Amended Quarterly Report (10-q/a)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

Form 10-Q/A

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-141060

NANO LABS CORP.
(Name of small business issuer in its charter)

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

The Ford Building

615Griswold Street

Seventeenth Floor

Suite 1715

Detroit, Michigan 48226

(Address of principal executive offices)

(888) 806-2315

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:
None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001

(Title of Class)

Indicate by checkmark whether the issuer: (1) has 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 (Section 229.405 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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class		Outstanding as of November 20, 2014
Common Stock, $0.001		241,192,385

NANO LABS CORP.

FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2014

INDEX

		Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3.	Qualitative and Quantitative Disclosures About Market Risk		9
Item 4.	Controls and Procedures		9

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		12
Item 3.	Defaults Upon Senior Securities		14
Item 4.	Mine Safety Disclosure		14
Item 5.	Other information		14
Item 6.	Exhibits		15

SIGNATURES			16

PART I

ITEM 1. FINANCIAL STATEMENTS

NANO LABS CORP.

BALANCE SHEET

	September 30,			June 30,
	2014			2014
ASSETS	(Restated)
CURRENT ASSETS
Cash	$	1,981		$	-
Loan receivable		102,740			101,480

Total Current Assets		104,721			101,480

Investment in joint venture		-			-

Total Assets	$	104,721		$	101,480

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	161,276		$	160,204
Cash overdraft		-			1
Notes payable		-			-
Convertible notes payable		950,294			1,230,950
Derivative liability		34,044,522			56,674,290
Accrued interest payable		-			-
		35,156,092			58,065,445

Total Current Liabilities		35,156,092			58,065,445

STOCKHOLDERS' DEFICIT

Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued or outstanding at September 30, 2014 and June 30, 2014, respectively		-			-
Common stock: $0.001 par value; 500,000,000 shares authorized; 241,192,385 and 103,125,000 shares issued and outstanding at September 30, 2014 and June 30, 2014, respectively		241,192			103,125
Additional paid-in capital		18,409,312			482,356
Accumulated deficit		(53,701,875	)		(58,549,446	)
Total Stockholders' Deficit		(35,051,371	)		(57,963,965	)

Total Liabilities and Stockholders' Deficit	$	104,721		$	101,480

The accompanying notes are an integral part of these financial statements

F-1

NANO LABS CORP.
STATEMENTS OF OPERATIONS

	Three Months Ended September 30,
	2014			2013
	(Restated)
Sales	$	-		$	-
Cost of Goods Sold		-			-
Gross Margin		-			-

Operating Expenses
Consulting		-			103,471
General and administrative		20,922			38,820
Professional Fees		5,360			10,960
Travel		582			7,950
Wages		-			5,000
Total Operating Expenses		26,864			166,201

Loss from Operations		(26,864	)		(166,201	)

Other Income (Expense)
Interest expense- derivative		4,873,175			(11,623,033	)
Other (Income) Expense		4,873,175			(11,623,033	)

Profit (Loss)		4,846,311			(11,789,234	)

Interest Income		1,260			-

Net Profit (Loss)		4,847,571			(11,789,234	)

Net Profit (Loss) per Common Share basic	$	0.03		$	(0.11	)

Weighted average common shares outstanding		174,252,818			107,081,164

Net loss per commoin share basic and fully diluted	$	0.01		$	(0.11	)

Weighted average common shares outstanding and fully diluted		542,098,826			107,081,164

The accompanying notes are an integral part of these financial statements

F-2

NANO LABS CORP.
STATEMENTS OF STOCKHOLDERS' DEFICIT

											Common			Additional			(restated)			Total
	Preferred Stock				Common Stock						Stock			Paid-In			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Issuable			Capital			Deficit			Deficit

Balance June 30, 2012		-	$	-		179,125,000		$	179,125		$	-		$	197,341		$	(585,481	)	$	(209,015	)

Debt Frogiveness		-		-		-			-			-			209,015			-			209,015

Shares issuable asset purchase agreement		-		-		-			-			101,000			(101,000	)		-			-

Share repurchases from related party		-		-		(76,000,000	)		(76,000	)		-			76,000			-			-

Net loss		-		-		-			-			-			-			(10,194,010	)		(10,194,010	)

Balance June 30, 2013		-	$	-	$	103,125,000		$	103,125		$	101,000		$	381,356		$	(10,779,491	)	$	(10,194,010	)

Shares issed for purchase agreement		-		-		101,000,000			101,000			(101,000	)		-			-			-

Shares recinded						(101,000,000	)		(101,000	)					101,000						-

Net loss		-		-		-			-			-			-			(47,769,955	)		(47,769,955	)

Balance June 30, 2014		-	$	-	$	103,125,000		$	103,125		$	-		$	482,356		$	(58,549,446	)	$	(57,963,965	)

Shares issued for joint venture agreement		-		-		100,000,000			100,000						(100,000	)					-

Shares issued for debt conversion		-		-		38,067,385			38,067						270,363						308,430

