Nevada
|
2870
|
37-1786808
|
||
(State or Other Jurisdiction of Organization)
|
(Primary Standard Industrial Classification Code)
|
(IRS Employer Identification Number)
|
Title of Each Class of Securities to be Registered
|
Amount to be Registered
|
Proposed Maximum Offering Price Per Share (1)
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration Fee
|
Common Stock par value $0.0001
|
40,000,000
|
$.005
|
$200,000
|
$20.14
|
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· | the terms “we,” “us,” “our,” “the Company,” “our Company” refers to Lazuriton Nano Biotechnology (U.S.A.) Inc., a Nevada corporation; |
· | the term “the Manufacturer” refers to Lazuriton Nano Biotechnology Co., Ltd., a Taiwanese corporation; |
· | all references to “U.S. dollars”, “dollars”, and “$” are to the legal currency of the United States. |
The Company
|
The Company was incorporated in the State of Nevada on June 2, 2015. We are a development stage company with a principal business of marketing, distributing and selling Nano fertilizers in Asia, with the exception of Taiwan. The Nano fertilizer products are manufactured by Lazuriton Nano Biotechnology Co., Ltd., a Taiwanese corporation, headquartered in Taiwan (the “Manufacturer”).
Effective December 1, 2015, we entered into a Marketing and Distribution Agreement with the Manufacturer, whereby the Manufacturer authorizes the Company to market, sell and distribute those Nano fertilizer products manufactured by the Manufacturer and identified in Exhibit A to that Marketing and Distribution Agreement (the “Nano Fertilizer Products”) (the “Marketing Agreement”). The Marketing Agreement grants the Company a non-exclusive right to market, sell and distribute the Nano Fertilizer Products in Asia, with the exception of Taiwan. The Marketing Agreement is effective December 1, 2015, and continues for one year thereafter and may renew automatically for periods of one year each, unless one party gives notice at least 30 days prior to the expiration of that agreement of its intention not to renew. A copy of the Marketing Agreement is attached as Exhibit 10.1 to that registration statement of which this prospectus is a part.
We anticipate that we will receive revenue from the distribution and sale of the Nano Fertilizer Products. We plan to market and sell the Nano Fertilizer Products to resellers of fertilizers who are aware of the needs of the their customers. Additionally, we may target individual farmers and households.
Since the date of inception (June 2, 2015), our activities have been primarily devoted to start-up and developmental activities, which have been primarily performed by Chih-Yuan Hsiao, our president and a member of our board of directors. Those start-up and developmental activities include:
·
Formation of the Company
·
Development of our business plan
·
Negotiation of the Marketing Agreement with the Manufacturer
·
Research regarding marketing and distribution methods and strategies
·
Development of the Company’s website, which we estimate will be complete at the end of 2016
|
Our Business
|
We were incorporated in Nevada on June 2, 2015. Our principal executive office is located at 10F., No. 341, Sec. 2, Wanshou Rd., Guishan Dist., Taoyuan City 333, Taiwan (Republic of China). Our telephone number is 886-3-329-5585.
Our fiscal year ends on December 31. We are a development stage company, and as of the date of this prospectus we have not sold any Nano Fertilizer Products nor have we generated any revenue from operations. Our net losses for the period ended November 30, 2015, were $130,000.
As of the date of this prospectus, we have 60,000,000 shares of our $0.0001 par value common stock issued and outstanding and held by 45 shareholders. We are registering for sale 40,000,000 shares of our common stock at a purchase price of $.005 per share pursuant to the Securities Act of 1933.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements included in the registration statement of which this prospectus is a part do not include any adjustments that might result from the uncertainty about our ability to continue in business.
As of November 30, 2015, we had $60,207 in current assets and $130,207 in current liabilities. Accordingly, our negative working capital position as of November 30, 2015 was ($70,000).
As of February 29, 2016, our cash on hand was $10,188. Currently, $3,750 is required to fund our operations each month. Accordingly, we have enough cash to finance our operations for approximately 3 months.
