-----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, TWnWDm/YWdz9ZnXjw+GRm9tUr6DRrQZVnTVSGRN4jOTMRbW9eHaffnlXxKbUEvbC 5xQQPDJpLMlG1W6QzOiYQw== 0001165527-04-000126.txt : 20040524 0001165527-04-000126.hdr.sgml : 20040524 20040524162916 ACCESSION NUMBER: 0001165527-04-000126 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANO SUPERLATTICE TECHNOLOGY INC. CENTRAL INDEX KEY: 0001080316 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 944735252 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50177 FILM NUMBER: 04827276 BUSINESS ADDRESS: STREET 1: C/O LOEB & LOEB LLP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-407-4000 MAIL ADDRESS: STREET 1: C/O LOEB & LOEB LLP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: WIGWAM DEVELOPMENT INC DATE OF NAME CHANGE: 19990223 10QSB 1 g0524a.txt QUARTERLY REPORT FOR THE QTR ENDED 3/31/04 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Identification No.) incorporation or organization) c/o Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 (Address of principal executive offices) (Zip Code) 212-407-4000 (Issuer's telephone number) WIGWAM DEVELOPMENT, INC. 1438 Black Brant Place Parksville, BC V9P 2A3 Canada (Former name, former address and former fiscal year, if changed since last report) 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 issuer was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the issuer filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of the Issuer's Common Stock, $0.0001 par value, as of the close of business on May 21, 2004 was 1,233,000. INDEX Nano Superlattice Technology Inc. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Balance Sheets as of June 30, 2003 and March 31, 2004 (unaudited) 1 Statements of Operations (unaudited) - for the three months and nine months ended March 31, 2003 and 2004, and from July 20, 1998 (Inception) through March 31, 2004 2 Statement of Changes in Stockholders' Equity (Deficit) From July 20, 1998 (inception) through March 31, 2004 3 Statements of Cash Flows (unaudited) - for the three months and nine months ended March 31, 2003 and 2004, and from July 20, 1998 (Inception) through March 31, 2004 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Controls and Procedures 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 9 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Balance Sheets
As of March 31, Year Ended June 30, 2004 2003 -------- -------- ASSETS CURRENT ASSETS Cash $ -- $ 454 -------- -------- TOTAL CURRENT ASSETS $ -- $ 454 -------- -------- TOTAL ASSETS $ -- $ 454 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ -- $ 2,300 -------- -------- TOTAL CURRENT LIABILITIES -- 2,300 -------- -------- TOTAL LIABILITIES -- 2,300 -------- -------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding) Common stock, ($.0001 par value, 80,000,000 shares authorized; 1,233,000 issued and outstanding as of March 31, 2004 and June 30, 2003) 125 125 Paid in-capital 31,375 24,175 Deficit accumulated during development stage (31,500) (26,146) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) -- (1,846) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ 454 ======== ========
1 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Statements of Operations
July 20, 1998 Nine Months Nine Months Three Months Three Months (inception) Ended March 31, Ended March 31, Ended March 31, Ended March 31, through March 31, 2004 2003 2004 2003 2004 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- -- GENERAL & ADMINISTRATIVE EXPENSES 5,354 7,766 1,422 2,426 31,500 ---------- ---------- ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,354 7,766 1,422 2,426 31,500 ========== ========== ========== ========== ========== NET LOSS $ (5,354) $ (7,766) $ (1,422) $ (2,426) $ (31,500) ========== ========== ========== ========== ========== BASIC LOSS PER SHARE (0.00) (0.01) (0.00) (0.00) ========== ========== ========== ========== 1,233,000 1,233,000 1,233,000 1,233,000 ========== ========== ========== ==========
2 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) From July 20, 1998 (inception) through March 31, 2004
Deficit Accumulated Common Common Stock Additional During Development Stock Amount Paid-in Capital Stage Total ----- ------ --------------- ----- ----- Stock issued for cash on April 6, 1999 @ $0.10 per share 14,000 $ 1 $ 1,399 $ -- $ 1,400 Stock issued for cash on April 13, 1999 @ $0.10 per share 1,000 -- 100 -- 100 Stock issued for cash on April 14, 1999 @ $0.10 per share 7,000 1 699 -- 700 Stock issued for cash on April 15, 1999 @ $0.10 per share 8,000 1 799 -- 800 Stock issued for cash on April 23, 1999 @ $0.001 per share 1,000,000 100 900 -- 1,000 Net loss, July 20, 1998 (inception) through June 30, 1999 (76) (76) ---------- -------- ------- -------- -------- BALANCE, JUNE 30, 1999 1,030,000 103 3,897 (76) 3,924 ========== ======== ======= ======== ======== Stock issued for cash on October 14, 1999 @ $0.10 per share 11,000 1 1,099 -- 1,100 Stock issued for cash on October 15, 1999 @ $0.10 per share 6,000 1 599 -- 600 Stock issued for cash on January 18, 2000 @ $0.10 per share 5,000 1 499 -- 500 Stock issued for cash on January 26, 2000 @ $0.10 per share 6,000 1 599 -- 600 Stock issued for cash on January 28, 2000 @ $0.10 per share 10,000 1 999 -- 1,000 Stock issued for cash on February 15, 2000 @ $0.10 per share 1,000 -- 100 -- 100 Stock issued for cash on February 18, 2000 @ $0.10 per share 39,000 4 3,896 -- 3,900
