Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant To Section 13 or 15(d) of The Securities
Exchange Act Of 1934
For the quarterly period ended March 31, 2012
|_| Transition Report Under Section 13 or 15(d) of The Securities Exchange
Act Of 1934
For the transition period from __________ to __________
Commission File Number: 333-171658
NANO LABS CORP.
----------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1307164
------------------------------------ ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Calle 4, #37
Fraccionamiento Industrial Alce Blanco
Municipality of Naucalpan
Estado de Mexico, Mexico MCP 53520
----------------------------------
(Address of principal executive offices, including Zip Code)
52-555-359-3446
---------------
(Issuer's telephone number, including area code)
Colorado Ceramic Tile, Inc.
4151 E. County Line Rd.
Centennial, CO 80122
---------------------------
(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 [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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 [ ] 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 April 30, 2012.
NANO LABS CORP.
FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended March 31, 2012
NANO LABS CORP.
Financial Statements
TABLE OF CONTENTS
Page
----
FINANCIAL STATEMENTS
Balance sheets 1
Statements of operation 2
Statements of cash flows 3
Notes to consolidated financial statements 5
NANO LABS CORP.
BALANCE SHEETS
Mar. 31, 2012
June 30, 2011 (Unaudited)
------------------ ----------------
ASSETS
Current assets
Accounts receivable $ 21,633 $ -
Inventory 17,552 -
------------------ ----------------
Total current assets 39,185 -
------------------ ----------------
Deposits 4,193 -
Fixed assets - net 4,305 -
------------------ ----------------
Total Assets $ 47,683 $ -
================== ================
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft 1,674 -
Accounts payable 243,629 230,914
Notes payable - current 208,235 50,400
Accrued interest payable 318 217
------------------ ----------------
Total current liabilities 453,856 281,531
------------------ ----------------
Long term liabilities
Notes payable 5,675 -
------------------ ----------------
Total long term liabilities 5,675 -
------------------ ----------------
Total Liabilities 459,531 281,531
------------------ ----------------
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 112,499 267,794
Accumulated deficit (532,472) (557,450)
------------------ ----------------
Total Stockholders' Equity (411,848) (281,531)
------------------ ----------------
Total Liabilities and
Stockholders' Equity $ 47,683 $ -
================== ================
The accompanying notes are an integral part of the financial statements.
1
NANO LABS CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
Mar. 31,
Mar. 31, 2011 Mar. 31, 2012 Mar. 31, 2011 2012
-------------- --------------- ---------------- -------------
Sales (net of returns) $ - $ - $ - $ -
Cost of goods sold - - - -
-------------- --------------- ---------------- -------------
Gross Profit - - - -
-------------- --------------- ---------------- -------------
Operating expenses:
Depreciation - - - -
General and administrative - - - -
-------------- --------------- ---------------- -------------
- - - -
-------------- --------------- ---------------- -------------
Gain (loss) from operations - - - -
-------------- --------------- ---------------- -------------
Other income (expense):
Interest expense - - - -
-------------- --------------- ---------------- -------------
Income (loss) from
continuing operations before
provision for
income taxes - - - -
Provision for income tax - - - -
-------------- --------------- ---------------- -------------
Income (loss) from
continuing operations $ - $ - $ - $ -
Discontinued operations:
Income (loss) from
discontinued
operations (including
loss on
disposal of $41,590) -
net of tax (42,737) (33,395) (135,340) (24,978)
-------------- --------------- ---------------- -------------
Net income (loss) $ (42,737) $ (33,395) $ (135,340) $ (24,978)
============== =============== ================ =============
Net income (loss) per share
(Basic and fully diluted):
Continuing operations - - - -
Discontinued operations (0.01) (0.00) (0.02) (0.00)
-------------- --------------- ---------------- -------------
Total operations $ (0.01) $ (0.00) $ (0.02) $ (0.00)
============== =============== ================ =============
Weighted average number of
common shares outstanding 8,125,000 8,125,000 6,366,667 8,125,000
============== =============== ================ =============
The accompanying notes are an integral part of the financial statements.
2
NANO LABS CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended Ended
Mar. 31, 2011 Mar. 31, 2012
----------------- ----------------
Cash Flows From Operating Activities:
Net income (loss) $ (135,340) $ (24,978)
Adjustments to reconcile net
loss to net cash provided
by (used for) operating
activities:
Discontinued operations 135,340 24,978
----------------- ----------------
Net cash provided by (used
for) operating activities - -
----------------- ----------------
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.
