UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  August 31,
      2009[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:333-156409





NanoAsia Ltd.(Exact
      name of registrant as specified in its charter)Nevada
            N/A(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)Shop
      G18-19 Zheng Cheng Bu Xing Jie, Changping, Dongguan Guangdong China
            523560(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number:  852-9260-2297Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not applicable





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes
[  ]       No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[X]       No
[  ]





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act 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 (§ 229.405 of this
chapter) during the preceeding 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[X]       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.





Large
accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] 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
[  ]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. Not
available





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  9,000,000 as of November 30,
2009.











TABLE OFCONTENTS








PagePART IItem 1.
            Business
            3Item 1A.
            Risk Factors
            9Item 1B.
            Unresolved Staff Comments
            9Item 2.
            Properties
            9Item 3.
            Legal Proceedings
            9Item 4.
            Submission of Matters to a Vote of Security
      Holders
            9PART IIItem 5.
            Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            10Item 6.
            Selected Financial Data
            12Item 7.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            12Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            17Item 8.
            Financial Statements and Supplementary Data
            17Item 9.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            17Item 9A(T).
            Controls and Procedures
            17Item 9B.
            Other Information
            1718PART IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            19Item 11.
            Executive Compensation
            20Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            21Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            22Item 14.
            Principal Accountant Fees and Services
            22





PART IVItem 15.
            Exhibits, Financial Statement Schedules
            23








2


PART I


Item 1.   Business





Company
Overview





We are
engaged in the business of purchasing chemicals produced through the use of
nano-technology by NanoDuck China (our "Products"), using those chemicals to
treat finished garments for companies that manufacture and sell clothing (our
“Services”), and selling those chemicals to fabric mills who wish to produce and
sell fabrics with special performance features. When fabrics are treated with
our products, they become performance fabrics with special attributes: Water and
Oil Repellent (“WOR”), UV Protection (“UV”), or Antibacterial (“AB”). We believe
such products will enhance garment and textile performance and significantly
improve the functionality of the original material without impacting the look or
feel.





We plan
to offer our Products to select target customers for testing and feedback in
order to generate demand and establish a customer base.  We also plan
to offer our Services through our contract with NanoDuck to use their facilities
to treat garments.  To date, we have not earned any
significant revenues, as we are in the beginning stages of implementing our
business plan.





Nanotechnology





Nanotechnology
refers broadly to a field of applied science and technology whose unifying theme
is the control of matter on the atomic and molecular level in scales smaller
than 1 micrometer, normally 1 to 100 nanometers, and the fabrication of devices
within that size range.  In particular, nanotechnology may involve the
manipulation of materials on the atomic level so that they take on new
characteristics, such as increased strength.  Nanotechnology provides
the ability to work on a nano or submicron scale to create intelligent
structures that are superior and have fundamentally different,
performance-enhancing molecular organizations.  Working on a
nano-scale allows the building of molecular architectures that can be
specifically designed to create desirable attributes in fabrics.





Nanotechnology
and nanoscience got started in the early 1980s and is a highly multidisciplinary
field, drawing from fields such as applied physics, materials science, colloidal
science, device physics, supramolecular chemistry, and even mechanical and
electrical engineering. Nanotechnology can be seen as an extension of existing
sciences into the nanoscale, or as a recasting of existing sciences using a
newer, more modern term.





One
nanometer (nm) is one billionth, or 10-9 of a meter. To put that scale into
context the comparative size of a nanometer to a meter is the same as that of a
marble to the size of the earth.





Two main
approaches are used in nanotechnology. In the "bottom-up" approach, materials
and devices are built from molecular components which assemble themselves
chemically by principles of molecular recognition. In the "top-down" approach,
nano-objects are constructed from larger entities without atomic-level
control.





Examples
of nanotechnology in modern use are the manufacture of polymers based on
molecular structure, and the design of computer chip layouts based on surface
science. Despite the great promise of numerous nanotechnologies such as quantum
dots and nanotubes, real commercial applications have mainly used the advantages
of colloidal nanoparticles in bulk form, such as suntan lotion, cosmetics,
protective coatings, and performance fabrics and clothing.





3








Nanotech
Industry





Both
investment in nanotechnology research and the market for nanotech products are
expanding rapidly. Globally, governments in developed nations are investing
about $4 billion annually into research and development of nanotechnology
projects. The U.S. government alone invests about $1.4 billion yearly, an
increase of more than 10-fold since 1997.  The Japanese government is
investing about $1 billion yearly in nanotech research. The European
Nanotechnology Trade Alliance estimates government funding of nanotech research
in the European region at 480 million Euros for 2004. The same organization
counts more than 529 nanotechnology companies in Europe.





The
Project on Emerging Nanotechnologies launched the world's first online inventory
of manufacturer-identified nanotech goods in March 2006, and the nanomaterial of
choice among these products appears to be silver - which manufacturers claim is
in 139 products or nearly 25% of inventory - far outstripping carbon, gold, or
silica. According to Science Daily, an estimated $50 billion worth of
nanotechnology manufactured goods were on the global market in 2006, and the
number of nanotechnology enabled consumer products - from dietary supplements to
skin products to electronic devices - has more than doubled to over 500 products
since then. By 2014, a projected $2.6 trillion in global manufactured goods will
incorporate nanotech, or about 15% of total output. The growing nano-workforce
is predicted to reach 2 million globally by 2015.





Textile
and Garment Industry





The
textile and garment industry is widely viewed as a traditional
industry.  However, increased competition is forcing the industry to
restructure and modernize.  There is a general recognition that
producing traditional apparel products may no longer be sufficient to sustain a
viable business, and the textile industries may have to move toward more
innovative, high quality products in order to differentiate and
compete.  The key areas for increased competitiveness are in
information technology, biotechnology, and nanotechnology.





According
to the World Trade Organization's ("WTO") statistics, world trade in textiles
and garments was US $169 billion and US $226 billion in 2002 and 2003,
respectively.  According to Textile Intelligence, "Global products
will grow by 25% between 2002 and 2010.  Most of this growth will take
place in Asia.





A recent
study by McKinsey consultants showed China could account for half of the world's
clothing and textile exports by 2008, up from 21.6% in 2000.  In 2004,
China's garment industry produced 11.83 billion clothes, up 15.1%, earned sales
volume of US $46.7 billion, up 20.1%.  The industry's exported cloths
earned US $61.86 billion, up 18.8%.  China's demand for textile
chemicals has been growing 12.5% over the past decade.






