SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549

______________________



FORM 10-Q



[ X ] Quarterly Report under Section 13 or
15(d) of the Securities Exchange Act of 1934



For the quarter ended August 31, 2011



OR



[ ] 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: 000-52473



NANO DIMENSIONS, INC.

(Name of Small Business Issuer in Its Charter)



|Delaware                                                                               |  | 20-1499421                                       
|-------------------------------------------------------------------------------------- |  | -------------------------------------------------
|(State
        or Other Jurisdiction
        of Incorporation
        or Organization) |  | (IRS Employer
        Identification
        No.)
|                                                                                       |  |                                                  
|11650 South State St. Suite 240                                                        |  |                                                  
|Draper, Utah                                                                           |  | 84020                                            
|(Address of Principal Executive Offices)                                               |  | (Zip Code)                                       



| | (801) 816-2533                                 | 
| | ---------------------------------------------- | 
| | Issuer’s Telephone Number, Including Area Code | 
| |                                                | 

Cancer Therapeutics, Inc.

(Former name or 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 past 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
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 [ X ]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition 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 [ ]

1





Smaller reporting company [ X ]



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each
of the issuer’s classes of common equity, as of the latest practicable date. As of October 18, 2011, the Company had outstanding
171,419shares of common stock, par value $0.001 per share.





























































2











PART
I



FINANCIAL
INFORMATION



The Financial
Statements of the Company are prepared as of August 31, 2011.



ITEM
1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q



3







|CONTENTS                         
|---------------------------------
|Balance Sheets                   
|Statements of Operations         
|Statements of Cash Flows         
|Notes to the Financial Statements









4









|NANO DIMENSIONS, INC.                                                                                                      
|---------------------------------------------------------------------------------------------------------------------------
|(formerly Cancer Therapeutics, Inc.)                                                                                       
|Balance Sheets                                                                                                             
|                                                                                                                           
|ASSETS                                                                                                                     
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|CURRENT ASSETS                                                                                                             
|                                                                                                                           
|Cash and cash equivalents                                                                                                  
|                                                                                                                           
|Total Current Assets                                                                                                       
|                                                                                                                           
|OTHER ASSETS                                                                                                               
|                                                                                                                           
|Notes receivable                                                                                                           
|Interest receivable                                                                                                        
|                                                                                                                           
|Total Other Assets                                                                                                         
|                                                                                                                           
|TOTAL ASSETS                                                                                                               
|                                                                                                                           
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                      
|                                                                                                                           
|CURRENT LIABILITIES                                                                                                        
|                                                                                                                           
|Accounts payable and accrued expenses                                                                                      
|Due to related party                                                                                                       
|Other accrued expenses                                                                                                     
|Notes payable                                                                                                              
|                                                                                                                           
|Total Current Liabilities                                                                                                  
|                                                                                                                           
|TOTAL LIABILITIES                                                                                                          
|                                                                                                                           
|STOCKHOLDERS' DEFICIT                                                                                                      
|                                                                                                                           
|Preferred stock, $0.001 par value; 20,000,000 sharesauthorized, 200 and 200 shares
    issued and outstanding, respectively
|Common stock, $0.001 par value; 500,000,000 shares authorized, 171,419 and 171,419 shares
    issued, respectively         
|Additional paid-in capital                                                                                                 
|Accumulated deficit                                                                                                        
|                                                                                                                           
|Total Stockholders' Deficit                                                                                                
|                                                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                
|                                                                                                                           
|The accompanying notes are an integral part of these financial statements                                                  











5









|NANO DIMENSIONS, INC.                                                    
|-------------------------------------------------------------------------
|(formerly Cancer Therapeutics, Inc.)                                     
|Statements of Operations                                                 
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET REVENUES                                                             
|                                                                         
|OPERATING EXPENSES                                                       
|                                                                         
|Professional fees                                                        
|General and administrative                                               
|                                                                         
|Total Operating Expenses                                                 
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Interest income                                                          
|Interest expense                                                         
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|INCOME (LOSS) BEFORE INCOME TAXES                                        
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|NET INCOME (LOSS)                                                        
|                                                                         
|BASIC AND DILUTED:                                                       
|Net income (loss) per common share                                       
|                                                                         
|Weighted average common shares outstanding                               
|                                                                         
|The accompanying notes are an integral part of these financial statements













