10QSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-QSB/A

First Amended 

(Mark One)

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

For the quarterly period ended September 30, 2006.

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from to

Commission file number: 00-26067

NANO CHEMICAL SYSTEMS HOLDINGS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	87-0571300
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

105 Park Avenue, Seaford, Delaware	19973
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (480) 816-6140

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  ¨

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

The number of shares outstanding of the Registrant’s common stock as of September 30, 2006 was 56,577,980.

Transitional Small Business Disclosure Format:

Yes  ¨    No  x

1

NANO CHEMICAL SYSTEMS HOLDINGS, INC.

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Balance Sheet as at September 30, 2006 (unaudited)	4-5
		Statement of Cash Flows for the three Months Ended September 30, 2006 and September 30, 2005 (unaudited)	6
		Statement of Operations for the three Months Ended September 30, 2006 and September 30, 2005 (unaudited)	7
		Statement of Changes in Stockholders’ Equity from September 1, 2003 (Inception) through the three Months Ended September 30, 2006	8
		Notes to Financial Statements	9
	Item 2.	Management’s Discussion and Analysis or Plan of Operation	16
	Item 3.	Controls and Procedures	20
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
	Item 3.	Defaults Upon Senior Securities	22
	Item 4.	Submission of Matters to a Vote of Security Holders	22
	Item 5.	Other Information	22
	Item 6.	Exhibits and Reports on Form 8-K	22
SIGNATURES			22

2

ITEM 1. FINANCIAL STATEMENTS

As used herein, the term “Company” refers to Nano Chemical Systems Holdings, Inc., a Nevada corporation, and its subsidiary and predecessors unless otherwise indicated. Unaudited, interim, condensed, consolidated financial statements including a balance sheet for the Company as of the period September 30, 2006, and statements of operations, and statements of cash flows, for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages 1 through 13 and are incorporated herein by this reference.

BASIS OF PRESENTATION

The accompanying consolidated interim unaudited financial statements are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended June 30, 2006. In the opinion of management, all adjustments considered necessary in order to make the financial statements not misleading have been included. Operating results for the quarter and period ended September 30, 2006 are not necessarily indicative of results that may be expected for the year ended June 30, 2007. The financial statements are presented on the accrual basis.

3

Item 1 Financial Statements

NANO CHEMICAL SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES
UNUADITED CONSOLIDATED BALANCE SHEET
(CONDENSED INTERIM FINANCIAL STATEMENTS)
AS OF SEPTEMBER 30, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,656
Accounts receivable		100,459
Inventory		465,078
Total Current Assets		569,193
PROPERTY & EQUIPMENT
Property and equipment		431,149
(Less) accumulated depreciation		(261,514	)
Total Property & Equipment		169,635
OTHER ASSETS
Prepaid expenses		57,227
Utility deposit		12,000
Formulas & patents		-
Total Other Assets		69,227
Total Assets	$	808,055

See Notes to Financial Statements

4

NANO CHEMICAL SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(CONDENSED INTERIM FINANCIAL STATEMENTS)
AS OF SEPTEMBER 30, 2006
LIABILITIES
CURRENT LIABILITIES:
Accounts payable	$	646,104
Accrued payroll		8,200
Due to related parties		504,297
Current maturities of long-term debt - related party		1,333,000
Total Current Liabilities		2,491,601
LONG-TERM DEBT		-
Total Liabilities		2,491,601
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock - $.001 par value, 20,000,000 shares
Authorized, none issued and outstanding		-
Common stock, - $.001 par value, 100,000,000 shares
authorized, 55,577,368 shares issued and outstanding		55,577
Additional paid-in capital		1,523,742
Accumulated (deficit)		(3,262,865	)
Net Stockholders' Equity (Deficiency)		(1,683,546	)
Total Liabilities & Equity (Deficiency)	$	808,055

See Notes to Financial Statements

5

NANO CHEMICAL SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONDENSED INTERIM FINANCIAL STATEMENTS)
FOR THE THREE MONTHS ENDING SEPTEMBER 30,
		28-Jun-05			27-Jun-05
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(455,556	)	$	(101,980	)
Adjustments to reconcile net (loss)
to net cash from (to) operating activities:
Stock Issued for Services		-			-
Depreciation & Amortization Prop & Equip		13,485			19,770
Changes in operating assets and liabilities which
increase (decrease) cash flow:
Accounts Receivable		100,541			(156,428	)
Inventory		132,063			66,117
Prepaid Expenses		-			-
Accounts Payable and accrued expenses		120,525			249,519
Net cash provided (used) from operating activities		(88,942	)		76,998
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital (Outlays)/Disposals - net		-			(120	)
Other Assets		-			-
Investment in Subsidary Nano Chemical Systems, Inc.		-			-
Net cash provided (used) from investing activities		-			(120	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to Related Parties		26,601			37,608
Term note due to major shareholder		-			-
Sale of common stock for cash		20,448			-
Net cash provided (used) from financing activities		47,049			37,608
NET INCREASE (DECREASE) IN CASH EQUIVALENTS		(41,893	)		114,486
CASH AND CASH EQUIVALENTS - Beginning of Period		45,549			7,548
CASH AND CASH EQUIVALENTS - End of Period	$	3,656		$	122,034

See Notes to Financial Statements

6

NANO CHECMICAL SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(CONDENSED INTERIM FINANCIAL STATEMENTS)
FOR THE THREE MONTHS ENDING SEPTEMBER 30,
		2006			2,005
SALES	$	201,977		$	700,256
COST OF DIRECT MATERIALS		297,876			399,154
MARGIN AFTER DIRECT COST OF MATERIALS		(95,899	)		301,102
ALL OTHER OPERATING EXPENSES
Plant salaries, labor and employee payroll taxes and benefits		68,752			137,372
Plant rent, utilities, depreciation, and other plant overhead		85,943			122,434
Administrative costs, including compensation and benefits		178,569			122,830
TOTAL ALL OTHER OPERATING EXPENSES		333,264			382,636
OPERATING INCOME (LOSS)		(429,163	)		(81,534	)
OTHER INCOME (EXPENSE):
Interest income		-			-
Interest (expense)		(26,601	)		(26,617	)
Other income (expense)		208			6,171
NET OTHER INCOME (EXPENSE):		(26,393	)		(20,446	)
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX		(455,556	)		(101,980	)
PROVISION FOR INCOME TAX		-			-
NET INCOME (LOSS)	$	(455,556	)	$	(101,980	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.01	)	$	(0.00	)
BASIC & DILUTED WEIGHTED AVERAGE SHARES OF
COMMON STOCK		55,971,747			49,553,000