Derivative liability reclassified		-		-		-			-			-			17,756,593			-			17,756,593

Net Income		-	$	-		-			-								$	4,847,571		$	4,847,571
Balance September 30, 2014		-		-		241,192,385			241,192			-			18,409,312			(53,701,875	)		(35,051,371	)

The accompanying notes are an integral part of these financial statements

F-3

NANO LABS CORP.
STATEMENTS OF CASH FLOWS


	Three Months Ended September 30,
	2014			2013
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	4,847,571		$	(11,789,234	)
Adjustments to reconcile net loss to net cash used by operating activities:
Derivative interest		(4,873,175	)		11,623,033
Changes in operating assets and liabilities:
(Increase) in Notes Receivable		(1,260	)		-
Accounts payable and accrued expenses		1,072			(5,197	)
NET CASH USED IN OPERATING ACTIVITIES		(25,792	)		(171,398	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(1	)		-
Proceeds from issuance of convertible notes payable		27,774			150,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		27,773			150,000

NET CHANGE IN CASH		1,981			(21,398	)

Cash at beginning of the period		-			28,196

Cash at end of the period	$	1,981		$	6,798

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Interest paid	$	-		$	-
Income tax paid	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-4

NANO LABS CORP.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Nano Labs Corp. (the “Company”), formerly Colorado Ceramic Tile, Inc., was incorporated in the State of Colorado on March 27, 1995.

The Company currently intends to acquire for its own use or licensing to others coatings and laminates made from microscopic particles known as “nanotechnology.”

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.

(b) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2014 and June 30, 2014, the Company had no cash equivalents.

(c) Loss Per Share

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

(d) Operating Leases

The Company leases approximately 300 square feet of space under a annual lease signed in November 2013. The rent expense under this lease for the three months ended September 30, 2014 was $1,200.

(e) Business Segments

The Company operates in one segment and therefore segment information is not presented.

F-5

(f) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(g) Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

·	Level 1 - quoted market prices in active markets for identical assets or liabilities.

·	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

·	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company's financial instruments consist of accounts payable, accrued expenses, and convertible notes payable - The carrying amount of the Company's financial instruments approximates their fair value as of September 30, 2014 and June 30, 2014, due to the short-term nature of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3.

(h) Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

F-6

(i) Stock-Based Compensation - Non Employees

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

·	Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·	Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·	Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

F-7

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

(j) Recent Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities).

F-8

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

F-9

NOTE 3 - CONVERTIBLE NOTES PAYABLE

The Company has 15 convertible notes equaling $950,294. The notes are convertible at between 50% a of the market price of the stock. The Company has calculated a derivative liability which at September 30, 2014 was $34,044,522 under the Black Sholes module. The assumptions used were a volatility rate of 654.31%, a risk free interest factor of .20% and an expected return of 0 to 1 year.

Convertible notes that ceased in becoming derivative liabilities are charged to additional paid in capital.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As of September 30, 2014, the Company had an accumulated deficit of $53,701,875, and negative equity of $35,051,371. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 - NOTE RECEIVABLE

The Company has loaned an entity $100,000 with interest at 5% in March 2014. Repayment is due within one year.

F-10

NOTE 6 - COMMITMENTS & CONTIGENCIES

Office Lease

On November 1, 2013, the Company signed a one year lease to occupy office space in suite 916 of the Ford Building at 615 Griswold, Detroit, Michigan. The lease requires a $400 deposit and monthly payments of $400.

Minimum future rental payments under the agreement are as follows:

2014- $400

Consulting Agreement

There are no consulting or employment agreements in force.

NOTE 7 - STOCKHOLDERS’ EQUITY

Common and preferred shares authorized

The Company is authorized 500,000,000 shares of common stock with $0.001 par value and 10,000,000 shares of preferred stock with $0.001 par value.

Common shares issued

In August of 2014 the Company issued 100,000,000 shares of common stock for a joint venture owned in part by a related party. The Company placed no value on this agreement which was charged to additional paid in capital. The Company also issued 38,067,385 shares for reduction of convertible debt of $308,430.

F-11

NOTE 8 - STOCK OPTIONS

On October 1, 2013 the Company board of directors approved a board resolution authorizing the Company to issue a total of 15,000,000 stock options; 2,000,000 of these options were issued to four consultants for services to the Company. The options begin vesting on October 1, 2013 and terminate October 1, 2015. The stock options have an option price of .40

NOTE 9 - INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards 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 deferred tax assets consist of the following components as of June 30, 2014 and 2013:

	June 30,
	2014			2013

Deferred tax asset - non-current
NOL carryover	$	399,748		$	231,126
Less valuation allowance		(399,748	)		(231,126	)

Deferred tax assets, net of valuation allowance	$	-		$	-

F-12

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended June 30, 2014 and 2013 due to the following:

	June 30,
	2014			2013

Book income	$	(47,769,955	)	$	(10,194,010	)
Other nondeductible expenses		47,226,014			9,448,441
Valuation allowance		543,941			745,569

At June 30, 2014, the Company had net operating loss carry forwards of approximately $1,289,500 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the June 30, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 10 - RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its Balance Sheet as of September 30, 2014, its Statement of Operations for the three months ended September 30, 2014, its Statement of Cash Flows for the period ended September 30, 2014, and it’s Statements of Stockholders’ Equity to account properly for an investment in a JV. The Company also recalculated the derivative liability related to convertible debt outstanding.