4





Performance
Apparel Industry





Performance
apparel is one of the fastest growing sectors of the international textile and
clothing industry.  Performance apparel, in its current form, is
defined as exhibiting one or more of the following value-added
properties:  water and oil repellent, soil release, wrinkle
resistance, anti-bacterial and odor reduction, UV protection, anti-static,
insect repellent, quick dry and cool, and fire retardant.  According
to a September 30, 2006 report by Marketresearch.com, the market for performance
apparel is buoyant, and will continue to be so, as fabric technology improves
performance garments. Performance apparel currently accounts for over 10% of the
sportswear market and is forecast to be worth US $4.29 billion by 2012 at
wholesale, compared to the $340 million in 2004.  As performance
apparel is sold both to the individual consumer as sportswear at retail prices
and as a business-to-business protective clothing sale at wholesale prices, the
industry is divided into two segments: sportswear and protective
clothing.





The main
areas of sales for smart and interactive textiles are the military, healthcare,
and performance sportswear.  Market growth is being fueled by the
emergence of new fibers, advanced fabrics and innovative process
technologies.  The market is also expanding due to changes in consumer
lifestyles.  People are living longer and spending more time on
leisure activities.  New high-tech fabrics and apparel designed for
high performance wear are crossing over the boundary into everyday
fashion.  Some of the key methods which are being used and developed
for smart textiles are wearable electronics, nanotechnology, phase change
materials, and shape memory materials.





Our
Products and Services





The
rising demand for economical performance daily wears, and the benefits brought
by nanotechnology have resulted in what we anticipate will be a highly receptive
potential market for our Products and Services.  The weaving and
knitting technology are mature and competition is shifting toward using
chemicals to enhance apparel performance.  This segment is growing
rapidly and is expected to be the focus of future competition.  More
inventions are coming from the laboratory and most of them are derived from
nanotechnology-based chemical treatments.  We believe that some of the
performance features will become a standard for garments over
time.  This is confirmed by the wide proliferation of permanent press,
wrinkle free, and tumble-dry garments in recent years.





We have
partnered with NanoDuck China, Ltd (“NanoDuck”), a company that has developed
WOR, UV, and AB chemical treatments for fabrics, and mixes and sells those
treatments. Through our Exclusive Distributorship Agreement (“EDA”) with
NanDuck, we are NanoDuck’s exclusive distributor within the entire province of
Guang Dong, China, as well as Hong Kong. According to the terms of the EDA, we
will pay $40,000 on the effective date of the EDA, and an additional $20,000
within eighteen months of the effective date of the EDA. We made the $40,000
payment.  We have not yet made the $20,000 payment.  Under
the EDA, the payment is due on December 27, 2009. On December 3, 2009, however,
we entered into an amendment to the EDA with NanoDuck to extend the payment of
$20,000 for thirty months from the effective date of the
amendment.  This action was taken as a result in the current economic
turndown.








5





The EDA
is effective for thirty months and renewable for an additional thirty months
upon payment of an additional $20,000 to NanoDuck. In return, we are able to
purchase treatment chemicals for WOR, UV, and AB from NanoDuck at wholesale
prices, which we can resell at retail prices or use in providing treatment
services. NanoDuck will also provide wholesale apparel and fabric nano-treatment
services to us as part of our EDA. Should we determine to build or lease a
garment and fabric treatment facility in which to utilize NanoDuck’s chemicals,
NanoDuck will provide equipment, chemicals, and consulting at wholesale prices,
according to the terms of the EDA.




We have
also licensed the formulas from NanoDuck, so that we are able to mix their
proprietary chemical treatments from chemicals purchased through other suppliers
if necessary. We have also independently developed a method to combine these
chemicals to provide treatments that provide the performance characteristics of
multiple treatments. We currently offer the following nano-treatment related
products and services:





Apparel
Nano-Treatment Services:  We have the ability to treat finished
garments by utilizing NanoDuck’s China treatment facility on behalf of our
customers. NanoDuck’s China facility has a treatment capacity of 60,000 pieces
of garment per month and is readily expandable by threefold with the addition of
parallel processing equipment.  We are also able to partner with mass
production factories to process overflow orders for garments should that become
necessary.




Chemical
Supply:  We source treatment chemicals from NanoDuck and either resell
them directly to fabrics manufacturers, or blend them, when required, to create
different compounds under our brand name, to resell to manufacturers for
producing the garments or textiles with the desired properties. Although we
offer treatment services for both fabrics and finished garments, fabric
manufacturers who wish to internally produce performance fabrics for their
customers purchase treatment chemicals from us and incorporate them into their
manufacturing processes. Following is a table of the chemical treatments we
offer, our purchase prices, sales prices, and margin percentages:





Chemicals
            Purchase
      Price
            Sales Price
            Gross Margin %USD/kg
            USD/kg
            USD/kgND1*
            18.18
            29.22
            37.8%ND5*
            15.06
            29.22
            48.5%ND6*
            16.23
            29.22
            44.5%UV
            18.18
            35.00
            48.1%AB
            53.00
            107.00
            50.5%





*ND1 is
WOR for Cotton and Cotton Blends, ND5 is WOR for Polyester and Synthetic fibers,
and ND6 is WOR for Cotton, Synthetics, and their blends.








6





Competition





We face
significant competition in the performance apparel field.  Various
applications of nanotechnology to fabric, clothing, laundry solutions, masks,
and sprays that compete with our Products are listed below:





Repellents
and Fabrics





§
            Nanoprotex
      is a water-based, ultra thin, transparent penetrating nanotechnology
      repellent for textile and fabric. The product uses molecular bonding with
      a mineral substrate to form a hydrophobic surface, yet is still permeable
      to water vapor allowing the substrate to breathe
  naturally.


§
            E47
      fibers and fabrics claim to control odor-producing microbes faster, safer,
      longer and more efficiently than other fabric technologies.  E47
      controls odor causing microbial proliferation by accelerating silver ionic
      flux through advanced integrated
  nanotechnologies.


§
            Mipan
      Magic Silver Nano by Mipan is a multifunctional anti-microbial fiber
      derived from Silver Nano technology that protects wearers from various
      kinds of harmful germs and external
  environments.


§
            Morphotex
      Fiber by Teijin Fiber Corporation is light interference fiber that uses
      nano-order polymer layering technology, and new materials manufactured
      with a spinning technology that facilitates the production of fibers with
      nano-sized diameters.





Clothing





§
            Bicycle
      Fixed Shorts by Rapha Racing Ltd. are made from water- and stain-resistant
      Schoeller Nanosphere fabric that claims to be stretchy and breathable
      enough to provide all day comfort on and off the
  bike.


§
            ContourWear
      used Schoeller Dynamic fabric to make their AnyWear women's pants
      abrasion-, wrinkle-, and
stain-resistant.


