned hospitals. As of the date of this report, the Company has begun identifying qualified physicians and ~~additions~~ ~~to the company’s management team to begin initiation of operations in the US. The business plan and is currently in the development phase.~~Directors

On November 23, 2017, our former Chief Executive Officer and Director, Michael R. Dunn, passed away unexpectedly.

On January 9, 2018, Ms. Amanda Huang resigned as the Senior Vice President of our Company effective immediately. Our board of directors (“Board”) approved and accepted Ms. Huang’s resignation as Senior Vice President on January 10, 2018.

On July 17, 2018, our Board appointed Dr. H. Rand Scott (“Dr. Scott”) as a member of our Company’s Board to serve until the next annual meeting of shareholders and until his successor is duly appointed. The Board approved and accepted Dr. Scott’s resignation as Director on January 3, 2019. The resignation was not the result of any disagreement with our Company on any matter relating to our Company’s operations, policies, or practices.

On March 20, 2019, our Board appointed Mr. Safa Movassaghi (“Mr. Movassaghi”) as a member of our Board. Concurrently, Mr. Movassaghi resigned from his role as Vice President, a role to which he was appointed on November 6, 2018. Mr. Movassaghi’s resignation has a retroactive effective date of February 28, 2019. The resignation was not due to any disagreement with our Company, its policies or practices.

Intellectual Property

~~Our success~~We ~~depends~~currently inhave ~~part~~no intellectual onproperty related to our ~~ability~~current biomedical business focus. With respect to ~~protect~~past ~~our~~business ~~intellectual~~endeavors, ~~property~~we own all rights and ~~proprietary~~patents ~~technologies. We~~associated ~~plan to~~several ~~rely~~inventions, onincluding athe ~~combination~~invention oftitled, ~~trademark~~“Apparatus Systems and Methods for Virtual Desktop Access and Management”, ~~copyright~~described under patent application (U.S. Serial Number 13/173,220) ~~trade~~for ~~secret~~systems and ~~patent~~methods ~~laws~~for inaccessing and managing a computer desktop, and with the ~~United~~invention ~~States~~titled, as“System ~~well~~and asMethods ~~confidentiality~~for One-Time Password Generation on a ~~procedures~~Mobile ~~and~~Computing ~~contractual~~Device”, ~~provisions~~described tounder ~~protect~~patent ~~our~~application ~~proprietary~~(U.S. ~~technology~~Serial Number 14/295182) for process and ~~our~~methods ~~brand~~of for one-time password on mobile computing devices. We ~~plan~~have ~~also~~recorded toa ~~rely~~formal onnotice ~~copyright~~of ~~laws~~ assignment related to ~~protect~~U.S. ~~any~~Serial ~~future~~Number ~~programs,~~13/173220 with ~~devices,~~the ~~trademarks,~~United States Patent and ~~propriety~~Trademark ~~processes~~Office ~~and~~previously ~~technology~~held ~~which~~in wethe ~~will~~name ~~utilize~~of informer ~~executing~~ executives of our ~~business~~Company, ~~plan~~however U.S. Serial Number 14/295182 remained in the former executive’s name.

WeThe ~~currently~~patented ~~have no~~system ~~intellectual~~described ~~property~~under ~~related~~Serial ~~to medical tourism~~No. We13/173220 ~~currently~~is ~~own~~comprised ~~all~~of ~~rights~~a ~~and~~removable ~~patents~~virtual ~~associated~~desktop ~~with~~Key ~~our~~permitting ~~past~~remote ~~business~~access ~~endeavors such as the invention titled, “Apparatus Systems~~ and ~~Methods~~management ~~for Virtual Desktop Access and Management”, described~~of ~~under~~various ~~patent~~computing ~~application~~devices ~~(U.S.~~that ~~Serial~~are ~~Number~~communicatively ~~13/173,220)~~linked ~~for~~to ~~systems~~our ~~and~~Company’s ~~methods~~secured ~~for~~cloud ~~accessing~~network. ~~and~~The ~~managing~~Key aallows ~~computer~~the ~~desktop,~~user ~~and~~secured ~~with~~virtual ~~the~~access ~~invention titled, “System~~ and ~~Methods~~management ~~for~~of ~~One-Time~~their ~~Password~~desktop ~~Generation~~interface onthrough a ~~Mobile~~secondary ~~Computing~~computer ~~Device”, described~~only ~~under~~through ~~patent~~unique ~~application~~user ~~(U.S.~~identification validation ~~Serial Number 14/295182) for process~~ and ~~methods~~a series of ~~for~~encrypted ~~one-time~~security ~~password~~file onauthentications ~~mobile~~including ~~computing devices.~~a WeDRM ~~have~~signature, ~~recorded~~ a ~~formal~~number ~~notice~~ of ~~assignment~~login ~~related to U.S. Serial Number 13/173~~credentials,~~220with~~ ~~the United States Patent~~ and ~~Trademark~~a ~~Office~~biometric ~~previously~~data ~~held~~template inso ~~the~~even ~~name~~if ofpasswords ~~former~~are ~~executives~~breached of the ~~Company,~~Key ~~however~~remains Uuncompromised.~~S. Serial Number 14/295182 remained in the former executives name.~~

~~The~~We ~~patented system described under Serial No. 13/173220 is comprised of a removable virtual desktop Key permitting remote access and management of various computing devices that~~ are ~~communicatively~~not ~~linked to the Company’s secured cloud network. The Key allows the user~~actively ~~secured~~pursuing ~~virtual~~any ~~access~~business ~~and~~opportunities ~~management~~associated ofwith ~~their~~our ~~desktop~~prior ~~interface~~business through a secondary computer only through unique user identification validation and a series of encrypted security file authentications including a DRM signature, a number of login credentials, and a biometric data template so even if passwords are breached the Key remains uncompromisedendeavors.

The Company must actively manage risks related to maintaining its technology and systems which may be obsolete without further development. It may be more costly to upgrade obsolete technology and it may be more cost effective to fund the development of a replacement system or new technology all together.

From time to time, we may encounter disputes over rights and obligations concerning intellectual property. Also, the efforts management has taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm the business, the brand and reputation, and the ability to compete. Also, protecting our intellectual property rights could be costly and time consuming.

Competition

~~Our~~With respect to the BSP portion of our business, we will be competing with large pharmaceutical and medical device manufacturers and sales corporations. For the remaining portion of our business, our potential competitors include Chinese -based patient referral companies and agencies who provide international healthcare referral services similar to ~~ours~~ what we may offer, such as Hope Noah Company in Beijing, Saint Lucia Consulting in Beijing, Shanghai Medical Tourism Products and Promotion Platform, and Ryavo Healthcare in Shanghai. Our potential competitors have substantially greater financial, technical, and human resources than we do, as well as established market share and the commercialization of their services. Our competitors’ services may be more effective, or more effectively marketed and sold, than any services we may commercialize and may render our services obsolete or non-competitive before we can recover the expenses of their development and commercialization. We anticipate that we will continue to face intense and increasing competition as new service providers enter the market and if we cannot maintain solid relationships with top tier physicians and hospitals, provide competitive products and employ an effective sales force. However, we believe that if we are able to further develop our business plan, establish solid relationships, and provide our own medical technology which has been developed by our majority shareholder, we we may have key potential advantages over competitive services that could enable us to capture meaningful market share from our competitors.

Industry Regulation

Our business is subject to a wide range of complex U.S. and foreign laws and regulations related to privacy. HIPPA, data protection, and intellectual property, among others. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could harm our business. Failure to comply with, or changes in, laws and regulations applicable to our businesses could have a materially adverse effect on our reputation, results of operations or financial condition, or have other adverse consequences.

4FDA Approval Requirements

As mentioned above, we are in the process of developing a joint venture with BSP whereby we will market and sell certain of their products. This will require that either we or BSP ensure FDA compliance in the US is obtained. We will likely engage specialists to assist us with acquiring any and all FDA approvals necessary to conduct this portion of our operations. Unless an exemption applies, each medical device that we wish to market in the U.S. must receive 510(k) clearance from the FDA pursuant to the FDCA. The FDA’s 510(k) clearance process usually takes from four to twelve months, but it can last longer. We cannot be sure that 510(k) clearance will ever be obtained for any product we propose to market.

The FDA decides whether a device must undergo either the 510(k) clearance or premarket approval, or PMA approval, process based upon statutory criteria. These criteria include the level of risk that the agency perceives is associated with the device and a determination whether the product is a type of device that is similar to devices that are already legally marketed. Devices deemed to pose relatively less risk are placed in either Class I or II, which requires the manufacturer to submit a pre-market notification requesting 510(k) clearance, unless an exemption applies.

After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, requires a new 510(k) clearance or could require a PMA approval. The FDA requires each manufacturer to make this determination in the first instance, but the FDA can review any decision. If the FDA disagrees with a manufacturer’s decision not to seek a new 510(k) clearance, the agency may retroactively require the manufacturer to seek 510(k) clearance or PMA approval. The FDA also can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or PMA approval is obtained. We have modified some of our 510(k) cleared devices, but have determined that, in our view, based on FDA guidance as to when to submit a 510(k) notification for changes to a cleared device, new 510(k) clearances or PMA approvals are not required. We cannot assure you that the FDA would agree with any of our decisions not to seek 510(k) clearance or PMA approval. If the FDA requires us to seek 510(k) clearance or PMA approval for any modification, we also may be required to cease marketing and/or recall the modified device until we obtain a new 510(k) clearance or PMA approval.

A clinical trial may be required in support of a 510(k) submission. These trials generally require an Investigational Device Exemption, or IDE, application approved in advance by the FDA for a specified number of patients, unless the product is deemed a nonsignificant risk device eligible for more abbreviated IDE requirements. The IDE application must be supported by appropriate data, such as animal and laboratory testing results. Clinical trials may begin if the IDE application is approved by the FDA and the appropriate institutional review boards at the clinical trial sites.

Trends in Medical Tourism

U.S. trade in health travel services (often called “medical tourism”) has grown steadily in recent years; exports (i.e., travelers coming to the United States) have doubled, and imports (U.S. travelers going abroad) have increased almost nine-fold from a low base in the early 2000’s. Despite rising costs, the U.S. health system continues to attract foreigners because of its high-quality services and its closeness to large patient markets. At the same time, more Americans are seeking more affordable care abroad, even if they must pay for their expenses out of pocket. The two most important barriers to increasing cross-border trade in health services are visa restrictions for travelers from certain countries entering the United States and a lack of coverage by many U.S. health insurers for treatments provided abroad.

In 2013, U.S. cross-border exports of health-related personal travel services were $3.3 billion, up from $1.6 billion in 2003, for a 7.7% compound annual growth rate (CAGR). Imports rose from $168 million in 2003 to $1.4 billion in 2013, implying a CAGR of 24%, albeit from a low base. Though health travel services represent only a small share of total trade in personal travel, they have consistently produced a trade surplus for the United States ($1.8 billion in 2013). Health travel exports grew faster than growth in spending on healthcare, with total U.S. personal healthcare expenditures rising at an average rate of 5.6% from 2002 to 2012 before slowing in 2013. The growth trend of these exports more resembles that of total U.S. travel exports, which rose 7.9% annually from 2003 to 2013.

About 0.5% of all air travelers entering the United States annually—between 100,000 and 200,000 people—list health treatment as a reason for visiting (this data excludes travelers from Canada and Mexico, the majority of whom travel to the United States overland). Foreign patients most often cite access to advanced medical care as their reason for traveling to this country for treatment.

Marketing

Because we are currently in the development stage of our business, we have not engaged in any marketing activities. In mid-~~2018~~2019 we intend to implement a comprehensive integrated plan to achieve our business objectives. Our primary objectives include building brand awareness, developing lead generation programs that will drive sales and revenue, and developing an infrastructure that supports and measures our marketing activities. Our marketing activities will be driven by our website, organic and paid search optimization, direct marketing, events, social media, and eMarketing focused on small and medium sized businesses and individuals.

Employees

We currently have 25 active employees. We utilize independent contractors on a part-time/as needed basis to assist in our development activities, marketing, and financial and accounting support. We are also dependent upon our officers and directors for our future business development. As our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

Where You Can Find More Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). These filings are not deemed to be incorporated by reference into this Form 10-K. You may read and copy any documents filed by us at the Public Reference Room of the SEC, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

Our corporate headquarters, ~~are~~ located at: 2 Park Plaza, Suite 400, Irvine, CA 92614., ~~Our~~consists ~~current~~of ~~rent for~~ 5,824 square feet of leased space consisting of 10 offices, cubicles, and conference rooms. isThe ~~approximately~~rent under our lease, which expires January 31, 2021, is $16,~~000~~715 excluding property taxes and common area costs per month through ~~March~~January 731, ~~2019~~2020. The rent will increase by $0.~~12-0.~~13 per square foot ~~each~~for the last year. of the lease. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not own any real property. ~~The Company’s telephone number is (949) 679-3992.~~

ITEM 3. LEGAL PROCEEDINGS

From time to time, ~~the~~we ~~Company~~ may become subject to various legal proceedings that are incidental to the ordinary conduct of ~~its~~our business. Although ~~the~~ ~~Company~~we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it ~~makes~~we ~~provision~~make provision for potential liabilities when itwe ~~deems~~deem them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

PART II

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “UCBB”. We consider our stock to be “thinly traded” and any reported sale prices may not be a true market-based valuation of the stock. Some of the bid quotations from the OTC Bulletin Board set forth below may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High Bid		Low Bid
Year ended 2/28/2018
Year ended 2/28/2019
3/1/2017-5/31/2017	$	1.52	$	0.85
3/1/2018-5/31/2018	$	1.00	$	0.40
6/1/2018-8/31/2018		0.85		0.15
9/1/2018-11/30/2018		1.00		0.08
12/1/2018-2/28/2019		0.35		0.17
Year ended 2/28/2018 3/1/2017-5/31/2017	$	1.52	$	0.85
6/1/2017-8/31/2017		2.50		1.30
9/1/2017-11/30/2017		2.45		1.40
12/1/2017-2/29/2018		1.40		0.40
12/1/2017-2/28/2018		1.40		0.40
Year ended 2/28/2017 3/1/2016-5/31/2016	$	5.50	$	2.10
6/1/2016-8/31/2016		4.00		2.40
9/1/2016-11/30/2016		2.40		1.44
12/1/2016-2/28/2017		1.65		0.89

Shares eligible for future sale could depress the price of our common stock, thus lowering the value of a buyer’s investment. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for shares of our common stock.

Our revenues and operating results may fluctuate significantly from quarter to quarter, which can lead to significant volatility in the price and volume of our stock. In addition, stock markets have experienced extreme price and volume volatility in recent years. This volatility has had a substantial effect on the market prices of securities of many smaller public companies for reasons unrelated or disproportionate to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

Record Holders

As of ~~June~~February 1228, ~~2018,~~ 2019, there were 30 registered holders of our common stock, although we believe that the number of beneficial owners is substantially greater since a significant number of shares are held in street name.

Dividends

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

See “Securities Authorized for Issuance Under Equity Compensation Plans” included under Part II, Item 12 of this report, which is incorporated by reference into this Item 5.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Year Ended February 28, ~~2017~~2019

~~None~~On March 15, 2018, we entered into a Subscription Agreement with China-Israel Biological Technology, Co. Ltd. (“CIB”), a Chinese company associated with Mr. Qingxi Huang, President and Chief Executive Officer of our Company. Under the Subscription Agreement, we sold 2,000,000 shares of our common stock to CIB for aggregate proceeds of $800,000 (the “Purchase Price”). The Purchase Price was paid as follows: (i) $569,805 USD paid at closing, and (ii) $230,195 was applied to the settlement of related party notes payable and accrued interest under a Debt Settlement Agreement between the parties. The Purchase Price was paid on May 8, 2018. The shares were issued on May 25, 2018.

7On April 23, 2018, we issued 15,000 restricted shares to one holder as consideration for services rendered to our Company.

Subsequent issuances:

On May 24, 2019, we entered into a Subscription Agreement with CIB pursuant to which we sold 4,290,000 units. Each single Unit consists of one (1) share of common stock of our Company and two and one half (2.5) warrants (collectively the “Units”). The warrants are exercisable for 18 months at $0.05 per share. The aggregate purchase price for the Units is USD $214,500 (the “Purchase Price”) or USD $0.05 per share. The Purchase Price was paid as follows: (i) $50,506.85 applied in extinguishment of the principal and accrued interest underlying an April 2019 Note between CIB and our Company, funded on April 16, 2019 and (ii) $163,993.15 in cash funded May 29, 2019. The shares were issued effective May 29, 2019.

