-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MwmG649cwv/P6naJ5G9s9KY6tiI/bC7x3sFwrqB1D6+bhzUe22ErhJg4Y8HmXAwV 85dxdNPoNnVwMUM97RKAYg== 0000930413-07-008845.txt : 20071119 0000930413-07-008845.hdr.sgml : 20071119 20071119165632 ACCESSION NUMBER: 0000930413-07-008845 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071119 DATE AS OF CHANGE: 20071119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANO SUPERLATTICE TECHNOLOGY INC. CENTRAL INDEX KEY: 0001080316 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 944735252 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50177 FILM NUMBER: 071257108 BUSINESS ADDRESS: STREET 1: NO. 666 JHENSING RD. STREET 2: GUEISHAN TOWNSHIP, TAOYUAN COUNTY 333 CITY: TAIWAN STATE: F4 ZIP: 11111 BUSINESS PHONE: 886-3-349-8677 MAIL ADDRESS: STREET 1: NO. 666 JHENSING RD. STREET 2: GUEISHAN TOWNSHIP, TAOYUAN COUNTY 333 CITY: TAIWAN STATE: F4 ZIP: 11111 FORMER COMPANY: FORMER CONFORMED NAME: WIGWAM DEVELOPMENT INC DATE OF NAME CHANGE: 19990223 10QSB 1 c51238_10qsb.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

ü ]     
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended 
                         September 30, 2007                         
   
[   ]        
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________________________ to _____________________________

Commission file number 000-50177

Nano Superlattice Technology, Inc.
(Exact name of Small Business Issuer as specified in its charter)

             Delaware 95-4735252
          (State or other jurisdiction of (I.R.S. Employer
          incorporation or organization) Identification No.)

No. 666, Jhensing Road, Gueishan Township, Taoyuan County 333, Taiwan, ROC
(Address of principal executive offices)

Registrant’s telephone number, including area code:                011-886-3-349-8677

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

The number of shares of the Common Stock of the registrant outstanding as of November 16, 2007 was 34,343,000.

Transitional Small Business Disclosure Format (check one): Yes o No x


NANO SUPERLATTICE TECHNOLOGY, INC.

INDEX TO FORM 10-Q

PART I. FINANCIAL INFORMATION
    Page No.
     
Item 1.      Consolidated Financial Statements 3   
       
Item 2. Management’s Discussion and Analysis or Plan of Operation 19  
       
Item 3. Controls and Procedures 24  
       
PART II. OTHER INFORMATION
       
Item 1. Legal Proceedings 25  
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25  
       
Item 3. Defaults Upon Senior Securities 25  
       
Item 4. Submission of Matters to a Vote of Security Holders 25  
       
Item 5. Other Information 25  
       
Item 6. Exhibits 25  
       
Signatures 26  


PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

 

NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIRIES
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30, 2007
     
December 31, 2006
   
(Unaudited)
       
ASSETS
               
 
Current assets:                
     Cash and cash equivalents  
     $
40,088     
     $
207,920   
     Restricted cash     126,677       140,742  
     Accounts receivable, net     3,237,695       1,746,093  
     Inventory     1,613,277       1,654,583  
     Other receivables     37,757       151,127  
     Prepaid expenses     4,006       2  
 
           Total curent assets     5,059,500       3,900,467  
 
Fixed assets, net
    8,103,719       8,159,798  
 
Other assets:                
     Deposits     24,504       24,552  
     Other assets     58,197       67,568  
 
           Total other assets     82,701       92,120  
 
           Total assets  
$
                         13,245,920    
$
                         12,152,385  

3
See Accompanying Notes to Financial Statements


NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30, 2007
 
December 31, 2006
   
(Unaudited)
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
Current liabilities:                
     Accounts payable and accrued expenses  
     $
2,973,427          $ 2,234,800  
     Due to related party     2,303,168       768,887  
     Current portion, long-term debt     1,916,697       1,956,752  
     Obligation under capital leases     290,133       528,549  
 
               Total current liabilities     7,483,425       5,488,988  
 
Long-term debt, net of current portion     1,202,992       1,794,424  
 
               Total liabilities     8,686,417       7,283,412  
 
Minority Interest     97,666       99,318  
 
Stockholders’ equity:                
     Common stock, $.0001 par value, 50,000,000 shares                
         authorized, 32,343,000 issued and outstanding 32,343,000     3,234       3,234  
     Additional paid-in capital     6,735,078       6,735,078  
     Other comprehensive income     208,737       220,442  
     Accumulated deficit     (2,485,212 )     (2,189,099 )
 
               Total stockholders’ equity     4,461,837       4,769,655  
 
               Total liabilities and stockholders’ equity  
$
                         13,245,920     $                          12,152,385  

4
See Accompanying Notes to Financial Statements


NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

   
Three Months Ended,
     
Nine Months Ended,
   
September 30, 2006
     
September 30, 2007
 
September 30, 2006
     
September 30, 2007
                                 
Sales, net  
     $
     2,154,703    
     $
     2,645,408    
     $
     7,117,323    
     $
     6,763,094  
                                 