§
            Double
      L Chinos by L.L. Bean uses Nano-Care by Nano-Tex treatment to make their
      wrinkle- and stain-resistant
fabric.


§
            Eddie
      Bauer Water Shorts feature Nano-Dry moisture management technology for
      fast-drying comfort as well as built-in
  sunscreen.


§
            Elements
      Nano-Tex Jacket by Jack Wolfskin applies a Texapore base fabric to create
      an apparel solution that benefits from effective and lasting protection
      from dirt, dampness, and odors.  This membrane also renders the
      jacket breathable and provides a total waterproof and windproof
      spec.


§
            The
      I-Tex “Silver Nano” Anti Bacterial Polo-Shirt by Innotech Textile Co.,
      Ltd. and United Textile Mills Co., Ltd., a leading textile company in
      Thailand.


§
            The
      Demron coverall by Radiation Shield Technologies is constructed with an
      integrated hood, heat sealed seams, and seam seal tape for added
      protection. Due to advanced molecular design, the Demron coverall allows
      for better heat dissipation than other impermeable protective fabrics,
      providing the user with a cooler core
  environment.


§
            AgActive's
      business socks are made from cotton, elastane and elastic for extra
      softness, stretch and breathability. The nano particles of silver help
      maintain healthy, bacteria free
feet.


§
            Contour-Foam
      Slippers by Sharper Image for men and women feature insoles of
      heat-sensitive Contour-Foam. This space-age, viscoelastic material is
      five-times denser than any conventional foam yet it immediately responds
      to your body's shape, weight and warmth to mold a custom cradle of firm
      but pressure-free support.  The outer soles are molded of
      durable, lightweight polyurethane; these slippers can be worn outside, wet
      or dry.


§
            Dainty
      Footings shoe cushions reduce shock to your feet and joints, stop foot and
      toe slippage, help prevent the formation of blisters and calluses and keep
      feet cool and dry.





Other
Products





§
            Laundry
      Pure by Ecoquest uses silver ions to provide unique antibacterial
      properties. LaundryPure uses nanotechnology to electrolyze 99.99% pure
      silver probes during the wash and rinse cycles. These silver ions bind
      themselves to the fabric to provide ongoing protection against
      odor-causing bacteria.


§
            Nanobabies
      offers a full line of undergarments, masks, and body sprays that employ
      nano-treatment technology.





We
believe that our success will depend upon our ability to remain competitive in
our product areas.  Our success will depend, in part, on the
uniqueness of our services and applications of nanotechnology on both garment
and fabrics.  This enables customers to select the best approach
considering the merchandise's configuration as well as cost, logistics, and
time.  We believe that the advantages that our Products and Services
present to the performance apparel market are significant enough to generate
high sales growth and competitive advantage.








7





Intellectual
Property





We plan
to register our trademark and logo have been registered in China and Hong Kong.
We intend to aggressively assert our rights under trade secret, unfair
competition, trademark and copyright laws to protect our intellectual property,
including product formulas, proprietary manufacturing processes and
technologies, product research and concepts and recognized
trademarks.  These rights are protected through the acquisition of
patents and trademark registrations, the maintenance of trade secrets, the
development of trade dress, and, where appropriate, litigation against those who
are, in our opinion, infringing these rights.





While
there can be no assurance that registered trademarks will protect our
proprietary information, we intend to assert our intellectual property rights
against any infringer.  Although any assertion of our rights can
result in a substantial cost to, and diversion of effort by, our company,
management believes that the protection of our intellectual property rights is a
key component of our operating strategy.





Regulatory
Matters





We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our product, which are generally applicable to business operations, such as
business licensing requirements, income taxes and payroll taxes.  In
general, the development, manufacture, and sale of our Product are not subject
to special regulatory and/or supervisory requirements.





Environmental
Laws and Health Risks





There is
currently no government oversight and no labeling requirements for nano-products
anywhere in the world.  However, there is growing body of scientific
evidence which demonstrates the potential for some nanomaterials to be toxic to
humans or the environment. The smaller a particle, the greater its surface area
to volume ratio and the higher its chemical reactivity and biological
activity.





The
greater chemical reactivity of nanomaterials results in increased production of
reactive oxygen species ("ROS"), including free radicals. ROS production has
been found in a diverse range of nanomaterials including carbon fullerenes,
carbon nanotubes and nanoparticle metal oxides. ROS and free radical production
is one of the primary mechanisms of nanoparticle toxicity; it may result in
oxidative stress, inflammation, and consequent damage to proteins, membranes and
DNA. The extremely small size of nanomaterials also means that they are much
more readily taken up by the human body than larger sized
particles.




Nanomaterials
are able to cross biological membranes and access cells, tissues and organs that
larger-sized particles normally cannot. Nanomaterials can gain access to the
blood stream following inhalation or ingestion. At least some nanomaterials can
penetrate the skin; even larger microparticles may penetrate skin when it is
flexed. Broken skin is an ineffective particle barrier, suggesting that acne,
eczema, shaving wounds or severe sunburn may enable skin uptake of nanomaterials
more readily.





Once in
the blood stream, nanomaterials can be transported around the body and are taken
up by organs and tissues including the brain, heart, liver, kidneys, spleen,
bone marrow and nervous system. Nanomaterials have proved toxic to human tissue
and cell cultures, resulting in increased oxidative stress, inflammatory
cytokine production and cell death. Unlike larger particles, nanomaterials may
be taken up by cell mitochondria and the cell nucleus. Studies demonstrate the
potential for nanomaterials to cause DNA mutation and induce major structural
damage to mitochondria, even resulting in cell death. Size is therefore a key
factor in determining the potential toxicity of a particle. However it is not
the only important factor.





Other
properties of nanomaterials that influence toxicity include: chemical
composition, shape, surface structure, surface charge, aggregation and
solubility, and the presence or absence of functional groups of other chemicals.
The large number of variables influencing toxicity means that it is difficult to
generalize about health risks associated with exposure to nanomaterials – each
new nanomaterial must be assessed individually and all material properties must
be taken into account.





In its
seminal 2004 report Nanoscience and Nanotechnologies: Opportunities and
Uncertainties, the United Kingdom's Royal Society recommended that nanomaterials
be regulated as new chemicals, that research laboratories and factories treat
nanomaterials "as if they were hazardous," that release of nanomaterials into
the environment be avoided as far as possible, and that products containing
nanomaterials be subject to new safety testing requirements prior to their
commercial release. Yet regulations world-wide still fail to distinguish between
materials in their nanoscale and bulk form.  This means that
nanomaterials remain effectively unregulated; there is no regulatory requirement
for nanomaterials to face new health and safety testing or environmental impact
assessment prior to their use in commercial products, if these materials have
already been approved in bulk form.  The International Council on
Nanotechnology maintains a database and Virtual Journal of scientific papers on
environmental, health and safety research on nanoparticles. The database
currently has over 2000 entries indexed by particle type, exposure pathway and
other criteria.  The Project on Emerging Nanotechnologies currently
lists 502 products that manufacturers have voluntarily identified that use
nanotechnology. No labeling is required by the FDA so that number could be
significantly higher.





