UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019.

~~For the quarterly period ended November 30, 2018~~or

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

For the transition period from _________________ to _________________

Commission File No.: 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

(Address of principal executive offices)

Issuer’s telephone number: (949) 679-3992

_______________________________

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

~~Indicate~~Securities registered bypursuant ~~check mark whether the registrant (1) filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(db) 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 days. Yes x No o

~~Indicate by~~Title ~~check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405~~ of ~~Regulation~~ ~~S-T~~each ~~(§232.405~~class ofTrading ~~this chapter~~Symbol(s) ~~during~~Name ~~the~~of ~~preceding~~each 12exchange ~~months~~on ~~(or~~which ~~for~~registered ~~such~~None ~~shorter~~N/A ~~period that the registrant was required to submit such files). Yes x No o~~N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by isSection a13 ~~large~~or ~~accelerated~~15(d) ~~filer,~~of anthe ~~accelerated~~Securities ~~filer,~~Exchange aAct ~~non-accelerated~~of ~~filer,~~1934 ~~smaller~~during ~~reporting~~the ~~company,~~preceding 12 months (or anfor ~~emerging~~such ~~growth~~shorter ~~company. See~~period that the ~~definitions~~registrant ofwas ~~“large~~required ~~accelerated~~to ~~filer,”~~file ~~“accelerated~~such ~~filer”~~reports), ~~“smaller~~and (2) ~~reporting~~has ~~company”, and~~been ~~“emerging~~subject ~~growth~~to ~~company”~~such infiling ~~Rule~~requirements ~~12b-2~~for the past 90 days. Yes ☒ No ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant ~~Non~~has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~(§232.405 oof ~~Smaller~~this ~~reporting~~chapter) ~~company~~during xthe ~~Emerging~~preceding ~~growth~~12 ~~company~~months o(or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~a ~~not~~large toaccelerated ~~use~~filer, ~~the~~an ~~extended~~accelerated ~~transition~~filer, a ~~period~~non-accelerated ~~for complying~~filer, ~~with~~or ~~any~~a ~~new~~smaller orreporting ~~revised~~company. ~~financial~~See ~~accounting~~the ~~standards~~definitions ~~provided~~of ~~pursuant~~“large toaccelerated ~~Section~~filer”, ~~13(a)~~“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. o

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ~~whether the~~☐ ~~registrant is~~Accelerated afiler ~~shell~~☐ ~~company~~Non-accelerated ~~(as~~filer ~~defined~~☐ inSmaller ~~Rule~~reporting ~~12b-2~~company of☒ ~~the~~Emerging ~~Exchange~~growth ~~Act).~~company ~~Yes o No x~~☐

AsIf ofan ~~January~~emerging ~~10,~~growth ~~2019~~company, ~~15,510,646~~indicate ~~shares~~by check mark if the registrant has elected not to use the extended transition period offor ~~our~~complying ~~common~~with ~~stock~~any ~~and~~new 0or ~~shares~~revised offinancial ~~our~~accounting ~~preferred~~standards ~~stock~~provided ~~were~~pursuant ~~issued~~to ~~and~~Section ~~outstanding~~13(a) of the Exchange Act. ☐

~~Special~~Indicate ~~Note~~by ~~Regarding~~check ~~Forward-Looking~~mark whether ~~Statements~~the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of July 22, 2019, 19,800,646 shares of our common stock and 0 shares of our preferred stock were issued and outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 (“SEC”).

· 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 (“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~~Quarterly Report to the words "we," "our," "us," the "Company," "UCBB," or “US-China” refers to US-China Biomedical Technology, Inc. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

FORM 10-Q

~~November~~May 3031, ~~2018~~2019

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements	4
	Condensed Balance Sheets (unaudited) as of November 30, 2018 and February 28, 2018	4
	Condensed Balance Sheets (unaudited) as of May 31, 2019 and February 28, 2019	4
	Condensed Statements of Operations (unaudited) for the Three and Nine Months Ended November 30, 2018 and 2017	5
	Condensed Statements of Operations (unaudited) for the Three Months Ended May 31, 2019 and 2018	5
	Condensed Statements of Cash Flows (unaudited) for the Nine Months Ended November 30, 2018 and 2017	6
	Condensed Statements of Stockholders’ Equity (unaudited) for the Three Months Ended May 31, 2019 and 2018	6
	Notes to (unaudited) Condensed Financial Statements	7
	Condensed Statements of Cash Flows (unaudited) for the Three Months Ended May 31, 2019 and 2018	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
	Notes to Unaudited Condensed Financial Statements	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 4.	Control and Procedures	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
PART II – OTHER INFORMATION		14
Item 4.	Control and Procedures	17
Item 1.	Legal Proceedings	14
PART II – OTHER INFORMATION		18
Item 1A.	Risk Factors	14
Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 1A.	Risk Factors	18
Item 3.	Defaults Upon Senior Securities	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 4.	Mine Safety Disclosures	15
Item 3.	Defaults Upon Senior Securities	19
Item 5.	Other Information	15
Item 4.	Mine Safety Disclosures	19
Item 6.	Exhibits	16
Item 5.	Other Information	19
SIGNATURES		17
Item 6.	Exhibits	20
SIGNATURES		21
CERTIFICATIONS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

