UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A No.2

☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

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

Commission File Number 000-55281

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

#108 2559 Parkview lane Port Coquitlam BC Canada V3c6m1

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

(778) 814-7729

(Registrant’s telephone number, including area code)

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 ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically, 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 ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of February 9, 2021, there were 782,775,000 shares of the registrant's $0.00001 par value common stock issued and outstanding.

Explanatory Note:

The purpose of this Amendment No. 2 to Form 10-Q/A for the six months ended September 30, 2017, is for the following purposes:

	1)	Remove assets that had been written off and/or consumed in the prior year;
	2)	Correct accounts payable;
	3)	Correct accounting for operating expenses.

PART I
Item 1.	Unaudited Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II		12
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mining Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13
	Signatures	14

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

TABLE OF CONTENTS

Balance Sheets as of September 30, 2017 (unaudited) and March 31, 2017 (audited) (restated)	2

Statements of Operations for the Three and six Months ended September 30, 2017 (restated) and 2016 (unaudited)	3

Statement of Changes in Stockholders’ Deficit for the Three and Six Months ended September 30, 2017 (restated) and 2016 (unaudited)	4

Statement of Cash Flows for the Six Months ended September 30, 2017 (restated) and 2016 (unaudited)	5

Notes to Financial Statements (restated) (unaudited)	6

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

BALANCE SHEETS

	September 30, 2017			March 31, 2017
	(Restated)/ (Unaudited)			(Restated)/ (Audited)
ASSETS
Current Assets:
Cash	$	1		$	1
Total current assets		1			1

Total Assets	$	1		$	1

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	11,011		$	11,650
Loan payable		6,450			6,450
Due to related party		63,759			62,759
Total Current Liabilities		81,220			80,859
Total Liabilities		81,220			80,859

Commitments and contingencies		-			-

Stockholders’ Deficit:
Preferred Stock, par value $0.00001, 100,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, par value $0.00001, 300,000,000 shares authorized; 232,775,000 and 82,775,000 shares issued and outstanding, respectively		2,328			828
Additional paid-in capital		880,763			867,263
Accumulated deficit		(964,310	)		(948,949	)
Total Stockholders’ Deficit		(81,219	)		(80,858	)
Total Liabilities and Stockholders’ Deficit	$	1		$	1

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

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2017			2016			2017			2016
	(Restated)						(Restated)
Operating Expenses:
General and administrative	$	271		$	3,111		$	361		$	4,621
Officer stock compensation		15,000			-			15,000
Total operating expenses		15,271			3,111			15,361			4,621

Loss from operations	$	(15,271	)	$	(3,111	)	$	(15,361	)	$	(4,621	)

Net loss before provision for income tax		(15,271	)		(3,111	)		(15,361	)		(4,621	)
Provision for income tax		-			-			-			-
Net Loss	$	(15,271	)	$	(3,111	)	$	(15,361	)	$	(4,621	)

Loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding, basic and diluted		131,688,043			82,775,000			107,231,522			82,775,000

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

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2016 AND 2017

(Unaudited)

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balance, March 31, 2016		82,775,000	$	828	$	867,263	$	(929,399	)	$	(61,308	)
Net Loss		-		-		-		(1,510	)		(1,510	)
Balance, June 30, 2016		82,775,000		828		867,263		(930,909	)		(62,818	)
Net Loss		-		-		-		(3,111	)		(3,111	)
Balance, September 30, 2016		82,775,000	$	828	$	867,263	$	(934,020	)	$	(65,929	)

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balance, March 31, 2017 (restated)		82,775,000	$	828	$	867,263	$	(948,949	)	$	(80,858	)
Net Loss (restated)		-		-		-		(90	)		(90	)
Balance, June 30, 2017 (restated)		82,775,000		828		867,263		(949,039	)		(80,948	)
Shares issued for services – related party		150,000,000		1,500		13,500		-			15,000
Net Loss (restated)		-		-		-		(15,271	)		(15,271	)
Balance, September 30, 2017 (restated)		232,775,000	$	2,328	$	880,763	$	(964,310	)	$	(81,219	)

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

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended September 30,
	2017			2016
	(Restated)
Cash flows from operating activities:
Net Loss	$	(15,361	)	$	(4,621	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		-			546
Common stock issued for officer compensation		15,000			-
Changes in operating assets and liabilities:
Accounts payable		(639	)		(5,419	)
Net cash used in operating activities		(1,000	)		(9,494	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Related party advances		1,000			9,490
Net cash provided by financing activities		1,000			9,490

Net change in cash		-			(4	)
Cash, beginning of period		1			5
Cash, end of period	$	1		$	1

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	-		$	-

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

LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

NOTES TO RESTATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Lotus Bio-Technology Development Corp.