The
health risks of nanomaterials are of particular concern for workers who may face
occupational exposure to nanomaterials at higher levels, and on a more routine
basis, than the general public.





Recently
"a broad international coalition of consumer, public health, environmental,
labor, and civil society organizations spanning six continents called for
strong, comprehensive oversight of the new technology and its products"
according to the International Center for Technology Assessment in its report
Principles for the Oversight of Nanotechnologies and
Nanomaterials.  The group has urged action based on eight principles.
They are: 1) A Precautionary Foundation 2) Mandatory Nano-specific Regulations
3) Health and Safety of the Public and Workers 4) Environmental Protection 5)
Transparency 6) Public Participation 7) Inclusion of Broader Impacts and 8)
Manufacturer Liability.


We cannot
predict with any certainty our future capital expenditure requirements because
of continually changing compliance standards and environmental
technology.  We do not have insurance coverage for environmental
liabilities and do not anticipate obtaining such coverage in the
future.








8




Item 1A.   Risk Factors.





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





Item 1B.   Unresolved Staff Comments





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





Item 2.   Properties





Our
principal office is located at Shop G18-19, Zheng Cheng Bu Xing Jie, Zhen Xing
San Jei, Dongguan, Guangdong, China.





Item 3.   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 4.   Submission of Matters to a Vote of
Security Holders





No
matters were submitted to a vote of the Company's shareholders during the
quarter ended August 31, 2009.


9


PART II





Item 5.    Market for Registrant’s Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “NNAS.OB.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





Fiscal
      Year Ending August 31, 2009Quarter
      Ended
            
            High
      $
            
            Low
      $August
      31, 2009
            
            N/A
            
            N/AMarch
      31, 2009
            
            N/A
            
            N/ADecember
      31, 2008
            
            N/A
            
            N/ASeptember
      30, 2008
            
            N/A
            
            N/A








Fiscal
      Year Ending August 31, 2008Quarter
      Ended
            
            High
      $
            
            Low
      $August
      31, 2008
            
            N/A
            
            N/AMarch
      31, 2008
            
            N/A
            
            N/ADecember
      31, 2007
            
            N/A
            
            N/ASeptember
      30, 2007
            
            N/A
            
            N/A





Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.








10





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





Holders of Our Common
Stock





As of
August 31, 2009, we had 9,000,000 shares of our common stock issued and
outstanding, held by 31 shareholders of record.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:





1.
            we
      would not be able to pay our debts as they become due in the usual course
      of business, or;


2.
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.





Securities
Authorized for Issuance under Equity Compensation Plans





We do not
have any equity compensation plans.








11





Item 6.   Selected Financial Data





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





Item 7.  Management’s Discussion and Analysis of
Financial Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.





Overview




We are
engaged in the business of purchasing chemicals produced through the use of
nano-technology by NanoDuck China (our "Products"), using those chemicals to
treat finished garments for companies that manufacture and sell clothing (our
“Services”), and selling those chemicals to fabric mills who wish to produce and
sell fabrics with special performance features. When fabrics are treated with
our Products, they become performance fabrics with special attributes: Water and
Oil Repellent (“WOR”), UV Protection (“UV”), or Antibacterial (“AB”). We believe
such products will enhance garment and textile performance and significantly
improve the functionality of the original material without impacting the look or
feel.








12





The
rising demand for economical performance daily wears, and the benefits brought
by nanotechnology have resulted in what we anticipate will be a highly receptive
potential market for our Products and Services. We have partnered with NanoDuck
China, Ltd (“NanoDuck”), a company that has developed WOR, UV, and AB chemical
treatments for fabrics, and mixes and sells those treatments. Through our
Exclusive Distributorship Agreement (“EDA”) with NanDuck, we are NanoDuck’s
exclusive distributor within the entire province of Guang Dong, China, as well
as Hong Kong. According to the terms of the EDA, we will pay $40,000 on the
effective date of the EDA, and an additional $20,000 within eighteen months of
the effective date of the EDA. We made the $40,000 payment.  The EDA
is effective for thirty months and renewable for an additional thirty months
upon payment of an additional $20,000 to NanoDuck. In return, we are able to
purchase treatment chemicals for WOR, UV, and AB from NanoDuck at wholesale
prices, which we can resell at retail prices or use in providing treatment
services. NanoDuck will also provide wholesale apparel and fabric nano-treatment
services to us as part of our EDA. Should we determine to build or lease a
garment and fabric treatment facility in which to utilize NanoDuck’s chemicals,
NanoDuck will provide equipment, chemicals, and consulting at wholesale prices,
according to the terms of the EDA.




We have
also licensed the formulas from NanoDuck, so that we are able to mix their
proprietary chemical treatments from chemicals purchased through other suppliers
if necessary. We have also independently developed a method to combine these
chemicals to provide treatments that provide the performance characteristics of
multiple treatments.





We plan
to offer our Products to select target customers for testing and feedback in
order to generate demand and establish a customer base.  We also plan
to offer our Services through our contract with NanoDuck to use their facilities
to treat garments.  To date, we have not earned any significant
revenues, as we are in the beginning stages of implementing our business
plan.





Purchases





We plan
to continue to develop our relationship with NanoDuck, purchase chemicals,
chemical treatments, and equipment, and obtain consulting services from the
company. We also intend to develop relationships with other chemical suppliers,
so that we may use the chemical mixing procedures that we have licensed from
NanoDuck to create larger volumes of chemical treatments, should our sales
exceed levels that NanoDuck can supply.





We are
required to pay $20,000 to NanoDuck within 18 months of the effective date of
the EDA, which is December 27, 2009.  We have not yet made the $20,000
payment.  On December 3, 2009, we entered into an amendment to the EDA
with NanoDuck to extend the payment of $20,000 for thirty months from the
effective date of the amendment.  This action was taken as a result in
the current economic turndown.





Pursuant
to our contract with NanoDuck, we are entitled to technical and service support
from NanoAsia for applications of the Product and the specifications of the
treatment process.  Upon conclusion of our Product testing, our
contract allows us to purchase the Product from NanoDuck at wholesale
prices.