We estimate that we need approximately $200,000 to support our operations during the next twelve months. This amount includes (i) $18,750 for costs related to this offering and (ii) 18,750, which is our estimated cost necessary to comply with our reporting requirements during the next twelve months. We believe the maximum proceeds from this offering will be sufficient to meet our cash requirements for the next twelve months. Our cash shortfall will be $50,000, $100,000 and $150,000, respectively, if we sell 75%, 50% and 25% of the maximum offering. We plan to meet any such shortfall through revenue from operations, private placements of our capital stock, and loans from Chih-Yuan Hsiao, our president and a member of our board of directors. In that regard, on November 19, 2015, Mr. Hsiao provided us with a written funding commitment for 24 months in the amount of $400,000, which accrues zero interest. All amounts funded by Mr. Hsiao pursuant to that funding commitment are due and payable by us on demand by Mr. Hsiao. There is no particular notice required to be given by Mr. Hsiao regarding that demand; provided, however, such demand will not be made sooner than November 19, 2016. During that time that Mr. Hsiao is our president, we believe that any such demand will not be upon any unreasonable terms. We can provide no guarantee or assurance that in the event of that demand, we can pay the amount demanded, or any other amount, on the date for which payment is demanded. A copy of that funding commitment is attached as Exhibit 10.3 to that registration statement of which this prospectus is a part. As of February 29, 2016, we owed Mr. Hsiao $80,207 pursuant to that funding commitment.
Presently, we have no employees. Our officers and directors are responsible for all planning, development and operational duties and will continue to do so throughout the early stages of our growth. Human resource planning will be a part of an ongoing process that will include regular evaluation of our operations.
We intend to hire employees at such time as we determine it is appropriate. We can provide no assurance or guarantee on the date on which we will hire employees.
|
Our Challenges and Risks
Jumpstart Startups Act
|
We recommend that you consider carefully the risks discussed below and under the heading “Risk Factors” beginning on Page 5 of this prospectus before purchasing our common stock. If any of these risks occur, our business, prospects, financial condition, liquidity, results of operations and ability to make distributions to our shareholders could be materially and adversely affected. In that case, the trading price of our common stock could decline if our common stock is listed on any stock market and you could lose some or all of your investment.
We are electing to not opt out of the JOBS Act of 2012 extended accounting transition period. This may make our financial statements more difficult to compare to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth company, we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the standard for the private company. This may make comparison of our financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible, as possible different or revised standards may be used.
Emerging Growth Company:
The JOBS Act of 2012 is intended to reduce the regulatory burden on emerging growth companies. We meet the definition of an emerging growth company and as long as we qualify as an “emerging growth company,” we will, among other things:
·
be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act;
·
be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”;
·
be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
·
be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes regarding executive compensation pursuant to Section 14A of the Securities Exchange Act of 1934, as amended;
·
be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and
·
be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).
We will continue to be an emerging growth company until the earliest of:
·
the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;
·
the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered pursuant to the Securities Act of 1933, as amended;
·
the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
·
the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Securities Exchange Act Rule 12b-2).
|
Number of Shares Being Offered
|
The Company is offering as many as 40,000,000 shares of common stock, par value $0.0001.
|
Offering Price Per Share
|
$.005
|
Offering Period
|
The shares are being offered for a period not to exceed two hundred seventy (270) days from the effective date of the registration statement of which this prospectus is a part.
|
Net Proceeds to Company
|
If 40,000,000 shares (100%) are sold: $200,000
If 30,000,000 shares (75%) are sold: $150,000
If 20,000,000 shares (50%) are sold: $100,000
If 10,000,000 shares (25%) are sold: $50,000
|
Use of Proceeds
|
We intend to use the proceeds to fund our business operations.
|
Number of Shares of our Common Stock Outstanding Before the Offering
|
60,000,000 shares
|
Number of Shares of our Common Stock Outstanding after the Offering
|
If 40,000,000 shares (100%) are sold: 100,000,000 shares
If 30,000,000 shares (75%) are sold: 90,000,000 shares
If 20,000,000 shares (50%) are sold: 80,000,000 shares
If 10,000,000 shares (25%) are sold: 70,000,000 shares
|
Offering Expenses
|
The expenses associated with this offering total approximately $18,750 or approximately 9.4% of the gross proceeds of $200,000, if all the shares offered by us are purchased.