(formerly Starflick.Com) (“we”, “our”, the “Company”) was formed on March 24, 2011. The company is actively seeking out new opportunities in the Organic and Bio-technology space.

The Company accepted the resignation of Zoltan Nagy on June 19, 2017, resigning his position on the Board of Directors, as well as his positions as the sole officer, including principal executive officer and principal financial officer.

Effective June 19, 2017 the Board of Directors appointed William Ko to the Board of Directors and as sole officer, including principal executive officer and principal financial officer.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited restated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending March 31, 2018. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2017.

Use of estimates

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

Recently issued accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and applicable. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs and has an accumulated deficit of $964,310, ($780,000 of which is from non-cash stock compensation expense). The Company’s 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 restated financial statements do not include any adjustments that might result from this uncertainty. Activities to date have been supported by equity financing and demand loans from the Company’s major shareholder. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan and new course of action.

NOTE 4 – LOAN PAYABLE

As of September 30, 2017, the Company owed the former CEO $6,450 for cash advances used to pay certain administrative expenses. The advance is unsecured, non-interest bearing and due on demand.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of September 30, 2017 and March 31, 2017, the balance due to the CEO is $63,759 and $62,759, respectively. The balance due is unsecured, non-interest bearing and due on demand.

On August 30, 2017, the Company issued 150,000,000 shares of common stock to Mr. Nagy for services rendered. The shares were valued at $0.0001 for total non-cash stock compensation expense of $15,000.

NOTE 6 – PREFERRED STOCK

The Company has 100,000,000 shares of preferred stock authorized. The preferred stock may be divided into and issued in series and designated at the authorization of the Board when deemed necessary.

NOTE 7 – RESTATEMENT

The March 31, 2017 financial statements were restated to correct errors in accounting for assets, accounts payable, operating expenses and removing the accounting for stock for services.

The following table summarizes changes made to the March 31, 2017 balance sheet.

	March 31, 2017
	As Reported			Adjustment			As Restated
Balance Sheet:
Cash	$	5		$	(4	)	$	1
Property & equipment		5,458			(5,458	)		-
Total assets	$	5,463			(5,462	)	$	1

Accounts payable	$	15,313		$	(3,663	)	$	11,650
Loan payable		-			6,450			6,450
Due to related party		51,458			11,301			62,759
Total liabilities		66,771			14,088			80,859

Common stock		828			-			828
Additional paid-in capital		867,263			-			867,263
Accumulated deficit		(929,399	)		(19,550	)		(948,949	)
Total Stockholders’ Deficit		(61,308	)		(19,550	)		(80,858	)
Total liabilities and stockholders’ deficit	$	5,463		$	(5,462	)	$	1

The September 30, 2017 financial statements are being restated to correct errors in accounting for assets, accounts payable, and operating expenses.

The following table summarizes changes made to the September 30, 2017 balance sheet.

	September 30, 2017
	As Reported			Adjustment			As Restated
Balance Sheet:
Cash	$	5		$	(4	)	$	1
Property & equipment		5,458			(5,458	)		-
Total assets	$	5,463			(5,462	)	$	1

Accounts payable	$	15,313		$	(4,302	)	$	11,011
Loan payable		-			6,450			6,450
Due to related party		51,458			12,301			63,759
Total liabilities		66,771			14,449			81,220

Common stock		828			1,500			2,328
Additional paid-in capital		867,263			13,500			880,763
Accumulated deficit		(929,399	)		(34,911	)		(964,310	)
Total Stockholders’ Deficit		(61,308	)		(19,911	)		(81,219	)
Total liabilities and stockholders’ deficit	$	5,463		$	(5,462	)	$	1

The following table summarizes changes made to the September 30, 2017 Statements of Operations.