The following are previously recorded and restated balances as of September 30, 2014 and for the period ended September 30, 2014.

F-13

NANO LABS CORP.

BALANCE SHEETS

	September 30, 2014
	Originally
ASSETS	Reported			Restated			Difference
Current Assets:
Cash		1,981			1,981
Loan Receivable	$	101,480		$	102,740		$	1,260

Total current assets		103,461			104,721			1,260
Investment in JV		155,000			-			(155,000	)
Total Assets	$	258,461		$	104,721			(153,740	)

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	161,276		$	161,276			-

Convertible notes payable		950,294			950,294			-
Derivative Liability		46,785,958			34,044,522			(12,741,436	)
Accrued interest payable		-			-			-
		47,897,528			35,156,092			(12,741,436	)

Total current liabilities		47,897,528			35,156,092			(12,741,436	)

STOCKHOLDERS' DEFICIT

Preferred stock: $0.001 par value; 10,000,000 shares authorized; none issued or outstanding at September 30, 2014		-			-			-
Common stock: $0.001 par value; 500,000,000 shares authorized; 241,192,38 shares issued and outstanding		241,192			241,192			-
Common stock issuable		-			-			-
Additional paid-in capital		807,719			18,409,312			17,601,593
Accumulated deficit		(48,687,978	)		(53,701,875	)		(5,013,897	)
Total stockholders' deficit		(47,639,067	)		(35,051,371	)		12,587,696

Total liabilities and stockholders' deficit	$	258,461		$	104,721			(153,740	)

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

F-14

NANO LABS CORP.

STATEMENTS OF OPERATIONS

	For the period ended September 30, 2014
	Originally
	Reported			Restated			Difference
Sales	$	-		$	-		-
Cost of goods sold		-			-		-
Gross Margin		-			-		-

Operating Expenses

General and administrative		20,922			20,922		-
Professional Fees		5,360			5,360		-
Travel		582			582		-

Total operating expenses		26,684			26,684		-

Loss from Operations		(26,684	)		(26,684	)	-

Other Income (Expenses)
Derivative		9,888,332			4,873,175		(5,015,157	)
Interest		-			1,260		1,260
Other income (expenses)		9,888,332			4,874,435		(5,013,897	)

Income before Income Taxes		9,888,332			4,847,571		(5,013,897	)

Provision for income tax		-			-		-

Net Income	$	9,888,332		$	4,847,571		(5,013,897	)
		-			-		-

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

F-15

NANO LABS CORP.

STATEMENTS OF CASH FLOWS

	For the Three Months September 30, 2014
	Originally
	Reported			Restated			Difference
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,861,468		$	4,847,571			(5,013,897	)
Adjustments to reconcile net loss to net cash used by operating activities:
Derivative interest		(9,888,332	)		(4,873,175	)		5,015,157
Debt forgiveness		-			-			-
Changes in operating assets and liabilities:
Discontinued operations		-			-			-
(Increase) in Notes Receivable		-			(1,260	)		(1,260	)
Accounts payable and accrued expenses		1,072			1,072			-
NET CASH USED IN OPERATING ACTIVITIES		(25,792	)		(25,792	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft					(1	)		(1	)
Proceed from convertible notes payable		27,774			27,774			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		27,774			27,773			(1	)

NET CHANGE IN CASH		1,982			1,981			(1	)

Cash at beginning of the period		-			-			-

Cash at end of the period	$	1,982		$	1,981			(1	)
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-

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

F-16

NOTE 11 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.

F-17

Forward-Looking Information

This Quarterly Report of Nano Labs Corp. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

F-18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q for three month period ended September 30, 2014 is being amended to include restated financial statements that have been reviewed by our auditor. We have not nor do we intend to engage a new auditor.

GENERAL

We were incorporated as Colorado Ceramic Tile Inc. in the State of Colorado on March 27, 1995 primarily to sell and install stone, tile and marble products used in residential and commercial buildings. During April 2012, we were reorganized by transferring all of our assets to CCT, Inc., our wholly-owned subsidiary ("CCT"). We subsequently sold CCT to Sandy Venezia, our former officer and director, for $500.00. On April 11, 2012, we filed an amendment to our articles of incorporation with the Colorado Secretary of State changing our name from "Colorado Ceramic Tile Inc." to "Nano Labs Corp."

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Nano Labs" refers to Nano Labs Corp.

CURRENT BUSINESS OPERATIONS

We are a nanotechnology research and development company. We are able to access resources that encompass nearly thirty years of research and development in nanotechnology as well as hundreds of peer-reviewed and published research papers and other scholarly material. Our research and development team of scientists, designers, and engineers is focused on creating a portfolio of advanced products that could provide benefits to a variety of industries as further discussed below including: (i) consumer products, (ii) energy, (iii) materials, and (iv) healthcare. Through the use and integration of proprietary nano compounds, our goal is to evolve common products into new, revolutionary products in order to make the world a better place.

