UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2006

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ____________ to ____________

                        Commission File Number: 000-50177


                       NANO SUPERLATTICE TECHNOLOGY, INC.
              (Exact name of small business issuer in its charter)

             Delaware                                             95-4735252
   (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                           Identification No.)

         No. 666, Jhensing Rd.
 Gueishan Township, Taoyuan County 333
              Taiwan, ROC                                            N/A
(Address of principal executive offices)                          (Zip Code)

                  Issuer's Telephone Number: 011-886-3-349-8677

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:

                         $0.0001 par value Common Stock
                                (Title of Class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) under the Exchange Act [ ]

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and will not be contained, to the best of
the  registrant's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

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

Issuer's revenues for its most recent fiscal year: $9,469,590.

The  aggregate  market value of the common stock held by  non-affiliates  of the
registrant as of April 2, 2007 was approximately $3,610,350, based upon the last
trading  price of $0.15 per share as reported  by the Over the Counter  Bulletin
Board on such date.

There were 32,343,000  shares of the Issuer's common stock  outstanding on April
2, 2007.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]

                   DOCUMENTS INCORPORATED BY REFERENCE - NONE
<PAGE>
                             TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item 1.  Description of Business.............................................. 1
Item 2.  Description of Property.............................................. 8
Item 3.  Legal Proceedings.................................................... 9
Item 4.  Submission of Matters to a Vote of Security Holders.................. 9

PART II....................................................................... 9
Item 5.  Market for Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities................ 9
Item 6.  Management's Discussion and Analysis or Plan of Operation............12
Item 7.  Financial Statements.................................................12
Item 8.  Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure............................................12

Item 8A. Controls and Procedures..............................................12

Item 8B. Other Information....................................................13

PART III 15
Item 9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act...................15
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters.....................................16
Item 12. Certain Relationships, Related Transactions and Director
          Independence........................................................16
Item 13. Exhibits.............................................................16
Item 14. Principal Accountant Fees and Services...............................17

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ITEM 1. DESCRIPTION OF BUSINESS.

OVERVIEW

     Nano  Superlattice  Technology,  Inc.  (referred to herein as "Nano" or the
"Company") was  incorporated in the State of Delaware on July 20, 1998 under the
name "Wigwam Development, Inc." On May 19, 2004, the Company changed its name to
"Nano  Superlattice  Technology,  Inc." The  Company,  through its  wholly-owned
subsidiary,  Nano  Superlattice  Technology Inc. (BVI), a British Virgin Islands
company  ("Nano-BVI"),  with  operations  in  Taiwan,  is  in  the  business  of
developing and producing  nano-scale coating technology to be applied to various
mechanical  tools and metal surfaces for sale to  manufacturers in the computer,
mechanical  and  molding  industries  in Taiwan.  Nanotechnology,  or  molecular
manufacturing,  is a technological process used in manufacturing  products to be
lighter, stronger, smarter, cheaper, cleaner and more precise.

     On May 26, 2004,  the Company  acquired  all of the issued and  outstanding
stock of Nano-BVI,  pursuant to a Share Exchange Agreement,  dated as of May 26,
2004, by and among the Company,  Mr. Wen Chao Hsin, Ms. Alice Tzu-Shia Hwang and
Nano-BVI  (the  "Exchange  Agreement").  Pursuant  to  the  Exchange  Agreement,
Nano-BVI  became a wholly-owned  subsidiary of the Company.  In exchange for the
Nano-BVI shares,  the Company issued 2,504,000 shares of its common stock to the
shareholders  of Nano-BVI ,  representing  approximately  91.5% of the Company's
issued and outstanding  shares of common stock.  The following five persons were
appointed to fill vacancies on the Company's Board of Directors:  Alice Tzu-Hsia
Hwang,  Chien Fang Wang, Kevin Chung-Chieh Lin, Yun-Chun Tseng and Tzu-Sheng Su.
Messrs. Yu-Chien Cheng and Tzu-Sheng Su were subsequently appointed to the Board
of Directors.

     Nano   Superlattice   Technology,   Inc.  (Taiwan)   ("Nano-Taiwan"),   the
wholly-owned  subsidiary of Nano-BVI,  was established in Taiwan in January 2002
to perform  nanotechnology  research and development and apply nanotechnology in
actual  production.  Since its formation the Company has successfully  completed
the  construction of its own  manufacturing  plant,  which made  Nano-Taiwan the
first  professional  nano-coating  manufacturer  with  production  capability in
Taiwan.  Generally,  a client  will  supply the Company  with  components  to be
coated. These components are then returned to the clients and placed,  installed
or used in the  client's  products.  The  Company  generates  a  portion  of its
revenues by charging clients a fee for the coating. As the Company develops,  it
intends to expand its services by direct  purchasing  of components to be coated
from suppliers appointed by the client.

     Since  inception  in  2002,  Nano-Taiwan's  business  has  progressed  from
development  to pilot  production to mass  production.  The  Company's  business
strategy is to increase  its market  share by first  focusing on  providing  its
superlattice  nano-coating  technology  service  to  manufacturers  in  domestic
markets,  expanding  into Mainland  China  markets,  and further  expanding into
international  markets.  Since  nanotechnology has a vast application range, the
Company also intends to conduct  further  research into the many additional uses
for  nanotechnology  with the goal of  becoming  an  internationally  recognized
nanotechnology design center.

     In the  future,  the  Company  expects  to expand  the  number  and type of
industries  it is able to service.  The  Company  anticipates  working  with the
developmental   needs  of  Taiwan's   semiconductor,   precision  machinery  and
telecommunication industries to establish micro-component production,  equipment
and inspection technology, and micro-system assembly and testing technology. The
Company also plans to integrate the design technologies of mechanical,  optical,
electronic, magnetic, and micro systems to be applied in future products.

PRINCIPAL SUPPLIERS

     The Company  relies on two main  suppliers of the nickel and aluminum  used
for coating.  Nickel is obtained from Beijing's  Great Wall Ti-Gold  Corporation
for use on the heatsinks coated for Compal Electronics.  Aluminum is supplied by
Germany's  GFE  Corp.,  for use on cell  phone  numeric  key pads and covers for
Silitech  Technology  Corp.  The Company has other  suppliers  from which it can
purchase nickel and aluminum.  Due to the abundant supply of aluminum and nickel
in the marketplace and the limited  quantity of these products that are required
by the Company to use in its coating processes, the Company believes that it has
and will continue to have ready access to aluminum and nickel  necessary for use
in its coating processes.  In addition, the Company has recently purchased small
quantities  of Vanadium  from GFE Metals of Germany as well as both Titanium and
Copper through Hong Kong's Advanced Material Technology Co. Ltd.

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SERVICES AND PRODUCTS

     The Company  develops  and produces  nano-scale  coating  technology  to be
applied to various  products  of its  customers  in Taiwan and  Mainland  China,
primarily for use in industrial drills,  milling cutters, cell phone casings and
buttons and heat sinks for  computers.  The  Company's  unique  core  technology
coating system is the Superlattice ABS (Arc Bond and Sputtering)  system coating
technology. Arc Bond and Sputtering are two types of coating technologies. Using
the  Company's  unique   Superlattice   system,  the  Arc  Bond  and  Sputtering
technologies  are  combined to improve a product's  strength and to decrease the
weaknesses and flaws that may be inherent in the use of just one type of coating
technology.  The Superlattice ABS system technology combines multiple nano-scale
layers of metals, mainly nickel and aluminum,  which are known to have excellent
hardness properties and chemical resistance,  in consecutive films that give the
base  material of the product that is coated a new and improved  structure.  The
application  of the coating on  industrial  products is designed to change their
physical  properties,   thus  improving  an  individual  product's   durability,
resistance, and performance.  The Company's nano-coating technology is also more
environmentally friendly than traditional coating or electroplating processes.

     The software the Company uses for its coating  processes is supplied by and
essentially  incorporated into the Company's  manufacturing  machinery by Hauzer
Techno Coating BV of The Netherlands.  While produced by Hauzer,  this machinery
and its software were designed  exclusively by Dr. Yu-Chien Cheng, a Director of
the Company and its Chief  Supervisor of Technology,  and his team of engineers,
consultants  and physics  experts.  The software and the  machinery  represent a
unique  design  which  encompasses  the  Company's  proprietary  technology  and
knowledge and which meet the Company's  equipment  specifications  and technical
production standards. These machines are capable of creating and sustaining high
temperatures,  handling large volumes of metals and creating a vacuum  necessary
for  nano-coating  processes.  The Company  believes  that the  software and the
machinery are the only of their kind in existence.  The Company has an exclusive
agreement  with Hauzer which  prohibits  Hauzer from  utilizing  the software or
reproducing a similar piece of machinery until February 2005,  which date can be
extended to December 31, 2007 upon the Company  purchasing  another machine from
Hauzer.  The term of this agreement  expires December 31, 2007. The construction
of the  machinery  used by the  Company  represents  technical  innovations  and
designs which it believes  have never before been  produced by the  nano-coating
industry.

     Through  the  use  of  computer   controls,   the  Company's   superlattice
nano-coating  technology  enables it to  increase  the value of the  products it
processes.   The  coating   technology   can  be  broadly   applied  to  improve
wear-resistance  and the friction  coefficient of cutting tools and molds, while
laying  down  a  foundation  for  high-speed  processing  techniques,  which  is
difficult to achieve  using  conventional  coating and  chemical  electroplating
technology.  The  Superlattice ABS system is targeted towards the manufacture of
hi-tech  components  in  the  aviation,  electronics,   defense,  and  precision
electrical  engineering  industries.   The  coating  technology  researched  and
developed by the Company is durable and thin, has good heat and shock-resistance
performance and is dent and  abrasion-proof.  The technology can allow a cutting
edge to maintain high cutting strength while avoiding dust accumulation, and can
be used to process steel products,  high-temperature  alloys,  stainless steels,
hard processing materials, aluminum, stone mill, and alloy steel. Molds or tools
which have been coated are at least three (3) times  stronger  than the original
base  materials in terms of their  hardness,  wear-resistance,  peel-resistance,
heat-resistance,   corrosion-resistance,  and  heat  transfer  efficiency.  When
compared to  non-coated  tungsten  carbide,  the  Company's  coating  technology
increases the efficiency of coated  tungsten  carbide by 15% and does not damage
the cutting tools. The Company's thin film coating  technology can be applied to
cutting  tools,  molds,  heat  sinks,   electronic   components  (e.g.,  passive
components   like   resistors,    capacitors,    inductors,    etc.),   sensors,
optoelectronics, and optics.

     The Company believes its self-developed  Superlattice ABS system technology
improves  flaws in  complicated  geometric  structures  of base  materials.  The
Company  believes that its handling method has already become  practical for the
cutting of tools and molds. The Company's system enables coating applications at
the relatively low temperature of 500(0)C and below,  which avoids affecting the
precision or size of the tools or moldS being coated, which can become misshapen
at high  temperatures.  The  Company  has adopted  advanced  technology  for its
anti-friction,  anti-oxidation,  and super strength techniques. When utilized on
cutting tools such as grinder blades, drills, milling cutters, screw taps, hobs,
sharper cutters, and saw cutters, the tools' lifespan are prolonged by three (3)
to ten (10)  times.  The  melting  phenomenon  of a  nano-coated  knife-edge  is
substantially reduced and the cutting surface is smoother.  The consumption rate
of the cutting tools and machine down time drop, which reduces production costs.

