Lotus Bio-Technology Development Corp. - Quarter Report: 2016 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31/2016

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-54745

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State of incorporation)

1361 Peltier Dr.

Point Roberts, WA 98281

(Address of principal executive offices)

604-783-9664

(Registrant's telephone number)

Indicate by check mark whether the issuer (1) has 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 last 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 (SS 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 [   ]     NO [X]

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

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer (Do not check if smaller reporting company)	[   ]	Smaller Reporting Company	[X]

Indicate  by check mark whether  the registrant  is a shell company  (as defined  in Rule  12b-2 of the Exchange  Act).

YES [ X ]

NO [  ]

As of April 28, 2017, there were 82,775,500 shares of the registrant's $0.00001 par value common stock issued and outstanding.

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TABLE OF CONTENTS

		Page
	PART I.  FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
	Condensed Balance Sheets -  Unaudited	3
	Condensed Statements of Operations -  Unaudited	4
	Condensed Statements of Cash Flows -  Unaudited	5
	Notes to the Financial Statements -  Unaudited	6
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	11
ITEM 4.	CONTROLS AND PROCEDURES.	11
ITEM 5.	OTHER INFORMATION	11

PART II.  OTHER INFORMATION

ITEM 1A.	RISK FACTORS.	12
ITEM 6.	EXHIBITS.	12
Signatures		13

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

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

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

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LOTUS BIOTECH DEVELOPMENT CORP.

Notes to the Financial Statements

(Unaudited)

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Lotus Bio-Technology Development Corp (“we”, “our”, the “Company”) was formed on March 24, 2011 with planned principal operations as an independent motion picture producer.  In 2016, the Company has shifted its focus and began exploring opportunities in the organic growth and farming sector in China.

In May of 2016, the Company has changed its name, president and business direction and entered the organic bio development space.

On May 7^th, 2016, The Company also signed a marketing and distribution agreement with Hunan Canshi in China. Lotus Bio-Technology will provide Marketing, Sales and distribution for organic related products produced exclusively by Hunan Canshi. The term of the agreement is 10 years.  General terms of the agreement state that Lotus will provide; Marketing, sales and distribution for Hunan Canshi and Hunan Canshi will provide a variety of Organic related products, Both Hunan Canshi and Lotus Bio-Technology intend to collaborate on a variety of business related issues such as promotion of products through social media and corporate website, development of joint marketing materials and training and support for all staff. The agreement also states that subsidiary company is to be created of which Lotus will own 51% in the newly established Hong Kong Entity As of today that process has not completed.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2017.

2. GOING CONCERN

The Company’s interim unaudited financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates realization of assets and liquidation of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred net loss of $22,652 for the nine months ended December 31, 2016. The Company has not generated any operating revenues to date, has a working capital deficit and existence is dependent upon management’s ability to develop profitable operations. These conditions raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty.

Our activities to date have been supported by equity financing and demand loans from our major shareholder. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan and new course of action.

Loss Per Share

Loss per  share  is  computed  using  the  weighted  average  number  of shares outstanding during  the  period.  We have adopted ASC 260, "Earnings Per Share".  Diluted loss per share for year ended June 30, 2016 is equivalent to basic loss per share as there was no potential dilutive equity instrument.

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Foreign Currency Transactions

The Company's functional currency is Canadian dollars and its reporting currency is the United States dollar.

The Company’s financial statements are translated from its functional currency, Canadian dollars, to the reporting currency, United States dollars, using the current rate method. Assets and liabilities are translated using the current rate in effect at the balance sheet date and revenues and expenses are translated at the average rate for the period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. At December 31, 2016, the Company did not have any other comprehensive income (loss).

Capital Stock – share structure

The corporation’s articles pertaining to Stock has been amended as of July 16, 2015 to increase the authorized capital stock to 300,000,000 shares of common stock having par value of $0.00001 per   share. The amendment was made and approved by the Company’s Board of Directors on July 15, 2015. The Board of Directors have 83.3% of common stock which have 83.3% voting in favor of this amendment. The corporation’s articles pertaining to Stock has been amended as of July 21, 2015 to keep the authorized capital stock to 100,000,000 shares of preferred stock having par value of $0.00001 per share.  The Board of Directors have 83.3% of common stock which have 83.3% voting in favor in keeping the preferred stock to 100,000,000 shares.

Stock-Based Compensation

The Company adopted ASC 718, Compensation – Stock-Based Compensation, to account for its stock options and similar equity instruments issued.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.  ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.  We did not grant any stock options during the period from March 24, 2011 (inception) to December 31, 2016

Comprehensive Income

We adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  We are disclosing this information on our Statement of Stockholders' Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.  We have no elements of "other comprehensive income” from March 24, 2011 (inception) to December 31, 2016

3. DUE TO RELATED PARTIES

As at December 31, 2016 the balance due to a majority shareholder was $51,754. The amount due to the major shareholder is unsecured, non-interest bearing and due on demand.

As at December 31, 2016 the balance due to other related third parties was $15,694.

