UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~ 31JUNE 30, ~~2013~~2014

☐	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: 000-52972

STALAR 2, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-1402651
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
317 Madison Ave., Suite 1520,
200 East 62nd Street, Apt. 25B
New York, NY		~~10017~~10065
(Address of principal executive offices)		(Zip Code)

(212) 953-1544 (Registrant's telephone number, including area code) ~~N/A~~317 Madison Ave., Suite 1520, New York, NY 10017 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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 ☒ ☑ No ~~|_|~~ ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ ☑ No ~~|_|~~ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

~~|_|~~☐ Large Accelerated Filer ~~|_|~~ ☐ Accelerated Filer ~~|_|~~ ☐ Non-accelerated ~~Filer ☒~~ Filer ☑ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ ☑ No ~~|_|~~ ☐

At ~~February~~August 1312, 2014, 2,042,000 ~~shares~~ shares of the Registrant's Common Stock and no shares of the Registrant's Preferred Stock were issued and outstanding.

-1-

TABLE OF CONTENTS


	PART I: FINANCIAL INFORMATION
		Page

Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4	Controls and Procedures	13

	PART II: OTHER INFORMATION

Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 5	Other Information	13
Item 6	Exhibits	14

	SIGNATURES	14

TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
		Page
Item 1	Unaudited Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	13
	PART II: OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 5	Other Information	13
Item 6	Exhibits	14
	SIGNATURES	14

-2-

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STALAR 2, INC.

(A Development Stage Company)

INDEX TO INTERIM FINANCIAL STATEMENTS (Unaudited)

INTERIM FINANCIAL STATEMENTS (Unaudited)	Page No.
Interim Balance Sheets December 31, 2013 and September 30, 2013 (Audited)	4
Interim Balance Sheets
Interim Statements of Operations For the three months ended December 31, 2013 and 2012 and for the period November 13, 2007, (inception) to December 31, 2013	5 5
June 30, 2014 and September 30, 2013 (Audited)	4
Interim Statements of Cash Flows For the three months ended December 31, 2013 and 2012 and for the period November 13, 2007, (inception) to December 31, 2013	6 6
Interim Statements of Operations
Interim Statement of Changes in Stockholders’ Deficit For the period November 13, 2007, (inception) to December 31, 2013	7
For the three months ended June 30, 2014 and 2013; for the nine months ended June 30, 2014 and 2013; and for the period November 13, 2007, (inception) to June 30, 2014	5 5 5
Interim Statements of Cash Flows
For the nine months ended June 30, 2014 and 2013; and for the period November 13, 2007, (inception) to June 30, 2014	6 6
Interim Statement of Changes in Stockholders’ Deficit
For the period November 13, 2007, (inception) to June 30, 2014	7
Notes to Interim Financial Statements	8 - 10

-3-

STALAR 2, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

	December 31,			September 30,
	June 30,			September 30,
	2013			2013
	2014			2013
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	—45		$	183
Total current assets	$	—45		$	183
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	3033,~~038~~082		$	31,645
Due to related party – loan payable to President		75,370			71,130
Due to related party - loan payable to President		83,720			71,130
Total current liabilities	$	~~105~~116,~~408~~802		$	102,775
Total liabilities	$	~~105~~116,~~408~~802		$	102,775
Stockholders' deficit
Preferred stock - $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		—			—
Common stock - $0.0001 par value; 75,000,000 shares authorized; 2,042,000 issued and outstanding		204			204
Additional paid-in capital		1,676			1,676
Deficit accumulated during the development stage		(~~107~~118,~~288~~637	)		(104,472	)
Total stockholders' deficit		(~~105~~116,~~408~~757	)		(102,592	)
	$	—		$	183
Total liabilities and stockholders’ deficit	$	45		$	183

The accompanying notes are an integral part of these unaudited interim financial statements.

-4-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~November~~Nine ~~13,~~Months ~~2007~~Ended						November 13, 2007
	December 31,						(Inception) to
	June 30,						June 30,						(Inception) to
	2013			2012			December 31, 2013
	2014			2013			2014			2013			June 30, 2014
Revenues	$	—		$	—		$	—		$	—		$	—
General and administrative expenses
Professional fees		24,~~140~~759			4,~~424~~445			9412,~~020~~082			12,589			103,962
Organization costs		—			—			~~3,441~~—			—			3,441
Interest expense		~~600~~668			~~467~~501			71,~~141~~882			1,444			8,423
Sundry		7675			—			~~2,686~~201			325			2,811
		2,816			4,891			107,288
Total expenses		5,502			4,946			14,165			14,358			118,637
Net Loss	$	(2,816	)	$	(4,891	)	$	(107,288	)
Net loss		(5,502	)		(4,946	)		(14,165	)		(14,358	)		(118,637	)
Loss per common share:
basic and diluted	$	(0.~~0014~~003	)	$	(0.~~0024~~002	)	$	(0.007	)	$	(0.007	)
Weighted average number of
Weighted average number of common shares outstanding, basic and diluted		2,042,000			2,042,000			2,042,000			2,042,000
common shares outstanding,
basic and diluted		2,042,000			2,042,000

The accompanying notes are an integral part of these unaudited interim financial statements.

-5-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended						November 13, 2007
	Nine Months Ended						November 13, 2007
	December 31,						(Inception) to
	June 30,						(Inception) to
	2013			2012			December 31, 2013
	2014			2013			June 30, 2014
Cash flows from operating activities:
Net loss	$	(214,~~816~~165	)	$	(414,~~891~~358	)	$	(~~107~~118,~~288~~637	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		—			—			780
Increases (decreases) in cash flows from operating activities resulting from changes in:
Increases in cash flows from operating activities resulting from changes in:
Accounts payable and accrued expenses		(1,~~607~~437	)		1,~~837~~782			3033,~~038~~082
Net cash used in operating activities		(412,~~423~~728	)		(312,~~054~~576	)		(7684,~~470~~775	)
Cash flows from financing activities:
Proceeds from issuance of common stock		—			—			1,100
Loans from President		412,~~240~~590			312,~~054~~608			7583,~~370~~720
Net cash provided by financing activities		412,~~240~~590			312,~~054~~608			7684,~~470~~820
Net decrease in cash		(183	)		—			—
Net increase (decrease) in cash		(138	)		32			45
Cash, beginning of period		183			127			—
Cash, end of period	$	—45		$	~~127~~159		$	—45
Supplemental cash flow information:
Non-cash financing activities:
Common stock issued for services	$	—		$	—		$	780

The accompanying notes are an integral part of these unaudited interim financial statements.

-6-

STALAR 2, INC.

(A Development Stage Company)

INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

							Deficit
							Accumulated
					Additional		During
					Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Shares issued at inception, November 13, 2007		—	$	—	$	—	$	—		$	—
Shares issued for cash, at par $.0001		2,000,000		200		—		—			200
Net loss for the period		—		—		—		(12,293	)		(12,293	)
Balance, September 30, 2008		2,000,000		200		—		(12,293	)		(12,093	)
Shares issued for cash, valued at $.04 per share		22,500		2		898		—			900
Net loss for the year		—		—		—		(20,999	)		(20,999	)
Balance, September 30, 2009		2,022,500		202		898		(33,292	)		(32,192	)
Shares issued for services valued at $.04 per share		19,500		2		778		—			780
Net loss for the year		—		—		—		(14,116	)		(14,116	)
Balance, September 30, 2010		2,042,000		204		1,676		(47,408	)		(45,528	)
Net loss for the year		—		—		—		(20,979	)		(20,979	)
Balance, September 30, 2011		2,042,000		204		1,676		(68,387	)		(66,507	)
Net loss for the year		—		—		—		(15,750	)		(15,750	)
Balance, September 30, 2012		2,042,000		204		1,676		(84,137	)		(82,257	)
Net loss for the year		—		—		—		(20,335	)		(20,335	)
Balance, September 30, 2013		2,042,000		204		1,676		(104,472	)		(102,592	)
Net loss for the period		—		—		—		(214,~~816~~165	)		(214,~~816~~165	)
Balance, December 31, 2013		2,042,000	$	204	$	1,676	$	(107,288	)	$	(105,408	)
Balance, June 30, 2014		2,042,000	$	204	$	1,676	$	(118,637	)	$	(116,757	)

The accompanying notes are an integral part of these unaudited interim financial statements.

-7-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~December~~June 3130, ~~2013~~2014

(Unaudited)

NOTE A – BASIS OF PRESENTATION, ORGANIZATION OF THE COMPANY AND GOING CONCERN

Basis of Presentation The accompanying unaudited interim financial statements as of ~~December~~June 3130, ~~2013~~2014 and for the nine and three months ended ~~December~~June 3130, ~~2013~~2014 and ~~2012~~2013 and for the period from November 13, 2007 (inception) to ~~December~~June 3130, ~~2013~~2014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, (“SEC”), including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information ~~and~~ and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended September 30, 2013 and for the period November 13, 2007, (inception), to September 30, 2013 as disclosed in the Company's 10-K for that period as filed with the SEC.

The results of the period ended ~~December~~June 3130, ~~2013~~2014 are not necessarily indicative of the results to be expected for the year ending September 30, 2014, the Company’s fiscal year end.

The Company has not earned any revenue since its inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in the FASB Codification Topic 915. Among the disclosures required by the FASB Codification Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Organization of the Company STALAR 2, Inc. (‟the Company‟), was incorporated in the State of Delaware on November 13, 2007. The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations. The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been engaged in organizational efforts, obtaining initial financing and has commenced negotiations with various operating entities however, has not entered into any letter of intent to date. Any agreements that were executed have been terminated.

~~Going~~STALAR ~~Concern The~~2, ~~accompanying~~Inc. ~~unaudited~~(‟the ~~financial~~Company‟), was ~~statements~~incorporated ~~have been prepared~~ in ~~conformity with generally accepted accounting principles in~~ the ~~United~~State ~~States~~ of ~~America,~~Delaware ~~which~~on ~~contemplate~~November ~~continuation~~13, ~~of the Company as a going concern~~2007. The Company, ~~however,~~which ~~has~~is ~~minimal assets~~in ~~and~~the ~~working~~development ~~capital~~stage, ~~and~~is ~~lacks~~ a ~~sufficient~~“shell company”, ~~source~~because ofit ~~revenues,~~has ~~which~~no ~~raises~~or ~~substantial~~nominal ~~doubt~~assets, ~~about~~other ~~the~~than ~~Company’s ability~~cash, toand ~~continue~~no asor anominal ~~going concern~~operations. The Company’s ~~ability~~was formed to ~~continue as~~ pursue a ~~going~~business ~~concern~~combination ~~and~~with toan ~~realize~~operating ~~its~~private ~~assets~~company, ~~and to~~foreign ~~discharge~~or ~~its~~domestic, ~~liabilities~~seeking ~~is dependent upon the Company’s management~~ to ~~securing~~become a ~~business~~reporting, ~~combination~~“public” company. ~~Management~~No ~~intends to~~assurances ~~fund~~can ~~working~~be ~~capital~~given ~~requirements for the foreseeable future and believes~~ that the ~~current~~Company ~~business~~will ~~plan~~be ifsuccessful ~~successfully~~in ~~implemented may~~locating ~~provide~~or ~~the~~negotiating ~~opportunity~~with ~~for~~any ~~the~~target company. The Company tohas ~~continue~~been asengaged ain ~~going~~organizational ~~concern.~~efforts, ~~The~~obtaining ~~accompanying~~initial ~~statements~~financing doand ~~not~~on ~~include~~April ~~any~~24, ~~adjustments that~~2014 ~~might~~entered ~~result~~into ~~should~~a ~~the~~letter ~~Company be unable~~ agreement to ~~continue~~effect as a ~~going~~merger, ~~concern~~see Note F.

~~NOTE~~Going ~~B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Concern

~~Estimates~~The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

The preparation of financial statements in conformity with generally accepted accounting principles 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.8

-8-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~December~~June 3130, ~~2013~~2014

(Unaudited)

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(Continued)~~

Estimates

Loss Per Share

The Company uses Topic 260, “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

Fair Value Measurements

Generally accepted accounting principles ("GAAP") define fair value, provide guidance for measuring fair value and require certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs that reflect the Company's assumptions.