See Notes to Financial Statements

7

NANO CHEMICAL SYSTEMS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
FROM SEPTEMBER 1, 2003 (INCEPTION) TO YEAR ENDING JUNE 30, 2006 (AUDITED)
AND FOR THE THREE MONTHS ENDING SEPTEMBER 30, 2006 (UNAUDITED)
	Common Stock						Paid In			Owner's
	Par Value $0.001						Excess			Capital			Accumulated			Net Equity
	Shares			Amount			of Par			Pre Merger			(Deficit	)		(Deficiency	)
BALANCE - September 1, 2003	-		$	-		$	-		$	-		$	-		$	-
(Date of inception)
Owner's investment										1,584,666						1,584,666
(Loss) for period from September 1, 2003 (inception) to June 30, 2004 (year end) (10 months)													(785,474	)		(785,474	)
BALANCE - June 30, 2004	-			-			-			1,584,666			(785,474	)		799,192
Common stock issued prior to the change of control of the Company on Janury 27, 2005 when previously known as Heritage Scholastic Corp.
Not part of the change in control	5,551,000			5,551			(5,551	)								-
Part of the change in control	25,928,500			25,928			(25,928	)								-
Common stock issued on January 27, 2005 in exchange for Nano Chemical Systems, Inc., a wholly owned subsidiary	36,000,000			36,000			14,000						-			50,000
Stock returned from the January 27, 2005 ownership change of 61,928,500 shares of previously issued and newly issued stock	(49,926,500	)		(49,926	)		49,926			-			-			-
First phase in purchase of a portion of the assets and customer base of GreenTree Spray Technologies, Inc.on March 15, 2005
Stock issued	24,000,000			24,000			76,000			(100,000	)					-
Note issued to owner										(1,000,000	)					(1,000,000	)
Second phase completing the passing all of the assets and operations of GreenTree Spray Technologies, Inc.into the Company on June 30, 2005
Stock issued	8,000,000			8,000			25,333			(33,333	)					-
Note issued to owner										(333,000	)					(333,000	)
Debt GreenTree Spray retained										577,595						577,595
Reclassify rest of Owner's Capital							695,928			(695,928	)					-
(Loss) for the fiscal year													(563,157	)		(563,157	)
BALANCE - June 30, 2005	49,553,000			49,553			829,708			-			(1,348,631	)		(469,370	)
Common stock issued for cash	5,802,559			5,803			673,807									679,610
(Loss) for the fiscal year													(1,224,660	)		(1,224,660	)
BALANCE - June 30, 2006	55,355,559			55,356			1,503,515			-			(2,573,291	)		(1,014,420	)
Correction of an error													(234,018	)		(234,018	)
CORRECTED BALANCE - June 30, 2006	55,355,559			55,356			1,503,515			-			(2,807,309	)		(1,248,438	)
Common stock issued for cash	221,809			221			20,227									20,448
(Loss) for the fiscal year													(455,556	)		(455,556	)
BALANCE - September 30, 2006	55,577,368			55,577			1,523,742			-			(3,262,865	)		(1,683,546	)
See Notes to Financial Statements

8

NANO CHEMICAL SYSTEMS HOLDINGS, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED INTERIM

UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

NOTE 1 - Organization, History and Business Activity

General

Nano Chemical Systems Holdings, Inc., a Nevada corporation, was incorporated on July 30, 1999 under the name “Heritage Scholastic Corporation.” Prior to conducting its current operations, the Company was engaged in the business of publishing and distributing supplemental history textbooks for grades K through 12. On January 27, 2005, pursuant to a Stock Purchase and Share Exchange Agreement (the “Share Exchange Agreement”) between Heritage Scholastic Corporation and Nano Chemical Systems, Inc., a Nevada corporation (“NCS”) and its shareholders, Heritage Scholastic Corporation issued 36,000,000 shares of stock to the shareholders of NCS in exchange for 100% of the issued and outstanding stock of NCS.

In addition to the 36,000,000 shares the former shareholders of NCS obtained from the Company, they had acquired 25,928,500 shares from other shareholders of the Company. On January 27, 2005, these same two former shareholders of NCS returned back to the Company 49,926,500 shares of stock and let an existing shareholder of the Company keep 2,000 shares due to them. This effectively left the former two shareholders of NCS with a total of 12,000,000 shares of common stock in the Company.

As a result of the Share Exchange Agreement, NCS became a wholly owned subsidiary of Heritage Scholastic Corporation. In connection with the Share Exchange Agreement, on February 15, 2005, Heritage Scholastic Corporation changed its name from Heritage Scholastic Corporation to Nano Chemical Systems Holdings, Inc. (hereinafter the “Company”).

The Company has authorized 100,000,000 shares of common stock, par value of $0.001, with 55,577,368 shares issued and outstanding as of September 30, 2006. In addition, the Company has authorized 20,000,000 shares of preferred stock, par value of $0.001, none of which is issued or outstanding. Rights of preferred stock will be defined before or when issuance on such stock occurs.

Refer to the various Notes, particularly to the Note on “Related Party Transactions” for significant ownership and control, and to Note for “Financial Condition and Going Concern” as to the change in management.