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<PAGE>
     The  Company  has  successfully   researched,   developed  and  tested  the
TiAlYCrN/CrN/c-m thin film processing technology and super-hard thin films using
metallic  materials such as TiZrN, CrN and TiAlN. The Company has also developed
the TiAlVN  multiple  layer thin film,  which has the  hardness of a diamond and
which, the Company believes, is one of the more advanced coating films currently
on the  market.  The low  temperature  of vacuum  sputtering  technology  allows
metallic coating (copper,  silver, nickel,  aluminum, or chromium) to be applied
to the surface of base materials such as plastics and acrylics.

     The  Company's  technology  provides  stronger  adhesion  and better  meets
physical requirements of its customers.  For drill bits, the Company's customers
require  coatings  which enhance  hardness,  heat and abrasion  resistance.  For
heatsinks,  the Company's  customer  desires that only one portion of the object
(the  wetting  layer) be coated with the  substrate,  which is  impossible  with
traditional  coating  methods such as electric  plating.  For  products  such as
mobile phone cases and key pads, the Company's  customers require coatings which
make  the  product  smoother,   sleeker,  scratch  resistant  and  aesthetically
pleasing.

     According  to the  Ministry of  Economic  Affairs'  Science and  Technology
Association of Taiwan,  Taiwan's printed circuit boards'  production  volume and
drill usage are ranked as among the highest in the world. The lifespan of a 0.25
mm (bore  diameter)  printed  circuit board  machine drill  commonly used in the
Taiwanese  market can be prolonged by more than five (5) to ten (10) times after
processing by the Company.  In addition,  the  electronics  industry is trending
toward "lighter,  thinner,  shorter, and smaller", and therefore printed circuit
boards are moving  towards higher  densities in wiring and holes.  The Company's
superlattice  nano-coating processes aids this trend by strengthening drill bits
so that they can punch  smaller  holes into  circuit  boards and can be used for
longer  periods  of time,  thus  reducing  costs and  enhancing  product  value.
Strengthening and adding to the lifespan of drill bits with continually  smaller
diameters  permits computer and electronics  manufacturers to make products with
more components, memory and functions.

     The Company's  super-hard alloy coating materials were especially developed
for  printed  circuit  board  drills  in  response  to market  requirements  for
diversified,  multi-layer  and high density base  materials for printed  circuit
boards.  Compared to other thin film techniques,  the ABS system is effective in
reducing friction and distortion, increasing anti-oxidation,  high-speed cutting
suitability  and  hardness.  This not only  increases the lifespan of customers'
(printed circuit board  manufacturers)  drills, but also reduces the replacement
frequency of drill heads and lowering costs. In addition,  the Company  believes
that Taiwan's annual cell phone  production has and will continue to represent a
significant  market for the Company.  The design and  selection of materials for
cell  phone  casing  and  buttons  have now  become as  important  as cell phone
functions.  The  Company's  low  temperature  vacuum  sputtering  technology  is
designed especially for polymer materials and consumptive  application materials
like cell phones.  The Company's  believes its products make its customers  more
competitive,  and in return the Company's  customers  create a potential for its
future market development.  The Company's goal is to create products with strong
technical  features  and  output,  and  create  stockholder  profits  and client
competitiveness through effective cost management and control.

     The Company  believes the market for its products is strong and is expected
to grow.  It is  estimated  by the  Ministry  of Economic  Affairs'  Science and
Technology  Association  of Taiwan  that the drill  market in  Taiwan's  printed
circuit board  industry was over NT$1 billion in 2003.  According to predictions
made by the Industrial Technology Research Institute of Taiwan, the output value
of the micrometer/nanometer-molds' material and application markets by 2008 will
be approximately NT$5 billion and approximately NT$25 billion respectively;  the
output value for nano-structure  surface processing technology for molds will be
approximately NT$500 million and approximately NT$2 billion,  respectively;  and
the output values for nano-precision processing technology will be approximately
NT$10 billion and approximately NT$30 billion, respectively.

     The  government  of China has awarded  the Company a special  five year tax
free  status.  This has been  awarded to the Company due to its  involvement  in
nanotechnology  related  fields,  which is one of the  Republic of China's  "Ten
National Projects".

PATENTS, TRADEMARKS,  LICENSES, FRANCHISES,  CONCESSIONS,  ROYALTY AGREEMENTS OR
LABOR CONTRACTS

     In the hard-coating field, Dr. Cheng was awarded a ten year patent on anode
arc ion  plating  technology  on October 25,  2002 in the  People's  Republic of
China.  Dr.  Cheng has entered  into an  agreement  with the Company  whereby he

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granted the Company  exclusive use of the  technology  under this patent without
condition  in exchange  for  receiving  equity in the  Company.  This  agreement
expires on December 31, 2009.  There is a pending patent  application in Taiwan.
The  patent  is used by the  Company  as part of its  superlattice  nano-coating
technology.

SALES AND MARKETING

     The  Company has a developed a  multi-phase  sales and  marketing  strategy
which  initially  focuses on  developing  and  consolidating  domestic  markets,
advancing  more  significantly  into Mainland  China markets and expanding  into
international   markets  by   incorporating   global  planning  and  management.
Specifically,  the Company's sales and marketing plan includes  targeting as its
customers  printed  circuit  board  manufacturers  and  large  scale  outsourced
processing  factories.  The Company's strategic  objectives for the remainder of
2004  through  2006 will be to  consolidate  domestic  markets and  subsequently
develop the  Mainland  China  market.  The Company  believes  that the  advanced
economy and  concentrated  electronics and computer markets in Taiwan present it
with a significant business opportunity in various product areas.

     The Company  has a Sales  Department  that is  responsible  for  developing
customers and generating orders,  arranging production,  liaising with customers
and  reviewing  contracts.  The  Company has  adopted a  "One-on-One  Marketing"
strategy to market its technologies.  In "One-on-One Marketing," the Company has
and continues to establish a concise statistical and business profile of each of
its  customers   whereby  it  records  each   customer's   products,   business,
requirements  and history.  The Company  believes that this approach enables its
sales  executives to respond more quickly to each  customer's  requirements  and
enables the Company to better provide products and services to its customers. As
part of its  "One-on-One  Marketing"  strategy,  the  Company  employs a special
system  called  Client  Relationship  Management,  or CRM.  The CRM system is an
integrated  system for marketing,  sales and service that enables the Company to
record  information  regarding  its  clients'  practices  and  behaviors  and to
proactively seek business  opportunities  based on related sales knowledge.  The
goal of the CRM system is to create an environment  which  facilitates  business
operations and optimizes profitability by customizing products for the Company's
clients in a timely and efficient manner.

     The Company currently has 11 customers that have engaged Nano to coat drill
bits of various sizes, from 0.01 cm to 2.3cm in width. The Company believes that
in the .01 to .04cm range it is the only  company in Taiwan,  and perhaps one of
very few in the world,  with such  production  ability.  The orders  relating to
these customers are all trial orders of small quantities  and/or are for testing
procedures in preparation to procure larger, sustained business.

COMPETITION

     The  Company's  primary  competition  comes from the  traditional  electric
plating industry.  Electroplating is the process of producing a coating, usually
metallic,  on a surface by the action of electric  current.  The deposition of a
metallic  coating onto an object is achieved by putting a negative charge on the
object to be coated and  immersing it into a solution  which  contains a salt of
the metal to be deposited.  The Company also competes with other  companies that
use PVD nano-coating processes,  such as American Standard in the United States,
Balzers in Lichenstein, Bodycote in England and Ion Bond Inc. in Germany.

     The  Company  believes  that  it  has  a  competitive  advantage  over  its
competitors. Due to the imperfect and inefficient nature of traditional electric
plating as well as the high quality and diverse  applications  and attributes of
nano-coatings,  the Company  believes that its business plan offers a compelling
alternative to electric plating.  In addition,  the electroplating  process uses
liquids and  chemicals  which are  difficult to control and which have waste and
contamination  issues. The Company also believes that the general  developmental
direction of its business is  significantly  different  from other  nano-coating
companies  in its  marketing  efforts,  product  focus,  production  process and
substrate  materials  employed.  Other  nano-coating  companies  have  generally
focused on the decorative coatings and not computer-related,  high-tech products
on which  the  Company  is  focusing.  The  Company  believes  that the level of
complexity of its nano-coatings  and its production  processes are more advanced
that that of its competitors.

     Businesses engaged in nano-coatings and similar technologies evolve rapidly
and there is  intense  competition.  Companies  of all sizes are  engaged in the
development and  commercialization  of technologies similar to ours. Many of our
competitors have  substantially  greater  financial and other resources,  larger

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research and development  staffs and more experience in the regulatory  approval
process.  Moreover,  potential  competitors  have or may have  patents  or other
rights that conflict with patents covering our technologies.

EMPLOYEES

     As of March 29, 2007,  The Company had a total of 20  full-time  employees,
working  in the areas of  Administration,  Sales,  Finance,  Technical,  Quality
Assurance and  Manufacturing.  None of the Company's  employees are members of a
union or labor organization.

RESEARCH AND DEVELOPMENT

     The  Company has spent the last year  researching  and  developing  special
holders that can operate in conjunction with its specially designed machinery to
facilitate the coating of certain products that need to be positioned  precisely
inside the plasma chamber during the coating  process.  The Company has incurred
approximately  $62,863 in the fiscal year ended December 31, 2006, $1,412 in the
fiscal year ended December 31, 2005, and approximately  $300,000 and $350,000 in
fiscals year 2003 and 2004,  respectively,  on research and  development  costs,
including consulting fees, personnel and equipment.

RISK FACTORS

     IN ADDITION TO THE OTHER  INFORMATION IN THIS ANNUAL REPORT,  THE FOLLOWING
FACTORS SHOULD BE CONSIDERED  CAREFULLY IN EVALUATING THE COMPANY'S BUSINESS AND
PROSPECTS.  THE FOLLOWING  MATTERS,  AMONG OTHERS,  MAY HAVE A MATERIAL  ADVERSE
EFFECT ON THE BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS,  FINANCIAL OR OTHERWISE, OF THE COMPANY. REFERENCE TO THIS CAUTIONARY
STATEMENT IN THE CONTEXT OF A  FORWARD-LOOKING  STATEMENT OR STATEMENTS SHALL BE
DEEMED TO BE A STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT
OR STATEMENTS.

RISKS RELATED TO OUR BUSINESS

WE ARE SUBJECT TO RISKS INHERENT FOR RECENTLY ESTABLISHED  BUSINESSES BASED ON A
NEW TECHNOLOGY.

     We face risks such as:

     *    lack  of  diversity  in our  business,  which  creates  a  substantial
          reliance on the success of our only technology,  nano-coatings,  which
          has not yet gained widespread acceptance in the marketplace;

     *    our  inability  to improve on and  enhance our  existing  nano-coating
          technology;

     *    our customers using in-house coating facilities instead of outsourcing
          these processes to us;

     *    rapid increases in competition from other companies, some of which may
          have  considerable  greater  financial and other resources than we do;
          and

     *    other  technologies,  such as laser boring technology,  which may make
          our technology less desirable to existing or potential customers.