~~Level 2: Inputs~~The ~~other~~Company’s ~~than~~financial ~~quoted~~instruments consist ~~prices~~of ~~that~~cash, ~~are~~accounts ~~observable~~payable ~~for~~and ~~the~~accrued ~~asset~~expenses orand ~~liability,~~loan ~~either~~payable ~~directly~~– ~~or indirectly~~President. ~~These~~The ~~include quoted~~carrying ~~prices~~value ~~for~~approximates ~~similar~~fair value ~~assets~~due orto ~~liabilities~~the inshort ~~active~~maturity ~~markets~~of ~~and~~these ~~quoted prices for identical or similar assets or liabilities in markets that are not active~~instruments.

Level 3: Unobservable inputs that reflect the Company's assumptions.

The Company’s financial instruments consist of cash, escrow deposits, accounts payable and accrued expenses and loan payable – President. The carrying value approximates fair value due to the short maturity of these instruments.

NOTE C - RELATED PARTY BALANCES AND TRANSACTIONS

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to Steven R. Fox, the President and a director, for total proceeds of $200.

Due to related party - Loan Payable to President

Steven R. Fox, the President and a director of the Company, has advanced funds to the Company to cover cash requirements. The loan is unsecured and is payable on demand with interest at the prime rate of 3.25% at ~~December~~June 3130, ~~2013~~2014 and ~~2012~~2013.

~~NOTE D – INCOME TAXES~~9

As of December 31, 2013 there are loss carryforwards for Federal income tax purposes of approximately $107,000, available to offset future taxable income. The carryforwards begin to expire in 2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of December 31, 2013 and 2012 the Company had a deferred tax asset amounting to approximately $37,400 and $31,000, respectively. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.

Certain provisions of the tax law may limit net operating loss carryforwards available for use in any given year in the event of a significant change in ownership.

Federal and state income tax returns for years prior to 2010 are no longer subject to examination by tax authorities.

-9-

STALAR 2, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~December~~June 3130, ~~2013~~2014

(Unaudited)

NOTE D – INCOME TAXES

As of September 30, 2013 there are loss carryforwards for Federal income tax purposes of approximately $103,000, available to offset future taxable income. The carry forwards begin to expire in 2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of September 30, 2013 and 2012 the Company had a deferred tax asset amounting to approximately $36,000 and $29,000, respectively. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.

Certain provisions of the tax law may limit net operating loss carry forwards available for use in any given year in the event of a significant change in ownership.

Federal and state income tax returns for years prior to 2010 are no longer subject to examination by tax authorities.

NOTE E – EQUITY TRANSACTIONS

In January 2009, the Company issued 22,500 shares of common stock to unrelated parties at a per share price of $.04, pursuant to a Common Stock offering, for total cash proceeds of $900.

In January 2010, the Company issued 19,500 shares of common stock for services valued at $.04 per share, for a total value of $780.

~~-10-~~NOTE F – NANOMED AGREEMENT LETTER

On April 24, 2014, Stalar 2, Inc. (“Stalar”) entered into a Letter Agreement (the “Agreement”) with NanoMed Targeting Systems Inc. (“NanoMed”), an unrelated third party. Pursuant to the Agreement, NanoMed would effect a merger with Stalar, with Stalar as the surviving entity (the “Merger”). The Merger shall be structured to include the following elements: (i) the acquisition by Stalar of all of the outstanding equity interests of NanoMed from the owners thereof in exchange for newly issued shares of Common Stock of Stalar; and (ii) a private placement transaction by Stalar resulting in gross proceeds to Stalar of at least $1,000,000, which shall occur simultaneously with the closing of the Merger (the “Private Placement”). In consideration of the Merger and Private Placement, the stockholders of Stalar, or their designees, would maintain a post-Merger, post-Private Placement ownership of forty-five percent (45%) of the fully-diluted capital stock of Stalar, and the prior shareholders of NanoMed, shall own fifty-five percent (55%) of the fully-diluted capital stock of Stalar. The shares held by the previous shareholders of Stalar shall be entitled to piggy-back registration rights. Additionally, the Agreement prohibits NanoMed from soliciting, entertaining, negotiating, accepting or considering a merger transaction with any other entity. The term of the Agreement is four (4) months, however, in the event that either Stalar or NanoMed determines that there is a material adverse issue that arises in the course of their due diligence investigation, each party has the right to immediately terminate the Agreement without any liability to the non-terminating party.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on form 10-K for the year ended September 30, ~~2013,~~2012 ~~in our Registration Statement on form 10-SB, filed December 12, 2007,~~ and in any press releases and other communications to shareholders that may be issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Company Overview and Plan of Operation

