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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 September 30, 2012

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:   333-171658

NANO LABS CORP.
(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.)
 
The Ford Building
615 Griswold St., 7th Floor, Suite 305
Detroit, Michigan, USA, 48226
(Address of principal executive offices, including Zip Code)
 
888-806-2315
 (Issuer’s telephone number, including area code)
 
Calle 4, #37
Fraccionamiento Industrial Alce Blanco
Municipality of Naucalpan
Estado de Mexico, Mexico MCP 53520
 (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: 204,125,000 shares of common stock as of  November 6, 2012.
 
 

 
 

 





 
 

 
NANO LABS CORP.

FINANCIAL STATEMENTS
(Unaudited)

Quarter Ended September 30, 2012
 
 









 
 

 
 
 
 
NANO LABS CORP.
Financial Statements


TABLE OF CONTENTS















 
 

 
 
 
NANO LABS CORP.
 
BALANCE SHEETS
 
             
             
         
Sept. 30, 2012
 
   
June 30, 2012
   
(Unaudited)
 
             
ASSETS
           
             
Total Assets
  $ -     $ -  
                 
LIABILITIES & STOCKHOLDERS' EQUITY
               
                 
Current liabilities
               
Accounts payable
  $ 161,566     $ 84,751  
Related party payables
    200       87,107  
Notes payable - current
    47,023       -  
Accrued interest payable
    226       -  
Total current liabilities
    209,015       171,858  
                 
Total Liabilities
    209,015       171,858  
                 
Stockholders' Equity
               
Preferred stock, $.001 par value;
               
10,000,000 shares authorized;
               
No shares issued & outstanding
    -       -  
Common stock, $.001 par value;
               
500,000,000 shares authorized;
               
179,125,000 shares
               
issued and outstanding
    179,125       179,125  
Additional paid in capital
    197,341       244,590  
Accumulated deficit
    (585,481 )     (595,573 )
                 
Total Stockholders' Equity
    (209,015 )     (171,858 )
                 
Total Liabilities and Stockholders' Equity
  $ -     $ -  
 
 
 
The accompanying notes are an integral part of the financial statements.
 
 
1

 
 
 
NANO LABS CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
             
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Sept. 30, 2011
   
Sept. 30, 2012
 
             
Revenues
  $ -     $ -  
                 
Operating expenses:
               
Depreciation
    -       -  
General and administrative
    -       10,092  
      -       10,092  
                 
Gain (loss) from operations
    -       (10,092 )
                 
Other income (expense):
    -       -  
                 
Income (loss) from continuing operations
               
before provision for income taxes
    -       (10,092 )
                 
Provision for income tax
    -       -  
                 
Income (loss) from continuing operations
  $ -     $ (10,092 )
                 
Discontinued operations:
               
Income (loss) from discontinued operations (including loss on disposal of $0) – net of tax
    (11,898 )     -  
                 
Net income (loss)
  $ (11,898 )   $ (10,092 )
                 
Net income (loss) per share
               
(Basic and fully diluted):
               
Continuing operations
    -       (0.00 )
Discontinued operations
    (0.00 )     -  
Total operations
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of common shares outstanding
    203,125,000       179,125,000  
 
 
 
The accompanying notes are an integral part of the financial statements.
 
 
2

 

NANO LABS CORP.
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
             
             
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Sept. 30, 2011
   
Sept. 30, 2012
 
             
Cash Flows From Operating Activities:
           
Net income (loss)
  $ (11,898 )   $ (10,092 )
                 
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
               
Related party payables
    -       10,092  
Discontinued operations
    11,898       -  
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)
 
 
3

 

NANO LABS CORP.
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
             
             
(Continued From Previous Page)
 
             
             
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
Sept. 30, 2011
   
Sept. 30, 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
         
                 
None
               
                 
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

Nano Labs Corp. (the “Company”), was incorporated in the State of Colorado on March 27, 1995. The Company intends to acquire for its own use or licensing to others coatings and laminates made from microscopic particles known as “nanotechnology”.

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 was formed in Colorado on March 27, 1995 primarily to sell and install stone, tile and marble products used in residential and commercial buildings.

The Company’s business plan involved opening additional stores in Colorado.  However, the Company was unable to raise the additional capital required to open additional stores due to the recent decline in residential and commercial construction.
 
As a result, in spring of 2012, the Company reorganized by:

 
1)
transferring all of its assets to CCT, Inc., a wholly-owned subsidiary of the Company;
 
 
2)
selling CCT, Inc. to Sandie Venezia, a former officer and director of the Company, for $500;
 
 
3)
changing the name of the Company to Nano Labs Corp.;
 
 
4)
changing the authorized capital of the Company to 500,0000,000 shares of common stock and 10,000,000 shares of preferred stock; and
 
 
5)
1 forward splitting the Company’s common stock on a 25 for 1 basis.
 
