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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-K


 

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934FOR THE FISCAL YEAR ENDED MARCH 31, 2017


Commission File Number:   000-54745


Lotus Bio-Technology Development Corp.

(formerly known as Starflick.com)


(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation or organization)


Unit 04 16/F Tower 2

Silvercord, 30 Canton Rd,

Kowloon, Hong Kong

(Address of principal executive offices, including zip code.)


(552) 639-80212

(Registrant’s telephone number, including area code)


 

 

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to section 12(g) of the Act:

NONE

COMMON STOCK


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]


Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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[   ]   NO [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]



1





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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 

 

 

 

Large Accelerated Filer

[   ]

Accelerated Filer

[   ]

Non-accelerated Filer (Do not check if a 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 Act). YES [X]   NO [  ]


 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of September 30, 2015: $32,775.


As of September 23, 2016, 82,775,000 shares of the registrant’s common stock were outstanding.




2






TABLE OF CONTENTS


 

 

 

 

Page

 

 

PART I

 

 

 

 

Item 1.

Business.

4

Item 1A.

Risk Factors.

5

Item 1B.

Unresolved Staff Comments.

6

Item 2.

Properties.

6

Item 3.

Legal Proceedings.

6

Item 4.

Mine Safety Procedures.

6

 

 

 

PART II

 

 

 

 

Item 5.

Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases

Of Equity Securities.

6

Item 6.

Selected Financial Data.

8

Item 7.

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

Operation.

8

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

10

Item 8.

Financial Statements and Supplementary Data.

10

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure.

11

Item 9A.

Controls and Procedures.

11

Item 9B.

Other Information.

13

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance.

13

Item 11.

Executive Compensation.

16

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters.

18

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

18

Item 14.

Principal Accountant Fees and Services.

19

 

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules.

20

 

 

 

Signatures

21

 

 

Exhibit Index

22




3





PART I


ITEM 1

BUSINESS.


General


We were incorporated in the State of Nevada on March 24, 2011. We have not generated any revenues and the only operations to date are organizational matters, planning our website and developing our business plan.  


We have plans to change our business activities and or to combine with another business, and we are not aware of any events or circumstances that might cause its plans to change.


We have not begun operations and will not begin operations until we completed our public offering.  Our plan of operation is forward looking and there is no assurance of the future operations..


If we do not have sufficient capital to independently, we intend to rely on outside sources of financing to help develop our mandate for expansion.


Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to produce commercially successful products.  In order to succeed, we must develop or acquire organic farms appropriate for production and distribution.  We intend to rely on our president’s access to and relationships in order to facilitate that progress.


Organic refining business


The latest market research indicates a strong continuing upsurge in China’s organic consumables industry. The industry as grown rapidly from a fractional segment of China’s food industry, to a more prominent one. This area of food and product consumption is rising consistently. According to Biofach China, China is the second largest consumer market in the world, where the growth and consumption of Chinese organic products is expected to exceed the global average rate of organic consumption.


In 2008, the total value of organic production reached a height in the range of 16 billion RMB ($ 2.4 billion US), with exported organic products exceeding $500 million US dollars, along with the domestic organic market reaching $1.1 billion US dollars. According to Biofach, the world’s largest organic trade fair, the consumption of organic food tripled between 2007 and 2012.


As recent food safety issues have gained exposure, the organic product industry has correspondingly experience data transference in consumer buying habits in recent years. Particularly, consumers in the white collared demographic, as well as foreigners settling in the region, have become increasingly motivated to invest more in better quality food. Accordingly, research from Mintel on consumer lifestyles in China reveals that 80% of urban Chinese consumers claim that organic food and drink products are worth paying more for.



4





We intend to step into this advantageous segment of the Chinese industry. The opportunities opening before us are a significant indicator of how robust the growth potential is in this sector.  We firmly believe that the greatest potential for a high level of success is when timing and opportunity meet. At this stage in the game in the organic food market in China, it’s evident that the growth and revenue potential here can be exponential.