Year Ended February 28, 2018

During the year ended February 28, 2018, ~~the~~we ~~Company~~ issued the shares described below in private placements pursuant to Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D, in each case on the basis that the shares were offered and sold in a non-public offering to an “accredited investor” as defined in Rule 501 of Regulation D. Additionally, at the time of the issuances, unless registered for resale, the shares were deemed to be restricted securities under the Securities Act and the certificates evidencing such shares bear a legend to that effect.

On July 31, 2017, ~~the~~we ~~Company~~ received a subscription for 100,000 restricted shares of common stock for net proceeds of $50,000. The Board of Directors ~~accepted~~ accepted the subscription on September 14, 2017; as a result, 100,000 shares of common stock were issued to one U.S. accredited investor.

On October 27, 2017, ~~the~~we ~~Company~~ received a subscription for 25,000 restricted shares of common stock for net proceeds of $25,000 from one investor.

On December 29, 2017, ~~the~~we ~~Company~~ entered into five separate Debt Settlement Agreements with five of ~~the~~our Company’s debt holders whereby ~~the~~we ~~Company~~ agreed to issue 156,579 aggregate restricted shares of common stock at $0.40 per ~~shares~~share in exchange for the conversion of all outstanding debt held by the debt holders. As a result, an aggregate amount of 156,579 common stock shares were committed to be issued as of ~~February~~ February 28, 2018; the shares were actually issued March 27, 2018.

On December 29, 2017, ~~the~~we ~~Company~~ and ~~its~~our legal counsel (the “Law Firm”) agreed to convert an aggregate $74,835 in debt owed for legal services ~~rendered~~ rendered through December 29, 2017 in exchange for 187,087 shares of restricted common stock, valued at $0.40 per share. The Law Firm applied the credit to ~~the~~our Company’s invoice on January 3, 2018, and the shares were issued to the Law Firm on April 30, 2018.

Subsequent issuances: On March 15, 2018, the Company entered into a subscription agreement with China-Israel Biological Technology, Co. Ltd. (“CIB”), a Chinese company associated with Mr. Qingxi Huang, President and Chief Executive Officer of the Company, pursuant to the Subscription Agreement for aggregate proceeds of $800,000 (the “Purchase Price”). The Purchase Price was paid as follows: (i) $569,805USD paid at closing, and (ii) $230,195 was applied toward the Purchase Price pursuant to a Debt Settlement Agreement entered into by the Company. The Purchase Price was paid on May 8, 2018. The shares were issued on May 25, 2018.11

On April 23, 2018, the Company issued 15,000 restricted shares to one holder as consideration for services rendered to the Company.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon one of the following exemptions:

(a) The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to ~~the~~our Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to ~~the~~our Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

(b) The shares of of common stock referenced herein were issued pursuant to and in accordance with Rule 506 of Regulation D and Section 4(2) of ~~the~~ the Securities Act. We made this determination in part based on the representations of the Investor(s), which included, in ~~pertinent~~ pertinent part, that such Investor(s) was an “accredited investor” as defined in Rule 501(a) under the Securities Act, and upon such further representations from the Investor(s) that (a) the Investor is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the Investor agrees not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the Investor either alone or together with its representatives has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, and (d) the Investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Our determination is made based further upon our action of (a) making written disclosure to each Investor prior to the closing of sale that the securities have not been registered under the Securities Act and therefore cannot be resold unless they are registered or unless an exemption from registration is available, (b) making written descriptions of the securities being offered, the use of the proceeds from the offering and any material changes in ~~the~~our Company’s affairs that are not disclosed in the ~~documents~~ documents furnished, and (c) placement of a legend on the certificate that evidences the securities stating that the securities have not been registered under the Securities Act and setting forth the restrictions on transferability and sale of the securities, and upon such inaction of ~~the~~our Company of any general solicitation or advertising for securities herein issued in reliance upon Rule 506 of Regulation D and Section 4(2) of the Securities Act.

(c) The shares of Common Stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act. We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to us that the investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K (THIS “FORM 10-K”), CONSTITUTE “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE “REFORM ACT”). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “BELIEVES”, “EXPECTS”, “MAY”, “SHOULD”, OR “ANTICIPATES”, OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF US-CHINA BIOMEDICAL TECHNOLOGY, INC. (“THE COMPANY”, “WE”, “US” OR “OUR”) TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K, UNLESS ANOTHER DATE IS STATED, ARE TO FEBRUARY 28, ~~2018~~2019.

Overview of Current Operations

AsFollowing ofthe ~~May 2017, we~~change ~~determined~~in itcontrol isof inour ~~the~~Company ~~best~~discussed ~~interest~~above tounder ~~shift~~Item ~~the~~1 ~~corporation’s~~“History ~~primary~~and ~~business~~Organization”, ~~focus~~we ~~and~~decided to put all cloud computing ~~software~~ software development on hold and shift our primary business focus. AsOur ~~such,~~immediate webusiness ~~have~~focus ~~sought~~is ~~out~~directed ~~and~~at ~~are~~the marketing and sales in the ~~process~~United States of ~~developing~~unique aproducts ~~newly~~and ~~revised~~technology ~~business~~developed ~~plan~~by ~~which~~BSP ~~will shift~~Medical ~~the~~Ltd. ~~Company’s~~(“BSP”), ~~primary~~an ~~focus~~affiliate tocompany headquartered ~~medical~~in ~~tourism~~Israel. ~~and~~BSP ~~the~~is ~~integration~~a ~~and~~biomedical ~~development~~technology company revolutionizing non-invasive diagnosis of ~~synergistic~~cardiac ~~relationships~~diseases. ~~with~~BSP ~~high~~offers ~~profiled~~a ~~doctors~~range ~~and~~of ~~hospitals~~electrocardiogram ~~that~~(“ECG”) ~~will~~products ~~act~~based ason athe ~~bridge~~HyperQ™ technology. These include complete systems for ~~connecting~~routine ~~patients~~clinical ~~and~~use, ~~bio~~research-~~technology~~oriented ~~advances~~systems, inand ~~China~~original ~~with~~equipment manufacturer (“OEM”) products. ~~the~~Research ~~Company’s~~systems ~~network~~facilitate ofdata USanalysis ~~based~~by ~~doctors~~exporting all test parameters and ~~hospitals.~~measurements ~~The~~in ~~Company~~a ~~intends~~configurable toformat ~~develop~~via a ~~scalable~~web based ~~biomedical~~user-friendly ~~bridge~~interface. ~~for the~~We UShave begun identifying qualified physicians and ~~China~~additions ~~markets.~~to ~~The~~our ~~Company~~management ~~would~~team ~~provide~~to ~~concierge~~begin initiation ~~services~~of ~~for~~operations ~~moving~~in ~~patients~~the ~~from~~US ~~China~~in order to begin sales and marketing of the BSP products in the US ~~with~~market. aIn ~~focus~~addition, onwe are in the ~~following~~process ~~demographics:~~of developing a joint venture with BSP whereby we will market and sell certain of their products.

~~(v)~~A ~~cancer~~secondary ~~patient~~aspect of ~~referrals~~our plan is the integration and development of synergistic relationships with high profiled doctors and hospitals that ~~are~~will act inas ~~non-critical,~~a ~~non~~bridge for connecting patients and bio-~~life~~technology ~~threatening~~advances ~~positions,~~in China with our Company’s network of US based doctors and hospitals. We intend to develop a scalable biomedical bridge for the US and China markets. We will provide services for moving patients from China to the US with an emphasis on the following demographics:

(vii) ~~pre-screening~~cancer ~~and~~patient ~~genetic~~referrals ~~testing~~that ~~for~~are ~~family~~in ~~members~~non-critical, ofnon-life-threatening ~~cancer patients~~positions,

(~~vii~~ii) ~~patients~~pre-screening ~~suffering~~and ~~from~~genetic ~~Diabetes,~~testing ~~and~~for family members of cancer patients,

(~~viii~~iii) ~~general~~patients ~~medical~~suffering ~~services~~from ~~including~~Diabetes, ~~preventative care~~ and ~~physicals.~~

9(iv) general medical services including preventative care and physicals.

~~The~~We ~~Company~~also ~~intends~~ intend to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device sales to government owned hospitals. As of the date of this report, ~~the~~we ~~Company~~have ~~has~~ begun identifying qualified physicians and additions to ~~the company’s~~ our management team to begin initiation of operations in the US. The business plan ~~and~~ is currently in the development phase.

RESULTS OF OPERATIONS

We had no revenues in the years ending February 28, ~~2018~~2019 (“~~2018~~2019”) and February 28, ~~2017~~2018 (“~~2017~~2018”).

~~During~~General and administrative expense - during the ~~2018~~2019 and ~~2017~~ 2018 periods, we incurred general and administrative ~~expenses~~expense of $~~515,~~522,059 and $43515,~~999~~522, respectively, an increase of $6,537. InDuring the ~~2018~~2019 period, ~~general and~~we ~~administrative~~experienced ~~expense~~higher ~~included~~costs ~~approximately~~for ~~$49,000~~compensation ofand ~~accounting~~benefits ~~fees,~~(up $1218,~~000~~449) ofas ~~health~~we ~~insurance,~~ramped up ~~$124,000~~our ofstaffing ~~legal~~in ~~fees, $109,000~~anticipation of ~~payroll~~commencing ~~expenses,~~operating ~~$10,000~~activities. ofOther ~~investor~~increased ~~relations,~~costs ~~$166,000~~were of rent ~~expense,~~(up $624,~~000~~812 ofon ~~stock~~a ~~compensation,~~new $7office lease),~~000~~ ~~of telephone~~insurance ~~expense,~~(up $76,~~000~~045 ofon ~~transfer~~added ~~agent~~D&O ~~fees~~and workers compensation coverage), ~~and~~consulting (up $133,~~000~~500), ofand travel ~~expense.~~and ~~During~~entertainment (up ~~the~~$10,106). ~~2017~~The ~~period,~~consulting weand ~~recorded~~travel/entertainment acosts ~~gain~~were ~~on the~~higher ~~cancellation~~as ofwe ~~accounts~~pursued ~~payable~~new ~~for~~business ~~invoices~~opportunities. ~~outstanding~~These increases in ~~the~~expense ~~years~~were ~~2012~~offset ~~through~~by ~~2014~~reductions in legal and ~~incurred~~accounting ~~approximately~~costs (down $3648,~~000 of~~079 ~~accounting~~and ~~fees,~~ $1113,~~000~~577, ofrespectively). ~~legal~~Legal ~~fees,~~expense is down on lower activity and ~~$14,000~~a offixed-fee ~~investor~~arrangement ~~relations~~reached with our attorneys. ~~Management~~The ~~has~~reduction ~~not~~in ~~received~~accounting ~~communications~~costs results from ~~these~~eliminating ~~vendors~~outside toconsults ~~collect~~by onbringing ~~these~~all ~~amounts~~accounting in-house.

~~Our~~Interest ~~net~~expense - ~~loss~~during ~~increased to~~the ~~$482~~2019 and 2018 periods,~~164~~ ~~for~~we ~~the~~incurred ~~2018~~interest ~~period~~expense ~~from~~of $443,~~799~~925 ~~for~~and ~~the~~$10,737, ~~2017~~respectively, ~~period~~a decrease of $6,811. The reduction ~~increase~~ was ~~attributable~~the toresult ~~higher~~of ~~general~~lower levels of both related and ~~administration costs~~non-related asparty ~~described~~debt ~~above~~in 2019.

Gain and loss on settlements of debt - during the 2019 period we recorded a loss on conversion of related party debt of $184,156 attributable to our sale of 2,000,000 shares of our common stock based on the excess in fair market value over purchase price of the shares issued in connection with this transaction. In the 2018 period, we recorded a gain on settlement of non-related party debt of $45,000.

Net loss - our net loss increased to $710,940 in 2019 compared to $482,164 for the 2018 period as a result of the factors described above.

Summary of any product research and development that we will perform for the term of our plan of operation.

WeDuring ~~may continue~~ the ~~development~~ of2019 ~~multiple versions of our MyComputerKey™ product, including an APP version for mobile phones~~ and ~~tablets. During~~ ~~the~~ 2018 ~~and 2017~~ periods, we did not incur costs associated with research and development activities.

Expected purchase or sale of plant and significant equipment

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

Significant changes in the number of employees

As of February 28, ~~2018~~2019, we have ~~two~~five active employees. We utilize independent contractors on a part-time/as needed basis to assist in our development activities, marketing, and financial and accounting support. We are also dependent upon our officers and directors for our future business development. As our operations expand, we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, ~~2018~~2019, we had cash and cash equivalents of $5636,~~407~~542 and a working capital deficit of $~~291~~17,~~025~~810. In comparison, as ~~compared~~of toFebruary 28, 2018, we had cash and cash equivalents of $356,~~366~~407 and a working capital deficit of $8291,~~110 as of February 28, 2017~~026.

We had total liabilities of $~~352~~76,~~432~~078 as of February 28, ~~2018~~2019 consisting of accounts payable, asaccrued ~~compared~~payroll, due to related party and deferred rent. This compares to total liabilities at February 28, 2018 of $14352,~~151~~433 asconsisting of ~~February~~accounts 28payable, ~~2017~~accrued payroll and debt.

WeAs of February 28, 2019, we had a total stockholders’ equity of $1,409 and an accumulated deficit of $2,936,783. In comparison, we had a total stockholders’ deficit of $271,~~806~~807 and an accumulated deficit of $2,225,843 as of February 28, 2018.

During 2018, we used $400,889 of cash in operating activities which was attributable primarily to our net loss of $482,164, offset by gain on settlement of debt of $45,000, common stock issued for settlement of accounts payable of $74,836, common stock issued for services of $15,000, and the net change in operating assets and liabilities of $45,264. During 2017, we used $63,814 of cash in operating activities which was attributable primarily to our net loss of $44,799 and a $16,515 reduction of accounts payable.14

10During 2019, we used $544,670 of cash in operating activities which was attributable to our net loss of $710,940 and the net change in operating assets and liabilities of $21,782, offset by the loss on conversion of related party debt of $184,156 and interest expense of $3,896 settled by the issuance of common stock.

During 2018 ~~and 2017~~, we ~~received~~ used $~~0 and $64~~400,~~500~~889 ~~respectively~~of cash in ~~capital~~operating ~~contributions~~activities ~~from~~which ~~Goldenrise~~resulted ~~including $57,037 received in 2016~~ from a ~~2015~~our ~~stock~~net ~~sale.~~loss As of ~~July 28~~$482,164 ~~2018,~~and ~~Goldenrise~~the isgain noon ~~longer~~settlement aof ~~shareholder.~~debt Onof ~~January 13~~$45, ~~2018~~000, ~~the Company and Goldenrise~~ ~~entered~~offset ~~into~~by acommon ~~Debt~~stock ~~Settlement~~issued ~~Agreement~~for ~~whereby~~settlement ~~the~~of ~~Company~~accounts ~~paid~~payable ~~an aggregate $45,000 in exchange for the extinguishment~~ of ~~all~~ $9074,~~000 in debt held by Goldenrise. During 2018~~836, wecommon ~~had~~stock ~~net~~issued ~~cash~~for ~~provided~~services ~~by financing activities~~ of $~~453~~6,~~931~~000, ~~which consisted~~write-off of ~~$75,000~~security ofdeposit ~~proceeds from sale~~ of ~~common~~$175 ~~stock,~~and ~~$152,632~~the ofnet ~~proceeds~~change ~~from~~in ~~notes~~other ~~payable,~~assets and ~~$226,299~~liabilities of ~~proceeds from related party notes payable~~$45,264.

~~Since~~During ~~inception~~2019, wenet cash ~~have~~provided ~~processed~~by ~~compensation~~financing toactivities ~~our~~was ~~former~~$524,805, ~~Chief~~which ~~Executive~~consisted ~~Officer~~of as$569,805 anof ~~independent~~proceeds ~~contractor~~from ~~under~~sale ~~Form 1099 instead~~ of ~~processing it~~common asstock, ~~payroll~~less ~~under Form W-2. We do not expect that any fees or penalties incurred as a result will cause any meaningful or significant~~$45,000 ~~misreporting~~from ofrepayment ~~our financial condition and results~~ of ~~operations~~notes ~~for~~payable. ~~the~~The ~~years ended February 28~~$45,000 ~~2018,~~repayment ~~February~~was ~~28,~~made ~~2017~~to ~~or going forward~~Goldenrise.

