Item 1. Business.
Description of Business
General Information
We were incorporated in the State of Nevada on June 2, 2015. Since inception, we have not generated any revenues and have an accumulated deficit of $579,777, as of December 31, 2020.
We have never been a party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
We have yet to commence any significant operations. As of the date of this annual report, we have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from sales of fertilizer products made by the Manufacturer (the “Nano fertilizer products”). Our administrative office is located at 341, Sec. 2,Wanshou Rd., 10th Floor, Guishan District, Taoyuan City, 333, Taiwan (Republic of China).
Our fiscal year ends on is December 31.
As of the date of this annual report, we had not sold any Nano fertilizer products, nor had we generated any revenue from operations.
Business Overview
We anticipate that we will receive revenues from the sale of the Nano fertilizer products, which are manufactured in Taiwan. We plan to market and sell the Nano fertilizer products to resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households.
Since the date of inception (June 2, 2015), our activities have been primarily developmental, e.g., formation of the Company, development of our business plan, negotiation of the marketing and distribution agreement (the “Marketing Agreement”) with the Manufacturer (as defined below) and research regarding marketing and distribution methods and strategies; we have yet to commence planned operations to any significant measure.
Our current management is comprised of Chih-Yuan Hsiao, our president, principal executive officer, and a member of our board of directors; Ching-Chia Chuang, our secretary, principal financial officer, treasurer and a member of the board; Yu-Chih Hsiao, a member of our board of directors, and Min-Tsung Hsiao, a member of our board of directors. Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao.
Our officers and directors held approximately 60.62% of the Company’s issued and outstanding shares of common stock as of December 31, 2020. Additionally, our president and a member of our board of directors, Chih-Yuan Hsiao, and our other directors, Yu-Chih Hsiao and Min-Tsung Hsiao, hold a majority of the issued and outstanding shares of common stock of the Manufacturer. As the Manufacturer is the sole supplier of the Nano fertilizer products that we intend to market and distribute, to the extent that Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao participate in the management of the Manufacturer with respect to the Manufacturer’s relationship with the Company, there is a conflict of interest between the Manufacturer and us. Our officers and directors are aware of their fiduciary duties to the Company and its shareholders and will make every effort to consider the best interests of the Company and its shareholders in connection with the transactions and relationships between the Company and the Manufacturer. As of the date of this annual report, the Company did not have Director & Officer liability insurance.
We anticipate that we will receive revenue from the distribution and sale of the Nano fertilizer products. We plan to market and sell the Nano fertilizer products to resellers of fertilizers who are aware of the needs of their customers. Additionally, we may target individual farmers and households.
During 2020, our operations were limited to seeking business opportunities in connection with the marketing and distribution of the Nano fertilizer products. We are still in the process of establishing retail relationships with various distributors and retailers in Asia.
We believe that we may establish sufficient business relationships which will enable us to sell and distribute the Nano fertilizer products.
Presently, we have no employees. Our officers and directors are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our development. Human resource planning will be a part of an ongoing process that will include regular evaluation of our operations.
We intend to hire employees at such time as we determine appropriate. We cannot provide any assurance or guarantee on the date on which we will hire employees.
Marketing and Distribution Agreement
Effective December 1, 2015, we entered into the Marketing Agreement with the Manufacturer, whereby the Manufacturer authorizes the Company to market, sell and distribute those Nano fertilizer products manufactured by the Manufacturer. The Marketing Agreement grants the Company a non-exclusive right to market, sell and distribute the Nano fertilizer products in Asia, with the exception of Taiwan. The Marketing Agreement is effective as of December 1, 2015, and continues for one year thereafter and is renewed automatically for periods of one year each, unless one party gives notice to the other party at least 30 days prior to the expiration of the said agreement of its intention not to renew. As of the date of June 30, 2021, no party to this Marketing Agreement gave notice to terminate this agreement and the terms of this Marketing Agreement were effective. The Company is making efforts to distribute Nano fertilizer and food products in Taiwan, mainland China and Japan.
Nano Fertilizer Products
Nano fertilizers may improve the efficiency of delivering various nutrients to plants and crops because the nano-level particles make it easy and more efficient for the plants to absorb the fertilizers. The plants, vegetables and crops sprayed with Nano fertilizer products have shown to grow faster, enjoy 20-30% longer life span, be less likely to have pests, and have an enhanced food production rates with higher quality. Use of Nano fertilizers helps avoid certain common side effects of non-Nano fertilizers, such as inconsistent plant sizes, shapes and colors caused by uneven distribution of fertilizers. At the same time, the Manufacturer observed that Nano fertilizer products have the potential of reducing soil toxicity caused by the use of traditional non-Nano fertilizers.