13





Product
Testing





We
currently plan to provide our Products free of charge to a few select garment
manufacturers for commercial testing and feedback.  These target
customers include: HK Camper Tent Mfg Co., Ltd., a tent manufacturer based in
Guang Dong Province, China; Whole March Garment Ltd., a clothing manufacturer
based in Hong Kong; and DongGuan ZhongTong ZhongXing Dyeing and Washing Factory,
a jean fabric manufacturer based in Guang Dong Provice, China.  The
purpose of this testing is to: expose our Products to potential customers in the
industry; allow those customers to sample our Products’ performance
characteristics; cultivate demand for our Products to the end users; and provide
us with valuable feedback on how to adapt our Products to better meet the needs
of our potential manufacturing customers.


We hope
that our customers are able to manufacture nanotechnology performance garments
and fabrics to the marketplace without the burden of managing technical
expertise, costs, time, and risks normally associated with the development of
technologically sophisticated products.  We plan to work closely with
our potential manufacturing customers to train them on the correct application
and use of our Products, or allow these customers access to our garment
treatment Services (explained below).  This process should enhance our
communication with potential customers and improve the quality of instructions
to use our Products.





We
believe the costs on our testing and feedback program will be minimal. We do not
pay our potential customers under our testing and feedback program, nor expect
to spend funds for Product costs in the next few months for use in our testing
and feedback program with potential customers. NanoDuck has agreed to provide
samples of the Product to our potential customers under the
program.  Our officers and directors will provide the oversight and
work directly with potential customers. Because our funds are limited, our
officers and directors are not paid for their services to our
company.  In the future, if we are able to establish enough customers
to sustain revenues, we plan to devote funds to hire sales representations to
preside over specific locations.





To date,
we have received little feedback from our potential customers.  Given
the poor economic environment, our potential customers have less time and
resources at present to absorb our proposed business proposition.  We
have managed to offer small samples of our Products, however, on testing
treatments for HK Camper Tent Mfg Co., Ltd. on their tents fabrics. In late
January 2009, we received favorable feedback on the use of our Product with
their tent fabrics.  This is our first step and hopefully we will gain
momentum with our other targeted manufacturing customers in the near
future.





Garment
Treatment Services





We
currently have an operations facility in Guang Dong, China, a strategic location
that provides us with access to much of the textile industry in China. We are
capable of offering nano-treatment services for finished garments, through
sub-contract with NanoDuck, which has annual monthly treatment capacity of
60,000 garments. NanoDuck has the ability to triple its production by installing
parallel treatment lines, should the demand for our treatment services increase
to this level. We anticipate that NanoDuck will increase the treatment capacity
of this facility by adding parallel lines one at a time over as demand
dictates.








14





We have
not received any requests for our services to date. Because we operate through
NanoDuck’s facilities, we will not require significant cash to fulfill our
Services to potential customers.  NanoDuck will bill us for the
Treatment services and we plan to pass that cost on to our
customers.





Sales
and Distribution Strategy





Our goal
is for our performance fabrics and clothing applications and treatments to
become a leading product in the global marketplace.  In order to
achieve our goal, we intend to increase awareness of our product with potential
customers.




We
believe we are in a unique position and possess the critical elements to
implement and operate a successful nano-enabling business in the garment
industry.  We have focused our sales efforts thus far on fabric
manufacturers to whom we plan to sell treatment chemicals, and garment
manufacturers and retailers to whom we plan to sell our garment treatment
services. We intend to increase our sales efforts in these areas, utilizing the
network of contacts of our executive officers and directors as well as hiring
full-time sales people in the next twelve months.





We intend
to employ a direct sales approach supported by account management techniques for
major accounts and international labels.  We expect that these
customers will provide a recurring and volume business for us, but also require
professional management throughout sourcing and delivery cycles.  In
addition, we will continue to expand our network of indirect sales and channel
partners motivated by incentive programs, mutually beneficial relations, and
cross referral benefits.





Our
current marketing program contains a variety of initiatives as a continual
effort to promote awareness, our leadership position, and to generate sales
leads.  We plan to continue to promote our corporate brand identity to
advocate our leadership position and product quality.





We plan
to have booth-level presence in at least one major garment/fashion trade show
each year and participate in others by co-marketing with partners.  We
will continue to issue press releases for product launches and
news.  We will conduct continual content renewal on our English and
Chinese web sites, and will post industrial and white paper publications on
these web sites.





Our
partnerships with retailers and merchandise sourcing will continue to magnify
our garment treatment sales, broaden our sales channels, increase brand image
through tags and labels on garments, and expand our chemical sales to
manufacturers producing for the retailer.





Significant
Equipment





We do not
anticipate purchasing any significant equipment in the next twelve
months.








15








Results
of Operations for the Year Ended August 31, 2009, and Period from September 19,
2007 (Date of Inception) to August 31, 2009





We
generated revenues of $360 for the period from September 19, 2007
(Date of Inception) to August 31, 2009.




We
incurred operating expenses in the amount of $37,978 for the year ended August
31, 2009. Professional Fees accounted for $34,149, Office and Miscellaneous
expenses accounted for $3,829 and Licensing Agreement fees accounted for $0 for
the year ended August 31, 2009.





We
incurred more operating expenses in the amount of $90,802 for the period from
September 19, 2007 (Date of Inception) to August 31, 2009. Professional Fees
accounted for $46,676, Office and Miscellaneous expenses accounted for $4,126
and Licensing Agreement fees accounted for $40,000 for the period from September
19, 2007 (Date of Inception) to August 31, 2009.





Due to
our expenses listed above and our lack of revenue, we incurred a net loss in the
amount of $37,618 for the year ended August 31, 2009. We incurred a net loss of
$90,442 for the period from September 19, 2007 (Date of Inception) to August 31,
2009.





Liquidity
and Capital Resources





As of
August 31, 2009, we had total current assets of $2,096. Our total current
liabilities as of August 31, 2009 were $19,538. We had a working capital deficit
of $17,442 as of August 31, 2009.





Operating
activities used $70,904 in cash for the period from September 19, 2007
(Date of Inception) to August 31, 2009. Our net loss of $90,442 was the primary
component of our negative operating cash flow, offset by an increase in accrued
expenses in the amount of $19,538. Cash flows provided by financing activities
during the period from September 19, 2007 (Date of Inception) to August 31, 2009
was $73,000 and consisted of $9,000 as proceeds from the issuance of common
stock and $64,000 as proceeds from  shareholder advances. The advances from
shareholder are non-interest bearing, and are due 12 months after receipt of
written demand for payment.





As of
August 31, 2009, we seem have insufficient cash to operate our business at the
current level for the next twelve months. Accordingly, we anticipate that we
must raise additional capital to achieve our business goals and to continue
operations. We believe that $50,000 will be sufficient to help us implement our
business plan.  We will need to pay NanoDuck an additional $20,000
under the terms of the EDA, plus we will need roughly $30,000 to cover
administrative costs for the next twelve months.  The bulk of funds
will be used for legal and accounting fees associated with our reporting
obligations as a public company.





