Nevada
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46-2510769
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(State or other jurisdiction of
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(I.R.S. Empl. Ident. No.)
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incorporation or organization)
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Large Accelerated Filer £
Non-Accelerated Filer £
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Accelerated Filer £
Smaller reporting company S
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(Do not check if a smaller reporting company)
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Item 1.
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Financial Statements (unaudited)
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4
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Balance Sheets as of December 31, 2013 (unaudited) and June 30, 2013 (audited)
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4
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Statements of Operations (unaudited) for the three and six months ended December 31, 2013 and for the cumulative period from April 10, 2013 (Date of Inception) to December 31, 2013
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5
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Statement of Changes in Shareholders’ Equity for the cumulative period from April 10, 2013 (Date of Inception) to December 31, 2013
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6
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Statements of Cash Flows (unaudited) for the six months ended December 31, 2013 and for the cumulative period from April 10, 2013 (Date of Inception) to December 31, 2013
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7
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Notes to Financial Statements (unaudited)
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8
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Item 2.
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Management’s Discussion and Analysis of Financial Condition of and Results of Operations
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12
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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15
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Item 4.
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Controls and Procedures
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15
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Item 1.
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Legal Proceedings
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15
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 3.
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Defaults Upon Senior Securities
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16
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Item 4.
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Mine Safety Disclosures
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16
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Item 5.
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Other Information
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16
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Item 6.
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Exhibits
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SIGNATURES
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17
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NANOANTIBIOTICS, INC.
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||||||||
(A Development Stage Company)
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||||||||
BALANCE SHEETS
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||||||||
December 31,
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June 30,
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|||||||
2013
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2013
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|||||||
ASSETS
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(unaudited)
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|||||||
CURRENT ASSETS:
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||||||||
Cash
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$ | 406,827 | 505,696 | |||||
Total Current Assets
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406,827 | 505,696 | ||||||
TOTAL ASSETS
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$ | 406,827 | 505,696 | |||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
CURRENT LIABILITIES:
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||||||||
Accounts Payable
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$ | - | 15,000 | |||||
Accrued Expenses
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16,750 | - | ||||||
Total Current Liabilities
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16,750 | 15,000 | ||||||
STOCKHOLDERS' DEFICIT
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||||||||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding
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- | - | ||||||
Common stock, $0.0001 par value; 300,000,000 shares authorized; shares issued and 87,060,000 shares issued and outstanding
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8,706 | 8,706 | ||||||
Capital in excess of par value
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499,500 | 499,500 | ||||||
Deficit accumulated during development stage
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(118,129 | ) | (17,510 | ) | ||||
Total Stockholders' Deficit
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390,077 | 490,696 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 406,827 | 505,696 |
NANOANTIBIOTICS, INC.
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(A Development Stage Company)
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||||||||||||
STATEMENTS OF OPERATION
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||||||||||||
Period
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||||||||||||
April 10, 2013
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||||||||||||
For the Three Months
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For the Six Months
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(Date of Inception)
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||||||||||
Ended December 31,
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Ended December 31,
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through December 31,
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||||||||||
2013
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2013
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2013
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(unaudited)
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(unaudited)
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(unaudited)
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||||||||||
REVENUE:
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||||||||||||
Sales
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$ | - | $ | - | $ | - | ||||||
- | - | - | ||||||||||
COST OF GOODS SOLD
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- | - | - | |||||||||
GROSS MARGIN
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- | - | - | |||||||||
OPERATING EXPENSES
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Research and development expenses
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19,150 | 30,010 | 30,010 | |||||||||
Selling, general and administrative expenses
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28,132 | 70,855 | 88,370 | |||||||||
TOTAL OPERATING EXPENSES
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47,282 | 100,865 | 118,380 | |||||||||
LOSS FROM OPERATIONS
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(47,282 | ) | (100,865 | ) | (118,380 | ) | ||||||
OTHER EXPENSE (INCOME)
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||||||||||||
Interest expense
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- | - | - | |||||||||
Interest income
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(156 | ) | (246 | ) | (251 | ) | ||||||
TOTAL OTHER EXPENSE (INCOME)
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(156 | ) | (246 | ) | (251 | ) | ||||||
NET LOSS
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$ | (47,126 | ) | $ | (100,619 | ) | $ | (118,129 | ) | |||
NET LOSS PER COMMON SHARE, BASIC AND DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
WEIGHTED AVERAGE NUMBER OF
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||||||||||||
COMMON SHARES OUTSTANDING, BASIC AND DILUTED
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87,060,000 | 87,060,000 | 73,050,478 |
NANOANTIBIOTICS, INC.