3
NANO LABS CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued From Previous Page)
Nine Months Nine Months
Ended Ended
Mar. 31, 2011 Mar. 31, 2012
----------------- ----------------
Cash Flows From Financing Activities:
- -
----------------- ----------------
Net cash provided by (used for)
financing activities - -
----------------- ----------------
Net Increase (Decrease) In Cash - -
Cash At The Beginning Of The Period - -
----------------- ----------------
Cash At The End Of The Period $ - $ -
================= ================
Schedule Of Non-Cash Investing And Financing Activities
In March 2012 the Company recorded $155,295 in paid in capital from related
party debt relief.
Supplemental Disclosure:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
The accompanying notes are an integral part of the financial statements.
4
NANO LABS CORP.
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. Through the end of March 2012 the Company sold and
installed stone and tile. At the end of the quarter ended March 2012 the Company
disposed of its tile business, by moving the related assets into a subsidiary
corporation, then selling that corporation to a former officer for a nominal
sum. Transferrable liabilities were either moved or sold. In April 2012 the
Company changed its name to Nano Labs Corp., and is currently evaluating various
business opportunities.
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.
5
NANO LABS CORP.
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.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation
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 adopted a plan of
reorganization which involved:
o disposing of its existing business; and
o 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 involved:
1) the transfer of all of the Company's assets to CCT, Inc., a
wholly-owned subsidiary of the Company;
2) the sale of CCT, Inc. to Sandie Venezia, an officer and director
of the Company for $500;
3) 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:
o approved a resolution changing the name of the Company to Carbon
Based Partners, Inc.
o increased the Company's authorized capital to 500,000,000 shares
of common stock.
o 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 each
sell 2,000,000 shares of the Company's common stock to CBP for cash.
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.
7
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.
On March 28, 2012 Bernardo Camacho Chavarria and Jose Manuel Flores
Hernandez were appointed directors of the Company.
Following the appointment of Mr. Chavarria and Mr. Hernandez, Sandie
Venezia and Mark Rodenbeck resigned as officers and directors of the Company.
Following the resignations of Ms. Venezia and Mr. Rodenbeck, Mr. Chavarria
and Mr. Hernandez were appointed to the positions shown below:
Name Position
---- --------
Bernardo Camacho Chavarria Chief Executive Officer and Principal
Financial and Accounting Officer
Jose Manuel Flores Hernandez Chairman of the Board of Directors and
Secretary
Bernardo Chavarria (age 33, August 27, 1978), for the past five years, has
been involved in financing and providing consulting services to numerous
development stage technology companies.
Jose Hernandez (age 69, September 22, 1942), for the past five years, has
been involved in financing and providing consulting services to numerous
development stage technology companies.
On March 28, 2012 Mr. Chavarria purchased 300,000 shares of the Company's
common stock from Ms. Venezia, and 300,000 shares of the Company's common stock
from Mr. Rodenbeck.
On March 28, 2012 Mr. Hernandez purchased 1,700,000 shares of the Company's
common stock from Ms. Venezia, and 1,700,000 shares of the Company's common
stock from Mr. Rodenbeck.
On March 28, 2012 Ms. Venezia purchased CCT from the Company for $500.
On March 28, 2012 the directors and shareholders of the Company approved,
by written consent, the following amendments to the Company's Articles of
Incorporation:
o an amendment changing the name of the Company from Colorado
Ceramic Tile, Inc. to Nano Labs Corp.; and
8
o an amendment effecting a forward stock split of the Company's
issued and outstanding common stock on a 25-for-1 basis.
The name change became effective on the OTC Bulletin Board on May 7, 2012.
The 25-for-1 forward stock split became effective on the OTC Bulletin Board
on May 10, 2012.
As the Company is no longer involved with the sale of tile and stone, the
Company, plans to become involved in the sale of proprietary industrial paints,
coatings and films manufactured with proprietary Nanotechnology.
Using Nanotechnology, the Company believes it can produce laminate, glass,
paints, coatings and films using less raw material and which will be thinner and
weigh significantly less than competing products. Construction costs are lower
for products using Nanotechnology due to the strength, profile and weight
differential. Shipping and breakage costs are also lower due to the product's
superior strength. The products which the Company plans to manufacture using
Nanotechnology resist breakage, scratching, pressure, heat, flame and UV
distortion better than any other products on the market today.
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 March 31, 2012, 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 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
9
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.
NANO LABS CORP.
May 11, 2012 By: /s/ Bernardo Camacho Chavarria
------------------------------
Bernardo Camacho Chavarria,
Principal Executive, Financial and
Accounting Officer