	For the three months ended September 30, 2017
	As Reported			Adjustment			As Restated
Accounting and legal	$	6,969		$	(6,969	)	$	-
Officer compensation		-			15,000			15,000
General and administrative		4,860			(4,589	)		271
Stock transfer management		610			(610	)		-
Amortization expense		546			(546	)		-
Net Loss	$	(12,985	)	$	(2,286	)	$	(15,271	)

	For the six months ended September 30, 2017
	As Reported			Adjustment			As Restated
Accounting and legal	$	10,581		$	(10,581	)	$	-
Officer compensation		4,500			10,500			15,000
General and administrative		4,880			(4,519	)		361
Stock transfer management		1,053			(1,053	)		-
Amortization expense		1,638			(1,638	)		-
Net Loss	$	(22,652	)	$	7,291		$	(15,361	)

NOTE 8 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following.

Effective November 21, 2017, the Company increased its authorized common stock to 800,000,000 shares, par value $0.001, and decreased its preferred stock to 50,000,000 shares, par value $0.001.

On December 1, 2017, the company issued 550,000,000 shares of common stock to friends and family for total cash proceeds of $55,000. The proceeds were used to make payments on the related part debt of $50,000 and $5,000 on November 16, 2017 and November 24, 2017, respectively.

The Company accepted the resignation of William Ko on December 18, 2018, resigning his position on the Board of Directors and his positions as the sole officer, including principal executive officer and principal financial officer.

Effective April 10, 2019, the Board of Directors appointed Zoltan Nagy to the Board of Directors and as sole officer, including principal executive officer and principal financial officer. Mr. Nagy will serve on the board until the next annual shareholders meeting.

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

Forward-Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

●

our future strategic plans;

●

our future operating results;

●

our business prospects;

●

our contractual arrangements and relationships with third parties;

●

the dependence of our future success on the general economy;

●

our possibility of not successfully raising future financings; and

●

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Company Overview

Lotus Bio-Technology Development Corp. (formerly Starflick.Com) (“we”, “our”, the “Company”) was formed on March 24, 2011. Lotus Bio-Technology Development Corp. is a company that is actively seeking out new opportunities in the Organic and Bio-technology space. Our mandate is to search for companies that are synergistic in our belief that we are an environmentally friendly corporation.

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

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

We have not yet recognized any revenue as of September 30, 2017.

For the three months ended September 30, 2017 our net loss was $15,271 compared to $3,111 for the three months ended September 30, 2016. During the three months ended September 30, 2017, we issued 150,000,000 shares of common stock to our CEO for total non-cash expense of $15,000.

Six Months Ended September 30, 2017 compared to the Six Months Ended September 30, 2016

We have not yet recognized any revenue as of September 30, 2017.

For the six months ended September 30, 2017 our net loss was $15,361 compared to $4,621 for the six months ended September 30, 2016. During the six months ended September 30, 2017, we issued 150,000,000 shares of common stock to our CEO for total non-cash expense of $15,000.

Liquidity and Capital Resources

As of September 30, 2017, we have no available cash, liabilities of $81,220 and an accumulated deficit of $964,310. During the six months ended September 30, 2017 we used $1,000 of cash in operating activities.

Liquidity and Capital Resources

Our sole officer and sole director is willing to advance funds to us on an as needed basis until such time as we can sustain our operations without his assistance. At the present time, we have not made any arrangements to raise additional cash, other than through as described herein. If we need additional cash and can’t raise it and/or Mr. Nagy will not advance the same, we will either have to suspend operations until we do raise the cash or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

Critical Accounting Estimates and Policies

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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended September 30, 2017.

The following aspects of the Company were noted as potential material weaknesses:

●

lack of an audit committee

●

lack of segregation of duties

●

Untimely preparation of required SEC filings

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item; however, due to the current circumstance we have chosen to include the following risk factor.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

No.		Description
31.1		Chief Executive Officer and Chief Financial Officer Section 302 Certification

32.1		Section 1350 Certification

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.

	LOTUS BIO-TECHNOLOGY DEVELOPMENT CORP.

	BY:	/s/ Zoltan Nagy
		Zoltan Nagy
		President, Chief 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*

/s/ Zoltan Nagy	President, Chief Executive Officer,	February 23, 2021
Zoltan Nagy	Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

Lotus Biotech Development Corp. 10-Q/A