Cost of sales     1,572,944       2,370,888       5,951,936       6,345,959  
                                 
Gross profit     581,759       274,520       1,165,387       417,135  
                                 
General and administrative expenses     283,132       91,829       1,110,572       385,176  
                                 
Income (Loss) from operations     298,627       182,691       54,815       31,959  
                                 
Other (Income) expense:                                
     Interest income     (23,747 )     (6,197 )     (24,327 )     (20,778 )
     Gain on sale of fixed assets     (203,865 )     -       (203,865 )     -  
     Interest expense     76,917       35,688       177,970       134,259  
     Loss on impairment of fixed asset     -       110,052       -       110,052  
     Other (income) expenses     (24 )     87,887       (266 )     94,293  
     Minority interest     9,070       1,440       3,181       (1,443 )
                                 
Total other (income) expense     (141,649 )     228,870       (47,307 )     316,383  
                                 
Income (Loss) before income taxes     440,276       (46,179 )     102,122       (284,424 )
                                 
Provision for income taxes     (62 )     15       11,258       11,689  
                                 
Net income (loss)  
$
440,338    
$
(46,194 )  
$
90,864    
$
(296,113 )
                                 
 
Net income (loss) per share (basic and diluted)  
     
     
     
   
     Basic  
$
0.014    
$
(0.001 )  
$
0.003    
$
(0.009 )
     Diluted  
$
0.014    
$
(0.001 )  
$
0.003    
$
(0.009 )
                                 
Weighted average number of shares                                
     Basic     32,343,000       32,343,000       32,343,000       32,343,000  
     Diluted     32,343,000       32,343,000       32,343,000       32,343,000  

5
See Accompanying Notes to Financial Statements


   
Nine Months Ended September 30,
   
2007
     
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES:                
     Net Income (Loss)  
$
(296,113 )  
$
90,864  
Adjustments to reconcile net income (loss) to net                
    cash provided by (used in) operating activities:
               
       Depreciation and amortization     460,405       699,742  
       Impairment loss on fixed assets     110,052       -  
       Bad debt     6,876       85,873  
       (Gain) loss on sale of fixed assets     -       (203,865 )
       Minority interest     (1,443 )     3,181  
       Decrease (Increase) in notes and accounts receivables     (1,486,272 )     (443,954 )
       Decrease (Increase) in other receivables     6,462       (22,673 )
       Decrease (Increase) in inventories     37,673       (988,434 )
       Decrease (Increase) in prepaid expenses and other current assets     101,468       83,895  
       Increase (Decrease) in accounts payable and accrued expenses     735,316       1,483,366  
                  Total Adjustments
    (29,463 )     697,131  
 
Net cash provided by (used in) operating activities     (325,576 )     787,995  
 
CASH FLOWS FROM INVESTING ACTIVITIES:                
     Porceeds from sale of property, plant and equipment     -       493,760  
     Purchases of property, plant and equipment     (523,179 )     (1,870,246 )
     Decrease (Increase) in restricted cash     13,647       -  
     Decrease (Increase) in deferred expenses     (6,946 )     (139,664 )
     Decrease in refundable deposits     9,143       1,555  
                 
Net cash used in investing activities     (507,335 )  
(1,514,595 )
 
CASH FLOWS FROM FINANCING ACTIVITIES:                
     Proceeds from issuance of debt  
     $
121,240    
     $
689,900  
     Payments of debt     (973,775 )     (836,102 )
     Payment of loan to related party     1,519,762       -  
Net cash provided by (used in) financing activities     667,227       (146,202 )
 
Effect of exchange rate change on cash     (2,148 )     8,235  
 
Net change in cash and cash equivalents     (167,832 )     (864,567 )
Cash and cash equivalents at beginning of period     207,920       1,274,842  
Cash and cash equivalents at end of period  
$
40,088    
$
410,275  
 
Supplemental cash flows disclosures:  
     
   
     Income tax payments  
$
11,689    
$
-  
     Interest payments  
$
                    134,288    
$
                    177,970  

6
See Accompanying Notes to Financial Statements


NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
SEPTEMBER 30, 2007 AND DECEMBER 31, 2006

   
September 30, 2007
     
December 31, 2006
   
(Unaudited)
       
 
Common stock, number of shares outstanding                
     Balance at beginning of period     32,343,000       32,343,000  
     Common stock issued     -       -  
 
     Balance at end of period     32,343,000       32,343,000  
 
Common stock, par value $.001                
     Balance at beginning of period        $ 3,234    
$
3,234  
     Common stock issued     -       -  
 
     Balance at end of period     3,234       3,234  
 
Additional paid in capital                
     Balance at beginning of period     6,735,078       6,735,078  
     Issuance of stock     -       -  
 
     Balance at end of period     6,735,078       6,735,078  
 
Other comprehensive income                
     Balance at beginning of period     220,442       177,254  
     Foreign currency translation     (11,705 )     43,188  
 
     Balance at end of period     208,737       220,442  
 
Retained earnings (deficits)                
     Balance at beginning of period     (2,189,099 )     (1,995,819 )
     Net income (loss)     (296,113 )     864,147  
 
     Balance at end of period                         (2,485,212 )                         (1,131,672 )
 