|
|
June 2, 2015 (inception) through November 30, 2015
|
|||
|
(unaudited)
|
|||
Revenue:
|
$
|
-0-
|
||
Interest Income:
|
$
|
-0-
|
||
Operating Expenses:
|
$
|
130,000
|
||
General & administrative (Professional expense)
|
$
|
130,000
|
||
Total operating expenses
|
$
|
130,000
|
||
|
||||
Net Loss
|
$
|
(130,000
|
)
|
|
|
||||
Net loss per common share, basic and diluted
|
$
|
(0.02
|
)
|
|
|
||||
Weighted average number of common shares, basic and diluted, outstanding
|
6,931,813
|
· | have an auditor report regarding our internal controls of financial reporting pursuant to Section 4(b) of the Sarbanes-Oxley Act; |
· | present more than two years audited financial statements in our registration statement and annual reports on Form 10-K and present selected financial data in such registration statements and annual reports; |
· | Make risk factor disclosures in our annual reports of Form 10-K; and |
· | Make certain otherwise required disclosures in our annual reports on Form 10-K and quarterly reports on Form 10-Q. |
· | Investors should consider shares of our common stock to be significantly risky and illiquid investments; |
· | We may not register our securities on Form S-8 (an abbreviated form of registration statement); |
· | Our ability to attract additional funding to sustain our operations may be limited significantly; |
· | We are required to provide more details disclosure upon completion of a transaction that causes us to cease being a shell company; |
· | We must file a current report on Form 8-K specifying the information required in a registration statement on Form 10, no later than 4 business days following the completion of the particular transaction taken together with financial information of the private operating company which is a party to that transaction; |
· | To assist the SEC in the identification of shell companies, we are required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company; and |
· | To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any merger or requiring other assets that will cause us to cease being a shell company. |
· | we are not able to attract sufficient customers to purchase the Nano Fertilizer Products, considering the price and other terms required in order for us to attain the level of profitability that will enable us to continue to pursue our growth strategy; |
· | adequate penetration of new markets at a reasonable cost becomes impossible, in turn limiting the future demand for the Nano Fertilizer Products below the level assumed by our business plan; |
· | we fail to generate revenue sufficient to fund our operations; |
· | we are forced to significantly adapt our business plan to meet changes in our markets; and |
· | for any reason, we are not able to attract, hire, retain and motivate additional qualified personnel. |
· | liquidity of the market for our shares of common stock; |
· | actual or anticipated fluctuations in our operating results; |
· | sales of substantial amounts of our common stock, or the perception that such sales might occur; |
· | changes in financial estimates by securities research analysts; |
· | changes in the economic performance or market valuations of other companies in our industry; |
· | announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments; |
· | addition or departure of key personnel; |
· | fluctuations of exchange rates between foreign currencies and the U.S. dollar; |
· | our dividend policy; and |
· | general economic or political conditions. |
· | the basis on which the broker-dealer made the suitability determination, and |
· | that the broker-dealer received a signed, written agreement from the investor prior to the transaction. |
· | international economic and political changes; |
· | the imposition of governmental controls or changes in government regulations; |
· | difficulties in enforcing intellectual property rights; |
· | changes in, or impositions of, legislative or regulatory requirements on fertilizer companies, including limitations on our ability to directly own or control key assets; |