Lotus Bio-Technology will attempt to establish long-term relationships and strategic partnerships with various biological companies and medical distribution companies in China, including Hunan Cangshi, a successful proprietor, developer and producer of consumer related organic products, Phyto Nutraceutical Inc., which is developer, manufacturer, exporter and primary supplier of plant extracts and Changsha Huakang Biotechnology Development Co., Ltd, a company which specializes in extracting active ingredient of natural herbs and plants. Lotus intends to collaborate closely with Shanghai Ninth People’s Hospital and Shanghai Putuo People’s Hospital and as their direct supplier, which provides patients with premium quality of organic consumer products.


Hunan Cang Shi Biotech Ltd. is a biotech company that is located in Hunan Province, China with fixed asset of 6 million RMB. The Company mainly focuses on biological extraction from animals and related products.  The Company intends to work closely with Dao County Wan QIan Mo agricultural development Ltd. (local company) and develop Dao County farmland. Organics, although only a small portion of China’s food market, are on the rise in China, with the consumption of organic food out of total consumption tripling between 2007 and 2012 according to Biofach, the world’s largest organic trade fair. The purpose of this project is to develop the leading organic farmland in China and provide local customers the real organic food products with affordable prices and guarantees that all of them will be produced in an environmentally responsible way and not be grown with pesticides, synthetic fertilizers, antibiotics, growth hormones, or other dangerous chemicals. Rather than the local organic food that is certified by private firms, NGOs, and individual inspectors, the Company intends to work closely with The Chinese Organic Certification Center (COFCC), the agency officially in charge of certifying all organics and make sure that all of products from our farmland are properly labeled and certified with premium qualities. Besides the organic food, the Company also intends to grow Camellia Oleifera and traditional Chinese medicine (herbs) .Camellia Oleifera is notable as an important source of edible oil and its seeds can be pressed to yield tea oil, which is commonly used for medical and cosmetic purposes. Camellia seed oil also has anti-obesity properties and it is considered to have the highest antioxidant contents, higher than that of olive oil, or that of other high quality oils. The demand for Camellia oil and related products is enormous and the price of tea oil has increased from $5,000 USD per tonne to $10,000 USD per tonne in recent years.  


Labor Laws


We are not aware of any transgression of labour laws in any of the jurisdictions in which we operate.


ITEM 1A.

RISK FACTORS.


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



5





ITEM 1B.

UNRESOLVED STAFF COMMENTS.


None. 



ITEM 2.

PROPERTIES.


             None


ITEM 3.

LEGAL PROCEEDINGS.


We are not a party to any litigation.


ITEM 4.

MINE SAFETY DISCLOSURE.


Not applicable.


PART II


ITEM 5.

MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Our common stock commenced trading on the over-the-counter Bulletin Board.  It currently trades under the symbol “LBTD”.  Following is a table of the high bid price and the low bid price for each quarter during the last two years.


 

 

 

 

 

Fiscal Year – 2017

High Bid

Low Bid

First Quarter, Ending June 30, 2016

$

0.59

$

0.03

Second Quarter, Ending September 30, 2016

$

0.35

$

0.25

Third Quarter, Ending December 31, 2016

$

0.26

$

0.05

Fourth Quarter, Ending March 31, 2017

$

0.20

$

0.05

 

 

 

 

 

Fiscal Year – 2016

High Bid

Low bid

First Quarter, Ending June 30, 2015

$

0.33

$

0.10

Second Quarter, Ending September 30, 2015

$

0.51

$

0.51

Third Quarter, Ending December 31, 2015

$

0.33

$

0.19

Fourth Quarter, Ending March 31, 2016

$

0.25

$

0.25




6





Holders


As of July 14, 2017 there are 50 holders of record for our common stock. There are a total of 82,775,000 shares of common stock outstanding.


Section 15 (g) of the Securities Exchange Act of 1934


Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.


Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.


Securities Authorized for Issuance under Equity Compensation Plans


We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.