Total stockholders’ equity at end of period   $ 4,461,837    
     $
5,827,082  

7
See Accompanying Notes to Financial Statements


NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
(FORMERLY WIGWAM DEVELOPMENT, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2006

NOTE A - ORGANIZATION

Nano Superlattice Technology, Inc., Formerly Wigwam Development, Inc., was incorporated on July 20, 1998 under the laws of the State of Delaware. Nano Superlattice Technology, Inc. - BVI was incorporated on February 18, 2004 under the laws of the British Virgin Islands. Nano Superlattice Technology, Inc. - Taiwan was incorporated under the laws of Republic of China on September 6, 1994. Nano Superlattice Technology, Inc. owns 100% of the capital stock of Superlattice Technology, Inc. - BVI, and Superlattice Technology, Inc. - BVI owns 98.1% of the capital stock of Nano Superlattice Technology, Inc. - Taiwan. Collectively these three corporations are referred to herein as the “Company”. When used in these notes, the terms “Company,” means Nano Superlattice Technology, Inc. and its subsidiaries.

Nano Superlattice Technology, Inc. acquired all of the issued and outstanding capital stock of Nano Superlattice Technology, Inc. - BVI, pursuant to an Exchange Agreement dated as of May 26, 2004 by and among Nano Superlattice Technology, Inc. - BVI and Nano Superlattice Technology, Inc. (the “Exchange Agreement”). Pursuant to the Exchange Agreement, Nano Superlattice Technology, Inc. - BVI became a wholly owned subsidiary of Nano Superlattice Technology, Inc. and, in exchange for the Nano Superlattice Technology, Inc. - BVI shares, Nano Superlattice Technology, Inc issued 2,504,000 shares of its common stock to the shareholders of Nano Superlattice Technology, Inc. - BVI, representing 91.6% of the issued and outstanding capital stock of Nano Superlattice Technology, Inc. at that time. On June 2, 2004, the Company completed the purchase of Nano Superlattice Technology, Inc. - a Taiwanese developer and producer of nano-scale coating technology to be applied to various mechanical tools and metal surfaces for sale to manufacturers specifically in the computer, mechanical and molding industries.

The Company, through Nano Superlattice Technology, Inc. -Taiwan is in the business of developing and producing nano-scale coating technology to be applied to various mechanical tools and metal surfaces for sales to manufacturers in the computer, mechanical and molding industries. Nanotechnology, or molecular manufacturing, is a technological process designed to allow products to be manufactured lighter, stronger, smarter, cheaper, cleaner and more precisely than they would otherwise be. The Company operates in an industry characterized by rapid technological changes. They will need additional investments and funding in order to complete the development and improvements necessary for the development and production of the nano-scale coating technology.

On December 30, 2004, the Company changed its fiscal year end from June 30th to December 31st.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

UNAUDITED INTERIM FINANCIAL INFORMATION

The accompanying financial statements have been prepared by Nano Superlattice Technology, Inc., pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) Form 10-QSB and Item 310 of Regulation S-B and generally accepted accounting principles for interim financial reporting. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary for a fair presentation of the statement of financial position, operations, and cash flows for the periods presented. Operating results for the three months ended

8


September 30, 2007 and 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007, or any future period, due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting policies have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes, included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006.

REVENUE RECOGNITION

Revenue from sales of products to customers, including sales of coating, is recognized upon shipment or when title passes to customers based on the terms of the sales, and is recorded net of returns, discounts and allowances.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Nano Superlattice Technology, Inc., and its wholly owned subsidiaries Nano Superlattice Technology, Inc. - BVI and its majority owned subsidiary, Nano Superlattice Technology, Inc. - Taiwan. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

FINANCIAL STATEMENT PRESENTATION

Certain changes to the 2006 financial statements have been made to conform to the 2007 financial statement format.

RISKS AND UNCERTAINTIES

The Company is subject to substantial risks from, among other things, rapid changes in technology, rapidly changing customer requirements, limited operating history, and the volatility of public markets.

CONTINGENCIES

Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company but that will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

9


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectibility of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company provides an allowance for loss on receivables based on a review of the current status of existing receivables, historical collection experience, subsequent collections and management’s evaluation of the effect of existing economic conditions.

FIXED ASSETS

Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, or the remaining term of the lease, as follows:

                          Furniture and Fixtures   5 years
Equipment                 5-20 years
Computer Hardware and Software   2-5 years

EXCHANGE GAIN (LOSS)

As of September 30, 2007 and 2006, the transactions of Nano Superlattice Technology, Inc. - Taiwan were denominated in a foreign currency and are recorded in New Taiwan dollars at the rates of exchange in effect when the transactions occur. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

TRANSLATION ADJUSTMENT

The accounts of Nano Superlattice Technology, Inc.- Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollars (NTD). Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation”, with the NTD as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement items are translated at the weighted average exchange rate for the period. The resulting

10


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income”.