THE  DEVELOPMENT AND MAINTENANCE OF OUR MACHINERY IS EXPENSIVE AND WE MAY NOT BE
ABLE TO PROVIDE OUR PRODUCTS IN A TIMELY FASHION.

     Our   nano-coating   processes  are  expensive  and  require  us  to  incur
significant  costs.  We were  required to develop  the  software  and  machinery
necessary for the nano-coating processes.  This machinery is complex and we face
risks in running our production facilities, including:

     *    hiring and maintaining  qualified,  full-time employees to operate our
          machinery;

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     *    further  developing  our software  and  machinery to adapt to changing
          market conditions;

     *    decreasing  production  times to better service our customers'  needs;
          and

     *    obtaining a continuous  supply of high quality  electrical  power, and
          maintaining the proper cooling and temperature  control,  necessary to
          operate our machinery.

If we are not  successful  in meeting  these  challenges,  we may not be able to
supply our customers with products in a timely fashion and our business could be
materially adversely affected.

OUR FUTURE  SUCCESS MAY DEPEND  HEAVILY UPON THE  SUCCESSFUL  DEVELOPMENT OF OUR
AUTOMATED ROBOT DRILL BIT INSERTION MACHINE.

     It takes human  beings many hours to  physically  place  50,000 small drill
bits in a series  of  miniature  holders  in  preparation  to be  coated  with a
combination  of elemental  coatings.  This machinery will undertake this process
automatically and efficiently.  Therefore,  we expect to depend heavily upon our
automated  robot drill bit  installation  machinery in the future in  connection
with  successfully  increasing  our  productivity.  Our failure to  successfully
develop this equipment  could have a negative impact on the speed and efficiency
of production and cause us to be unable to keep up with potential orders.

WE HAVE A LIMITED OPERATING HISTORY.

     We have a limited operating history upon which potential investors may base
an  evaluation  of our  prospects  and  there can be no  assurance  that we will
achieve our objectives.  Our prospects must be considered in light of the risks,
expenses and  difficulties  frequently  encountered  by companies in their early
stages of development,  particularly companies in a rapidly evolving market such
as nanotechnology and particularly nano-coating technology.  Such risks include,
but are not limited to:

     *    our ability to obtain and retain  customers  and attract a significant
          number of new customers;

     *    our ability to implement our growth strategy, especially our sales and
          marketing efforts;

     *    risks associated with financings and liquidity requirements; and

     *    rapidly changing customer requirements.

THE INABILITY TO OBTAIN PATENT AND COPYRIGHT  PROTECTION  FOR OUR  TECHNOLOGY OR
MISAPPROPRIATION  OF  OUR  INTELLECTUAL  PROPERTY  COULD  ADVERSELY  AFFECT  OUR
COMPETITIVE POSITION.

     Our success depends on our software and internally developed  technologies,
know-how, and related intellectual properties. Management regards the technology
as proprietary and will attempt to protect it by seeking patents,  copyrights or
trademarks,   and  by  invoking  trade  secret  laws  and   confidentiality  and
nondisclosure  agreements.  Despite these precautions,  it may be possible for a
third party to obtain and use our services or technology without authorization.

     We may need to resort to  litigation in the future to enforce or to protect
our intellectual  property rights. In addition,  our technologies and patent may
be claimed to conflict  with or infringe  upon the  patent,  trademark  or other
proprietary rights of third parties.  If this occurred,  we would have to defend
ourselves  against such challenges,  which could result in substantial costs and
the  diversion  of  resources.  Any of these events  could  materially  harm our
business.

WE MAY HAVE  FUTURE  CAPITAL  NEEDS FOR WHICH WE WILL NEED TO ACCESS  ADDITIONAL
FINANCING.

     We currently  anticipate that our available funds and resources,  including
sales,  will be sufficient to meet our anticipated needs for working capital and
capital  expenditures  for  the  next  twelve  months.  We will  need  to  raise
additional  funds in the future in order to fund more  research and  development
and more rapid expansion and to develop new or enhanced products.  If additional
funds are raised through the issuance of equity or convertible  debt securities,
our current  stockholders  may experience  dilution and any such  securities may

                                       6
<PAGE>
have  rights,  preferences  or  privileges  senior to those of the rights of our
common  stock.  There can be no  assurance  that  additional  financing  will be
available  on terms  favorable  to us,  or at all.  If  adequate  funds  are not
available or not available on acceptable  terms,  we may not be able to fund our
expansion,  promote our brand name as we desire, take advantage of unanticipated
acquisition opportunities, develop or enhance products or respond to competitive
pressures.  Any such  inability  could  have a  material  adverse  effect on our
business, results of operations and financial condition.

WE MAY NOT BE ABLE TO RETAIN OUR KEY MANAGEMENT.

     As a small  company  with a limited  number  of  personnel,  we are  highly
dependent  on the  services of Ms.  Alice  Tzu-Shia  Hwang,  our  President  and
Chairman of the Board, Dr. Yu-Chien Cheng,  Chief Supervisor of Technology and a
member of our Board of Directors,  as well as the other principal members of our
management and  scientific  staff.  The loss of one or more of such  individuals
could  substantially  impair  ongoing  research and  development  programs.  Our
success  depends in large part upon our  ability  to attract  and retain  highly
qualified personnel.  We compete in our hiring efforts with other nanotechnology
and high tech  companies  and we may have to pay higher  salaries to attract and
retain personnel.

WE MAY NOT BE ABLE TO EXPLOIT THE PATENT HELD BY DR. CHENG.

     We  exploit  the  patent  held by Dr.  Cheng  as  part of our  nano-coating
technology  and  processes.  Even though we and Dr.  Cheng have  entered  into a
formal  agreement  regarding our  exploitation of this patent,  which expires in
December 31, 2009, if this  agreement  expires and we are unable to renew it, or
if Dr. Cheng restricts or otherwise prohibits the use of the patent held by him,
our business could be materially adversely affected.

OUR STOCK PRICE IS HIGHLY VOLATILE.

     Our stock price has fluctuated  dramatically.  There is a significant  risk
that the  market  price of our  common  stock  will  decrease  in the  future in
response to any of the following factors, some of which are beyond our control:

     *    variations in our quarterly operating results;

     *    general economic slowdowns;

     *    changes in market valuations of similar companies;

     *    sales of large blocks of our common stock;

     *    announcements  by us or  our  competitors  of  significant  contracts,
          acquisitions,   strategic  partnerships,  joint  ventures  or  capital
          commitments; and

     *    fluctuations   in  stock  market   prices  and   volumes,   which  are
          particularly    common   among   highly    volatile    securities   of
          internationally-based companies.

RISKS ASSOCIATED WITH DOING BUSINESS IN ASIA

     There are  substantial  risks  associated  with our Asian  operations.  The
establishment  and expansion of international  operations  requires  significant
management  attention and resources.  All of our current and anticipated  future
revenues  are or  are  expected  to be  derived  from  Asia.  Our  international
operations are subject to additional risks,  including the following,  which, if
not  planned  and  managed  properly,  could  materially  adversely  affect  our
business, financial condition and operating results, language barriers and other
difficulties in staffing and managing foreign operations:

     *    legal  uncertainties or  unanticipated  changes  regarding  regulatory
          requirements,  liability, export and import restrictions,  tariffs and
          other trade barriers;

     *    longer customer payment cycles and greater  difficulties in collecting
          accounts receivable;

     *    uncertainties  of laws and  enforcement  relating to the protection of
          intellectual property;

     *    seasonal reductions in business activity; and

                                       7
<PAGE>
     *    potentially uncertain or adverse tax consequences.

CERTAIN POLITICAL AND ECONOMIC  CONSIDERATIONS  RELATING TO ASIA COULD ADVERSELY
AFFECT OUR BUSINESS.

     In addition,  changes in the political and overall  economic  conditions of
the Asian  region,  which are outside the  control of  management,  could have a
material  adverse  effect  on our  business,  operating  results  and  financial
condition.  We have historically  conducted  transactions with customers outside
the United States in United States  dollars.  Payroll and other costs of foreign
operations  are payable in foreign  currencies,  primarily Hong Kong dollars and
Chinese  Renminbi.  To the  extent  future  revenue  is  denominated  in foreign
currencies,  we would be subject to increased risks relating to foreign currency
exchange  rate  fluctuations  that could have a material  adverse  affect on our
business,  financial  condition  and  operating  results.  To date,  we have not
engaged  in any  hedging  transactions  in  connection  with  our  international
operations.

     Our business could be adversely  affected by political and economic changes
in  China.  Our  operations  and  assets  in China are  subject  to  significant
political and economic uncertainties.  Changes in laws and regulations, or their
interpretation,  or the imposition of  confiscatory  taxation,  restrictions  on
currency conversion,  imports and sources of supply, devaluations of currency or
the  nationalization or other  expropriation of private enterprises could have a
material  adverse  effect on our business,  results of operations  and financial
condition.  Under  its  current  leadership,  the  Chinese  government  has been
pursuing  economic reform policies that encourage  private economic activity and
greater  economic  decentralization.  There is no assurance,  however,  that the
Chinese  government will continue to pursue these policies,  or that it will not
significantly alter these policies from time to time without notice.

LACK OF REMEDIES AND IMPARTIALITY UNDER CHINESE LEGAL SYSTEM.

     Unlike the  United  States,  China has a civil law system  based on written
statutes in which judicial  decisions have little  precedence value. The Chinese
government  has enacted some laws and  regulations  dealing with matters such as
corporate organization and governance,  foreign investment,  commerce,  taxation
and trade. However, their experience in implementing, interpreting and enforcing
these laws and  regulations  is limited,  and our ability to enforce  commercial
claims or to resolve commercial disputes is unpredictable.  These matters may be
subject to the exercise of  considerable  discretion  by agencies of the Chinese
government,  and forces unrelated to the legal merits of a particular  matter or
dispute may influence their determination.

FOREIGN CORRUPT PRACTICES ACT.

     The Company is subject to the United States Foreign Corrupt  Practices Act,
which generally  prohibits  United States  companies from engaging in bribery or
other prohibited  payments to foreign  officials for the purpose of obtaining or
retaining business. Foreign companies,  including some that may compete with us,
are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs,
theft and other fraudulent  practices occur from  time-to-time in China. We have
attempted to implement  safeguards to prevent  losses from such practices and to
discourage  such  practices by our employees and agents.  There is no assurance,
however,  that we will not suffer  such  losses or that our  employees  or other
agents will not engage in such conduct for which we might be held responsible.

ITEM 2. DESCRIPTION OF PROPERTY.

     The  Company  does not own any real  property.  The Company has one primary
business   location   that  it  leases   and  in  which  it   maintains   office
administration,  sales and  production  facilities.  The location of its primary
business  and  manufacturing  operations  is No. 666,  Jhensing  Road,  Gueishan
Hsiang,  Taoyuan Hsien,  Taiwan. The term of this lease is from April 1, 2006 to
March 31, 2008, and the Company pays a monthly rent of  approximately  US$4,197.
The total  number of square  meters of this  facility  is 1,487.

