SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period year: June 30, 2012
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-52860
Shrink Nanotechnologies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
7020 Belcrest Drive
Plano, Texas 75024
(Registrants telephone number, including area code)
(Address of principal executive offices)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.
Large accelerated filer . Accelerated filer . Non-accelerated filer . Smaller reporting company X .
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes . No X .
APPLICABLE ONLY TO CORPORATE ISSUERS
Shares of the registrants common stock held by each executive officer and director and each by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
There were a total of 224,746,249 common shares outstanding, $0.001 par value, as of August 6, 2012
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes . No X .
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Shrink Nanotechnologies, Inc. for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the Form 10-Q), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits.
Financial Statements and Schedules
The financial statements are set forth under Item 1 of this Quarterly Report. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
The following exhibits are incorporated herein by reference to the following filings
Certificate of Incorporation
Amended and Restated Certificate of Incorporation
Certificate of Designation (Series A and B Preferred Stock)
Asset Purchase Agreement, dated as of September 30, 2009, between the Company as Seller, Dao Information Systems, LLC, DAO Information Systems, Inc. and Luis J. Leung.
Meaux Street Partners LP $25,000 10% Convertible Promissory Note, dated July 1, 2008
The Sonkei Trust $25,000 First Amended 10% Convertible Promissory Note, dated July 1, 2008
September 30, 2008 Settlement Agreements with SixTech Desenvolvmento Sistemas de Informatica Ltda.
September 30, 2008 Settlement Agreements with David F. Rubin, DAO Information Systems, LLC., and John Burkett
September 30, 2008 Settlement Agreement with Luis Leung
Licensing Consent Agreement, dated as of September 30, 2008, between BCGU, LLC, the Company and Dao Information Systems, LLC
First Amended Licensing Consent Agreement, dated as of November 25, 2008, between BCGU, LLC, the Company and Dao Information Systems, LLC
Form 10-K Report
September 30, 2008 Settlement Agreements between the Company and For Goodness
September 30, 2008 Settlement Agreements between the Company and Mathew Luchak
October 1, 2008 Omnibus Settlement Agreement between the Company and Luis Leung
Second Amended License Consent Agreement dated as of November 30, 2008 between the Company and BCGU
Exhibit 3.1 March 19, 2009 Amendment to the Articles of Incorporation
March 19, 2008 Designation of Series C Preferred Stock
Code of Ethics adopted on February 10, 2006
Share Exchange Agreement, dated as of January 15, 2009 between the Company and BCGU
Debt Consolidation Agreement with Noctua Fund L.P., dated May 7, 2009
$100,000 14% Secured Convertible Secured Promissory Note, issued May 7, 2009
Binding Letter of Intent to acquire Shrink Technologies, Inc., a California corporation
Certificate of ownership and merger, name change to Shrink Nanotechnologies, Inc.
Share Exchange Agreement between the Company, Marshall Khine and Shrink Technologies, Inc. (Shrink), dated as of May 29, 2009
Exclusive License Agreement for Processes for Microfluidic Fabrication and Other Inventions, between the Regents of the University of California (UC Regents) and Shrink
Research Agreement, dated as of June 2008, between Shrink and UC Regents (Merced)
Office space sublease, between Shrink and Business Consulting Group Unlimited, Inc.
Operating Agreement, dated as of May 29, 2009, between Shrink and BCGU, LLC
Debt Consolidation Agreement, May 29, 2009, between Shrink and Noctua Fund LP
Note Exchange Agreement
Consulting Agreement with Dr. Michelle Khine
List of Subsidiaries of Registrant
Unaudited Pro Forma Financial Statements: Shrink Nanotechnologies, Inc.
Audited Financial Statements of Shrink Technologies, Inc.
Amended and restated Bylaws of Shrink Nanotechnologies, Inc.
Consulting Agreement Heiner Dreismann, dated June 22, 2009
First Amended Operating Agreement
First Amended Asset Purchase Agreement with Dao Information Systems, Inc., dated as of December 7, 2009
2/3/2010 and Amended on 4/8/2010
Overview of Shrink Nanotechnologies, Inc.
Form 10-K Report
Certificate of Amendment to Articles of Incorporation
Form of Convertible Note 12%
Form of Series A Warrant
Sponsored Research Agreement Between the Company and The Regents of the University of California on behalf of Irvine campus dated May 3, 2010
Consortium Agreement among Academic Partners and Sponsors of the Micro/Nano Fluidics Fundamentals Focus MF3 Center, effective as of June 1, 2010
Agreement dated as of January 4, 2010, between the Company and Justin Heit
Consulting Agreement dated January 4, 2010, between the Company and OTC Investor Source, Inc.
Consulting Agreement dated as of February 15, 2010, between the Company and Andrew Simon.
Consulting Agreement dated as of March 1, 2010, between the Company and Andrew Boll
Consulting Agreement, dated April 23, 2010, between the Company and Bruce Peterson
Scientific Advisory Board Consulting Agreement, between the Company and Dr. Sayantani Ghosh
Patent and Know-How License Agreement between Shrink Nanotechnologies, Inc. and Corning Incorporated, dated as of July 26, 2010
Lease Agreement between Shrink Nanotechnologies, Inc. and The University of California on behalf of Irvine campus, dated as of October 1, 2010
Letter from Auditor, Chisholm, Bierwolf, Nilson & Morrill, LLC
Sponsored Research Agreement, dated as of September 14, 2010, between Shrink Nanotechnologies, Inc. and University of California, Irvine
Consulting Agreement between the Company and Equire, LLC. Business Financial Advisory
License Agreement between Blackbox Semiconductor, Inc. and the University of Chicago, dated as of November 30, 2010
Shrink Nanotechnologies, Inc. 2010 Stock Incentive Plan
2010 Stock Incentive Plan
Opinion of Levy International Law, LLC on legality
Consent of Independent Registered Public Accounting Firm
Consent of Levy International Law, LLC (included in Exhibit 5.1)
Power of Attorney (included on signature page to this Registration Statement)
Second Amended Operating Agreement between Shrink Nanotechnologies, Inc. and BCGU, LLC
Extension of Research Agreement with University of California Regents, Irvine
Letter from Auditor, Mark Bailey & Company, Ltd. Reno Nevada
Letter of Intent, dated as of March 29, 2011, between Shrink Nanotechnologies, Inc. and Nanopoint, Inc.
Certification of Darren Miles, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act 2002.
Certification of Darren Miles, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act 2002
Certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to section 906 The Sarbanes-Oxley Act 2002, executed by Darren Miles, President and Chief Financial Officer.
Certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to section 906 The Sarbanes-Oxley Act 2002, executed by Darren Miles, Principal Financial Officer
With this filing
XBRL (eXtensible Business Reporting Language)*
*XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 7, 2012
SHRINK NANOTECHNOLOGIES, INC.
By: /s/ Darren Miles
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting