Except where the context otherwise requires and for purposes of this annual report only:
For the purposes of clarification, this annual report follows English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our president and member of our board of directors is “Chih-Yuan Hsiao,” even though, in Chinese, his name would be presented as “Hsiao Chih-Yuan”.
Item 1. Business.
Description of Business
General Information
We were incorporated in the State of Nevada on June 2, 2015. Since inception, we have not generated any revenues and have an accumulated deficit of $528,536, as of December 31, 2019.
We have never been a party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
We have yet to commence any significant operations. As of the date of this annual report, we have had only limited start-up operations and have not generated revenues. We will not be profitable until we derive sufficient revenues and cash flows from sales of fertilizer products made by the Manufacturer (the “Nano fertilizer products”). Our administrative office is located at 341, Sec. 2,Wanshou Rd., 10th Floor, Guishan District, Taoyuan City, 333, Taiwan (Republic of China).
Our fiscal year end is December 31.
As of the date of this annual report, we have not sold any Nano products (including fertilizer and food products), nor have we generated any revenue from our operations.
Business Overview
We anticipate that we will receive revenues from the sale of the Nano fertilizer products, which are manufactured in Taiwan. We plan to market and sell the Nano fertilizer products to resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households.
Since the date of inception (June 2, 2015), our activities have been primarily developmental, e.g., formation of the Company, development of our business plan, negotiation of the marketing and distribution agreement (the “Marketing Agreement”) with the Manufacturer (as defined below) and research regarding marketing and distribution methods and strategies; we have yet to commence planned operations to any significant measure.
Our current management is comprised of Chih-Yuan Hsiao, our president, principal executive officer, and a member of our board of directors; Ching-Chia Chuang, our secretary, principal financial officer, treasurer and a member of the board; Yu-Chih Hsiao, a member of our board of directors, and Min-Tsung Hsiao, a member of our board of directors. Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao.
Our officers and directors held approximately 60.62% of the Company’s issued and outstanding shares of common stock as of December 31, 2019. Additionally, our president and a member of our board of directors, Chih-Yuan Hsiao, and our other directors, Yu-Chih Hsiao and Min-Tsung Hsiao, hold a majority of the issued and outstanding shares of common stock of the Manufacturer. As the Manufacturer is the sole supplier of the Nano fertilizer products that we intend to market and distribute, to the extent that Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao participate in the management of the Manufacturer with respect to the Manufacturer’s relationship with the Company, there is a conflict of interest between the Manufacturer and us. Our officers and directors are aware of their fiduciary duties to the Company and its shareholders and will make every effort to consider the best interests of the Company and its shareholders in connection with the transactions and relationships between the Company and the Manufacturer. As of the date of this annual report, the Company did not have Director & Officer liability insurance.
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 their customers. Additionally, we may target individual farmers and households.
During 2019, our operations were limited to seeking business opportunities in connection with the marketing and distribution of the Nano fertilizer products. We are in the process of establishing retail relationships with various distributors and retailers in Asia.
We believe that we may establish sufficient business relationships which will enable us to sell and distribute the Nano fertilizer products.
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 development. 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 appropriate. We cannot provide any assurance or guarantee on the date on which we will hire employees.
Marketing and Distribution Agreement
Effective December 1, 2015, we entered into the Marketing Agreement with the Manufacturer, whereby the Manufacturer authorizes the Company to market, sell and distribute those Nano fertilizer products manufactured by the Manufacturer. 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 as of December 1, 2015, and continues for one year thereafter and is renewed automatically for periods of one year each, unless one party gives notice to the other party at least 30 days prior to the expiration of the said agreement of its intention not to renew. As of the date of June 30, 2021, no party to this Marketing Agreement gave notice to terminate this agreement and the terms of this Marketing Agreement were effective. The Company is making efforts to distribute Nano fertilizer and food products in Taiwan, mainland China and Japan.
Nano Fertilizer Products
Nano fertilizers may improve the efficiency of delivering various nutrients to plants and crops because the nano-level particles make it easy and more efficient for the plants to absorb the fertilizers. The plants, vegetables and crops sprayed with Nano fertilizer products have shown to grow faster, enjoy 20-30% longer life span, be less likely to have pests, and have an enhanced food production rates with higher quality. Use of Nano fertilizers helps avoid certain common side effects of non-Nano fertilizers, such as inconsistent plant sizes, shapes and colors caused by uneven distribution of fertilizers. At the same time, the Manufacturer observed that Nano fertilizer products have the potential of reducing soil toxicity caused by the use of traditional non-Nano fertilizers.
The Nano fertilizers that we will market, sell and distribute are listed below:
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#1-Nano Organic Compound Fertilizer:
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Ingredients include nitrogen, phosphorus anhydride, potassium oxide and citric acid-soluble magnesium oxide.
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May be used on vegetables and fruit trees during vegetative growth and reproductive growth.
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#3-Nano Low Nitrogen High Phosphorus High Potassium Compound Fertilizer
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o
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Ingredients include nitrogen, phosphorus and potassium oxide.
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o
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May be used on vegetables, fruit trees and floral crops to promote flowering.
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#5-Nano High Phosphorus High Potassium Compound Fertilizer
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o
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Ingredients include nitrogen, phosphorus and potassium oxide.