CONDENSED BALANCE SHEETS

	November 30, 2018			February 28, 2018
	May 31, 2019			February 28, 2019
	~~(unaudited)~~	(unaudited)
ASSETS
Current assets:
Cash	$	~~211~~142,~~483~~331		$	5636,~~407~~542
Prepaid expenses		812,~~617~~693			521,~~000~~726
Total current assets		~~220~~155,~~100~~024			6158,~~407~~268
Operating lease right-of-use - non-current		313,627			–
Deposit		19,219			19,219
TOTAL ASSETS	$	239,319		$	80,626
Total assets	$	487,870		$	77,487
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2417,~~277~~643		$	1821,~~153~~595
Deferred rent		6,650			–
Due to related party		1,600			1,600
Accrued payroll - non-related parties		–12,239			276,~~806~~216
Accrued payroll - related parties		3340,~~000~~083			3538,~~175~~500
Notes payable and accrued interest		–			45,000
Deferred rent		–			8,167
Related party notes payable and accrued interest		–			226,299
Operating lease liability - current		182,684			–
TOTAL LIABILITIES		63,927			352,433
Total current liabilities		254,249			76,078
Commitments and contingencies
Operating lease liability - non-current		140,415			–
		–			–
Total liabilities		394,664			76,078
Stockholders' equity (deficit):
Commitments and contingencies		–			–
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at November 30, 2018 and February 28, 2018, respectively		–			–
Stockholders' equity:
Common stock, $0.001 par value, 190,000,000 shares authorized; 15,510,646 and 13,510,646 shares issued and outstanding at November 30, 2018 and February 28, 2018, respectively		15,511			13,510
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at May 31, 2019 and February 28, 2019, respectively		–			–
Additional paid-in capital		2,922,682			1,940,526
Common stock, $0.001 par value, 190,000,000 shares authorized; 19,800,646 and 15,510,646 shares issued and outstanding at May 31, 2019 and February 28, 2019, respectively		19,801			15,510
Accumulated deficit		(2,762,801	)		(2,225,843	)
Additional paid-in capital		3,132,891			2,922,682
Total stockholders' equity (deficit)		175,392			(271,807	)
Accumulated deficit		(3,059,486	)		(2,936,783	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	239,319		$	80,626
Total stockholders' equity		93,206			1,409
Total liabilities and stockholders’ equity	$	487,870		$	77,487

See accompanying ~~Notes~~notes to the unaudited condensed ~~Financial~~financial ~~Statements~~statements

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended November 30, 2018			For the Three Months Ended November 30, 2017			For the Nine Months Ended November 30, 2018			For the Nine Months Ended November 30, 2017
	For the Three Months Ended			For the Three Months Ended
Operating expenses:
	May 31, 2019			May 31, 2018
General and administrative expense	$	119,345		$	128,969		$	348,906		$	398,883
Operating expense:
Operating loss		(119,345	)		(128,969	)		(348,906	)		(398,883	)
General and administrative	$	122,196		$	86,593
Other expense:
Operating loss		(122,196	)		(86,593	)
Interest expense		–			2,583			3,896			7,583
Other (expense) income:
Loss on conversion of related party debt		–			–			184,156			–
Interest expense - related party		(507	)		(3,896	)
Loss before provision for income taxes		(119,345	)		(131,552	)		(536,958	)		(406,466	)
Loss on settlement of debt		–			(184,156	)
Provision for income taxes		–			–			–			–
Total other (expense) income		(507	)		(188,052	)
Net loss	$	(119,345	)	$	(131,552	)	$	(536,958	)	$	(406,466	)
Loss before provision for income taxes		(122,703	)		(274,645	)
Weighted average shares basic and diluted		15,510,646			13,071,207			15,016,101			13,053,317
Provision for income taxes		–			–
Weighted average basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Net loss	$	(122,703	)	$	(274,645	)
Weighted average shares basic and diluted		19,707,385			14,032,385
Weighted average basic and diluted loss per common share	$	(0.01	)	$	(0.02	)

See accompanying ~~Notes~~notes to the unaudited condensed ~~Financial~~financial ~~Statements~~statements

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

~~(FORMERLY~~STATEMENTS ~~CLOUD~~OF ~~SECURITY~~STOCKHOLDERS' ~~CORPORATION~~EQUITY/(DEFICIT)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Equity

Balance at February 28, 2019		15,510,646	$	15,510	$	2,922,682	$	(2,936,783	)	$	1,409
Common stock issued in connection with stock purchase agreement with related party		4,290,000		4,291		210,209		–			214,500
Net loss		–		–		–		(122,703	)		(122,703	)
Balance at May 31, 2019 (unaudited)		19,800,646	$	19,801	$	3,132,891	$	(3,059,486	)	$	93,206

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders' Equity/
	Shares		Amount		Capital		Deficit			(Deficit)

Balance at February 28, 2018		13,510,646	$	13,510	$	1,940,526	$	(2,225,843	)	$	(271,807	)
Common stock issued in connection with stock purchase agreement with related party		2,000,000		2,000		798,000		–			800,000
Loss on conversion of related party debt		–		–		184,156		–			184,156
Rounding		–		1		–		–			1
Net loss		–		–		–		(274,645	)		(274,645	)
Balance at May 31, 2018 (unaudited)		15,510,646	$	15,511	$	2,922,682	$	(2,500,488	)	$	437,705

See accompanying notes to the unaudited condensed financial statements

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Nine Months Ended November 30, 2018			For the Nine Months Ended November 30, 2017
	For the Three Months Ended			For the Three Months Ended
	May 31, 2019			May 31, 2018
Cash flows from operating activities:
Net loss	$	(~~536~~122,~~958~~703	)	$	(~~406~~274,~~466~~645	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on conversion of related party debt		184,156			–
Non-cash portion of rent expense		1,305			–
Write-off of security deposit		–			175
Interest expense settled by issuance of common stock		507			3,896
Loss on settlement of debt		–			184,156
Changes in operating assets and liabilities:
Prepaid expenses		(39,~~617~~033	)		(212,~~500~~698	)
Accounts payable		6(3,~~125~~952	)		965,~~597~~321
Deferred rent		6,650			–
Accrued liabilities		7,606			(27,763	)
Accrued liabilities		(26,085	)		89,167
Net cash used in operating activities		(108,204	)		(121,733	)
Net cash used in operating activities		(369,729	)		(223,027	)
Cash flows from financing activities:
Cash overdraft		–			7,167
Net proceeds from sale of common stock		163,993			569,805
Proceeds from sale of common stock		569,805			75,000
Proceeds from related party note payable		50,000			–
Proceeds from issuance of note payable		–			137,500
Payments on notes payable		–			(45,000	)
Payments on notes payable		(45,000	)		–
Net cash provided by financing activities		213,993			524,805
Net cash provided by financing activities		524,805			219,667
Net change in cash		105,789			403,072
Net change in cash		155,076			(3,360	)
Cash, beginning of period		36,542			56,407
Cash, beginning of period		56,407			3,366
Cash, end of period	$	142,331		$	459,479
Cash, end of period	$	211,483		$	6
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	800		$	–800

See accompanying ~~Notes~~notes to the unaudited condensed ~~Financial~~financial ~~Statements~~statements

US-CHINA BIOMEDICAL TECHNOLOGY, INC.