As of September 30, 2007 and December 31, 2006, the exchange rates between NTD and the USD was NTD$1 = USD$0.03063 and NTD$1 = USD$$0.03069, respectively. The weighted-average rate of exchange between NTD and USD was NTD$1 = USD$0.03031 and NTD$1 = USD$$0.03075, respectively. Total translation adjustment recognized as of September 30, 2007 and December 31, 2006 is $208,737 and $220,442, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of the Company’s financial instruments, including accounts receivable (trade and related party), notes receivable and accounts payable (trade and related party), and accrued expenses, the carrying amounts approximate fair value due to their short maturities. The amounts owed for long-term debt and revolving credit facility also approximate fair value because interest rates and terms offered to the Company are at current market rates.

STATEMENT OF CASH FLOWS

In accordance with SFAS No. 95, “Statement of Cash Flows”, cash flows from the Company’s operations is based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and other receivables arising from its normal business activities. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

INVENTORY

Inventory is valued at the lower of cost or market. Cost is determined on the weighted average method. As of September 30, 2007 and December 31, 2006, inventory consisted only of finished goods.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with initial maturities of three months or less to be cash equivalents.

ADVERTISING

Advertising costs are expensed in the year incurred.

11


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements.

Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in SFAS No. 109, “Accounting for Income Taxes”. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

EARNINGS PER SHARE

The Company uses SFAS No. 128, “Earnings Per Share”, for calculating the basic and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding.

Diluted earnings per share are computed similar to basic earnings per share except that the denominator is increased to include common stock equivalents, if any, as if the potential common shares had been issued.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

On January 1, 2002 the Company adopted SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. There have been no such impairments to date.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006, with earlier adoption permitted. The company is currently evaluating the provisions of FIN 48.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurement, which provides guidance for applying the definition of fair value to various accounting pronouncements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the provisions of SFAS 157.

12


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In September 2006, the FASB also issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. SFAS 158 amends SFAS 87, 88, 106, and 132R, and requires employers to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its statement of financial position. SFAS No. 158 is effective as of the end of fiscal years ending after December 15, 2006. SFAS 158 is not applicable to the Company, as it does not have a defined benefit pension plan.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin 108 (“SAB 108”), Considering the Effect of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements, that addresses how uncorrected errors in previous years should be considered when quantifying errors in the current year financial statements. SAB 108 is effective for fiscal years ending November 15, 2006 and, upon adoption, companies are allowed to record the effects as a cumulative-effect adjustment to retained earnings. The Company will adopt SAB 108 for its fiscal year ending December 31, 2006 and is assessing what impact, if any, the adoption of SAB 108 will have on its financial position and results of operations.

NOTE C -CASH

The Company maintains its cash balances at various banks in Taiwan. The balances are insured by the Central Deposit Insurance Corporation (CDIC) up to approximately $30,230. As of September 30, 2006 there was $237,721 uninsured portions of the balances held at the bank.

NOTE D - FIXED ASSETS

Fixed assets consist of the following:

                   
September 30, 2007
     
December 31, 2006
Machinery and equipment   $ 8,031,881       $ 6,799,070  
Furniture and fixtures   557,843       369,311  
Leased equipment   949,530       951,390  
Prepayment for machinery              
and equipment   141,907       1,044,115  
 
    $ 9,681,161       $ 9,163,886  
               
Accumulated depreciation   (1,467,390 )     (1,004,088 )
               
Impairment loss   (110,052 )     -  
 
                        $ 8,103,719  
 
                      $ 8,159,798  

In the third quarter of 2006, the Company sold a piece of equipment due to its incompatibility with the Company’s production progress. The equipment was sold to Taiwan Yi-Zhi-Zhuan International Co., Ltd. for $493,760, and the book value of the equipment was $289,895. As such, the sale of the equipment resulted in a gain of $203,865.

13


NOTE E - COMMITMENTS

The Company leases three office facilities under operating leases that terminate on various dates. Rental expense for these leases consisted of $37,372 and $42,062 for the nine months ended September 30, 2007 and 2006, respectively.

The Company has future minimum lease obligations as follows:

          Twelve-month ended          
       
September 30
     
Amount
         
     2008
 
  $
26,036
  
         
     Total
 
$
26,036
 

Capital leases -The company leases certain equipment under agreements that are classified as capital leases. The cost of equipment under capital leases is included in the Statement of Financial Position as fixed assets. The company has future minimum payments under capital leases as follows: (see Note H)

     Twelve-month ended     
       
September 30
     
Amount
 
2008
 
                    $
290,133
  
         
Total
 
$
290,133
 

NOTE F - COMPENSATED ABSENCES

Employees earn annual vacation leave at the rate of seven (7) days per year for the first three years. Upon completion of the third year of employment, employees earn annual vacation leave at the rate of ten (10) days per year. At termination, employees are paid for any accumulated annual vacation leave. As of September 30, 2007 and 2006, vacation liability exists in the amount of $2,297 and $2,164, respectively.

NOTE G - SALES-LEASEBACK TRANSACTION

In September 2005, the Company completed the sale of a piece of equipment for $933,720. The transaction has been accounted for as a sales-lease back transaction, wherein the property was sold, immediately leased back, and accounted for as a capital lease. An obligation in the amount of $1,042,032, representing the proceeds, has been recorded in the Company’s Statement of Financial Position, and is being reduced based on payments under the lease. As of September 30, 2007, the Company has a balance due of $290,133 (see Note E).