6









|NANO DIMENSIONS, INC.                                                      
|---------------------------------------------------------------------------
|(formerly Cancer Therapeutics, Inc.)                                       
|Statements of Cash Flows                                                   
|(Unaudited)                                                                
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                                      
|                                                                           
|Net loss                                                                   
|Adjustments to reconcile net loss to net cash used by operating activities:
|Changes in operating assets and liabilities:                               
|Interest receivable                                                        
|Accounts payable and accrued expenses                                      
|Due to related party                                                       
|                                                                           
|Net Cash Used by Operating Activities                                      
|                                                                           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                      
|                                                                           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      
|                                                                           
|Proceeds from notes payable                                                
|Proceeds from exercise of stock warrants                                   
|                                                                           
|Net Cash Provided by Financing Activities                                  
|                                                                           
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                  
|                                                                           
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             
|                                                                           
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                   
|                                                                           
|SUPPLEMENTAL CASH FLOW INFORMATION:                                        
|                                                                           
|Cash Payments For:                                                         
|Interest                                                                   
|Income taxes                                                               
|                                                                           
|The accompanying notes are an integral part of these financial statements  



7







NANO DIMENSIONS, INC.

(Formerly Cancer Therapeutics, Inc.)

Notes to the Financial Statements

August 31, 2011

(Unaudited)





NOTE 1 -	ORGANIZATION AND DESCRIPTION OF
BUSINESS



Nano Dimensions, Inc. (formerly
Cancer Therapeutics, Inc.) (the Company), was incorporated under the laws of the State of Delaware on August 12, 2004. The Company
was organized for the purpose of producing and preserving activated cells for use in cancer treatment primarily through agreements
with clinics, hospitals, and physicians. Effective July 31, 2007, the Company sold certain assets in exchange for 56 shares of
its common stock which was cancelled in the year ended May 31, 2011. Following this transaction the Company has entered into shell
status with no significant operations.



Effective November 5, 2010, the
Company effected a 1 for 500 reverse stock split which reduced the number of issued shares of common stock from 85,569,477 shares
to 171,139 shares. All share and per share amounts have been adjusted to retroactively reflect this stock split.



NOTE 2 - 	BASIS OF FINANCIAL
STATEMENT PRESENTATION



The accompanying
unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with
U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The
information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which,
in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes
the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim
financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in
its Form 10K filed on September 13, 2011. Operating results for the three months ended August 31, 2011 are not necessarily indicative
of the results to be expected for the year ending May 31, 2012.



NOTE 3 - 	GOING CONCERN CONSIDERATIONS



The accompanying financial statements
have been 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. As reported in its Annual Report on Form 10-K for the
fiscal year ended May 31, 2011, the Company’s stockholders’ deficit was $193,480 and had a working capital deficit,
continued losses, and negative cash flows from operations. These factors combined, raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows:



The Company’s management continues
to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient
funds, therefore, as to be able to operate over the next twelve months. The Company is attempting to improve these conditions by
way of financial assistance through issuances of additional

8







NANO DIMENSIONS, INC.

(Formerly Cancer Therapeutics, Inc.)

Notes to the Financial Statements

August 31, 2011

(Unaudited)





NOTE 3 - 	GOING CONCERN CONSIDERATIONS (continued)



equity and by generating revenues
through sales of products and services. No assurance can be given that funds will be available, or, if available, that it will
be on terms deemed satisfactory to management.



The ability of the Company to continue
as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and
eventually attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome
of these uncertainties.



NOTE 4 -	NOTES RECEIVABLE



The Company has notes receivable
consisting of the following:



|                                                             |  | August 31, 2011 |        | May 31, 2011
|------------------------------------------------------------ |  | --------------- | ------ | ------------
|Note receivable from a company, 8.0% interest, due on demand |  | $               | 57,500 |             
|Total Notes Receivable                                       |  |                 | 57,500 |             
|Less: Current Portion                                        |  |                 | —      |             
|Long Term Notes Receivable                                   |  | $               | 57,500 |             



This loan was made to an unrelated
party which assists the Company at times with legal matters. Accrued interest at August 31, 2011 and May 31, 2011 was $6,787 and
$5,628, respectively.