(FORMERLY CLOUD SECURITY CORPORATION)

NOTES TO (UNAUDITED) CONDENSED FINANCIAL STATEMENTS

~~NOVEMBER~~MAY 3031, ~~2018~~2019

1. Organization ~~History~~ and Business

~~Organization~~History and ~~History~~Organization

We were incorporated on December 20, 2010 in the State of Nevada as Accend Media. On May 23, 2012 we consummated a merger (the “Merger”) with Cloud Star Corporation, a Nevada corporation, and we changed our name to Cloud Star Corporation (“Cloud Star”). The Merger was accounted for as a reverse acquisition with Cloud Star being treated as the acquirer for accounting purposes.

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

On December 8, 2014, we entered into a Stock Purchase Agreement (the “Goldenrise Agreement”) with Goldenrise Development, Inc. (“Goldenrise”). Under the Goldenrise Agreement, we sold 12,000,000 shares of our common stock to Goldenrise for $180,000 which equated to approximately 92% of our outstanding shares. This transaction effectuated a change in control of our Company.

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

Concurrently, on June 28, 2017, Dunn entered into a Stock Purchase Agreement (the “SPA”) with China Israel Biotechnology Co. Ltd. (“China-Israel”) and Central Bio-MD Technology Co. Ltd., 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.

Name Change

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

Business

We are an early stage biomedical technology and services company. ~~Through~~Our ~~late~~immediate ~~2017~~business ~~our~~focus ~~principal~~is ~~business~~directed ~~was~~at ~~related~~the tomarketing and sales in the ~~software~~United ~~development~~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 ~~MyComputerKey~~offers a range of electrocardiogram (“ECG”) products based on the HyperQ™ ~~and~~technology. ~~our~~These ~~other~~include ~~patented~~complete systems ~~cloud~~for ~~computing~~routine ~~technologies;~~clinical ~~however~~use, ~~due~~research-oriented tosystems, ~~cash~~and ~~flow~~original ~~constraints,~~equipment wemanufacturer ~~were~~(“OEM”) ~~unable~~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 ~~proceed~~our ~~with~~management ~~the~~team ~~further~~to ~~development~~begin initiation of ~~our~~operations ~~software.~~in ~~Due~~the US in order to ~~enhanced~~begin ~~competition~~sales and marketing of the BSP products in the ~~software~~US ~~development~~market. In addition, we are in the process of developing a joint venture with BSP whereby we will market and ~~advancements~~sell certain of their products. The joint inventure ~~technology~~is ~~made~~to be voted on by ~~our~~stockholders ~~competitors,~~of weBSP ~~began~~at ~~evaluating~~a ~~alternative~~special ~~business~~meeting ~~plans~~to be held at the end of July 2019.

7One 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.

~~Following~~Another ~~the~~product ~~change~~is inthe ~~control~~HyperQ ofAnalyzer ~~our~~Rest ~~Company~~which ~~pursuant~~is toan ~~the~~innovative ~~SPA,~~software ~~the~~module ~~decision~~for ~~was~~early ~~made~~detection toof ~~put~~acute ~~the~~coronary ~~software~~artery ~~development~~disease on ~~hold~~any ~~and to shift our primary~~ECG ~~business~~rest ~~focus~~systems. ~~Our~~It ~~newly~~provides ~~revised~~a ~~business~~new ~~plan~~perspective isto ~~directed towards biomedical technology and related services. The primary focus of our plan is~~ the ~~integration~~clinical ~~and~~staff, ~~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~~particular ~~with~~diagnosis ~~our Company’s network~~ of USNon-ST ~~based~~Elevation ~~doctors and~~MI ~~hospitals.~~(NSTEMI) ~~We intend to develop a scalable biomedical bridge for the US~~ and ~~China markets. We will provide services for moving~~ ~~patients~~Unstable ~~from~~Angina ~~China to the US with an emphasis on the following demographics:~~(UA).

~~(i)~~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:

(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 our Company, have had no effect on our operations, and we do not believe this poses any business risk.

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

On January 9, 2018, Ms. Amanda Huang resigned as the Senior Vice President of our Company effective immediately. The Board approved and accepted Ms. Huang’s resignation as Senior Vice President on January 10, 2018.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the United States Securities Exchange Commission (“SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with our Company’s historical financial statements and related notes filed with the SEC including our Annual Report on Form 10-K for the fiscal year ended February 28, ~~2018~~2019 filed on June 1312, ~~2018~~2019. The results of operations for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2018~~2019, are not necessarily indicative of the results that may be expected for the full year.

~~Going Concern Considerations~~9

~~The~~Going ~~accompanying~~Concern ~~financial statements~~Considerations have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and ~~have an~~Management’s accumulated deficit in excess of $2.7 million as of November 30, 2018. We presently have limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital, we could be forced to cease operations.Plans

8The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit in excess of $3.0 million as of May 31, 2019. We presently have limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern for one year from the date of this report. If we are unable to obtain adequate capital, we could be forced to cease operations.

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

~~The~~Adoption ~~accompanying~~of ~~financial statements~~New doLease ~~not~~Accounting ~~include any adjustments that might be necessary if our Company is unable to continue as a going concern.~~Standard

On March 1, 2019, we adopted ASU 2016-02, Leases (“Topic 842”). Under this new lease standard, we are required to recognize a "right-of-use asset" and "lease liability" on our accompanying Condensed Balance Sheets for all leases (except for any lease with an original term of less than 12 months).

In July 2018, the FASB issued ASU 2018-11, Lease (Topic 842) Targeted Improvements, providing a package of practical expedients and an optional transition method, in which the new standard is not applied to prior periods. We elected the optional transition method upon adoption of this ASU on March 1, 2019 and the package of practical expedients available under the transition provisions. Therefore, we did not reassess the following upon adoption: (i) whether expired or existing contracts contain leases, (ii) lease classification, and (iii) initial direct costs for our existing lease.

Our one lease consists of a facility lease which is classified as an operating lease. We recognize a lease liability to make contractual payments under our lease and a corresponding right-of-use asset, representing our right to use the underlying asset for the lease term. The lease liability is initially measured at the present value of the lease payments over the lease term using the collateralized incremental borrowing rate since the implicit rate is unknown. There are no ptions to extend or terminate our lease. The right-of-use asset is initially measured as the contractual lease liability plus any initial direct costs and prepaid lease payments made, less any lease incentives. Lease expense is recognized on a straight-line basis over the lease term.