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<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     Currently we are not a party to any legal proceedings,  nor are we aware of
any pending or threatened actions against us. Additionally, we will require that
each of our  client's  indemnify  us before we perform  any  on-site  consulting
services or assist with the opening of any new locations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders during the fiscal
quarter ended December 31,
2006.

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASE OF EQUITY SECURITIES.

     On June 17, 2004, the Company's  common stock  qualified for listing on The
Over-the-Counter  Bulletin Board. The Company's common stock is currently listed
under the symbol  "NSLT." Prior to that time, the Company was quoted on the Pink
Sheets  L.L.C.  During that time,  no public  market  existed for the  Company's
common  stock or any other  securities  of the Company and  therefore no pricing
information  for our prior two fiscal years is available.  The  following  table
sets forth the range of high and low bid prices  reported by Nasdaq for the time
period  from  January  1,  2005  to  March  29,  2007.  The  quotations  reflect
inter-dealer prices,  without retail mark-up,  mark-down or commission,  and may
not represent actual transactions.

                                                   High          Low
                                                   ----          ---
     FISCAL 2007
     Through March 29, 2007                        $0.20        $0.16

     FISCAL 2006
     Quarter ended March 31, 2006                  $4.25        $1.90
     Quarter ended June 30, 2006                    3.08         0.42
     Quarter ended September 30, 2006               0.48         0.12
     Quarter ended December 31, 2006                1.39         0.15

     FISCAL 2005
     Quarter Ended March 31, 2005                  $5.00        $2.75
     Quarter Ended June 30, 2005                    3.00         2.40
     Quarter Ended September 30, 2005               5.20         2.05
     Quarter Ended December 31, 2005                2.45         2.00

     As of March 29, 2007, there were approximately  1,468 record holders of our
common stock.  We have not paid any cash  dividends on our common stock,  and it
currently  intends to retain any future  earnings  to fund the  development  and
growth of our business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING STATEMENTS

     This annual report contains  forward-looking  statements within the meaning
of the federal securities laws. These include statements about our expectations,
beliefs,  intentions or strategies for the future, which we indicate by words or
phrases such as "anticipate,"  "expect," "intend," "plan," "will," "we believe,"
"the  Company  believes,"   "management  believes"  and  similar  language.  The
forward-looking statements are based on our current expectations and are subject
to certain risks,  uncertainties  and assumptions,  including those set forth in
the discussion  under  "Description  of Business,"  including the "Risk Factors"
described in that section, and "Management's  Discussion and Analysis or Plan of
Operation." Our actual results may differ materially from results anticipated in

                                       9
<PAGE>
these  forward-looking  statements.  We base our  forward-looking  statements on
information  currently  available to us, and we assume no  obligation  to update
them.

     Although  our  primary  business  focus  is the  superlattice  nano-coating
industry, in order to facilitate,  maintain and make viable our business plan we
have engaged in a number of sales  activities  in the role of a trading  company
involving a variety of wire and cable products as well as related  manufacturing
machinery.  We conducted these business  activities to fund the  continuation of
our  development  process and further the research and  development  of our core
nano-coating  technology  as well as to better  achieve  our  Company's  overall
business  objectives.  In the year period ended  December 31, 2006,  the sale of
individual wires and cables as well as sets of mechanical  equipment used in the
manufacture of electric cables generated more than 90% of our total revenue,  as
compared to 96% of our total revenue in the year ended December 31, 2005.  While
these  business  activities  have been  successful  and  profitable  they do not
represent  our long term focus or the  regular  and  continued  practice  in the
future of our company and we do not anticipate generating material revenues from
these activities during fiscal year 2006.

FACTORS THAT COULD AFFECT FUTURE RESULTS

     Factors that might cause actual  results,  performance or  achievements  to
differ  materially  from those  projected  or  implied  in such  forward-looking
statements include,  among other things:

     *    the impact of competitive products;

     *    changes in laws and regulations;

     *    adequacy and availability of insurance coverage;

     *    limitations on future financing;

     *    increases  in the cost of  borrowings  and  unavailability  of debt or
          equity capital;

     *    the inability of the Company to gain and/or hold market share;

     *    exposure to and expense of resolving  and defending  liability  claims
          and other litigation;

     *    consumer acceptance of the Company's products;

     *    managing and maintaining growth;

     *    customer demands;

     *    market and industry conditions,

     *    the success of product development and new product  introductions into
          the marketplace;

     *    the departure of key members of management, and

     *    the effect of the United  States  War on  Terrorism,  as well as other
          risks and  uncertainties  that are described  from time to time in the
          Company's filings with the Securities and Exchange Commission.

CRITICAL ACCOUNTING POLICIES

     Our  discussion  and  analysis  or plan of  operation  is  based  upon  our
consolidated  financial statements,  which have been prepared in accordance with
accounting  principles  generally accepted in the United States. The preparation
of these financial  statements  requires us to make estimates and judgments that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent assets and liabilities.  On an on-going basis,
we evaluate our estimates,  including  those related to bad debts,  inventories,
intangible  assets,  income taxes and  contingencies.  We base our  estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

                                       10
<PAGE>
     Management  believes the following critical accounting policies reflect its
more  significant  estimates  and  assumptions  used in the  preparation  of its
consolidated financial statements.

     Business  Combinations  - SFAS 141 requires that all business  combinations
initiated or completed  after June 30, 2001 be accounted  for using the purchase
method of accounting.  The statement provides for recognition and measurement of
intangible  assets  separate from goodwill.  Income and expenses of the acquired
entity are included in the financial statements of the Company as of the date of
acquisition.

     Accounting for the  Impairment or Disposal of Long-Lived  Assets - SFAS 144
provides guidance for determining whether long-lived assets should be tested for
impairment, the accounting for any such impairment and the specific criteria for
classifying assets to be disposed of as held for sale.

     Principles of Consolidation - The consolidated financial statements include
the  accounts  of Nano  Superlattice  Technology,  Inc,  and it's  wholly  owned
subsidiary  Nano  Superlattice  Technology,  Inc.  (BVI) and its majority  owned
subsidiary, Nano Superlattice Technology,  Inc. (Taiwan),  collectively referred
to within as the Company. All material intercompany  accounts,  transactions and
profits have been eliminated in consolidation.

RESULTS OF OPERATIONS

AUDITED YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE AUDITED YEAR ENDED DECEMBER
31, 2005

     SALES.  Net sales for the year  ended  December  31,  2006 were  $9,469,590
compared to  $9,141,782  for the year ended  December 31,  2005,  an increase of
$327,808 or 3.58%.  The  increase in net sales was due to a general  increase in
business to customers  and new  customers  and, as a result of new  nano-coating
products  being in the early stages of selling,  sales volume was  generally low
for the year ended December 31, 2006.

     COST OF  SALES.  Cost of sales for the year  ended  December  31,  2006 was
$8,348,774 or 88.16% of sales, as compared to $8,318,465 or 90.99% of sales, for
the year ended  December 31,  2005.  The increase in cost of sales was due to an
increase in sales.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
were  $752,389,  or 7.95% of sales,  for the year ended  December 31,  2006,  as
compared to  $1,613,813  or 17.65% for the year ended  December  31,  2005.  The
decrease  in general  and  administrative  expenses  was due to the  decrease in
rental and traveling expenses.

     INCOME (LOSS) FROM  OPERATIONS.  Income (loss) from operations for the year
ended  December  31,  2006  was  $368,428,  compared  to a  income  (loss)  from
operations for the year ended  December 31, 2005 of $(790,496).  This change was
the result of reasons primarily described above.

     OTHER (INCOME)  EXPENSE.  Total other (income) expense was $550,489 for the
year ended  December 31, 2006 as compared to $34,415 for the year ended December
31, 2005.  The increase in other expense was due to the  impairment  loss during
the year ended December 31, 2006.

     NET INCOME  (LOSS).  Net income (loss) for the year ended December 31, 2006
was $(193,280)  compared to net income of $(864,147) for the year ended December
31, 2005. The increase in net loss was due to reasons primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  were  $207,920 at December  31,  2006.  Working
capital at December 31, 2006 was $(1,377,102). We will need to obtain additional
financing.  We can make no assurances that we will be able to obtain  additional
financing,  or that if we do  obtain  such  financing,  that  the  terms of such
financing will be commercially  reasonable.  If we obtain additional  financing,
the terms of such  financing  may  require us to sell our equity  securities  or

                                       11
<PAGE>
enter into  convertible  debt  arrangements.  The sale of  additional  equity or
convertible debt could result in additional  dilution to our  stockholders.  The
outcome of these uncertainties cannot be assured.

     During the fiscal  year ended  December  31,  2006,  net cash  provided  by
operations was $475,042.  Cash provided by financing activities was $677,766 for
the  fiscal  year  ended  December  31,  2006.  The net  change in cash and cash
equivalents was $(1,066,922) for the fiscal year ended December 31, 2006.

CAPITAL EXPENDITURES

     Total capital  expenditures  during the fiscal year ended December 31, 2006
was $3,306,359 for purchase of fixed assets.

OFF-BALANCE SHEET ARRANGEMENTS

     The  Company  has  never  entered  into  any  off-balance  sheet  financing
arrangements and has never established any special purpose entities. The Company
has not guaranteed any debt or commitments of other entities or entered into any
options on non-financial assets.

ITEM 7. FINANCIAL STATEMENTS.

     Our Financial  Statements  together with the independent  auditor's  report
thereon are included on pages F-1 through F-20 hereof.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

     On February  6, 2005,  the  Company  filed a Current  Report on Form 8-K to
report the resignation of Lichter, Yu & Associates as its independent registered
public  accounting firm,  effective  January 31, 2006. On February 15, 2006, the
Company filed a Current  Report on Form 8-K to report the  engagement of Simon &
Edward,  LLP  as the  Company's  new  principal  independent  registered  public
accountants  for our financial  statements for the year ended December 31, 2005.
The Company's  board of directors  authorized  the engagement of Simon & Edward,
LLP.  During the  Company's  two most  recent  fiscal  years and any  subsequent
interim  period up to two years from the date of  resignation  of Lichter,  Yu &
Associates,  there were no  disagreement  between the Company and Lichter,  Yu &
Associates,  on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure,  which, if not resolved to
Lichter,  Yu &  Associates  satisfaction,  caused  it to make  reference  to the
subject matter of the disagreement(s) in connection with its report.

ITEM 8A. CONTROLS AND PROCEDURES.

     Under  the  supervision  and  with  the   participation  of  the  Company's
management,  including  our chief  executive  officer  and the  chief  financial
officer,  the Company conducted an evaluation of the effectiveness of the design
and operation of its  disclosure  controls and  procedures,  as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period  covered by this report  (the  "Evaluation  Date").  Based on this
evaluation,  the Company's chief executive  officer and chief financial  officer
concluded as of the Evaluation Date that the Company's  disclosure  controls and
procedures were effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     No  change in the  Company's  internal  control  over  financial  reporting
occurred  during  the  quarter  ended  December  31,  2006  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

ITEM 8B. OTHER INFORMATION

     Not applicable.

