SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 1, 2012
NANO LABS CORP.
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(Name of Small Business Issuer in its charter)
Colorado 333-171658 84-1307164
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
Calle 4, #37
Fraccionamiento Industrial Alce Blanco
Municipality of Naucalpan
Estado de Mexico, Mexico MCP 53520
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: 52-555-359-3446
N/A
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(Former name or former address if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement.
On June 1, 2012 the Company entered into an agreement with Respect
Innovations, Inc. ("Respect") relating to the acquisition from Respect of
technology which uses microscopic particles to form solid laminates and chemical
coatings.
The Company plans to use this technology, known as "nanotechnology" to
develop and manufacture various laminates and coatings for use on windows and
surfaces. The Company believes that the nanotechnology has benefits such as heat
retention, wind resistance, blast mitigation, ballistic resistance and smash
resistance. Furthermore, the nanotechnology would allow for the imprint of radio
frequency bands and other information into the laminate or coating for
identification and tracking purposes. The laminates and coatings can be
manufactured in any color.
The assets relating to the nanotechnology that the Company will acquire
from Respect include:
(a) All plans, specifications, drawings, concepts, designs,
engineering studies and reports, test results, models, manufacturing
processes and flowcharts;
(b) All raw materials, supplies, work in progress, finished product
and lists of suppliers;
(c) All software programs and software code relating thereto, if any
and all copies and tangible embodiments of the software programs and
software code (in source and object code form), together with all
documentation related to such programs and code;
(d) All intellectual property rights including but not limited to all
patents and intellectual property, patent applications, trademarks, trade
names, copyrights, exercisable or available in any jurisdiction of the
world;
(e) All licenses and properties of third parties (including licenses
with respect to intellectual property rights owned by third parties);
(f) Claims, causes of actions, royalty rights, deposits, and rights
and claims to refunds (including tax refunds) and adjustments of any kind
(including rights to set-off and recoupment), and insurance proceeds;
(g) All Internet domain names and registrations that are held or owned
by Respect;
(h) All franchises, permits, licenses, agreements, waivers, and
authorizations from, issued, or granted by any Governmental Authority;
(i) Copies of marketing and sales information, including pricing, and
customer lists.
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At closing, the Company will issue 24,000,000 shares of common stock in
exchange for an assignment of the assets.
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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 hereunto duly authorized.
Date: June 6, 2012 NANO LABS CORP.
By: /s/ Bernardo Camacho Chavarria
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Bernardo Camacho Chavarria, Chief
Executive Officer
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