The Nano fertilizers that we will market, sell and distribute are listed below:
#1-Nano Organic Compound Fertilizer:
o
Ingredients include nitrogen, phosphorus anhydride, potassium oxide and citric acid-soluble magnesium oxide.
o
May be used on vegetables and fruit trees during vegetative growth and reproductive growth.
#3-Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
o
Ingredients include nitrogen, phosphorus and potassium oxide.
o
May be used on vegetables, fruit trees and floral crops to promote flowering.
#5-Nano High Phosphorus High Potassium Compound Fertilizer
o
Ingredients include nitrogen, phosphorus and potassium oxide.
o
May be used on vegetables and fruit trees to improve the quality of the crop and the sweetness of the fruit.
The Nano Fertilizer Products may be applied in other manners depending on the targeted crops and vegetables.
The Manufacturer
The Manufacturer, Lazuriton Nano Biotechnology Ltd., a Taiwanese corporation, manufactures the Nano fertilizer products in Taiwan.
Chih-Yuan Hsiao is the president and sole director of the Manufacturer. Mr. Hsiao, currently, also owns 88.4% of the issued and outstanding shares of common stock of the Manufacturer. Yu-Chih Hsiao is the factory manager of the Manufacturer and owns 5.80% of the issued and outstanding shares of its common stock. Min-Tsung Hsiao also owns 5.80% of the issued and outstanding shares of the Manufacturer’s common stock.
As the Manufacturer is the sole supplier of the Nano fertilizer products that we intend to market and distribute, to the extent that Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao participate in the management of the Manufacturer with respect to the Manufacturer’s relationship with the Company, there is a conflict of interest regarding the affairs of the Manufacturer and the affairs of the Company. We have not yet formulated a policy for handling conflicts of interest; however, Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao are aware of their fiduciary duties to the Company and its shareholders and will make reasonable efforts to serve the best interests of the Company and its shareholders.
Revenues
We anticipate that we may generate revenue from the sale of the Nano fertilizer products. The Nano fertilizer products will be primarily sold through resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households. The cost of each Nano fertilizer product may vary, depending on a number of factors, including the (i) amount of the Nano fertilizer product that is being purchased; (ii) cost of raw materials; (iii) volume of products that were generated within the same time period; (iv) the use of the fertilizers; and (v) depreciation of the machines and equipment.
As of the date of this annual report, we have not sold any of the Nano fertilizer products nor have we generated any revenue from operations. Our operations to date have been devoted primarily to development activities, e.g., development of our business plan, negotiation of the Marketing Agreements with the Manufacturer and research regarding the marketing and distribution methods and strategies.
Marketing
We plan to market and sell the Nano fertilizer products to resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households.
We will regularly evaluate the market response for our existing products and perform appropriate trend analysis. We anticipate that such evaluation will be to review all sales to analyze which Nano fertilizer products are selling. Additionally, we anticipate that we may engage one or more local marketing or advertising companies which can assist us to understand the various trends.
Upon receipt of additional funding, we will increase the budget allotted for marketing and advertising and use the funds to expand our target markets. We believe we can gain a greater market share of Nano fertilizer consumers by expanding our target market to supermarkets and agricultural chain stores. At this time, we are unsure if, and when, we will receive that additional funding.
Need for any Government Approval - Environment Laws
We are subject to evolving laws and regulations administered by governmental authorities at national, provincial and city levels. Our operations may require us to comply with regulations relating to a comprehensive array of subjects, such as environmental protection and fire hazard control. We believe we are currently in compliance with these laws and regulations in all material respects. We may be required to incur significant costs to comply with these laws and regulations in the future. Unanticipated changes in existing regulatory requirements or adoption of new requirements could have a material adverse effect on our financial condition and results of operations.
Patents, Trademarks and Licenses
Presently, the Company does not own any patents or trademarks. The following table lists the trademarks that the Manufacturer, an affiliate of the Company has registered. The fertilizer products we intend to distribute and sell will bear those marks.
Owner of the Mark
Mark
Jurisdiction
Period
Lazuriton Nano Biotechnology Co., Ltd.
Taiwan
August 1, 2012 to July 31, 2022
Lazuriton Nano Biotechnology Co., Ltd.
Taiwan
December 1, 2012 to November 30, 2022
Lazuriton Nano Biotechnology Co., Ltd.