Although
our principals have no legal obligation to infuse additional capital, it is
anticipated that our principals will do so as reasonably necessary by providing
short-term demand loans carrying a market interest rate. We may also have to
raise additional capital in the form of private equity securities to meet our
financial requirements over the next twelve months. In the event we are not able
to obtain financing within the next twelve months, our operations will be
limited.








16





Going
Concern





We have
negative working capital, recurring losses and have a deficit accumulated during
the development stage of $90,442 as of August 31, 2009.  Our financial
statements are prepared using the 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.  However,
we have no current source of revenue. Without realization of additional capital,
it would be unlikely for us to continue as a going concern. Our management plans
on raising cash from public or private debt or equity financing, on an as needed
basis and in the longer term, revenues from the acquisition and development of
our business venture. Our ability to continue as a going concern is dependent on
these additional cash financings, and, ultimately, upon achieving profitable
operations through the development of our business.





Off
Balance Sheet Arrangements





As of
August 31, 2009, there were no off balance sheet arrangements.





Item 7A.  Quantitative and Qualitative Disclosures
About Market Risk





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





Item 8.   Financial Statements and Supplementary
Data





See the
financial statements annexed to this annual report.





Item 9.   Changes In and Disagreements with
Accountants on Accounting and Financial


Disclosure





No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending August 31, 2009.





Item 9A(T).  Controls and Procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls
and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.








17





As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of August 31, 2009. Based on their evaluation, they concluded that
our disclosure controls and procedures were effective.





Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act). Our internal control over financial reporting is a process
designed by, or under the supervision of, our chief executive officer and chief
financial officer and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles. Internal
control over financial reporting includes policies and procedures that pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets; provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
our financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with the authorization of our board of directors and management; and
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on our financial statements.





Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of August 31, 2009.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.





During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.





Item9B.   Other Information





None






18




PART III





Item 10.  Directors, Executive Officers and Corporate
Governance





The
following information sets forth the names of our current directors and
executive officers, their ages as of August 31, 2009 and their present
positions.





Name
            Age
            Position
      Held with the CompanyRyan
      Chi Wing So
            23
            President,
      CEO, and DirectorSien
      Ting Cindy Tsang
            42
            Secretary





Set forth
below is a brief description of the background and business experience of
executive officers and directors.





Ryan Chi Wing Sois our sole
executive officer and director. He graduated from University of Victoria 1992
with a Bachelor of Science Degree in Computer Science. From 1997 through 2003,
Ryan Chi Wing So worked as a customer service supervisor with Ringier Print
Limited in Hong Kong, where he was responsible for developing business
relationships and overseeing the company’s customer service coordinators. Since
2004, he has worked as the Prepress Supervisor for Ringier Print Limited,
interacting with printing plate and chemical suppliers, overseeing the daily
operations of the pre-press department, and investigating new technology for
company development.




Sien Ting Cindy Tsangis our
Secretary.  From 1997 to the present, Ms. Tsang has been an assistant
at the Chiropractic Wellness Center in Hong Kong





Term
of Office





Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.


Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.











19








Committees
of the Board





Our
company currently does not have nominating, compensation or audit committees or
committees performing similar functions nor does our company have a written
nominating, compensation or audit committee charter. Our directors believe that
it is not necessary to have such committees, at this time, because the functions
of such committees can be adequately performed by the board of
directors.





Our
company does not have any defined policy or procedural requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.





A
shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President and director, Tee Kai
Shen, at the address appearing on the first page of this annual
report.





Code
of Ethics





August
31, 2009, we had not adopted a Code of Ethics for Financial Executives, which
would include our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.





Item 11.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended August 31, 2009 through 2008.





SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Ryan
      Chi Wing So
              President,
      CEO, Secretary and Director
            2009
              2008
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0Sien Ting Cindy TsangSecretary
            2009
              2008
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0








Narrative
Disclosure to the Summary Compensation Table





We have
not entered into any employment agreement or consulting agreement with our
executive officers.  There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.





Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future.  Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.








20








Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of August 31,
2009.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Ryan
      Chi Wing So
            -
            -
            -
            -
            -
            -
            -
            -
            -Sien
      Ting Cindy Tsang
            -
            -
            -
            -
            -
            -
            -
            -
            -





Compensation
of Directors





The table
below summarizes all compensation of our directors as of August 31,
2009.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Ryan
      Chi Wing So
            -
            -
            -
            -
            -
            -
            -








Narrative
Disclosure to the Director Compensation Table





We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.





Stock
Option Plans





We did
not have a stock option plan in place as of August 31, 2009.





Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related


Stockholder
Matters





The
following table sets forth, as of August 31, 2009, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:





Name
      and Address of Beneficial Owners of Common Stock1
            Title
      of Class
            Amount
      and Nature of Beneficial Ownership
            %
      of Common Stock2Ryan
      Chi Wing So
            Common
      Stock
            2,000,000
            22.2%DIRECTORS
      AND OFFICERS – TOTAL
            
            2,000,000
            22.2%5%
      SHAREHOLDERSChun
      Fong Tsang
            Common
      Stock
            4,000,000
            44.4%5%
      SHAREHOLDERS – TOTAL
            
            4,000,000
            44.4%





1.
            As
      used in this table, "beneficial ownership" means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to a security (i.e., the power to dispose
      of, or to direct the disposition of, a security). In addition, for
      purposes of this table, a person is deemed, as of any date, to have
      "beneficial ownership" of any security that such person has the right to
      acquire within 60 days after such
date.




2.
            The
      percentage shown is based on denominator of 9,000,000 shares of common
      stock issued and outstanding for the company as of August 31,
      2009.








21





Item 13.   Certain Relationships and Related
Transactions, and Director Independence





Except as
follows, none of our directors or executive officers, nor any proposed nominee
for election as a director, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 5% of the voting rights attached to all of
our outstanding shares, nor any members of the immediate family (including
spouse, parents, children, siblings, and in-laws) of any of the foregoing
persons has any material interest, direct or indirect, in any transaction over
the last two years or in any presently proposed transaction which, in either
case, has or will materially affect us.





In June
2008, Mr. Chun Fong Tsang advanced us $48,000.  The advance from this
shareholder is non-interest bearing, and due 12 months after receipt of written
demand for payment.





As of the
date of this annual report, our common stock is traded on the OTC Bulletin Board
(the “Bulletin Board”).  The Bulletin Board does not impose on us
standards relating to director independence or the makeup of committees with
independent directors, or provide definitions of independence.