~~Additional~~During ~~capital is~~2018, ~~required~~net incash provided ~~order~~by tofinancing ~~develop~~activities ~~our~~was ~~new~~$453,931, ~~business~~which ~~plan.~~consisted ~~We just completed a sale~~ of $~~800~~75,000 ~~in common stock under Regulation S to one~~ of ~~our~~proceeds ~~majority~~from ~~shareholders~~sale ~~in exchange for 2,000,000 shares~~ of ~~restricted~~common stock., ~~The~~$152,632 ~~purchase~~proceeds from ~~price~~non-related ~~was~~party ~~paid~~notes ~~partially in~~payable, ~~cash~~ and ~~partially~~$226,299 byof ~~and~~proceeds ~~through~~from arelated ~~debt~~party ~~settlement~~notes ~~agreement~~payable.

~~Since~~Prior weto ~~have~~January ~~no liquidity~~2018, ~~and~~compensation ~~have~~paid ~~suffered losses, we depend~~ to ~~a great degree on the ability to attract external financing in order to conduct~~ our ~~business activities~~Chief ~~and~~Executive ~~expand~~Officer ~~our~~was ~~operations.~~paid ~~These~~as ~~factors~~an ~~raise~~independent ~~substantial~~contractor ~~doubt~~under ~~about~~Form ~~the~~1099 ~~Company’s~~instead ~~ability~~of ~~to continue~~ as apayroll under ~~going~~Form ~~concern~~W-2. IfWe wedo ~~are~~not ~~unable~~expect tothat ~~raise~~any ~~additional~~fees ~~capital from conventional sources, including increases in related party and non-related party loans and/~~or ~~additional~~penalties ~~sales~~incurred ~~of stock,~~as wea ~~may~~result bewill ~~forced~~cause toany ~~curtail~~meaningful or ~~cease~~significant ~~our operations. Even if we~~misreporting ~~are~~of ~~able to continue~~ our ~~operations,~~financial ~~the~~condition ~~failure to obtain financing could have a substantial adverse effect on our business~~ and ~~financial~~ results. Weof ~~have~~operations nofor ~~commitments~~the toyear ~~provide~~ended usFebruary ~~with financing in the future~~28, ~~other than described above~~2018. ~~Our independent registered public accounting firm included an explanatory paragraph raising substantial doubt about the Company’s ability to continue as a going concern.~~

~~Notwithstanding,~~Additional wecapital ~~anticipate~~is ~~generating~~required ~~losses~~in ~~and~~order ~~therefore~~to ~~may~~implement beour ~~unable~~business toplan. Since ~~continue~~we ~~operations~~have inno ~~the~~liquidity ~~future.~~and Wehave ~~anticipate~~suffered ~~that~~losses, we ~~will~~depend ~~require~~to a ~~additional~~great ~~capital~~degree on the ability to attract external financing in order to ~~grow~~conduct our business byactivities ~~increasing~~and ~~headcount~~expand ~~and~~our operations. These factors raise substantial doubt about our ~~budget~~ability ~~for~~to ~~fiscal~~continue ~~year~~as ~~ending~~a ~~2019~~going concern. WeIf ~~may~~we ~~use~~are unable to raise additional capital afrom ~~combination~~conventional ofsources, ~~equity~~including increases in related party and non-related party loans and/or ~~debt~~additional ~~instruments~~sales of stock, we may be forced to ~~funds~~curtail or cease our ~~growth~~operations. ~~strategy~~Even orif ~~enter~~we ~~into~~are able to continue our operations, the failure to obtain financing could have a ~~strategic~~substantial ~~arrangement~~adverse effect on our business and financial results. We have no commitments to provide us with financing in the future, other than described above. Our independent registered public accounting firm included an explanatory paragraph in their report raising substantial doubt about our ability to continue as a ~~third~~going concern. We continue to pursue debt and/or equity ~~party~~financing, although their can be no assurance that our efforts will be successful.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

None.

Recent Pronouncements

~~The~~Our ~~Company's~~ management ~~has~~ has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does ~~not~~ not believe that any of these pronouncements will have a material impact on ~~the~~our ~~Company's~~ financial position and results of operations.

Off-Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

1115

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Report of Independent Registered Public Accounting Firm(s)	F-1
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of February 28, 2018 and 2017	F-3
Balance Sheets as of February 28, 2019 and 2018	F-2
Statements of Operations for the years ended February 28, 2018 and 2017	F-4
Statements of Operations for the years ended February 28, 2019 and 2018	F-3
Statements of Stockholders’ Deficit for the years ended February 28, 2018 and 2017	F-5
Statements of Stockholders’ Equity/(Deficit) for the years ended February 28, 2019 and 2018	F-4
Statements of Cash Flows for the years ended February 28, 2018 and 2017	F-6
Statements of Cash Flows for the years ended February 28, 2019 and 2018	F-5
Notes to Audited Financial Statements	F-76

1216

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Cloud Security Corporation

We have audited the accompanying balance sheet of Cloud Security Corporation (the “Company”) as of February 28, 2017 and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cloud Security Corporation as of February 28, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses and requires working capital to continue to develop, operate and market its products. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ dbbmckennon

Newport Beach, California

June 14, 2017

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of US-China Biomedical Technology, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~sheets of US-China Biomedical Technology, Inc. (the "Company") as of February 28, 2019 and 2018, the related ~~statement~~statements of operations, stockholders' equity /(deficit), and cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements ~~present~~ present fairly, in all material respects, the financial position of the Company as of February 28, 2019 and 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ TAAD LLP

TAAD LLP

We have served as the Company's auditor since 2017

Diamond Bar, CA

June 1312, ~~2018~~2019

F-21

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

BALANCE SHEETS

	February 28, 2018			February 28, 2017
	February 28, 2019			February 28, 2018
ASSETS
Current Assets:
Current assets:
Cash	$	5636,~~407~~542		$	356,~~366~~407
Prepaid expenses		521,~~000~~726			25,~~500~~000
Deposit		–			175
Total current assets		58,268			61,407
Total current assets		61,407			6,041
Deposit		19,219			19,219
Deposit		19,219			–
TOTAL ASSETS	$	77,487		$	80,626
TOTAL ASSETS	$	80,626		$	6,041
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	1821,~~153~~595		$	1427,~~151~~319
Accrued payroll - related parties		35,175			–
Deferred rent		8,167			–
Accrued payroll - non-related parties		27,806			–
Due to related party		1,600			1,600
Notes payable and accrued interest		45,000			–
Accrued payroll - related parties		38,500			35,175
Related party notes payable and accrued interest		226,299			–
Accrued payroll - non-related parties		6,216			17,039
TOTAL LIABILITIES		352,433			14,151
Notes payable and accrued interest		–			45,000
Commitments and contingencies
Related party notes payable and accrued interest		–			226,299
		–			–
TOTAL LIABILITIES		76,078			352,433
Stockholders' deficit:
Commitments and contingencies		–			–
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at February 28, 2018 and 2017, respectively		–			–
Stockholders' equity (deficit):
Common stock, $0.001 par value, 190,000,000 shares authorized; 13,510,646 and 13,026,980 shares issued and outstanding at February 28, 2018 and 2017, respectively		13,510			13,027
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at February 28, 2019 and 2018, respectively		–			–
Additional paid-in capital		1,940,526			1,722,542
Common stock, $0.001 par value, 190,000,000 shares authorized; 15,510,646 and 13,510,646 shares issued and outstanding at February 28, 2019 and 2018, respectively		15,510			13,510
Accumulated deficit		(2,225,843	)		(1,743,679	)
Additional paid-in capital		2,922,682			1,940,526
Total stockholders' deficit		(271,807	)		(8,110	)
Accumulated deficit		(2,936,783	)		(2,225,843	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	80,626		$	6,041
Total stockholders' equity (deficit)		1,409			(271,807	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	77,487		$	80,626

See accompanying notes to financial statements

F-32

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

STATEMENTS OF OPERATIONS

	For the Year Ended February 28, 2018			For the Year Ended February 28, 2017
	For the Year Ended February 28, 2019			For the Year Ended February 28, 2018
General and administrative	$	515,522		$	43,999
Operating expense:
Gain on settlement of debt		45,000			–
General and administrative	$	522,059		$	515,522
Interest expense		(10,737	)		–
Operating loss		(522,059	)		(515,522	)
Loss before provision for income taxes		(481,258	)		(43,999	)
Other (expense) income:
Provision for income taxes		906			800
Interest expense		(3,925	)		(10,737	)
Net loss	$	(482,164	)	$	(44,799	)
Loss on conversion of related party debt		(184,156	)		–
Weighted average shares basic and diluted		13,152,315			13,026,980
Gain on settlement of non-related party debt		–			45,000
Weighted average basic and diluted loss per common share	$	(0.04	)	$	(0.00	)
Total other (expense) income		(188,081	)		34,263
Loss before provision for income taxes		(710,140	)		(481,258	)
Provision for income taxes		800			906
Net loss	$	(710,940	)	$	(482,164	)
Weighted average shares basic and diluted		15,138,043			13,152,315
Weighted average basic and diluted loss per common share	$	(0.05	)	$	(0.04	)

See accompanying notes to financial statements

F-43

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Equity/(Deficit)
Balance at February 28, 2016		13,026,980	$	13,027	$	1,658,042	$	(1,698,880	)	$	(27,811	)
Balance at February 28, 2017		13,026,980	$	13,027	$	1,722,542	$	(1,743,679	)	$	(8,110	)
Capital contribution		–		–		64,500		–			64,500
Proceeds from issuance of common stock		125,000		125		74,875					75,000
Net loss		–		–		–		(44,799	)		(44,799	)
Common stock issued for accounts payable		187,087		187		74,649					74,836
Balance at February 28, 2017		13,026,980		13,027		1,722,542		(1,743,679	)		(8,110	)
Common stock issued for services		15,000		15		5,985					6,000
Proceeds from issuance of common stock		125,000		125		74,875		–			75,000
Common stock issued for settlement of notes payable and accrued interest		156,579		156		62,475					62,631
Common stock issued for accounts payable		187,087		187		74,649		–			74,836
Common stock issued for services		15,000		15		5,985		–			6,000
Common stock issued for settlement of notes payable and accrued interest		156,579		156		62,476		–			62,632
Net loss		–		–		–		(482,164	)		(482,164	)
Balance at February 28, 2018		13,510,646	$	13,510	$	1,940,~~527~~526	$	(2,225,843	)	$	(271,~~806~~807	)
Common stock issued in connection with stock purchase agreement and debt settlement with related party		2,000,000		2,000		798,000		–			800,000
Loss on conversion of related party debt		–		–		184,156		–			184,156
Net loss		–		–		–		(710,940	)		(710,940	)
Balance at February 28, 2019		15,510,646	$	15,510	$	2,922,682	$	(2,936,783	)	$	1,409

See accompanying notes to financial statements

F-54

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

STATEMENTS OF CASH FLOWS

	For the Year Ended February 28, 2018			For the Year Ended February 28, 2017
	For the Year Ended February 28, 2019			For the Year Ended February 28, 2018
Cash flows from operating activities:
Net loss	$	(~~482~~710,~~164~~940	)	$	(44482,~~799~~164	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of debt		(45,000	)		–
Gain on settlement of non-related party debt		–			(45,000	)
Write-off of security deposit		175			–
Loss on conversion of related party debt		184,156			–
Common stock issued for settlement of accounts payable		74,836			–
Interest expense settled by issuance of common stock		3,896			–
Common stock issued for services		6,000			–
Write-off of security deposit		–			175
Common stock issued for settlement of accounts payable		–			74,836
Common stock issued for services		–			6,000
Changes in operating assets and liabilities:
Prepaid expenses		(2116,~~719~~726	)		(221,~~500~~719	)
Accounts payable		4(5,~~002~~725	)		~~(16~~13,~~515~~169	)
Accrued liabilities		62,981			–
Deferred rent		8,167			–
Net cash used in operating activities		(400,889	)		(63,814	)
Due to related party		–			1,600
Accrued liabilities		(7,498	)		52,214
Net cash used in operating activities		(544,670	)		(400,889	)
Cash flows from financing activities:
Proceeds from sale of common stock		75569,~~000~~805			–75,000
Capital contributions		–			64,500
Payments of notes payable		(45,000	)		–
Proceeds from notes payable		~~152,632~~–			–152,632
Proceeds from related party notes payable		~~226,299~~–			–226,299
Net cash provided by financing activities		~~453~~524,~~931~~805			64453,~~500~~931
Net change in cash		53(19,~~041~~865	)		~~686~~53,041
Cash, beginning of period		356,~~366~~407			23,~~680~~366
Cash, end of period	$	5636,~~407~~542		$	356,~~366~~407
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	~~906~~800		$	–906

See accompanying notes to financial statements

F-65

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

NOTES TO FINANCIAL STATEMENTS

1.	Organization and Business

~~US-China Biomedical~~History ~~Technology, Inc., formerly Cloud Security Corporation~~ and Accend Media (the “Company”), was incorporated in the State of Nevada on December 20, 2010. On May 22, 2012, the Company merged with Cloud Star Corporation (“Cloud Star”), a privately held Nevada corporation incorporated on October 17, 2011 headquartered in California (the “Merger”). Cloud Star’s then Chief Executive Officer assigned his rights and interests in technology named “The VirtualKey Desktop Solution” (“MyComputerKey”) and additional cloud security technology products to the Company in connection with the Merger. Following the Merger, the Company conducted the business of Cloud Star and changed its name from “Accend Media” to “Cloud Star Corporation”. On May 28, 2013, the Company changed its corporate name to “Cloud Security Corporation”.Organization

~~The~~We ~~Company’s~~were incorporated ~~principal~~on ~~business~~December ~~through~~20, ~~July~~2010 ~~2017~~in ~~has been~~ the ~~software~~State ~~development~~ of ~~MyComputerKey;~~Nevada ~~however,~~as ~~due~~Accend toMedia. ~~cash~~On ~~flow~~May ~~constraints~~23, we ~~have~~2012 ~~been~~we ~~unable~~consummated toa ~~proceed~~merger (the “Merger”) with ~~development~~Cloud ofStar ~~this software. The Company is currently evaluating alternative business ventures~~Corporation, as ~~discussed~~a ~~below.~~Nevada ~~During 2016~~corporation, ~~the~~and ~~Company~~we ~~received~~changed aour ~~patent~~name ~~and is continuing~~ to ~~evaluate~~Cloud ~~its~~Star ~~intellectual~~Corporation ~~property~~(“Cloud ~~and business~~Star”). ~~strategies~~The ~~including~~Merger ~~raising~~was ~~additional~~accounted ~~capital~~ for ~~further~~as ~~development~~a ofreverse ~~our~~acquisition ~~product,~~with ~~MyComputerKey™.~~Cloud ~~While~~Star ~~the~~being ~~Company is~~treated ~~contemplating~~as ~~alternative business ventures, it intends to either further consider~~ the ~~development~~acquirer ~~of its technology~~ for ~~application in~~accounting ~~a new business venture, or may consider the sale of such technology~~purposes.

On May ~~December 8~~28, ~~2014~~2013, ~~the~~we ~~Company~~changed entered into a stock purchase agreement (the “SPA”) with Goldenrise Development, Inc., a California corporation (“Goldenrise”) whereby the Company sold 12,000,000 shares of its common stock for $180,000 to Goldenrise representing approximately 92% of our ~~outstanding~~corporate ~~shares.~~name Infrom ~~connection~~Cloud ~~with~~Star ~~the~~Corporation ~~SPA, we also agreed~~ to ~~effectuate~~Cloud aSecurity ~~1:100 reverse stock split of the Company’s issued and outstanding common stock (“Reverse Split”) which became effective on January 22, 2015~~Corporation. The Company’s then directors and officers immediately preceding the close of this transaction resigned at closing. Goldenrise designated the current directors and officers of the Company. The transaction effectuated a change in control of the Company.