People’s Republic of China
May 21, 2014 to May 20, 2024
Seasonality
In most regions where we plan to sell the Nano fertilizers, various types of vegetables, fruit trees and floral crops grow at different times and may benefit from the Nano fertilizer products. Accordingly, we do not anticipate a greater or lesser demand from our target customers for the Nano fertilizer products during different seasons. Because the Nano fertilizer products can be manufactured and used all year round, we believe our operations and sales will not be subject to seasonality.
Competition
The fertilizer business is characterized by vigorous competition throughout the world. Brand recognition, price, service, quality and availability are some of the factors that impact consumers’ choices among competing products and brands. Advertising, promotion, merchandising and the pace of new product introductions have significant impacts on consumers’ buying decisions. We will face completion from a large number of fertilizer companies, some of which may have substantially greater resources than we do.
Our principal competitors are Hsin Fang Nano Technology Ltd. and Unicat Nano Advanced Materials & Devices Technology Ltd. We will also face competition from a number of independent brands, as well as some retailers that have developed their own brands.
Our products have relatively low manufacturing costs, which may allow us to offer competitive pricing to our customers. Additionally, we believe that by providing outstanding customer service we can build customer loyalty to our brand.
Employees and Employment Agreements
Presently, we have no full-time employees. Our president, Chih-Yuan Hsiao, is responsible for the primary operations and development of the Company and its subsidiaries. There is no employment or similar agreement between the Company and Mr. Hsiao.
Item 1A.
Item 1A. Risk Factors.
Not applicable for smaller reporting companies.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
We do not own any real estate property. Mr. Chih-Yuan Hsiao, our president and chairman of the Board, entered into a lease that allowed the Company to operate at the address of 341 Wanchou Rd., 10th Floor, Guishan District, Taoyuan City, 333, Taiwan (Republic of China). The monthly rent is 40,000 NTD (approximately $1,267 U.S. dollars), excluding the electricity, gas and water expenses. The lease for such office space ended on May 31, 2020. Upon expiration of our lease, we extended the lease on a monthly basis and planned to move the office to a new location.
Item 3.
Item 3. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings, which may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
No public market currently exists for shares of our common stock.
There were 53 holders of record of our common stock as of December 31, 2020.
We paid no dividends on our common stock during the fiscal year of 2020. We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors subject to our business and financial conditions, applicable Nevada laws and federal laws and other factors.
Recent Transactions Involving Unregistered Securities
None.
Common Stock
As of December 31, 2020, the outstanding number of shares of our common stock was 100,000,000. All our outstanding common shares are validly issued, fully paid and non-assessable.
Each share of our common stock entitles the shareholder one vote on any and all matters such shareholder is entitled to vote at a shareholders’ annual or special meeting. There are no cumulative voting rights, which mean that the shareholder or shareholders owning 50% of the issued and outstanding shares in our capital stock can elect the entire board of directors. Therefore, any shareholder or shareholders, cumulatively with less than 50% of the voting power, cannot elect any director to the board of directors on their won. Pursuant to the provisions of Section 78.320 of the Nevada Revised Statues (the “NRS”), at least a majority of the outstanding shares of capital stock entitled to vote must be present, in person or by proxy, at any meeting in favor of the action exceeds the number of votes cast in opposition to the action, provided, however, that directors may be elected by a plurality of the votes of the shares present at the meeting and entitled to vote. Certain fundamental corporate changes, such as the liquidation and business combination, require the approval of holders of a majority of the outstanding shares entitled to vote.
Holders of our common stock have no pre-emptive rights, no conversion rights and no subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.
Preferred Stock
As of December 31, 2020, we had no preferred stock authorized.
Dividends
The holders of our common stock are entitled to receive dividends on a pro rata based on the number of shares held, when and if declared by our Board of Directors, from funds legally available for that purpose. NRS Section 78.288 prohibits us from declaring dividends where, after giving effect to the distribution of the dividend we would not be able to pay our debts as they become due in the normal course of business; or except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. We do not, however, intend to pay any dividends in the foreseeable future and currently intend to retain all future earnings to finance our business.
Our shareholders are not entitled to preference as to dividends or interest; pre-emptive rights to purchase new issues of shares; preference upon liquidation; or any other special rights or preferences.
There are no restrictions on dividends under any loan or other financing arrangements.