Item 14.   Principal Accounting Fees and
Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial
      Statements for the Year Ended August 31
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2009
            $5,750
            $0
            $0
            $02008
            $3,500
            $0
            $0
            $0







22





PART IV





Item 15.   Exhibits, Financial Statements
Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited Financial Statements:F-1
            Report
      of Independent Registered Public Accounting FirmF-2
            Consolidated
      BalaBalance Sheets as of August 31, 2009  and
    2008F-3
            Statements
      of Operations for the Years Ended August 31, 2009 and August 31, 2008 and
      period from inception (September 19, 2007) to August 31,
    2009F-4
            Statement
      of Stockholders’ Deficit for period from inception (September 19,
      2007) to August 31, 2009F-5
            Statements
      of Cash Flows for the Years Ended August 31, 2009 and August 31, 2008 and
      period from inception (September 19, 2007) to August 31,
    2009F-6
            Notes
      to Consolidated Financial
Statements








Exhibit
      Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            Bylaws,
      as amended (1)23.1
            Consent of Maddox Ungar Silberstein,
      PLLC31.1
            Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of 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





1
            Incorporated
      by reference to the Registration Statement on Form S-1 filed on December
      23, 2008.





23





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





NanoAsia
Ltd.





By:
            /s/Ryan 
      Chi Wing SoRyan
      Chi Wing So
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorDecember
      15, 2009





In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:





By:
            /s/Ryan 
      Chi Wing SoRyan
      Chi Wing So
              President,
      Chief Executive Officer, Principal Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer and DirectorDecember
      15, 2009














Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors Phone
(248) 203-0080
 Fax (248)
281-0940
 30600
Telegraph Road, Suite 2175
 Bingham
Farms, MI 48025-4586
 www.maddoxungar.com
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 
 To the
Board of Directors of
 NanoAsia
Ltd.
 Reno,
Nevada
 
 We have
audited the accompanying balance sheets of NanoAsia Ltd.  (the
“Company”) as of August 31, 2009 and 2008, and the related statements of
operations, stockholders' deficit, and cash flows for the periods then ended and
for the period from September 19, 2007 (Date of Inception) through August 31,
2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of NanoAsia Ltd.  as of
August 31, 2009 and 2008 and the results of its operations and its cash flows
for the periods then ended and for the period from September 19, 2007 (Date of
Inception) through August 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
 
 As
discussed in Note 2 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 /s/ Maddox Ungar
Silberstein, PLLC
 
 Maddox
Ungar Silberstein, PLLC
 Bingham
Farms, Michigan
 December
15, 2009
   F-1
 
 NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 AS
OF AUGUST 31, 2009 AND 2008
 
 2009
              
              
              2008ASSETSCurrent
      AssetsCash
              
              $
              2,096
              
              
              $
              6,744TOTAL
      ASSETS
              
              $
              2,096
              
              
              $
              6,744LIABILITIES
      AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
      LiabilitiesAccrued
      expenses
              
              $
              19,538
              
              
              $
              12,568Long-Term
      LiabilitiesAdvances
      from shareholders
              
              
              64,000
              
              
              
              38,000TOTAL
      LIABILITIES
              
              
              83,538
              
              
              
              50,568STOCKHOLDERS’
      DEFICITCommon
      stock, $.001 par value, 90,000,000 common shares and  10,000,000
      preferred shares authorized; 9,000,000 common shares issued and
      outstanding
              
              
              9,000
              
              
              
              9,000Deficit
      accumulated during the development stage
              
              
              (90,442
              )
              
              
              (52,824
              )TOTAL
      STOCKHOLDERS’ DEFICIT
              
              
              (81,442
              )
              
              
              (43,824
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              2,096
              
              
              $
              6,744
 
  
 
 See
accompanying notes to financial statements.
 
 
 F-2
 
 
 NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 FOR
THE PERIODS ENDED AUGUST 31, 2009 AND 2008
 FOR
THE PERIOD FROM SEPTEMBER 19, 2007 (INCEPTION) TO AUGUST 31, 2009
 
 
 Year
      ended August 31, 2009
              
              
              Period
      ended August 31, 2008
              
              
              Period
      from September 19, 2007 (Inception) to August 31, 2009REVENUES
              
              $
              360
              
              
              $
              0
              
              
              $
              360EXPENSESProfessional
      fees
              
              
              34,149
              
              
              
              12,527
              
              
              
              46,676Office
      and miscellaneous
              
              
              3,829
              
              
              
              297
              
              
              
              4,126Licensing
      agreement
              
              
              0
              
              
              
              40,000
              
              
              
              40,000TOTAL
      EXPENSES
              
              
              37,978
              
              
              
              52,824
              
              
              
              90,802NET
      LOSS
              
              $
              (37,618
              )
              
              $
              (52,824
              )
              
              $
              (90,442
              )NET
      LOSS PER SHARE: BASIC AND DILUTED
              
              $
              (0.00
              )
              
              $
              (0.01
              )WEIGHTED
      AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
              
              
              9,000,000
              
              
              
              9,000,000
 
  
 
 See
accompanying notes to financial statements.
 
 
  F-3
  NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT
 FOR
THE PERIOD FROM SEPTEMBER 19, 2007 (INCEPTION) TO AUGUST 31, 2009
 
 
 Common
      Stock
              
              
              Additional
      Paid-in
              
              
              Deficit
      Accumulated during the DevelopmentShares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalIssuance
      of common stock for cash to founders
              
              
              6,000,000
              
              
              $
              6,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              6,000Issuance
      of common stock for cash at $.001
              
              
              3,000,000
              
              
              
              3,000
              
              
              
              
              
              
              
              
              
              
              
              3,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (52,824
              )
              
              
              (52,824
              )Balance,
      August 31, 2008
              
              
              9,000,000
              
              
              
              9,000
              
              
              
              -
              
              
              
              (52,824
              )
              
              
              (43,824
              )Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (37,618
              )
              
              
              (37,618
              )Balance,
      August 31, 2009
              
              
              9,000,000
              
              
              $
              9,000
              
              
              $
              -
              
              
              $
              (90,442
              )
              
              $
              (81,442
              )
 
   
 See
accompanying notes to financial statements.
 
