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CTLE > SEC Filings for CTLE > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for NANO LABS CORP.

Form 8-K for NANO LABS CORP.


Unregistered Sale of Equity Securities, Financial Statements and Exhibits


DB Metals Joint Venture Agreement

On June 27, 2014, the Board of Directors of Nano Labs Corp., a Colorado corporation (the "Company") authorized the execution of that certain joint venture agreement dated June 16, 2014 (the "DB Metals Joint Venture Agreement") with DB Metals SA de CV ("DB Metals"), for the manufacture, distribution and marketing of DB Metal's technology and products. DB Metals is a technology based company located in Mexico that has been developing during the last six years a novel technology consisting of a three phase metallurgical process that enables the reduction significantly of time and raw materials required to recycle lead and other non ferrous metals. The general purpose of the DB Metals Joint Venture Agreement is to: (i) address market opportunities for metallurgic processes based on the DB Metals Technological Process and provide fulfillment funding to operate and/or to license the DB Metals Technological Process to third parties and to market the metal products addressing business opportunities; (ii) create a joint venture for operational and funding requirements and commitment of the corresponding DB Metals Technological Process whereby the Company will be able to address market opportunities; and (iii) have the Company establish a marketing and sales platform for DB Metals´s products and the DB Metals Technological Process from time to time for the purpose of business development. In accordance with the terms and provisions of the DB Joint Venture Agreement:
(i) DB Metals shall issue, assign, transfer, and deliver to the Company and the Company shall receive and accept at closing fifty percent (50%) of DB Metals shares issued and outstanding (the "Share Transfer"); and (ii). the Company shall issue to DB Metal´s shareholders 100,000,000 shares of its restricted common stock at a $0.01 per share price, which will be issued to the shareholders of DB Metals at closing. As of July 30, 2014 and fulfilment of all the conditions precedent, the closing took place.

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

Security Ownership of Certain beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Current Report by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

                       Name and Address of Beneficial       Amount and
 Title of Class                    Owner                    Nature of    Percent of
                                                            Beneficial   Class (1)
                           Officers and Directors

Common Stock      Bernardo Camacho Cavarria                 20,000,000     19.58%
                  Avenida Jorge Jimenez Cantu lote 4          shares
                  Business Center, Colonia Rancho Viejo,
                  Atizapan de Zaragoza, Estado de México,
                  Mexico. CP 52930

Common Stock      All directors and named executive         20,000,000     19.58%
                  officers as a group (1 person)              shares
 5% or
Common Stock      Jose Armando Camargo Del Bianco           80,000,000     78.34%
                  Avenida Jorge Jimenez Cantu lote 4
                  Business Center, Colonia Rancho Viejo,
                  Atizapan de Zaragoza, Estado de México,
                  Mexico. CP 52930


(1) Percentage of beneficial ownership of our common stock is based on 102,125,000 shares of common stock outstanding as of the date of the filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

Not applicable.

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