On ~~March~~December 318, ~~2017~~2014, ~~Goldenrise~~we ~~and the Company~~ entered into a Stock Purchase Agreement (the “~~Peng~~Goldenrise Agreement”) with ~~Zhi~~Goldenrise ~~Lu Peng~~Development, anInc. ~~individual~~ (~~the~~ “~~Peng Purchaser~~Goldenrise”). Under ~~Pursuant to~~ the ~~Peng~~Goldenrise Agreement, ~~Goldenrise~~we ~~agreed~~sold ~~to sell and Peng Purchaser agreed to purchase~~ 12,000,000 ~~restricted common stock~~ shares of ~~the~~our ~~Company, representing approximately 92.12% of the Company’s outstanding shares of~~ common stock. ~~In consideration for these shares, Peng Purchaser was required pay~~ to Goldenrise afor ~~total of~~ $~~400~~180,000 ~~as follows:~~which ~~(i)~~equated ~~$100,000~~to ~~upon~~approximately 92% ~~the execution~~ of ~~the~~our ~~Peng~~outstanding ~~Agreement, and (ii) $300,000 on or before June 15, 2017~~shares. ~~The~~This ~~purchase~~transaction ~~price was~~effectuated ~~not~~a ~~fully~~change ~~funded,~~in ~~$50,000~~control ~~towards~~of ~~the~~our ~~purchase price that was remitted was returned to Peng Purchaser, and the Peng Agreement terminated by its terms on June 15, 2017 and is no further force or effect~~Company.

On June 28, 2017, Goldenrise and ~~the~~our Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, ~~the~~our ~~Company’s sole~~then sole officer and director (~~the~~ “Dunn”). Pursuant to ~~the~~ Dunn Agreement, Goldenrise agreed to sell ~~and Dunn agreed to purchase~~ 12,000,000 ~~restricted common stock~~ shares of ~~the~~our ~~Company,~~common stock to Dunn representing approximately 92~~.12~~% of ~~the~~our ~~Company’s~~ outstanding ~~shares~~ ~~of common stock~~shares. In consideration for ~~the~~these shares, ~~the~~ Dunn ~~will~~agreed ~~pay~~ to ~~Goldenrise~~pay Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 ~~shall be~~ withheld byas an ~~Dunn~~offset ~~and~~to ~~applied towards~~ monies owed by Goldenrise to Dunn; and (iii) $40,000 ~~shall be with~~ withheld ~~by Dunn~~ and applied towards invoices related to the audit and ~~legal~~ legal fees associated with the reporting requirements of ~~the~~our Company through the date of Closing.

Concurrently, on June 28, 2017, Dunn ~~and~~entered into a Stock Purchase Agreement (the “SPA”) with China Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively, the “Buyers”), ~~entered~~or ~~into a Stock Purchase Agreement (the~~ “~~SPA~~China-Israel”). Pursuant to the SPA, Dunn agreed to sell ~~and Buyers agreed to purchase~~ 6,000,000 ~~restricted~~of our common ~~stock~~ shares ~~of the Company (the “Shares”)~~, representing approximately 46~~.06~~% of ~~the~~our ~~Company’s~~ outstanding shares ~~of common stock~~. In consideration for the ~~Shares~~shares, Buyers agreed to pay to Dunn a total of $200,000 upon ~~execution of~~ the SPA’s execution (the “Purchase Price”). ~~The Closing of the SPA was extended mutually by the parties and closed on July 28, 2017. The Purchase Price was wired directly to the Company for the benefit of Dunn.~~

~~Prior~~The toClosing ~~the~~for ~~Closing~~both of the Dunn Agreement ~~with~~and ~~Goldenrise, on July 25, 2017,~~ the ~~Company~~SPA ~~entered~~occurred ~~into~~on anJuly ~~unsecured promissory note with Goldenrise in the amount of $90~~28,~~000~~ ~~(the “Note”) (See Note 4)~~2017. AsThe ~~such, when remitting the purchase price under the~~ Dunn Agreement~~, $90,000~~ ~~was~~and ~~paid to Goldenrise as payment under~~ the ~~Dunn~~SPA ~~Agreement~~resulted ~~and~~in ~~$90,000~~a ~~was~~change ~~retained~~ in ~~the~~control ~~Company’s~~of ~~account as payment~~our ~~from Goldenrise to the~~ Company ~~for the Note~~. ~~The Dunn Agreement purchase price has been paid in full.~~

FOn December 29, 2017, our Board of Directors approved an agreement and plan to merge with our wholly-7owned subsidiary, US-China Biomedical Technology, Inc., a Nevada corporation, to effectuate a name change from Cloud Security Corporation to US-China Biomedical Technology, Inc. (“US-China”). US-China was formed solely for the purpose of this name change and our Company was the surviving entity following the merger. On February 8, 2018, the Financial Industry Regulatory Authority (“FINRA”) announced the effectiveness of a change in our Company’s name to “US-China Biomedical Technology, Inc.” and new trading symbol “UCBB” which became effective on the opening of trading as of February 9, 2018.

~~The Closing of the Dunn Agreement and SPA occurred on July 28, 2017. The Dunn Agreement and SPA resulted in a change in control of the Company.~~Business

InWe ~~August~~are ~~2017,~~an ~~the Company~~early ~~began considering a revised business plan wherein the Company’s primary focus will be the integration and development~~stage ofbiomedical ~~synergistic relationships with high profiled doctors and hospitals that will act as a bridge for connecting patients and bio-~~technology ~~advances~~ ~~in China with the Company’s network of US based doctors~~ and ~~hospitals.~~services ~~The Company intends to develop a scalable biomedical bridge for the US and China markets~~company. ~~The~~Through ~~bridge~~late ~~would~~2017 ~~provide~~our ~~concierge~~principal ~~services~~business ~~for~~was ~~moving~~related ~~patients from China~~ to the US ~~with~~software adevelopment ~~focus on the following demographics: (i) cancer patient referrals that are in non-critical, non-life threatening positions,~~of ~~(ii)~~MyComputerKey™ ~~pre-screening~~ and ~~genetic~~our ~~testing~~other ~~for~~patented ~~family~~cloud ~~members~~computing oftechnologies; ~~cancer patients~~however, ~~(iii)~~due ~~patients~~to ~~suffering~~cash ~~from~~flow ~~Diabetes~~constraints, ~~and~~we ~~(iv) general~~were ~~medical services including preventative care and physicals. The Company intends~~ unable to ~~develop~~proceed ~~working relationships~~ with ~~key medical~~the ~~innovators~~further ~~for~~development ~~possible~~of ~~joint~~our ~~ventures~~software. ~~related~~Due to ~~medical~~enhanced ~~device~~competition ~~manufacturing~~ in ~~China,~~the ~~including~~software ~~working~~development ~~towards~~market ~~obtaining~~and advancements ~~CFDA~~in ~~approval~~technology ~~for~~made ~~medical~~by ~~device~~our ~~sales to government owned hospitals. As of the date of this report~~competitors, ~~the~~we ~~Company~~began ~~has~~evaluating ~~not~~alternative ~~yet implemented this~~ business ~~plan and is currently in the development phase~~plans.

~~On December 29, 2017, the Board of Directors of the Company approved the incorporation of US~~F-China Biomedical Technology, Inc. (“US-China”) in the state of Nevada as a wholly-owned subsidiary of the Company. US-China was incorporated on January 11, 2018. Mr. Qingxi Huang is the sole officer and Director of US-China.6

Following the change in control of our Company pursuant to the SPA, we decided to put the software development on hold and shift our primary business focus. Our immediate business focus is directed at the marketing and sales in the United States of unique products and technology developed by BSP Medical Ltd. (“BSP”), an affiliate company headquartered in Israel. BSP is a biomedical technology company revolutionizing non-invasive diagnosis of cardiac diseases. BSP offers a range of electrocardiogram (“ECG”) products based on the HyperQ™ technology. These include complete systems for routine clinical use, research-oriented systems, and original equipment manufacturer (“OEM”) products. Research systems facilitate data analysis by exporting all test parameters and measurements in a configurable format via a web based user-friendly interface. We have begun identifying qualified physicians and additions to our management team to begin initiation of operations in the US in order to begin sales and marketing of the BSP products in the US market. In addition, we are in the process of developing a joint venture with BSP whereby we will market and sell certain of their products.

One BSP product of interest is the HyperQ Analyzer Stress, a unique software module designed to analyze Stress Test ECG based on the detection of changes in the high frequency component of the QRS segment. HyperQ can be integrated in any ECG stress systems.

(i)

cancer patient referrals that are in non-critical, non-life-threatening positions,

(ii)

pre-screening and genetic testing for family members of cancer patients,

(iii)

patients suffering from Diabetes, and

(iv)

general medical services including preventative care and physicals.

We also intend to develop working relationships with key medical innovators for possible joint ventures related to medical device manufacturing in China, including working towards obtaining China Food & Drug Administration (“CFDA”) approval for medical device sales to government owned hospitals. As of the date of this report, we have begun identifying qualified physicians and additions to our management team to begin initiation of operations in the US. The business plan is currently in the development phase.

Matters Relating to Former Officers and Directors

On January 31, 2017, our former Chief Executive Officer, President, and Chairman of the Board of Directors, Ning Liu resigned after being detained in China. Mr. Liu’s legal troubles are unrelated to the Company, have had no effect on our operations, and we do not believe this poses any business risk.

On November 23, 2017, our former Chief Executive Officer and Director, Michael R. Dunn, passed away unexpectedly.

On January 9, 2018, Ms. Amanda Huang resigned as the Senior Vice President of ~~the~~our Company effective immediately. ~~The~~Our ~~Board~~board of directors (“Board”) approved and accepted Ms. Huang’s resignation as ~~the Company’s~~ Senior Vice President on January 10, 2018.

On July 17, 2018, our Board appointed Dr. H. Rand Scott (“Dr. Scott”) as a member of Board and on January 3, 2019, Dr. Scott resigned from this position. The resignation was not the result of any disagreement with our Company on any matter relating to our Company’s operations, policies, or practices.

F-7

2.	Summary of Significant Accounting Policies

Basis of Presentation

~~The~~We ~~accompanying~~have ~~unaudited~~prepared the ~~interim~~accompanying financial statements ~~have~~in ~~been~~conformity ~~prepared~~with bygenerally accepted accounting principles in the ~~Company~~United ~~pursuant~~States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments.

Going Concern Considerations and Management’s Plans

The accompanying financial statements ~~have been prepared in conformity with generally accepted accounting principles in the United States of America, which~~ contemplate continuation of ~~the~~ our Company as a going concern. ~~The~~We ~~Company has~~currently have no revenues, ~~has~~have incurred net losses, ~~and~~ ~~has~~and have an accumulated deficit in excess of $2~~,225,843~~.9 million as of February 28, ~~2018~~2019. ~~The~~We ~~Company~~presently ~~currently~~have ~~has~~ limited liquidity and limited ~~access~~ access to capital. These factors raise substantial doubt about our ability to continue as a going concern ~~within~~for one year ~~after~~from the ~~date~~ date of ~~the~~this ~~financial statements are issued~~report. If ~~the~~we ~~Company~~are is unable to obtain adequate capital, we could be forced to cease operations.

Management anticipates ~~the~~we ~~Company~~ will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. Additional capital iswill be required for, inamong ~~order~~other tothings, ~~fund~~ the ~~Company’s~~establishment ~~operations.~~of Ina ~~light~~network of ~~management’s~~medical ~~efforts~~partners, ~~there~~the development of a marketing program, and to fund ongoing business needs. There are no assurances that ~~the Company~~ we will be successful in obtaining sufficient capital to continue as a going concern. Our ability to continue as a going concern is also dependent upon our success in accomplishing the plans described in the section of Note 1 titled “Business” for which there can be no assurance.

~~F-8~~The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Risks and Uncertainties

We have a limited operating history and have not commenced planned principal operations. In addition, we are embarking on a new business direction encompassing biomedical products and technologies which have no proven sales record.

Our business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our financial condition and our results of operations.

We currently have no sales, marketing or distribution capabilities. Therefore, to commercialize our products, we expect to collaborate with third parties to perform these functions. We have no experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our future products directly. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. While the product has been beta tested by three companies in the business-to-business market; the mass consumer market, including direct and indirect channels has not been tested.

While the Company holds patents for some of its technology, the Company must actively manage risks related to maintaining its technology and systems which may be obsolete without further development. It may be more costly to upgrade obsolete technology and it may be more cost effective to fund the development of a replacement system or new technology all together.F-8

We do not own any manufacturing facilities and we intend to utilize contract manufacturers to meet manufacturing needs. Accordingly, if any of our proposed products become available for widespread sale, we may not be able to arrange for the manufacture of such product in sufficient quantities at an acceptable cost, or at all, which could materially adversely affect our future prospects.

Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favorably received.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimate is the determination of timing and the amount of costs to be capitalized for software development and any related impairment of such assets, estimates of fair value attributable to common stock, as well as the carrying value acquired technologies for which development has not been completed and tested.

F-9

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of ~~the~~our Company. Unobservable inputs are inputs that reflect ~~the~~our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

	Level 1	- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	Level 2	- Include other inputs that are directly or indirectly observable in the marketplace.
	Level 3	- Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, ~~2018~~2019 and February 28, ~~2017~~2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivable deposits, accounts payable, accrued payroll and related costs, and related-party advances. Fair values for these items were assumed to approximate carrying values because of their short-term in nature or they are payable on demand. Cash of $5636,~~407~~542 and $356,~~366~~407 represent ~~the~~our Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at February 28, ~~2018~~2019 and February 28, ~~2017~~2018, respectively.

Basic Loss per Common Share

We calculate net loss per share in accordance with ASC 260 – Earnings per Share. Basic loss per share is calculated by dividing ~~the~~our ~~Company’s~~ net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing ~~the~~our ~~Company’s~~ net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of February 28, ~~2018~~2019 and February 28, ~~2017~~2018, ~~the~~we ~~Company~~ had no ~~shares of~~ potentially dilutive shares that have been excluded from the diluted loss per share computations as they would be antidilutive for the periods presented.

F-9

Income Taxes

~~The~~We ~~Company~~account ~~accounts~~ for income taxes in accordance with ASC 740 - Income Taxes, which requires ~~the~~us ~~Company~~ to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We ~~The~~record ~~Company records~~ a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. ~~The~~We include ~~Company includes~~ interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

FOur income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-10step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known.

The Company’s income tax returns are based on calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision become known.

Stock-Based Compensation

ASC 718, Share-Based Payment requires that compensation cost related to share-based payment transactions for employees be recognized in the financial statements. Share-based payment transactions within the scope of ASC 718 include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans.

ASC 718 requires disclosure of the fair value and other characteristics of stock options and more prominent disclosure about the effects of an entity’s accounting policy decisions with respect to stock-based compensation on reported net loss. ~~The~~We ~~Company~~have ~~has~~ reflected the expense of such stock -based compensation based on the fair value at the grant date for awards consistent with the provisions of ASC 718.

In connection with ASC 718, the fair value of our share-based compensation has been determined using the quoted market prices of ~~the~~our ~~Company’s~~ common stock. For stock options, we ~~will~~utilize ~~be utilizing~~ the Black-Scholes pricing model. The fair value of the shares and options granted are amortized as compensation expense on a straight -line basis over the requisite service period of the award, which is generally the vesting period. The fair value calculations involve significant judgments, assumptions, estimates and complexities that impact the amount of compensation expense to be recorded in current and future periods. Upon option exercise, ~~the~~we ~~Company issues~~issue new shares of stock.

~~The~~Our ~~Company's~~ accounting ~~policy~~ policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

F-10

New Accounting Pronouncements

WeIn February ~~have~~2016, ~~reviewed~~the ~~all recently~~FASB issued ~~accounting~~ASU ~~pronouncements~~No. 2016-02, Leases ~~and~~(Topic ~~these~~842) (“ASU ~~were~~2016-02”), ~~disclosed~~which inwill replace the ~~Company’s~~existing ~~most~~guidance ~~recently~~in ~~filed~~ASC ~~Form~~840, ~~10-K~~“Leases.” orThe ~~are~~updated standard aims to increase transparency and comparability ~~not~~among ~~believed~~organizations by usrequiring lessees to ~~have~~recognize aleased ~~material~~assets ~~impact~~and leased liabilities on the consolidated balance sheets and requiring disclosure of key information about leasing arrangements. This amendment is effective for our Company's ~~present~~in orthe ~~future~~fiscal ~~financial~~year beginning ~~statements~~March 1, ~~based~~2019, but early adoption is permissible. We are currently evaluating the potential impact that ASU 2016-02 may have on our ~~current~~financial position and results of operations.

We have reviewed all other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.

3.	Related Party Transactions

Due to Related Party

During the year ended February 28, 2018, Mr. Dunn advanced and was repaid funds through entities affiliated with him, net of repayments to the Company to fund certain operating expenses. The advances are due on demand and do not bear interest. The amounts due to Mr. Dunn of February 28, 2018 and 2017 were $0 and $0, respectively.