Acquisition of Assets and operations of GreenTree Spray Technologies, LLC

Pursuant to an Asset Purchase Agreement between the Company and GreenTree Spray Technologies, LLC, a Delaware limited liability company (“GreenTree”) hereinafter referred to as the “GreenTree Asset Purchase Agreement,” or the “GreenTree Agreement”, the Company purchased the manufacturing assets, technical know-how, proprietary chemical formulae, and other assets and forward going operations of GreenTree in exchange for 32,000,000 shares of its restricted common stock and a promissory note in the principal amount of $1,333,000 (the “GreenTree Note”). The GreenTree Note requires quarterly interest accrued at 8% per annum with a final balloon payment equal to all remaining outstanding principal and interest due on March 31, 2007. Certain assets of the Company secure the GreenTree Note. The GreenTree Asset Purchase Agreement took effect over two phases. The first phase encompassed approximately 75% of the assets and operations on March 15, 2005, and the second phase brought in the balance of the assets and operations on June 30, 2005. For purposes of simplicity, the entire acquisition is recognized as of March 31, 2006. This agreement brought about a merger referred to as a “reverse acquisition” as discussed further in this footnote. .

Refer also to other Notes discussing this purchase from the GreenTree Agreement.

9

NOTE 1 - Organization, History and Business Activity - continued

Financial reporting of Company treated as a “reverse acquisition”

The Subsidiary, Nano Chemical Systems, Inc., (“Nano Inc.”) owns two patent applications it acquired for a value of $50,000. These patent applications were not renewed resulting in them being impaired and written off as of June 30, 2006. Nano Inc. has created other formulas that it is seeking to obtain funding to commercially develop. Presently Nano Inc. has no other operations.

The rest of the Company and its operations are operated through Sea Spray Aerosol, Inc. (“SeaSpray”), a wholly owned subsidiary organized around April 2006 to own and operate such operations. These operations come from the GreenTree Asset Agreement.

Pursuant to the GreenTree Agreement, all GreenTree assets were transferred into the Company in two steps, the first on March 15, 2005 and the second on June 30, 2005. At that time, the owner of GreenTree took control, owning the majority of the Company stock.

The GreenTree Agreement constitutes a “reverse acquisition.” Accordingly, the prior financial history of the Company drops out and the financial history of GreenTree steps into its place, even though the Company survives the merger.

In August 2003, Marc Mathys (owner of GreenTree) purchased the assets of the then recently closed aerosol plant and operations of GreenTree Chemical Technologies, Inc., a division of an unrelated company, located in Seaford, Delaware. He reopened the plant in the same location and reestablished the manufacturing of canned aerosol products. On March 21, 2005, a Delaware limited liability company (LLC) was organized under the name of GreenTree Spray Technologies, LLC (“GreenTree”) and is owned 100% by Marc Mathys. It holds the secured promissory note the Company owes of $1,333,000. The notes are due and payable March 31, 2007. The Company is in default on the notes, as it has made no payments to date.

NOTE 2 - Summary of Significant Accounting Policies

(a) - General Statement of Accounting and Basis of Presentation

The Company prepares its books and records on the accrual basis for financial reporting. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The Company has two wholly owned subsidiaries; the use of each was previously discussed:

Nano Chemical Systems, Inc.

Sea Spray Aerosol, Inc.

The accompanying consolidated financial statements include the accounts of its subsidiaries. All significant intercompany balances and transactions have been eliminated.

(b) - Income Taxes

The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” which incorporates the use of the asset and liability approach of accounting for income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the income tax basis of assets and liabilities. Due to the GreenTree Agreement, the Company underwent an ownership change as defined in Section 382 of the Internal Revenue Code. Refer to the Note on “GreenTree Agreement.” Of the $3,262,865 accumulated losses of the Company, only $2,364,000 is available to the Company as net operating loss carry forwards, beginning to expire in 2019.

10

NOTE 2 - Summary of Significant Accounting Policies - continued

No income tax benefit is recognized in the financial statements, as it is not known whether such losses will be used in the future.

(c) - Reclassification

The Company has reclassified and represented certain amounts in the period ending September 30, 2005 to conform to the current financial statement presentation.

NOTE 3 - Financial Condition and Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The operations of the Company since inception (September 1, 2003) have sustained continued operating losses. In the event the Company is unable to raise sufficient operating capital, the aforementioned conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the occurrence of such conditions and have been prepared assuming that the Company will continue as a going concern.

Since June 30, 2006, the Company appointed Matthew Zuckerman as the Chief Executive Officer (“CEO”), and James Ray has resigned. Under his direction the Company continues seeking additional funding and is continuing the effort to develop a strong marketing plan in an effort to increase operations and to turn the Company into a profitable operation. The plant can handle much more volume with its existing plant configuration.

NOTE 4 - GreenTree Agreement

On or about March 15, 2005 a Form 8-K was filed with the Securities and Exchange Commission (“SEC”) disclosing the GreenTree Agreement and that the first phase had taken place and that the second phase would take place on or before June 30, 2005. The second phase took place on June 30, 2005. Under the GreenTree Agreement, the Company ultimately acquires all of the assets, proprietary chemical formulations, know how, intellectual property, goodwill, and operations going forward, of GreenTree. The Company’s results of operations as of September 30, 2006 and 2005 recognize the entire operations of GreenTree.

On March 15, 2005, the Company and GreenTree Spray Technologies, LLC (“GreenTree”), owned 100% by Marc Mathys, entered into an Asset Purchase Agreement (“GreenTree Agreement”) buying approximately 75% of all of the assets and ongoing operations of GreenTree in exchange for a $1,000,000 promissory note bearing 8% accrued interest with the entire amount due on March 31, 2007 and for 24,000,000 newly issued restricted shares of common stock of the Company valued at $100,000. On June 30, 2005, the remaining balance of the assets and ongoing operations completed the asset purchase in exchange for an additional $333,000 promissory note and 8,000,000 shares of common stock of the Company valued at $33,333. This totals $1,333,000 for the note payable to GreenTree, as a related party, and $133,333 for the fair value of the stock issued. The debt obligation is secured by the assets transferred, or its equivalent thereafter, as outlined in the Security Agreement. The Company has not made the required quarterly interest payments under the GreenTree Note, and therefore, is currently in default under the GreenTree Note. Currently, $133,005 in accrued interest is payable and is included as part of the $504,297 Due to Related Parties on the Balance Sheet as of September 30, 2006.