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(A Development Stage Company)
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STATEMENT OF STOCKHOLDERS' DEFICIT
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||||||||||||||||||||
FOR THE PERIOD APRIL 10, 2013 (DATE OF INCEPTION) THORUGH DECEMBER 31, 2013
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Capital in
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Total
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|||||||||||||||||||
Common Stock
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Common Stock
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Excess of
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Accumulated
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Stockholders'
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||||||||||||||||
Shares
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Amount
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Par Value
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Deficit
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Deficit
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||||||||||||||||
Balance, April 10, 2013
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- | - | - | - | - | |||||||||||||||
Issuance of Founders Shares, $0.0001
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82,060,000 | 8,206 | - | - | 8,206 | |||||||||||||||
Issuance of common stock for cash, $0.10
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5,000,000 | 500 | 499,500 | - | 500,000 | |||||||||||||||
Net loss
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- | - | - | (17,510 | ) | (17,510 | ) | |||||||||||||
Balance, June 30, 2013
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87,060,000 | 8,706 | 499,500 | (17,510 | ) | 490,696 | ||||||||||||||
Net loss for the three months ended, unaudited
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- | - | - | (100,619 | ) | (100,619 | ) | |||||||||||||
Balance, September 30, 2013 (unaudited)
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87,060,000 | 8,706 | 499,500 | (118,129 | ) | 390,077 |
NANOANTIBIOTICS, INC.
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(A Development Stage Company)
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STATEMENT OF CASH FLOWS
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Period
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April 10, 2013
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For the Six Months
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(Date of Inception)
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Ended December 31,
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through December 31,
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2013
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2013
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(unaudited)
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (100,619 | ) | $ | (118,129 | ) | ||
Adjustments to reconcile net loss to net cash to cash used by operating activities:
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Increase (decrease) in:
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Accounts Payable
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(15,000 | ) | - | |||||
Accrued Expenses
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16,750 | 16,750 | ||||||
Net cash used by operating activities
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(98,869 | ) | (101,379 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
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Net cash used by investing activities
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- | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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Issuance of common stock
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- | 508,206 | ||||||
Net cash provided by financing activities
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- | 508,206 | ||||||
Net (decrease) increase in cash
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(98,869 | ) | 406,827 | |||||
Cash, beginning of period
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505,696 | - | ||||||
Cash, end of period
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$ | 406,827 | $ | 406,827 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid for interest
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$ | - | $ | - |
1.
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Background Information
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2.
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Going Concern
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3.
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Significant Accounting Policies
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5.
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Income Taxes
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December 31, 2013
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June 30, 2013
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Tax expense (benefit) at U.S. statutory rate
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$
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(30,200
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)
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$
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(6,000
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)
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State income tax expense (benefit), net of federal benefit
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(5,000
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)
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(900
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)
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Effect of non-deductible expenses
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—
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—
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|||||
Other
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—
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—
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|||||
Change in valuation allowance
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35,200
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6,900
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|||||
$
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—
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$
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—
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Deferred tax assets (liability), noncurrent:
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Net operating loss
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$
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35,200
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Valuation allowance
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(35,200
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)
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$
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—
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Balance, April 10, 2013
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$
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—
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Increase in valuation allowance
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(28,300
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)
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Balance, December 31, 2013
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(28,300
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)
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●
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Research and Development of $500,000, which includes planned costs for NEB-MRSA, NA-MRSA, and NEB-TB, NA-TB;
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●
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Corporate overhead of $100,000, which includes budgeted legal, accounting and other costs expected to be incurred;
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●
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Capital costs of $75,000, which is the estimated cost for equipment to be deployed at vendor sites to be selected; and
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●
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Staffing costs of $100,000.
