10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2016
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 333-210091

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

(Exact name of registrant as specified in its charter)

Nevada	37-1786808
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10F., No. 341, Sec. 2, Wanshou Rd.

Guishan District,

Taoyuan City, 333, Taiwan (Republic of China)

(Address of principal executive offices, Zip Code)

886-3-329-5585

(Registrant’s telephone number, including area code)

____________________________________________________________

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

Copies to:

Thomas E. Stepp, Jr.
Stepp Law Corporation
15707 Rockfield Boulevard, Suite 101
Irvine, California 92618
Phone: (949) 660-9700 ext. 124
Fax: (949) 660-9010

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

The number of shares of registrant’s common stock outstanding, as of November 10, 2016, is 60,000,000.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 1A.	Risk Factors		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	Mine Safety Disclosures		13
Item 5.	Other Information		13
Item 6.	Exhibits		14
SIGNATURES			15

 

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CONTENTS

	Page
Balance Sheets		4
Statements of Operations		5
Statements of Cash Flows		6
Notes to Financial Statements		7 - 10

 

3

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC
BALANCE SHEET
	September 30, 2016			December 31, 2015
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	10,196		$	10,191
Total current assets		10,196			10,191
Total Assets	$	10,196		$	10,191
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued expenses		50,495			-
Due to related parties		80,346			80,207
Total current liabilities		130,841			80,207
Stockholders' Deficit
Common stock, $0.0001 par value; 750,000,000 shares authorized, 60,000,000 shares issued and outstanding		6,000			6,000
Additional paid-in capital		54,000			54,000
Accumulated deficits		(180,645	)		(130,016	)
Total stockholders' deficit		(120,645	)		(70,016	)
Total Liabilities and Stockholders' Deficit	$	10,196		$	10,191

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

 

4

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND FOR THE PERIOD FROM JUNE 2, 2015 (INCEPTION) TO SEPTEMBER 30, 2015
(UNAUDITED)
	Three Months Ended			Three Months Ended			Nine Months Ended			From June 2, 2015 (Inception)
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
Net revenue	$	-		$	-		$	-		$	-
General and administrative expenses		4,783			130,010			50,634			130,010
Loss from operations		(4,783	)		(130,010	)		(50,634	)		(130,010	)
Other income
Interest income		5			-			5			-
Total other income		5			-			5			-
Loss before income taxes		(4,778	)		(130,010	)		(50,629	)		(130,010	)
Provision for income taxes		-			-			-			-
Net loss	$	(4,778	)	$	(130,010	)	$	(50,629	)	$	(130,010	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(13.00	)	$	(0.00	)	$	(13.00	)
Weighted Average Shares Outstanding:
Basic and diluted		60,000,000			10,000			60,000,000			10,000

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

 

5

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND FOR THE PERIOD FROM JUNE 2, 2015 (INCEPTION) TO SEPTEMBER 30, 2015
(UNAUDITED)
	Nine Months Ended September 30, 2016			From June 2, 2015 (Inception) to September 30, 2015
Cash Flows from Operating Activities
Net loss	$	(50,629	)	$	(130,010	)
Changes in assets and liabilities:
Increase in accrued expenses		50,495			-
Net cash provided by (used in) operating activities		(134	)		(130,010	)
Cash Flows from Financing Activities
Issuance of common stock		-			10
Increase in due to related parties		139			130,207
Net cash provided by financing activities		139			130,217
Net increase in cash and cash equivalents		5			207
Cash and Cash Equivalents
Beginning		10,191			-
Ending	$	10,196		$	207
Supplemental Disclosure of Cash Flows
Cash paid during the year for:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

 

6

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2016

(UNAUDITED)

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year.

Basis of Presentation and 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.

Going Concern

These 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 financial statements, the Company had accumulated deficits of $180,645 and $130,016 as of September 30, 2016 and December 31, 2015, 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, its 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

 

7

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

objectives cannot be determined at this time. These 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.

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.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income 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 September 30, 2016, 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 September 30, 2016 and December 31, 2015.

 

8

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At September 30, 2016, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

NOTE 2. DUE TO RELATED PARTIES

The Company has advanced funds from its officer and shareholder for working capital purposes. As of September 30, 2016 and December 31, 2015, there were $80,346 and $80,207 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 3. INCOME TAXES

As of September 30, 2016, the Company had net operating loss carry forwards of approximately $180,645 that may be available to reduce future years’ taxable income through 2036. 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.