Leased right-of-use assets are subject to impairment testing as a long-lived asset at the asset-group level. We monitor any long-lived assets for indicators of impairment. As our leased right-of-use asset relates to a facility lease, early abandonment of all or part of facility as part of a restructuring plan is typically an indicator of impairment. If impairment indicators are present, we test whether the carrying amount of the leased right-of-use asset is recoverable including consideration of sublease income, if any, and if not recoverable, measure impairment loss for the right-of-use asset or asset group. Impairment charges on leased right-of-use assets, if any arise, will be included in restructuring charges in the statement of operations.

New Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and determined that ~~they~~these were either disclosed in our most recently filed Form 10-K ~~or,~~ ~~based~~or ~~on current operations,~~ are not believed by us to have a material impact on our present or future financial statements, based on our current operations.

3. ~~Facility~~Related ~~Lease~~Party Transactions

~~Effective~~Stock ~~June~~Purchase 1, 2017, we entered into a lease with a company related to our former CEO, Michael Dunn, whereby we leased 5,824 square feet of office space on a month-to-month basis at a monthly rental amount of $16,962 plus approximately $300 per month for parking spaces. The lease could be terminated by either party by giving the non-terminating party a written 30-day notice of lease termination and ~~non-renewal and~~Loan specifically stating the intended termination date. Under this lease, we were responsible for all services and utilities including, but not limited to, telephone, water, trash disposal, gas, and electricity, used during term of this lease. This lease was terminated effective January 31, 2018.Agreements

On ~~March~~May 78, 2018, we ~~entered~~completed ~~into~~ a ~~new~~subscription ~~lease~~agreement ~~with our landlord~~ for the ~~same~~sale 5of 2,~~824~~000,000 ~~square~~shares ~~feet~~ of ~~office~~our ~~space.~~common ~~The~~stock ~~new~~to ~~lease~~our ~~has~~largest astockholder ~~minimum~~for ~~term of~~$800,000. ~~approximately 35 months~~$230,195 ~~expiring~~of ~~January~~the ~~31,~~purchase ~~2021,~~price ~~and~~was ~~requires~~applied to the ~~following~~settlement ~~minimum~~of ~~payments,~~related ~~excluding~~party ~~property~~notes ~~taxes~~payable and ~~other common~~accrued ~~area~~interest ~~costs:~~and ~~months~~the ~~1 through 11 -~~ remaining $16569,~~016~~805 ~~per~~was ~~month~~paid ~~totaling~~in ~~$176,176;~~cash. ~~months~~During 12the ~~through~~year 23ended -February ~~$16~~28,~~715~~ ~~per month totaling $200~~2019,~~580;~~ ~~and~~we ~~months~~recorded 24a ~~through~~loss 35on -settlement ~~$17,472~~of ~~per~~debt ~~month~~of ~~totaling~~ $~~209~~184,~~664.~~156 Ason ~~of November 30, 2018,~~ the accompanying ~~future~~condensed ~~minimum~~statement ~~payments for~~of ~~this~~operations ~~lease~~based ~~for~~on the ~~fiscal~~excess ~~years~~in ~~ending~~fair ~~February~~market ~~28,~~value ~~2019,~~of ~~2020,~~the ~~and~~shares ~~2021~~issued ~~are~~in ~~$48,747,~~connection ~~$201,337,~~with this ~~and $192,192, respectively~~transaction.

~~During~~On ~~the~~April ~~three~~16, ~~and~~2019, ~~nine~~we ~~months~~borrowed ~~ended November 30~~$50,000 ~~2018,~~from weour ~~incurred~~largest ~~$52~~stockholder,~~659~~ ~~and~~China-Israel ~~$137~~Biological Technology,~~859~~ inCo. ~~rent expense~~Ltd. ~~During~~(“CIB”) ~~the~~pursuant ~~three~~to a ~~and~~Note ~~nine~~with ~~months~~an ~~ended~~annual ~~November 30,~~interest ~~2017~~rate weof ~~incurred~~10% ~~$48,730~~ and ~~$117,320~~having ina ~~rent~~maturity ~~expense. As~~date of ~~November~~October 3016, ~~2018,~~2019 we(the ~~had~~“April ~~$6,650~~2019 ofNote”). The ~~deferred~~April ~~rent~~2019 ~~recorded~~ Note was repaid as anpart ~~accrued~~of ~~liability~~the onfunding of the ~~accompanying~~May ~~balance~~24, ~~sheet~~2019 Subscription Agreement, as discussed below.

On May 24, 2019, we entered into a Subscription Agreement with CIB pursuant to which we sold 4,290,000 units. ~~Related~~Each ~~Party~~single ~~Transactions~~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) $50,507 applied in extinguishment of the principal and accrued interest underlying the April 2019 Note between CIB and our Company, and (ii) $163,993 in cash funded May 29, 2019. The shares were issued effective May 29, 2019.

~~Related~~We ~~Party~~valued ~~Transactions~~the common stock and warrant at $386,100 using the Black-Scholes option-pricing model. The use of the Black-Scholes model required that we make a number of estimates, including the expected option term (1.5 years), the expected volatility in the price of our common stock (284% going back 1.5 years), the risk-free rate of interest (2.25% using average Treasury Bill rates) and the dividend yield on our common stock (no dividends). If our variable volatility assumptions were different, the resulting determination of the fair value of the warrant could be materially different and our results of operations could be materially impacted.

OnAccrued ~~May~~Payroll 8,– ~~2018,~~Related we completed a subscription agreement for the sale of 2,000,000 shares of our common stock to our largest shareholder for $800,000. $230,195 of the purchase price was applied to the settlement of related party notes payable and accrued interest and the remaining $569,805 was paid in cash. During the nine months ended November 30, 2018, we recorded $3,896 of related party interest expense in connection the buyers’ related party notes payable. Also during the nine months ended November 30, 2018, we recorded a loss on settlement of debt of $184,156 on the accompanying statement of operations based on the excess in fair market value of the shares issued in connection with this transaction.Parties

~~Accrued~~Our ~~Payroll~~Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017, and to Qingxi Huang, our CEO and Chairman, in the amount of $3,000 per month beginning in April 2019. In addition, at February 28, 2019, we owed Safa Movassaghi compensation of $5,000 for the month of February 2019. As of May 31, 2019 and February 28, 2019, we have recorded accrued and unpaid payroll, inclusive of estimated payroll taxes, for each of these individuals as follows:

In 2017, our Company approved compensation to Michael Dunn in the amount of $5,000 per month beginning in June 2017. In connection with this obligation, as of November 30, 2018, we have recorded accrued and unpaid payroll, including estimated payroll taxes, totaling $33,000.