Stalar 2, Inc. ("we", "us", "our", the "Company" or the "Registrant") was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended ~~December~~June 3130, ~~2013~~2014, nor for the period November 13, 2007 (inception) to ~~December~~June 3130, ~~2013~~2014 and has no operations as of the date of this filing. The Company was formed as a vehicle to pursue a business combination and has made numerous efforts to date to identify a possible business combination. The business purpose of the Company is to seek the acquisition of, or merger with, an existing operating company.

Currently our Company would be defined as a "shell" company, an entity which is generally described as having no or nominal operations and no or nominal assets. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

~~Our~~As ~~principal~~reported ~~business~~on ~~objective~~Form ~~for~~8-K, filed by the ~~next~~Company 12on ~~months~~April ~~and~~29, ~~beyond~~2014, ~~such~~the ~~time~~Company ~~will~~entered beinto toa ~~achieve~~Letter ~~long-term~~Agreement ~~growth~~with ~~potential~~NanoMed ~~through~~Targeting aSystems ~~combination~~Inc. ~~with~~(“NanoMed”) anon ~~operating~~April ~~business~~24, 2014. ~~The~~Pursuant ~~Company~~to ~~will~~the ~~not~~Letter ~~restrict~~Agreement, ~~our~~NanoMed ~~potential~~would ~~candidate~~effect ~~target~~a ~~companies~~merger towith ~~any specific~~the ~~business~~Company, ~~industry~~with orthe ~~geographical~~Company ~~location~~as ~~and,~~the ~~thus,~~surviving ~~may~~entity ~~acquire~~(the ~~any~~“Merger”). ~~type~~The ofMerger ~~business.~~shall Webe ~~may~~structured ~~consider~~to ainclude ~~business~~the ~~which~~following elements: ~~has~~(i) ~~recently commenced~~the ~~operations,~~acquisition isby athe ~~developing~~Company ~~company~~of inall ~~need~~of the outstanding equity interests of ~~additional~~NanoMed ~~funds~~from the owners thereof in exchange for ~~expansion~~newly ~~into~~issued ~~new~~shares ~~products~~of orCommon ~~markets,~~Stock isof ~~seeking to~~the ~~develop~~Company; and (ii) a ~~new~~private ~~product~~placement ortransaction ~~service,~~by orthe isCompany anresulting ~~established~~in ~~business~~gross proceeds ~~which~~of ~~may~~at beleast ~~experiencing~~$1,000,000, ~~financial~~which orshall ~~operating~~occur ~~difficulties and~~simultaneously iswith inthe ~~need~~closing of ~~additional~~the ~~capital.~~Merger (the “Private Placement”). In consideration of the ~~alternative~~Merger and Private Placement, our stockholders, or their designees, would maintain a ~~business~~post-Merger, ~~combination~~post-Private Placement ~~may~~ownership ~~involve~~of forty-five percent (45%) of the ~~acquisition~~fully-diluted capital stock of Company, orand ~~merger~~the ~~with~~prior stockholders of NanoMed, ashall ~~company~~own ~~which~~fifty-five ~~does~~percent ~~not~~(55%) ~~need~~of ~~substantial~~the ~~additional~~fully-diluted capital, ~~but~~stock ~~which~~of ~~desires~~the Company. The shares held by the pre- Merger stockholders of the Company shall be entitled to ~~establish~~piggy-back aregistration ~~public~~rights. ~~trading~~Additionally, ~~market~~the ~~for~~Letter ~~its~~Agreement ~~shares~~prohibits NanoMed from soliciting, ~~while~~entertaining, ~~avoiding~~negotiating, ~~among~~accepting or considering a merger transaction with any other ~~things~~entity. The term of the Letter Agreement is four (4) months, however, in the ~~time~~event ~~delays~~that either the Company, ~~significant~~or ~~expense~~NanoMed, ~~and~~determines ~~loss~~that ofthere ~~voting~~is ~~control~~a ~~which~~material ~~may~~adverse ~~occur~~issue that arises in athe ~~public~~course of their due diligence investigation, each party has the right to immediately terminate the Letter Agreement ~~offering~~without any liability to the non-terminating party. No material relationship is known to exist between us and NanoMed.