The provision for Federal income tax consists of the following for the nine months ended September 30, 2016

	For the nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	17,214
Less: valuation allowance		(17,214	)
Net provision for Federal income taxes	$	-

 

9

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 September 30, 2016 and December 31, 2015:

	September 30, 2016			December 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$	61,419		$	44,205
Less: valuation allowance		(61,419	)		(44,205	)
Net deferred tax asset	$	-		$	-

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 nine months ended September 30, 2016
Statutory tax benefit		(34	)%
Permanent items		-
Change in deferred tax asset valuation allowance		34	%
Provision for income taxes		-	%

For the nine months ended September 30, 2016, 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.

4. STOCKHOLDERS’ DEFICIT

On June 4, 2015, the Company has issued 10,000 shares of its $0.0001 par value common stock at a purchase price of $0.001 per share in a total amount of $10 from one shareholder.

On November 10, 2015, the Company has issued 59,990,000 shares of its $0.0001 par value common stock shares at a purchase price of $0.001 per share in a total amount of $59,990 from forty-five shareholders.

******

 

10

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

Cautionary Note Regarding Forward-Looking Statements

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.

Three months ended September 30, 2016 compared to the three months ended September 30, 2015

Net revenue for the three months ended September 30, 2016 and for the three months ended September 30, 2015 was $0.

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses for the three months ended September 30, 2016 was $4,783, as compared to $130,010 for the three months ended September 30, 2015. The decrease in those expenses was primarily attributable to a decrease in accounting, legal and professional fees.

Our net loss was $(4,778) for the three months ended September 30, 2016, as compared to $(130,010) for the three months ended September 30, 2015. The decrease was a result of the decrease in general and administrative expenses.

Nine months ended September 30, 2016

Net revenue for the nine months ended September 30, 2016, was $0. From June 2, 2015 (date of inception) through September 30, 2015, our net revenue was $0.

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses for the nine months ended September 30, 2016, were $50,634. From June 2, 2015 (date of inception) through September 30, 2015, our general and administrative expenses were $130,010.

Our net loss was $(50,629) for the nine months ended September 30, 2016. From June 2, 2015 (date of inception) through September 30, 2015, our net loss was $(130,010).

Liquidity and Capital Resources

Cash and cash equivalents were $10,196 at September 30, 2016, and $10,191 at December 31, 2015. Our total current assets were $10,196 at September 30, 2016, as compared to $10,191 at December 31, 2015. Our total current liabilities were $130,841 at September 30, 2016, as compared to $80,207 at December 31, 2015.

 

11

We had negative working capital at September 30, 2016, of $(120,645), compared to negative working capital of $(70,016) at December 31, 2015. The increase in negative working capital was primarily due to an increase in accrued expenses.

Net cash used in operating activities during the nine months ended September 30, 2016, was $134. Net cash used in operating activities from June 2, 2015 (date of inception) through September 30, 2015, was $130,010. The decrease in the cash used in operating activities was primarily due to decreased net loss.

Net cash provided by financing activities for the nine months ended September 30, 2016 was $139. Net cash provided by financing activities from June 2, 2015 (date of inception) through September 30, 2015 was $130,217. The decrease was primarily due to less working capital loaned from officer and shareholder.

Net change in cash and cash equivalents was an increase of $5 for the nine months ended September 30, 2016. Net change in cash and cash equivalents was $207 from June 2, 2015 (date of inception) through September 30, 2015.

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.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

12

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Use of Proceeds From Registered Securities

On June 13, 2016, the SEC declared effective our Registration Statement on Form S-1 filed in connection with the offer and sale of 40,000,000 shares of our common stock at a purchase price of $.005 per share. The SEC assigned that registration statement file no. 333-210091.

The offering of the securities registered by that registration statement has not yet commenced.

 

13

Item 6. Exhibits.

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.