                                       12
<PAGE>
                                    PART II

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Set forth below are the names of the directors,  executive officers and key
employees of the Company as of March 29, 2007:

Name                       Age                      Title
----                       ---                      -----
Alice Tzu-Shia Hwang       52   President and Chairman of the Board of Directors
Yu-Chien Cheng             56   Director and Chief Supervisor of Technology
Chien-Fang Wang            54   Director and Vice President
Kevin Chung-Chieh Lin (1)  46   Director
Yun-Chun Tseng (1)         45   Director
Tzu-Sheng Su (1)           45   Director

----------
(1) Members of the Audit Committee.

     Executive  officers of the Company are  appointed at the  discretion of the
Board of Directors with no fixed term. There are no family relationships between
or among any of the executive officers or directors of the Company.

     The  following is a brief  description  of each  director's  and  executive
officer's business experience:

     ALICE  TZU-SHIA  HWANG,  has been  President  and  Chairman of the Board of
Directors of the Company since January 2002.  Ms. Hwang is the primary  business
director and head of all marketing and sales projects with the Company.  She has
implemented  numerous business projects  throughout her many years in management
and  sales  for such  Taiwanese  publicly  held  companies  as  Taiwan  Liantian
Industry,  Ltd., a PVC plastics  supplier for the wire and cable industry,  from
1996 to 2001, and Yi Tai Wire & Cable Ltd., a producer of computer  cabling from
1987 to 1996. From 1981 to 1987, Ms. Hwang was production  manager for the cable
and wire  manufacturer Wan Xia Wire & Cable, Ltd. From 1978 to 1981, she was the
Chief of Research &  Development  for wire and cable  materials  and Director of
Quality  Management at Hong Tai Mechanical,  Ltd., an electronics  manufacturing
company.  Ms. Hwang has a degree in Chemical  Engineering  from Nanheng Industry
College and a degree in Water Process Engineering from the National Taiwan Ocean
University.

     YU-CHIEN CHENG,  has been a Director of the Company and Chief Supervisor of
Technology since November 2002. Dr. Cheng's  responsibilities include overseeing
both the production process and research and development. Dr. Cheng has had many
years of experience in research and helped in founding Nano Taiwan.  From August
1989 to  1997,  Dr.  Cheng  served  as the  Chief  Supervisor  of  Research  and
Development for Olof Hassen  Technology  Inc., a metal materials  company.  From
1997 to 2002, Dr. Cheng served as the Research  Director and Production  Manager
at Kinik  China  Grinding  Wheel Coop of  China's  polished  materials  division
located in Taiwan. Mr. Cheng graduated from the Normal University of Taiwan with
a master's degree in Biophysics.  He also received  training in Material science
from the UK's Sheffield Hallam University and Physics from Taiwan University.

     CHIEN-FANG  WANG,  has been a Director  and Vice  President  of the Company
since  January  2002.  Since  2002,  Mr.  Wang has been  employed as the General
Business Manager for Nano Taiwan.  He is primarily  involved in projects related
to business  development  and sales and  marketing.  From 1987 to 2002, Mr. Wang
served as Vice General  Manager for Yi Tai Wire & Cable Ltd.,  a computer  cable
company.  From 1978 to 1987 Mr.  Wang worked as a  supervisor  at cable and wire
producer  Wan Xia Wire & Cable,  Ltd..  Previously  from 1967 to 1978,  Mr. Wang

                                       13
<PAGE>
worked at Hong Tai  Electric  Industrial  Co. Mr.  Wang has a degree in Chemical
Engineering from Chong Chou College and a degree in Electrical  Engineering from
Tatung University in Taiwan.

     KEVIN  CHUNG-CHIEH LIN, has been a Director of the Company since June 2004.
From 1998 to 2003,  Mr. Lin was the Chairman of Chief Financil  Consultant  Co.,
Ltd. and from 1999 to 2004 was the Chairman of the  Chyun-Yang  Investment  Co.,
Ltd.,  an  investment  company  involved in  corporate  finance  and  securities
consulting.  Mr. Lin has also been  involved in venture  capital  and  strategic
investments and has invested in,  developed and managed more than fifteen public
and private  companies in Taiwan and China. Mr. Lin's investment  experience has
been  particularly in the biotech and electronics  industries.  From 2000 to the
present, Mr. Lin has been the chairman of Hyo-on Biotechnology Corp. Mr. Lin has
a degree in Civil Engineering from Tamkang University.

     YUN-CHUN  TSENG,  has been a Director of the Company since June 2004.  Over
the past five years,  Ms.  Tseng has been  primarily  involved in  international
trade.  From  1997 to 2002  Ms.  Tseng  worked  as a  secretary  for  Cheng-Hsin
Electronics  Co.  Ltd.  From 2002 to  present,  she has worked as a manager  for
Hsin-Hua  International Medical Supplies Technology Corp. At Hsin-Hua, Ms. Tseng
has  overseen  sales,  trading,  design and  manufacture  of various  electronic
products and computer peripherals.  Ms. Tseng attended Ming Teh Business College
and has studied International Trade.

     TZU-SHENG  SU, has been a Director of the Company  since  October  2004. In
1993, Mr. Su procured an agency license from the National Tax  Administration of
the government of Taiwan to conduct tax,  bookkeeping and accountancy  functions
for both  corporations  and  individuals.  Mr.  Su runs the  accounting  firm he
established in October 1993 and has conducted large scale  accounting,  auditing
and tax oriented matters for more than 70 public and private  businesses.  Prior
to October 1993, Mr. Su served as the finance manager for several  manufacturing
companies in both Taiwan and China.  Mr. Su  graduated  from  Taiwan's  National
Chin-Yi   Institute  of  Technology  with  a  technical   degree  in  Industrial
Administration.

           SECTION 16(a) OF BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based on the Company's  review of copies of Forms 3, 4 and 5 filed with the
Securities and Exchange Commission (the "SEC") or written  representations  from
certain  reporting  persons,  we believe that during the year ended December 31,
2006, all officers,  directors,  and greater than ten-percent  beneficial owners
timely complied with the applicable filing  requirements of Section 16(a) of the
Securities Exchange Act of 1934.

                                       14
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

     The following table sets forth all cash  compensation paid or to be paid by
the Company,  as well as certain other compensation paid or accrued,  in 2006 to
each of the following named executive officers (the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                          Option           All other
                        Year   Salary($)   Bonus($)    Awards($)(1)    compensation($)(2)    Total($)
                        ----   ---------   --------    ------------    ------------------    --------
<S>                     <C>     <C>            <C>           <C>                <C>           <C>
Alice Tzu-Shia Hwang,
President               2006    36,900         0             0                  0             36,900
</TABLE>

BOARD COMMITTEES AND DESIGNATED DIRECTORS

     The  Board  of  Directors  currently  has  only  one  committee,  an  Audit
Committee.  The Audit Committee  consists of three directors,  Kevin Chung-Chieh
Lin  (Chairman),  Yun-Chun  Tseng  and  Tzu-Sheng  Su,  each of whom  meets  the
independence  requirements  and standards  currently  established by the SEC. In
addition,  the Board of Directors  has  determined  that Mr.  Tzu-Sheng Su is an
"audit  committee  financial  expert"  and  "independent"  as defined  under the
relevant rules of the SEC. The Audit  Committee  assists the Board by overseeing
the performance of the independent auditors and the quality and integrity of our
internal  accounting,  auditing and  financial  reporting  practices.  The Audit
Committee is responsible  for retaining  (subject to  stockholder  ratification)
and, as necessary,  terminating,  the independent auditors, annually reviews the
qualifications, performance and independence of the independent auditors and the
audit  plan,  fees and audit  results,  and  pre-approves  audit  and  non-audit
services to be performed by the auditors and related fees.

DIRECTOR COMPENSATION

     Our directors are  reimbursed  for expenses  incurred by them in connection
with attending  meetings of our Board of Directors,  but they do not receive any
other compensation for serving on our Board of Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL

     The Company has not entered into any employment,  termination of employment
or change-in-control agreements with its named executive officer, Alice Hwang.

CODE OF ETHICS

     On  October  12,  2004,  we  adopted a code of ethics  that  applies to our
Principal Executive Officer and Principal  Financial Officer,  and other persons
who perform similar  functions.  A copy of our Code of Ethics is incorporated by
reference as an exhibit to this Annual Report on Form 10-KSB. Our Code of Ethics
is intended to be a codification  of the business and ethical  principles  which
guide us, and to deter  wrongdoing,  to promote honest and ethical  conduct,  to
avoid  conflicts of interest,  and to foster full,  fair,  accurate,  timely and
understandable disclosures,  compliance with applicable governmental laws, rules
and regulations,  the prompt internal reporting of violations and accountability
for  adherence to this Code of Ethics.

                                       15
<PAGE>
ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     The following table sets forth as of March 29, 2007 the number of shares of
our Common Stock  beneficially owned by (i) each person who is known by us to be
the  beneficial  owner of more than five percent of the Company's  common stock;
(ii) each director;  (iii) each of the named  executive  officers in the Summary
Compensation  Table;  and (iv) all directors and executive  officers as a group.
Unless  otherwise  indicated,  the  stockholders  listed in the table  have sole
voting and investment power with respect to the shares indicated.

                                     Number of Common Stock
     Name and Address                 Shares Beneficially     % of Common Stock
   of Beneficial Owner**                   Owned(1)           Beneficially Owned
   ---------------------                   --------           ------------------
Alice Tzu-Shia Hwang                      3,200,000                  9.89%
Yo-Chien Cheng                            3,000,000                  9.28%
Chien-Fang Wang                             810,000                  2.50%
Kevin Chung-Chien Lin                     1,000,000                  3.09%
Yun Chun Tseng                              254,000                     *
Tzu-Sheng Su                                 10,000                     *
All executive officers and directors
 as a group (6) persons                   8,274,000                 25.58%

----------
*    Indicates less than one percent.
**   Unless otherwise  indicated,  the address for each beneficial owner is: c/o
     Nano Superlattice Technology, Inc., No 666 Jhensing Rd., Gueishan Township,
     Taoyuan County 333, Taiwan, ROC.
(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment  power with respect to the shares shown.  Except as indicated by
     footnote and subject to community  property laws where  applicable,  to our
     knowledge,  the  stockholders  named in the  table  have  sole  voting  and
     investment  power  with  respect  to  all  common  stock  shares  shown  as
     beneficially owned by them.

ITEM 12.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
          INDEPENDENCE.

     Throughout  our  history,  certain  members of the Board of  Directors  and
management  have  made  loans to us to cover  operating  expenses  or  operating
deficiencies.  During the fiscal year 2005,  Alice Tzu-Shia Hwang, the Company's
President, made loans to us to purchase items for the Company's business and for
other general working capital purposes.  As of December 31, 2005, all such loans
had  been  repaid  in  full.  As  of  December  31,  2006,  the  Company  had  a
non-interest-bearing   loan  from  Alice  Tzu-Shia  Hwang,   the  President  and
Chairwoman of the Board of the Company, in the amount of $768,887.

ITEM 13. EXHIBITS.

The following exhibits are filed as part of this report:

EXHIBIT
NUMBER                               DESCRIPTION
------                               -----------

2.1     Share Exchange Agreement,  dated May 26, 2004 (incorporated  herewith by
        reference to Exhibit 2.1 to Nano Superlattice Technology, Inc.'s Current
        Report on Form 8-K filed with the SEC on June 6, 2004).