NOTE 5 -	ACCOUNTS
PAYABLE AND ACCRUED EXPENSES



The Company’s
accounts payable and accrued expenses balance includes accrued interest of $1,889 and $651 as of August 31, 2011 and May 31, 2011,
respectively. This interest primarily relates to notes payable.

9







NANO DIMENSIONS, INC.

(Formerly Cancer Therapeutics, Inc.)

Notes to the Financial Statements

August 31, 2011

(Unaudited)





NOTE 6 - 	DUE TO RELATED PARTY AND RELATED
PARTY TRANSACTIONS



The Company has amounts
due to related parties consisting of the following:



|                                                                                                                                                                                                                |  | August 31, 2011 |        | May 31, 2011
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------ | ------------
|Amount due to an accounting firm owned by Chene Gardner, chief executive officer and chief financial officer of the Company, for unpaid accounting and management services, non-interest bearing, due on demand |  | $               | 19,750 |             
|Total                                                                                                                                                                                                           |  | $               | 19,750 |             





For the three months ended August
31, 2011 and 2010, accounting and management fees charged by this accounting firm were $2,000 and $	2,000, respectively.



NOTE 7 - 	OTHER ACCRUED EXPENSES AND LITIGATION



In February
2010, the Company received $150,000 cash from an investor pursuant to the Company’s prospective sale of 7,600 post-split
shares (3,800,000 pre-split shares) of its common stock at a $19.50 post-split price ($0.039 pre-split price) per share. Subsequently,
the investor refused to sign the subscription agreement and in July 2010, served a Complaint against the Company and Company counsel
in U.S. Federal Court seeking recovery of the $150,000 and additional damages.



On April
20, 2011, the Company and Company counsel executed a Settlement Agreement with the investor. The Agreement provided that the Company
and Company counsel jointly and severally agreed to pay the investor a total of $170,000, $50,000 in April 2011 (which was paid
by the Company in April 2011), $60,000 in May 2011 ($15,000 was paid August 5, 2011, $25,000 was paid August 23, 2011, $20,000
unpaid to date), and $60,000 in June 2011 (unpaid to date), with default interest at a rate of 18% per annum from the date of any
Event of Default. The Agreement also provided that the investor will not pursue prosecution of the Complaint so long as payment
of the Settlement Amount is timely made and that the investor will file a timely with prejudice dismissal of the Complaint upon
full satisfaction of the Settlement Amount. The balance due of $80,000 at August 31, 2011 is recorded as “Other accrued expenses”
on the balance sheet.

10







NANO DIMENSIONS, INC.

(Formerly Cancer Therapeutics, Inc.)

Notes to the Financial Statements

August 31, 2011

(Unaudited)





NOTE 8 -	NOTES
PAYABLE



The Company has notes payable consisting
of the following:



|                                                                                          |  | August 31, 2011 |         | May 31, 2011
|----------------------------------------------------------------------------------------- |  | --------------- | ------- | ------------
|Note payable to a company, 8.0% interest, matured November 3, 2010, unsecured, in default |  |                 | 95,000  |             
|Total Notes Payable                                                                       |  |                 | 95,000  |             
|                                                                                          |  |                 |         |             
|Less: Current Portion                                                                     |  |                 | (95,000 | )           
|Long Term Notes Payable                                                                   |  | $               | —       |             



Accrued interest at August 31, 2011
and May 31, 2011 was $1,889 and $651, respectively.



NOTE 9 -	EQUITY TRANSACTIONS



Preferred
Stock



During the year ended May 31, 2010,
the Company approved the creation of Class A Preferred stock. The preferred shares are entitled to 2,000 votes per share but do
not have any rights of conversion into shares of common stock. Pursuant to Delaware General Corporate Law, the holder of the preferred
stock cannot take any action to benefit him personally as a shareholder without the vote of a majority of the common shareholders.
On April 22, 2010 the Company authorized and approved the issuance of 200 shares of Class A Preferred stock to Chene Gardner, chief
executive officer and chief financial officer of the Company, in lieu of compensation for one year of $12,000.



