UNITED STATES

~~UNITED~~SECURITIES ~~STATESSECURITIES~~ AND EXCHANGE ~~COMMISSIONWashington, D.C. 20549~~COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~May~~ Pursuant 7,to ~~2015Date~~Section of13 ~~Report~~or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange Act of 1934

September 1, 2015

Date of Report (Date of earliest event reported)

NANO LABS CORP.

(Exact name of registrant as specified in its charter)

Colorado		333-171658		84-1307164
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

The Ford Building

615 Griswold Street, 17th Floor

Suite 1715

Detroit, Michigan

48226

(Address of principal executive offices)

(Zip Code)

(888) 806-~~2315Registrant’s telephone number, including area code~~2315

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨SECTION ~~Soliciting~~3. ~~material~~SECURITIES ~~pursuant~~AND toTRADING ~~Rule~~MATTERS ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

¨ITEM ~~Pre-commencement~~3.02 ~~communications~~UNREGISTERED ~~pursuant~~SALES toOF ~~Rule~~EQUITY ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~SECURITIES

¨Settlement ~~Pre-commencement~~of ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~Invoices

~~SECTION~~On 4September -1, ~~MATTERS~~2015, ~~RELATED~~the TOBoard ~~ACCOUNTANTS~~of ~~AND~~Directors ~~FINANCIAL~~of ~~STATEMENTS~~Nano Labs Corp., a Colorado corporation (the "Company") authorized the issuance of an aggregate 1,250,000,000 shares of restricted common stock at a per share price of $0.0001 (which is the average of the lowest closing trading price for the prior ten consecutive trading days prior to September 1, 2015) as follows: (i) 250,000,000 shares to Quantix Mecanix de Mexico S.A. de C.V. ("Quantix Mecanix"); (ii) 250,000,000 shares to Jorge Luis Rodriquez Gallardo("Gallardo"); and (iii) 750,000,000 shares to Bernardo Camacho Chavarria, our President/Chief Executive Officer, Treasurer/Chief Financial Officer and sole member of the Board of Directors ("Chavarria"). This represented an issuance of aggregate shares representing 94.14% of the then total issued and outstanding shares. Prior to the issuance of these shares, the total issued and outstanding shares as of September 1, 2015 was 1,327,828,333 shares of common stock.

~~ITEM~~Bernardo 4Camacho Chavarria.01 ~~CHANGES~~We INpreviously ~~REGISTRANT'S~~entered ~~CERTIFYING~~into ~~ACCOUNTANT~~that certain management agreement dated July 1, 2014 with Chavarria (the "Management Agreement"), pursuant to Chavarria agreed to provide managerial, consulting and administrative services to us and we agreed to pay Chavarria the sum of $5,000 USD monthly. In accordance with Section 2 of the Management Agreement, Chavarria agreed to accept shares of our common stock of the Company as compensation for the fees incurred by us, which price per share shall be calculated as the lowest closing price for the prior ten trading days. Chavarria tendered to us an invoice dated June 30, 2015 reflecting that amounts due and owing to Chavarria from July 1, 2014 through July 1, 2015 remain unpaid in the aggregate amount of $60,000 (the "July 2015 Invoice"). Chavarria further tendered to us an invoice dated September 1, 2015 reflecting that amounts due and owing to Chavarria from July 1, 2015 through September 1, 2015 remain unpaid in the aggregate amount of $15,000 (the "September 2015 Invoice"). Chavarria agreed to accept shares of our restricted common stock at a per share price of $0.0001 as compensation for the aggregate amount of $75,000 (the "Debt") due and owing per the July 2015 Invoice and the September 2015 Invoice. Our Board of Directors approved the settlement of the Debt by the issuance of an aggregate of 750,000,000 shares of restricted common stock at a per share price of $0.0001.

~~Nano~~Quantix ~~Labs~~Mecanix ~~Corp~~de Mexico S.,A. ade ~~Colorado~~C.V. ~~corporation~~Quantix ~~(the~~Mecanix ~~"Company")~~provided ~~reports~~certain inservices ~~this~~to ~~Current~~us ~~Report~~regarding preliminary work and lab testing on ~~Form~~several ~~8-K~~circuit adesigns ~~change~~for potential use in ~~certifying~~solar ~~accountants.~~panel ~~Effective~~applications ~~May~~in 7solar farms for a six month period ending August 31, 2015. Quantix Mecanix tendered to us an invoice dated September 1, 2015 (the ~~Company's~~"Invoice") ~~certifying~~reflecting ~~accountant,~~amount ~~Terry~~due L.and ~~Johnson~~owing to Quantix Mecanix of $25,000 ~~CPA~~USD, which remained unpaid (the "~~Johnson~~Debt"),. ~~was~~Our ~~dismissed~~Board asof Directors approved the ~~Company's~~settlement ~~independent~~of ~~registered~~the ~~public~~Debt ~~accounting~~by ~~firm.~~the ~~The~~issuance ~~Company~~to ~~has~~Quantix ~~engaged~~Mecanix ~~Malone~~of ~~Bailey~~an ~~LLP~~aggregate ~~("MB")~~of as250,000,000 ~~its~~shares ~~principal~~of ~~independent~~restricted ~~registered~~common ~~public~~stock ~~accounting~~at ~~firm~~a ~~effective~~per ~~May~~share 7,price ~~2015~~of $0.0001. The ~~decision~~Invoice towill ~~change~~be ~~its~~reflected ~~principal~~as ~~independent~~a ~~registered~~liability ~~public~~on ~~accounting~~our ~~firm~~reviewed ~~has~~financial ~~been~~staements ~~approved~~for byquarters ~~the~~ended ~~Company’s~~June ~~board~~30, of2015 ~~directors~~and September 30, 2015, respectively.