3.1     Certificate  of  Incorporation  of Nano  Superlattice  Technology,  Inc.
        (incorporated  herewith by reference to Exhibit 3.1 to Nano Superlattice
        Technology,  Inc.'s  Annual  Report on Form  10-KSB for the fiscal  year
        ended June 30, 2004).

                                       16
<PAGE>
3.2     By-laws of Nano Superlattice Technology,  Inc. (incorporated herewith by
        reference to Exhibit 3.2 to Nano Superlattice Technology,  Inc.'s Annual
        Report on Form 10-KSB for the fiscal year ended June 30, 2004).

10.1    Employment Agreement, dated November 4, 2004,  between Nano Superlattice
        Technology, Inc. and Yu-Chien Cheng.

14      Code of Ethics.  (incorporated  herewith by reference to Exhibit 14.1 to
        Nano  Superlattice  Technology,  Inc.'s Annual Report on Form 10-KSB for
        the fiscal year ended June 30, 2004).

21      Subsidiaries  of  Nano  Superlattice   Technology,   Inc.  (incorporated
        herewith by reference to Exhibit 21.1 to Nano  Superlattice  Technology,
        Inc.'s  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
        2004).

31.1    Certification   of   Chief   Executive    Officer   pursuant   to   Rule
        13A-14(A)/15D-14(aA)  of the Secuities  Exchange Act of 1934, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification  of the  Principal  Financial  Officer  pursuant  to  Rule
        13A-14(A)/15D-14(aA)  of the Secuities  Exchange Act of 1934, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32      Certification  of Chief  Executive  Officer and the Principal  Financial
        Officer  Pursuant to 18 U.S.C.  1350 (Section 906 of the  Sarbanes-Oxley
        Act of 2002).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Our principal  independent  auditor  during the fiscal years ended December
31, 2006 and December 31, 2005 was Simon & Edward LLP. Our principal independent
auditor  during the fiscal  quarters  ended  March 31,  2005,  June 30, 2005 and
September  30,  2005 was Simon & Edward  LLP.  The  following  are the  services
provided and the amount billed:

AUDIT FEES

     The aggregate fees billed by Simon & Edward LLP for  professional  services
rendered for the review of the Company's  financial  statements  included in the
Company's  Quarterly Report on Form 10-QSB for March 31, 2006, June 30, 2006 and
September 30, 2006 was $22,500.  The  aggregate  fees paid to Simon & Edward LLP
for  professional  services  rendered for the audit of the  company's  financial
statements for the year ended December 31, 2006 and 2005 was $ 37,500.

AUDIT RELATED FEES

     Other than the fees described under the caption "Audit Fees" above, Simon &
Edward,  LLP did not bill any fees for services  rendered to us the fiscal years
ended December 31, 2006 and December 31, 2005 for assurance and related services
in connection with the audit or review of our consolidated financial statements.

     Other than the fees described under the caption "Audit Fees" above, Simon &
Edward,  LLP did not bill  any  fees for  services  rendered  to us  during  the
quarterly  periods ended March 31, June 30, and September 30, 2005 for assurance
and related  services in connection with the audit or review of our consolidated
financial statements.

TAX FEES

     The  aggregate  tax fees  billed  by Simon & Edward,  LLP for tax  services
during the year ended December 31, 2006 and 2005 was $0.

                                       17
<PAGE>
ALL OTHER FEES

     No other  fees  were  billed  by  Simon &  Edward,  LLP for the year  ended
December 31, 2006 and 2005.

PRE-APPROVAL OF SERVICES

     The Audit Committee will pre-approve all services, including both audit and
non-audit services, provided by our independent accountants. For audit services,
each year the  independent  auditor  will  provide the Audit  Committee  with an
engagement  letter  outlining  the scope of the audit  services  proposed  to be
performed  during the year,  which must be formally  accepted  by the  Committee
before the audit  commences.  The independent  auditor will also submit an audit
services fee proposal,  which also must be approved by the Committee  before the
audit commences.

     Our Board  pre-approved all of the professional  services to be provided by
Simon & Edward, LLP in connection with its audit of our financial statements and
the other  professional  services  it will  provide to us during the fiscal year
ended December 31, 2006 and 2005. In the future all such  professional  services
will also be pre-approved by our Audit Committee.

                                       18
<PAGE>
                                   SIGNATURES

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

                              NANO SUPERLATTICE TECHNOLOGY, INC.


Date: March 30, 2007          By: /s/ Alice Tzu-Shia Hwang
                                  --------------------------------------
                              Name:  Alice Tzu-Shia Hwang
                              Title: President and Chairman of the Board
                                     (Principal Executive Officer)


Date: March 30, 2007          By: /s/ Chien-Fang Wang
                                  --------------------------------------
                              Name:  Chien-Fang Wang
                              Title: Vice President
                                     (Principal Financial Officer)

In  accordance  with 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.

<TABLE>
<CAPTION>
<S>                               <C>                                          <C>
          Name                                  Title                               Date
          ----                                  -----                               ----

/s/ Alice Tzu-Shia Hwang           President and Chairman of the Board          March 30, 2007
-------------------------------    (Principal Executive Officer)
Alice Tzu-Shia Hwang


/s/ Yu-Chien Chang                 Chief Inspector and Director                 March 30, 2007
-------------------------------
Yu-Chien Cheng


/s/ Chien-Fang Wang                Vice President and Director                  March 30, 2007
-------------------------------    (Principal Financial Officer)
Chien-Fang Wang


/s/ Kevin Chung-Chieh Lu           Director                                     March 30, 2007
-------------------------------
Kevin Chung-Chieh Lin


/s/ Yun-Chun Tseng                 Director                                     March 30, 2007
-------------------------------
Yun-Chun Tseng


/s/ Tzu-Sheng Su                   Director                                     March 30, 2007
-------------------------------
Tzu-Sheng Su
</TABLE>

                                       19
<PAGE>
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION
------                               -----------

2.1     Share Exchange Agreement,  dated May 26, 2004 (incorporated  herewith by
        reference to Exhibit 2.1 to Nano Superlattice Technology, Inc.'s Current
        Report on Form 8-K filed with the SEC on June 6, 2004).

3.1     Certificate  of  Incorporation  of Nano  Superlattice  Technology,  Inc.
        (incorporated  herewith by reference to Exhibit 3.1 to Nano Superlattice
        Technology,  Inc.'s  Annual  Report on Form  10-KSB for the fiscal  year
        ended June 30, 2004).

3.2     By-laws of Nano Superlattice Technology,  Inc. (incorporated herewith by
        reference to Exhibit 3.2 to Nano Superlattice Technology,  Inc.'s Annual
        Report on Form 10-KSB for the fiscal year ended June 30, 2004).

10.1    Employment Agreement, dated November 4, 2004,  between Nano Superlattice
        Technology, Inc. and Yu-Chien Cheng.

14      Code of Ethics.  (incorporated  herewith by reference to Exhibit 14.1 to
        Nano  Superlattice  Technology,  Inc.'s Annual Report on Form 10-KSB for
        the fiscal year ended June 30, 2004).

21      Subsidiaries  of  Nano  Superlattice   Technology,   Inc.  (incorporated
        herewith by reference to Exhibit 21.1 to Nano  Superlattice  Technology,
        Inc.'s  Annual  Report on Form 10-KSB for the fiscal year ended June 30,
        2004).

31.1    Certification   of   Chief   Executive    Officer   pursuant   to   Rule
        13A-14(A)/15D-14(aA)  of the Secuities  Exchange Act of 1934, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification  of the  Principal  Financial  Officer  pursuant  to  Rule
        13A-14(A)/15D-14(aA)  of the Secuities  Exchange Act of 1934, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32      Certification  of Chief  Executive  Officer and the Principal  Financial
        Officer  Pursuant to 18 U.S.C.  1350 (Section 906 of the  Sarbanes-Oxley
        Act of 2002).
<PAGE>




NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2006 AND 2005 AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                       AND
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                           DECEMBER 31, 2006 AND 2005


                                TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                  F-1

Consolidated Balance Sheets                                              F-2

Consolidated Statements of Operations                                    F-4

Consolidated Statements of Cash Flows                                    F-5

Consolidated Statements of Changes in Stockholders' Equity               F-7

Notes to Consolidated Financial Statements                               F-8




                               Simon & Edward, LLP
                        17700 Castleton Street, Suite 200
                           City of Industry, CA 91748

<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Nano Superlattice Technology, Inc.

Gentlemen:

We have audited the accompanying consolidated balance sheet of Nano Superlattice
Technology,  Inc. and  subsidiaries  (the "Company") as of December 31, 2006 and
2005,  and the related  consolidated  statements  of  operations,  stockholders'
equity, and cash flows for years then ended. 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 audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  positions of the Company as of December 31,
2006 and 2005,  and the  results of its  operations  and its cash flows for year
then ended, in conformity with accounting  principles  generally accepted in the
United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note N to the
financial  statements,  the Company  continued  to  experience  working  capital
insufficiency.  The  condition  raises  substantial  doubt  about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  N.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Simon & Edward, LLP
-----------------------------
City of Industry, California
March 23, 2007

                                      F-1
<PAGE>
                         NANO SUPERLATTICE TECHNOLGY INC
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2006 AND 2005

                                                          DECEMBER 31,
                                              ----------------------------------
                                                 2006                   2005
                                              -----------            -----------
                                     ASSETS

Current Assets
  Cash and cash equivalents                   $   207,920            $ 1,198,552
  Restricted cash                                 140,742                 76,290
  Accounts receivable, net                      1,746,093              2,011,213
  Inventory                                     1,654,583                822,284
  Other receivables                               151,127                 99,869
  Prepaid expenses                                      2                 98,533
                                              -----------            -----------

      Total Current Assets                      3,900,467              4,306,741
                                              -----------            -----------

Fixed Assets, net                               8,159,798              6,420,514
                                              -----------            -----------
Other Assets
  Deposits                                         24,552                 25,886
  Other assets                                     67,568                608,800
                                              -----------            -----------

      Total Other Assets                           92,120                634,686
                                              -----------            -----------

      Total Assets                            $12,152,385            $11,361,941
                                              ===========            ===========


                   See Accompanying Notes and Auditor's Report

                                      F-2
<PAGE>
                        NANO SUPERLATTICE TECHNOLOGY INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                             -----------------------------------
                                                                 2006                   2005
                                                             ------------           ------------
<S>                                                          <C>                    <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued expenses                      $  2,234,800           $  2,004,056
  Due to related party                                            768,887                     --
  Current portion, long-term debt                               1,956,752              1,682,214
  Obligations under capital leases-current portion                317,130                351,034
                                                             ------------           ------------

      Total Current Liabilities                                 5,277,569              4,037,304

Long-term debt, net of current portion                          1,794,424              1,718,226
Obligations under capital leases                                  211,419                585,057
                                                             ------------           ------------

      Total Liabilities                                         7,283,412              6,340,587
                                                             ------------           ------------

Minority Interest                                                  99,318                101,607
                                                             ------------           ------------