The Company is currently in default of their sales-leaseback transaction (see Note H).

14


NOTE H - LEASE AND LOAN DEFAULT

In September 2005 the Company entered into a sales-leaseback agreement (Note G) on a piece of equipment with a financial institution. However, the equipment sold had already been pledged as collateral for the Company’s line of credit with a bank in Taiwan. The bank’s recourse is to repossess the asset or demand payment in full. As of September 30, 2007, and the date of this report, no such demand has been made. Because of the default with the transaction the Company has categorized all debts associated with these transactions as current liabilities until the matter is resolved.

NOTE I - INCOME TAXES

Total Federal and State income tax expense for the six months ended September 30, 2006 and 2005 amounted to $0 and $0 respectively. For the nine months ended September 30, 2006 and 2005, there is no difference between the federal statutory tax rate and the effective tax rate.

The following is a reconciliation of income tax expense:

09/30/07  
U.S.
 
State
 
International
 
Total
 
Current  
     $
               0
        
     $
               0
        
     $
          11,689         
     $
          11,689   
Deferred    
0
     
0
      0       0  
Total  
$
0
   
$
0
   
$
11,258    
$
11,258  
 
09/30/06  
U.S.
 
State
 
International
 
Total
 
Current  
$
0
   
$
0
   
$
11,689    
$
11,689  
Deferred    
0
     
0
      0       0  
Total  
$
0
   
$
0
   
$
11,689    
$
11,689  

NOTE J - OTHER COMPREHENSIVE INCOME

Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders’ equity, at September 30, 2007 and December 31, 2006 are as follows:

   
Foreign Currency
     
Accumulated Other
   
Translation Adjustment
 
Comprehensive Income
 
Balance at December 31, 2005  
$
177,254    
$
177,254  
Change for 2006     43,188       43,188  
 
Balance at December 31, 2006     220,442       220,442  
Change for 2007     (11,705 )     (11,705 )
 
Balance at September 30, 2007  
               $
          208,737    
                    $
          208,737  

 


15

NOTE K - DEBT

At September 30, 2007 and December31, 2006, the Company had notes payable outstanding in the aggregate amount of 3,119,689 and $3,751,176, respectively, payable as follows:

    September 30, 2007                December 31, 2006    
                 
    Note payable to a bank in       Note payable to a bank in    
    Taiwan, interest at 5.724%       Taiwan, interest at 7.57%    
    per annum, due by December                 per annum, due by    
    24, 2007           95,259     November 10, 2008           $ 39,240
                 
    Note payable to a bank in       Note payable to a bank in    
    Taiwan, interest at 7.62% per       Taiwan, interest at 6.87%    
    annum, due by November 10,       per annum, due by    
    2008 24,191     November 10, 2008   90,650
                 
    Note payable to a bank in       Note payable to a bank in    
    Taiwan, interest at 6% per       Taiwan, interest at 5% per    
    annum, due by April, 3, 2008       annum, due by April 30,    
      93,963     2007   45,421
 
    Note payable to a bank in            
    Taiwan, interest at 5.66% per       Note payable to a bank in    
    annum, due by September 7,       Taiwan, interest at 6.7% per    
    2008 110,211     annum, due by July 21, 2007   84,782
 
    Note payable to a bank in       Secured Note payable to a    
    Taiwan, interest at 7.01% per       bank in Taiwan, interest at    
    annum, due by October 29,       3.67% per annum, due by    
    2008 88,450     January 17, 2012   843,975
 
    Note payable to a bank in       Usance L/C payable to a    
    Taiwan, interest at 6.92% per       bank in Taiwan, interest at    
    annum, due by November 10,       7.1% per annum, due by    
    2008 55,816     March 21, 2007   10,920
 
                                 Note payable to a bank in       Note payable to a bank in    
    Taiwan, interest at 6.10% per       Taiwan, interest at 5.64%    
    annum, due by January 8, 83,322     per annum, due by    
    2009       September 7, 2008   189,258
 
    Note payable to a bank in       Secured Note payable to a    
    Taiwan, interest at 6% per       bank in Taiwan, interest at    
    annum, due by January 17,       3.94% per annum, due by   613,800
    2009 71,529     August 8, 2010    
 
    Secured Note payable to a       Note payable to a bank in    
  bank in Taiwan, interest at  
 
  Taiwan, interest at 6% per    

16


                                 4.01% per annum, due by             annum, due by January 17,     109,450  
    August 8, 2010     581,504       2009        
 
    Secured Note payable to a             Note payable to a bank in        
    bank in Taiwan, interest at             Taiwan, interest at 5.875%        
    3.690% per annum, due by             per annum, due by April, 3,     208,720  
    January 17, 2012     758,093       2008        
 
    Short-term Note payable to a                    Short-term Note payable to a        
    bank in Taiwan, interest at             bank in Taiwan, interest at        
    2.10% per annum, due by    
1,157,351
      2.52% per annum, due by        
    October 9, 2007             March 9, 2007     1,216,078  
 
                  Note payable to a bank in        
                  Taiwan, interest at 7.01%        
                  per annum, due by October     151,570  
                  29, 2008        
 
                  Secured Note payable to a        
                  bank in Taiwan, interest at        
                  5.195% per annum, due by    
147,312
 
          January 15, 2007      
                               
    Total     3,119,689            Total     3,751,176  
 
    Current portion        $ 1,916,697       Current portion   $ 1,956,752  
 
    Long-term portion   $ 1,202,992       Long-term portion        $ 1,794,424   

NOTE L - RELATED PARTY TRANSACTIONS

Alice Tzu-Shia Hwang- As of September 30, 2007, the Company has a non interest-bearing loan from Alice Tzu-Shia Hwang, the CEO of the Company, in the amount of $2,303,168.

NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents, accounts receivable, deposits and accounts payable approximate their fair value because of the short maturity of those instruments.

The carrying amounts of the Company’s long-term debt approximate their fair value because of the short maturity and/or interest rates, which are comparable to those currently available to the Company on obligations with similar terms.

NOTE N - GOING CONCERN

As shown in the accompanying financial statements, as of September 30, 2007, the Company’s current liabilities exceeded its current assets by approximately $2,424,000. These factors arise substantial doubt about

17


the Company’s ability to continue as a going concern. The Company may raise additional funding through borrowings from shareholders or financial institutions and defer the amounts due under the credit line and sales lease back transaction. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

******

 

 

 

18


Item 2.      Management’s Discussion and Analysis or Plan of Operation

The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto and in conjunction with the Management’s Discussion and Analysis set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2006.

Forward-Looking Statements

The following discussion relates to future events and expectations and as such constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of us to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. These forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to: risks and uncertainties related to the need for additional funds doing business in Asia, political risks in China and the volatility of the price of our common stock. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. We assume no obligation to update these forward looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

General

The Company, through Nano Superlattice Technology, Inc. – Taiwan, is in the business of developing and producing nano-scale coating technology to be applied to various mechanical tools and metal surfaces for sales to manufacturers in the computer, mechanical and molding industries. Nanotechnology, or molecular manufacturing, is a technological process designed to allow products to be manufactured lighter, stronger, cheaper, cleaner and more precisely than they would otherwise be.

The Company operates in an industry characterized by rapid technological changes. It will need additional investments and funding in order to complete the development and improvements necessary for the development and production of the nano-scale coating technology.

The Company’s business strategy is to increase its market share by first focusing on providing its superlattice nano-coating technology service to manufacturers in domestic markets, expanding into Mainland China markets, and further expanding into international markets. Since nanotechnology has a vast application range, the Company also intends to conduct further research into the many additional uses for nanotechnology with the goal of becoming an internationally recognized nanotechnology design center.

In the future, the Company expects to expand the number and type of industries it is able to service. The Company anticipates working with the developmental needs of Taiwan’s semiconductor, precision machinery and telecommunication industries to establish micro-component production, equipment and inspection technology, and micro-system assembly and testing technology. The Company also plans to integrate the design technologies of mechanical, optical, electronic, magnetic, and micro systems to be applied in future products.

19


Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management 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 the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We have disclosed all significant accounting policies in Note B to the consolidated financial statements included in this Form 10-QSB.

Management’s Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-QSB. The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that may cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, and elsewhere in this Form 10-QSB.

The following table presents the consolidated results of the Company for the nine months ended September 30, 2007 and 2006. The discussion following the table compares the results for the nine months ended September 30, 2007 with those for the nine months ended September 30, 2006.

20


   
Three Months Ended,
     
Nine Months Ended,
   
September 30, 2006
     
September 30, 2007
 
September 30, 2006
     
September 30, 2007
                                 
Sales, net  
     $
     2,154,703    
     $
     2,645,408    
     $
     7,117,323    
     $
     6,763,094  
                                 
Cost of sales     1,572,944       2,370,888       5,951,936       6,345,959  
                                 
Gross profit     581,759       274,520       1,165,387       417,135  
                                 
General and administrative expenses     283,132       91,829       1,110,572       385,176  
                                 
Income (Loss) from operations     298,627       182,691       54,815       31,959  
                                 
Other (Income) expense:                                
   Interest income     (23,747 )     (6,197 )     (24,327 )     (20,778 )
   Loss on sale of fixed assets     (203,865 )     -       (203,865 )     -  
   Interest expense     76,917       35,688       177,970       134,259  
   Loss on impairment of fixed asset     -       110,052       -       110,052  
   Other (income) expenses     (24 )     87,887       (266 )     94,293  
   Minority interest     9,070       1,440       3,181       (1,443 )
                                 
Total other (income) expense     (141,649 )     228,870       (47,307 )     316,383  
                                 
Income (Loss) before income taxes     440,276       (46,179 )     102,122       (284,424 )
                                 
Provision for income taxes     (62 )     15       11,258       11,689  
                                 
Net income (loss)  
     $
440,338    
     $
(46,194 )  
     $
90,864    
     $
(296,113 )

21


THREE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

Net Sales. Net sales for the three months ended September 30, 2007 were $2,645,408 compared to $2,154,703 for the three months ended September 30, 2006. The increase in net sales was due to the increase in sales of computer accessories.