NOTE 10 -	WARRANTS



On May 1, 2009, the Company issued
36,850 stock warrants as part of the conversion agreements with certain debt holders of the company. The warrants entitle the holder
to purchase common stock of the Company at an exercise price of $50.00 per share. The warrants expire 5 years from the date of
issuance.



The following table summarizes
the changes in warrants outstanding for the year ended May 31, 2011 and the three months ended August 31, 2011. These warrants
were granted in lieu of cash compensation for services performed or financing expenses. Warrants vest immediately and services
were provided during the period granted.







11









NANO DIMENSIONS, INC.

(Formerly Cancer Therapeutics, Inc.)

Notes to the Financial Statements

August 31, 2011

(Unaudited)





NOTE 10 -	WARRANTS (Continued)

|                               |  | Number of Shares |        | Weighted Average Exercise Price
|------------------------------ |  | ---------------- | ------ | -------------------------------
|Outstanding as of May 31, 2010 |  |                  | 35,670 |                                
|Granted                        |  |                  | —      |                                
|Exercised                      |  |                  | —      |                                
|Cancelled                      |  |                  | —      |                                
|Outstanding at May 31, 2011    |  |                  | 35,670 |                                
|Granted                        |  |                  | —      |                                
|Exercised                      |  |                  | —      |                                
|Cancelled                      |  |                  | —      |                                
|Outstanding at August 31, 2011 |  |                  | 35,670 |                                





Common stock warrants outstanding and exercisable as
of August 31, 2011 are:



|                |  | Warrants Outstanding |       | Warrants Exercisable     
|--------------- |  | -------------------- | ----- | -------------------------
|Expiration Date |  | Exercise Price       |       | Number shares outstanding
|                |  |                      |       |                          
|May 1, 2014     |  | $                    | 50.00 |                          
|Total           |  |                      |       |                          







NOTE 11 -	COMMITMENTS



On June 1, 2009, the Company executed a Sublease Agreement
with Acadia Properties, LLC to sublease office space located in South Jordan, Utah. The sublease has a term from June 1, 2009 to
March 31, 2011 and provided for monthly base rent of $1,500. The lease continues on a month to month basis. For the three months
ended August 31, 2011 and 2010, rent expense was $4,500 and $4,500, respectively.













12





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION



You should read the following discussion of
the company's financial condition and results of operations in conjunction with the audited financial statements and related notes
included in the filing of the company’s latest annual 10-K. This discussion may contain forward-looking statements, including,
without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the
words "expects," "anticipates," "intends," "believes," or similar language. Actual results
could differ materially from those projected in the forward looking statements. You should carefully consider the information under
the caption "Risk Factors" in this filing, in addition to the other information set forth in this report. We caution
you that Nano Dimensions’ business and financial performance is subject to substantial risks and uncertainties.



Overview



On July 31, 2007,
the Company sold all operating assets to a shareholder of the Company. This transaction resulted in the Company becoming a shell(as defined in Rule 12b-2 of the Exchange Act).



Results of Operations



Following is our discussion of the relevant
items affecting results of operations for the periods ended August 31, 2011 and 2010. The operations of the Company are continually
decreasing as it has entered into shell status.



Revenues. Nano Dimensions generated zero
net revenues during the three months ended August 31, 2011 and 2010. As the Company has entered into shell status, revenues are
expected to be at or near zero for the foreseeable future.



Professional Fees. Our professional fees
include outside legal, accounting and other professional fees. Professional fees for the three months ended August 31, 2011 were
$4,250, compared to $3,110 during the three months ended August 31, 2010. The company expects professional fees to remain at these
levels in the future.



General and Administrative Expenses.
Our general and administrative expenses have been comprised of administrative wages and benefits; contract labor; occupancy and
office expenses; travel and other miscellaneous office and administrative expenses. General and administrative expenses for the
three months ended August 31, 2011 was $4,500, compared to $4,629 during the three months ended August 31, 2010. The company expects
general and administrative expenses to remain at these levels in the future.



Other Income (Expense). We incurred net
other expense of $79 for the three months ended August 31, 2011 compared to net other expense of $818 for the three months ended
August 31, 2010. Expenses incurred in this category were comprised of interest expense associated with promissory notes issued
by the Company. Income included in this category is interest income associated with notes receivable.