Our principal business objective for the next 12 months and beyond such time will be (i) achieve long-term growth potential through the transactions contemplated pursuant to the Letter Agreement with NanoMed, or (ii) if the transactions contemplated by the Letter Agreement are not consummated, achieve long-term growth potential through a combination with another operating business. If the latter, the Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

~~-11-~~We presently have no employees apart from our management. Our only two officers are engaged in outside business activities and will continue to devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination with NanoMed, or another target business in the event the transactions contemplated by the Letter Agreement are not successfully consummated.

WeThe ~~presently~~Company ~~have~~does nonot ~~employees~~currently ~~apart~~engage ~~from~~in ~~our~~any ~~management~~business activities that provide cash flow. ~~Our~~Pursuant ~~only~~to ~~two~~the ~~officers~~Agreement, ~~are~~we ~~engaged~~will inbe ~~outside~~responsible ~~business~~for ~~activities~~and bear our own costs and ~~will~~expenses ~~continue~~(including tobrokers’ ~~devote~~or ~~very~~finders’ ~~limited~~fees, investment banking fees, reasonable attorneys’ fees, accountants' fees) incurred, at any time toin ~~our~~connection ~~business~~with ~~until~~pursuing ~~the~~or ~~acquisition~~consummating ofthe aMerger, ~~successful~~the ~~business~~Private ~~opportunity~~Placement, ~~has~~and ~~been~~the ~~identified~~transactions contemplated thereby. WeThese ~~expect~~costs nowill ~~significant~~be ~~changes~~ paid with money in ~~the~~our ~~number~~treasury, ofand/or through borrowings from our ~~employees~~stockholders, management or other investors. Other than ~~such~~costs ~~changes~~associated with the Private Placement and Merger, ifand ~~any~~general administrative expenses, ~~incident~~there are tono aother ~~business~~known ~~combination~~or currently predicted demands on the Company’s liquidity.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors. Other than administrative expenses, there are no known or currently predicted demands on the Company’s liquidity. The Company has currently made no commitments to any capital expenditures.

Liquidity and Capital Resources

As of ~~December~~June 3130, ~~2013~~2014, we had no capital resources. We currently do not engage nor intend to engage in any business activities that provide cash flow until we enter into a successful business combination.

The Company has no operations. ~~and~~The Company isdoes ~~actively~~not ~~seeking~~expect ~~merger,~~to ~~reverse~~have ~~merger,~~significant ~~acquisition~~operations oruntil: ~~business~~(i) ~~combination~~the ~~opportunities~~transactions with anNanomed ~~operating~~are ~~business~~effectuated; or ~~other financial~~(ii) ~~transaction opportunities. Until~~ a ~~transaction~~business iscombination opportunity ~~effectuated,~~with ~~the~~another ~~Company~~operating ~~does~~business ~~not~~or ~~expect~~other tofinancial ~~have~~opportunity ~~significant~~is ~~operations~~transacted. Until the Company completes a merger, reverse merger or other financial transaction, the Company expects to continue to incur a loss of between $2,500 and $6,500, per quarter. The Company projects higher losses during the next quarter, due to the costs of investigating and pursuing the transactions with NanoMed. Such losses could be between $5,000 and $15,000, or higher. The Company expects that these costs will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.

Management’s Discussion and Analysis or Plan of Operations

The Company was incorporated on ~~November~~ November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended ~~December 31,~~June ~~2013~~30, 2014, nor for the period November 13, 2007 (inception) to ~~December~~June 3130, ~~2013~~2014 and has no operations as of the date of this filing.