· | compliance with international laws involving international operations, including the Foreign Corrupt Practices Act and expert control laws; |
· | restrictions on transfers of funds and assets between jurisdictions; and |
· | geo-political instability. |
Application of Proceeds
|
If 100%
|
% of Total
|
||||||
Total Offering Proceeds
|
$
|
(200,000
|
)
|
|||||
Offering Expenses:
|
||||||||
-Accounting
|
10,000
|
5.0
|
||||||
-Legal and Professional
|
6,000
|
3.0
|
||||||
-Printing
|
1,000
|
0.5
|
||||||
-Transfer Agent
|
1,750
|
0.9
|
||||||
Total Offering Expenses
|
$
|
18,750
|
9.4
|
|||||
|
||||||||
Use of Net Proceeds:
|
||||||||
Reporting and Compliance
(1)
|
$
|
18,750
|
9.4
|
|||||
|
||||||||
Business Development:
|
||||||||
-Personnel Recruiting
|
28,900
|
14.5
|
||||||
-Advertising & Marketing
|
65,025
|
32.5
|
||||||
-Technology Development Cost (website & accounting software)
|
50,575
|
25.3
|
||||||
-Purchase of Fixed Assets (computer, office equipment, and furniture & fixtures)
|
15,000
|
7.5
|
||||||
Total Business Development:
|
$
|
159,500
|
79.8
|
|||||
|
||||||||
Administrative Expenses
|
3,000
|
1.5
|
||||||
Total use of Net Proceeds
|
$
|
181,250
|
90.6
|
|||||
|
||||||||
Total use of Proceeds
|
$
|
200,000
|
100.0
|
Application of Proceeds
|
|
If 75%
|
|
|
% of Total
|
|
||
Total Offering Proceeds
|
|
$
|
($150,000
|
)
|
|
|
||
Offering Expenses:
|
|
|
|
|
|
|
||
-Accounting
|
|
|
10,000
|
|
|
|
6.7
|
|
-Legal and Professional
|
|
|
6,000
|
|
|
|
4.0
|
|
-Printing
|
|
|
1,000
|
|
|
|
.7
|
|
-Transfer Agent
|
|
|
1,750
|
|
|
|
1.2
|
|
Total Offering Expenses
|
|
$
|
18,750
|
|
|
|
12.5
|
|
|
|
|
|
|
|
|
|
|
Use of Net Proceeds:
|
|
|
|
|
|
|
|
|
Reporting and Compliance
(1)
|
|
$
|
18,750
|
|
|
|
12.5
|
|
|
|
|
|
|
|
|
|
|
Business Development
|
|
|
|
|
|
|
|
|
-Personnel Recruiting
|
|
|
18,900
|
|
|
|
12.6
|
|
-Advertising & Marketing
|
|
|
42,525
|
|
|
|
28.4
|
|
-Technology Development Cost (website & accounting software)
|
|
|
33,075
|
|
|
|
22.1
|
|
-Purchased of Fixed Assets (computer, office equipment, furniture & fixtures)
|
|
|
15,000
|
|
|
|
10.0
|
|
Total Business Development:
|
|
$
|
109,500
|
|
|
|
73.0
|
|
|
|
|
|
|
|
|
|
|
Administrative Expenses
|
|
|
3,000
|
|
|
|
2.0
|
|
Total Use of Net Proceeds
|
|
$
|
131,250
|
|
|
|
87.5
|
|
|
|
|
|
|
|
|
|
|
Total use of proceeds
|
|
$
|
150,000
|
|
|
|
100.0
|
|
Application of Proceeds
|
|
If 50%
|
|
|
% of Total
|
|
||
Total Offering Proceeds
|
|
$
|
($100,000
|
)
|
|
|
||
Offering Expenses:
|
|
|
|
|
|
|
||
-Accounting
|
|
|
10,000
|
|
|
|
10.0
|
|
-Legal and Professional
|
|
|
6,000
|
|
|
|
6.0
|
|
-Printing
|
|
|
1,000
|
|
|
|
1.0
|
|
-Transfer Agent
|
|
|
1,750
|
|
|
|
1.8
|
|
Total Offering Expenses
|
|
$
|
18,750
|
|
|
|
18.8
|
|
|
|
|
|
|
|
|
|
|
Use of Net Proceeds:
|
|
|
|
|
|
|
|
|
Reporting and Compliance
(1)
|
|
|
18,750
|
|
|
|
18.8
|
|
|
|
|
|
|
|
|
|
|
Business Development
|
|
|
|
|
|
|
|
|
-Personal Recruiting
|
|
|
8,900
|
|
|
|
8.9
|
|
-Advertising & Marketing
|
|
|
20,025
|
|
|
|
20.0
|
|
-Technology Development Cost (website & accounting software)
|
|
|
15,575
|
|
|
|
15.6
|
|
-Purchased of Fixed Assets (computer, office equipment, furniture & fixtures)
|
|
|
15,000
|
|
|
|
15.0
|
|
Total Business Development:
|
|
$
|
59,500
|
|
|
|
59.5
|
|
|
|
|
|
|
|
|
|
|
Administrative Expenses
|
|
$
|
3,000
|
|
|
|
3.0
|
|
Total Use of Net Proceeds
|
|
$
|
81,250
|
|
|
|
81.3
|
|
|
|
|
|
|
|
|
|
|
Total Use of Proceeds
|
|
$
|
100,000
|
|
|
|
100
|
|
Application of Proceeds
|
|
If 25%
|
|
|
% of Total
|
|
||
Total Offering Proceeds
|
|
$
|
($50,000
|
)
|
|
|
||
Offering Expenses:
|
|
|
|
|
|
|
||
-Accounting
|
|
|
10,000
|
|
|
|
20.0
|
|
-Legal and Professional Fees
|
|
|
6,000
|
|
|
|
12.0
|
|
-Printing
|
|
|
1,000
|
|
|
|
2.0
|
|
-Transfer Agent
|
|
|
1,750
|
|
|
|
3.5
|
|
Total Offering Expenses
|
|
$
|
18,750
|
|
|
|
37.5
|
|
|
|
|
|
|
|
|
|
|
Use of Net Proceeds:
|
|
|
|
|
|
|
|
|
Reporting and Compliance
(1)
|
|
$
|
18,750
|
|
|
|
37.5
|
|
|
|
|
|
|
|
|
|
|
Business Development
|
|
|
|
|
|
|
.