	May 31, 2019		February 28, 2019
Michael Dunn (1)	$	33,000	$	33,000
Qingxi Huang (2)		7,083		–
Safa Movassaghi (3)		–		5,500
Total accrued payroll – related parties	$	40,083	$	38,500

9_______________

5. Notes Payable

	(1)	Mr. Dunn is deceased; his estate may pursue his accrued and unpaid compensation.
	(2)	Amounts owed to Mr. Huang remain unpaid.
	(3)	All amounts owed to Mr. Movassaghi were paid March 1, 2019.

On July 25, 2017, prior to the closing of the Dunn Agreement described in Note 1, we entered into an unsecured promissory note with Goldenrise, a former related party before change of control on June 28, 2017, in the amount of $80,000, which was increased to $90,000 by the Parties (the “Note”). The Note, which bore no interest, was due and payable on August 31, 2017. On January 13, 2018, the Note was settled for $45,000 and, as a result, we recorded a gain on settlement of $45,000 during the year ended February 28, 2018. The note was repaid on April 2, 2018.11

Due to related party

As of May 31, 2019 and February 28, 2019, we owed $1,600 to Andrew Dunn for one time services provided, respectively. The amount owed is unsecured and non-interest bearing with no fixed terms of repayment. The imputed interest for both years is immaterial.

Andrew Dunn is the son of Michael Dunn, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman of the Board; 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. Michael Dunn passed away November 19, 2017. Mr. Michael Dunn’s beneficial ownership has been transferred to the administrator, Andrew Dunn, however the estate is still in probate pending completion.

Joint Venture

On April 1, 2019, our Board approved our entering 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 of the date of this filing the JV is to be voted on by stockholders of BSP at a special meeting to be held at the end of July 2019. As such, the JV is pending approval.

Our initial review of the JV suggests it will be treated as a Variable Interest Entity (“VIE”) to be consolidated. While the JV entity has been established, its future implementation cannot be assured until BSP approves and executes the joint venture agreement which has not yet been completed. As such, our determination of the VIE treatment will be determined once all approvals are obtained and the agreement has been executed.

4.	Accrued Payroll – Non-related Parties

As of May 31, 2019 and February 28, 2019, there is accrued and unpaid payroll, inclusive of estimated payroll taxes, to non-related parties of $12,239 and $6,216 respectively. The May 31, 2019 balance was paid on June 20, 2019 while the February 28, 2019 balance was paid on March 1, 2019.

5.	Operating Lease

On March 7, 2018, we entered into a lease with our landlord for the 5,824 square feet of office space. The lease, which is our only lease, has a minimum term of approximately 35 months, expiring January 31, 2021. On March 1, 2019, we adopted ASU 2016-02, Leases (“Topic 842”) which requires that we recognize a “right-of-use asset” and “lease liability” on our accompanying Condensed Balance Sheet for this lease. In implementing this ASU, we elected the optional transition method allowed under ASU 2018-11, Lease (Topic 842) Targeted Improvements. Accordingly, we recorded $356,392 to our March 1, 2019 balance sheet for both our right-of-use asset and our lease liability under this lease.

This asset and liability substantially represents our aggregate benefit of use and present-value obligation to make corresponding minimum lease payments for the duration of each lease term, respectively. Since the implicit rate is not readily determinable in any of our leases, we used an estimated incremental borrowing rate as of the lease commencement date using the “effective interest method” to derive the present value of our aggregate lease liability. The interest rate we used is 10% per annum. The asset and liability associated with the lease is amortized over the respective lease term.

We elected to not separate lease components from non-lease components in our measurement of minimum lease payments. We recognize lease expense on a straight-line basis over the expected lease term, as reported within general and administrative expense on the accompanying Condensed Statement of Operations. For the three months ended May 31, 2019 and 2018, this expense amounted to aggregated $53,843 and $31,149, respectively.

Components of Lease Expense

Total lease expense, inclusive of our variable lease payments, for the three months ended March 31, 2019, is summarized as follows:

	Three Months Ended May 31, 2019		Three Months Ended May 31, 2018
Operating lease expense	$	51,330	$	31,149
Variable lease expense		2,513		–
Total lease expense	$	53,843	$	31,149

Future Lease Payments

The table below summarizes our (i) minimum lease payments over the next five years, (ii) implied interest (from the application of our incremental borrowing rate), and (iii) present value of future lease payments:

Future Payments	May 31, 2019
Year ending 2/29/20	$	151,192
Year ending 2/28/21		192,192
Total future lease payments, undiscounted		343,384
Less: implied interest and deferred rent		(20,285	)
Present value of operating lease payments		323,099
Less current portion		(182,684	)
Non-current portion		140,415

6.	Capital Stock

Authorizations and Designations

We are authorized to issue 190,000,000 shares of our $0.001 par value common stock and 10,000,000 shares of our $0.001 par value preferred stock. As of ~~November~~May 3031, ~~2018~~2019 and February 28, 2019, no preferred stock ~~has~~had been issued.

~~Capital~~Sale ~~Stock~~of ~~Activity~~Common Stock

AsOn ~~described in Note 4, on~~ May 824, ~~2018~~2019, we entered ~~completed~~into a ~~subscription~~Subscription ~~agreement~~Agreement ~~for~~with ~~the~~CIB ~~sale~~pursuant ofto 2which we sold 4,~~000~~290,000 ~~shares~~units. Each single Unit consists of one (1) share of our common stock toand ~~our~~two ~~largest~~and ~~shareholder~~one half (2.5) warrants (collectively the “Units”). The warrants are exercisable for 18 months at $~~800~~0.05 per share. The aggregate purchase price for the Units is USD $214,~~000~~500 (the “Purchase Price”) or USD $0.05 per share. The Purchase Price was paid as follows: (i) $50,507 applied in extinguishment of the principal and accrued interest underlying the April 2019 Note between CIB and our Company, and (ii) $163,993 in cash funded May 29, 2019. The shares were issued effective May 29, 2019.

~~2014 Stock Incentive Plan~~13

The Board of Directors adopted the 2014 Stock Incentive Plan (the “Plan”). The Plan provides for the grant, at the discretion of the Compensation Committee of the Board of Directors, of stock awards, of common stock, restricted stock, awards of common stock, or stock options to purchase common stock of our Company, with a maximum of 150,000 shares. The Plan, as originally adopted authorized 15,000,000 shares, however, the authorized shares under the Plan were reversed 100 for 1 in accordance with the reverse split of our Company which became effective on January 22, 2015 (see Note 1). As of November 30, 2018, 131,875 shares are available for issuance under the Plan.