Cost of Sales. Cost of sales for the three months ended September 30, 2007 was $2,370,888 or 89.6% of net sales, as compared to $1,572,944 or 73.0% of net sales, for the three months ended September 30, 2006. The increase in cost of sales was due to the increase in sales. The increase in cost of sales as compared to net sales was due to the sale of lower gross margin products.

General and Administrative Expenses. General and administrative expenses for the three months ended September 30, 2007 were $91,829 or 3.47% of net sales, as compared to $283,132 or 13.14% of net sales, for the three months ended September 30, 2006. The decrease in general and administrative expenses was due to decreases in salary, amortization and professional expenses. The decrease in general and administrative expenses as compared to net sales was because the decrease of salary, amortization and professional expenses.

Income (Loss) From Operations. Income (loss) from operations for the three months ended September 30, 2007 was $182,691 as compared to $298,627 for the three months ended September 30, 2006. This change was primarily the result of the reasons described above during the three months ended September 30, 2007.

Other (Income) Expense. Other (income) expense for the three months ended September 30, 2007 was $228,870 as compared to $(141,649) for the three months ended September 30, 2006. This change is primarily attributable to the increase in loss on impairment of fixed asset and decrease in loss on sale of fixed asset and other expenses.

Net Income (Loss). Net income (loss) for the three months ended September 30, 2007 was $(46,194) as compared to income of $440,338 for the three months ended September 30, 2006 primarily for the reasons described above.

NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

Net Sales. Net sales for the nine months ended September 30, 2007 were $6,763,094 compared to $7,117,323 for the nine months ended September 30, 2006. The decrease in net sales was due to a decrease in nano-coating sales and a decrease in sales of individual wires and cables.

Cost of Sales. Cost of sales for the nine months ended September 30, 2007 was $6,345,959, or 93.8% of net sales, as compared to $5,951,936 or 83.6% of net sales, for the nine months ended September 30, 2006. The increase in cost of sales was due to the decrease in sales. The increase in cost of sales as compared to net sales was due to the sale of lower gross margin products.

General and Administrative Expenses. General and administrative expenses for the nine months ended September 30, 2007 were $385,176 or 5.7% of net sales, as compared to $1,110,572 or 15.6% of net sales, for the nine months ended September 30, 2006. The significant decrease in general and administrative expenses was due to decreases in professional expenses, depreciation and other expenses.

Income (Loss) From Operations. Income (loss) from operations for the nine months ended September 30, 2007 was $31,959 as compared to $54,815 for the nine months ended September 30, 2006. This change was primarily the result of the significant decrease in general and administrative expenses described above during the nine months ended September 30, 2007.

22


Other (Income) Expense. Other (income) expense for the nine months ended September 30, 2007 was $316,383 as compared to $(47,307) for the nine months ended September 30, 2006. This change is primarily attributable to the increase in loss on impairment of fixed asset and decrease in loss on sale of fixed assets and interest expenses.

Net Income (Loss). Net loss for the nine months ended September 30, 2007 was $(296,113) as compared to income of $90,864 for the nine months ended September 30, 2006 primarily for the reasons described above.

The terms of the sale lease-back agreement referenced below required the Company to transfer the piece of equipment to the lessor free of any liens or security interests. Since the equipment sold and leased back had been previously pledged to a Taiwan bank in connection with a line of credit, the Company is in default of the leaseback agreement. If, as a result of the breach of this agreement, the Company lost use of the equipment, such loss could materially affect the Company’s financial condition and results of operations in that the Company’s business could be disrupted until such time as the Company could replace the equipment or secure other alternatives.

Liquidity and Capital Resources

Cash and cash equivalents were $40,088 at September 30, 2007 and $207,920 at December 31, 2006. Our total current assets were $5,059,500 at September 30, 2007 as compared to $3,900,467 at December 31, 2006. Our total current liabilities were $7,483,425 at September 30, 2007 as compared to $5,488,988 at December 31, 2006. On July 29, 2005 we collateralized a line of credit with the Arc Bond Sputtering Machine which we later sold to a third party, in violation of the credit agreement, and immediately leased back the equipment and assumed an obligation from the lessor in the amount of $1,042,032. As a result of having sold equipment to the lessor subject to a lien, we are currently in default of both the line of credit, for having sold the pledged equipment, and the sale-leaseback agreement. A total amount due under both agreements as a result of the defaults is $871,637. Repayment of such amounts could materially affect our liquidity position.

We had working capital at September 30, 2007 of $(2,423,925) compared with working capital of $(1,588,521) at December 31, 2006. This decrease in working capital was to due to a decrease in cash and cash equivalents and increase in accounts payable. During the nine months ended September 30, 2007, net cash used in operations was $325,576. Net cash used in investing activities was $507,335 for equipment purchases, and net cash provided by financing activities was $667,227, which consisted of repayment of loans, partially offset by new borrowings from a related party. Net change in cash and cash equivalents was $(167,832) for the first quarter of 2007.

Capital expenditures.

Total capital expenditures during the nine months ended September 30, 2007 was $523,179.