|
|
-Personal Recruiting
|
|
|
0
|
|
|
|
0
|
|
-Advertising & Market
|
|
|
0
|
|
|
|
0
|
|
-Technology Development Cost (website & accounting software)
|
|
|
0
|
|
|
|
0
|
|
-Purchase of Fixed Assets (computer, office equipment, and furniture & fixtures)
|
|
|
10,000
|
|
|
|
20.0
|
|
Total Business Development:
|
|
$
|
10,000
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
|
Administrative Expenses
|
|
|
2,500
|
|
|
|
5.0
|
|
Total Use of Net Proceeds
|
|
$
|
31,250
|
|
|
|
62.5
|
|
|
|
|
|
|
|
|
|
|
Total Use of Proceeds
|
|
$
|
50,000
|
|
|
|
100
|
|
(1) | Estimated expense related to compliance with reporting requirements pursuant to the Securities Exchange Act of 1934. |
Existing Shareholders Per Share Dilution based on:
|
25%
Offering
|
50%
Offering
|
75%
Offering
|
100%
Offering
|
||||||||||||
Net tangible book value before the offering
|
$
|
(70,000
|
)
|
$
|
(70,000
|
)
|
$
|
(70,000
|
)
|
$
|
(70,000
|
)
|
||||
Net tangible book value per share before the offering
|
$
|
(0.001
|
)
|
$
|
(0.001
|
)
|
$
|
(0.001
|
)
|
$
|
(0.001
|
)
|
||||
Net tangible book value after the offering
|
$
|
(38,750
|
)
|
$
|
11,250
|
$
|
61,250
|
$
|
111,250
|
|||||||
Net tangible book value per share after the offering
|
$
|
(0.001
|
)
|
$
|
0.000
|
$
|
0.001
|
$
|
0.001
|
|||||||
Net increase in tangible book value per share to original shareholders
|
$
|
0.001
|
$
|
0.001
|
$
|
0.002
|
$
|
0.002
|
||||||||
Number of shares outstanding before offering
|
60,000,000
|
60,000,000
|
60,000,000
|
60,000,000
|
||||||||||||
Number of shares after offering held by existing shareholders
|
60,000,000
|
60,000,000
|
60,000,000
|
60,000,000
|
||||||||||||
Original percent of ownership after offering
|
86
|
%
|
75
|
%
|
67
|
%
|
60
|
%
|
||||||||
|
||||||||||||||||
Purchasers Per Share Dilution and Ownership of Shares in this offering:
|
||||||||||||||||
Price per share
|
$
|
.005
|
$
|
.005
|
$
|
.005
|
$
|
.005
|
||||||||
Gross Capital Contributions
|
$
|
50,000
|
$
|
100,000
|
$
|
150,000
|
$
|
200,000
|
||||||||
Decrease Percentage in investment to new shareholders
|
111
|
%
|
97
|
%
|
86
|
%
|
78
|
%
|
||||||||
Dilution per share to new shareholders
|
$
|
0.006
|
$
|
0.005
|
$
|
0.004
|
$
|
0.004
|
||||||||
Number of shares after offering held by public investors
|
10,000,000
|
20,000,000
|
30,000,000
|
40,000,000
|
||||||||||||
Percentage of ownership of new shareholders after offering
|
14
|
%
|
25
|
%
|
33
|
%
|
40
|
%
|
· | Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors; |
· | Are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs; |
· | Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
· | Are entitled to one vote per share on all matters on which stockholders may vote. |
· | #1-Nano Organic Compound Fertilizer: |
o | Ingredients include nitrogen, phosphorus anhydride, potassium oxide and citric acid-soluble magnesium oxide. |
o | May be used on vegetable and fruit trees during vegetative growth and reproductive growth. |
· | #3-Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer |
o | Ingredients include nitrogen, phosphorus and potassium oxide. |
o | May be used on vegetable, fruit trees and floral crops to promote flowering. |
· | #5-Nano High Phosphorus High Potassium Compound Fertilizer |
o | Ingredients include nitrogen, phosphorus and potassium oxide. |
o | May be used on vegetable and fruit trees to improve the quality of the crop and the sweetness of the fruit. |
Number
|
Name
|
Size
|
Price (USD)
|
1
|
Nano Organic Compound Fertilizer-1
|
500g/can
|
$16.70
|
1
|
Nano Organic Compound Fertilizer-1
|
5kg/barrel
|
$165.00
|
3
|
Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
|
500g/can
|
$19.30
|
3
|
Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
|
5kg/barrel
|
$191.7
|
5
|
Nano High Phosphorus High Potassium Compound Fertilizer
|
500g/can
|
$19.30
|
5
|
Nano High Phosphorus High Potassium Compound Fertilizer
|
5kg/barrel
|
$191.70
|
· | Attend agricultural exhibitions and trade shows in various provinces of Asia, with the exception of Taiwan. |
· | Conduct research and surveys relating to which supermarkets and retail chain stores market, promote and sell agricultural equipment and materials. |
· | Develop the Company’s website. |
|
25
|
%