We paid no dividends on our common stock in the fiscal year of 2020. We do not have a policy of paying regular dividends and do not expect to pay any dividends on our common stock in the foreseeable future. We currently intend to retain any future earnings for our business. The payment of any future dividends on our common stock will be determined by our Board of Directors and will depend on business conditions, our financial earnings and other factors.
Outstanding Stock Options, Purchase Warrants and Convertible Securities
We have no outstanding stock options, purchase warrants or convertible securities.
Equity Compensation Plans, Bonus Plans
We have not established any equity incentive plans. We have no outstanding Compensation Committee.
Pension Benefits
We do not have any defined benefit pension plans.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
Debt Securities
As of December 31, 2020, we owed Mr. Hsiao approximately $243,428 pursuant to that Funding Commitment (as defined below) which was disclosed in the Company’s annual report on Form 10-K filed on April 3, 2018. The Funding Commitment was valid and outstanding as of the date of this annual report on Form 10-K.
Except as disclosed above, we have no debt securities outstanding.
Repurchase Programs
There is currently no share repurchase program pending..
Item 6.
Item 6. Selected Financial Data.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Forward Looking Statements
Some of the statements contained in this Form 10-K that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
1.
Our ability to attract and retain management and key employees;
2.
Our ability to generate customer demand for our products;
3.
The intensity of competition; and
4.
General economic conditions.
All written and oral forward-looking statements made in connection with this annual report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
Going Concern
Our auditor has indicated in their report on our financial statements for the fiscal year ended December 31, 2020, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or equity securities.
We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with Securities and Exchange Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease our business operations. As a result, our common stock investors would lose all of their investment.
Results of Operations
Year ended December 31, 2020 compared to the year ended December 31, 2019
Net revenue: We did not generate any revenue for the years ended December 31, 2020 and 2019. We have had limited business operations since incorporation.
General and administrative expenses: General and administrative expenses primarily consisted of legal and professional service fees. General and administrative expenses were $51,242 for the year ended December 31, 2020, as compared to $71,775 for the year ended December 31, 2019, which represented a decrease of $20,533, or 29%. The decrease in general and administrative expenses was primarily attributable to the decrease in accounting, legal and professional fees.
Other income: Other income mainly consists of interest income. Other income for the year ended December 31, 2020 consists of $1 from interest. Other income was $0 for the year ended December 31, 2019.
Net loss: Our net loss was $51,241 for the year ended December 31, 2020, as compared to $71,775 for the year ended December 31, 2019, which represented a decrease of $20,534, or 29%. The decrease in net loss was a result of revenue generated for the year ended December 31, 2020.
Liquidity and Capital Resources
Cash and cash equivalents were $1,348 at December 31, 2020 and $1,347 at December 31, 2019. Our total current assets were $1,348 at December 31, 2020, as compared to $1,347 at December 31, 2019. Our total current liabilities were $321,125 at December 31, 2020, as compared to $269,883 at December 31, 2019.
We had negative working capital of $319,777 at December 31, 2020, compared to negative working capital of $268,536 at December 31, 2019. The increase in negative working capital was primarily due to the increase in accrued expenses.
Net cash provided by operating activities was $1 during the year ended December 31, 2020, compared to $150 during the year ended December 31, 2019. The decrease in the cash provided by operating activities was primarily due to the decrease in cash flow provided from due to related parties, offset by the increase in accrued expenses and decrease in net loss.
We had no net cash flow from investing or financing activities during the years ended December 31, 2020 and 2019.
Net change in cash and cash equivalents was an increase of $1 during the year ended December 31, 2020, compared to an increase of $150 during the year ended December 31, 2019.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have not identified any additional critical accounting policies and judgments. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in the Note 1 to our financial statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.
Off-balance Sheet Arrangements
We were not aware of any off-balance sheet arrangements as of December 31, 2020.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
Inflation
Our opinion is that inflation has not had a material effect on our operations and is not expected to have any material effect on our operations.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Lazuriton Nano Biotechnology (U.S.A.) Inc.
Financial Statements for the Years Ended
December 31, 2020 and 2019
FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Lazuriton Nano Biotechnology (U.S.A.) Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lazuriton Nano Biotechnology (U.S.A.) Inc. and its subsidiary (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019, in conformity with the U.S. generally accepted accounting principles in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has a working capital deficit, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits 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 consolidated 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ KCCW Accountancy Corp.
We have served as the Company’s auditor since 2016.
Diamond Bar, California
September 15, 2021
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
The accompanying notes to financial statements are an integral part of these statements.
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes to financial statements are an integral part of these statements.