Stockholders' Equity
  Common stock, $.0001 par value, 50,000,000 shares
   authorized, 32,343,000 issued and outstanding                    3,234                  3,234
  Additional paid in capital                                    6,735,078              6,735,078
  Other comprehensive income                                      220,442                177,254
  Accumulated deficit                                          (2,189,099)            (1,995,819)
                                                             ------------           ------------

      Total Stockholders' Equity                                4,769,655              4,919,747
                                                             ------------           ------------

      Total Liabilities and Stockholders' Equity             $ 12,152,385           $ 11,361,941
                                                             ============           ============
</TABLE>

                   See Accompanying Notes and Auditor's Report

                                      F-3
<PAGE>
                        NANO SUPERLATTICE TECHNOLOGY INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                         -----------------------------------
                                                             2006                   2005
                                                         ------------           ------------
<S>                                                      <C>                    <C>
Sales, net                                               $  9,469,590           $  9,141,782

Cost of sales                                               8,348,774              8,318,465
                                                         ------------           ------------

      Gross Profit                                          1,120,816                823,317

General and administrative expenses                           752,389              1,613,813
                                                         ------------           ------------

      Income (loss) from operations                           368,427               (790,496)
                                                         ------------           ------------

Other (Income) Expense
  Interest income                                             (31,347)                (1,316)
  Gain on currency exchange                                      (265)               (24,196)
  Other (income) expense                                         (645)              (537,618)
  Miscellaneous                                               130,334                 89,347
  (Gane) Loss on sale of fixed assets                        (365,414)               413,906
  Interest expense                                            206,416                109,074
  Impairment loss                                             615,000
  Minority Interest                                            (3,590)               (14,782)
                                                         ------------           ------------

      Total Other (Income) Expense                            550,489                 34,415
                                                         ------------           ------------

      Loss before income taxes                               (182,062)              (824,911)

Provision for income taxes                                     11,218                 39,236
                                                         ------------           ------------
      Net loss                                           $   (193,280)          $   (864,147)
                                                         ============           ============
Net income (loss) per share (basic and diluted)
  Basic                                                  $     (0.006)          $     (0.027)
                                                         ============           ============
  Diluted                                                $     (0.006)          $     (0.027)
                                                         ============           ============
Weighted average number of shares
  Basic                                                    32,343,000             32,343,000
  Diluted                                                  32,343,000             32,343,000
</TABLE>


                   See Accompanying Notes and Auditor's Report

                                      F-4
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                                                         ---------------------------------
                                                                             2006                  2005
                                                                         -----------           -----------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                      $  (193,280)          $  (864,147)
  Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating activities:
     Depreciation                                                            565,424               693,313
     Amortization                                                            136,859                82,530
     Bad debt                                                                 23,116                14,620
     Impairment loss                                                         615,000                    --
     Minority interest                                                        (3,590)              (14,782)
     (Gane) Losses on fixed assets obsolescence                             (365,414)              413,906
     Decrease (Increase) in notes and accounts receivables                   259,073            (1,016,755)
     Decrease (Increase) in other receivables                                  2,047               124,763
     Decrease (Increase) in inventories                                     (827,159)             (174,774)
     Decrease (Increase) in prepaid expenses and other current assets         46,952              (157,238)
     Increase (Decrease) in accounts payable and accrued expenses            216,014             1,028,441
                                                                         -----------           -----------
        Total Adjustments                                                    668,322               994,024
                                                                         -----------           -----------

        Net cash provided by (used in) operating activities                  475,042               129,877
                                                                         -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease (Increase) in restricted cash                                     (63,951)              (76,290)
  Proceeds from disposal of property, plant and equipment                  1,281,882               966,270
  Purchases of property, plant and equipment                              (3,306,359)           (2,595,554)
  Decrease (increase) in refundable deposits                                   1,550                (9,330)
  Decrease (Increase) in other assets                                        (67,700)             (586,929)
                                                                         -----------           -----------

        Net cash used in investing activities                             (2,154,578)           (2,301,833)
                                                                         -----------           -----------
</TABLE>


                   See Accompanying Notes and Auditor's Report

                                      F-5
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                           ---------------------------------
                                                              2006                  2005
                                                           -----------           -----------
<S>                                                        <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                           $   742,897           $ 2,664,452
  Payments of debt                                            (835,499)                   --
  Increase (decrease) in due to related party                  770,368              (251,371)
                                                           -----------           -----------

        Net cash provided by financing activities              677,766             2,413,081
                                                           -----------           -----------

Effect of exchange rate change on cash                         (65,152)              (33,683)

Net change in cash and cash equivalents                     (1,066,922)              259,537
                                                           -----------           -----------

Cash and cash equivalents at beginning of year               1,198,552               991,109
                                                           -----------           -----------

Cash and cash equivalents at end of year                   $   131,630           $ 1,198,552
                                                           ===========           ===========

Supplemental cash flows disclosures:
  Income tax payments                                      $    11,218           $        --
                                                           ===========           ===========

  Interest payments                                        $   205,537           $   109,074
                                                           ===========           ===========
</TABLE>


                   See Accompanying Notes and Auditor's Report

                                      F-6
<PAGE>
                        NANO SUPERLATTICE TECHNOLOGY INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2006 AND 2005


                                                     YEAR ENDED DECEMBER 31,
                                               --------------------------------
                                                   2006                2005
                                               ------------        ------------

Common stock, number of shares outstanding
  Balance at beginning of period                 32,343,000          32,343,000
  Common stock issued                                    --                  --
                                               ------------        ------------

  Balance at end of period                       32,343,000          32,343,000
                                               ------------        ------------
Common stock, par value $.001
  Balance at beginning of period               $      3,234        $      3,234
  Common stock issued                                    --                  --
                                               ------------        ------------

  Balance at end of period                            3,234               3,234
                                               ------------        ------------
Additional paid in capital
  Balance at beginning of period                  6,735,078           6,735,078
  Issuance of stock                                      --                  --
                                               ------------        ------------

  Balance at end of period                        6,735,078           6,735,078
                                               ------------        ------------
Other comprehensive income
  Balance at beginning of period                    177,254            (308,367)
  Foreign currency translation                       43,188             485,621
                                               ------------        ------------

  Balance at end of period                          220,442             177,254
                                               ------------        ------------
Retained earnings (deficits)
  Balance at beginning of period                 (1,995,819)         (1,131,672)
  Net income (loss)                                (193,280)           (864,147)
                                               ------------        ------------

  Balance at end of period                       (2,189,099)         (1,995,819)
                                               ------------        ------------

Total stockholders' equity at end of period    $  4,769,655        $  4,919,747
                                               ============        ============


                   See Accompanying Notes and Auditor's Report

                                      F-7
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 2006 AND DECEMBER 31, 2005


NOTE A - ORGANIZATION

     Nano Superlattice Technology, Inc., Formerly Wigwam Development,  Inc., was
     incorporated on July 20, 1998 under the laws of the State of Delaware. Nano
     Superlattice  Technology,  Inc. - BVI was incorporated on February 18, 2004
     under the laws of the British Virgin Islands. Nano Superlattice Technology,
     Inc.  - Taiwan  was  incorporated  under the laws of  Republic  of China on
     September 6, 1994.  Nano  Superlattice  Technology,  Inc.  owns 100% of the
     capital  stock of  Superlattice  Technology,  Inc. - BVI, and  Superlattice
     Technology, Inc. - BVI owns 98.1% of the capital stock of Nano Superlattice
     Technology,  Inc.  - Taiwan.  Collectively  these  three  corporations  are
     referred to herein as the  "Company".  When used in these notes,  the terms
     "Company," means Nano Superlattice Technology, Inc. and its subsidiaries.

     Nano  Superlattice  Technology,   Inc.  acquired  all  of  the  issued  and
     outstanding  capital  stock of Nano  Superlattice  Technology,  Inc. - BVI,
     pursuant  to an  Exchange  Agreement  dated as of May 26, 2004 by and among
     Nano Superlattice Technology,  Inc. - BVI and Nano Superlattice Technology,
     Inc. (the "Exchange Agreement").  Pursuant to the Exchange Agreement,  Nano
     Superlattice  Technology,  Inc. - BVI became a wholly owned  subsidiary  of
     Nano  Superlattice   Technology,   Inc.  and,  in  exchange  for  the  Nano
     Superlattice  Technology,  Inc. - BVI shares, Nano Superlattice Technology,
     Inc issued 2,504,000 shares of its common stock to the shareholders of Nano
     Superlattice  Technology,  Inc. - BVI, representing 91.6% of the issued and
     outstanding  capital stock of Nano  Superlattice  Technology,  Inc. at that
     time.  On  June  2,  2004,  the  Company  completed  the  purchase  of Nano
     Superlattice  Technology,  Inc. - a  Taiwanese  developer  and  producer of
     nano-scale coating technology to be applied to various mechanical tools and
     metal  surfaces for sale to  manufacturers  specifically  in the  computer,
     mechanical and molding industries.

     The Company, through Nano Superlattice  Technology,  Inc. -Taiwan is in the
     business of developing and producing  nano-scale  coating  technology to be
     applied  to  various  mechanical  tools  and  metal  surfaces  for sales to
     manufacturers   in  the  computer,   mechanical  and  molding   industries.
     Nanotechnology,  or molecular  manufacturing,  is a  technological  process
     designed to allow products to be manufactured lighter,  stronger,  smarter,
     cheaper,  cleaner  and more  precisely  than they would  otherwise  be. The
     Company  operates  in an  industry  characterized  by  rapid  technological
     changes.  They will need  additional  investments  and  funding in order to
     complete the development and improvements necessary for the development and
     production of the nano-scale coating technology.

     On December  30,  2004,  the Company  changed its fiscal year end from June
     30th to December 31st.

                                      F-8
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     REVENUE RECOGNITION

     Revenue from sales of products to customers is recognized  upon shipment or
     when title  passes to  customers  based on the terms of the  sales,  and is
     recorded net of returns, discounts and allowances.

     PRINCIPLES OF CONSOLIDATION

     The  consolidated   financial  statements  include  the  accounts  of  Nano
     Superlattice  Technology,  Inc.,  and it's wholly owned  subsidiaries  Nano
     Superlattice Technology, Inc. - BVI and its majority owned subsidiary, Nano
     Superlattice Technology, Inc. - Taiwan. All material intercompany accounts,
     transactions and profits have been eliminated in consolidation.

     FINANCIAL STATEMENT PRESENTATION

     Certain changes to the 2005 financial  statements have been made to conform
     to the 2006 financial statement format.

     RISKS AND UNCERTAINTIES

     The Company is subject to substantial risks from, among other things, rapid
     changes in technology,  rapidly  changing  customer  requirements,  limited
     operating history, and the volatility of public markets.

     CONTINGENCIES

     Certain  conditions  may exist as of the date the financial  statements are
     issued  that may  result  in a loss to the  Company  but that  will only be
     resolved  when  one or more  future  events  occur  or fail to  occur.  The
     Company's management and legal counsel assess such contingent  liabilities,
     and such  assessment  inherently  involves  an  exercise  of  judgment.  In
     assessing loss contingencies  related to legal proceedings that are pending
     against  the  Company  or  unasserted   claims  that  may  result  in  such
     proceedings,  the Company's legal counsel evaluates the perceived merits of
     any legal  proceedings or unasserted claims as well as the perceived merits
     of the amount of relief sought or expected to be sought.