|
50
|
%
|
75
|
%
|
100
|
%
|
||||||||
Offering Expenses
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
||||||||
Business Development
|
$
|
1,500
|
$
|
6,500
|
$
|
16,500
|
$
|
26,500
|
||||||||
Administrative Expenses
|
$
|
500
|
$
|
500
|
$
|
500
|
$
|
500
|
||||||||
Compliance with filing requirements (accounting and legal fees)
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
· | Target and interview distributor and sales agent prospects and discuss marketing campaign and promotions. |
· | Launch promotion, marketing and advertising of the Nano Fertilizer Products in supermarkets, farmers markets, agricultural magazines and various forms of social media. |
· | Develop training courses for sales agents and distributors. |
· | Train sales agents and distributors. |
|
25
|
%
|
50
|
%
|
75
|
%
|
100
|
%
|
||||||||
Offering Expenses
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
||||||||
Business Development
|
$
|
4,000
|
$
|
11,500
|
$
|
21,500
|
$
|
36,500
|
||||||||
Administrative Expenses
|
$
|
500
|
$
|
500
|
$
|
500
|
$
|
500
|
||||||||
Compliance with filing requirements (accounting and legal fees)
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
· | Train sales agents and distributors. |
· | Develop sales channels for sales agents and distributors. |
· | Research additional advertising and marketing channels such as local television and radio broadcasting. |
· | Continue the development and testing of the Nano Fertilizer Products. |
· | Hire 1-2 employees for customer support and administrative tasks. |
|
25
|
%
|
50
|
%
|
75
|
%
|
100
|
%
|
||||||||
Offering Expenses
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
||||||||
Business Development
|
$
|
4,500
|
$
|
21,500
|
$
|
31,500
|
$
|
46,500
|
||||||||
Administrative Expenses
|
$
|
500
|
$
|
1,000
|
$
|
1,000
|
$
|
1,000
|
||||||||
Compliance with filing requirements (accounting and legal fees)
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
· | Develop a logistics center to facilitate the needs of our customers. |
· | Implement additional advertising and marketing techniques. |
· | Research additional channels to sell the Nano Fertilizer Products, i.e., an online platform. |
|
25
|
%
|
50
|
%
|
75
|
%
|
100
|
%
|
||||||||
Offering Expenses
|
$
|
8,250
|
$
|
8,250
|
$
|
8,250
|
$
|
8,250
|
||||||||
Business Development
|
$
|
-
|
$
|
20,000
|
$
|
40,000
|
$
|
50,000
|
||||||||
Administrative Expenses
|
$
|
1,000
|
$
|
1,000
|
$
|
1,000
|
$
|
1,000
|
||||||||
Compliance with filing requirements (accounting and legal fees)
|
$
|
8,250
|
$
|
8,250
|
$
|
8,250
|
$
|
8,250
|
· | Contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; |
· | Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Exchange Act; |
· | Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; |
· | Contains a toll-free number for inquiries on disciplinary actions; |
· | Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and |
· | Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation. |
· | The bid and offer quotations for the penny stock; |
· | The compensation of the broker-dealer and its salesperson in the transaction; |
· | The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and |
· | Monthly account statements showing the market value of each penny stock held in the customer’s account. |
Cash
|
$
|
60,207
|
||
Total assets
|
$
|
60,207
|
||
|
||||
Total liabilities
|
130,207
|
|||
|
||||
Total stockholders’ equity (deficit)
|
(70,000
|
)
|
||
|
||||
Total liabilities & stockholders’ equity (deficit)
|
$
|
60,207
|
· | a petition under the federal bankruptcy laws or any state insolvency law that was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any joint venture in which such person was a general participant at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; |
· | convicted in a criminal proceeding or is, currently, a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
· | the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: |
· | acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
· | engaging in any type of business practice; or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; |