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes to financial statements are an integral part of these statements.
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
The accompanying notes to financial statements are an integral part of these statements.
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Organization
Lazuriton Nano Biotechnology (U.S.A.) Inc., a company in the developmental stage (the “Company”), was incorporated on June 2, 2015 in the State of Nevada. The Company has conducted limited business operations and had no revenues from operations since its inception. The Company’s business plan is to market and distribute Nano fertilizers products.
On March 9, 2020, Lazuriton Co., Ltd, a wholly-owned subsidiary was established in the Republic of China, Taiwan. The subsidiary was established for business operations in Taiwan.
Going Concern
These consolidated financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred net loss of $51,241 and $71,775 for the years ended December 31, 2020 and 2019, respectively, and had accumulated deficit of $579,777 and $528,536 as of December 31, 2020 and 2019, respectively, and it had no revenue from operations.
The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company’s losses raise substantial doubt about its ability to continue as a going concern. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
The Company is currently addressing its liquidity issue by continually seeking additional funds through private placements of its securities and/or capital contributions and loans by Chih-Yuan Hsiao, the President and a member of the board of directors. The Company believes its current and future plans enable it to continue as a going concern. The Company’s ability to achieve these objectives cannot be determined at this time, however. If the Company is unable to obtain additional financing, the Company may be required to reduce the scope of its business development activities, which could harm its business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.
Classification
Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
Net Loss Per Share
Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2020 and 2019, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The deferred income tax assets were $0 as of both December 31, 2020 and 2019, respectively.
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognizes deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities by using enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
Foreign Currency Translation and Transactions
The reporting and functional currency of the Company is the USD. The functional currency of Lazuriton Co., Ltd, a wholly owned subsidiary of the Company, is the New Taiwanese Dollar (“TWD”).
For financial reporting purposes, the financial statements of the Company’s Taiwan subsidiary, which are prepared using the TWD, are translated into the Company’s reporting currency, USD. Assets and liabilities are translated using the exchange rate on the balance sheet date. Revenue and expenses are translated using average exchange rates prevailing during each reporting period. Stockholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in stockholders’ deficit.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange difference, presented as foreign currency transaction gain (loss), is included in the accompanying condensed consolidated statements of operations.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The FASB’s amendments primarily impact ASC 740, Income Taxes, and may impact both interim and annual reporting periods. ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted. The adoption of this ASU on January 1, 2021 does not have material impact on the Company’s consolidated financial statements.
NOTE 2. ACCRUED EXPENSES
Accrued expenses consist of the following:
NOTE 3. DUE TO RELATED PARTIES
The Company has received advances from its officers and shareholders for working capital purposes. As of December 31, 2020 and 2019, there were $243,428 and $233,288 advances outstanding, respectively. The Company has agreed that the outstanding balances bear 0% interest rate and are due upon demand after 30 days written notice by the officer and shareholder.
NOTE 4. INCOME TAXES
United States of America
The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made as the Company has no taxable income for the period. The applicable income tax rate for the Company was 21% for the years ended December 31, 2020 and 2019.
As of December 31, 2020, the Company had net operating loss carryforwards of approximately $579,777 that may be available to reduce future years’ taxable income. 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 tax loss carry-forwards.
Taiwan
The Company’s subsidiary is incorporated in Taiwan. The Taiwan Income Tax Law imposes a unified enterprise income tax rate of 20% on all enterprises with taxable income greater than approximately $4,274 (NT$120,000). No income tax liabilities existed as of December 31, 2020 due to its inactivity.
The provision for federal income tax consists of the following for the years ended December 31, 2020 and 2019, respectively:
The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following as of December 31, 2020 and 2019, respectively:
The difference between the effective rate reflected in the provision for income taxes on loss before taxes and the amounts determined by applying the applicable statutory U.S. tax rate are analyzed below:
For the years ended December 31, 2020 and 2019, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.
NOTE 5. SUBSEQUENT EVENT
In May 2021, the Company’s wholly owned subsidiary, Lazuriton Co., Ltd., was terminated by the local government due to inactivity.
Management has evaluated subsequent events through the date which the financial statements are available to be issued. All subsequent events requiring recognition as of December 31, 2020 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020, the end of the year covered by this annual report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer, who are the same person. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function and limited staff, our disclosure controls were not effective as of December 31, 2020, such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.
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 Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements, (iii) a lack of segregation of duties within accounting functions and (iv) the absence of any independent directors. Therefore, our internal controls over financial reporting were not effective as of December 31, 2020.