CURRENT BUSINESS OPERATIONS

We are a development stage company with no manufacturing capacity or agreements and have not generated any revenue. Our plan of operation involves nanotechnology and the development of new products using nano compounds. We are also a nanotechnology research and development company. We are able to access resources that encompass nearly thirty years of research and development in nanotechnology as well as hundreds of peer-reviewed and published research papers and other scholarly material. Our research and development team of scientists, designers, and engineers is focused on creating a portfolio of advanced products that could provide benefits to a variety of industries as further discussed below including: (i) consumer products, (ii) energy, (iii) materials, and (iv) healthcare. Through the use and integration of proprietary nano compounds, our goal is to evolve common products into new, revolutionary products in order to make the world a better place.

Nanotechnology is the manipulation of matter on an atomic and molecular scale. A generalized description of nanotechnology was established by the National Nanotechnology Initiative, which defines nanotechnology as the manipulation of matter with at least one dimension sized from 1 to 100 nanometers. This definition reflects the fact that quantum mechanical effects are important at this quantum-realm scale, and so the definition pertains to a research category inclusive of all types of research and technologies that deal with the special properties of matter that occur below the given size threshold. It is therefore common to see the plural form "nanotechnologies" as well as "nanoscale technologies" to refer to the broad range of research and applications whose common trait is size. Because of the variety of potential applications (including industrial and military), governments have invested billions of dollars in nanotechnology research. Through its National Nanotechnology Initiative, the USA has invested 3.7 billion dollars. The European Union has invested 1.2 billion and Japan 750 million dollars. See "The Daily Star (Bangladesh April 17, 2012."

Nanotechnology as defined by size is naturally very broad, including fields of science as diverse as surface science, organic chemistry, molecular biology, semiconductor physics, microfabrication, etc. The associated research and applications are equally diverse ranging from extensions of conventional device physics to completely new approaches based upon molecular self-assembly, from developing new materials with dimensions on the nanoscale to direct control of matter on the atomic scale.

Nanotechnology may be able to create many new materials and devices with a vast range of applications, such as in medicine, electronics, biomaterials and energy production. On the other hand, nanotechnology raises many of the same issues as any new technology, including concerns about the toxicity and environmental impact of nanomaterials, and their potential effects on global economics.

Polec Joint Venture Agreement

On June 27, 2014, our Board of Directors entered into that certain joint venture collaboration agreement dated June 23, 2014 for a term of twenty years (the "Polec Joint Venture Agreement") with Polec SA de CV ("Polec"), for the manufacture, distribution and marketing of Polec´s technology and products. Polec is a technology based company presently located in Mexico with a strong profile of applied chemistry which has developed a novel technology highly effective as a liquid cement that could be used as soil stabilizer. This is a polymeric water base product able to provide new mechanical high value added properties to practically any soil that could be treated with this product (the "Polec Technology").

The general purpose of the Polec Joint Venture Agreement is to: (i) address international market opportunities for products based on the Polect Technology and provide fulfillment funding to manufacture and/or license the Polec Technology to third parties and market the resulting products; (ii) establish a joint venture corporation (the "JVC") for operational and funding requirements and commitment of the Polec Technology to be provided by Polec whereby we will be able to adapt and address market opportunities in the particular territories of the United States and Canada as initial commercialization stage; (iii) have the JVC establish a marketing and sales platform for Polec products and technologies from time to time for the purpose of business development; and (iv) create a corporate entity named Polec International Liquid Cement Technology Corp, USA, a joint venture corporation between Polec and Nano Labs.

In accordance with the terms and provisions of the Polec Joint Venture Agreement, the parties agreed that certain contracts in acceptable form would be entered into as follows: (i) a distributorship contract between Jorge Luis Rodriguez Gallardo ("Gallardo") as owner of all right, title and interest in and to the Polec Technology, and the JVC relating to the distribution of the above referenced products; (ii) technology or patent rights transfer agreement between Gallardo and the JVC for the provision of the Polec Technology rights; (iii) manufacturing contract between exclusive manufacturers and the JVC for the exclusive manufacturing of each product; and (iv) trademark licence contract between Gallardo as trademark owner and the JVC for licensing of the use of the Polec products trademarks.

In further accordance with the terms and provisions of the Polec Joint Venture Agreement, Polec shall be 50% equity owner and we shall be 50% equity owner of the JVC. We shall be entitled to appoint and maintain in office two directors and Polec shall be entited to appoint and maintain in office two directors. Lastly, the JVC shall reinvest at least during the following two years all dividends and subsequent to this period the JVC shall distribute on an equal basis by way of dividend not less than fifty percent of the audited after tax net profit in relation to each fiscal year.