11

NOTE 4 - GreenTree Agreement- continued

The excess paid over the recorded value of the assets, including the $133,333 fair value for the common stock issued, is considered intangible assets, including goodwill. However, in a “reverse acquisition,” the excess rather than be recognized as an “intangible assets” is recognized as an offset in equity. This is as per the guidelines set forth by the Staff of the Securities and Exchange Commission (“SEC”). In dealing with “reverse acquisitions,” the Staff of the SEC takes the position that a “reverse acquisition” is a restructuring of the ownership and equity of the Company, not a purchase, and therefore, it does not fall under the guidelines of the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 141, “Business Combinations” (“FASB 141”). FASB 141 recognizes an asset purchase as a business combination and requires an entity to record the asset purchase as a purchase, wherein the Company then assigns the fair value as the amount to record the value of assets on the financial statements at the point of purchase. Consequently, FASB 141, which would recognize goodwill and intangibles, does not get recognized in this form of an asset purchase under the guidelines of the Staff of the SEC. These financial statements follow the guidelines of the Staff of the SEC.

NOTE 5 - GreenTree Initial Asset Value & its Affect on the Financial Statements

Marc Mathys purchased the assets of GreenTree from an unrelated third party company effective September 1, 2003 for $300,000 plus additional amounts he had to pay over the next few months to keep selected vendors supplying raw materials and selected other creditors to continue providing needed services and facilities. This increased his actual purchase price to approximately $365,000. He did not buy the predecessor’s company nor assume their position. Rather, he acquired it as an asset purchase. He did buy and did use the predecessor’s computer software and accounting system that has remained in place to do the accounting even as of September 30, 2006.

When GreenTree was originally acquired the assets of the predecessor company, effective September 1, 2003, by Marc Mathys, the assets were recorded at the value as carried on the predecessor company’s records. As this was at the predecessor’s cost, or what was thought at the time to be the estimated market value on the date of purchase by Marc Mathys, then this accounting treatment approximated fair value at the date of purchase. This does not conform to the accounting requirements as promulgated by FASB No. 141, effective after June 30, 2001, which requires virtually all business combinations be accounted for based on the values exchanged; i.e., the purchase method of accounting (recording what you paid for the assets, not what they may be worth).

GreenTree recorded its assets at the value as carried on the predecessor company’s records, which approximated $1,100,000, or approximately $735,000 more than cost. The Company in developing the financial statements concluded that the spirit of FASB No. 141 is best served to have comparable statements of operations at the sacrifice of using the purchase method of accounting. So, rather than recognize a “built in gain” in the statement of operations, this difference of approximately $735,000 has been removed from the statement of operations and instead placed in the balance sheet as part of “Owner’s Capital Pre Merger” as recognized on the Statement of Stockholders’ Equity. Management is of the opinion that the accounting treatment reporting the assets at the predecessor’s cost more uniformly recognizes revenues and expenses in a more consistent light than if the purchase method of accounting had been used. The method used more clearly reflects the results of operations for each fiscal year ending June 30, 2006 and 2005 and each corresponding quarter therein, thus allowing one to more clearly see the results of operations in a consistent and more meaningful manner than would otherwise be reported. It also reflects more clearly the overall results of operations and asset values on a consistent basis, taking into consideration the required method of accounting to recognize the asset purchase of the assets from GreenTree by the Company on March 15, 2005 and completed on June 30, 2005 as discussed in the prior Note “GreenTree Agreement.”

12

NOTE 5 -GreenTree Initial Asset Value & its Affect on the Financial Statements

The only difference in comparing the assets from September 1, 2003 (date of inception), which is not using the purchase price, and as recognized as of June 30, 2005, which uses the purchase price, is the values assigned to property and equipment. The Company has elected accelerated depreciation methods to more quickly bring the two methods into compliance with each other. Management estimates that the net asset value of property and equipment at September 30, 2006 is approximately $56,000 greater using the predecessor’s basis over what the purchase method of accounting would reflect. All other assets as of September 30, 2006 are at cost, as the flow through of the costs established at September 1, 2003 have long since passed through the accounting in the financial statements. Again, these “built in gains, ” or differences, are not recognized in the statements of operations, but rather are recognized in one step in the statement of stockholders’ equity as part of the initial balance of “Owner’s Capital Pre Merger,” except for the additional depreciation expense recognized through the statement of operations of approximately $63,400for the ten months ended June 30, 2004, $66,700 for the fiscal year ended June 30, 2005, $45,200 for the fiscal year ended June 30, 2006 and $5,300 for the three months ended September 30, 2006.

NOTE 6 - Related Parties

As of September 30, 2006, three shareholders own the controlling interest in the Company, namely:

Marc Mathys	32,000,000 shares, or 57.6% interest
Treya, Inc.	8,000,000 shares, or 14.4% interest
Katrina Cleburn	4,000,000 shares, or 7.2% interest

In addition, as of September 30, 2006, Robert Esposito, or his assignees, owns approximately 5,300,000 stock options. A question has arisen concerning the tradability and the number of stock options actually available. Legal opinion has been sought for clarification. As of November 17, 2006 the matter has been adequately resolved to allow Robert Esposito to begin exercising his stock options. Further clarification is pending final resolution.

Marc Mathys and his related companies (GreenTree LLC and Harvard Chemical) combined are owed by the Company at least $1,333,000 plus accrued interest at 8% since around March 15, 2005. Refer to Note on “Contingent Liability Regarding GreenTree Agreement” for further explanation regarding this matter.

NOTE 7 - CONTINGENT LIABILITIES REGARDING GREENTREE AGREEMENT

In the GreenTree Agreement, present Management takes the position that the Company assumes no liabilities, both known and unknown. Marc Mathys, who has since resigned as an officer and director of the Company even though he remains as the majority shareholder, disagrees and also indicates the accounts receivable should not have gone to the Company. Legal counsel is being sought to resolve the issue, which remains unresolved as of November 17, 2006.

As of June 30, 2006 and 2005, the Company has recognized some liabilities it claims it does not owe as well as the receivables Marc Mathys claims are not the Company’s, the net of which approximates $680,000 liabilities over what management believes the GreenTree Agreement states. In contrast, Marc Mathys believes the GreenTree Agreement requires the Company to assume approximately $578,000 more in liabilities over what is recognized in the financial statements as of June 30, 2006 and 2005.