General and administrative expenses (i) were $25,~~816~~502 for the three months ended ~~December~~June 3130, ~~2013~~2014 compared to $4,~~891~~946 for the three month period ~~October~~April 1, ~~2012~~2013 to ~~December~~June 30, 312013; (ii) were $14,165 for the nine months ended June 30, 2014 compared to $14,358 for the nine month period October 1, 2012 to June 30, 2013; and (iii) were $~~107~~118,~~288~~637 for the period November 13, 2007 (inception) to ~~December~~June 3130, ~~2013~~2014. General and administrative ~~expenses~~ expenses consist primarily of professional fees, organizational costs and interest expenses. We had a net loss of $25,~~816~~502 for the third ~~first~~ fiscal quarter compared to a net loss of $4,~~891~~946 for the three month period ~~October~~April 1, ~~2012~~2013 to ~~December~~June 3130, ~~2012~~2013. The results for the periods presented were not significantly affected by inflation.

Off-balance Sheet Arrangements

As of ~~December~~June 3130, ~~2013~~2014, there were no off balance sheet arrangements.

Going Concern

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have had no revenues and have generated no operations. In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include seeking a merger with an existing operating company. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the “Company Overview and Plan of Operations” above and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.

In order to continue as a going concern and achieve a profitable level of operation, we will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include seeking a merger with an existing operating company.

Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the “Company Overview and Plan of Operations” above and eventually attain profitable operations. The accompanying financial statements in this report do not include any adjustments that might be necessary if we are unable to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

-12-

ITEM 4. CONTROLS AND PROCEDURES

Our Principal Executive Officer conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure.

Our Principal Executive Officer ~~has~~ has evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that, as of ~~December~~ 31June 30, ~~2013~~2014, our disclosure controls and procedures were effective in providing a reasonable level of assurance that the ~~information~~ information required to be disclosed in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~December 31~~June 30, ~~2013~~ 2014 there has been no change in our internal control over financial reporting that has materially affected, or is reasonably ~~likely~~ likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A- RISK FACTORS

A smaller reporting company is not required to provide the information required for this item.

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

None

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

None

ITEM 5 - OTHER INFORMATION

(a) There was no information we ~~were~~ were required to disclose in a report on Form 8-K during the ~~first~~third quarter of our fiscal year, ending ~~December~~June 3130, ~~2013~~2014, or subsequent ~~period~~ period through the date hereof, which was not so reported.

(b) Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company is no longer a "shell" company of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

(c) Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

(d) We have adopted a Code of Ethics that applies to all of our executive officers, directors and employees. Our Code of Ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company.

(e) We currently do not have any procedures by which security holders may recommend nominees to the registrant's board of directors. We will not, in all likelihood, establish such procedures until such time as the Company is no longer a "shell" company, a circumstance of which there can be no assurance.

-13-

ITEM 6 - EXHIBITS

~~Exhibit~~	Exhibit
~~Number~~	~~Exhibit Title~~Number	Exhibit Title
~~3.1~~	Certificate of Incorporation*3.1	Certificate of Incorporation*
~~3.1(i)~~	Certificate of Correction to Certificate of Incorporation*3.1(i)	Certificate of Correction to Certificate of Incorporation*
~~3.2~~	Bylaws*3.2	Bylaws*
~~14.1~~	Code of Ethics**14.1	Code of Ethics**
~~31.1~~	~~Certification of Steven R~~31. ~~Fox, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)~~1	Certification of Steven R. Fox, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)
~~31.2~~	~~Certification of Steven R~~31. ~~Fox, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)~~2	Certification of Steven R. Fox, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)
32	~~Certification of Steven R. Fox, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~32	Certification of Steven R. Fox, Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS	XBRL Instance Document.
	101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document. XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document
101.SCH	XBRL Taxonomy Extension Schema Document
	* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007 ** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007 ** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 200914

SIGNATURES

Pursuant to the requirements 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.

		STALAR 2, INC.
	Date: February 14, 2014	By /s/Steven R. Fox
	Date: August 12, 2014	/s/Steven R. Fox
		Steven R. Fox, President and Director

~~-14-~~15

Filing Compare · Stalar 2, Inc.