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): October 10, 2012
NANO LABS CORP.
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(Name of Small Business Issuer in its charter)
Colorado 333-171658
84-1307164
(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 (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)
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[PG NUMBER]
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Item 1.01. Entry into a Material Definitive Agreement.
On October __, 2012 the Company entered into an agreement with Dr. Victor
Castrano relating to the acquisition from Dr. Castrano of new nanotechnology.
The new technology involves a coating that can be applied to almost any
surface, has low thermal conductivity and protects surfaces from water leaks,
corrosion and rust.
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.
At closing, the Company will issue 101,000,000 shares of its common stock
in exchange for an assignment of the new nanotechnology, and appoint Dr.
Castrano as a Director and Chief Technological and Scientific Officer of the
Company.
Following the appointment of Dr. Castrano as an officer and director of
the Company, Jose Manuel Flores Hernandez will resign as an officer and
director.
Dr. Victor M. Castrano, age 52, has been a Senior Research Consultant of
CG2 NanoCoatings since 2006. Between 2002 and 2010 Dr. Castrano was the Director
of the Centro de Fisica Aplicada y Tecnologia Avanzada of the Universidad
Nacional Autonoma de Mexico. Dr. Castrano holds a PhD in Physics from the
Universidad Nacional Autonoma de Mexico, is a member of numerous academic and
industrial advisory boards related to nanotechnology, and has published over 650
articles relating to nanotechnology in various scholarly journals.
Item 3.02. Unregistered Sales of Equity Securities
The Company will rely upon the exemption from registration provided by
Section 4(2)of the Securities Act of 1933 with respect to the issuance of
the shares to Dr. Castrano. Dr. Castrano is a sophisticated investor and
will be provided full information regarding the Company's business and
operations. There will be no general solicitation in connection with the
offer or sale of the shares to be issued to Dr. Castrano. Dr. Castrano
will acquire the shares for his own account. The shares cannot be sold
unless pursuant to an effective registration statement or an exemption from
registration.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 1.01 above.
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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: October 10, 2012 NANO LABS CORP.
By:/s/Bernardo Camacho Chavarria
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Bernardo Camacho Chavarria, Chief
Executive Officer