Common Stock

 

Our original authorized shares of common stock were 100,000,000 with a par value of $0.00001 per share.  During 2016, we declared a stock dividend of 29 additional shares of common stock for each one share of common stock outstanding.  This resulted in the issuance of 175,232,500 shares of common stock or an over issuance of 75,232,500 shares of common stock which were not authorized by our articles of incorporation. The 75,232,500 shares were void as a matter of law and have no rights. Mr. Nagy, our former president and controlling shareholder executed a consent as holder of a majority of the voting power to increase the authorized shares of common stock from 100,000,000 shares to 300,000,000 shares and followed that with the filing of amended articles of incorporation with the Nevada Secretary of State increasing the authorized shares of common stock.  The filing was accepted by the Nevada Secretary of State on July 21, 2015 and as a result the shares issued in the over-issuance, as of July 21, 2015 were duly authorized, validly issued and non-assessable, however we failed to comply with Section 14C of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) in that we did not file a preliminary information statement and definitive information statement explaining the shareholder action



7




and failed to distribute the same to our shareholders.  Until we file the preliminary and definitive information statement, certain beneficial provisions of the Exchange Act will be unavailable to us, including but not limited to the inability to use a Form S-3 registration statement.


The holders of our common stock:

 

 

 

*

have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

*

are entitled to share rateably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

*

do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

*

Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

 

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.


Preferred Stock


We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.


ITEM 6.

SELECTED FINANCIAL DATA.


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


ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.


This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.


We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.



8





Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated.  Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.   


Plan of Operation


All of the information following is based upon estimates. We are a start-up 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. (formerly known as Starflick.com); issuing stock to Zoltan Nagy, our former sole officer and director; developing our business plan and began developing our website. After much consideration the Company began to explore lucrative opportunities in other sectors and decided to focus on the refining and marketing of organic materials. Management has changed as Zoltan Nagy resigned and Michael Palethorpe was announced as new President and CEO. The Company also moved offices to Cave Creek Arizona from Point Roberts in Washington. Lotus Bio-Technology is an Arizona based bio-technology Development Company that intends to specialize in the refining of organic materials and the production of natural consumer related products. Our mandate is to grow various plants under strict organic standards and produce organic based consumer related products which completely natural. The hope the products will strike a balance between affordability and produced from an environmentally responsible way and not be grown with pesticides, synthetic fertilizers, antibiotics, growth hormones or other dangerous chemicals while ensuring a solid financial return for our shareholders.


Milestones


Over the next six months, we plan to update and increase our sales and marketing strategy to sell an increased variety of products in the Asian market.


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.  


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, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.  


Results of operations  


During the period June 30, 2016 through March 30, 2017, we have been continuing our pursuit of potential Organic business partnerships both local and abroad.



9





Liquidity and capital resources


As of March 31, 2017, our total assets were $5,463 and our total liabilities were $66,771 including $51,458 owing to Zoltan Nagy, our majority shareholder for advances made by him on our behalf.  As of March 31, 2017, we had cash and cash equivalents of $5.  


Stock Dividend


During the year ended March 31, 2015, we declared a 29 for 1 stock dividend.     


ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


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


ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

(FORMERLY KNOWN AS STARFLICK.COM)


 

 

 

 

Index

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-1

 

 

FINANCIAL STATEMENTS

 

 

 Balance Sheets

F-2

 

 Statements of Operations

F-4

 

 Statements of Changes in Stockholders’ Deficit

F-3

 

 Statements of Cash Flows

F-5

 

 

NOTES TO FINANCIAL STATEMENTS

F-6















10





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Sole Director and Stockholders of

Lotus Bio-Technology Development Corp. (formerly known as Starflick.com)

Kowloon Hong Kong


We have not audited the accompanying balance sheets of Lotus Bio-Technology Development Corp. (formerly known as Starflick.com) (the “Company”) as of March 31, 2017 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.











F-1





Lotus Bio-Technology Development Corp.