DB METALS JOINT VENTURE AGREEMENT

On June 27, 2014, our Board of Directors entered into that certain joint venture agreement dated June 16, 2014 (the "DB Metals Joint Venture Agreement") with DB Metals SA de CV ("DB Metals"), for the manufacture, distribution and marketing of DB Metal's technology and products. DB Metals is a technology based company located in Mexico that has been developing during the last six years a novel technology consisting of a three phase metallurgical process that enables the reduction significantly of time and raw materials required to recycle lead and other non ferrous metals. As a result of 25 years of experience in the metallurgic field, DB Metals has developed this technology with the financial support of the National Council of Science and Technology of Mexico. After obtaining highly satisfactory pilot-test results in the scaling up process financed by the National Council, DB Metals has been able to confirm the benefits of this novel process that enables the reduction of cost, time, fuel consumption, waste and environmental impact of recycling lead scrap, and that could be applied to recuperate, smelt and refine other non ferrous metals (the "DB Metals Technological Process"). We desire to create a joint venture with DB Metals for the purpose of developing, exploiting and marketing the DB Metals Technological Process addressing related market needs.

The general purpose of the DB Metals Joint Venture Agreement is to: (i) address market opportunities for metallurgic processes based on the DB Metals Technological Process and provide fulfillment funding to operate and/or to license the DB Metals Technological Process to third parties and to market the metal products addressing business opportunities; (ii) create a joint venture for operational and funding requirements and commitment of the corresponding DB Metals Technological Process whereby we will be able to address market opportunities; and (iii) have us establish a marketing and sales platform for DB Metals´s products and the DB Metals Technological Process from time to time for the purpose of business development.

In further accordance with the terms and provisions of the DB Metals Joint Venture Agreement, prior to June 30, 2014, we shall provide financial resources to DB Metals in Mexico in the necessary amount as specified to commence operations (the "Funding"). Such Funding shall be according to the costs described in Attachment A of the DB Metals Joint Venture Agreement. DB Metals shall issue, assign, transfer, and deliver to us and we shall receive and accept at closing fifty percent (50%) of DB Metals shares issued and outstanding (the “Share Transfer”). Closing shall be on June 30, 2014 after the fulfilment of all the conditions precedent. The Company shall issue to DB Metal´s shareholders 100,000,000 shares of its restricted common stock at a $0.001 per share price, which will be issued to the shareholders of DB Metals at closing.

The business and affairs shall be managed by our Board of Directors. The Board of Directors shall consist of four (4) persons of which at closing, DB Metals shall be entitled to appoint and maintain in office two (2) directors (the “DB Metals Directors”) and we shall be entitled to appoint and maintain in office two (2) directors (“Nano Labs Directors”). At Closing, our Board of Directors shall approve and ratify the appointment of Eng. Jose Armando Camargo Del Bianco as a director and Chief Technological and Scientific Officer of the Company.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are a development stage company and have not generated any revenue. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended September 30, 2014 Compared to Three Month Period Ended September 30, 2013.

Our net income for the three month period ended September 30, 2014 was $4,847,571 compared to a net loss of ($11,789,234) during the three month period ended September 30, 2013. We generated no revenue for the three month periods ended September 30, 2014 and September 30, 2013, respectively.

During the three month period ended September 30, 2014, we incurred operating expenses of $26,864 compared to $166,201 incurred during the three month period ended September 30, 2013, a decrease of $139,337. During the three month period ended September 30, 2014, operating expenses consisted of: (i) consulting fees of $-0- (2013: $103,471); (ii) general and administrative of $20,922 (2013: $38,820); (iii) professional fees of $5,360 (2013: $10,960); (iv) travel of $582 (2013: $7,950); and (v) wages of $-0- (2014: $5,000). General and administrative expenses also generally include corporate overhead, financial and administrative contracted services, marketing, legal, auditor, edgarizing and transfer agent fees.

Loss from operations for the three month period ended September 30, 2014 was ($26,864) compared to loss from operations of ($166,201) during the three month period ended September 30, 2013. Operating expenses increased during the three month period ended September 30, 2014 generally due to decreased consulting and professional fees based upon an increase in scope and scale of business operations.

During the three month period ended September 30, 2014, we incurred other income (expense) of $4,873,175 relating to interest expense - derivative associated with the derivative liability on our outstanding convertible notes. This resulted in a profit of $4,8 46,311 during the three month period ended September 30, 2014 compared to loss of ($11,789,234) during the three month period ended September 30, 2014.

During the three month period ended September 30, 2014, we realized interest income in the amount of $1,260 (2013: $-0-).

Therefore, our net income and income per share during the three month period ended September 30, 2014 was $4,847,571 or $0.03 per share compared to a net loss and loss per share of ($11,789,234) or ($0.11) per share during the three month period ended September 30, 2013. Net profit increased substantially during the three month period ended September 30, 2014 as compared to September 30, 2013 as a result of the other income attributable to the outstanding convertible notes payable. The weighted average number of shares outstanding was 542,098,826 and 107,081,164 for the three month periods ended September 30, 2014 and September 30, 2013, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2014, our current assets were $104,721 and our current liabilities were $35,156,092 , which resulted in a working capital deficit of $35,051,371. As of September 30, 2014, current assets were comprised of $1,981 in cash and $102,740 in loan receivable. As of September 30, 2014, current liabilities were comprised of: (i) $161,276 in accounts payable; (ii) $950,294 in convertible notes payable; and (iii) $34,044,522 in derivative liability. See " -- Material Commitments".