~~The~~Jorge ~~reports~~Luis ofRodriquez ~~Johnson~~Gallardo. onGallardo ~~the~~provided ~~Company’s~~certain ~~financial~~services ~~statements~~to ~~for~~us ~~fiscal~~regarding ~~years~~preliminary ~~ended~~work ~~June~~and ~~30,~~assays ~~2014~~ and ~~June~~drill ~~30,~~reports ~~2013~~from ~~(which~~a ~~included~~five ~~the~~month ~~balance~~period ~~sheet~~ending asAugust ~~of June 30~~31, ~~2014,~~2015. ~~and~~Gallardo ~~the~~tendered ~~statement~~to ofus ~~operations,~~an ~~cash~~invoice ~~flows~~dated ~~and~~September ~~stockholders’ equity as of June 30~~1, ~~2014),~~2015 ~~for either of~~ (the ~~past~~"Invoice") ~~two~~reflecting ~~fiscal~~that ~~years,~~amount ~~did~~due ~~not~~and ~~contain~~owing anto ~~adverse~~Gallardo ~~opinion or a disclaimer~~ of ~~opinion~~$25,000 ~~nor qualified or modified as to uncertainty~~USD, ~~audit~~which ~~scope~~remains orunpaid ~~accounting~~(the ~~principles,~~"Debt"). ~~other~~Our ~~than~~Board toof ~~state~~Directors ~~that~~approved ~~there is substantial doubt as to~~ the ~~ability~~settlement of the ~~Company~~Debt toby ~~continue as a going concern. During~~ the ~~Company’s~~issuance ~~fiscal~~to ~~years~~Gallardo ~~ended~~of ~~June~~an ~~30,~~aggregate ~~2014~~of ~~and June 30~~250,000,000 ~~2013~~shares ~~and~~of ~~during~~restricted ~~the~~common ~~subsequent~~stock ~~period~~at ~~through~~a toper ~~the~~share ~~date~~price of ~~Johnson's~~$0.0001. ~~dismissal,~~The ~~there~~Invoice ~~were~~will nobe ~~disagreements~~reflected ~~between~~as ~~the~~a ~~Company~~liability ~~and Johnson, whether or not resolved,~~ on ~~any~~our ~~matter~~reviewed offinancial ~~accounting~~statements ~~principles~~for orquarters ~~practices,~~ended ~~financial~~June ~~statement disclosure~~30, or2015 ~~auditing~~and ~~scope~~September ~~or procedure~~30, ~~which~~2015, ~~if not resolved to the satisfaction of Johnson, would have caused Johnson to make reference thereto in its report on the Company’s audited financial statements~~respectively.

The Company has provided Johnson with a copy of this Current Report on Form 8-K and has requested that Johnson furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Johnson agrees with the statements made in this Current Report on Form 8-K with respect to Johnson and, if not, stating the aspects with which they do not agree. The Company has received the requested letter from Johnson wherein he has confirmed his agreement to the Company’s disclosures in this Current Report with respect to Johnson. A copy of Johnson's letter has been filed as an exhibit to this Current Report.2

InSecurity ~~connection~~Ownership ~~with the Company’s appointment~~ of MBCertain asbeneficial ~~the~~Owners Company’s principal registered accounting firm at this time, the Company has not consulted MB on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the Company’s financial statements during the two most recent fiscal years (June 30, 2014 and ~~2013) and subsequent interim period through the date of engagement.~~Management

2The 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.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

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

Common Stock	Bernardo Camacho Cavarria Avenida Jorge Jimenez Cantu lote 4 Business Center, Colonia Rancho Viejo, Atizapan de Zaragoza, Estado de México, Mexico. CP 52930	770,000,000 shares	29.87%

Common Stock	All directors and named executive officers as a group (1 person)	770,000,000 shares	29.87%

5% or GreaterBeneficial Holders

Common Stock	Quantix Mecanix de Mexico S.A. de C.V Islas Baleared 110-A Colonia Lindavista Estado De Guanajuato Mexico 37300	250,000,000	9.70%

Common Stock	Jorge Luis Rodriquez Gallardo Juan Sanchez Azcona #323-405 Narvarte Poniente Benito Juarez Mexico City Mexico 03020	250,000,000	9.70%

(1)	Percentage of beneficial ownership of our common stock is based on 2,577,828,333 shares of common stock outstanding as of the date of the filing.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

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.

~~16.1~~Not ~~Letter from Terry L~~applicable. ~~Johnson, CPA, dated May 14, 2015.~~

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 hereunto duly authorized.

	NANO LABS CORP.
Date: May 14, 2015	By:	/s/ Bernardo Camacho Chararria
Date: September 14, 2015	By	/s/ Bernardo Camacho Chararria
	Name:	Bernardo Camacho Chararria
	Title:	President/Chief Executive Officer

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