Exhibit Number	Description
3.1*	Articles of Incorporation
3.2*	Certificate of Correction of Articles of Incorporation
3.3*	Certificate of Correction of Annual List of Officers & Directors
3.4*	Bylaws
5.1*	Opinion Regarding Legality and Consent of Counsel by Stepp Law Corporation
10.1*	Marketing and Distribution Agreement with Lazuriton Nano Biotechnology Co., Ltd. dated December 1, 2015
10.2*	Form of Subscription Agreement
10.3*	Funding Commitment of Chih-Yuan Hsiao for $400,000 dated November 19, 2015
10.4*	Summary of Office License Agreement with Chih-Yuan Hsiao re: office facilities
23.1**	Consent of Independent Auditor
23.2*	Consent of Counsel (see Exhibit 5.1)
31***	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32***	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

____________________

* Included as an exhibit with that Registration Statement on Form S-1 filed with the SEC on March 11, 2016.

** Included as an exhibit with that Registration Statement on Form S-1, Amendment No. 2 filed with the SEC on May 27, 2016.

*** Filed herewith.

 

14

SIGNATURES

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

	Lazuriton Nano Biotechnology (U.S.A.) Inc.
Date: November 14, 2016	By:	/s/Chih-Yuan Hsiao
		Chih-Yuan Hsiao
		Principal Executive Officer and Director

15

EX-31

EXHIBIT 31

CERTIFICATION

I, Chih-Yuan Hsiao, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lazuriton Nano Biotechnology (U.S.A.) Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2016

/s/ Chih-Yuan Hsiao

Chih-Yuan Hsiao

Principal Executive Officer and Director

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Lazuriton Nano Biotechnology (U.S.A.) Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, to such officer’s knowledge that:

(i)	the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (subject to the Company's position prevailing in regard to the remaining unresolved SEC comment, as more fully described in the Report); and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

November 14, 2016

/s/ Chih-Yuan Hsiao

Chih-Yuan Hsiao,

Principal Executive Officer and Director

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 10, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	Lazuriton Nano Biotechnology (U.S.A.) Inc.
Entity Central Index Key	0001666178
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		60,000,000
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

XML

BALANCE SHEET - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 10,196	$ 10,191
Total current assets	10,196	10,191
Total Assets	10,196	10,191
Current Liabilities
Accrued expenses	50,495
Due to related parties	80,346	80,207
Total current liabilities	130,841	80,207
Stockholders' Deficit
Common stock, $0.0001 par value; 750,000,000 shares authorized, 60,000,000 shares issued and outstanding	6,000	6,000
Additional paid-in capital	54,000	54,000
Accumulated deficits	(180,645)	(130,016)
Total stockholders' deficit	(120,645)	(70,016)
Total Liabilities and Stockholders' Deficit	$ 10,196	$ 10,191

XML

BALANCE SHEET (Parentheticals) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	60,000,000	60,000,000
Common stock, shares outstanding	60,000,000	60,000,000

XML

STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2016
Income Statement [Abstract]
Net revenue
General and administrative expenses	4,783	130,010	130,010	50,634
Loss from operations	(4,783)	(130,010)	(130,010)	(50,634)
Other income
Interest income	5			5
Total other income	5			5
Loss before income taxes	(4,778)	(130,010)	(130,010)	(50,629)
Provision for income taxes
Net loss	$ (4,778)	$ (130,010)	$ (130,010)	$ (50,629)
Net loss per share
Basic and diluted (in dollars per share)	$ (0.00)	$ (13.00)	$ (13.00)	$ (0.00)
Weighted Average Shares Outstanding:
Basic and diluted (in shares)	60,000,000	10,000	10,000	60,000,000

XML

STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	4 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (130,010)	$ (50,629)
Changes in assets and liabilities:
Increase in accrued expenses		50,495
Net cash provided by (used in) operating activities	(130,010)	(134)
Cash Flows from Financing Activities
Issuance of common stock	10
Increase in due to related parties	130,207	139
Net cash provided by financing activities	130,217	139
Net increase in cash and cash equivalents	207	5
Cash and Cash Equivalents, Beginning		10,191
Cash and Cash Equivalents, Ending	207	10,196
Cash paid during the year for:
Interest
Income taxes

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year.

Basis of Presentation and 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.

Going Concern

These 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 financial statements, the Company had accumulated deficits of $180,645 and $130,016 as of September 30, 2016 and December 31, 2015, 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, its 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. These 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.