· | the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to act as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, for broker, leverage transaction merchant, or any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engage or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity; |
· | found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated; |
· | found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
· | the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
o | any federal or state securities or commodities law or regulation; or |
o | any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
o | any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
o | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
SUMMARY COMPENSATION TABLE
|
|||||||||
Name
and Principal Position |
Year
|
Salary
FY ($)
|
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($)(1) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All
Other Compensation ($) |
Total
($) |
Chih-Yuan Hsiao,
President and Director
(1)
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Ya-Ju Chang,
Secretary and Treasurer
(2)
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Yu-Chih Hsiao,
Director
(3)
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Min-Tsung Hsiao,
Director
(4)
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
Siu Wan C. Kong
,
Director
(5)
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
(1) | There is no employment contract with Chih-Yuan Hsiao at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. |
(2) | There is no employment contract with Ya-Ju Chang at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. |
(3) | There is no employment contract with Yu-Chih Hsiao at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. |
(4) | There is no employment contract with Min-Tsung Hsiao at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. |
(5) | There is no employment contract with Siu Wan C. Kong at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. |
Beneficial Ownership of the Company
Amount and Nature of Beneficial Ownership Percentage of Class
(1)(2)
|
||||||
Title of Class
|
Name and Address of Beneficial Owner
|
Before Offering
|
After Offering
(4)
|
Percent of Class Before Offering
|
Percent of Class After Offering
(3)
|
|
Directors and Named Executive Officers
|
||||||
Common Stock
|
Chih-Yuan Hsiao
10F., No. 341, Sec. 2 Wanshou Rd., Guishan Dist. Taoyuan City 333
Taiwan (R.O.C.)
President and Director
|
52,348,003
|
52,348,003
|
87.25% |
52.35%
|
|
Common Stock
|
Ya-Ju Chang
10F., No. 341, Sec. 2
Wanshou Rd., Guishan Dist.
Taoyuan City 333
Taiwan (R.O.C.)
Treasurer and Secretary
|
50,000
|
50,000
|
0.08%
|
0.05%
|
|
Common Stock
|
Min-Tsung Hsiao
10F., No. 341, Sec. 2
Wanshou Rd., Guishan Dist.
Taoyuan City 333
Taiwan (R.O.C.)
Director
|
900,000
|
900,000
|
1.5%
|
0.9%
|
|
Common Stock
|
Yu-Chih Hsiao
10F., NO. 341, Sec. 2
Wanshou Rd., Guishan Dist.
Taoyuan City 333
Taiwan (R.O.C.)
Director
|
100,000
|
100,000
|
0.17%
|
0.1%
|
|
Total of all Directors and Officers
|
53,398,003
|
53,398,003
|
89%
|
53.4%
|
F-2
|
|
|
|
Financial Statements:
|
|
|
|
F-3
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
Revenue
|
$
|
-
|
||
General and administrative expenses
|
130,000
|
|||
Loss from operations
|
(130,000
|
)
|
||
Loss before income taxes
|
(130,000
|
)
|
||
Provision for income taxes expense
|
-
|
|||
Net loss
|
$
|
(130,000
|
)
|
|
Weighted average number of common shares:
|
||||
Basic and diluted
|
6,931,813
|
|||
Net loss per share:
|
||||
Basic and diluted
|
$
|
(0.02
|
)
|
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
|
|||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||
FOR THE PERIOD FROM JUNE 2, 2015 ( INCEPTION)
THROUGH NOVEMBER 30, 2015
|
Cash flows from operating activities
|
||||
Net loss
|
$
|
(130,000
|
)
|
|
Cash flows from financing activities
|
||||
Proceeds from issuance of common stock
|
60,000
|
|||
Loan from officers
|
130,207
|
|||
Net cash provided by financing activities
|
190,207
|
|||
Net increase in cash and cash equivalents
|
60,207
|
|||
Cash and cash equivalents
|
||||
Beginning
|
-
|
|||
Ending
|
$
|
60,207
|
||
Supplemental disclosure of cash flows
|
||||
Cash paid during the period for:
|
||||
Interest
|
$
|
- | ||
Income tax
|
$
|
- |
LAZURITON NANO BIOTECHNOLOGY (U.S.A.) INC.