(formerly known as Starflick.com)

Balance Sheets

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

$

 

$

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

5

 

1,505

 

Total current assets

 

 

 

5

 

1,505

Property and equipment, net

 

 

 

5,458

 

-

TOTAL ASSETS

 

 

 

 

5,463

 

1,505

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

15,313

 

8,738

 

Due to related party

 

 

 

51,458

 

37,970

 

Total current liabilities

 

 

 

66,771

 

46,708

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

66,771

 

46,708

Stockholders’ Deficit

 

 

 

 

 

 

 

Share capital

 

 

 

 

 

 

 

 

Authorized:

 

 

 

 

 

 

 

 

100,000,000 preferred shares, par value $0.00001

 

 

 

 

 

 

300,000,000 common shares, par value $0.00001

 

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

 

 

No preferred shares

 

 

 

-

 

-

 

82,775,000 and 181,275,000 common shares, respectively

 

 

 

828

 

1,813

 

Additional paid-in capital

 

 

 

867,263

 

101,278

 

Accumulated deficit

 

 

 

(929,399)

 

(148,294)

 

Total stockholders' deficit

 

 

(61,308)

 

(45,203)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

5,463

 

1,505


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




F-2





Lotus Bio-Technology Development Corp.

 (formerly known as Starflick.com)

Statements of Operations

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    For the Year

 

                     For the Year

 

 

 

 

 

 

 

 

                        Ended

 

                     Ended

 

 

 

 

 

 

 

 

                         March 31

 

                        March 31,

 

 

 

 

 

 

 

 

                           2017

 

                          2016

 

 

 

 

 

 

 

 

                            $

 

                            $

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Accounting and legal

 

 

 

 

11,519

 

15,893

 

 

General and administrative

 

 

 

 

 

765,000

 

64

 

 

Stock transfer management

 

 

 

 

3,494

 

2,767

 

 

Amortization expense

 

 

 

 

1,092

 

-

 

Total operating expenses

 

 

 

 

 

781,105

 

18,724

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

(781,105)

 

(18,724)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

(781,105)

 

(18,724)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

 

 

 

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

 

181,526,366

 

181,275,000

 




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




F-3





Lotus Bio-Technology Development Corp.

 (formerly known as Starflick.com)

Statements of Changes in Stockholder's Deficit

For the Years ended March 31, 2017 and 2016

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

Common stock

 

Additional

 

Accumulated

 

Total

 

Shares

 

Amount

Shares

 

Amount

 

paid-in capital

 

Deficit

 

Stockholder's Deficit

Balance March 31, 2016

                        -

$

                        -

              181,275,000

$

               1,813

$

             101,278

$

           (129,570)

$

             (26,479)

Net loss

-

 

-

-

 

-

 

-

 

 (18,724)

 

 (18,724)

Balance March 31, 2016

-

$

-

181,275,000

$

1,813

$

101,278

$

 (148,294)

$

 (45,203)

Cancellation of

 

 

 

 

 

 

 

 

 

 

 

 

  common shares

-

 

-

(100,000,000)

 

 (1,000)

 

1,000

 

-

 

               -

Common stock issued for

  services

-

 

-

1,500,000

 

15

 

764,985

 

-

 

765,000

Net loss

-

 

-

-

 

-

 

-

 

 (781,105)

 

 (781,105)

Balance March 31, 2017

-

$

-

82,775,000

$

828

$

867,263

$

 (929,399)

$

 (61,308)












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






F-4





Lotus Bio-Technology Development Corp.

(formerly known as Starflick.com)

Statements of Cash Flows

Unaudited

 

 

 

 

 

 

 

For the Year

 

For the Year

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

March 31,

 

March 31,

 

 

 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

 

 

$

 

$

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

(781,105)

 

(18,724)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash

   used in operating activities

 

 

 

 

 

 

 

 

 

 

  Amortization expense

 

 

 

 

 

1,092

 

-

 

 

  Stock-based compensation

 

 

 

 

 

765,000

 

-

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

  Accounts payable and accrued liabilities

 

 

 

15,013

 

20,224

 

 

Net cash used in operating activities

 

 

-

 

(1,500)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

  Borrowing from related party

 

 