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.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income 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 September 30, 2016, 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 September 30, 2016 and December 31, 2015. 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At September 30, 2016, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Management has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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DUE TO RELATED PARTIES

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

DUE TO RELATED PARTIES

NOTE 2. DUE TO RELATED PARTIES

The Company has advanced funds from its officer and shareholder for working capital purposes. As of September 30, 2016 and December 31, 2015, there were $80,346 and $80,207 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.

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INCOME TAXES

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 3. INCOME TAXES

As of September 30, 2016, the Company had net operating loss carry forwards of approximately $180,645 that may be available to reduce future years’ taxable income through 2036. 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.

The provision for Federal income tax consists of the following for the nine months ended September 30, 2016

	For the nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	17,214
Less: valuation allowance		(17,214	)
Net provision for Federal income taxes	$	-

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 September 30, 2016 and December 31, 2015:

	September 30, 2016			December 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$	61,419		$	44,205
Less: valuation allowance		(61,419	)		(44,205	)
Net deferred tax asset	$	-		$	-

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 nine months ended September 30, 2016
Statutory tax benefit		(34	)%
Permanent items		-
Change in deferred tax asset valuation allowance		34	%
Provision for income taxes		-	%

For the nine months ended September 30, 2016, 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.

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STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' DEFICIT

4. STOCKHOLDERS’ DEFICIT

On June 4, 2015, the Company has issued 10,000 shares of its $0.0001 par value common stock at a purchase price of $0.001 per share in a total amount of $10 from one shareholder.

On November 10, 2015, the Company has issued 59,990,000 shares of its $0.0001 par value common stock shares at a purchase price of $0.001 per share in a total amount of $59,990 from forty-five shareholders.

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year.

Going Concern

Going Concern

These 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 financial statements, the Company had accumulated deficits of $180,645 and $130,016 as of September 30, 2016 and December 31, 2015, 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, its 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. These 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.

Use of Estimates

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.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

Net Income (loss) per Share

Net Income (loss) per Share

Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income 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 September 30, 2016, 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

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 September 30, 2016 and December 31, 2015. 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At September 30, 2016, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.

Subsequent events

Subsequent events

Management has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of provision for Federal income tax

	For the nine months ended September 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	17,214
Less: valuation allowance		(17,214	)
Net provision for Federal income taxes	$	-

Schedule of tax effects of temporary differences and carryforwards

	September 30, 2016			December 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$	61,419		$	44,205
Less: valuation allowance		(61,419	)		(44,205	)
Net deferred tax asset	$	-		$	-

Schedule of provision for income taxes on loss before taxes

	For the nine months ended September 30, 2016
Statutory tax benefit		(34	)%
Permanent items		-
Change in deferred tax asset valuation allowance		34	%
Provision for income taxes		-	%

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Detail Textuals) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficits	$ (180,645)	$ (130,016)
Deferred income tax assets	$ 0	$ 0

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DUE TO RELATED PARTIES (Detail Textuals) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Related Party Transactions [Abstract]
Due to related parties	$ 80,346	$ 80,207
Percentage of interest rates on advances outstanding	0.00%

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INCOME TAXES - Summary of provision for Federal income tax (Details)	9 Months Ended
	Sep. 30, 2016 USD ($)
Federal income tax benefit attributable to:
Current Operations	$ 17,214
Less: valuation allowance	(17,214)
Net provision for Federal income taxes

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INCOME TAXES - Summary of tax effects of temporary differences and carryforwards (Details 1) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$ 61,419	$ 44,205
Less: valuation allowance	(61,419)	(44,205)
Net deferred tax asset

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INCOME TAXES - Summary of difference between effective rate reflected in provision for income taxes (Details 2)	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Statutory tax benefit	(34.00%)
Permanent items
Change in deferred tax asset valuation allowance	34.00%
Provision for income taxes

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INCOME TAXES (Detail Textuals)	Sep. 30, 2016 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 180,645

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STOCKHOLDERS' DEFICIT (Detail Textuals)	Sep. 30, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Nov. 10, 2015 USD ($) Shareholders $ / shares shares	Jun. 04, 2015 USD ($) Shareholders $ / shares shares
Stockholders' Equity Note [Abstract]
Common stock, shares issued | shares	60,000,000	60,000,000	59,990,000	10,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Sale of stock, price per share			$ 0.001	$ 0.001
Common stock, value, issued | $	$ 6,000	$ 6,000	$ 59,990	$ 10
Number of shareholder | Shareholders			45	1