F-11

Related Party Transactions

On June 28, 2017, Goldenrise and the Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, the Company’s sole officer and director (the “Dunn”). Pursuant to the Dunn Agreement, Goldenrise agreed to sell and Dunn agreed to purchase 12,000,000 restricted common stock shares of the Company, representing approximately 92.12% of the Company’s outstanding shares of common stock. In consideration for the shares, the Dunn will pay to Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 shall be withheld by Dunn and applied towards monies owed by Goldenrise to Dunn; and (iii) $40,000 shall be with withheld by Dunn and applied towards invoices related to the audit and legal fees associated with the reporting requirements of the Company through the date of Closing.

Concurrently, on June 28, 2017, Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively, the “Buyers”), entered into a Stock Purchase Agreement (the “SPA”). Pursuant to the SPA, Dunn agreed to sell and Buyers agreed to purchase 6,000,000 restricted common stock shares of the Company (the “Shares”), representing approximately 46.06% of the Company’s outstanding shares of common stock. In consideration for the Shares, Buyers agreed to pay to Dunn a total of $200,000 upon execution of the SPA (the “Purchase Price”). The Closing of the SPA was extended mutually by the parties and closed on July 28, 2017. The Purchase Price was wired directly to the Company for the benefit of Dunn.

Prior to the Closing of the Dunn Agreement with Goldenrise, on July 25, 2017, the Company entered into an unsecured promissory note with Goldenrise in the amount of $90,000 (the “Note”) (See Note 4). As such, when remitting the purchase price under the Dunn Agreement, $90,000 was wired to Goldenrise as payment under the Dunn Agreement and $90,000 remained in the Company’s account as payment from Goldenrise to the Company for the Note. The Dunn Agreement purchase price has been paid in full.

During the year ended February 28, 2018, the buyers funded the Company with related party notes payable of $223,694 with an interest rate of 10% per annum. As of February 28, 2018, the buyers were owed $223,695 plus accrued interest of $2,605. During the year ended February 28, 2018, the Company recorded $2,605 of interest expense towards the buyers’ related party notes payable. Subsequent to year end, the buyer’s notes payable and accrued interest were converted into shares of common stock as part of the SPA. See Note 7.

Facility Lease

~~Commencing~~Effective on June 1, 2017, we ~~the Company~~ entered into ana ~~agreement~~lease with a company ~~for~~related ~~which~~to ~~Michael~~our ~~Dunn~~former ~~served~~CEO, asMichael ~~Chief~~Dunn, ~~Executive~~whereby ~~Officer~~we toleased ~~sublease~~ 5,824 square feet of office space on a month-to-month basis at a monthly rental amount of $16,962 plus approximately $300 per month for parking spaces. The lease ~~terms~~could ofbe ~~the~~terminated ~~sublease~~by ~~were~~either ~~approximately~~party by giving the ~~same~~non-terminating asparty ~~those~~a written 30-day notice of lease termination and non-renewal and specifically stating the ~~underlying~~intended termination date. Under this lease, ~~with~~we ~~the~~were ~~Landlord~~responsible for all services and utilities including, but ~~except~~not ~~the~~limited ~~sublease~~to, telephone, water, trash disposal, gas, and electricity, used during term of this lease. This lease was onterminated aeffective ~~month-to-month~~January ~~basis~~31, 2018.

AsOn ofMarch ~~February 28~~7, 2018, ~~the~~we entered ~~Company~~into ~~has~~a ~~terminated~~new ~~the month-to-month~~ lease ~~agreement~~with ~~described~~our ~~above~~landlord ~~and,~~for ~~effective~~the ~~March~~same 75,824 ~~2018,~~square ~~entered~~feet ~~into a~~of ~~new~~office ~~lease with the Landlord~~space. The new lease has a minimum term of approximately 35 months, expiring January 31, 2021, and requires the following minimum payments, excluding property taxes and other common area costs: months 1 through 11 - $16,016 per month totaling $176,176; months 12 through 23 - $16,715 per month totaling $200,580; and months 24 through 35 - $17,472 per month totaling $209,664. As of February 28, 2019, the future minimum payments for this lease for the fiscal years ending February 28, 2020 and 2021 are $201,337, and $192,192, respectively.

During the ~~year ended~~years ended February 28, 2019 and 2018, ~~the~~we ~~Company~~ incurred $190,518 and $165,706 in rent expense, with the 2018 year being a partial year’s worth of expense. As of February 28, 2019 and 2018, we had $8,167 and zero, respectively, of deferred rent.

~~Accrued~~Stock ~~Payroll~~Purchase and Settlement of Related Party Debt

~~The~~On ~~Company~~May ~~approved~~8, 2018, we ~~compensation~~completed toa ~~Michael~~subscription ~~Dunn~~agreement infor the ~~amount~~sale of $52,000,000 ~~per~~shares ~~month~~of ~~beginning~~our incommon ~~June~~stock ~~2017~~to our largest shareholder for $800,000. $230,195 Asof the purchase price was applied to the settlement of ~~February~~related ~~28,~~party ~~2018~~notes payable and ~~2017,~~accrued interest and the ~~Company~~remaining ~~has~~$569,805 was paid in cash. During the year ended February 28, 2019, we recorded ~~accrued~~$3,896 ~~and~~of ~~unpaid~~related ~~payroll~~party ~~due~~interest toexpense Mrin connection with the buyers’ related party notes payable. ~~Dunn~~Also ofduring ~~$30~~the year ended February 28,~~000~~ ~~and~~2019, we recorded a loss on settlement of debt of $0184,156 ~~respectively~~on the accompanying statement of operations based on the excess in fair market value over purchase price of the shares issued in connection with this transaction.

As of February 28, 2018 and 2017, the Company approved compensation to Amanda Huang, our former Senior Vice President in the amount of $5,000 per month beginning in June 2017. The Company has recorded accrued and unpaid payroll due to Ms. Huang of $1,977 and $0, respectively.F-11

AsStock ofPurchase ~~February 28, 2018~~ and ~~2017,~~Loan ~~there is accrued and unpaid payroll to non-related parties of $27,806 and $0, respectively.~~Agreements

On June 28, 2017, Goldenrise and our Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, our then sole officer and director (“Dunn”). Pursuant to Dunn Agreement, Goldenrise agreed to sell 12,000,000 shares of our common stock to Dunn representing approximately 92% of our outstanding shares. In consideration for these shares, Dunn agreed to pay Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 withheld as an offset to monies owed by Goldenrise to Dunn; and (iii) $40,000 withheld and applied towards invoices related to the audit and legal fees associated with the reporting requirements of our Company through the date of Closing.

Concurrently, on June 28, 2017, Dunn entered into a Stock Purchase Agreement (the “SPA”) with China Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively, the “Buyers” or “China-Israel”). Pursuant to the SPA, Dunn agreed to sell 6,000,000 of our common shares, representing approximately 46% of our outstanding shares. In consideration for the shares, Buyers agreed to pay Dunn a total of $200,000 upon the SPA’s execution (the “Purchase Price”).

The Closing for both the Dunn Agreement and the SPA occurred on July 28, 2017. The Dunn Agreement and the SPA resulted in a change in control of our Company.

On July 25, 2017, prior to the Closing of the Dunn Agreement, we entered into an unsecured promissory note with Goldenrise in the amount of $90,000 (the “Goldenrise Note”). See Note 5. As such, during the closing of the Dunn Agreement and the SPA, $90,000 was provided to our Company as proceeds received under the Goldenrise Note. The purchase prices under the Dunn Agreement and the SPA have been paid in full.

During late 2017 and early 2018, our largest shareholder funded our Company with related party notes payable of $223,694 with an interest rate of 10% per annum. As of February 28, 2018, the buyers were owed $226,299 which included accrued interest of $2,605. On May 8, 2018, we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and accrued interest and the remaining $569,805 was paid in cash. During the year ended February 28, 2019, we recorded $3,896 of related party interest expense in connection the buyers’ related party notes payable. Also during the year ended February 28, 2019, we recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued in connection with this transaction.

Accrued Payroll – Related Parties

Our Company approved compensation to Michael Dunn and Amanda Huang, each in the amount of $5,000 per month beginning in June 2017. In addition, at February 28, 2019, we owed Safa Movassaghi compensation of $5,000 for the month of February 2019. As of February 28, 2019 and 2018, we have recorded accrued and unpaid payroll, inclusive of estimated payroll taxes, for each of these individuals as follows:

	February 28, 2019		February 28, 2018
Michael Dunn (1)	$	33,000	$	33,000
Safa Movassaghi (2)		5,500		–
Amanda Huang (3)		–		2,175
Total accrued payroll – related parties	$	38,500	$	35,175

(1)

Mr. Dunn is deceased; his estate may pursue his accrued and unpaid compensation.

	(2)	All amounts owed to Mr. Movassaghi were paid March 1, 2019
	(3)	All amounts owed to Ms. Huang were paid during the year ended February 28, 2019.

F-12

4.Due ~~Notes~~to ~~Payable~~related party

OnAs of ~~June~~February 828, ~~2017,~~2019 ~~the Company~~and ~~issued~~2018, anwe ~~unsecured~~owed ~~note~~$1,600 ~~payable~~ to anAndrew ~~unrelated~~Dunn ~~third~~for ~~party~~one intime ~~the~~services ~~amount of $25~~provided,~~000~~ respectively. The ~~note~~amount ~~together~~owed ~~with accrued interest of $5,000~~ is ~~payable upon demand. The note~~ unsecured and ~~accrued~~ non-interest ofbearing ~~$30,000~~with ~~was~~no ~~converted~~fixed ~~into~~terms ~~75,000 shares~~ of ~~common stock on December 29, 2017~~repayment. ~~During~~The ~~the~~imputed ~~year~~interest ~~ended~~for ~~February~~both ~~28,~~years ~~2018,~~is ~~the Company recorded interest expense of $5,000~~immaterial.

OnAndrew ~~July~~Dunn ~~25,~~is ~~2017,~~ the ~~Company~~son ~~entered~~of ~~into~~Michael ~~an unsecured promissory note with Goldenrise~~Dunn, aour former ~~related party before change of control on June 28~~President, ~~2017,~~ inChief ~~the~~Executive ~~amount of $80~~Officer,~~000,~~ ~~which~~Chief ~~was~~Financial ~~increased to $90~~Officer,~~000~~ ~~by the Parties (the “Note”). The Note together with accrued interest is due and payable on August 31~~Secretary, ~~2017.~~Treasurer ~~The note does not bear interest. The Note was settled for $45,000 on January 13, 2018~~ and ~~thus the Company recorded a gain on settlement~~ Chairman of ~~$45,000 during~~ the ~~year~~Board; ~~ended~~his ~~February~~beneficial ~~28,~~ownership ~~2018.~~includes ~~The note was repaid on April~~ 2,900,000 ~~2018.~~shares ~~The amounts due as~~ of ~~February~~common 28stock, ~~2018~~as ~~was~~acquired ~~$45,000.~~control ~~The~~of ~~funds~~the ~~were~~shares toas ~~be used for transaction related costs~~administrator ~~which was to be repaid in August 2017 from anticipated future financing activities~~ of the ~~Company.~~Dunn ~~The~~Estate ~~Company has been unable to secure this financing~~ and ~~the~~0 ~~Note~~shares ~~remains~~issuable ~~outstanding.~~upon ~~Due to~~ the ~~outstanding~~exercise ~~balance~~of ~~not~~stock ~~being~~options. ~~paid,~~ Mr. Dunn, ~~who~~passed ~~was~~away ~~the purchaser~~November ~~of 12~~19,~~000,000~~ ~~shares~~2017. ~~under~~Mr. ~~the~~ Dunn’s beneficial ~~Agreement,~~ownership ~~will~~has ~~not~~been ~~provide~~transferred to the ~~$40~~administrator,~~000~~ inAndrew ~~funds~~Dunn, tohowever ~~be used for legal and accounting until such time as~~ the ~~loan~~estate is ~~paid~~still in ~~full~~probate topending ~~Goldenrise~~completion.

~~On September 28, 2017, the Company issued an unsecured note payable to an unrelated third party in the amount of $12,500~~4. ~~The~~Accrued ~~note~~Payroll ~~together~~– ~~with~~Non-related accrued interest of $2,500 that was earned upon issuance of the note is payable upon demand. The note and accrued interest of $15,000 was converted into 37,500 shares of common stock on December 29, 2017. During the year ended February 28, 2018, the Company recorded interest expense of $2,500.Parties

OnAs ~~October~~of 7,February ~~2017~~28, ~~the~~2019 ~~Company~~and ~~borrowed~~2018, $7there is accrued and unpaid payroll,~~000~~ ~~from~~inclusive anof ~~unrelated~~estimated ~~third~~payroll ~~party~~taxes, to non-related parties of $6,216 and $17,039 respectively. The ~~note~~February ~~with~~28, no2018 ~~accrued~~balance ~~interest~~ was ~~converted~~paid ~~into~~during 18the 2019 fiscal year while the February 28,~~750~~ ~~shares~~2019 ofbalance was ~~common~~paid ~~stock~~ on ~~December~~March 291, ~~2017~~2019.

~~On October 23, 2017, the Company issued an unsecured note payable to an unrelated third party in the amount of $8,000~~5. ~~The~~Notes note bears interest at a rate of 10% per annum and is payable upon demand. The note and accrued interest of $8,132 was converted into 20,329 shares of common stock on December 29, 2017. During the year ended February 28, 2018, the Company recorded interest expense of $132.Payable

On ~~October~~June 278, 2017, we ~~the~~issued ~~Company~~an ~~borrowed~~unsecured ~~$2,000~~note ~~from~~payable to an unrelated third party in the amount of $25,000. The ~~amount~~note ~~was~~together towith beaccrued ~~repaid~~interest of ~~within~~$5,000 30was ~~days~~payable upon demand. The note ~~with~~and no accrued interest of $30,000 was converted into 575,000 shares of common stock on December 29, 2017. During the year ended February 28, 2018, we recorded interest expense of $5,000.

5On July 25, 2017, we entered into an unsecured promissory note with Goldenrise, a former related party before change of control on June 28, 2017. ~~Capital~~The note ~~Stock~~was originally in the amount of $80,000 but was increased to $90,000 by the Parties. The note, which bore no interest, was due and payable on August 31, 2017. On January 13, 2018, the note was settled for $45,000 resulting in our Company recording a gain on settlement of $45,000 during the year ended February 28, 2018. The amount due at February 28, 2018 was repaid on April 2, 2018.

~~Authorizations~~On September 28, 2017, we issued an unsecured note payable to an unrelated third party in the amount of $12,500. The note together with accrued interest of $2,500 that was earned upon issuance of the note was payable upon demand. The note and ~~Designations~~accrued interest of $15,000 was converted into 37,500 shares of common stock on December 29, 2017. During the year ended February 28, 2018, we recorded interest expense of $2,500.

~~The~~On ~~Company~~October is7, ~~authorized~~2017, towe ~~issue~~borrowed ~~190~~$7,000~~,000~~ ~~shares~~under ofa ~~its~~note ~~$0.001~~from ~~par~~an ~~value~~unrelated ~~common~~third ~~stock~~party. The note and 10accrued interest totaling $7,~~000~~500 was converted into 18,~~000~~750 shares of ~~its~~common ~~$0.001~~stock ~~par~~on ~~value~~December ~~preferred~~29, ~~stock~~2017. As ofDuring the year ended February 28, 2018, nowe ~~preferred~~recorded ~~stock~~interest ~~has~~expense ~~been~~of ~~issued~~$500.

On ~~July~~October 3123, 2017, we issued an unsecured note payable to an unrelated third party in the ~~Company~~ ~~sold~~amount ~~100~~of $8,000. ~~shares~~The note bore interest at a rate of ~~restricted~~10% per ~~common~~annum ~~stock~~and ~~for~~was payable upon demand. The note and accrued interest totaling $508,~~000~~132 was converted into 20,329 shares of common stock on December 29, 2017. During the year ended February 28, 2018, we recorded interest expense of $132.

On October 27, 2017, ~~the~~we ~~Company~~borrowed ~~sold~~$2,000 25under a note from an unrelated third party. The amount was to be repaid within 30 days. The note with no accrued interest was converted into 5,000 shares of ~~restricted~~ common stock ~~for~~on ~~$25~~December 29,~~000~~ 2017.

On December 29, 2017, the Company issued 187,087 shares of restricted common stock for settlement of $74,836 of accounts payable for legal services.

On December 29, 2017, the Company issued 15,000 shares of restricted common stock for $6,000 of accounting services.

See Notes 3 and 4 for common stock issued for conversions of related party notes payable and notes payable.