 

 

2,037

 

-

 

 

  Repayment to related party

 

 

 

 

(3,537)

 

-

 

 

Net cash used in financing activities

 

 

(1,500)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

(1,500)

 

1,500

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

 

1,505

 

5

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

 

 

5

 

1,505

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

-

 

-

 

Cash paid for income taxes

 

 

 

 

-

 

-

 

 

 

 

 

 

 

 

 

NON-CASH FINANCING AND INVESTING TRANSACTIONS

 

 

 

 

 

 

 

Purchase of software by related party on behalf of the Company

 

 

 

6,550

 

-

 

Expense paid by related party on behalf of the Company

 

 

 

8,438

 

17,206

 

Cancellation of common shares

 

 

 

1,000

 

-

 



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




F-5





Lotus Bio-Technology Development Corp.

(formerly known as Starflick.com)

Notes to the Unaudited Financial Statements


1. DESCRIPTION OF BUSINESS


Lotus Bio-Technology Development Corp. (formerly Starflick.Com) (“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.  


2. GOING CONCERN


The Company’s 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 an accumulated deficit $929,399 through March 31, 2016. The Company has not generated any operating revenues to date, the Company has negative working capital, 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.


3. SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


As at March 31, 2017 and 2016 cash and cash equivalents consist of only cash.


Accounting Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.


Property and equipment


Property and equipment are stated at cost less accumulated depreciation and amortization. When property and equipment is retired or otherwise disposed of, the net carrying amount is eliminated with any gain or loss on disposition recognized in earnings at that time. Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. As of March 31, 2017, the Company has $6,550 in software which is being depreciated over 3 years. The net book value is $5,458 as of March 31, 2017.


Impairment of long-lived assets


The Company reviews its long-lived assets, including property and equipment, identifiable intangibles, and goodwill annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows will be less than the carrying amount of the assets




F-6





Related party


The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions


Fair value of financial instruments


The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.


Our financial instruments consist principally of cash, accounts payable and accrued expenses and due to related party. ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments establish a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. 


Fair Value Hierarchy


The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).


Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:


Level 1   Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access.


Level 2   Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps).


Level 3   Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.


When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying amounts of cash, accounts payable and accrued expenses, and due to related party approximate fair value because of the short-term nature of these items.


Income taxes


Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.


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 years ended March 31, 2016 and 2015 is the same as basic loss per share as there are no potential dilutive equity instruments.



F-7





Capital Stock – share structure


The Company’s articles of incorporation 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. On this date the Board of Directors had 83.3% of common stock which have 83.3% voting in favor of this amendment. The Company’s articles of incorporation 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. All shares amount have been retroactively adjusted.


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 years March 31, 2017 and March 31, 2016. We account for non-employee share-based awards in accordance with ASC 505-50.


Recent Accounting Pronouncements


The Company’s management has considered all recent accounting pronouncements. Management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.


4.  DUE TO RELATED PARTY


During the years ended March 31, 2017 and 2016, the majority shareholder of the Company paid $8,438 and $17,206 of its operating expenses, respectively shareholder.


During the year ended March 31, 2017, the majority shareholder, on behalf of the Company, purchased $6,550 of software from a third party. Further, the Company borrowed $2,037 from the majority shareholder and repaid $3,537.


As at March 31, 2017 and 2016, the balance due to related party was $51,458 and $37,970, respectively. The balances due to the majority shareholder are unsecured, non-interest bearing and due on demand.


5. STOCKHOLDERS’ EQUITY


The Company’s articles of incorporation 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 increase in authorized shares of common stock has been retroactively reflected in our financial statements.


On March 30, 2016, the board of directors of the Company, agreed to cancel 100,000,000 of Mr. Nagy’s, the former officer of the Company, previously issued shares for no consideration. Mr. Nagy transferred/sold possession of 50,000,000 shares which represents approximately 60.40% of issued common shares as of March 31, 2016.