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●
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delay, scale-back or eliminate some or all of our research and product development programs;
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●
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provide licenses to third parties to develop and commercialize products or technologies that we would otherwise seek to develop and commercialize ourselves;
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●
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seek strategic alliances or business combinations;
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●
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attempt to sell our company;
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●
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cease operations; or
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●
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declare bankruptcy.
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Exhibit
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||
31.1
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Certification of Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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32.1
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Certification of Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
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Signature
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Titles
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Date
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/s/ Elliot Ehrlich
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Elliot Ehrlich
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Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Financial and Accounting Officer, Corporate Secretary, Treasurer and Chairman of the Board
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January 29, 2014
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/s/ Rajah Menon
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Rajah Menon
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President and Director
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January 29, 2014
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(1) | The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
I, Elliot Ehrlich, certify that: | ||
1. | I have reviewed this quarterly report on Form 10-Q of NanoAntibiotics, 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.
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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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f)) for the registrant and have: | ||
a)
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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;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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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
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d)
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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 the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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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 the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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9XA@K"3R
M_0M+4V^+H]N&ABUG 3. Significant Accounting Policies Unaudited Interim Financial Statements The accompanying unaudited financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America for interim financial information and
with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal
recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations;
and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of
operations for such interim periods are not necessarily indicative of operations for a full year. Basis of Presentation The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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. Development Stage Company The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles related to development stage companies. A development-stage company is one in which
planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there
from. Cash Cash is maintained at financial institutions and, at times, balances
may exceed federally insured limits. We have never experienced any losses related to these balances. All of our non-interest bearing
cash balances were fully insured at December 31, 2013, and our interest bearing cash balances may exceed federally insured limits. Financial Instruments The Companys financial instruments include cash and accounts
payable. The carrying amounts of cash and accounts payable approximate their fair value, due to the short-term nature of these
items. Research and Development Research and development costs are charged to operations when incurred
and are included in operating expenses. The company expensed $28,750 and $30,010 respectively, for research and development for
the three and six months ended December 31, 2013. Income Taxes Deferred income tax assets and liabilities arise from temporary
differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by
the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are
classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred
tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods
in which the temporary differences are expected to reverse. The Company follows the provisions of FASB ASC 740-10 Uncertainty
in Income Taxes (ASC 740-10), January 1, 2007. The Company has not recognized a liability as a result of the implementation
of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there
are no unrecognized benefits at December 31, 2013 and since the date of adoption. The Company has not recognized interest expense
or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize
interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Earnings (Loss) per Share Basic earnings per share are computed by dividing net income by
the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed
by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during
the year. The Company did not have any common stock equivalents for the period ended December 31,, 2013. Stock-based Compensation The Company recognizes all share-based payments to employees, including
grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense
will be recognized over the period during which an employee is required to provide services in exchange for the award, known as
the requisite service period (usually the vesting period). There were no grants awarded during the period ended December 31,
2013. Fair Value Measurements In September 2006, the Financial Accounting Standards Board (FASB)
introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities.
The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the
impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and
Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer
a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three
levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs
other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally
from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement
and unobservable. Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These
financial instruments include accounts payable. Recent accounting pronouncements Other recent accounting pronouncements issued by the FASB (including
its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Companys financial
statements.U_:[VG[DH*PO=
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3. Significant Accounting Policies