As of September 30, 2014, our total assets were $104,721 comprised of current assets. The slight decrease in total assets during the three month period ended September 30, 2014 from fiscal year ended June 30, 2014 was primarily due to the decrease in cash of $1,981.

As of September 30, 2014, our total liabilities were $35,156,092 comprised entirely of current liabilities. The decrease in liabilities during the three month period ended September 30, 2014 from fiscal year ended June 30, 2014 was primarily due to the decrease in the derivative liability of $22,629,768 .

Stockholders’ deficit decreased from ($57,963,965) as of June 30, 2014 to ($35,051,371) as of September 30, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended September 30, 2014, net cash flows used in operating activities was ($25,792) compared to ($171,398) for the three month period ended September 30, 2013. Net cash flows used in operating activities consisted primarily of net income of $4,847,571 (2013: ($11,789,234), which was adjusted by ($4,873,175) (2013: $11,623,033) of derivative interest calculated from the outstanding convertible notes. Net cash flows used in operating activities was further changed by an increase of $1,260 (2013: $-0-) in notes receivable and $1,072 (2013: $5,197) in accounts payable and accrued expenses.

Cash Flows from Investing Activities

For the three month period ended September 30, 2014 and September 30, 2013, net cash flows used in investing activities was $0.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the three month period ended September 30, 2014, net cash flows provided from financing activities was $27,773 compared to $150,000 for the three month period ended September 30, 2013. Cash flows from financing activities for the three month period ended September 30, 2014 consisted of $27,774 in proceeds from convertible notes payable (which was offset by $1.00 for cash overdraft) compared to $150,000 in proceeds from convertible notes for the three month period ended September 30, 2013.

PLAN OF OPERATION AND FUNDING

We expect that future working capital requirements will to be funded through a combination of our existing funds, debt and equity, and potential generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business.

Our principal demands for liquidity are to increase research and development, capacity for developing products, inventory purchase, potential sales distribution, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment and/or inventory, and the expansion of our business, through cash flow provided by funds raised through proceeds from the issuance of debt or equity.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.

MATERIAL COMMITMENTS

Convertible Notes

On December 30, 2012, we entered into a convertible promissory note for $201,000 bearing no interest and convertible at a 50% discount to market. The note is payable on demand. Since the conversion rate is discounted to market, we calculated a derivative liability of $5,264,235 at September 30, 2014 using the Black Scholes Model. During the three month period ended September 30, 2014, $86,662 of notes payable was converted by the note holder into shares of common stock.

On December 31, 2012, we entered into a convertible promissory note $90,000 bearing no interest and convertible at a 50% discount to market. During the three month period ended September 30, 2014, the entire balance of the note payable was converted by the holder into shares of our common stock.

On March 31, 2013 and September 30, 2013, we entered into convertible promissory notes for $350,000 and $275,000 respectively bearing no interest and convertible at a 50% discount to market. The notes are payable on demand. We calculated a derivative liability for these notes of $28,775,688 at September 30, 2014 using the Black Scholes Model. During the three month period ended September 30, 2014, $65,884 of notes payable was converted by the note holder into shares of our common stock.

From October to December 31, 2013, we entered into similar agreements for $130,000. At September 30, 2014, we calculated a derivative liability of $2,951,990 using the Black Scholes Model. During the three month period ended September 30, 2014, $65,884 of notes payable was converted by the note holder into shares of common stock.

From April 2014 to June 2014, we executed three additional convertible notes with the same terms as conditions, 50% discount due in 1 year for a total of $184,950. We calculated a derivative liability of $8,515,300 at September 30, 2014 associated with these notes using the Black Scholes model.

From July 2014 to September 30, 2014, we executed two additional convertible notes with the same terms and conditions, 50% discount due in 1 year for a total of $27,774. We recorded a derivative liability of $1,278,745 at September 30, 2014 associated with these notes using the Black Scholes Model.

At September 30, 2014, we had a balance of convertible note payable of $1,016,178. In connection with the issuance of these convertible notes, we have recorded a derivative liability of $46,785,958 at June 30, 2014.

Certain of these notes have been converted into shares of common stock subsequent to fiscal year ended June 30, 2014. See "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our June 30, 2014 and June 30, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.

Exchange Rate

Our reporting currency is United States Dollars (“USD”). In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.

Interest Rate

Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management’s report on internal control over financial reporting.

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our chief executive officer and our chief financial officer assessed the effectiveness of our internal control over financial reporting as of September 30, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our chief executive officer and our chief financial officer believe that, as of September 30, 2014, our internal control over financial reporting is not effective based on those criteria, due to the following:

	·	Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
	·	Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control over financial reporting.