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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Unaudited Interim Financial Statements

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. This report on Form 10-Q should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K, for the fiscal year ended March 31, 2016, as filed with the Securities and Exchange Commission ("SEC") on September 27, 2016.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

 

Basis of Presentation

 

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

 

Use of Estimates

 

The preparation of 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, management, are subject to an insignificant risk of loss in value. The Company had $0.00 in cash and cash equivalents as of December 31, 2016 and April 30, 2017 respectively.

Principal of Consolidation

These consolidated financial statements include the accounts of Lotus Bio-technology Development.  All intercompany balances and transactions have been eliminated in consolidation.

5.

SUBSEQUENT EVENTS

As at December 31, 2016, there is no subsequent events. The Company has evaluated all subsequent events through the filing date of the form 10Q for appropriate accounting and disclosure, and there is no subsequent event disclosure required.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Lotus Bio-Technology Development Corp was formed under the laws of the State of Nevada. We have not commenced our planned principal operations.

Plan of Operation

All the information following is based upon estimates. We are a startup company, or in other words, a company with a limited operating history, since our operations have been limited to incorporating Lotus Bio- Technology Development Corp; issuing stock to Zoltan Nagy, our previous officer and director; developing our business plan; began developing our website;  Since then we have spent all the money raised in our public offering.

Lotus Bio-Technology is actively seeking new opportunities in the emerging bio-natural industry in China. Our mandate is to partner with companies that are in the organic growth sector that meet the criteria we have set out to grow various plants under strict organic standards. Plants that can be refined into various products which are completely natural and strike a balance between affordability while being produced from an environmentally responsible manner. Products that are void of pesticides, synthetic fertilizers, anti-biotics, growth hormones and any other dangerous chemicals.

In anticipation of the Company's growth strategy, Lotus Bio-Technology intends to establish a corporate office in Yong Zhou City to serve as our China headquarters for its daily business activity. Our local office is currently in Cave Creek Arizona.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are in a start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. To become profitable and competitive, we must sell our products, and execute our business plan. We are not seeking equity financing at present time.

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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue operations. Equity financing could result in additional dilution to existing shareholders.

Results of operations

Results of operations for the three and six months ended December 31, 2016 and December 31, 2015

We have not earned any revenues during the three and six months ended December 31, 2016. We incurred expenses and a net loss in the amount of $3,111 for the three months ended December 31, 2016. Our expenses during the three months ended December 31, 2016 consisted of accounting and legal fees of $3,111. By comparison, we incurred a net loss of $4,019 for the three months ended December 31, 2015. We incurred expenses and a net loss in the amount of $4,621 for the six months ended December 31, 2016. Our expenses during the six months ended December 31, 2016 consisted of accounting and legal fees of $5,426, general and administrative fees of $20, stock transfer management fee of $745, and amortization expense of $546. By comparison, we incurred a net loss of $6,171 for the six months ended December 31, 2015.

Our losses are attributable to operating expenses together with a lack of any revenues.       

Liquidity and capital resources

As of the date of this report, we have yet to generate any revenues from our business operations.

As of December 31, 2016, our total current assets were $1 and our total current liabilities were $87,781. Accordingly, we had a working capital deficit of $87,781 as of December 31, 2016.

During the six months ended December 31, 2016, the former sole officer and director of the Company paid no expenses on behalf of the Company. As of December 31, 2016, $67,448 was due to the previous sole officer and director. The amount due was unsecured, non-interest bearing and due on demand.

Going Concern

As discussed in the notes to our financial statements, we have not established a source of revenue. This has raised substantial doubt to our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our activities to date have been supported by equity financing and demand loans from our major shareholder. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan and new course of action.

Off Balance Sheet Arrangements

As of December 31, 2016, there were no off balance sheet arrangements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of December 31, 2016. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2016, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. OTHER INFORMATION

On May 7^th, 2016, The Company also signed a marketing and distribution agreement with Hunan Canshi in China. Lotus Bio-Technology will provide Marketing, Sales and distribution for organic related products produced exclusively by Hunan Canshi. The agreement is 10 years. General terms of the agreement state that Lotus will provide; Marketing, sales and distribution for Hunan Canshi and Hunan Canshi will provide a variety of Organic related products, Both Hunan Canshi and Lotus Bio-Technology intend to collaborate on a variety of business related issues such as promotion of products through social media and corporate website, development of joint marketing materials and training and support for all staff. The agreement also states that subsidiary company is to be created of which Lotus will own 51% in a newly established Hong Kong entity. As of today, that process has not completed.

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PART II - OTHER INFORMATION

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.

EXHIBITS.

Incorporated by reference Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	6/10/11	3.1
3.2	Bylaws.	S-1	6/10/11	3.2
14.1	Code of Ethics.	10-K	6/22/12	14.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 312 of the Sarbanes- Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
99.2	Audit Committee Charter.	10-K	6/22/12	99.2
99.3	Disclosure Committee Charter.	10-K	6/22/12	99.3
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension – Schema.
101.CAL	XBRL Taxonomy Extension – Calculations.
101.DEF	XBRL Taxonomy Extension – Definitions.
101.LAB	XBRL Taxonomy Extension – Labels.
101.PRE	XBRL Taxonomy Extension – Presentation.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 8th day of May, 2017.

	LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP
	BY:	Zoltan Nagy
		Zoltan Nagy
		President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors

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