F-13

6.	Capital Stock

Authorizations and Designations

We are authorized to issue 190,000,000 shares of our $0.001 par value common stock and 10,000,000 shares of our $0.001 par value preferred stock. As of February 28, 2019 and 2018, no preferred stock had been issued.

Sales of Common Stock

On May 8, 2018, we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder for $800,000. See Note 3 under “Stock Purchase” for more information.

On July 31, 2017, we sold 100,000 shares of our restricted common stock for $50,000 and on October 27, 2017 we sold 25,000 shares for $25,000.

Common Stock Issued for Services

On December 29, 2017, we issued 187,087 shares of restricted common stock for settlement of $74,836 of accounts payable for legal services.

Effective December 29, 2017, we issued 15,000 shares of restricted common stock for $6,000 of accounting services.

Effective December 29, 2017, we issued 156,579 shares of restricted common stock to five creditors in settlement of notes payable and accrued interest totaling $62,631. See Note 5 for further information.

2014 Stock Incentive Plan

The Board of Directors adopted the 2014 Stock Incentive Plan (the “Plan”). The Plan provides for the grant, at the discretion of the Compensation Committee of the Board of Directors, of stock awards, of common stock, restricted stock, awards of common stock, or stock options to purchase common stock of ~~the~~our Company, with a maximum of 150,000 shares. As of February 28, ~~2018~~2019, 131,875 shares are available for issuance under the Plan.

~~Capital~~7. ~~Contributions~~Income Taxes

~~During~~As ~~the~~of ~~year ended~~ February 28, ~~2017~~ 2019, ~~Goldenrise,~~we ~~the~~had ~~Company’s~~net ~~former~~operating ~~majority~~loss ~~shareholder,~~carry ~~contributed~~forwards of approximately $642,~~500~~016,000 that may be available to ~~fund~~reduce ~~business~~various ~~operations~~future years' Federal taxable income for 20 years through 2039. Net operating losses may be limited as a result of the ~~Company.~~merger ~~Upon~~with ~~Goldenrise’s~~Cloud ~~sale~~Security Corporation and the sales of ~~all~~stock ~~interest~~to Goldenrise and to China-Israel as described in ~~the~~Note ~~Company~~1. onFuture ~~July~~tax ~~28,~~benefits ~~2017,~~which ~~Goldenrise~~may ~~has~~arise as noa ~~interest~~result of these losses have not been recognized in the ~~Company~~ accompanying financial statements, ~~with~~as ~~the~~their ~~exception~~realization ofis ~~the~~determined not ~~outstanding~~likely ~~Note~~to ~~for~~occur ~~$90~~and accordingly,~~000,~~ ~~and~~we ~~there~~have ~~will~~recorded bea novaluation ~~further~~allowance ~~commitments~~for the deferred tax asset relating to ~~fund~~these ~~such~~net ~~costs~~operating loss carry forwards. Net operating losses will begin to expire in ~~the~~ ~~future~~2022.

6. Income Taxes

As of February 28, 2018, the Company had net operating loss carry forwards of approximately $1,243,000 that may be available to reduce future years' federal taxable income for 20 years through 2038. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these net operating loss carry forwards. Net operating losses will begin to expire in 2022.

The following table presents the current income tax provision for federal and state income taxes for the years ended February 28, 2018 and February 28, 2017:

	For the Year Ended February 28, 2018		For the Year Ended February 28, 2017
Current tax provisions:
Federal	$	–	$	–
State		906		800
Total provision for income taxes	$	906	$	800

Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended February 28, 2018 and February 28, 2017:

	For the Year Ended February 28, 2018		For the Year Ended February 28, 2017
US federal statutory income tax rate		-21%		-34%
State tax - net of benefit		-6%		-6%
Total provision for income taxes		0%		0%
Non-deductible expenses, net of federal benefit		3%		0%
Increase in valuation allowance		24%		40%
Minimum state taxes		1%		1%
Total provision for income taxes		1%		1%

F-14

The ~~components~~following oftable presents the ~~Company's~~ ~~deferred~~current income tax ~~assets~~provision for federal and state income taxes asfor ofthe years ended February 28, ~~2018~~2019 and February 28, ~~2017 consisted of the following~~2018:

	February 28, 2018			February 28, 2017
	For the Year Ended February 28, 2019			For the Year Ended February 28, 2018
Non-current deferred tax assets
Current tax provisions:
Net operating loss carry forwards	$	870,900		$	322,000
Federal	$	–		$	–
Less: valuation allowance		(870,900	)		(322,000	)
State		800			906
Net deferred tax assets	$	–		$	–
Total provision for income taxes	$	800		$	906

~~During~~Reconciliations ~~the years ended~~of ~~February 28, 2018 and February 28, 2017,~~ the ~~valuation allowance increased approximately $548,900 and $17,000, respectively~~U.S. ~~In assessing~~federal ~~the~~statutory ~~recovery~~rate ofto the ~~deferred~~actual tax ~~assets,~~rate ~~management~~for ~~considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~years ~~tax~~ended ~~assets~~February will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets28, ~~projected~~2019 ~~future taxable income,~~ and ~~tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of~~ February 28, ~~2018.~~ ~~Net operating losses may be limited as a result of the merger with Cloud Security and the sale of stock to Goldenrise. The deferred tax assets have been reduced to the 21% Federal tax rate for~~ 2018.:

The United States federal tax return years 2013 through 2017 are still subject to tax examination by the United States Internal Revenue Service, however, the Company does not have any ongoing tax examinations. The Company is subject to examination by the California Franchise Tax Board for the years 2013 to 2017 and currently does not have any ongoing tax examinations.

	For the Year Ended February 28, 2019			For the Year Ended February 28, 2018
US federal statutory income tax rate		-21	%		-21	%
State tax - net of benefit		-7	%		-6	%
Non-deductible expenses, net of federal benefit		8	%		3	%
Increase in valuation allowance		21	%		24	%
Minimum state taxes		0	%		1	%
Total provision for income taxes		1	%		1	%

The ~~United~~components ~~States~~of ~~federal~~our ~~and~~deferred ~~California~~tax assets for federal and state ~~tax~~income ~~returns~~taxes ~~for~~as of February 28, 2019 and February 28, 2018 ~~are~~consisted onof ~~extension.~~the following:

7. Subsequent Events

	February 28, 2019			February 28, 2018
Non-current deferred tax assets
Net operating loss carry forwards	$	768,553		$	870,900
Reserves and accruals		9,235			–
Less: valuation allowance		(777,788	)		(870,900	)
Net deferred tax assets	$	–		$	–

~~Subsequent~~During tothe year ~~end~~ended February 28, we2019, ~~entered~~the ~~into a~~valuation ~~subscription~~reserve ~~agreement~~decreased ~~for~~$93,112 ~~the~~compared ~~sale~~to an increase of 2$548,~~000~~900 during the year ended and February 28,~~000~~ ~~shares~~2018. In assessing the recovery of ~~our~~the ~~common~~deferred ~~stock~~tax toassets, ~~our~~management ~~largest~~considers ~~shareholder~~whether ~~for~~it ~~$800,000.~~is ~~$230,195~~more likely than not that some portion or all of the ~~purchase~~deferred ~~price~~tax ~~was~~assets ~~applied to~~will ~~the~~not ~~settlement~~be realized. The ultimate realization of ~~related~~deferred ~~party~~tax ~~notes~~assets ~~payable~~is ~~and~~dependent ~~accrued~~upon the ~~interest~~generation ~~and~~of future taxable income in the ~~remaining~~periods in which those temporary differences become deductible. Management considers ~~$569~~the scheduled reversals of future deferred tax assets,~~805~~ ~~was~~projected ~~paid~~future taxable income, and tax planning strategies in ~~cash~~making this assessment. ~~Also~~ ~~subsequent~~As toa ~~year~~result, ~~end~~management determined, weas ~~issued~~of 15February 28,~~000~~ ~~shares~~2019, ofthat ~~common~~it ~~stock~~was tomore ~~one~~likely ~~holder~~than asnot ~~compensation~~the deferred tax assets ~~for~~would ~~services~~not be realized. The deferred tax assets have been reduced to the 21% Federal tax rate beginning in 2018.

F-15

The United States federal tax return years 2014 through 2019 are still subject to tax examination by the United States Internal Revenue Service, however, we do not have any ongoing tax examinations. We are subject to examination by the California Franchise Tax Board for the years 2014 to 2019 and currently do not have any ongoing tax examinations.

The United States federal and California state tax returns for 2019 are on extension.

8.	Subsequent Events

On April 1, 2019, our Board approved entry into a strategic joint venture agreement with BSP for the creation of a joint venture, BSP Medical America, Inc (the “JV”). Our Company will acquire 50% of the JV pursuant to a subscription agreement for $100,000, and BSP shall contribute the same for their 50% ownership. Our CEO, Qingxi Huang, will be an officer and director of the JV. We are awaiting confirmation of consent from BSP and their executed JV agreement. As such, the JV is pending approval.

On April 16, 2019, we borrowed $50,000 from CIB pursuant to a Note at 10% annual interest rate and having a maturity date of October 16, 2019 (the “April 2019 Note”). The April 2019 Note was repaid as part of the funding of the Subscription Agreement on May 24, 2019, as discussed below.

On May 24, 2019, we entered into a Subscription Agreement with CIB pursuant to which we sold 4,290,000 units. Each single Unit consists of one (1) share of our common stock and two and one half (2.5) warrants (collectively the “Units”). The warrants are exercisable for 18 months at $0.05 per share. The aggregate purchase price for the Units is USD $214,500 (the “Purchase Price”) or USD $0.05 per share. The Purchase Price was paid as follows: (i) $50,506.85 applied in extinguishment of the principal and accrued interest underlying the April 2019 Note between CIB and our Company, and (ii) $163,993.15 in cash funded May 29, 2019. The shares were issued effective May 29, 2019.

F-16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, ~~2018~~2019. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

13Our management assessed the effectiveness of our internal control over financial reporting as of February 28, 2019. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded its internal controls over financial reporting were not effective as of February 28, 2019.

~~Our~~A ~~management~~material ~~assessed~~weakness ~~the~~is ~~effectiveness~~a deficiency, or combination of ~~our~~deficiencies, in internal control over financial reporting ~~as of February 28~~, ~~2018.~~such Inthat ~~making~~there ~~its~~is ~~assessment,~~a ~~management~~reasonable ~~used~~possibility ~~the~~that ~~criteria~~a ~~established~~material inmisstatement ~~Internal~~of ~~Control-Integrated~~our ~~Framework~~annual ~~issued~~or byinterim ~~the~~financial ~~Committee~~statements ofwill ~~Sponsoring~~not ~~Organizations of~~be ~~the~~prevented ~~Treadway~~or ~~Commission~~detected ~~("COSO").~~on ~~Based~~a ontimely basis. In its assessment, ~~management~~of ~~has~~the ~~concluded~~effectiveness ~~its~~of internal ~~controls~~control over financial reporting, ~~were~~we ~~not~~determined ~~effective~~that asthere ofwere control ~~February~~deficiencies 28that constituted material weaknesses, ~~2018~~as described below.

A1. ~~material~~We ~~weakness~~do isnot ahave ~~deficiency,~~an orIndependent ~~combination~~Audit ofCommittee ~~deficiencies, in~~– ~~internal~~We ~~control~~do ~~over~~not ~~financial~~have ~~reporting,~~an ~~such~~audit ~~that~~committee ~~there~~financial isexpert a(as ~~reasonable~~defined ~~possibility~~in ~~that~~Item a407 ~~material~~of ~~misstatement~~Regulation ofS-K) ~~the~~serving ~~Company’s annual~~on orits ~~interim~~Board ~~financial~~of ~~statements~~Directors. ~~will~~All ~~not~~current bemembers ~~prevented~~of orthe ~~detected~~Board onof aDirectors ~~timely~~lack ~~basis. In~~sufficient ~~its~~financial ~~assessment~~expertise offor ~~the~~overseeing ~~effectiveness of~~financial ~~internal~~reporting ~~control~~responsibilities. ~~over~~We ~~financial~~have ~~reporting~~not asyet ofemployed ~~December~~an ~~31,~~audit ~~2013,~~committee ~~the~~financial ~~Company~~expert ~~determined~~on ~~that~~its ~~there~~Board ~~were~~due ~~control~~to ~~deficiencies that~~the ~~constituted~~inability ~~material~~to ~~weaknesses,~~attract assuch ~~described~~a ~~below~~person.

12. We dodid not ~~have~~maintain anappropriate ~~Independent~~cash ~~Audit~~controls ~~Committee~~ – ~~The~~As ~~Company does not have an audit committee financial expert (as defined in Item 407~~ of ~~Regulation~~February ~~S-K)~~28, ~~serving~~2019, onwe ~~its~~did ~~Board~~not ofmaintain ~~Directors. All current members of the Board of Directors lack~~ sufficient ~~financial~~internal ~~expertise~~controls ~~for~~over ~~overseeing~~ financial reporting ~~responsibilities.~~for ~~The~~the ~~Company~~cash ~~has~~process, ~~not~~including ~~yet~~failure ~~employed~~to ansegregate ~~audit~~cash ~~committee~~handling ~~financial~~and ~~expert~~accounting onfunctions, ~~its~~and ~~Board~~did ~~due~~not torequire ~~the~~dual ~~inability~~signature toon ~~attract~~our ~~such~~bank ~~a person~~accounts.

23. We did not ~~maintain~~implement appropriate ~~cash~~information technology controls – As ofat February 28, ~~2018~~2019, ~~the~~we ~~Company~~retain ~~has~~copies ~~not~~of ~~maintained~~all ~~sufficient~~financial ~~internal~~data ~~controls~~and ~~over~~material ~~financial~~agreements; ~~reporting~~however, ~~for~~there ~~the~~is ~~cash~~no ~~process,~~formal ~~including~~procedure ~~failure~~or toevidence ~~segregate~~of ~~cash~~normal ~~handling~~backup ~~and~~of ~~accounting~~our ~~functions,~~or ~~and~~off-site ~~did~~storage ~~not~~of ~~require~~our ~~dual~~data ~~signature~~in on the ~~Company’s~~event ~~bank~~of ~~accounts~~theft, misplacement, or loss due to unmitigated factors.

~~3. We did not implement appropriate information technology controls – As at February 28~~Accordingly, ~~2018,~~we ~~the~~concluded ~~Company~~that ~~retains~~these ~~copies~~control deficiencies ofresulted ~~all~~in ~~financial~~a ~~data~~possibility ~~and~~that a material ~~agreements;~~misstatement ~~however, there is no formal procedure or evidence~~ of ~~normal backup of~~ the ~~Company’s~~annual ~~data~~ or ~~off-site~~interim ~~storage~~financial ofstatements ~~the~~would ~~data~~not inbe prevented ~~the~~or ~~event~~detected ofon ~~theft,~~a ~~misplacement,~~timely orbasis ~~loss~~by ~~due~~our tointernal ~~unmitigated factors~~controls.

~~Accordingly,~~As ~~the~~a ~~Company~~result ~~concluded~~of ~~that~~the ~~these~~material ~~control deficiencies~~weaknesses ~~resulted~~described inabove, amanagement ~~possibility~~has concluded that awe ~~material~~did ~~misstatement~~not ofmaintain ~~the~~effective ~~annual~~internal orcontrol ~~interim~~over financial ~~statements~~reporting ~~will~~as ~~not~~of beFebruary 28, ~~prevented~~2019, orbased ~~detected~~ on acriteria ~~timely~~established ~~basis~~in byInternal ~~the~~Control—Integrated ~~Company’s~~Framework ~~internal~~issued ~~controls~~by COSO.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 28, 2018, based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On November 19, 2017, Mr. Michael R. Dunn, ~~the~~ ~~Company’s~~our then Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and director, died unexpectedly. As a result, ~~the~~our ~~Company’s~~ Chairman of the Board of Directors, Mr. Qingxi (“Sunny”) Huang, was appointed as ~~the Company’s~~our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer. This effected a change ~~affected~~in ~~our~~ internal control over financial reporting during the year ended February 28, 2018 but the change has had no significant effect.

Pursuant to Regulation S-K Item 308(b), this Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this Form 10-K.18

Pursuant to Regulation S-K Item 308(b), this Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management's report in this Form 10-K.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

Once ~~the~~we ~~Company~~are is engaged in stable business operations and ~~has~~ have sufficient personnel and resources available, then ~~our Board of Directors~~, in ~~particular and in~~ connection with the aforementioned deficiencies, our Board of Directors will establish the following remediation measures:

Our Board of Directors will nominate an independent audit committee or a financial expert on our Board of Directors.