13

NOTE 7 - CONTINGENT LIABILITIES REGARDING GREENTREE AGREEMENT - continued

Mathys believes the GreenTree Agreement requires the Company to assume approximately $578,000 more in liabilities over what is recognized in the financial statements as of June 30, 2006 and 2005.

Management and Marc Mathys continue negotiating how to resolve these matters. Management is of the opinion that the Company is presently recognizing in these financial statements the maximum it will ultimately owe Marc Mathys and his entities.

GreenTree has not paid Tech Spray, L.P., a supplier, for $226,000 in raw material product purchased the end of June 2005. The vendor filed a complaint in Delaware seeking collection against GreenTree as well as Marc Mathys personally. GreenTree claims the debt is owed by the Company, while the Company claims it is owed by Marc Mathys, d.b.a. GreenTree. Both GreenTree and the Company acknowledge the money is owed; each claiming it is the responsibility of the other. The entire amount due is recognized as part of the accounts payable by the Company and is part of the $680,000 the Company believes is not its responsibility to pay but has recognized in the financial statements.

In conjunction with pending legal matters, the Company could be indirectly held obligated to pay two legal proceedings regarding the GreenTree operations prior to the Company acquiring the GreenTree assets and operations. Management considers these two legal matters as not obligations of the Company and therefore no amounts have been recognized in the financial statements for these contingent liabilities.

The first matter deals with sixteen containers used in the operations that GreenTree understood and said it owned. However, Mitchell Container Services, Inc. has filed a lawsuit in Delaware which may now be in a default judgment, demanding $22,000 in back rents and other related costs to collect and another $26,000 to buy out the containers, for a total of $48,000.

The second matter stems from a series of violations identified by the Environmental Protection Agency (“EPA”). The EPA has proposed a series of penalties totaling approximately $105,000. These proposed penalties EPA has filed against GreenTree LLC and Marc Mathys personally. The Company is not named in the EPA complaint. The proposed penalties relate to violations occurring prior to 2005, and have nothing to do with the time since the Company took over the operations of GreenTree.

NOTE 8 -Common Stock Sold for Cash

From July 1, 2006 to September 30, 2006 the Company sold 221,809 shares of common stock for $20,448 in cash.

NOTE 9 - Correction of Accounting Error(s) in Prior Period(s)

Around November 15 , 2006 the Company discovered its computer program that tracks most all of the Company’s operations of Sea Spray Aerosol, Inc. is perpetuating some kind of an error that affects the present as well as one or more previously filed financial statements. The Company has taken into account the error and made the necessary corrections in reporting the results of its operations as of September 30, 2006.

However, the Company has yet to know what reporting period(s) this error (or errors) belongs to, but is quite sure it is after September 30, 2005. Consequently, the financial statements as of September 30, 2005 remain as previously reported whereas the financial information relating to the fiscal year ended June 30, 2006 has recognized the anticipated changes as a correction of an error pertaining to that prior period.

14

NOTE 9 - Correction of Accounting Error(s) in Prior Period(s) - continued

Management previously had identified there was a problem in the accounting when the Company prepared its fiscal year end financial statements as of June 30, 2006. At that time, the Company believed it had corrected all of the amounts necessary to properly state its financial statements. However, on November 17, 2006, the Company identified another error, which has resulted in an overstatement of cash and cash equivalents of $234,018 as of June 30, 2006. Management believes this error may affect one or more previously reported quarterly financial statements as well. Once management has determined what accounting period(s) the error(s) belongs to, then it will correct its previously filed financial statement(s) and SEC Edgar filing(s), including its fiscal year ended June 30, 2006. Management intends to have this matter resolved and the necessary amended filings with the SEC prepared and filed prior to reporting its December 31, 2006 quarterly unaudited financial statements.

NOTE 10 - SEC Investigation of the Company

Around March 2006 the Company received a subpoena issued by the Securities and Exchange Commission (“SEC”) asking for certain data, documents, and depositions dealing primarily with the acquisitions and ownership changes of the Company since 2004 and forward. Management is of the opinion that it has provided all that the SEC has requested and intends to remain totally cooperative with the requests of the SEC. The current status of this investigation is unknown by the Company.

15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

INFORMATION RELATED TO FORWARD LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), we are hereby providing cautionary statements identifying important factors which could cause our actual results to differ materially from those projected in forward-looking statements made herein. Any statements which express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions of future events or performance are not statements of historical facts and may be forward-looking. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, including but not limited to, economic, competitive, regulatory, growth strategies, available financing and other factors discussed elsewhere in this report and in documents we have filed with the Securities and Exchange Commission. Many of these factors are beyond our control. Actual results could differ materially from the forward-looking statements made. In light of these risks and uncertainties, there can be no assurance that the results anticipated in the forward-looking information contained in this report will, in fact, occur.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Nano Chemical Systems Holdings, Inc., a Nevada corporation, was incorporated on July 30, 1999 under the name “Heritage Scholastic Corporation.” Prior to conducting its current operations, the Company was engaged in the business of publishing and distributing supplemental history textbooks for grades K through 12. However, on January 27, 2005, pursuant to a Stock Purchase and Share Exchange Agreement (the “Share Exchange Agreement”) between Heritage Scholastic Corporation, Nano Chemical Systems, Inc., a Nevada corporation (“NCS”), and the shareholders of NCS, Heritage Scholastic Corporation issued 36,000,000 shares of its issued and outstanding stock to the shareholders of NCS in exchange for 100% of the issued and outstanding stock of NCS. As a result of the Share Exchange Agreement, NCS became a wholly-owned subsidiary of Heritage Scholastic Corporation. In connection with the Share Exchange Agreement, on February 15, 2005, Heritage Scholastic Corporation changed its name from Heritage Scholastic Corporation to Nano Chemical Systems Holdings, Inc. (hereinafter the “Company”). To date we have devoted most of our efforts to developing our business plan, generating a demand for our products and raising working capital through equity financing. Our ability to generate revenues is primarily dependent upon our ability to cost-effectively and efficiently develop and market our proprietary products and successfully service our present customers. During the next six to twelve months of operations our priorities are to:

1. implement a marketing strategy to reach our target markets;

2.	develop and strengthen our strategic relationships with suppliers and distributors;
3.	respond to competitive developments in the marketplace;

4. establish the brand identity of our proprietary products; and

5. continue to service our present customer base.