There were no significant changes in our internal control over financial reporting during the three month period ended September 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE

Our board of directors has not established an audit committee. The respective role of an audit committee has been conducted by our board of directors. We intend to establish an audit committee during the fiscal year 2014/2015. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

In September of 2013, we issued an aggregate of 101,000,000 shares of unregistered common stock to Dr. Castano pursuant to the Asset Purchase Agreement. These shares were returned to treasury. During the three month period ended September 30, 2014 and to current date, we issued an aggregate 103,125,000 shares of our common stock as follows:

Conversion of Debt

On August 1, 2014, our Board of Directors authorized the settlement of debt in the amount of $65,883,59 by the issuance of 10,135,937 shares of common stock to Asus Global Holding Inc. (“Asus”). We had previously issued to Asus a convertible promissory note dated September 17, 2013, as amended, in the principal amount of $275,000.00 (the "Convertible Note"), which was issued to Asus evidencing those sums advanced by Asus to us during quarter ended September 30, 2013 for working capital purposes. The terms and provisions of Section 3.2 of the Convertible Note provide that the number of whole shares of common stock into which the Convertible Note may be voluntarily converted shall be determined by dividing the aggregate principal amount borrowed by that price equal to a 50% discount of the then trading price of our shares on the OTC Markets at the date of conversion and precludes Asus from any conversion resulting in Asus holding in excess of 9.99% equity interest of the total issued and outstanding shares of our common stock (collectively, the "Asus Amendments"). Subsequently, we received that certain conversion notice dated August 1, 2014 from Asus (the “Conversion Notice”), which provided for conversion of $65,883.59 into 10,135,937 shares of our common stock at a per share price of $0.0065. The Board of Directors determined that the average trading price of our shares of common stock for the prior five business days was $0.0130 per share resulting in a 50% discounted conversion rate of $0.0065 per share, which the Board of Directors approved and authorized (the "Conversion Term"). Therefore, effective August 1, 2014, the Board of Directors authorized the issuance of 10,135,937 shares of common stock at a per share price of $0.0065 to Asus.

On August 12, 2014, the Board of Directors authorized the further settlement of debt in the amount of $86,662.26 by the issuance of 10,135,937 shares of common stock to Najo International Corp. ("Najo") . We had previously issued to Globe Financial Corp. ("Globe") a convertible promissory note dated December 30, 2012 in the principal amount of $201,000. Globe entered into that certain assignmentof the convertible note dated August 11, 2014 with Najo. We received that certain conversion notice dated August 11, 2014 from Najo (the “Conversion Notice”), which provided for conversion of $86,662.26 into 10,135,937 shares of our common stock at a per share price of $0.00855. The Board of Directors determined that the average trading price of our shares of common stock for the prior five business days was $0.0171 per share resulting in a 50% discounted conversion rate of $0.00855 per share, which the Board of Directors approved and authorized (the "Conversion Term"). Therefore, effective August `12, 2014, the Board of Directors authorized the issuance of a further 10,135,937 shares of common stock at a per share price of $0.00855 to Najo.

On September 1, 2014, the Board of Directors authorized the further settlement of debt in the amount of $90,000.00 by the issuance of 7,659,574 shares of common stock to Setzy Group Inc. ("Setzy") . We had previously issued to Globe a convertible promissory note dated December 30, 2012 in the principal amount of $201,000. Globe entered into that certain assignmentof the convertible note dated August 11, 2014 with Setzy. We received that certain conversion notice dated August 19, 2014 from Setzy (the “Conversion Notice”), which provided for conversion of $90,000.00 into 7,659,574 shares of our common stock at a per share price of $0.01175. The Board of Directors determined that the average trading price of our shares of common stock for the prior five business days was $0.0235 per share resulting in a 50% discounted conversion rate of $0.01175 per share, which the Board of Directors approved and authorized (the "Conversion Term"). Therefore, effective September 1, 2014, the Board of Directors authorized the issuance of a further 7,659,574 shares of common stock at a per share price of $0.01175 to Setzy.

On September 1, 2014, the Board of Directors authorized the further settlement of debt in the amount of $65,883.59 by the issuance of 10,135,937 shares of common stock to Mex Investments Corporation ("Mex") . We had previously issued to Mex a convertible promissory note dated October 1, 2013 in the principal amount of $70,000.00. We received that certain conversion notice dated August 5, 2014 from Mex (the “Conversion Notice”), which provided for conversion of $65,883.59 into 10,135,937 shares of our common stock at a per share price of $0.0065. The Board of Directors determined that the average trading price of our shares of common stock for the prior five business days was $0.0130 per share resulting in a 50% discounted conversion rate of $0.0065 per share, which the Board of Directors approved and authorized (the "Conversion Term"). Therefore, effective September 1, 2014, the Board of Directors authorized the issuance of a further 10,135,937 shares of common stock at a per share price of $0.0065 to Mex.

