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 June 30, 2017
	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)

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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x 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.

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

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. ☐

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 August 18, 2017, is 100,000,000.

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		13
Item 4.	Controls and Procedures		13
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		14
SIGNATURES			15

2

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

Financial Statements for the Six Months Ended

June 30, 2017and 2016

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

3

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC
BALANCE SHEETS
	June 30, 2017			December 31, 2016
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	1,192		$	100,928
Total current assets		1,192			100,928
Total Assets	$	1,192		$	100,928
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued expenses	$	12,390		$	5,680
Due to related parties		55,685			223,631
Total current liabilities		68,075			229,311
Total Liabilities		68,075			229,311
Stockholders' Deficit
Common stock, $0.0001 par value; 750,000,000 shares authorized,100,000,000 and 60,000,000 shares issued and outstanding, respectively		10,000			6,000
Additional paid-in capital		250,000			54,000
Accumulated deficits		(326,883	)		(188,383	)
Total stockholders' deficit		(66,883	)		(128,383	)
Total Liabilities and Stockholders' Deficit	$	1,192		$	100,928

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

4

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016
(UNAUDITED)
	Three Months Ended June 30, 2017			Three Months Ended June 30, 2016			Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
Net revenue	$	-		$	-		$	-		$	-
General and administrative expenses		18,900			45,851			138,506			45,851
Loss from operations		(18,900	)		(45,851	)		(138,506	)		(45,851	)
Other income
Interest income		6			-			6			-
Total other income		6			-			6			-
Loss before income taxes		(18,894	)		(45,851	)		(138,500	)		(45,851	)
Provision for income taxes		-			-			-			-
Net loss	$	(18,894	)	$	(45,851	)	$	(138,500	)	$	(45,851	)
Net loss per share
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Shares Outstanding:
Basic and diluted		100,000,000			60,000,000			86,961,326			60,000,000

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

 

5

LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016
(UNAUDITED)
	Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
Cash Flows from Operating Activities
Net loss	$	(138,500	)	$	(45,851	)
Changes in assets and liabilities:
Increase in accrued expenses		6,710			45,851
Decrease in due to related parties		(167,946	)		-
Net cash used in operating activities		(299,736	)		-
Cash Flows from Financing Activities
Issuance of common stock		200,000			-
Net cash provided by financing activities		200,000			-
Net Decrease in cash and cash equivalents		(99,736	)		-
Cash and Cash Equivalents
Beginning		100,928			10,191
Ending	$	1,192		$	10,191
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

June 30, 2017

(UNAUDITED)

NOTE 1. NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and 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 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 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. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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 has incurred net loss of $138,500 and $45,851 for the six months ended June 30, 2017 and 2016, respectively and had accumulated deficits of $326,883 and $188,383 as of June 30, 2017 and December 31, 2016, 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. 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.

7

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

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 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 June 30, 2017 and December 31, 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 June 30, 2017 and December 31, 2016, respectively.

 

8

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

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 in effect in the years the differences. 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.

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 are available to be issued. All subsequent events requiring recognition as of June 30, 2017 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 June 30, 2017 and December 31, 2016, there were $55,685 and $223,631 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 June 30, 2017, the Company had net operating loss carryforwards of approximately $326,883 that may be available to reduce future years’ taxable income through 2037. 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 six months ended June 30, 2017 and 2016, respectively:

	For the six months ended June 30, 2017			For the six months ended June 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	47,090		$	15,589
Less: valuation allowance		(47,090	)		(15,589	)
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 June 30, 2017 and December 31, 2016, respectively:

	June 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	111,140		$	64,050
Less: valuation allowance		(111,140	)		(64,050	)
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 six months ended June 30, 2017			For the six months ended June 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

For the six months ended June 30, 2017 and 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 sold and issued to the President and a member of board of directors 10,000 shares of common stock, $0.0001 par value for $10 in cash.

On November 10, 2015, the Company sold and issued 59,990,000 shares of common stock, $0.0001 par value to forty-five shareholders for a total amount of $59,990 in cash.

On March 1, 2017, the Company sold and issued 40,000,000 shares of common stock, $0.0001 par value to twenty-six shareholders for a total amount of $200,000 in cash.

******

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 June 30, 2017 compared to the three months ended June 30, 2016

Net revenues were $0 for the three months ended June 30, 2017, and for the three months ended June 30, 2016 . Interest income was $6 and $0 for the three months ended June 30, 2017, and for the three months ended June 30, 2016, respectively .

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses were $18,900 for the three months ended June 30, 2017 , as compared to $45,851 for the three months ended June 30, 2016. The decrease in those expenses was primarily attributable to a decrease in professional consulting fees.

Our net loss was $18,894 for the three months ended June 30, 2017, as compared to $45,851 for the three months ended June 30, 2016. The decrease in net loss was a result of the decrease in general and administrative expenses.

11

Six months ended June 30, 2017 compared to the six months ended June 30, 2016

Net revenues were $0 for the six months ended June 30, 2017 and for the six months ended June 30, 2016 . Interest income was $6 and $0 for the six months ended June 30, 2017, and for the six months ended June 30, 2016, respectively.