As part of this reorganization, Sandie Venezia and Mark Rodenbeck appointed Bernardo Camacho Chavarria and Jose Manuel Flores Hernandez directors of the Company and then resigned as officers and directors.

Prior to the forward stock split, Ms. Venezia and Mr. Rodenbeck, sold a total of 4,000,000 shares of the Company’s common stock to Mr. Chavarria and Mr. Hernandez for $105,768 in cash.
 
After the forward stock split, Mr. Chavarria and Mr. Hernandez sold 100,000,000 shares of the Company’s common stock back to the Company for a nominal amount of cash.
 
In July 2012 the Company acquired “nanotechnology” from Respect Innovations, Inc. in exchange for 100,000,000 shares of the Company’s common stock.
 
Nanotechnology involves mixing microscopic particles into paints, coatings and films that can be applied to most surfaces to provide temperature resistance and increased structural integrity.
 
On October 2, 2012 the Company terminated its agreement with Respect relating to the acquisition of Respect’s nanotechnology.  The 100,000,000 shares of the Company’s common stock originally issued to Respect in exchange for the assignment of the nanotechnology were returned to the Company.  In connection with the termination of its agreement with Respect, the Company sold all of its shares in its wholly owned subsidiary, Respect American Glass, Inc., to one of Respect’s officers for a nominal price.
 
 
 
7

 
 
 
On October 10, 2012:

 
the Company acquired new nanotechnology from Dr. Victor Castaño in exchange for 101,000,000 shares of the Company’s common stock.

 
the Company appointed Dr. Castaño as a Director and as its Chief Technological and Scientific Officer.

 
Jose Manual Flores Hernandez resigned as an Officer and Director.
 
The technology acquired from Dr. Castaño uses nanotechonology to produce a coating that can be applied to almost any surface, has low thermal conductivity and protects surfaces from water leaks, corrosions and rust.
 
The Company expects its Nano coating will retail for approximately $20.00 to $30.00 per gallon.
 
The Company is pursuing opportunities for global market leadership in the field of nanotechnology, a sector with the prospect of $2.6 trillion in global revenues – representing 15 per cent of all projected global manufacturing – by 2014.
 
The Company’s activities in nanotechnology comprise the art and science of modifying  matter at molecular and atomic scales to create what the Company believes are remarkable products and materials for industrial and consumer product applications.
 
The Company’s Chief Research and Innovation Officer, Professor Victor Castano, brings with him an innovative portfolio of more than 500 peer-reviewed and published papers, products, and prototypes representing some 30 years of his work in in the field.
 
The Company’s business model is to offer a range of next generation products covering many sectors of the economy, including energy and fuel, health and medicine, food and agriculture, plus nano products and materials with the potential for broad-based industrial and consumer applications. The Company’s plan of operation is as follows:

 
  Projected
Activity
 
Completion Date
     
Completion of patent work
 
November 2012
Manufacture coatings using third party contractors
 
January 2013
Marketing
 
March 2013
 
The Company has never earned a profit and expects to incur losses during the foreseeable future and may never be profitable. The Company will need to earn a profit or obtain additional financing until it is able to earn a profit. The Company does not know what the terms of any future financing may be, but any future sale of equity securities would dilute the ownership of existing stockholders. The failure to obtain the capital the Company requires will result in a slower implementation of its business plan. There can be no assurance that the Company will be able to obtain any capital which is needed. The Company does not have any commitments from any person to provide it with any additional capital.
 
 
 
 
8

 
 
 
As of November 6, 2012 the Company employed one person on a part time basis and one person on a full time basis.
 
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on financial condition, changes in financial condition, results of operations, liquidity or capital resources.
 
The Company does not know of any trends, demands, commitments, events or uncertainties that will result in, or that reasonably likely to result in, liquidity increasing or decreasing in any material way.
 
The Company does not know of any significant changes in its expected sources and uses of cash.

Results of Operation

Since the Company abandoned its old business plan in February 2012 and began its new business in May 2012, a comparison of the results of operation for the three months ended September 30, 2012 with the prior period would not be meaningful.

 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 September 30, 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 September 30, 2012.
 
(b)     Changes in Internal Controls.  There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2012, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 
PART II
 
Item 6.   Exhibits

Exhibits

 
 
 
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.
 
     
       
November 8, 2012
By:
/s/ Bernardo Camacho Chavarria  
    Bernardo Camacho Chavarria  
    Principal Executive, Financial and Accounting Officer  


 
 

 

 
 
 

 






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