 
  F-4
  NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 FOR
THE PERIODS ENDED AUGUST 31, 2009 AND 2008
 FOR
THE PERIOD FROM SEPTEMBER 19, 2007 (INCEPTION) TO AUGUST 31, 2009
 
 
 
 Year
      ended August 31, 2009
              
              
              Period
      ended August 31, 2008
              
              
              Period
      from September 19, 2007 (Inception) to August 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss and comprehensive loss
              
              $
              (37,618
              )
              
              $
              (52,824
              )
              
              $
              (90,442
              )Changes
      in assets and liabilities:Increase
      in accrued expenses
              
              
              6,970
              
              
              
              12,568
              
              
              
              19,538CASH
      FLOWS USED IN OPERATING ACTIVITIES
              
              
              (30,648
              )
              
              
              (40,256
              )
              
              
              (70,904
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock
              
              
              0
              
              
              
              9,000
              
              
              
              9,000Advances
      from shareholders
              
              
              26,000
              
              
              
              38,000
              
              
              
              64,000CASH
      FLOWS FROM FINANCING ACTIVITIES
              
              
              26,000
              
              
              
              47,000
              
              
              
              73,000NET
      INCREASE IN CASH
              
              
              (4,648
              )
              
              
              6,744
              
              
              
              2,096Cash,
      beginning of period
              
              
              6,744
              
              
              
              0
              
              
              
              0Cash,
      end of period
              
              $
              2,096
              
              
              $
              6,744
              
              
              $
              2,096SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
              
              $
              0
              
              
              $
              0Income
      taxes paid
              
              $
              0
              
              
              $
              0
 
 
  
 See
accompanying notes to financial statements.
 
  F-5
  NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 AUGUST
31, 2009
 
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business
 Nanoasia
Ltd. (“Nanoasia” or the “Company”) was incorporated in Nevada on September 19,
2007.  Nanoasia is a Development stage company and has not yet
realized any revenues from its planned operations.  Nanoasia has
entered into an exclusive distributorship agreement with Nanoduck Limited to
distribute its line of clothing enhancement chemicals in the province of Guang
Dong, China and Hong Kong.
 
 Use of
Estimates
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet.  Actual results could
differ from those estimates.
 
 Basic Loss Per
Share
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Comprehensive
Income
 The
Company has established standards for reporting and display of comprehensive
income, its components and accumulated balances.  When applicable, the
Company would disclose this information on its Statement of Stockholders’
Deficit.  Comprehensive income comprises equity except those resulting
from investments by owners and distributions to owners. The Company has not had
any significant transactions that are required to be reported in other
comprehensive income.
 
 Income
Tax
 Deferred
income taxes reflect the net effect of (a) temporary difference between carrying
amounts of assets and liabilities for financial purposes and the amounts used
for income tax reporting purposes, and (b) net operating loss carryforwards. No
net provision for refundable Federal income tax has been made in the
accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net operating
loss carryforward has been recognized, as it is not deemed likely to be
realized.
 
 Revenue
Recognition
 The
company recognizes revenues when products are fully delivered or services have
been provided and collection is reasonably assured.
 
  
 
 F-6
 
 
 
 NANOASIA
LTD.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 AUGUST
31, 2009
 
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Cashand CashEquivalents
 The
Company considers all highly liquid investments with the original maturities of
three months or less to be cash equivalents
 
 Recent Accounting
Pronouncements
 Nanoasia
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE
2 – GOING CONCERN
 
 Nanoasia
has recurring losses and has a deficit accumulated during the development stage
of $90,442 as of August 31, 2009.  Nanoasia's financial statements are
prepared using the 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.  However, Nanoasia has
no current source of revenue. Without realization of additional capital, it
would be unlikely for Nanoasia to continue as a going
concern.  Nanoasia's management plans on raising cash from public or
private debt or equity financing, on an as needed basis and in the longer term,
revenues from the acquisition, Development and development of mineral interests,
if found.  Nanoasia's ability to continue as a going concern is
dependent on these additional cash financings, and, ultimately, upon achieving
profitable operations through the development of mineral interests.
 
 NOTE
3 – LICENSE AGREEMENT
 
 In March
2008, Nanoasia entered into an exclusive distributorship agreement with Nanoduck
Limited to acquire the exclusive distribution rights to Nanoduck’s product line
of clothing enhancement chemicals in the province of Guang Dong, China and Hong
Kong.  In consideration, Nanoasia paid to Nanoduck Limited, cash of $
40,000 on the effective date of the distributorship agreement, and will be
responsible to pay an additional $ 20,000 with 18 months of the effective date
of the agreement. The agreement shall remain in force for a thirty month period
from the effective date; however, at the sole discretion of Nanoduck Limited,
the agreement can be extended for an additional 30 month period upon payment by
Nanoasia of an additional $ 20,000.
 
 
 NOTE
4 – ADVANCES FROM SHAREHOLDERS
 
 The
advances from shareholders are non-interest bearing, and are due 12 months after
receipt of written demand for payment.  During the year ended August
31, 2009, an additional $26,000 was loaned to the Company by a
shareholder.  The total due to shareholders as of August 31, 2009 is
$64,000.
 
 
 F-7
 
 
 NANOASIA
LTD.
 (AN
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 AUGUST
31, 2009
 
 NOTE
5 – INCOME TAXES
 
 The
provision for Federal income tax consists of the following:
 
 August
      31, 2009
              
              
              August
      31, 2008Refundable
      Federal income tax attributable to:Current
      Operations
              
              $
              12,790
              
              
              $
              17,960Less:
      valuation allowance
              
              
              (12,790
              )
              
              
              (17,960
              )Net
      provision for Federal income taxes
              
              $
              -
              
              
              $
              -
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 August
      31, 2009
              
              
              August
      31, 2008Deferred
      tax asset attributable to:Net
      operating loss carryover
              
              $
              30,750
              
              
              $
              17,960Less:
      valuation allowance
              
              
              (30,750
              )
              
              
              (17,960
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
 
 At August
31, 2009, Nanoasia had an unused net operating loss carryover approximating
$90,500 that is available to offset future taxable income; it expires beginning
in 2028.
 
 NOTE
6 – COMMON STOCK
 
 At
inception, Nanoasia issued 6,000,000 shares of stock to its founding shareholder
for $6,000 cash.
 
 During
the period ended August 31, 2008, Nanoasia issued 3,000,000 shares of stock for
$ 3,000 cash.
 
 There
were no additional shares issued during the year ended August 31,
2009.  There are 9,000,000 shares issued and outstanding as of August
31, 2009
 
 NOTE
7 – COMMITMENTS
 
 Nanoasia
neither owns nor leases any real or personal property, an officer has provided
office services without charge.  Such costs are immaterial to the
financial statements and accordingly are not reflected herein.  The
officers and directors are involved in other business activities and most likely
will become involved in other business activities in the future.
 
 NOTE
8 – SUBSEQUENT EVENTS
 
 The
Company has analyzed its operations subsequent to August 31, 2009 through
December 15, 2009 and has determined that it does not have any other material
subsequent events to disclose in these financial statements.
 
 
 
  F-8