The shares of common stock were issued to the above creditors in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The creditors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they t had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

DB Metals Joint Venture Agreement

On June 27, 2014, our Board of Directors authorized the execution of the DB Metals Joint Venture Agreement with DB Metals for the manufacture, distribution and marketing of DB Metal's technology and products. Effective on July 30, 2014, the Board of Directors authorized the issuance of 100,000,000 shares of restricted common stock at a per share price of $0.001 to DM Metal's shareholders as follows: (i) 20,000,000 shares to Bernardo Camacho Chararria (who is our President/Chief Executive Officer, Treasurer/Chief Financial Officer and sole member of the Board of Directors); and (ii) 80,000,000 shares to Jose Armando Camargo Del Bianco. The shares of common stock were issued to the two non-United States residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Each individual acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

No report required.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

Exhibit No.		Description
3.1		Articles of Incorporation, as amended (1)
3.3		Bylaws (1)
10.1		Convertible Promissory Note dated March 31, 2013 between Nano Labs Corp. and Asus Global Holding Inc. (2)
10.2		Convertible Promissory Note dated September 17, 2013 between Nano Labs Corp. and Asus Global Holding Inc. (2)
10.3		Convertible Promissory Note dated December 30, 2012 between Nano Labs Corp. and Globe Financial Corp. (2)
10.4		Convertible Promissory Note dated December 31, 2012 between Nano Labs Corp. and Globe Financial Corp. (2)
10.5		Collaboration Agreement dated September 25, 2013 between Nano Labs Corp. and Soluciones Nanotechnolgicas S.L. (2)
10.6		Mutual Confidentiality Agreement dated April 7, 2013 between Saint-Gobain Ceramics & Plastics Inc. and Nano Labs Corp. (2)
10.7		Confidential Disclosure Agreement dated May 6, 2013 between Dentsply International Inc. and Nano Labs Corp. (2)
10.8		2013 Stock Option Plan of Nano Labs Corp. (3)
10.9		Rescission Agreement dated March 4, 2014 between Nano Labs Corp. and Dr. Victor Castano. (4)
16.1		Letter from KBL LLP dated May 24, 2013 incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2013.
31.1		Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.ins		XBRL Instance Document**
101.sch		XBRL Taxonomy Schema**
101.cal		XBRL Taxonomy Calculation Linkbase**
101.def		XBRL Taxonomy Definition Linkbase**
101.lab		XBRL Taxonomy Label Linkbase**
101.pre		XBRL Taxonomy Presentation Linkbase**

	(1)	Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 with the Securities and Exchange Commission on January 12, 2011 .

	(2)	Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K with the Securities and Exchange Commission on October 10, 2013

		Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K with the Securities and Exchange Commission on May 23, 2013.

		Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K with the Securities and Exchange Commission on May 29, 2013.

		Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K with the Securities and Exchange Commission on July 24, 2013 and August 6, 2013.

	(3)	Incorporated by reference to the exhibit filed with the Company's Quarterly Report on form 10-Q with the Securities and Exchange Commission on November 10, 2013.

	(4)	Incorporated by reference to the exhibit filed with the Company's Current Report on Form 8-K with the Securities and Exchange Commission on March 4, 2014.

* Filed herewith.

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 Inc. a Colorado corporation

February 11, 2015	By:	/s/ Bernardo Camacho Chavarria
		Bernardo Camacho Chavarria
	Its:	Chief Executive Officer Director

February 11, 2015	By:	/s/ Bernardo Camacho Chavarria
		Bernardo Camacho Chavarria
	Its:	Chief Financial Officer/Principal Accounting Officer Director

EXHIBIT 31.1

CERTIFICATION

I, Bernardo Camacho Chavarria, certify that;

1.	I have reviewed this quarterly report on Form 10-Q of Nano Labs Corp.;

2.	Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2015

By:

/s/ Bernardo Camacho Chavarria

Bernardo Camacho Chavarria

Chief Executive Officer

Director

EXHIBIT 31.2

CERTIFICATION

I, Bernardo Camacho Chavarria, certify that;

1.	I have reviewed this quarterly report on Form 10-Q of Nano Labs Corp.;

2.	Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 11, 2015

By:

/s/ Bernardo Camacho Chavarria

Bernardo Camacho Chavarria,

Chief Financial Officer/Principal Accounting Officer

Director

EXHIBIT 32.1

In connection with the Quarterly Report of Nano Labs Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), Bernardo Camacho Chavarria, the Chief Executive Officer and Director of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects the financial condition and results of the Company.

February 11, 2015

By:

/s/ Bernardo Camacho Chavarria

Bernardo Camacho Chavarria,

Chief Executive Officer

Director

EXHIBIT 32.2

In connection with the Quarterly Report of Nano Labs Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), Bernardo Camacho Chavarria, the Chief Financial Officer/Principal Accounting Officer and Director of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects the financial condition and results of the Company.

February 11, 2015

By:

/s/ Bernardo Camacho Chavarria

Bernardo Camacho Chavarria

Chief Financial Officer/Principal Accounting Officer

Director

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