UNITED STATES
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

 

May 7, 2015
Date of Report (Date of earliest event reported)

 

NANO LABS CORP.

(Exact name of registrant as specified in its charter)

 

Colorado		333-171658		84-1307164
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

The Ford Building 615 Griswold Street, 17th Floor Suite 1715 Detroit, Michigan		48226
(Address of principal executive offices)		(Zip Code)

 

(888) 806-2315
Registrant’s telephone number, including area code

 

N/A

 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

 

ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

Nano Labs Corp., a Colorado corporation (the "Company") reports in this Current Report on Form 8-K a change in certifying accountants. Effective May 7, 2015, the Company's certifying accountant, Terry L. Johnson, CPA ("Johnson"), was dismissed as the Company's independent registered public accounting firm. The Company has engaged Malone Bailey LLP ("MB") as its principal independent registered public accounting firm effective May 7, 2015. The decision to change its principal independent registered public accounting firm has been approved by the Company’s board of directors.

 

The reports of Johnson on the Company’s financial statements for fiscal years ended June 30, 2014 and June 30, 2013 (which included the balance sheet as of June 30, 2014, and the statement of operations, cash flows and stockholders’ equity as of June 30, 2014), for either of the past two fiscal years, did not contain an adverse opinion or a disclaimer of opinion, nor qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the ability of the Company to continue as a going concern. During the Company’s fiscal years ended June 30, 2014 and June 30, 2013 and during the subsequent period through to the date of Johnson's dismissal, there were no disagreements between the Company and Johnson, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Johnson, would have caused Johnson to make reference thereto in its report on the Company’s audited financial statements.

 

The Company has provided Johnson with a copy of this Current Report on Form 8-K and has requested that Johnson furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Johnson agrees with the statements made in this Current Report on Form 8-K with respect to Johnson and, if not, stating the aspects with which they do not agree. The Company has received the requested letter from Johnson wherein he has confirmed his agreement to the Company’s disclosures in this Current Report with respect to Johnson. A copy of Johnson's letter has been filed as an exhibit to this Current Report.

 

In connection with the Company’s appointment of MB as the Company’s principal registered accounting firm at this time, the Company has not consulted MB on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements during the two most recent fiscal years (June 30, 2014 and 2013) and subsequent interim period through the date of engagement.

 

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired.

 

Not applicable.

 

(b) Pro forma Financial Information.

 

Not applicable.

 

(c) Shell Company Transaction.

 

Not applicable.

 

(d) Exhibits.

 

16.1	Letter from Terry L. Johnson, CPA, dated May 14, 2015.

 

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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.

 

 

	NANO LABS CORP.
Date: May 14, 2015	By:	/s/ Bernardo Camacho Chararria
	Name:	Bernardo Camacho Chararria
	Title:	President/Chief Executive Officer

 

 

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EXHIBIT 16.1

 

TERRY L. JOHNSON, CPA 

406 Greyford Lane 

Casselberry, Florida 32707 

Phone 407-721-4753 

Fax/Voice Message 866-813-3428 

E-mail cpatlj@yahoo.com

 

May 14, 2015

 

Office of the Chief Accountant 

Securities and Exchange Commission 

100F Street, NE 

Washington, D.C. 20549

 

Dear Sir/Madam:

 

We have read the statements made by Nano Labs Corp., a Colorado corporation (the "Company"), which were provided to us and which we understand will be filed with the Securities and Exchange Commission pursuant to Item 4.01 of Form 8-K, regarding our dismissal as the Company's certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.

 

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

Very truly yours,

 

/s/ Terry L. Johnson, CPA

Terry L. Johnson, CPA

Casselberry, Florida