The Company currently manufactures and sells aerosol-delivered janitorial and industrial products, waxes, lubricants, and polishes to other companies, which those companies then sell under their own brand-names. The Company also has its own line of branded products. Management believes that the Company can employ its excess production capacity to combine its aerosol operations with nanotechnology in order to bring to market aerosol-delivered nanoparticle products.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

In order to make the most efficient use of the capital available to us, we plan to conduct a limited research and development program for new products that will attempt to take advantage of nano-particulate enhancement. In particular, the Company has a line of solvents, penetrating oils, glass cleaners, and polishes for automobiles which will benefit from the inclusion of nano-particulates.

We plan to use the nanomaterials and titanium dioxide technology to produce titanium dioxide nanoparticles. Titanium dioxide nanoparticles and other products we intend to initially produce with the nanomaterials and titanium dioxide technology generally must be customized for a specific application working in cooperation with the end-user. We are still testing and customizing our titanium dioxide nanoparticle products for various applications and have no long-term agreements with end-users to purchase any of our titanium dioxide nanoparticle products. We may be unable to recoup our investment in the nanomaterials and titanium dioxide technology and nanomaterials and titanium dioxide equipment for various reasons, including the following:

1. products utilizing our titanium dioxide nanoparticle products, most of which are in the research or development stage, may not be completed or, if completed, may not be readily accepted by expected end-users;

2. we may be unable to customize our titanium dioxide nanoparticle products to meet the distinct needs of potential customers;

3. potential customers may purchase from competitors because of perceived or actual quality or compatibility differences;

4. our marketing and branding efforts may be insufficient to attract a sufficient number of customers; and

5. because of our limited funding, we may be unable to continue our development efforts until a strong market for nanoparticles develops.

We have not produced any nanoparticles or other products using our nanomaterials and titanium dioxide technology and equipment on a commercial basis. Our actual costs of production, or those of our licensees, may exceed those of competitors. Even if our costs of production are lower, competitors may be able to sell titanium dioxide and other products at a lower price than is economical for us or our licensees.

The Company is primarily dependent upon six large customers and operates in a highly competitive environment. One of these six customers, Pioneer Manufacturing, Inc., provides the majority of the Company’s sales. The loss of this major customer would have a negative impact on the future operations of the Company.

RESULTS OF OPERATIONS—QUARTER ENDING SEPTEMBER 30, 2006 AND 2005

For the three months ended September 30, 2006, we had losses totaling $455,556 compared to losses of $101,980 for the same period in 2005. This increased loss of 353,576 is primarily attributed to a $ 498,279 decrease in sales. As we implement our business plan, we believe our revenues should increase consistently. By focusing our efforts on limiting general and administrative expenses as we increase revenue, we expect to establish net income.

Cost of revenue generally includes costs associated with direct costs of materials. Cost of revenue for the three months ended September 30, 2006 was $297,768 compared to $365,963 for the same period in 2005. The decrease in cost of revenue was generally attributed to a decrease in sales. We expect that this figure will increase significantly as we implement our business plan and increase production of our products.

Selling, general, and administrative expense were $178,569 for the three months ended September 30, 2006, compared to $122,830 for the same period in 2005. The increase was primarily attributed to an increase in legal and accounting fees and costs. We expect that selling, general and administrative expenses will increase as the Company implements its business plan. We expect this increase to take the form of increased wages and employee expenses, sales and marketing expense, and other general and administrative expenses; however, we intend to ensure that any increase in the aforementioned expenses remains commensurate with an increase in revenues.

17

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Interest expense for the three month period ended September 30, 2006 was $26,601, compared to $26,617 for the same period in 2005. These increases were due to the GreenTree Note, described below in “Financing.”

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash, cash equivalents, and investments amounted to $3,656 as of September 30, 2006. The net cash used by the Company’s operating activities was $(88,942) and $76,998 for the three months ended as of September 30, 2006 and 2005, respectively. Net cash provided by financing activities, which is primarily due to major shareholder capital contributions and a note payable, amounted to $47,049 for the three months ended September 30, 2006, compared to $37,608 used in the quarter ended September 30, 2005.

As of November 17, 2006, we had cash on hand of approximately $5,000, which is insufficient to satisfy our operating requirements through November 30, 2006. To satisfy our operating requirements through December 31, 2006, we estimate that we will need an additional $150,000. If we do not generate revenues or secure debt or equity financing before November 30, 2006, we will be unable to sustain our current level of operations and may have to cut back or shut down our operations, sell material assets, or enter bankruptcy.

The Company’s actual future capital requirements in 2006 and beyond will depend, however, on many factors, including customer acceptance of the Company’s current and potential products, continued progress in the Company’s research and development activities and product testing programs, the magnitude of these activities and programs, and the costs necessary to increase and expand the Company’s manufacturing capabilities and to market and sell the Company’s products. Other important issues that will drive future capital requirements will be the development of new markets and new customers as well as the continued service of existing customers.

FINANCING

On June 30, 2005, the Company completed the issuance of a promissory note in the principal amount of One Million Three Hundred Thirty Three Thousand and No/100 Dollars ($1,333,000) to the Company’s largest shareholder, Green Tree Spray Technologies, LLC, a Delaware limited liability company (the “GreenTree Note”). The GreenTree Note was issued as part of the consideration under the Asset Purchase Agreement dated March 15, 2005, by and between GreenTree Spray Technologies, LLC and the Company. The GreenTree Note requires quarterly interest payments at 8% per annum with a final balloon payment equal to all remaining outstanding principal and interest due on March 15, 2007. The GreenTree Note is secured by certain assets of the Company. The Company has not made the required quarterly interest payments under the GreenTree Note, and therefore, is currently in default under the GreenTree Note.