General and administrative expenses primarily consist of legal and professional service fees. General and administrative expenses were $138,506 for the six months ended June 30, 2017, as compared to $45,851 for the three months ended June 30, 2016. The increase in those expenses was primarily attributable to an increase in accounting, legal and professional fees.

Our net loss was $138,500 for the six months ended June 30, 2017, as compared to $45,851 for the six months ended June 30, 2016. The increase in net loss was a result of the increase in general and administrative expenses.

Liquidity and Capital Resources

Cash and cash equivalents were $1,192 and $100,928 at June 30, 2017 and December 31, 2016, respectively. Our total current assets were $1,192 at June 30, 2017, as compared to $100,928 at December 31, 2016. Our total current liabilities were $68,075 at June 30, 2017, as compared to $229,311 at December 31, 2016.

We had negative working capital at June 30, 2017, of $66,883, compared to negative working capital of $128,383 at December 31, 2016. The decrease in negative working capital was primarily due to a decrease in amounts due to related parties.

Net cash used in operating activities was $299,736 during the six months ended June 30, 2017, compared to $0 for the six months ended June 30, 2016. The increase in net cash used in operating activities was primarily due to the increases in accrued expenses and net loss, partially offset by the decrease in due to related parties.

Net cash provided by financing activities was $200,000 for the six months ended June 30, 2017, as compared to $0 for the six months ended June 30, 2016. The increase was primarily due to the issuance of our common stock.

Net change in cash and cash equivalents was a decrease of $99,736 for the six months ended June 30, 2017. Net change in cash and cash equivalents was $0 for the six months ended June 30, 2016. The decrease in cash and cash equivalents was mainly due to the net loss incurred during the six months ended June 30, 2017 and repayment of $167,946 to our president, Chih-Yuan Hsiao, for funds advanced to us for working capital purposes, partially offset by the cash proceeds from issuance of our common stocks.

12

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 not 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.

13

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.

None.

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
31.1*	Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certifications of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

____________ 

* 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: August 21, 2017	By:	/s/ Chih-Yuan Hsiao
		Chih-Yuan Hsiao
		Principal Executive Officer and Director

15

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chih-Yuan Hsiao, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 of Lazuriton Nano Biotechnology (U.S.A.) Inc.;
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 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 the registrant's board of directors:
	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.

Date: August 21, 2017	By:	/s/ Chih-Yuan Hsiao
		Chih-Yuan Hsiao Principal Executive Officer and Director

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ching-Chia Chuang, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 of Lazuriton Nano Biotechnology (U.S.A.) Inc.;
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 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 the registrant's board of directors:
	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.

Date: August 21, 2017	By:	/s/ Ching-Chia Chuang
		Ching-Chia Chuang Principal Financial Officer

EX-32.2

laz_322.htm

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 18, 2017
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		100,000,000
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2

XML

BALANCE SHEETS - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 1,192	$ 100,928
Total current assets	1,192	100,928
Total Assets	1,192	100,928
Current Liabilities
Accrued expenses	12,390	5,680
Due to related parties	55,685	223,631
Total current liabilities	68,075	229,311
Total Liabilities	68,075	229,311
Stockholders' Deficit
Common stock, $0.0001 par value; 750,000,000 shares authorized,100,000,000 and 60,000,000 shares issued and outstanding, respectively	10,000	6,000
Additional paid-in capital	250,000	54,000
Accumulated deficits	(326,883)	(188,383)
Total stockholders' deficit	(66,883)	(128,383)
Total Liabilities and Stockholders' Deficit	$ 1,192	$ 100,928

XML

BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
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	100,000,000	60,000,000
Common stock, shares outstanding	100,000,000	60,000,000

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STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Net revenue
General and administrative expenses	18,900	45,851	138,506	45,851
Loss from operations	(18,900)	(45,851)	(138,506)	(45,851)
Other income
Interest income	6		6
Total other income	6		6
Loss before income taxes	(18,894)	(45,851)	(138,500)	(45,851)
Provision for income taxes
Net loss	$ (18,894)	$ (45,851)	$ (138,500)	$ (45,851)
Net loss per share
Basic and diluted (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted Average Shares Outstanding:
Basic and diluted (in shares)	100,000,000	60,000,000	86,961,326	60,000,000

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STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (138,500)	$ (45,851)
Changes in assets and liabilities:
Increase in accrued expenses	6,710	45,851
Decrease in due to related parties	(167,946)
Net cash used in operating activities	(299,736)
Cash Flows from Financing Activities
Issuance of common stock	200,000
Net cash provided by financing activities	200,000
Net Decrease in cash and cash equivalents	(99,736)
Cash and Cash Equivalents
Beginning	100,928	10,191
Ending	1,192	10,191
Cash paid during the year for:
Interest
Income taxes

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2017

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 financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and 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 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 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. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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 has incurred net loss of $138,500 and $45,851 for the six months ended June 30, 2017 and 2016, respectively and had accumulated deficits of $326,883 and $188,383 as of June 30, 2017 and December 31, 2016, 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. 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.