7. Subsequent Events

There have been no material subsequent events through the date of this filing.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WeCERTAIN ~~are~~STATEMENTS anIN ~~early~~THIS ~~stage~~QUARTERLY ~~biomedical~~REPORT ~~technology~~ON ~~and~~FORM ~~services~~10-Q ~~company~~(THIS “FORM 10-Q”), 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”). ~~Through~~CERTAIN, ~~late~~BUT ~~2017~~NOT ~~our~~NECESSARILY ~~principal~~ALL, ~~business~~OF ~~was~~SUCH ~~related~~FORWARD-LOOKING toSTATEMENTS ~~the~~CAN ~~software~~BE IDENTIFIED ~~development~~BY ofTHE ~~MyComputerKey™~~USE ~~and~~OF ~~our~~FORWARD-LOOKING ~~other~~TERMINOLOGY ~~patented~~SUCH ~~cloud~~AS ~~computing~~“BELIEVES”, ~~technologies;~~“EXPECTS”, ~~however~~“MAY”, ~~due~~“SHOULD”, OR to“ANTICIPATES”, ~~cash~~OR ~~flow~~THE ~~constraints~~NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS weOF ~~were~~STRATEGY ~~unable~~THAT toINVOLVE ~~proceed~~RISKS ~~with~~AND ~~the~~UNCERTAINTIES. ~~further~~SUCH ~~development~~FORWARD-LOOKING ofSTATEMENTS ~~our~~INVOLVE ~~software~~KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF US-CHINA BIOMEDICAL TECHNOLOGY, INC. ~~Due~~(“THE COMPANY”, to“WE”, ~~enhanced~~“US” ~~competition~~OR in“OUR”) ~~the~~TO ~~software~~BE ~~development~~MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE ~~market~~OR ~~and~~ACHIEVEMENTS ~~advancements~~EXPRESSED inOR ~~technology~~IMPLIED ~~made~~BY bySUCH ~~our~~FORWARD-LOOKING ~~competitors~~STATEMENTS. REFERENCES IN THIS FORM 10-Q, weUNLESS ~~began~~ANOTHER ~~evaluating~~DATE ~~alternative~~IS ~~business~~STATED, ARE ~~plans~~TO MAY 31, 2019.

~~Following~~Overview ~~the change in control~~ of ~~our~~Current Company pursuant to the SPA, the decision was made to put the software development on hold and to shift our primary business focus. Our newly revised business plan is directed towards biomedical technology and services. The primary focus of our plan is the integration and development of synergistic relationships with high profiled doctors and hospitals that will act as a bridge for connecting patients and bio-technology advances in China with our Company’s network of US based doctors and hospitals. We intend to develop a scalable biomedical bridge for the US and China markets. We will provide services for moving patients from China to the US with an emphasis on the following demographics:Operations

Following the change in control of our Company discussed above under Item 1 “History and Organization”, we decided to put all cloud computing 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. (i“BSP”), ~~cancer~~an ~~patient~~affiliate ~~referrals~~company ~~that~~headquartered ~~are~~ in Israel. BSP is a biomedical technology company revolutionizing non-~~critical~~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 ~~non~~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-~~life~~friendly ~~threatening~~interface. ~~positions~~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.

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.

RESULTS OF OPERATIONS

~~Three~~We ~~Months~~had ~~Ended~~no ~~November~~revenues in ~~30,~~the ~~2018 Compared~~three-month toperiods ~~the~~ending ~~Three~~May ~~Months~~31, ~~Ended~~2019 ~~November~~(“2019”) 30and May 31, ~~2017~~2018 (“2018”).

During the three months ended November 30, 2018, we incurred general and administrative expenses of $119,345 compared to $128,969 for the same period in 2017. Major differences in expense categories in 2018 versus 2017 were payroll and benefits ($4,000 lower), insurance ($2,000 higher), legal fees ($8,000 lower), rent ($4,000 higher), travel ($8,000 higher), telephone and internet ($3,000 lower), accounting and tax preparation ($11,000 lower), and office supplies ($1,000 higher). The cost reductions are primarily the result of restructuring our office staff and outside legal and accounting arrangements and the cost increases mainly come from a revised office lease, insurance policies and numerous meetings with potential strategic partners and investors.14

InGeneral and administrative expense - during the ~~2017~~2019 ~~period~~ and 2018 periods, we incurred general and administrative expense of $2122,~~583~~196 and $86,593, respectively, an increase of $35,603. During the 2019 period, we experienced higher costs for compensation and benefits (up $20,420) as we ramped up our staffing in ~~interest~~anticipation ~~expense~~of onexpanding ~~debt~~our ~~that~~operating ~~was~~activities. ~~converted~~Other toincreased ~~equity~~costs were rent (up $22,695) and consulting (up $8,400). Consulting costs were higher as we pursued new business opportunities. These increases in ~~December~~expense ~~2017~~were offset by reductions in legal and accounting costs (down $8,476 and $2,250, respectively) along with reduced costs for dues and subscriptions (down $1,775).

AsInterest expense a- ~~result~~during of the ~~above~~ 2019 and 2018 periods, we incurred interest expense to our ~~net~~largest ~~loss~~stockholder ~~decreased~~of ~~from~~$507 and $~~131~~3,~~552~~896, inrespectively, ~~the~~a ~~2017~~decrease ~~period~~of to $~~119~~3,~~345~~389. The reduction was the result of lower levels of debt in ~~2018~~2019.

~~Nine~~Gain ~~Months~~and ~~Ended~~loss on ~~November~~settlements ~~30,~~of debt - during the 2018 period we recorded a loss on conversion of related party debt of $184,156 ~~Compared~~attributable to our sale of 2,000,000 shares of our common stock based on the ~~Nine~~excess ~~Months~~in ~~Ended~~fair ~~November~~market ~~30,~~value ~~2017~~over purchase price of the shares issued in connection with this transaction.

