Nano Labs Corp. - FORM 10-Q/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Nano Labs Corp.	Financial_Report.xls
EX-31.2 - COLORADO CERAMIC TILE 10Q/A, CERTIFICATION 302, CFO - Nano Labs Corp.	cctexh31_2.htm
EX-31.1 - COLORADO CERAMIC TILE 10Q/A, CERTIFICATION 302, CEO - Nano Labs Corp.	cctexh31_1.htm
EX-32.1 - COLORADO CERAMIC TILE 10Q/A, CERTIFICATION 906, CEO/CFO - Nano Labs Corp.	cctexh32_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q /A

Amendment #1

x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2011

o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number: None

COLORADO CERAMIC TILE, INC.

(Exact name of registrant as specified in its charter)

Colorado	84-1307164
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4151 E. County Line Rd.

Centennial, CO 80122

(Address of principal executive offices, including Zip Code)

303-721-9198

(Issuer’s telephone number, including area code)

____________________________________________

(Former name or former address if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 o

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 x No o

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

	Large accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 8,125,000 shares of common stock as of February 10, 2012.

Explanatory Note for Amendment 1:

This amendment 1 to our Quarterly report only furnishes the XBRL presentation not filed with the original 10Q filed on February 15, 2012. No other changes revisions or updates were made to the original filing.

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PART I

Item 1. Financial Statements

COLORADO CERAMIC TILE, INC.

FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended December 31, 2011

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COLORADO CERAMIC TILE, INC.

Financial Statements

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		Page

FINANCIAL STATEMENTS
	Balance sheets	3
	Statements of operation	4
	Statements of cash flows	5
	Notes to consolidated financial statements	7

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COLORDO CERAMIC TILE, INC.
BALANCE SHEETS


	June 30, 2011			Dec. 31, 2011
				(Unaudited)
ASSETS

Current assets
Accounts receivable	$	21,633		$	32,894
Inventory		17,552			18,389
Total current assets		39,185			51,283

Deposits		4,193			4,193
Fixed assets - net		4,305			656

Total Assets	$	47,683		$	56,132

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities
Bank overdraft	$	1,674		$	3,652
Accounts payable		243,629			246,230
Notes payable - current		208,235			209,466
Accrued interest payable		318			215
Total current liabilities		453,856			459,563

Long term liabilities
Notes payable		5,675			-
Total long term liabilities		5,675			-

Total Liabilities		459,531			459,563

Stockholders' Equity
Preferred stock, $.001 par value;
10,000,000 shares authorized;
No shares issued & outstanding		-			-
Common stock, $.001 par value;
100,000,000 shares authorized;
8,125,000 shares issued and outstanding		8,125			8,125
Additional paid in capital		112,499			112,499
Accumulated deficit		(532,472	)		(524,055	)

Total Stockholders' Equity		(411,848	)		(403,431	)
Total Liabilities and Stockholders' Equity	$	47,683		$	56,132

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

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COLORDO CERAMIC TILE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	Dec. 31, 2010			Dec. 31, 2011			Dec. 31, 2010			Dec. 31, 2011

Sales (net of returns)	$	162,663		$	199,769		$	434,862		$	450,362
Cost of goods sold		110,128			163,890			304,855			298,620
Gross Profit		52,535			35,879			130,007			151,742

Operating expenses:
Depreciation		3,682			1,824			7,351			3,649
General and administrative		124,991			22,592			209,662			145,474
		128,673			24,416			217,013			149,123

Gain (loss) from operations		(76,138	)		11,463			(87,006	)		2,619

Other income (expense):
Gain on debt relief		-			7,906			-			7,906
Interest expense		(3,664	)		(1,083	)		(5,597	)		(2,108	)
		(3,664	)		6,823			(5,597	)		5,798
Income (loss) before
provision for income taxes		(79,802	)		18,286			(92,603	)		8,417

Provision for income tax		-			-			-			-

Net income (loss)	$	(79,802	)	$	18,286		$	(92,603	)	$	8,417

Net income (loss) per share
(Basic and fully diluted)	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00

Weighted average number of
common shares outstanding		8,125,000			8,125,000			6,062,500			8,125,000

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

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COLORADO CERAMIC TILE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)


	Six Months			Six Months
	Ended			Ended
	Dec. 31, 2010			Dec. 31, 2011

Cash Flows From Operating Activities:
Net income (loss)	$	(92,603	)	$	8,417

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation		7,351			3,649
Accounts receivable		24,675			(11,261	)
Inventory		(51	)		(837	)
Bank overdraft		(4,329	)		1,978
Gain on debt relief		-			(7,906	)
Accrued payables		40,693			2,523
Net cash provided by (used for)
operating activities		(24,264	)		(3,437	)

Cash Flows From Investing Activities:
		-			-
Net cash provided by (used for)
investing activities		-			-




(Continued On Following Page)

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

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COLORADO CERAMIC TILE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)


(Continued From Previous Page)



	Six Months			Six Months
	Ended			Ended
	Dec. 31, 2010			Dec. 31, 2011

Cash Flows From Financing Activities:
Notes payable - borrowings		11,300			29,300
Notes payable - payments		(15,303	)		(25,863	)
Sales of common stock		82,500			-
Net cash provided by (used for)
financing activities		78,497			3,437

Net Increase (Decrease) In Cash		54,233			-

Cash At The Beginning Of The Period		-			-

Cash At The End Of The Period	$	54,233		$	-


Schedule Of Non-Cash Investing And Financing Activities

None

Supplemental Disclosure:

Cash paid for interest	$	5,454		$	2,033
Cash paid for income taxes	$	-		$	-

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

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COLORADO CERAMIC TILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Colorado Ceramic Tile, Inc. (the “Company”), was incorporated in the State of Colorado on March 27, 1995. The Company sells and installs stone and tile.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.