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 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 June 30, 2017 and December 31, 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 June 30, 2017 and December 31, 2016, 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 in effect in the years the differences. 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.

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 are available to be issued. All subsequent events requiring recognition as of June 30, 2017 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

6 Months Ended

Jun. 30, 2017

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 June 30, 2017 and December 31, 2016, there were $55,685 and $223,631 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

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 3. INCOME TAXES

As of June 30, 2017, the Company had net operating loss carryforwards of approximately $326,883 that may be available to reduce future years’ taxable income through 2037. 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 six months ended June 30, 2017 and 2016, respectively:

	For the six months ended June 30, 2017			For the six months ended June 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	47,090		$	15,589
Less: valuation allowance		(47,090	)		(15,589	)
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 June 30, 2017 and December 31, 2016, respectively:

	June 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	111,140		$	64,050
Less: valuation allowance		(111,140	)		(64,050	)
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 six months ended June 30, 2017			For the six months ended June 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

For the six months ended June 30, 2017 and 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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STOCKHOLDER'S DEFICIT

6 Months Ended

Jun. 30, 2017

Stockholders' Equity Note [Abstract]

STOCKHOLDER'S DEFICIT

4. STOCKHOLDERS’ DEFICIT

On June 4, 2015, the Company sold and issued to the President and a member of board of directors 10,000 shares of common stock, $0.0001 par value for $10 in cash.

On November 10, 2015, the Company sold and issued 59,990,000 shares of common stock, $0.0001 par value to forty-five shareholders for a total amount of $59,990 in cash.

On March 1, 2017, the Company sold and issued 40,000,000 shares of common stock, $0.0001 par value to twenty-six shareholders for a total amount of $200,000 in cash.

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and 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 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 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. These unaudited financial statements, footnote disclosures, and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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 has incurred net loss of $138,500 and $45,851 for the six months ended June 30, 2017 and 2016, respectively and had accumulated deficits of $326,883 and $188,383 as of June 30, 2017 and December 31, 2016, 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. 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.

Classification

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

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 June 30, 2017 and December 31, 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 June 30, 2017 and December 31, 2016, 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 in effect in the years the differences. 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.

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 are available to be issued. All subsequent events requiring recognition as of June 30, 2017 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)

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Schedule of provision for Federal income tax

	For the six months ended June 30, 2017			For the six months ended June 30, 2016
Federal income tax benefit attributable to:
Current Operations	$	47,090		$	15,589
Less: valuation allowance		(47,090	)		(15,589	)
Net provision for Federal income taxes	$	-		$	-

Schedule of tax effects of temporary differences and carryforwards

	June 30, 2017			December 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$	111,140		$	64,050
Less: valuation allowance		(111,140	)		(64,050	)
Net deferred tax asset	$	-		$	-

Schedule of provision for income taxes on loss before taxes

	For the six months ended June 30, 2017			For the six months ended June 30, 2016
Statutory tax benefit		(34	)%		(34	)%
Permanent items		-			-
Change in deferred tax asset valuation allowance		34	%		34	%
Provision for income taxes		-	%		-	%

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NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Detail Textuals) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (18,894)	$ (45,851)	$ (138,500)	$ (45,851)
Accumulated deficits	(326,883)		(326,883)		$ (188,383)
Deferred income tax assets	$ 0		$ 0		$ 0

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DUE TO RELATED PARTIES (Detail Textuals) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Due to related parties	$ 55,685	$ 223,631
Percentage of interest rates on advances outstanding	0.00%

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INCOME TAXES - Summary of provision for Federal income tax (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Federal income tax benefit attributable to:
Current Operations			$ 47,090	$ 15,589
Less: valuation allowance			(47,090)	(15,589)
Net provision for federal income taxes

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INCOME TAXES - Summary of tax effects of temporary differences and carryforwards (Details 1) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$ 111,140	$ 64,050
Less: valuation allowance	(111,140)	(64,050)
Net deferred tax asset

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INCOME TAXES - Summary of difference between effective rate reflected in provision for income taxes (Details 2)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Statutory tax benefit	(34.00%)	(34.00%)
Permanent items
Change in deferred tax asset valuation allowance	34.00%	34.00%
Provision for income taxes

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INCOME TAXES (Detail Textuals)	Jun. 30, 2017 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 326,883

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STOCKHOLDER'S DEFICIT (Detail Textuals)	Jun. 30, 2017 USD ($) $ / shares shares	Mar. 01, 2017 USD ($) Shareholders $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Nov. 10, 2015 USD ($) Shareholders $ / shares shares	Jun. 04, 2015 USD ($) $ / shares shares
Stockholders' Equity Note [Abstract]
Common stock, shares issued | shares	100,000,000	40,000,000	60,000,000	59,990,000	10,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Number of shareholder | Shareholders		26		45
Common stock, value | $	$ 10,000	$ 200,000	$ 6,000	$ 59,990	$ 10