Off-Balance Sheet Arrangements.



Nano Dimensions is not subject to any off-balance
sheet arrangements.



Personnel



Nano Dimensions has -0- full-time employees.
However, the CEO and other project-based

13





contract personnel are utilized to carry out our business. These
project-based contract personnel are temporary engagements used to assist us.



Liquidity and Capital Resources



Since inception, we have financed our operations
from a combination of loans, issuance of promissory notes, and from business revenues. As of August 31, 2011, our primary source
of liquidity consisted of $277 in cash and cash equivalents. Nano Dimensions has sustained significant net losses which have resulted
in a total stockholders’ deficit at August 31, 2011 of $202,309. Our losses raise doubts about our ability to continue the
business of Nano Dimensions as a going concern. Our current financial condition is dire. We have defaulted on several loans, and
are currently in settlement with the Internal Revenue Service for unpaid taxes. Consequently, we anticipate that we will require
additional cash inflows from increased revenues or sales of debt or equity capital to maintain operations and/or finance substantial
business initiatives that may arise. With the expected cash requirements for the coming months, without additional cash inflows
from an increase in revenues and from the sale of shares pursuant to this offering, we have substantial doubt as to our ability
to continue to operate. We believe our present capital resources are insufficient for ongoing operation. We cannot assure you that
we will be able to raise sufficient funds to further develop and market our services. Our lack of funds will materially affect
Nano Dimensions, and may cause us to cease operations. Consequently, you could incur a loss of your entire investment in Nano Dimensions.



FORWARD LOOKING STATEMENTS AND RISK FACTORS



Forward Looking Statements



When used in this report, the words, “believes,”
“plans,” “expects,” and similar expressions are intended by us to identify forward-looking statements within
the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks
and uncertainties, including those discussed below, that could cause actual results to differ materially from those we have projected.
These forward-looking statements speak only as of the date hereof. All of these forward-looking statements are based on our estimates
and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult to predict. We cannot
assure you that the benefits anticipated in these forward-looking statements will be achieved.



We undertake no obligation to update any forward-looking
statements, but you are advised to consult any further disclosures by Nano Dimensions on this subject in its subsequent filings
pursuant to the Securities Exchange Act of 1934. Furthermore, we are providing these cautionary statements identifying risk factors,
listed below, that could cause our actual results to differ materially from expected and historical results. It is not possible
for our management to foresee or identify all such factors.

Consequently, this list should not be considered an exhaustive statement
of all potential risks, uncertainties and inaccurate assumptions.



RISK FACTORS



Operating Risks



We have Defaulted Loan Obligations.We
received loans to continue operations as detailed in our financial statements. These loans are in default or may be in default
upon demand by the creditors. As a result of our default position, these creditors may obtain judgment or other lawful remedies
to collect on the debts now or in the future. We will still need to raise additional capital or increase our business profits to
satisfy these creditors. We cannot assure you that we will be successful in repaying any or all of

14





these creditors. As of August 31, 2011, the total amount due on
these loans was $96,889 which consists of $95,000 of principal and $1,889 of interest.



We Have Consistently Operated at a Loss.
Nano Dimensions was organized in 1991 and has consistently operated at a loss, and we cannot assure you that we will be able to
operate Nano Dimensions profitably. In the event we are unsuccessful at operating our business profitably, we cannot assure you
that Nano Dimensions could successfully become involved in any other business venture. We presently have no plans, commitment,
or arrangements with respect to any other potential business venture.



We have no Operating Capital, and We Must
Raise Additional Capital to Remain in Business. We presently have no operating capital and are dependent upon future
fundraising efforts to provide the minimum capital necessary to continue our business. Such fundraising efforts may include the
sale of additional shares of Nano Dimensions such as is contemplated in this offering or will involve commercial borrowing. Although
we believe that our status as a publicly-traded company will enhance our ability to raise additional capital, our financial condition
is dire and we are currently operating with no or very little working capital, and several loan obligations. We cannot assure you
that such our shares will ever be publicly traded and capital will be available to meet the costs of our operations, or that it
will be available on acceptable terms. Even if we raise the maximum amount of fundraising, we will still need to raise additional
capital to operate our company. Presently, our current offering is our sole source of potential funding and we have no commitments
or arrangements from commercial lenders or other sources.