On February 28, 2006, we entered into a Regulation S Stock Purchase Agreement (“Stock Purchase Agreement”) with Xtera Establishment Corporation, a Panamanian company (“Xtera”). Under the Stock Purchase Agreement, Xtera may, at its discretion, periodically purchase shares of our common stock for a total purchase price of up to $2,000,000. For each share of common stock purchased under the Stock Purchase Agreement, Xtera will pay us 32% of the previous day’s trading price of our common stock, as reported on the Over-the-Counter Bulletin Board or other principal market on which our common stock is traded. Xtera will notify us of its desire to purchase shares of our common stock by sending us a written purchase notice, which notice shall set forth the number of shares Xtera desires to purchase and the total consideration due to us. To date, we have sold 4,886,571 shares of our common stock to Xtera and have received proceeds of $586,839 under the Stock Purchase Agreement. There can be no assurance that Xtera will purchase any additional shares of our common stock under the Stock Purchase Agreement.

On December 15, 2005, we entered into two Stock Purchase and Subscription Agreements with Mercatus & Partners, LP (“Mercatus”) (collectively, the “Mercatus Agreements”). Under each Mercatus Agreement, Mercatus may purchase 4,455,310 shares of our common stock at $.38 per share. Each Mercatus Agreement provides Mercatus up to thirty (30) days to purchase our common stock. If we do not receive payment for the common stock within thirty (30) days from the date of execution of the Mercatus Agreements, we may demand that the shares be returned to us. As of the date of this filing, the Company has not received any funding under either Mercatus Stock Purchase Agreement and there can be no assurance that the Company will ever receive any proceeds under either Mercatus Stock Purchase Agreement.

18

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

We compete or may compete against entities which are much larger than we are, have more extensive resources than we do, and have an established reputation and operating history. Because of their size, resources, reputation, history and other factors, certain of our competitors may be able to exploit acquisition, development, and joint venture opportunities more rapidly, easily or thoroughly than we can. In addition, potential customers may choose to do business with our more established competitors, without regard to the comparative quality of our products, because of their perception that our competitors are more stable, are more likely to complete various projects, are more likely to continue as a going concern, and lend greater credibility to any joint venture.

Should events arise that make it appropriate for the Company to seek additional financing, it should be noted that additional financing may not be available on acceptable terms or at all, and any such additional financing could be dilutive to the Company’s stockholders. Such a financing could be necessitated by such things as the loss of existing customers, currently unknown capital requirements in light of the factors described above, new regulatory requirements that are outside the Company’s control; or various other circumstances coming to pass that are currently not anticipated by the Company.

GOING CONCERN

From our inception on September 1, 2003 through September 30, 2006, we have incurred operating losses of $ 3,262,865. The likelihood of our success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses. Our independent auditors have issued a going concern qualification in their report dated June 30, 2006, which raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there can be no assurance that we will generate sufficient revenues from the services offered by us to operate at a profit or pay expenses.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments which affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities which are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

However, the Company has yet does not to know yet what reporting period(s) this error (or errors) belongs to, but is quite sure it is after September 30, 2005. Consequently, the financial statements as of September 30, 2005 remain as previously reported whereas the financial information relating to the fiscal year ended June 30, 2006 has recognized the anticipated changes as a correction of an error pertaining to that prior period. . Management believes the net affect of the unreported error(s) will remain at or near $234,018.

Management previously had identified there was a problem in the accounting when the Company prepared its fiscal year end financial statements as of June 30, 2006. At that time, the Company believed it had corrected all of the amounts necessary to properly state its financial statements. However, on November 17, 2006, the Company identified another error, which has resulted in an overstatement of cash and cash equivalents of $234,018 as of June 30, 2006. Management believes this error may affect one or more previously reported quarterly financial statements as well. It does not know if any previously filed quarterly financial statements are also involved. Once management has determined what accounting period(s) the error(s) belongs to, then it will correct its previously filed financial statement(s) and SEC Edgar filing(s), including its fiscal year ended June 30, 2006. Management intends to believes it have this matter resolved and the necessary required amended filings with the SEC prepared and filedwill have been madeprior to reporting its December 31, 2006 quarterly unaudited financial statements.by January 31, 2007.

Stock Based Compensation. In December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based Payment.” SFAS 123(R) will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123(R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe that it will impact the company’s overall results of operations and financial position.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Impairment or Disposal of Long-Lived Assets.In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. The adoption of this Statement is not expected to have a material effect on our financial statements.

Revenue Recognition.The Company expects our primary source of revenue to come from the sales of our products. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or the service has been performed, the fee is fixed and determinable, and collectibility is probable.

Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument which is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after December 15, 2003. The adoption of this Statement is not expected to have a material effect on our financial statements.

Accounting for Servicing of Financial Assets. Statement of Financial Accounting Standards (SFAS) No. 156, “Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140” (SFAS No. 156) simplifies the accounting for servicing assets and liabilities. The adoption of SFAS No. 156 is not anticipated to have an impact on the Company’s Consolidated Financial Statements.

Accounting for Uncertainty in Income Taxes.FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) is an interpretation which clarifies FASB Statement No. 109, “Accounting for Income Taxes.” This Statement addresses uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement of a tax position taken, or expected to be taken, in a tax return. Any cumulative impact resulting from the adoption of FIN 48 would be recorded as an adjustment to beginning retained earnings. The Company is currently evaluating the impact of FIN 48 on the Company’s Consolidated Financial Statements.

Accounting for Certain Hybrid Financial Instruments. SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140” (SFAS No. 155) addresses the application of beneficial interests in securitized financial assets. The adoption of SFAS No. 155 is not anticipated to have an impact on the Company’s Consolidated Financial Statements.

In May 2003 the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument which is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after December 15, 2003. The adoption of this Statement is not expected to have a material effect on our financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. CONTROL AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures are, in fact, not effective in recording, processing, summarizing and reporting information required to be disclosed by the Company in the reports it files or submits under the Exchange Act within the time periods specified in the Commission’s rules and forms.

20

ITEM 3. CONTROL AND PROCEDURES - continued

Historically, the Company has not had a formal system of controls and procedures due to the fact that the Company is small in size and has had limited operations. Currently, management, with the oversight of the Principal Executive Officer and Principal Financial Officer, is devoting considerable effort to developing and implementing a formal system of disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the Company’s quarter ended September 30, 2006, the Company’s Principal Executive Officer and Principal Financial Officer have determined that there are no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the Matter of Nano Chemical Systems Holdings, Inc., (SF-2982). On January 26, 2006, the Company received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) requesting production of documents relating to the following matters: (i) the Stock Purchase and Share Exchange Agreement with Heritage Scholastic Corporation; (ii) the Asset Purchase Agreement with GreenTree Spray Technologies, LLC; (iii) our issuance of stock to various investors; (iv) our issuance of press releases; and (v) our filings under the Securities Exchange Act of 1934. The Company has responded to the subpoena and intends to cooperate fully with the SEC in this matter.