Management has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel and excessive reliance on third party consultants for accounting, financial reporting and related activities. The lack of any separation of duties, with the same person, who is our only employee who serves as both chief executive officer and chief financial officer, and who does not have an accounting background and serves on a part-time basis, makes it unlikely that we will be able to implement effective internal controls over financial reporting in the near future.
Due to our limited size, segregation of all conflicting duties is not possible. However, to the extent possible, we plan to implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals if and when we have sufficient income to enable us to hire such individuals, and we cannot give any assurance that we will be able to hire such personnel in the near future or at all. Our financial condition makes it difficult for us to implement a system of internal controls over financial reporting.
Until we generate significantly greater revenues and employ accounting personnel, it is doubtful that we will be able implement any system which provides us with any degree of internal controls over financial reporting. Due to the nature of this material weakness in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not be prevented or detected.
A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during the fiscal year of 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Offices and Corporate Governance.
Directors of the Company were elected by the stockholders to serve until the next shareholder meeting or their respective successors are duly elected and qualified. Officers of the Company were appointed by our Board of Directors to serve until their respective successors are duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no standing nominating, auditing or compensation committees.
The names and ages of our directors and executive officers are set forth below:
___________
(1)
Chih-Yuan Hsiao will serve as a director until the next annual shareholder meeting or his earlier resignation.
(2)
Ching-Chia Chuang will serve the Board until the next annual shareholder meeting or his earlier resignation.
(3)
Yu-Chih Hsiao will serve as a director until the next annual shareholder meeting or his earlier resignation.
(4)
Min-Tsung Hsiao will serve as a director until the next annual shareholder meeting or his earlier resignation.
January 30 of each year is specified in the Company’s Bylaws for the annual meeting of the Company’s shareholders. We did not hold the shareholder meeting on January 30, 2020 and do not plan to have regular annual shareholder meetings.
Backgrounds of Executive Officers and Directors
The following information sets forth the background and business experience of our directors and executive officers.
Chih-Yuan Hsiao, President, Principal Executive Officer and a member of our Board of Directors
Chih-Yuan Hsiao received his Associate Bachelor Degree in International Business from Lan Yang Institute of Technology in Taiwan in 1992. From January 2004 to December 2008, Mr. Hsiao was the president of Lazuriton Art and Culture Co., Ltd., a business engaged in marketing and selling artwork carving products. From January 2009 to the present, Mr. Hsiao has been the president and a member of the board of directors of Lazuriton Nano Biotechnology Co., Ltd., a Taiwanese corporation, or the “Manufacturer”, which manufactures Nano fertilizer products that we will market and distribute. There is a conflict of interest regarding Mr. Hsiao’s role as president and board member of the Manufacturer and his position as President, Principal Executive officer and member of the Board of Directors for the Company. As the president of the Company, Mr. Hsiao manages all operational activities of the Company, including the purchases and sales of the Nano Fertilizer Products.
Mr. Hsiao became the President, Principal Executive Officer and a member of our Board of Directors of the Company in June 2015. Due to Mr. Hsiao’s extensive experience in business development, operations management, and executive leadership, the Company believes he complements its management.
Mr. Hsiao works full time attending to the affairs of the Company.
Ching-Chia Chuang, Principal Financial Officer, Secretary, Treasurer and Director
Ching-Chia Chuang obtained a Bachelor of Arts degree in engineering and management from Yuan Ze University in 1993. From November 2011 to the present, Mr. Chuang has served as a consultant for the Manufacturer. There is a conflict of interest regarding Mr. Chuang’s role as consultant over the affairs of the Manufacturer and his position as Principal Financial Officer, Secretary and Treasurer for the Company. As a consultant to the Manufacturer, Mr. Chuang assists in the cultivation of business relationships in Asia. Additionally, Mr. Chuang assists in providing management and operation recommendations to the Company. Mr. Ching-Chia Chuang was elected to the Board by the Company’s shareholders on June 24, 2019.
Mr. Chuang became the Principal Financial Officer, Secretary and Treasurer of the Company in June 2, 2017. Because Mr. Chuang has extensive background in business negotiations and knowledge in budget management, and played an integral role in the growth and expansion of enterprises, the Company believes he complements its management.
Mr. Chuang devotes approximately 20 hours per month to the affairs of the Company.