|
|
(A DEVELOPMENT STAGE COMPANY)
|
|
PERIOD FROM JUNE 2, 2015 (INCEPTION) TO NOVEMBER 30, 2015
|
Additional
|
||||||||||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
|||||||||||||||
Balance at June 2, 2015 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Common stock issued for cash on June 4, 2015
|
10,000
|
1
|
9
|
-
|
10
|
|||||||||||||||
Common stock issued for cash on November 10, 2015
|
59,990,000
|
5,999
|
53,991
|
-
|
59,990
|
|||||||||||||||
Net loss for the period ended November 30, 2015
|
-
|
-
|
-
|
(130,000
|
)
|
(130,000
|
)
|
|||||||||||||
Balance at November 30, 2015
|
60,000,000
|
$
|
6,000
|
$
|
54,000
|
$
|
(130,000
|
)
|
$
|
(70,000
|
)
|
|
||||
Registration fee
|
$
|
20.14
|
||
Accounting fees and expenses
|
12,000
|
|||
Legal and professional fees and expenses
|
8,000
|
|||
EDGAR fees and expenses
|
1,500
|
|||
Printing
|
1,000
|
|||
Total
|
$
|
22,520.14
|
|
|
Exhibit No.
|
Description
|
3.1
|
|
3.2
3.3
3.4
5.1
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
23.1
|
|
23.2
|
|
|
Name
|
Date
|
/s/Chih-Yuan Hsiao
Chih-Yuan Hsiao, President and Director
/s/ Yu-Chih Hsiao
Yu-Chih Hsiao, Director
/s/ Min-Tsung Hsiao
Min-Tsung Hsiao, Director
/s/ Siu Wan C. Kong
Siu Wan C. Kong, Director
|
March 10, 2016
March 10, 2016
March 10, 2016
March 10, 2016
|
No
|
Name
|
Size
|
Selling price
(in USD)
|
#1
|
Nano Organic Compound Fertilizer-1
|
(500g/can)
|
$ 16.70
|
#3
|
Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
|
(500g/can)
|
$ 19.30
|
#5
|
Nano High Phosphorus High Potassium Compound Fertilizer
|
(500g/can)
|
$ 19.30
|
#1
|
Nano Organic Compound Fertilizer-1
|
(5kg/barrel)
|
$ 165.00
|
#3
|
Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
|
(5kg/barrel)
|
$ 191.70
|
#5
|
Nano High Phosphorus High Potassium Compound Fertilizer
|
(5kg/barrel)
|
$ 191.70
|
1. | Be sure to provide your correct name and address, as this information will appear on the official records of the Company. |
3. | Signature and Supporting Material Requirements ‑ The following requirements have been established for the various ways in which Offered Shares may be purchased and held other than by you as an individual: |
(a)
|
Completed Subscription Agreement
|
(b)
|
Supporting material if required (Item 3 above).
|
(c)
|
A check, bank draft or bank wire in the amount of your subscription (see below).
|
2. | On the terms and subject to the conditions of the Prospectus and this Subscription Agreement, you hereby subscribe for the number of Offered Shares specified below for a subscription price of $0.005 per Offered Share. You hereby agree that this subscription shall be irrevocable and shall survive your death or disability. Payment of the purchase price for Offered Shares is due upon subscription. |
3. | You acknowledge and agree that (i) management of the Company has the right to accept or reject this subscription in whole or in part, and (ii) this subscription shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by the officers of the Company authorized to sign this Subscription Agreement on behalf of the Company. You agree that subscriptions need not be accepted by the Company. You agree that subscriptions need not be accepted by the Company in the order in which subscriptions are received. |
[ ] ____________ | $ | (for _____ Offered Shares) paid by check |
[ ] ____________ | $ | (for _____ Offered Shares) paid by bank draft |
[ ] ____________ | $ | (for _____ Offered Shares) paid by wire transfer |
1. | Commencement of a term of occupancy: June 2, 2015. |
2. | Termination date of occupancy: June 2, 2016. |
3. | Renewal: The Company may renew the occupancy for an additional one year period after December 31, 2016, on the same terms. |
4. | Rent: None. |
5. | Security Deposit: None. |
6. | Size: Approximately 4,270 square feet. |
7. | Use: Office. |
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udit
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ax
• C
onsulting
• F
inancial
A
dvisory
Registered with Public Company Accounting Oversight Board (PCAOB)
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