F-8





6.  INCOME TAX


The Company had net operating loss carryovers for federal income tax purposes totaling approximately $164,399 and $148,294, as of the years ended March 31, 2017 and 2016, respectively. The ultimate realization of such loss carryovers will be dependent on the Company attaining future taxable earnings. Based on the level of historical operating results and projections of future taxable earnings, management believes that it is more likely than not that the Company will not be able to utilize the benefits of these carryovers. Therefore, a full valuation allowance has been recorded against the gross deferred tax assets arising from these loss carryovers using an income tax rate of 35% resulting in deferred tax allowance of $57,540 and $51,540 for the year ended March 31, 2017 and 2016, respectively. If not utilized, the carryovers expire beginning in fiscal 2033. The Company has open tax years for 4 years prior to March 31, 2015.


The Company has not filed tax returns for the last 4 years.


Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). Ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively


7. SUBSEQUENT EVENTS


On June 19, 2017, Mr. Nagy, the sole director and President of the Company resigned from his position with immediate effect and was replaced by Mr. William Ko.


On April 7, 2016, the name of the Company was changed to Lotus Bio-Technology Development Corp.


On May 7th, 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 from May 7, 2016. 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% of the newly created subsidiary in Hong Kong. As of today that process has not completed.


During April 2016, the Company borrowed $6,450 from the current CEO to pay for expenses on behalf of the Company. The advances are unsecured, due on demand and non-interest bearing.




F-9





ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the years ended March 31, 2017 and 2016, included in this report have been audited by MaloneBailey, LLP, as set forth in this annual report.


ITEM 9A.

CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures


We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures  as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.


Limitations on the Effectiveness of Controls


Our management, including our CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.


The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.




11





CEO and CFO Certifications


Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.


Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2016. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Thread way Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of March 31, 2016, the Company’s internal control over financial reporting are not effective due to the following material weaknesses identified by management: (1) limited or lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, (2) Lack of multiple levels of supervision and review and (3) No independent directors.

  

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.




12





Changes in Internal Controls


There were no changes in our internal control over financial reporting during the year ended March 31, 2017 that have affected, or are reasonably likely to affect, our internal control over financial reporting.  


ITEM 9B.

OTHER INFORMATION.


None.   


PART III


ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


Our sole director will serve until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his or his successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.  


The name, address, age and position of our present sole officer and director is set forth below:


 

 

 

Name and Address

Age

Position(s)

 

 

 

William Ko

Kowloon Hong Kong

63

president, principal executive officer, principal financial officer, principal accounting officer, secretary, treasurer and sole member of the board of directors


The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.


Background of Our Sole Officer and Director


William Ko has been highly successful in business in a variety of business industries. He brings a vast array of experience particularly in real estate transactions and property development. Since 1976 William Ko has been involved in several successful  companies and real estate transactions in Hong Kong and abroad.  


On June 19, 2017 Mr. Nagy resigned as principal officer and Director. Mr. Nagy was replaced by William Ko.





13





Involvement in Certain Legal Proceedings


During the past ten years, Mr. Ko has not been the subject of the following events:


1.

A petition under the Federal bankruptcy laws or any state insolvency law 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 partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.

Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.

The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;


i)

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;

ii)

Engaging in any type of business practice; or

iii)

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;


4.

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 engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;


5.

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;




14





6.

Was 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;


7.

Was 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:


i)

Any Federal or State securities or commodities law or regulation; or

ii)

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

iii)

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


8.

Was 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 Exchange Act (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.   


Audit Committee Financial Expert


We do not have an audit committee financial expert.  We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.  


Conflicts of Interest


The only conflict that we foresee are that our sole officer and director will devote time to projects that do not involve us or are related in any manner to the film industry.


Section 16(a) of the Securities Exchange Act of 1934


Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) Forms they file.  This does not apply to Mr. Palethorpe as he holds no share position in the issuer.




15




ITEM 11.

EXECUTIVE COMPENSATION.


The following table sets forth the compensation paid by us for the last two fiscal years ended March 31, 2017 for former sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.  