Yu-Chih Hsiao, a member of our Board of Directors
From January 2001 to December 2008, Yu-Chih Hsiao was the owner and engineer for Shengtai Engineering Ltd., a company located in Taiwan. Shengtai Engineering Ltd. was engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2009 to the present, Mr. Hsiao has been the factory manager of the Manufacturer. Mr. Hsiao’s duties as the factory manager include overseeing the operations of the factory, quality control of products and the calculation of lead time for inventory. Mr. Yu-Chih Hsiao graduated from Bi Hua High School in New Taipei City, Taiwan.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the fertilizer industry and operation management, the Company believes he complements its management.
Min-Tsung Hsiao, a member of our Board of Directors
From January 2005 to the present, Min-Tsung Hsiao has been the owner and engineer of Haoyi Engineering Ltd. located in Taiwan. Haoyi Engineering Ltd. is engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2010, Mr. Hsiao was the president and director of Miaotien Biotechnology Ltd., a Taiwanese corporation, which is a distributor in Taiwan of the Nano fertilizer products of the Manufacturer. As of the date of this annual report, Miaotien Biotechnology Ltd. had ceased all of its operations.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the Nano fertilizer industry and marketing and selling such Nano fertilizer products, the Company believes Mr. Hsiao complements its management.
Chih-Yuan Hsiao, our president and a member of our board of directors, Yu-Chih Hsiao, a member of our board of directors and Min-Tsung Hsiao, a member of our board of directors are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao. Except disclosed above, there is no family relationship among the officers and directors of the Company.
To our knowledge, during the last ten years, none of our directors and executive officers has been subject to any of the following:
·
A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
·
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
·
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii)
Engaging in any type of business practice; or
(iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
·
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or commodity laws, or to be associated with persons engaged in any such activity;
·
Found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
·
Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
·
The subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
(i)
Any federal or state securities or commodities law or regulation; or
(ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
(iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
·
The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
No Compensation to Directors.
No director has received any compensation, in cash or of other kind, for serving as a director, and we currently do not plan to pay any cash or other compensation to any person for serving as a director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.
Code of Ethics
We have not adopted a Code of Ethics that applies to our principal financial officer, principal accounting officer or controller, or persons performing similar functions as of the date of this report due to the Company’s size and lack of employees. We intend to adopt a Code of Ethics in the future. When we do so, we will disclose it in a current report on Form 8-K.
Committees of the Board of Directors
The Board of Directors plans to establish an audit committee and a compensation committee at such time as it has sufficient members and resources. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.
Potential Conflicts of Interest
As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest, in that our directors and officers have the authority and discretion to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors as of the date of this annual report.
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
Chih-Yuan Hsiao, our president and a member of our board of directors, Yu-Chih Hsiao, a member of our board of directors and Min-Tsung Hsiao, a member of our board of directors are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao. Except disclosed above, there is no any other family relationship among the officers and directors of the Company.
There is a potential conflict of interest regarding Mr. Chih-Yuan Hsiao regarding his role as president and member of our board of directors of the Manufacturer and his position as President, Principal Executive Officer and member of the Board of Directors for the Company. In addition, there is a potential conflict of interest regarding Mr. Ching-Chia Chuang’s role as consultant over the affairs of the Manufacturer and his position as Principal Financial Officer, Secretary and Treasurer for the Company.
Directors Independence
Our Board of Directors is, currently, comprised of four members, none of whom qualifies as an independent director as defined by the OTC Markets Group for the OTCQB and OTCQX.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed from the office in accordance with the applicable provisions of Nevada law. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.
Beneficial Ownership Reporting Compliance
We are not subject to Section 16(a) of the Securities Exchange Act of 1934, as amended.
Audit Committee Financial Expert
We do not have an Audit Committee Financial Expert due to our size, limited revenues and the fact that none of our securities currently trade on any exchange or other trading medium. The majority of our current directors are not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.
Audit Committee
We have not yet appointed an audit committee. Our current Board performs the function of our Audit Committee. At the present time, we believe that our Board is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.
Limitation on Liability and Indemnification of Directors and Officers
Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.
Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.
Item 11.
Item 11. Executive Compensation.
SUMMARY COMPENSATION TABLE
Currently, our officers and directors receive no compensation for their services. They are reimbursed for any out-of-pocket expenses that they incur on our behalf. In the future, we may approve payments of salaries to officers and directors, but currently, no such compensation has been approved. As of December 31, 2020, we did not have any benefits, such as health or life insurance, available to our officers and directors.
Summary Compensation
___________
(1)
There is no employment contract with Chih-Yuan Hsiao at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.
