SEC Info - Lazuriton Nano Biotechnology (U.S.A.) Inc.

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Item 1
"	Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Item 5
"	Item 6
"	Exhibits
"	Signatures

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☐ i No ☒

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

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

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

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

The number of shares of registrant’s common stock outstanding, as of June 30, 2021 was i 100,000,000.

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

The provision for federal income tax consists of the following for the six months ended June 30, 2021 and 2020, 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 June 30, 2021 and December 31, 2020, respectively:

The differences 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 six months ended June 30, 2021 and 2020, 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

This Quarterly Report on Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

We have indicated on our financial statements for the six months ended June 30, 2021 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 business operations. As a result, our common stock investors would lose all of their investment.

Net revenue: We did not generate any revenue for the three months ended June 30, 2021 and 2020. We have had limited business operations since incorporation.

General and administrative expenses: General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses were $9,950 for the three months ended June 30, 2021, as compared to $10,024 for the three months ended June 30, 2020, which represented a decrease of $74, or 1%. The decrease in general and administrative expenses was insignificant.

Net loss: Our net loss was $9,950 for the three months ended June 30, 2021, as compared to $10,023 for the three months ended June 30, 2020, which represented a decrease of $73, or 1%. The decrease in net loss was a result of the decrease in general and administrative expenses.

Net revenue: We did not generate any revenue for the six months ended June 30, 2021 and 2020. We have had limited business operations since incorporation.

General and administrative expenses: General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses were $20,900 for the six months ended June 30, 2021, as compared to $21,474 for the six months ended June 30, 2020, which represented a decrease of $574, or 3%. Such decrease in general and administrative expenses was due to the decrease in professional expenses.

Net loss: Our net loss was $20,900 for the six months ended June 30, 2021, as compared to $21,473 for the six months ended June 30, 2020, which represented a decrease of $573, or 3%. Such decrease in net loss was a result of the decrease in general and administrative expenses.

We had negative working capital of $340,677 at June 30, 2021, compared to negative working capital of $319,777 at December 31, 2020. The increase in negative working capital was primarily due to the increase in accrued expenses.

Net cash from operating activities was $0 for six months ended June 30, 2021 and $1 proceed from operating activities for the six months ended June 30, 2020. The net losses from both periods were offset with changes in assets and liabilities.

We had no net cash flow from investing or financing activities during the six months ended June 30, 2021 and 2020.

We had no net change in cash and cash equivalent for the six months ended June 30, 2021 and 2020.

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.

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.

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.

As a smaller reporting company, we are not required to provide this information.

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2021.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partially on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

From time to time, we may become involved in various lawsuits and legal proceedings, which 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 business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

As a smaller reporting company, we are not required to provide this information.

The following exhibits are filed as part of this quarterly report, pursuant to Item 601 of Regulation S-K. All exhibits are attached hereto unless otherwise noted.

** The certifications attached as Exhibits 32.1 and 32.2 accompany this quarterly report on Form 10-Q 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.

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

i ☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED i June 30, 2021

i ☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

	FOR THE TRANSITION PERIOD FROM _____________ TO _____________

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

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

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES		16

	June 30, 2021			December 31, 2020
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	i 1,348		$	i 1,348
Total current assets		i 1,348			i 1,348

Total Assets	$	i 1,348		$	i 1,348

Liabilities and Stockholders’ Deficit

Current Liabilities
Accrued expenses	$	i 98,597		$	i 77,697
Due to related parties		i 243,428			i 243,428
Total current liabilities		i 342,025			i 321,125

Total Liabilities		i 342,025			i 321,125

Stockholders' Deficit
Common stock, $ i 0.0001 par value; i 750,000,000 shares authorized, i 100,000,000 shares issued and outstanding		i 10,000			i 10,000
Additional paid-in capital		i 250,000			i 250,000
Accumulated deficit		( i 600,677	)		( i 579,777	)
Total stockholders' deficit		( i 340,677	)		( i 319,777	)

Total Liabilities and Stockholders' Deficit	$	i 1,348		$	i 1,348

Lazuriton Nano Biotechnology (U.S.A.) Inc. – ‘10-Q’ for 6/30/21

On: Monday, 9/27/21, at 5:09pm ET · For: 6/30/21 · Accession #: 1640334-21-2392 · File #: 333-210091

Previous ‘10-Q’: ‘10-Q’ on 9/27/21 for 3/31/21 · Next: ‘10-Q’ on 3/27/23 for 9/30/21 · Latest: ‘10-Q’ on 7/5/23 for 3/31/22

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

		Page

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13

	For the Six Months Ended June 30,
	2021			2020
Cash Flows from Operating Activities
Net loss	$	( i 20,900	)	$	( i 21,473	)
Changes in assets and liabilities:
Increase in accrued expenses		i 20,900			i 14,474
Increase in due to related parties		i -			i 7,000
Net cash provided by operating activities		i -			i 1

Net increase in cash and cash equivalents		i -			i -

Cash and Cash Equivalents
Beginning		i 1,348			i 1,347
Ending	$	i 1,348		$	i 1,348

Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest expenses	$	i -		$	i -
Income taxes	$	i -		$	i -

	June 30, 2021		December 31, 2020
Accrued professional fees	$	i 93,829	$	i 73,829
Accrued edgar agent service fees		i 868		i 868
Accrued transfer agent fees		i 3,900		i 3,000
Total	$	i 98,597	$	i 77,697

	For the Six Months Ended June 30,
	2021			2020
Federal income tax benefit attributable to:
Current Operations	$	i 4,389		$	i 4,509
Less: valuation allowance		( i 4,389	)		( i 4,509	)
Net provision for Federal income taxes	$	i -		$	i -

	June 30, 2021			December 31, 2020
Deferred tax asset attributable to:
Net operating loss carryover	$	i 126,142		$	i 121,753
Less: valuation allowance		( i 126,142	)		( i 121,753	)
Net deferred tax asset	$	i -		$	i -

Exhibit Number		Description

31.1 *		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 **		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxey Act of 2002

32.2 **		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, Pursuant to Section 906 of the Sarbanes-Oxey Act of 2002

101.INS		XBRL Instance 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

	Lazuriton Nano Biotechnology (U.S.A.) Inc.

Date: September 27, 2021	By:	/s/ *Chih-Yuan Hsiao*
		Chih-Yuan Hsiao
		Principal Executive Officer

This ‘10-Q’ Filing	Date	Other Filings

	12/15/22
Filed on:	9/27/21	10-Q
For Period end:	6/30/21
	3/31/21	10-Q
	12/31/20	10-K
	6/30/20	10-Q
	3/31/20	10-Q
	3/9/20
	12/31/19	10-K, NT 10-K
	12/15/18
	6/2/15
		List all Filings