The Company believes that, so long as the amounts due under the credit line and the sale lease back transactions can be deferred, its short-term financial needs will be met by existing working capital for at least the next twelve months, after which time we will need to obtain additional financing. We can make no assurances that we will be able to obtain additional financing, or that if we do obtain such financing, that the terms of such financing will be commercially reasonable. If we obtain additional financing, the terms of such financing may require us to sell our equity securities or enter into convertible debt arrangements. The sale of additional equity or convertible debt could result in additional dilution to our stockholders. The outcome of these uncertainties cannot be assured.

We have suffered recurring losses from operations, cash deficiencies and the inability to meet our maturing obligations without selling operating assets and restructuring debts. These issues may raise substantial concern about our ability to continue as a going concern. We may raise additional funding through borrowings from financial institutions and defer the amounts due under the credit line and sales lease back transaction. Management believes that actions presently being taken to obtain additional funding provide the opportunity for us to continue as a going concern.

23


Currency exchange fluctuations

As of September 30, 2007, the accounts of Nano Superlattice Technology, Inc.- Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollars (NTD). Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation”, with the NTD as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity is translated at the historical rates and income statement items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income”.

As of September 30, 2007 and December 31, 2006, the exchange rates between NTD and the USD was NTD$1 = USD$0.03063 and NTD$1 = USD$$0.03069, respectively. The weighted-average rate of exchange between NTD and USD was NTD$1 = USD$0.03031 and NTD$1 = USD$$0.03075, respectively. Total translation adjustment recognized as of September 30, 2007 and December 31, 2006 is $208,737 and $220,442, respectively.

Item 3.      Controls and Procedures

Our management has evaluated, with the participation of our principal executive and financial officers, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive and financial officers have concluded, as of the Evaluation Date, that our disclosure controls and procedures were effective.

No change in our internal control over financial reporting occurred during the quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

24


PART II. OTHER INFORMATION

Item 1.            Legal Proceedings
     
    None.  
       
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     
    None.  
       
Item 3.   Defaults Upon Senior Securities
     
    None.  
       
Item 4.   Submission of Matters to a Vote of Security Holders
     
    None.  
       
Item 5.   Other Information
     
    None.  
       
Item 6.   Exhibits       
       
    31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
     
Oxley Act of 2002
       
    31.2 Certification of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
       
    32 Certification of Chief Executive Officer and Principal Financial Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

25


SIGNATURES

          In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

    Nano Superlattice Technology, Inc.
 
 
Date November 19. 2007   By: /s/ Alice Tzu-Shia Hwang
    Name: Alice Tzu-Shia Hwang
    Title: President and Chief Executive Officer               
    (Principal Executive Officer)
 
 
Date November 19, 2007   By: /s/ Chien-Fang Wang
    Name: Chien-Fang Wang
    Title: Vice President
    (Principal Financial Officer)

26


EXHIBIT INDEX

Exhibit Number           
Description
 
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
    Oxley Act of 2002
 
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
 
32   Certification of Chief Executive Officer and Principal Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002

27


EX-31.1 2 c51238_ex31-1.htm

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A)/15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

          I, Alice Tzu-Shia Hwang (Principal Executive Officer), certify that:

          (1)           I have reviewed this quarterly report on Form 10-QSB for the quarter ended September 30, 2007 of Nano Superlattice Technology, Inc.;

          (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 this 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 small business issuer as of, and for, the periods presented in this report;

          (4)           The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

                         (a) 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 small business issuer, 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;

                         (b) evaluated the effectiveness of the small business issuer’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

                         (c) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

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

                         (a) 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 small business issuer’s ability to record, process, summarize and report financial information; and

                         (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

November 19, 2007

/s/ Alice Tzu-Shia Hwang
Alice Tzu-Shia Hwang
President and Chairman of the Board


EX-31.2 3 c51238_ex31-2.htm

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A)/15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

          I, Chien-Fang Wang (Principal Financial Officer), certify that:

          (1)           I have reviewed this quarterly report on Form 10-QSB for the quarter ended September 30, 2007 of Nano Superlattice Technology, Inc.;

          (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 this 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 small business issuer as of, and for, the periods presented in this report;

          (4)           The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

                         (a) 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 small business issuer, 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;

                         (b) evaluated the effectiveness of the small business issuer’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

                         (c) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

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

                         (a) 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 small business issuer’s ability to record, process, summarize and report financial information; and

                         (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.

November 19, 2007

/s/ Chien-Fang Wang               
Chien-Fang Wang
Vice President


EX-32 4 c51238_ex32.htm g

EXHIBIT 32

CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

          I, Alice Tzu-Shia Hwang, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of Nano Superlattice Technology, Inc. for the quarter ended September 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of Nano Superlattice Technology, Inc.

          I, Chien-Fang Wang, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of Nano Superlattice Technology, Inc. for the quarter ended September 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of Nano Superlattice Technology, Inc.

          Pursuant to the rules and regulations of the Securities and Exchange Commission, this certification is being furnished and is not deemed filed.

November 19, 2007

/s/ Alice Tzu-Shia
Alice Tzu-Shia Hwang, President
(Principal Executive Officer)
 
 
/s/ Chien-Fang Wang
Chien-Fang Wang, Vice President
(Principal Financial Officer)


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