2. We will appoint additional personnel to assist with the preparation of ~~the~~our ~~Company’s~~ monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B. OTHER INFORMATION

14None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers.

The following table sets forth the names, ages and positions of our executive officers and directors as of the date of this report. All directors serve for a term set to expire at the next annual meeting of stockholders of ~~the~~our Company or until their successors are elected and qualified. All officers are appointed by our board of directors and their terms of officer are, except to the extent governed by an employment contract, at the discretion of our board of directors.

Name	Age	Position & Offices Held
Qingxi Huang(1)	43	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairman
Qingxi Huang (1)	43	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairman
Safa Movassagi (2)	56	Director; Former Vice President
Former Officers & Directors
Michael Dunn(2)	65	Former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairman
Wentie Sun (3)	64	Former Director
Derek Yu(3)	32	Former CFO and Director
Michael Dunn (4)	-	Former Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Chairman
Sam Liu(4)	56	Former CEO, CFO, President, Secretary and Treasurer, and Chairman
Amanda Huang (5)	54	Former Senior Vice President
Jie Lai(5)	25	Former Director
Dr. Rand Scott (6)	55	Former Board Member
Amanda Huang (6)	54	Former Senior Vice President

(1) Mr. Huang was appointed as a director on July 28, 2017. On November 28, 2017, Mr. Huang was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer to fill the vacancy left by the unexpected passing of Mr. Dunn on November 19, 2017

	(1)	Mr. Huang was appointed as a director on July 28, 2017. On November 28, 2017, Mr. Huang was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer to fill the vacancy left by the unexpected passing of Mr. Dunn on November 19, 2017
	(2)	Mr. Sun was appointed as a member of the Board on August 27, 2018 and resigned on June 11, 2019.
	(3)	Mr. Movassaghi was appointed as a member of the Board on March 20, 2019; he was formerly the Vice President but resigned effective February 28, 2019.
	(4)	Mr. Dunn served as Director from February 11, 2015 to November 19, 2017. On June 23, 2017, he was appointed as CEO, CFO, President, Secretary, Treasurer and chairman. On November 19, 2017, Mr. Dunn passed away unexpectedly.
	(5) (6)	Ms. Huang was appointed as Senior Vice President on July 28, 2017 and resigned on January 9, 2018. Dr. Rand Scott resigned from his position as a Board member on January 3, 2019.

(2) Mr. Dunn served as Director from February 11, 2015 to November 19, 2017. On June 23, 2017, he was appointed as CEO, CFO, President, Secretary, Treasurer and chairman. On November 19, 2017, Mr. Dunn passed away unexpectedly.

(3) Mr. Yu was appointed as a director on February 11, 2015. On January 13, 2017, Mr. Yu was appointed as the Company’s Chief Executive Officer, President, Secretary and Chairman of the Board. Mr. Yu resigned from all positions on

(4) Mr. Liu was appointed on February 11, 2015 and on January 13, 2017, Mr. Ning (Sam) Liu resigned as Chief Executive Officer, President, Secretary and Chairman of the Board of Directors (the “Board”) effective immediately.

(5) Mr. Lai was appointed as a director on February 11, 2015 and resigned on June 23, 2017.

(6) Ms. Huang was appointed as Senior Vice President on July 28, 2017 and resigned on January 9, 2018.

Biographies of Current Directors and Executive Officers

Qingxi “Sunny” Huang – ~~43 –~~ Mr. Huang is currently a director of HK0039, a Hong Kong listed public company, President of Central Bio-MD Valley Technology Co. Ltd., President of Anson Biological Technology Co., Ltd. and Cihuaiji (chronic disease management and wisdom medical service platform for cancer and diabetes). Mr. Huang is also President of Extong, a third-party trading platform for the elderly health industry, and President of Jiuzhouhaorongtong, a third-party internet financial services platform in China. In 2017, Central Bio-MD was named the best growth enterprise in the Yuhua District and Mr. Qingzi was names the most advanced individual.

Mr. Huang founded Sanry business development organization and is known for being one of the first entrepreneurs of the Hunan Province. Thereafter, he founded Hunan Anson Bio-Technology Enterprise (group) and acted as president of the Anson Trauma and Burns Treatment center, the leading brand of nano silver antibacterial application.

In 2011, Mr. Huang was elected as President of the Hunan Association for Medical Devices Industry, the most authoritative and largest organization of medical equipment business organizations in the Hunan Province.

In 2012, Mr. Huang founded Bio-MD Valley Technology Co., Ltd., a company committed to constructing the central biological Silicon Valley and One-Stop venture incubator platform in medical equipment and biological technology in China. In 2013, Central Bio-MD won the key construction project award of Hunan, Changsha and Yuhua District. In 2014, he was appointed as Council member of China Glory Society, the largest charity, poverty alleviation organization in China. In 2016, he was appointed as Executive President and Executive Secretary of Zhisland Tribes of Hunan Island, China's most high-end entrepreneurial club.

Mr. Huang received his first degree in mathematics from Hunan Normal University earning in 1996 and second degree in computer applications from the Chinese Computer ~~Correspondence~~ Correspondence College. In 2012, he was appointed as MBA Master Tutor for the business school of Hunan Normal University.

Mr. Safa Movassaghi - Mr. Movassaghi has previously served as our Company’s President, Chief Executive Officer, and a member of the board of directors between May 2012 and February 2015. Since 2007, Mr. Movassaghi has served as President and Chief Executive Officer of Delarman, Inc., an investment company with a focus on investing in security and data services companies. From 2009 to 2011, Mr. Movassaghi was the President and Chief Executive Officer of Advanced Green Technologies, Inc. ("AGT"), an IT managed services provider, utilizing the latest, cost-effective technological solutions. Mr. Movassaghi is the inventor of the proprietary MyComputerKey technology owned by our Company. Mr. Movassaghi received his B.S. in Electrical Engineering from California State University, Fresno.

Significant Employees

None

Family Relationships

None.

Involvement in Certain Legal Proceedings.

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years and which is material to an evaluation of the ability or the integrity of our directors or executive officers:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity;

Any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions; and

Any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of Form 10-K, all current executive officers, directors and persons who beneficially own more than ten percent of our common stock are current in their Section 16(a) reporting.

Board of Directors

Our board of directors currently consists of four members. All directors serve for a term set to expire at the next annual meeting of stockholders of ~~the~~our Company or until their successors are elected and qualified.

Audit Committee

~~The~~Our Company does not presently have an Audit Committee. No qualified financial expert has been hired because ~~the~~are ~~Company is~~ too small to afford such expense.

Committees and Procedures

The registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu of committees due to its small size.

2. The view of the Board of Directors is that it is appropriate for the registrant not to have such a committee because its directors participate in the consideration of director nominees and the board and ~~the~~our company are so small.

The members of the Board who acts as nominating committee are not independent, pursuant to the definition of independence of a national securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).

The nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders, but the committee will consider director candidates recommended by security holders.

The basis for the view of the Board of Directors that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company.

The nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.

There are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to serve with a clean background.

8. The nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing to serve with a clean ~~backgrounds~~background. There are no differences in the manner in which the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found by the board.

Code of Ethics

~~The~~Our officers, directors and employees ~~of the Company~~ are held to the highest standards of honest and ethical conduct when conducting the affairs of ~~the~~ our Company. All such individuals must act ethically at all times in connection with services provided to ~~the~~our Company. We have not, however, adopted a formal, written corporate code of ethics that applies to our officers, directors and employees.

Limitation of Liability of Directors

Pursuant to the Nevada Revised Statute, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Nevada Anti-Takeover Law and Charter and By-law Provisions

The anti-takeover provisions of Sections 78.411 through 78.444 of the Nevada Revised Statute apply to us. Section 78.438 of the Nevada law prohibits ~~the~~us ~~Company~~ from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or or any entity related to a 10% shareholder for two years after the date on which the shareholder acquired our shares, unless the ~~transaction~~ transaction is approved by our Board of Directors. The provisions also prohibit ~~the~~our Company from completing any of the transactions ~~described~~ described in the preceding sentence with a 10% shareholder who has held the shares more than two years and its related entities unless the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a change in control.

Director Independence

Our board of directors has determined that ~~currently Michael~~we ~~Dunn~~have ~~and~~no ~~Jie Lai qualify as~~ “independent” directors as the term is used in Item 407 of Regulation S-K as promulgated by the SEC and in the listing standards of The Nasdaq Stock Market, Inc. - Marketplace Rule 4200.

ITEM 11. EXECUTIVE COMPENSATION

(1) The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer during the years ended February 28, ~~2017~~2018 and 2019 in all capacities for the accounts of our named executive officers:

Summary Compensation Table

Stock

Option

All Other

Name and Position

Year

Salary

Bonus

Awards ($)

Compensation

Total ($)

Qingxi “Sunny” Huang

~~2017~~2018

–

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman(1)

2018

–

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman (1)

2019

–

Amanda Huang

2017

–

Safa Movassaghi

2018

–

Former Senior Vice President(2)

2018

26,977

–

Former Vice President (2)

2019

17,273

–

17,273

Michael R. Dunn

2017

–

Amanda Huang

2018

26,977

–

26,977

Former Officer and Director(3)

2018

30,000

–

Former Senior Vice President (3)

2019

–

Derek Yu

2017

–

Michael R. Dunn

2018

30,000

–

30,000

Former Officer and Director(4)

2018

–

Former Officer and Director (4)

2019

–

Sam (Ning) Liu

2017

–

Former Officer and Director(5)

2018

–

Jie Lai

2017

–

Former Director (6)

2018

–

_______________

(1)	Mr. Huang became a director on July 28, 2017. On November 28, 2017, he was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman.
(2)	~~Amanda~~Mr. ~~Huang~~Movassaghi ~~was~~became ~~appointed as Senior~~ Vice President on ~~July~~November 286, ~~2017~~2018 and resigned oneffective ~~January~~February 928, ~~2018~~2019. Mr. Movassaghi is also a director, effective March 20, 2019.
(3)	~~Michael~~Amanda ~~Dunn~~Huang was appointed as aSenior ~~director~~Vice ~~on February 11, 2015 and as~~ President, ~~Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman~~ on ~~June~~July 2328, 2017. ~~Mr.~~and ~~Dunn~~resigned ~~passed away~~ on ~~November~~January 199, 2018.
(4)	~~Derek~~Michael YuDunn was appointed as a director on February 11, 2015 and as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman on ~~January~~June 1323, 2017. OnMr. ~~June~~Dunn passed away on November 23, 2017~~, Mr~~. YuThe ~~resigned~~compensation ~~from~~shown ~~all~~above ~~positions~~has been accrued but not paid.
(5)	Mr. Liu was appointed on February 11, 2015 as Chief Executive Officer, President, Secretary and Chairman of the Board of Directors of the Company and resigned from all positions on January 13, 2017.
(6)	Mr. Lie was appointed on February 11, 2015 as a director and resigned on June 23, 2017.

Grants of Plan-Based Awards

We did not grant any plan -based awards to executive officers in the year ended February 28, ~~2018~~2019.

Outstanding Equity Awards at Fiscal Year-End

None.

Option Exercises and Stock Vested

None.

Employment Agreements

We do not have any current employment agreements with our named executive officers.

Potential Payments upon Termination

None.

Compensation of Directors

No compensation was paid to any director (other than compensation set forth under Executive Compensation) for services rendered during the fiscal years ended February 28, ~~2018~~2019.

All directors ~~receive~~are entitled to receive reimbursement for reasonable out-of-pocket expenses in attending Board of Directors meetings and for promoting our business.

From time to time we may engage certain members of the Board of Directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of ~~June~~May 1230, ~~2018~~2019 by the following persons:

each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

each of our directors and executive officers; and

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from ~~June~~May 1230, ~~2018~~2019, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from ~~June~~May 1230, ~~2018~~2019.

1925

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage of Outstanding Shares of Common Stock (2)
Qingxi “Sunny” Huang (3)		012,422,000		062.0%74	%
All Directors and Officers as a Group		0		0.0%
Safa Movassaghi (4)		317,700		1.60	%
Wentie Sun (5)		0		0	%
All Directors and Officers as a Group		12,739,700		64.34	%
Beneficial Shareholders of Common Stock greater than 5%
Central Bio-MD Valley Technology Co. Ltd.(4)		1,500,000		9.66%
Central Bio-MD Valley Technology Co. Ltd. (6)		1,500,000		7.58	%
China Israel Biological Technology Co. Ltd.(5)		6,632,000		42.71%
China Israel Biotechnology Co. Ltd. (7)		10,922,000		55.16	%
Michael Dunn (6)		3,300,000		21.25%
Andrew Dunn (8)		2,900,000		14.65	%
Amanda Huang(7)		1,018,000		6.56%
Amanda Huang (9)		1,018,000		5.14	%

_______________

(1) Unless otherwise stated, the address is 2 Park Plaza, Suite 400, Irvine, CA 92614.

(1)	Unless otherwise stated, the address is 2 Park Plaza, Suite 400, Irvine, CA 92614.
(2)	Percent of Class is based on 19,800,646 shares issued and outstanding as of May 30, 2019. There are no shares of preferred stock issued and outstanding as of the date of this filing.
(3)	Qingxi Huang is current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman of the Board. Mr. Huang’s beneficial ownership includes 0 shares of common stock directly owned and 0 shares issuable upon the exercise of stock options. Mr. Huang is an indirect beneficiary of 12,422,000 shares of common stock owned by China Israel Biotechnology Co. Ltd. and Central Bio-MD Valley Technology Co., Ltd.
(4)	Safa Movassaghi is currently a director and former vice president of our Company. Mr. Movassaghi’s beneficial ownership includes 317,700 shares of common stock directly owned and 0 shares issuable upon the exercise of stock options.
(5)	Wentie Sun was a director of our Company until June 11, 2019. Mr. Sun owns no shares and there are 0 shares issuable upon exercise of stock options.
(6)	Central Bio-MD Valley Technology Co., Ltd. (“CBV”), is a Chinese corporation, having an address at 21F, Hualing Building, 111 Furong Rd, Changsha, Hunan Province, China. CBV is controlled by Huang “Sunny” Qingxi. Beneficial ownership includes 1,500,000 shares of common stock.
(7)	China Israel Biological Technology Co. Ltd. (“CIB”), is a Chinese corporation, having an address at 21F, Hualing Building, 111 Furong Rd, Changsha, Hunan Province, China. CIB is owned 100% by Central Bio-MD Valley Technology Co., Ltd. Beneficial ownership includes 10,922,000 shares of common.
(8)	Andrew Dunn is the son of Michael R. Dunn is the former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman of the Board of our Company; his beneficial ownership includes 2,900,000 shares of common stock, as acquired control of the shares as administrator of the Dunn Estate and 0 shares issuable upon the exercise of stock options. Mr. Dunn passed away November 19, 2017. Mr. Dunn’s beneficial ownership still in probate pending completion.
(9)	Amanda Huang is our former Senior Vice President; her beneficial ownership includes 1,018,000 shares of common stock.

(2)	Percent of Class is based on 15,526,896 shares issued and outstanding as of May 31, 2018. There are no shares of preferred stock issued and outstanding as of the date of this filing.
(3)	Qingxi Huang is current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman of the Board. Mr. Huang’s beneficial ownership includes 0 shares of common stock directly owned and 0 shares issuable upon the exercise of stock options. Mr. Huang is an indirect beneficiary of 8,132,000 shares of common stock owned by China Israel Biotechnology Co. Ltd. and Central Bio-MD Valley Technology Co., Ltd.
(4)	Central Bio-MD Valley Technology Co., Ltd. (“CBV”), is a Chinese corporation, having an address at 21F, Hualing Building, 111 Furong Rd, Changsha, Hunan Province, China. CBV is controlled by Huang “Sunny” Qingxi. Beneficial ownership includes 1,500,000 shares of common stock issued pursuant to the SPA which closed on July 28, 2017.
(5)	China Israel Biological Technology Co. Ltd. (“CIB”), is a Chinese corporation, having an address at 21F, Hualing Building, 111 Furong Rd, Changsha, Hunan Province, China. CIB is owned 100% by Central Bio-MD Valley Technology Co., Ltd. Beneficial ownership includes 6,632,000 shares of common stock issued pursuant to the SPA which closed on July 28, 2017 and subscription for 2,000,000 common stock shares which were issued May 25, 2018.
(6)	Michael R. Dunn is the Company’s former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman of the Board of the Company; his beneficial ownership includes 3,300,000 shares of common stock, as acquired from Goldenrise Development on July 28, 2017 and 0 shares issuable upon the exercise of stock options. Mr. Dunn passed away November 19, 2017. Mr. Dunn’s beneficial ownership is currently in probate and controlled by Andrew Dunn, as administrator of the Dunn estate.
(7)	Amanda Huang is the former Senior Vice President of the Company; her beneficial ownership includes 1,018,000 shares of common stock.