~~During~~Net ~~the nine months~~loss ~~ended~~- ~~November~~our ~~30,~~net ~~2018,~~loss wedecreased ~~incurred~~to ~~general and administrative expenses of~~ $~~348~~122,~~906~~703 ~~versus $398,883~~ in ~~the~~2019 ~~2017~~compared ~~period.~~to ~~Major differences in expense categories in 2018 versus 2017 were payroll and benefits (~~$31274,~~000~~645 ~~lower),~~for ~~insurance~~the ~~($4,000~~2018 ~~higher),~~period ~~IT support~~as ~~($2,000~~a lower), legal fees ($46,000 lower), travel ($7,000 higher), rent ($21,000 higher), public company fees ($7,000 higher), accounting and tax preparation ($4,000 lower), and telephone and internet ($4,000 lower). The cost reductions are primarily the result of ~~restructuring our office staff and outside legal and accounting arrangements and~~ the ~~cost~~factors ~~increases~~described ~~mainly come from a revised office lease, insurance policies, higher market access and SEC filing fees, and numerous meetings with potential strategic partners and investors~~above.

11Summary of any product research and development that we will perform for the term of our plan of operation.

During ~~2018~~the we2019 ~~incurred~~and ~~$3,896 in related party interest on debt owed to our largest shareholder. On May 8,~~ 2018, ~~this shareholder purchased 2.0 million shares of our common stock for $800~~periods,~~000,~~ ~~with~~we adid ~~portion~~not ofincur ~~the~~costs ~~purchase~~associated ~~price satisfied by the cancellation of the previously mentioned debt. A loss of $184,156 was recorded in connection~~ with ~~this~~research ~~transaction~~and ~~based~~development ~~on the excess in fair market value of the shares sold compared to the purchase price~~activities. ~~During 2017, we incurred interest expense of $7,583 related to debt that was converted to equity in December 2017.~~

AsExpected apurchase ~~result~~or sale of ~~the~~plant and ~~above,~~significant ~~our net loss increased from $406,466 in the 2017 period to $536,958 in 2018.~~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 May 31, 2019, we have three 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

WeAs ~~currently~~of ~~have~~May ~~no liquidity~~31, ~~and have suffered losses and therefore must depend on our ability to attract external financing and investment to conduct~~2019, ~~our~~we ~~business~~had ~~activities~~cash and ~~expand~~cash ~~our~~equivalents ~~operations.~~of ~~During the nine months ended November 30~~$142,331 ~~2018~~and weworking ~~completed~~capital ~~the sale~~ of 2$82,621.~~0 million~~ ofIn ~~our common shares for $800~~comparison,~~000,~~ ~~consisting~~as of ~~$569,805~~February ~~in cash and $230~~28,~~195~~ ~~in converted debt and accrued interest. Management is currently pursuing additional financing and investment opportunities~~2019, ~~but there can be no assurance~~ we ~~will~~had ~~be successful~~cash inand ~~these~~cash ~~pursuits.~~equivalents Weof ~~are hopeful that with additional capital~~$36,542 ~~we will be able to successfully implement our business plan~~ and ~~achieve~~ ~~profitable~~a ~~status,~~working ~~although~~capital ~~that~~deficit ~~success~~of ~~cannot be assured~~$19,811.

~~These~~We ~~factors~~had ~~raise~~total liabilities ~~substantial~~of ~~doubt~~$394,664 ~~about our ability to continue~~ as aof ~~going~~May ~~concern.~~31, If2019 weconsisting ~~are~~of ~~unable~~accounts ~~to raise additional capital~~payable, weaccrued ~~may be forced to curtail or cease our operations. Even if we are able to continue our operations~~payroll, ~~the~~due ~~failure~~ to ~~obtain~~related ~~financing~~party ~~could have a substantial adverse effect on our business~~ and ~~financial results. We have no firm commitments at present to provide us with future financing. Our independent registered public accounting firm included~~ an ~~explanatory~~operating ~~paragraph~~lease ~~raising substantial doubt about~~liability. ~~our~~This ~~ability~~compares to ~~continue~~total asliabilities aat ~~going~~February ~~concern~~28, in2019 ~~their~~of ~~report~~$76,078 ~~included~~consisting inof ~~our~~accounts ~~Annual~~payable, ~~Report~~accrued onpayroll, ~~Form~~due ~~10-K~~to ~~for~~related party ~~the~~and ~~year~~deferred ~~ended February 28, 2018~~rent.

AtAs ~~November~~of 30May 31, ~~2018~~2019, we had ~~cash~~total ~~and~~stockholders’ ~~cash~~equity ~~equivalents~~ of $~~211~~93,~~486~~206 and ~~working~~an ~~capital~~accumulated deficit of $~~156~~3,~~173~~445,586. ~~compared~~This compares to ~~cash~~total ~~and~~stockholders’ equity ~~cash equivalents~~ of $561,~~407~~409 and a ~~working~~an ~~capital~~accumulated deficit of $~~291~~2,~~026~~936,783 as of February 28, 2018.

WeDuring ~~had~~2019, ~~total~~we ~~liabilities~~used of $63108,~~927~~204 atof ~~November~~cash ~~30,~~in ~~2018~~operating ~~consisting~~activities ofwhich ~~$24,277~~was ofattributable ~~accounts~~to ~~payable,~~our ~~$6,650~~net loss of ~~deferred rent, and~~ $33122,~~000~~703 ofoffset ~~accrued~~by ~~payroll –~~the ~~related~~net ~~parties.~~change ~~This~~in ~~compares~~operating assets toand ~~total~~ liabilities of $~~352~~12,~~433 at February 28~~687, ~~2018~~the ~~which included $18,153 of accounts payable, $27,806 of accrued payroll –~~ non-~~related~~cash ~~parties,~~portion ~~$35,175~~ of ~~accrued~~rent ~~payroll~~expense ~~– related parties, notes payable and accrued interest~~ of $451,~~000,~~305 and ~~related~~the ~~party~~interest ~~notes~~expense ~~payable~~settled ~~and~~by ~~accrued~~common ~~interest~~ stock of $~~226,299 as of February 28, 2018~~507.

WeDuring ~~had~~2018, awe ~~total stockholders’~~used ~~equity~~$121,733 of cash in operating activities which was attributable to our net loss of $~~175~~274,~~392~~645 and anthe ~~accumulated~~net ~~deficit~~change in operating assets and liabilities of $235,~~762~~140,~~801~~ asoffset by the loss on conversion of ~~November~~related 30party debt of $184,156 ~~2018~~and the interest expense settled by common stock of $3,896.