(2)
There is no employment contract with Ching-Chia Chuang at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.
Narrative Disclosure to Summary Compensation Table
Other than set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Stock Option Plan
We did not adopt any Equity Incentive Plan as of December 31, 2020.
Grants of Plan-Based Awards
Not applicable.
Outstanding Equity Awards at Fiscal Year End
The following table summarizes outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2020:
OUSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Exercises and Stock Vested
No options were awarded by the Company as of December 31, 2020.
Compensation of Directors
Our directors did not receive compensation for services as a director during the fiscal year of 2020. Our directors are entitled to any reimbursement for travel or other expenses incurred in connection with attending meetings of the Board.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table lists, as of December 31, 2020, the number of shares of common stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days of the date of the respective table. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Beneficial ownership percentages are calculated based on shares of common stock issued and outstanding and is based on a total of 100,000,000 shares of common stock that were issued and outstanding as of December 31, 2020.
Unless otherwise noted, the business address of each beneficial owner listed is 341, Sec. 2, Wanshou Road, 10th Floor, Guishan District, Taoyuan City, 333, Taiwan (Republic of China). Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
____________
(1) The percentages are based on 100,000,000 shares of common stock issued and outstanding as of December 31, 2020.
(2) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
As set forth above, on February 9, 2017, Mr. Hsiao signed a written funding commitment (the “Funding Commitment”) to lend the Company as much as $400,000 to pay the operating expenses of the Company for a period of 12 months. The Funding Commitment automatically renews on each anniversary of the Funding Commitment for one additional year term unless either the Company or Mr. Hsiao elects to terminate the Funding Commitment. Any amount advanced by Mr. Hsiao pursuant to that Funding Commitment shall not accrue interest and is payable on demand. As of the date of this report, there is no particular notice required to be given by Mr. Hsiao regarding that demand. We can provide no guarantee or assurance that in the event of that demand, we can pay the amount demanded, or any other amount, on the date for which such payment is due. Because Mr. Hsiao is our president and a member of our board of directors, we believe the Funding Commitment is a related party transaction. However, our board believes that the terms of the Funding Commitment are not unreasonable. As of December 31, 2020, we owed Mr. Hsiao approximately $243,428 pursuant to that Funding Commitment. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Other than as specified above, to the best of our knowledge that there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors, or any related persons or promoters.
PART IV
Item 14.
Item 14. Principal Accounting Fees and Services.
Summary of Principal Accounting Fees for Professional Services Rendered
The following table presents the aggregate fees for professional audit services and other services rendered by KCCW Accountancy Corp.
Audit Fees consist of fees billed for the annual audit of our financial statements and other audit services including the provision of consents and the review of documents filed with the SEC.
We do not have an independent audit committee and our board of directors, therefore, serves as the audit committee for all purposes relating to communication with our auditors and responsibility for our audit. All engagements for audit services, audit- related services and tax services are approved in advance by our Board of Directors. Our Board of Directors has considered whether the provision of the services described above for the fiscal year ended December 31, 2020, is compatible with maintaining the auditor’s independence.
All audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the Board of Directors. Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related to the accounting records or financial statements of the audit client; financial information systems design and implementation; appraisal or valuation services, fairness opinion, or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment adviser, or investment banking services; legal services and expert services unrelated to the audit; and any other service that the Public Company Oversight Board determines, by regulation, is impermissible.
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
____________
(1) Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on March 11, 2016.
(2) Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on March 11, 2016.
(3) Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 filed on March 11, 2016.
(4) Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed on March 11, 2016.
(5) Incorporated by reference to Exhibit 10.5 to the Company’s annual report on Form 10-K filed on April 3, 2018.
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 accompany this annual report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Lazuriton Nano Biotechnology (U.S.A) Inc.
Dated: September 22, 2021
By:
/s/ Chih-Yuan Hsiao
Chih-Yuan Hsiao
Principal Executive officer and Director
Dated: September 22, 2021
By:
/s/ Ching-Chia Chuang
Ching-Chia Chuang
Principal Financial Officer and Director
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
Name
Date
/s/ Chih-Yuan Hsiao
September 22, 2021
Chih-Yuan Hsiao, Principal Executive Officer and Director
/s/ Ching-Chia Chuang
September 22, 2021
Ching-Chia Chuang, Principal Financial Officer
/s/ Yu-Chih Hsiao
September 22, 2021
Yu-Chih Hsiao, Director
/s/ Min-Tsung Hsiao
September 22, 2021
Min-Tsung Hsiao, Director