Investment Risks



Speculative Investment. The shares
of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has
yet to achieve a profit. If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial
obligations and investors could lose their entire investments.



Securities Class Action Claims Based Upon
Price Fluctuation. Securities class action claims have been brought against issuing companies in the past after volatility
in the market price of a company’s securities. With respect to the Company, such litigation could be very costly and divert
the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject
the Company to significant liabilities, any or all of which could have a material adverse effect on the Company’s business,
results of operations, and financial condition.



No Active Market. Although the
Company’s shares are traded on the NASD Electronic Bulletin Board, the Company believes that the public trading price may
be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s
shares and no analysts or NASD market makers actively follow the Company.



No Dividends. The Company does
not anticipate paying dividends on its Common Stock in the foreseeable future, and may be restricted from paying dividends in the
future pursuant to subsequent financing arrangements.



You Could be Diluted from the Issuance
of Additional Common and Preferred Stock. Nano Dimensions is authorized to issue up to 500,000,000 shares of common stock
and 20,000,000 shares of preferred stock. To the extent of such authorization, our board of directors will have the ability, without
seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may
consider sufficient. The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.

15





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



As a smaller reporting company we are not required
to provide this information.



ITEM 4. CONTROLS AND PROCEDURES



Management’s Report on Disclosure Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for
timely decisions regarding required disclosure.



As of August 31, 2011, the end of our first
quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller,
of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded
that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. Our board
of directors has only one member. We do not have a formal audit committee.



Management’s Report on Internal Control over Financial
Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable,
but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions
are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed
the effectiveness of our internal control over financial reporting as of August 31, 2011. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control-Integrated Framework. Our management has concluded that, as of February 28, 2011, our internal control over financial
reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with US generally accepted accounting principles. This quarterly report
does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this annual report.



Inherent limitations on effectiveness of controls



Internal control over financial reporting has
inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

16





and it is possible to design into the process safeguards to reduce,
though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.



Changes in Internal Control over Financial Reporting



There have been no significant changes in our
internal controls over financial reporting that occurred during the quarter ended August 31, 2011 that have materially or are reasonably
likely to materially affect, our internal controls over financial reporting.



17





PART II



OTHER INFORMATION



ITEM 1.	LEGAL PROCEEDINGS



None



ITEM 1A.	RISK FACTORS



As a smaller reporting company, we are not required
to provide the information required by this item.



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



None.





ITEM 3.	DEFAULTS UPON SENIOR
SECURITIES



None



ITEM 4.	OTHER INFORMATION



Not applicable.



ITEM 5.	EXHIBITS



The following documents are filed as exhibits
to this Form 10-Q:



INDEX TO EXHIBITS



|Exhibit
        Number |  | Title of Document                                                                                                                              
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|3.1                    |  | Restated Certificate of Incorporation of Nano Dimensions, Inc., a Delaware corporation. (1)                                                    
|3.2                    |  | Bylaws of Nano Dimensions, Inc., a Delaware corporation. (2)                                                                                   
|23.1                   |  | Consent of Bouwhuis, Morrill and Company, LLC. (2)                                                                                             
|23.2                   |  | Consent of Kenneth I. Denos, P.C. (Filed as part of Exhibit 5.1). (2)                                                                          
|31                     |  | Certification by Chief Executive Officer and Chief Financial Officer, Chene Gardner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32                     |  | Certification by Chief Executive Officer and Chief Financial Officer, Chene Gardner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)Filed as an Exhibit to the Company’s Form 8-K filed with the Commission on October 25,
2010.

(2)Filed as an Exhibit to the Company’s Registration Statement on Form SB-2, deemed effective
by the Commission on May 15, 2006.





18





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.



|                       | NANO DIMENSIONS, INC.  
|---------------------- | -----------------------
|                       |                        
|Date: October 20, 2011 | BY: /S/ Chene Gardner  
|                       | Chene Gardner          
|                       | Chief Executive Officer







19