During the nine months ended November 30, 2018, we used $369,729 of cash in operating activities which was attributable primarily to our net loss of $536,958, offset by the loss on settlement of debt of $184,156, plus the net change in operating assets and liabilities of $16,927. During the comparable 2017 period, we used $223,027 of cash in operating activities which was mainly as a result of our net loss of $406,466, offset by the net change in operating assets and liabilities of $183,264.15

~~With~~During ~~respect~~2019, tonet ~~investing~~cash ~~activities,~~provided weby ~~had~~financing noactivities ~~cash~~was ~~activity~~$213,993, inwhich ~~either~~consisted ~~period~~of ~~presented~~$163,993 ~~and~~of weproceeds dofrom ~~not~~sale ~~anticipate~~of ~~any~~common ~~significant~~stock ~~capital~~to ~~expenditures~~our inlargest ~~the~~stockholder, ~~near~~plus ~~future~~$50,000 asfrom ~~such~~a ~~items~~notes ~~are~~payable ~~not~~from ~~required~~that bysame ~~us at this time~~stockholder.

During ~~the nine months ended November 30,~~ 2018 ~~and 2017~~, net cash provided by financing activities was $524,805 ~~and $219~~,~~667,~~ ~~respectively.~~which Inconsisted ~~April~~of ~~2018, we paid~~ $45569,~~000~~805 ~~to Goldenrise in complete settlement~~ of aproceeds ~~$90,000~~from ~~debt based on a debt settlement agreement entered into in January 2018. In May 2018 we completed the~~ sale of ~~2.0~~common ~~million~~stock ofto our ~~common shares for $800,000, consisting of $569,805 in cash and $230,195~~largest ~~in converted debt and accrued interest. In the 2017 period~~stockholder, weless ~~sold 125,000 shares of our common stock for~~ $7545,000 ~~and~~from werepayment ~~issued~~ of notes payable ~~for proceeds of $137,500~~.

~~RECENTLY~~Additional ~~ISSUED~~capital is ~~ACCOUNTING~~required ~~PRONOUNCEMENTS~~in order to implement our business plan. Since we have no liquidity and have suffered losses, we depend to a great degree on the ability to attract external financing in order to conduct our business activities and expand our operations. These factors raise substantial doubt about our ability to continue as a going concern. If we are unable to raise additional capital from conventional sources, including increases in related party and non-related party loans and/or additional sales of stock, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial 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 going concern. We continue to pursue debt and/or equity financing, although there can be no assurance that our efforts will be successful.

WeGoing have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.Concern

12We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

~~OFF-BALANCE~~Future ~~SHEET ARRANGEMENTS~~Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Item 10(f) (1) of Regulation S-K, we are not required to provide information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of ~~November~~May 3031, ~~2018~~2019.

Changes in Internal Control Over Financial Reporting

On November 19, 2017, Mr. Michael R. Dunn, our ~~Company’s~~then Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and director, died unexpectedly. As a result, our Company’s Chairman of the Board of Directors, Mr. Qingxi (“Sunny”) Huang, was appointed as our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer. This change may ~~have~~ have affected our internal control over financial reporting during the ~~periods~~quarter ended ~~November~~May 3031, ~~2017~~2018 and subsequent periods. Our Chief Executive Officer will evaluate our controls and procedures quarterly to determine whether or not our controls and procedures ~~have~~ have become effective again.

~~Our~~We ~~Company~~are is not ~~required~~ required by current SEC rules to include, and does not include, an auditor's attestation report. Our registered public accounting firm has not attested to Management's reports on our Company's internal control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Internal Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems 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~~stockholder, is an adverse party or has a material interest adverse to our interest.

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the ~~nine months~~quarter ended ~~November~~May 3031, ~~2018~~2019, we issued the shares described below in private placements pursuant to Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D and Regulation S, in each case on the basis that the shares were offered and sold in a non-public ~~offering~~ offering to an “accredited investor” as defined in Rule 501 of Regulation D. Additionally, at the time of the issuances, ~~unless~~ unless registered for resale, the shares were deemed to be restricted securities under the Securities Act and the certificates ~~evidencing~~ evidencing such shares bear a legend to that effect.

On ~~March~~May 1524, ~~2018~~2019, we we entered into a ~~subscription~~Subscription ~~agreement~~Agreement with ~~China-Israel~~CIB ~~Biological~~pursuant ~~Technology,~~to ~~Co.~~which ~~Ltd.~~we ~~(“CIB”)~~sold 4,290,000 aunits. ~~Chinese~~Each ~~company associated~~single ~~with~~Unit ~~Mr.~~consists ~~Qingxi~~of ~~Huang,~~one (1) share of our ~~President~~common stock and ~~Chief~~two ~~Executive~~and ~~Officer,~~one ~~for~~half ~~the~~(2.5) ~~sale~~warrants of(collectively ~~2,000,000~~the ~~shares~~“Units”). ofThe ~~our~~warrants ~~common~~are ~~stock~~exercisable for 18 months at $0.05 per share. The aggregate ~~proceeds~~purchase ofprice for the Units is USD $~~800~~214,~~000~~500 (the “Purchase Price”) or USD $0.05 per share. The Purchase Price was paid as follows: (i) $~~569~~50,~~805~~506.85 ~~was paid~~applied atin ~~closing,~~extinguishment ~~and~~of ~~(ii)~~the ~~$230,195~~principal ~~was~~and ~~applied~~accrued interest ~~toward~~underlying the ~~Purchase~~April ~~Price~~2019 ~~pursuant~~Note tobetween aCIB ~~Debt~~and ~~Settlement Agreement entered into by~~ our Company., ~~The~~and ~~Purchase~~(ii) ~~Price~~$163,993.15 ~~was~~in ~~paid~~cash onfunded May 829, ~~2018~~2019. The shares were issued oneffective May 2529, ~~2018~~2019.

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 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 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.

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(b) The shares of common stock referenced herein were issued pursuant to and in accordance with Rule 506 of Regulation D and Section 4(2) of the Securities Act. We made this determination in part based on the representations of the Investor(s), which included, in 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 Company’s affairs that are not disclosed in the 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 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.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

1519

ITEM 6. EXHIBITS

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.
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.
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
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.
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
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.
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 *
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.
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 *
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

SIGNATURES

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

Date: January 10, 2019	/s/ Qingxi Huang
Date: July 22, 2019	/s/ Qingxi Huang
	Name: Qingxi Huang
	Title: Chief Executive Officer (Principal Executive Officer), President, and Chief Financial Officer (Principal Financial and Accounting Officer)

1721

Filing Compare · US-China Biomedical Technology, Inc.