Changes in Control

As previously reported on Form 8-K/A filed August 30, 2017, on June 28, 2017, Goldenrise ~~Development, Inc., a California corporation (“Goldenrise”)~~ and ~~the~~our Company entered into a Stock Purchase Agreement (the “Dunn Agreement”) with Michael R. Dunn, ~~the~~our ~~Company’s~~then sole officer and director (~~the~~ “Dunn”). Pursuant to ~~the~~ Dunn Agreement, Goldenrise agreed to sell ~~and Dunn agreed to purchase~~ 12,000,000 ~~restricted~~shares of our common stock ~~shares~~to ofDunn ~~the Company,~~ representing approximately 92~~.12~~% of ~~the~~our ~~Company’s~~ outstanding shares ~~of common stock~~. In consideration for ~~the~~these shares, ~~the~~ Dunn ~~will~~agreed ~~pay~~ to pay Goldenrise a total of $400,000 as follows: (i) $180,000 on or before July 15, 2017 (extended to July 28, 2017), (ii) $180,000 ~~shall be~~ withheld by ~~Dunn~~as ~~and~~an ~~applied~~offset ~~towards~~to monies owed by Goldenrise to Dunn; and (iii) $40,000 ~~shall be with~~ withheld ~~by Dunn~~ and applied towards invoices related to the audit and legal fees associated with the reporting requirements of ~~the~~our Company through the date of Closing.

20Concurrently, on June 28, 2017, Dunn entered into a Stock Purchase Agreement (the “SPA”) with China Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively, the “Buyers” or “China-Israel”). Pursuant to the SPA, Dunn agreed to sell 6,000,000 of our common shares, representing approximately 46% of our outstanding shares. In consideration for the shares, Buyers agreed to pay Dunn a total of $200,000 upon the SPA’s execution (the “Purchase Price”).

~~Concurrently,~~The onClosing ~~June~~for ~~28, 2017, Dunn and China~~both ~~Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively,~~ the ~~“Buyers”), entered~~Dunn ~~into a Stock Purchase~~ Agreement ~~(the “SPA”). Pursuant to the SPA, Dunn agreed to sell~~ and ~~Buyers agreed to purchase 6,000,000 restricted common stock shares of~~ the Company (the “Shares”), representing approximately 46.06% of the Company’s outstanding shares of common stock. In consideration for the Shares, Buyers agreed to pay to Dunn a total of $200,000 upon execution of the SPA ~~(the~~occurred ~~“Purchase Price”). The Closing of the SPA was extended mutually by the parties and closed~~ on July 28, 2017. The ~~Purchase~~Dunn ~~Price~~Agreement ~~was~~and ~~wired~~the ~~directly~~SPA toresulted ~~the~~in ~~Company~~a ~~for~~change ~~the~~in ~~benefit~~control of ~~Dunn~~our Company.

The Closing of the Dunn Agreement and SPA effected a change in control of ~~the~~our Company. There were no arrangements or understandings among members of both the former and new control groups and their associates with respect to election of officers or other matters.

Other than the foregoing, we are not aware of any arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Securities Authorized for Issuance Under Equity Compensation Plans. The following provides information concerning compensation plans under which our equity securities are authorized for issuance as of February 28, ~~2018~~2019:

(a)

(b)

(c)

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of Securities Remaining Available for future issuance under equity compensation plans (excluding Securities reflected in column (a))

Equity compensation plans approved by security holders

–

Equity compensation plans not approved by security holders (1)

–

131,875

Total

–

131,875

_______________

(1) 2014 Stock Incentive Plan. On January 27, 2014, our board of directors adopted the 2014 Stock Incentive Plan (“Plan”). The purpose of our Plan is to advance the best interests of ~~the~~our ~~company~~Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in ~~the~~our ~~success of the~~ Company’s success, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan is 150,000 shares, subject to adjustment. Our board of directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our board of directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive. The board of directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of ~~the~~our Company, and such other persons as the board of directors or compensation committee may select, and permit holders of common stock options to exercise such options prior to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted by our board of directors or compensation committee to non-employee directors of ~~the~~our company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of ~~the~~our Company. In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of ~~the~~our Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the Plan. Our board of directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our board of directors may deem appropriate and in our best interest. The maximum aggregate number of shares of common stock that may be issued and sold under all awards granted under the plan is 131,875 shares, and as of February 28, ~~2018~~2019, we have issued 18,125 shares under the Plan. Since March 1, 2014, we have issued an aggregate 18,125 shares under the Plan.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of ~~the~~our Company or any other individual having a relationship which, in the opinion of ~~the~~our ~~Company's~~ Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Qingxi Huang is not an independent director because he is also an executive officer of ~~the~~our Company, and Mr. Movassaghi as a former officer is not an independent director. Mr. Sun is an independent director.

Related Party Transactions

~~Concurrently, on June~~ 28, 2017, Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd., each a Chinese corporation (collectively, the “Buyers”), entered into a Stock Purchase Agreement (the “SPA”). Pursuant to the SPA, Dunn agreed to sell and Buyers agreed to purchase 6,000,000 restricted common stock shares of the Company (the “Shares”), representing approximately 46.06% of the Company’s outstanding shares of common stock. In consideration for the Shares, Buyers agreed to pay to Dunn a total of $200,000 upon execution of the SPA (the “Purchase Price”). The Closing of the SPA was extended mutually by the parties and closed on July 28, 2017. The Purchase Price was wired directly to the Company for the benefit of Dunn.

~~Prior to the Closing of the Dunn Agreement with Goldenrise~~Concurrently, on ~~July 25~~June 28, 2017, ~~the~~Dunn ~~Company~~ entered into ana ~~unsecured~~Stock ~~promissory~~Purchase ~~note~~Agreement ~~with Goldenrise in the amount of $90,000~~ (the “~~Note~~SPA”) ~~(See~~with China Israel ~~Note~~Biotechnology 4)Co. AsLtd. ~~such,~~(“China-Israel”) ~~when~~and ~~remitting~~Central ~~the~~Bio-MD ~~purchase~~Technology ~~price~~Co. ~~under~~Ltd., ~~the~~each ~~Dunn~~a ~~Agreement,~~Chinese corporation ~~$90~~(collectively,~~000~~ ~~was~~the ~~wired~~“Buyers” toor ~~Goldenrise~~“China-Israel”). asPursuant ~~payment~~to ~~under~~ the SPA, Dunn ~~Agreement~~agreed ~~and~~to ~~$90~~sell 6,000,000 ~~remained~~of inour common ~~the~~shares, ~~Company’s~~representing ~~account~~approximately as46% ~~payment from~~of ~~Goldenrise~~our tooutstanding ~~the~~shares. ~~Company~~In consideration for the ~~Note.~~shares, ~~The~~Buyers agreed to pay Dunn ~~Agreement~~a ~~purchase~~total ~~price~~of ~~has~~$200,000 ~~been~~upon ~~paid~~the inSPA’s ~~full~~execution (the “Purchase Price”).

~~During~~The ~~the~~Closing ~~year~~for ~~ended~~both ~~February 28, 2018,~~ the ~~buyers~~Dunn ~~funded~~Agreement and the ~~Company~~SPA ~~with~~occurred ~~related~~on ~~party~~July ~~notes payable of $223~~28,~~694~~ ~~with an interest rate of 10% per annum~~2017. AsThe ofDunn ~~February~~Agreement ~~28,~~and ~~2018,~~ the ~~buyers~~SPA ~~were~~resulted ~~owed~~in ~~$223,695~~a ~~plus~~change ~~accrued~~in ~~interest~~control of ~~$2,605. During the year ended February~~our ~~28, 2018, the~~ Company ~~recorded $2,605 of interest expense towards the buyers’ related party notes payable~~. ~~Subsequent to year end, the buyer’s notes payable and accrued interest were converted into shares of common stock. See Note 7 to the accompanying financial statements.~~

~~Other~~On ~~than~~July ~~the~~25, ~~foregoing~~2017, prior ~~none~~to of the ~~directors~~Closing ~~or executive officers~~ of the ~~Company~~Dunn Agreement, ~~nor~~we ~~any~~entered ~~person~~into ~~who~~an ~~owned~~unsecured ofpromissory ~~record~~note orwith ~~was~~Goldenrise ~~known~~in tothe ~~own~~amount ~~beneficially more than 5%~~ of $90,000 (the “Goldenrise ~~Company’s~~Note”). ~~outstanding~~See ~~shares~~Note of5. ~~its~~As ~~Common Stock~~such, ~~nor~~during ~~any~~the ~~associate~~closing ~~or affiliate~~ of ~~such~~the ~~persons~~Dunn orAgreement ~~companies, has~~and ~~any~~the ~~material interest~~SPA, ~~direct or indirect~~$90,000 inwas ~~any~~provided to ~~transaction~~our ~~that~~Company ~~has~~as ~~occurred~~proceeds ~~during~~received under the ~~past~~Goldenrise ~~fiscal~~Note. ~~year,~~The orpurchase inprices ~~any~~under ~~proposed transaction,~~the ~~which~~Dunn ~~has~~Agreement ~~materially~~and ~~affected~~the orSPA ~~will~~have ~~affect~~been paid ~~the~~in ~~Company~~full.

~~With~~During ~~regard~~late to2017 ~~any~~and ~~future~~early 2018, our largest shareholder funded our Company with related party ~~transaction~~notes payable of $223,694 with an interest rate of 10% per annum. As of February 28, 2018, the buyers were owed $226,299 which included accrued interest of $2,605. On May 8, 2018, we completed ~~plan~~a subscription agreement for the sale of 2,000,000 shares of our common stock to ~~fully~~our ~~disclose~~largest ~~any~~shareholder for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and ~~all~~accrued interest and the remaining $569,805 was paid in cash. During the year ended February 28, 2019, we recorded $3,896 of related party ~~transactions~~interest expense in connection the ~~following~~buyers’ ~~manner:~~related party notes payable. Also during the year ended February 28, 2019, we recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued in connection with this transaction.

Other than the foregoing, none of our directors or executive officers, nor any person who owned of record or was known to own beneficially more than 5% of our Company’s outstanding shares of common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect our Company.

With regard to any future related party transaction, we plan to fully disclose the details in the following manner:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

· Obtaining disinterested ~~directors~~director’s consent; and

Obtaining shareholder consent where required.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Appointment of Auditors

On April 30, 2015 dbbmckennon was appointed as ~~the~~our ~~Company’s~~ independent registered public accounting firm. On September 28, 2017, ~~dbbmckennon~~ dbbmckennon resigned as the registered independent registered public accountant.

The Company appointed TAAD LLP (“TAAD”) as the Company’s registered independent public accounting firm as of October 12, 2017. The decision to appoint TAAD was approved by the Board of Directors of the Company on October 13, 2017. TAAD was the former auditor of the Company between October 17, 2014 and April 30, 2015.29

~~dbbmckennon~~We appointed TAAD LLP ~~audited~~(“TAAD”) ~~the~~as ~~Company’s~~our ~~financial~~registered ~~statements~~independent ~~for~~public ~~the~~accounting ~~fiscal~~firm ~~years~~as ~~ended~~of ~~February~~October 2812, 2017. The decision to appoint TAAD was approved by our Board of Directors on October 13, 2017. TAAD was the former auditor for our Company between October 17, 2014 and ~~February~~April 2930, ~~2016~~2015.

~~TAAD~~dbbmckennon performed ~~has~~the ~~audited~~audit ~~the Company’s~~of our financial statements for the fiscal ~~year~~years ended February 28, ~~2018~~2017 and February 29, 2016 and also reviewed our financial statements for the quarter ended May 31, 2017. TAAD has performed audit and review procedures on our financial statements ever since.

Audit Fees

dbbmckennon billed us $~~10,000 in fees for the audit of our financial statements for the year ended February 28, 2017 and $~~5,000 for the review of our quarterly financials for the quarter ended May 31, 2017.

TAAD billed us an aggregate of $13,000 for the review of our quarterly financial statements for quarters ended August 31, 2017, November 30, 2017, and an aggregate of $9,500 for the audit of our financial statements for the year ended February 28, 2018. For quarters ended May 31, 2018, August 31, 2018 and October 31, 2018, TAAD billed us an aggregate of $12,000 for the review of our quarterly financial statements. Also, TAAD billed us $7,500 for the audit of financial statements for the year ended February 28, 2019.

Audit Related Fees

None.

Tax Fees

We have not yet incurred tax preparation fees for the year ended February 28, ~~2018~~2019 which we expect will be similar to ~~2017~~2018. TAAD billed us an aggregate of $5,000 for tax preparation fees for our tax returns for the years ended February 28, ~~2017~~2018 and ~~2016~~2017. This amount was paid during our year ended February 28, ~~2018~~2019.

All Other Fees

None.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by TAAD and the estimated fees related to these services.

All audit, audit related, and tax services were pre-approved by our board of directors, which concluded that the provision of such services TAAD was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Our pre-approval policies and procedures provide for the board of directors’ pre-approval of specifically described audit, audit-related, and tax services on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policies and procedures also require specific approval by our board of directors if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year. The policies and procedures authorize the audit committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

2430

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description
3.1		Articles of Incorporation of Accend Media. (now known as Cloud Security Corp), incorporated by reference to our Registration Statement on Form S-1 filed on April 29, 2011
3.2		Bylaws, incorporated by reference to our Registration Statement on Form S-1 filed on April 29, 2011
3.3		Articles of Amendment to Articles of Incorporation, incorporated by reference to our Current Report on Form 8-K dated May 22, 2012.
3.4		Articles of Merger, incorporated by reference to our Current Report on Form 8-K dated May 22, 2012.
3.5		Articles of Merger, incorporated by reference to our Current Report on Form 8-K dated May 28, 2013.
3.5		Articles of Merger, incorporated by reference to our Current Report on Form 8-K dated May 28, 2013.
3.6		Articles of Merger, incorporated by reference to our Current Report on Form 8-K dated February 9, 2018
10.1		2014 Stock Incentive Plan, incorporated by reference to our Registration Statement on Form S-8 filed on February 20, 2014.
10.2		Stock Purchase Agreement, dated December 8, 2014 between Cloud Security Corp. and Goldenrise Development, Inc., incorporated by reference to our Current Report on Form 8-K dated December 12, 2014.
10.3		Stock Purchase Agreement, dated June 28, 2017 between Cloud Security Corp., Goldenrise Development, Inc. and Michael R. Dunn, incorporated by reference to our Current Report on Form 8-K dated June 29, 2017.
10.4		Stock Purchase Agreement dated June 28, 2017, by and between Mr. Michael R. Dunn and China Israel Biotechnology Co. Ltd. and Central Bio-MD Technology Co. Ltd., incorporated by reference to our Current Report on Form 8-K dated August 1, 2017
10.5		Subscription Agreement by and between the Company and CIB, incorporated by reference to our Current Report on Form 8-K dated May 24, 2018
10.6		Debt Settlement Agreement between the Company and CIB, incorporated by reference to our Current Report on Form 8-K dated May 24, 2018
10.7		Subscription Agreement by and between the Company and CIB, incorporated by reference to our Current Report on Form 8-K dated June 10, 2019
10.8		Form of Warrant between the Company and CIB, incorporated by reference to our Current Report on Form 8-K dated June 10, 2019
10.9		Debt Settlement Agreement between the Company and CIB, incorporated by reference to our Current Report on Form 8-K dated June 10, 2019
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
32.1		Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 *
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 *

101.INS		XBRL Instances Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

______________

* Filed herewith

2531

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

	US-CHINA BIOMEDICAL TECHNOLOGY, INC.
Date: June 13, 2018	/s/ Qingxi Huang
Date: June 12, 2019	/s/ Qingxi Huang
	Name: Qingxi Huang
	Title: Chief Executive Officer and President (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Qingxi Huang	President, Chief Executive Officer, Chief Financial Officer ~~Secretary and Chairman of the Board~~	June 1312, ~~2018~~2019
Qingxi Huang	Secretary and Chairman of the Board
/s/ Safa Movassaghi	Director	June 12, 2019
Safa Movassaghi

Filing Compare · US-China Biomedical Technology, Inc.