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COLORADO CERAMIC TILE, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectibility is reasonably assured.

Income tax

The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.

Long-Lived Assets

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation

The following discussion analyzes the Company’s financial condition and summarizes the results of operations for the three months ended December 31, 2011 and the six months ended December 31, 2011 and 2010. This discussion and analysis should be read in conjunction with the Company’s financial statements included as part of this report.

The Company currently sells a variety of hard surfacing products, including ceramic and porcelain tile, natural stone, glass, metal accents, hardwood flooring, rubber and leather flooring, engineered counter surfaces, as well as custom shower doors.

The Company’s products can be used in numerous applications including:

	●	Flooring;
	●	Wall Coverings;
	●	Kitchens;
	●	Decks and Patios;
	●	Bath and Shower Enclosures; and
	●	Swimming Pool and Spas.

The Company also offers installation services through experienced independent contractors.

Results of Operations

Material changes of items in the Company’s Statement of Operations for the three months ended December 31, 2011 as compared to the same period in the prior year are discussed below:

	Increase (I)
Item	or Decrease (D)		Reason

Sales		I	Small commercial installations.

Gross Profit (as a percent of sales)		D	Sale of products with lower margins.

General and Administrative Expenses		D	Reduction in compensation to officers and employees.

Material changes of items in the Company’s Statement of Operations for the six months ended December 31, 2011 as compared to the same period in the prior year are discussed below:

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	Increase (I)
Item	or Decrease (D)		Reason

Sales		I	Small commercial jobs.

Gross Profit (as a percent of sales)		I	Sale of products with higher margins.

The factors that most significantly affected the Company’s results of operations were:

the prices of tile, marble and stone; and

ii)

the condition of the residential and commercial construction markets.

Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or were reasonably expected to have, a material impact on the Company’s sales, revenues, expenses or results of operations.

Liquidity and Capital Resources

The Company’s sources and (uses) of funds for the six months ended December 31, 2011 and 2010 are shown below:

	Six Months Ended December 31,
	2010			2011
Net cash provided (used) by
Operations	$	(24,264	)	$	(3,437	)
Loan Proceeds		11,300			29,300
Repayment of loans		(15,303	)		(25,863	)
Sale of common stock		82,500			--

The Company does not have any commitments or arrangements from any person to provide it with any additional capital. If additional financing is not available when needed, the Company may need to alter its business plan. The Company may not be successful in raising the capital needed.

Other than as disclosed above, the Company does not know of any

●

trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, any material increase or decrease in the Company’s liquidity; or

●

significant changes in the Company’s expected sources and uses of cash.

Contractual Obligations

The Company’s material future contractual obligations as of December 31, 2011 were as follows:

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	Amounts due during twelve months ending December 31,
Item	Total		2012		2013		2014

Notes Payable	$	209,466	$	209,466		--		--

Accounting Policies

See Note 1 to the financial statements included as part of this report for a description of critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.

Plan of Reorganization

The Company’s business plan involved opening additional stores in Colorado. However, the Company has been unable to raise the additional capital required to open additional stores, due to the current recession which has, in particular, impacted the construction and home improvement sectors.

With a view to enhancing shareholder value, the Company plans to reorganize by:

●

disposing of its existing business; and

●

acquiring another business that is not involved with the construction or home improvement industries.

On November 29, 2011 a reorganization plan was approved by the shareholders that involed:

the transfer of all of the Company’s assets to CCT, Inc., a wholly-owned subsidiary of the Company;

the sale of CCT, Inc. to Sandie Venezia, an officer and director of the Company for $500;

the Company’s acquisition of the assets of Carbon Based Partners, LLC (“CBP”) for $500.

In connection with the plan of reorganization, the Company’s shareholders:

●

approved a resolution changing the name of the Company to Carbon Based Partners, Inc.

●

approved a forward split the Company’s common stock on a 36 for 1 basis.

As part of the reorganization, Sandie Venezia and Mark Rodenbeck, both officers, directors and principal shareholders of the Company, agreed to:

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●

each sell 2,000,000 shares of the Company’s common stock to CBP for cash,

●

appoint the management of CBP as management of the Company and then

●

resign as officers and directors of the Company.

In November, 2011, the Company and CBP executed an Asset Purchase Agreement and Ms. Veneza, Mr. Rodenbeck and CBP executed a Stock Purchase Agreement pursuant to the plan of reorganization. In December 2011 both agreements were mutually terminated.

On February 14, 2012 shareholders owning a majority of the Company’s outstanding shares adopted resolutions which changed the name of the Company back to Colorado Ceramic Tile, Inc. and reversed split the Company’s outstanding shares of common stock on a 1 for 36 basis.

Item 4. Controls and Procedures.

(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company’s management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of December 31, 2011, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2011.

(b) Changes in Internal Controls. There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2011, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

Item 6. Exhibits

Exhibits

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

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

	COLORADO CERAMIC TILE, INC.

March 23, 2012	By:	/s/ Sandie Venezia
		Sandie Venezia
		Principal Executive and Financial Officer

Nano Labs Corp. - FORM 10-Q/A - March 23, 2012

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Nano Labs Corp. Reports