Summary Compensation Table

 

 

 

 

 

 

 

 

 

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Name and

Principal

Position [1]

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

(S)

Change in

Pension Value &

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

 

 

 

 

 

 

 

 

 

 

Zoltan Nagy

2017

0

0

0

0

0

0

0

0

Former President

2016

0

0

0

0

0

0

0

0


We have no employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.


The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.  Further, no compensation has been paid subsequent to March 31, 2017.


There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.


Compensation of Directors


The sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to our directors. There are no contractual arrangements with our sole director. We have no director’s service contracts. The following table sets forth compensation paid to our sole director for our year end on March 31, 2017. Since that time we have not paid any compensation to former director Mr. Nagy either as an executive officer or as a director.




16





Director Compensation Table

 

 

 

 

 

 

 

 

 

(a)

(b)

 

(c)

(d)

(e)

(f)

(g)

(h)

Name

Earned or

Paid in Cash

($)

 

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension Value &

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

William Ko

     0 

 

     0

     0

          0

          0 

          0

     0

Zoltan Nagy, Former President

0

 

0

0

0

0

0

0


Long-Term Incentive Plan Awards


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


Indemnification


Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.




17




ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.


 

 

 

Name and Address

Beneficial Ownership [1]

Number of

Shares

Percentage

of Ownership

 

 

 

William Ko

0

0%

Zoltan Nagy Former Director/Officer

0

0%

All Officers and Directors as a Group

(2 persons)

0

0%


[1]

The person named above may be deemed to be a “parent” and “promoter” of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his/its direct and indirect stock holdings. Mr. Nagy is the only “promoter” of our company.

[2]

We are only authorized to issue 300,000,000 shares of common stock.  


Thirty for One Split


During the year ended March 31, 2015, there was a 30 for 1 stock dividend.  


ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


On March 24, 2011, we issued a total of 5,000,000 shares of restricted common stock to Zoltan Nagy, our former sole officer and director in consideration of $50.


In 2015, Mr. Nagy had meetings with movie distributors to source new independent films. Flights and other transportation to conduct business has been paid by Mr. Nagy.   In 2015, Mr. Nagy had been verifying a particular vendor’s suite of independent films and streaming media infrastructure to purchase and/or lease. These activities are part of the revised amended business plan of the Company. Monies and time have been used to validate the authenticity of the particular vendor, and an IT firm’s consultants were hired to verify the robustness of the technical infrastructure. These actions are conducted for the purpose of inspecting the possibility of purchasing the particular vendor’s entire suite of movies and IT operation concerning the movie streaming.  




18





Further, Mr. Nagy has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs.  As of March 31, 2017, Mr. Nagy advanced us $33,864 which was for expenses. As of March 31, 2017 and currently, $51,458 is due on demand.  Mr. Nagy will be reimbursed for funds advanced for our public offering up to a maximum of $30,000.  There is no written agreement evidencing the advancement of funds by Mr. Nagy or the repayment of the funds to Mr. Nagy.  The entire transaction was oral.


On June 19, 2017 Mr. Zoltan Nagy resigned as CEO and sole director and was replaced by William Ko as President and CEO and director of the company.


ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.


(1)

Audit Fees


The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:


 

 

 

 

2016

$

7,800

MaloneBailey, LLP

2015

$

7,800

MaloneBailey, LLP


Audit-Related Fees


None.


(3)

Tax Fees


None.


(4)

All Other Fees


None.  




19




PART IV


ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.


 

 

 

 

 

 

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed

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

302 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.

 

 

 

 




20





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 27th day of September, 2016.


 

 

 

 

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP. (FORMERLY KNOWN AS STARFLICK.COM))

 

 

 

BY:

William Ko

 

 

William Ko

 

 

President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.


 

 

 

Signature

Title

Date

 

 

 

William Ko

President, Principal Executive Officer, Principal

July 14, 2017

William Ko

Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors

 











21





EXHIBIT INDEX


 

 

 

 

 

 

 

 

Incorporated by reference

 

Exhibit

Document Description

Form

Date

Number

Filed

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

302 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.

 

 

 

 





22