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o
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May be used on vegetables and fruit trees to improve the quality of the crop and the sweetness of the fruit.
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The Nano Fertilizer Products may be applied in other manners depending on the targeted crops and vegetables.
The Manufacturer
The Manufacturer, Lazuriton Nano Biotechnology Ltd., a Taiwanese corporation, manufactures the Nano fertilizer products in Taiwan.
Chih-Yuan Hsiao is the president and sole director of the Manufacturer. Mr. Hsiao, currently, also owns 88.4% of the issued and outstanding shares of common stock of the Manufacturer. Yu-Chih Hsiao is the factory manager of the Manufacturer and owns 5.80% of the issued and outstanding shares of its common stock. Min-Tsung Hsiao also owns 5.80% of the issued and outstanding shares of the Manufacturer’s common stock.
As the Manufacturer is the sole supplier of the Nano fertilizer products that we intend to market and distribute, to the extent that Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao participate in the management of the Manufacturer with respect to the Manufacturer’s relationship with the Company, there is a conflict of interest regarding the affairs of the Manufacturer and the affairs of the Company. We have not yet formulated a policy for handling conflicts of interest; however, Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao are aware of their fiduciary duties to the Company and its shareholders and will make reasonable efforts to serve the best interests of the Company and its shareholders.
Revenues
We anticipate that we may receive revenue from the sale of the Nano fertilizer products. The Nano fertilizer products will be primarily sold through resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households. The cost of each Nano fertilizer product may vary, depending on a number of factors, including the (i) amount of the Nano fertilizer product that is being purchased; (ii) cost of raw materials; (iii) volume of products that were generated within the same time period; (iv) the use of the fertilizers; and (v) depreciation of the machines and equipment.
As of the date of this annual report, we have not sold any of the Nano fertilizer products nor have we generated any revenue from operations. Our operations to date have been devoted primarily to development activities, e.g., development of our business plan, negotiation of the Marketing Agreements with the Manufacturer and research regarding the marketing and distribution methods and strategies.
Marketing
We plan to market and sell the Nano fertilizer products to resellers of fertilizers who are aware of the needs of the targeted customers. Additionally, we may target individual farmers and households.
We will regularly evaluate the market response for our existing products and perform appropriate trend analysis. We anticipate that such evaluation will be to review all sales to analyze which Nano fertilizer products are selling. Additionally, we anticipate that we may engage one or more local marketing or advertising companies which can assist us to understand the various trends.
Upon receipt of additional funding, we will increase the budget allotted for marketing and advertising and use the funds to expand our target markets. We believe we can gain a greater market share of Nano fertilizer consumers by expanding our target market to supermarkets and agricultural chain stores. At this time, we are unsure if, and when, we will receive that additional funding.
Need for any Government Approval – Environment Laws
We are subject to evolving laws and regulations administered by governmental authorities at national, provincial and city levels. Our operations may require us to comply with regulations relating to a comprehensive array of subjects, such as environmental protection and fire hazard control. We believe we are currently in compliance with these laws and regulations in all material respects. We may be required to incur significant costs to comply with these laws and regulations in the future. Unanticipated changes in existing regulatory requirements or adoption of new requirements could have a material adverse effect on our financial condition and results of operations.
Patents, Trademarks and Licenses
Presently, the Company does not own any patents or trademarks. The following table lists the trademarks that the Manufacturer, an affiliate of the Company has registered. The fertilizer products we intend to distribute and sell will bear those marks.
Owner of the Mark
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Mark
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Jurisdiction
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Period
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Lazuriton Nano Biotechnology Co., Ltd.
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Taiwan
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August 1, 2012 to July 31, 2022
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Lazuriton Nano Biotechnology Co., Ltd.
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Taiwan
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December 1, 2012 to November 30, 2022
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Lazuriton Nano Biotechnology Co., Ltd.
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People’s Republic of China
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May 21, 2014 to May 20, 2024
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Seasonality
In most regions where we plan to sell the Nano fertilizers, various types of vegetables, fruit trees and floral crops grow at different times and may benefit from the Nano fertilizer products. Accordingly, we do not anticipate a greater or lesser demand from our target customers for the Nano fertilizer products during different seasons. Because the Nano fertilizer products can be manufactured and used all year round, we believe our operations and sales will not be subject to seasonality.
Competition
The fertilizer business is characterized by vigorous competition throughout the world. Brand recognition, price, service, quality and availability are some of the factors that impact consumers’ choices among competing products and brands. Advertising, promotion, merchandising and the pace of new product introductions have significant impacts on consumers’ buying decisions. We will face completion from a large number of fertilizer companies, some of which may have substantially greater resources than we do.
Our principal competitors are Hsin Fang Nano Technology Ltd. and Unicat Nano Advanced Materials & Devices Technology Ltd. We will also face competition from a number of independent brands, as well as some retailers that have developed their own brands.
Our products have relatively low manufacturing costs, which may allow us to offer competitive pricing to our customers. Additionally, we believe that by providing outstanding customer service we can build customer loyalty to our brand.
Employees and Employment Agreements
Presently, we have no employees. Our president, Chih-Yuan Hsiao, is responsible for the primary operations and development of the Company and its subsidiaries. There is no employment or similar agreement between the Company and Mr. Hsiao.