In conjunction with the following pending legal matters, management believes that there is a remote possibility that the Company will be held liable to pay damages and/or fines alleged or assessed against GreenTree Spray Technologies, LLC (“GreenTree”) as a result of its acquisition of certain assets of GreenTree. Although management believes that these legal matters are not obligations of the Company, it has reserved sufficient amounts to discharge the obligations owed to Tech Spray in the event the Company is found legally responsible for these matters. No amounts have been reserved in the financial statements included in this 10-QSB for the action brought by the Environmental Protection Agency against Marc Mathys or for the action brought by Mitchell Container against GreenTree.

In the Matter of: Marc Mathys d/b/a GreenTree Spray Technologies, LLC, U.S. EPA Docket Number RCRA-03-2005-0191, pending before Administrative Law Judge Carl Charneski. On June 30, 2005, the Environmental Protection Agency filed a complaint against Marc Mathys d/b/a GreenTree Spray Technologies, LLC (“GreenTree”), seeking fines of $103,738.00 for violations of the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. Sections 6901 et seq. The complaint is divided into seven counts as follows: 1) owning and/or operating a hazardous waste storage facility without a permit or interim status, 2) failure to keep hazardous waste containers closed, 3) failure to provide workers with hazardous waste training, 4) inadequate contingency plan, 5) failure to conduct weekly inspections, 6) inadequate 2003 annual report, and 7) improper management of universal waste lamps. The conduct complained of has been corrected since 2004. The EPA named Mr. Mathys individually because it alleges that the violations complained of occurred before the formation of GreenTree Spray Technologies, LLC. The director of Research and Development at GreenTree, via a response to the complaint, has admitted GreenTree’s guilt as to most of the violations. The Company does not believe that it is liable for these civil fines, and is of the opinion that payment of any fines is the responsibility of the parties who operated the plant at the time of the alleged violations. Furthermore, the Company believes that the parties who operated the plant at the time of the alleged violations are contractually bound to indemnify the Company against any environmental liability assessed against the Company.

Mitchell Container Services, Inc. v. GreenTree Spray Technologies, LLC, Case No. 2005-04-094, pending before the Court of Common Pleas of the State of Delaware in New Castle County. On April 6, 2005, Mitchell Container filed an action for replevin of fourteen separate 550 gallon steel containers leased to GreenTree Chemical Technologies, Inc. The plaintiff claims that GreenTree Spray Technologies, LLC had wrongfully taken possession of the containers, which GreenTree Chemical Technologies, Inc. had no right to sell. No representative from GreenTree Spray Technologies, LLC responded to the plaintiff’s complaint, and the plaintiff has obtained a default judgment of $46,235.50 against GreenTree Spray Technologies, LLC. The Company is in possession of the containers.

Tech Spray, L.P. v. GreenTree Spray Technologies, LLC, Case No. 093670-00-C, pending before the 251st District Court of Potter County Texas. On August 24, 2005, Tech Spray, L.P. filed an action to recover $226,149.00 it claims it is owed by GreenTree Spray Technologies, LLC for a delivery of 37,590 pounds of compressed gas. The court granted summary judgment in favor of Tech Spray against GreenTree. The plaintiff recently named the Company as a defendant in this matter. The Company answered the complaint on April 3, 2006.

21

ITEM 1. LEGAL PROCEEDINGS - continued

In addition to the foregoing proceedings, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Other than those proceedings described above, neither the Company nor our property is a party to any known proceeding that a governmental authority is contemplating.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

From July 1, 2006 to September 30, 2006 the Company sold 221,809 shares of common stock for $20,448 in cash.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
*31.2	Certification of Chief Financial officer pursuant to Rule 13a-14(a).
*32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
*32.2	Certification of the Chief Financial Officer 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed Herewith

SIGNATURES

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

	Dated November 20, 2006
NANO CHEMICAL SYSTEMS HOLDINGS, INC.
By:	/s/ Mathew M. Zuckerman
	Mathew M. Zuckerman
	President and Chief Executive Officer
By:	/s/ Tina Dennis
	Tina Dennis,
	Treasurer and Chief Financial Officer (Principal Financial Officer)

  22

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Mathew M. Zuckerman, certify that:

(1) I have reviewed this quarterly report on Form 10-QSB of Nano Chemical Systems Holdings, 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 registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

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

November 20, 2006	/s/ Mathew M. Zuckerman
	Mathew M. Zuckerman
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tina Dennis, certify that:

(1) I have reviewed this quarterly report on Form 10-QSB of Nano Chemical Systems Holdings, 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 registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

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

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

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

November 20, 2006	/s/Tina Dennis
	Tina Dennis
	Chief Financial Officer

EX-32.1

Exhbit 32.1

NANO CHEMICAL SYSTEMS HOLDINGS, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

WRITTEN STATEMENT OF THE CHIEF EXECUTIVE OFFICER

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Mathew M. Zuckerman, the undersigned President and Chief Executive Officer of Nano Chemical Systems Holdings, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-QSB of the Company for the quarter ended September 30, 2006 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof:

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

2. That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Mathew M. Zuckerman

Mathew M. Zuckerman

President and Chief Executive Officer

November 20, 2006

EX-32.2

Exhibit 32.2

NANO CHEMICAL SYSTEMS HOLDINGS, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

WRITTEN STATEMENT OF THE CHIEF FINANCIAL OFFICER

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Tina Dennis, the undersigned Treasurer and Chief Financial Officer of Nano Chemical Systems Holdings, Inc. (the “Company”), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-QSB of the Company for the quarter ended September 30, 2006 (the “Report”) as filed with the Securities and Exchange Commission on the date hereof:

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

2. That the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Tina Dennis

Tina Dennis

Treasurer, Chief Financial Officer and Director

November 20, 2006