3 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Statement of Changes in Stockholders' Equity (Deficit) From July 20, 1998 (inception) through March 31, 2004 (Continued)
Deficit Accumulated Common Common Stock Additional During Development Stock Amount Paid-in Capital Stage Total ----- ------ --------------- ----- ----- Stock issued for cash on March 31, 2000 @ $0.10 per share 25,000 3 2,497 -- 2,500 Stock issued for cash on May 22, 2000 @ $0.10 per share 100,000 10 9,990 -- 10,000 Net loss, June 30, 2000 (5,168) (5,168) ---------- -------- ------- -------- -------- BALANCE, JUNE 30, 2000 1,233,000 125 24,175 (5,244) 19,056 ========== ======== ======= ======== ======== Net loss, June 30, 2001 (10,623) (10,623) ---------- -------- ------- -------- -------- BALANCE, JUNE 30, 2001 1,233,000 125 24,175 (15,867) 8,433 ========== ======== ======= ======== ======== Net loss, June 30, 2002 (1,517) (1,517) ---------- -------- ------- -------- -------- BALANCE, JUNE 30, 2002 1,233,000 125 24,175 (17,384) 6,916 ========== ======== ======= ======== ======== Net loss, June 30, 2003 (8,762) (8,762) ---------- -------- ------- -------- -------- BALANCE, JUNE 30, 2003 1,233,000 125 24,175 (26,146) (1,846) ========== ======== ======= ======== ======== Contributed capital 4,255 4,255 Contributed capital 2,945 2,945 Net loss, March 31, 20044 (5,354) (5,354) ---------- -------- ------- -------- -------- BALANCE, MARCH 31, 2004 1,233,000 $ 125 $31,375 $(31,500) $ -- ========== ======== ======= ======== ========
4 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Statements of Cash Flows
July 20, 1998 Nine Months Nine Months Three Months Three Months (inception) Ended March 31, Ended March 31, Ended March 31, Ended March 31, through March 31, 2004 2003 2004 2003 2004 -------- -------- -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (5,354) $ (7,766) $ (1,422) $ (2,426) $(31,500) Increase (decrease) in accounts payable (2,300) 1,915 (1,545) 2,025 -- -------- -------- -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,654) (5,851) (2,967) (401) (31,500) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES COMMON STOCK -- -- -- -- 125 ADDITIONAL PAID-IN CAPITAL 7,200 -- 2,945 -- 31,375 -------- -------- -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 7,200 -- 2,945 -- 31,500 -------- -------- -------- -------- -------- NET INCREASE (DECREASE) IN CASH (454) (5,851) (22) (401) -- CASH AT BEGINNING OF PERIOD 454 7,026 22 1,576 -- -------- -------- -------- -------- -------- CASH AT END OF PERIOD $ -- $ 1,175 $ -- $ 1,175 $ -- ======== ======== ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ -- $ -- $ -- $ -- $ -- ======== ======== ======== ======== ======== Income taxes paid $ -- $ -- $ -- $ -- $ -- ======== ======== ======== ======== ========
5 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Notes to Financial Statements As of March 31, 2004 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was incorporated on July 20, 1998, under the laws of the State of Delaware, as Wigwam Development, Inc. On May 19, 2004, the Company changed its name to Nano Superlattice Technology Inc. The Company has no operations and in accordance with SFAS # 7, the Company is considered a development stage company. Currently, the Company is in the process of identifying a candidate for a potential acquisition. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The financial statements have been prepared using the accrual basis of accounting. Under the accrual basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a June 30, year-end. B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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. C. CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. D. INCOME TAXES Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. E. BASIC EARNINGS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings 6 NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Notes to Financial Statements As of March 31, 2004 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) E. BASIC EARNINGS PER SHARE (CONT.) (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception). Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common or preferred stock. NOTE 5. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $3,932 for the period ended March 31, 2004, and net losses during the period from inception (July 20, 1998) to March 31, 2004 of $30,078. The Company's has no current source of revenue. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 6. INCOME TAXES As of March 31, 2003 -------------- Deferred tax assets: Net operating tax carryforwards $ 4,725 Other 0 ------- Gross deferred tax assets 4,725 Valuation allowance (4,725) ------- Net deferred tax assets $ 0 ======= Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards NANO SUPERLATTICE TECHNOLOGY INC. (f/k/a Wigwam Development, Inc.) (A Development Stage Company) Notes to Financial Statements As of March 31, 2004 NOTE 6. INCOME TAXES (CONT.) are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. SCHEDULE OF NET OPERATING LOSSES 1998 Net Operating Loss $ (76) 1999 Net Operating Loss (5,168) 2000 Net Operating Loss (10,623) 2001 Net Operating Loss (1,517) 2002 Net Operating Loss (8,762) 2003 Net Operating Loss (3rd quarter) (5,354) -------- Net Operating Loss $(31,500) ======== As of March 31, 2004, the Company has a net operating loss carryforward of approximately $31,500, which will expire 20 years from the date the loss was incurred. NOTE 8. RELATED PARTY TRANSACTION The Company's neither owns nor leases any real or personal property. During the quarter a director without charge provided office services. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.. NOTE 9. SUBSEQUENT EVENT On April 12, 2004 subsequent to the balance sheet Mr. Steven Grauer, president, director, and controlling shareholder of Wigwam Development, Inc. entered into a stock purchase agreement with Mr. Wen Chao Hsin. Pursuant to the terms of the agreement, Mr. Grauer sold 1,000,000 shares of common stock owned by him to Mr. Hsin. The shares represent approximately 81.1% of the Companies issued and outstanding shares of common stock. Mr. Hsin purchased the Shares for $5,000. The source of the funds was from Mr. Hsin's personal funds. The basis of the change in control was the change in the controlling shareholder. Effective on the day, Mr. Hsin was appointed as a director of the Company, and Messrs. Steven Grauer and Donald Scribner resigned as directors. On May 18, 2004, the Board of Directors of the Company and its wholly-owned subsidiary, Nano Superlattice Technology, Inc., a Delaware corporation ("Nano") adopted resolutions to merge Nano with and into the Company. On May 19, 2004, upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, Nano was merged with and into the Company. Simultaneously with the merger, the Company changed its name to Nano Superlattice Technology, Inc. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS CERTAIN FORWARD-LOOKING INFORMATION Information provided in this Quarterly Report on Form 10-QSB may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's services, capital expenditures, financing needs, as well as assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10SB. CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 Our current cash balance is $0. Revenues were -0- for the quarter ending March 31, 2004 and -0- for the same quarter ending 2003. Operating Expenses were $1,422 for the three months ended March 31, 2004 and $2,426 for the same period in 2003. The Company is a development stage company. As of the date of this 10-QSB, the Company has not commenced any business operations. The Company intends to spend its time identifying a candidate for a potential acquisition. There is no guarantee that the Company will succeed in identifying such a candidate, or, if such a candidate is identified, there is no guarantee that the Company will be able to consummate a transaction on favorable terms. ITEM 3. CONTROLS AND PROCEDURES Under the supervision and with the participation of the Company's management, including our principal executive officer and the principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of its 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, the Company's principal executive officer and principal financial officer concluded as of the Evaluation Date that the Company's disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company. Additionally, there were no significant changes in the Company's internal control over financial reporting or in other factors that occurred during this quarter that could materially affect, or is reasonably likely to materially affect the Company's internal control over financial reporting. We have not identified any significant deficiencies or material weaknesses in our internal control over financial reporting, and therefore there were no corrective actions taken. 8 PART II - OTHER INFORMATION ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 31 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K: There was a report on Form 8-K filed on April 27, 2004, under Item 1. 9 SIGNATURE In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Nano Superlattice Technology Inc. Dated: May 24, 2004 By: /s/ Wen Chao Hsin ------------------------------------------ Wen Chao Hsin President (Principal Executive Officer and Principal Financial Officer) 10 EX-31 2 ex31.txt SECTION 302 CERTIFICATION Exhibit 31 CERTIFICATION I, Wen Chao Hsin, certify that: 1. I have reviewed this quarterly report on Form 10-QSB 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 most recent 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 control over financial reporting. Dated: May 24, 2004 /s/ Wen Chao Hsin ------------------------------------------ Wen Chao Hsin President (Principal Executive Officer and Principal Financial Officer) EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Wen Chao Hsin, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that the Quarterly Report on Form 10-QSB of Nano Superlattice Inc. for the quarter ended March 31, 2004, 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.. Dated: May 24, 2004 By: /s/ Wen Chao Hsin ------------------------------------------ Wen Chao Hsin President (Principal Executive Officer and Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----