     If the  assessment  of a contingency  indicates  that it is probable that a
     material  loss has been  incurred  and the amount of the  liability  can be
     estimated,  then the estimated  liability would be accrued in the Company's
     financial statements. If the assessment indicates that a potential material
     loss contingency is not probable but is reasonably possible, or is probable
     but  cannot be  estimated,  then the  nature of the  contingent  liability,
     together with an estimate of the range of possible loss if determinable and
     material would be disclosed.

     Loss contingencies  considered to be remote by management are generally not
     disclosed unless they involve guarantees, in which case the guarantee would
     be disclosed.

                                      F-9
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted   accounting   principles  requires  management  to  make  certain
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.  Significant estimates include  collectibility of accounts
     receivable, accounts payable, sales returns and recoverability of long-term
     assets.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The Company provides an allowance for loss on receivables based on a review
     of the  current  status  of  existing  receivables,  historical  collection
     experience,  subsequent  collections  and  management's  evaluation  of the
     effect of existing economic conditions.

     FIXED ASSETS

     Property and  equipment are stated at cost less  accumulated  depreciation.
     Expenditures for major additions and improvements are capitalized and minor
     replacements,  maintenance  and repairs are charged to expense as incurred.
     Depreciation  is provided on the  straight-line  method over the  estimated
     useful lives of the assets, or the remaining term of the lease, as follows:

           Furniture and Fixtures                           2-5 years
           Equipment                                        5-20 years
           Computer Hardware and Software                   2-5 years

     EXCHANGE GAIN (LOSS)

     As of December 31, 2006 and 2005,  the  transactions  of Nano  Superlattice
     Technology,  Inc. - Taiwan were  denominated in a foreign  currency and are
     recorded in New Taiwan  dollars at the rates of exchange in effect when the
     transactions  occur.  Exchange  gains and  losses  are  recognized  for the
     different  foreign  exchange rates applied when the foreign currency assets
     and liabilities are settled.

     TRANSLATION ADJUSTMENT

     As of  December  31,  2006 and  December  31,  2005,  the  accounts of Nano
     Superlattice Technology,  Inc.- Taiwan were maintained, and their financial
     statements  were  expressed,  in New Taiwan Dollars  (NTD).  Such financial
     statements  were  translated  into U.S.  Dollars (USD) in  accordance  with
     Statement  of  Financial  Accounts  Standards  ("SFAS")  No.  52,  "Foreign
     Currency Translation",  with the NTD as the functional currency.  According
     to the Statement, all assets and liabilities were translated at the current
     exchange rate,  stockholder's equity are translated at the historical rates
     and income  statement items are translated at the weighted average exchange
     rate for the period.  The resulting  translation  adjustments  are reported
     under  other  comprehensive   income  in  accordance  with  SFAS  No.  130,
     "Reporting Comprehensive Income".

                                      F-10
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     TRANSLATION ADJUSTMENT(continued)

     As of December 31, 2006 and 2005,  the exchange  rates  between NTD and the
     USD  was  NTD$1=USD$0.03069  and   NTD$1=USD$0.03044,   respectively.   The
     weighted-average  rate of exchange  between NTD and USD as of December  31,
     2006 and 2005 was  NTD$1=USD$0.03075 and  NTD$1=USD$0.03117,  respectively.
     Total translation adjustment recognized as of December 31, 2006 and 2005 is
     $220,442 and 177,254 , respectively.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company  measures its financial  assets and  liabilities  in accordance
     with generally accepted accounting principles. For certain of the Company's
     financial  instruments,  including  accounts  receivable (trade and related
     party),  notes  receivable and accounts  payable (trade and related party),
     and accrued  expenses,  the carrying amounts  approximate fair value due to
     their short  maturities.  The amounts owed for long-term debt and revolving
     credit  facility also  approximate  fair value because  interest  rates and
     terms offered to the Company are at current market rates.

     STATEMENT OF CASH FLOWS

     In accordance with SFAS No. 95, "Statement of Cash Flows",  cash flows from
     the Company's  operations is based upon the local currencies.  As a result,
     amounts related to assets and liabilities reported on the statement of cash
     flows will not necessarily agree with changes in the corresponding balances
     on the balance sheet.

     CONCENTRATION OF CREDIT RISK

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations of credit risk are accounts receivable and other receivables
     arising from its normal business activities.  The Company has a diversified
     customer  base.  The  Company  controls  credit  risk  related to  accounts
     receivable   through  credit   approvals,   credit  limits  and  monitoring
     procedures.  The Company routinely  assesses the financial  strength of its
     customers and, based upon factors surrounding the credit risk,  establishes
     an  allowance,   if  required,   for  uncollectible   accounts  and,  as  a
     consequence,  believes  that its accounts  receivable  credit risk exposure
     beyond such allowance is limited.

     INVENTORY

     Inventory is valued at the lower of cost or market.  Cost is  determined on
     the weighted average method. As of December 31, 2006 and December 31, 2005,
     inventory consisted only of finished goods.

     CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid investments  purchased with initial
     maturities of three months or less to be cash equivalents.

                                      F-11
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     ADVERTISING

     Advertising costs are expensed in the year incurred.

     INCOME TAXES

     Provisions  for income taxes are based on taxes payable or  refundable  for
     the current year and deferred  taxes on temporary  differences  between the
     amount of taxable  income and pretax  financial  income and between the tax
     bases of assets and liabilities and their reported amounts in the financial
     statements.

     Deferred  tax  assets  and   liabilities  are  included  in  the  financial
     statements at currently  enacted income tax rates  applicable to the period
     in which the  deferred  tax  assets  and  liabilities  are  expected  to be
     realized or settled as prescribed in SFAS No. 109,  "Accounting  for Income
     Taxes".  As changes in tax laws or rates are  enacted,  deferred tax assets
     and liabilities are adjusted through the provision for income taxes.

     EARNINGS PER SHARE

     The Company uses SFAS No. 128,  "Earnings Per Share",  for  calculating the
     basic and diluted  earnings  (loss) per share.  Basic  earnings  (loss) per
     share are computed by dividing  net income  (loss)  attributable  to common
     stockholders by the weighted average number of common shares outstanding.

     Diluted earnings per share are computed similar to basic earnings per share
     except  that  the   denominator   is  increased  to  include  common  stock
     equivalents, if any, as if the potential common shares had been issued.

     IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

     The Company adopts SFAS No. 144  "Accounting for the Impairment or Disposal
     of Long-Lived Assets". The Company periodically evaluates long-lived assets
     for impairment  whenever events or changes in  circumstances  indicate that
     the carrying  value of an asset may not be  recoverable.  If the  estimated
     future cash flows  (undiscounted and without interest charges) from the use
     of an asset  were less  than the  carrying  value,  a  write-down  would be
     recorded to reduce the related asset to its estimated fair value.

     The assumptions used by management in determining the future cash flows are
     critical.  In the event these expected cash flows are not realized,  future
     impairment  losses  may be  recorded.  Management  has  determined  that no
     impairments of long-lived assets currently exist.

                                      F-12
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     NEW ACCOUNTING PRONOUNCEMENTS

     In March 2005, the SEC released Staff  Accounting  Bulletin No 107,  "Share
     Based Payment" ("SAB 107"), which provides interpretive guidance related to
     the interaction  between SFAS 123(R) and certain SEC rules and regulations.
     It also provides the SEC staff's views  regarding  valuation of share-based
     payment  regulations.  In April 2005, the SEC amended the compliance  dates
     for SFAS  123(R),  to allow  companies  to  implement  the  standard at the
     beginning of the next fiscal  year,  instead of the next  reporting  period
     beginning  after June 15, 2005.  The impact of SAB 107 had no effect on our
     financial statements.

     In March 2005, the FASB issued FASB  Interpretation  No. 47, Accounting for
     Conditional  Asset  Retirement  Obligations"  ("FIN  47").  FIN 47 provides
     guidance  relating to the  identification  of and  financial  reporting for
     legal   obligations   to  perform  an  asset   retirement   activity.   The
     Interpretation  requires recognition of a liability for the fair value of a
     conditional  asset  retirement  obligation when incurred if the liability's
     fair value can be reasonably estimated.  FIN 47 also defines when an entity
     would have sufficient  information to reasonably estimate the fair value of
     an asset  retirement  obligation.  The provision is effective no later than
     the end of fiscal years ending after  December 15, 2005.  The impact of FIN
     47 had no effect on our financial statements.

     In May 2005,  the FASB issued  Statement No. 154,  "Accounting  Changes and
     Error  Corrections",  a replacement of Accounting  Principles Board Opinion
     No. 20, "Accounting  Changes",  and Statement No. 3, "Reporting  Accounting
     Changes in Interim Financial Statements" ("SFAS 154"). SFAS 154 changes the
     requirements  for the  accounting  for,  and  reporting  of,  a  change  in
     accounting   principle.   Previously,   voluntary   changes  in  accounting
     principles were generally  required to be recognized by way of a cumulative
     effect adjustment  within net income during the period of the change.  SFAS
     154  requires   retrospective   application  to  prior  periods'  financial
     statements,  unless it is  impracticable  to determine either the period of
     specific  effects  or the  cumulative  effect  of the  change.  SFAS 154 is
     effective  for  accounting  changes  made in fiscal years  beginning  after
     December 15, 2005;  however,  the statement  does not change the transition
     provisions of any existing accounting pronouncements.  The Company does not
     believe  adoption of SFAS 154 will have a material  effect on its financial
     position, cash flows or results of operations.

     In  February  2006,  the FASB  issued  Statement  of  Financial  Accounting
     Standards No. 155,  "Accounting for Certain Hybrid  Financial  Instruments"
     ("SFAS  155"),  which  amends SFAS No.  133,  "Accounting  for  Derivatives
     Instruments  and  Hedging  Activities"  ("SFAS  133")  and  SFAS  No.  140,
     "Accounting   for  Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishment  of Liabilities"  ("SFAS 140").  SFAS 155 amends SFAS 133 to
     narrow the scope exception for interest-only and  principal-only  strips on
     debt instruments to include only such strips representing rights to receive
     a specified  portion of the  contractual  interest or principle cash flows.
     SFAS 155 also amends SFAS 140 to allow qualifying  special-purpose entities
     to hold a passive derivative financial instrument  pertaining to beneficial
     interests that itself is a derivative instruments. The Company is currently
     evaluating the impact this new Standard, but believes that it will not have
     a material impact on the Company's financial position.

                                      F-13
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     NEW ACCOUNTING PRONOUNCEMENTS (continued)

     In March 2006, the FASB issued SFAS No. 156,  "Accounting  for Servicing of
     Financial  Assets,  an amendment of FASB Statement No. 140,  Accounting for
     Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
     Liabilities".  This statement requires all separately  recognized servicing
     assets and servicing  liabilities be initially  measured at fair value,  if
     practicable, and permits for subsequent measurement using either fair value
     measurement  with  changes  in fair  value  reflected  in  earnings  or the
     amortization  and  impairment   requirements  of  Statement  No.  140.  The
     subsequent  measurement  of  separately  recognized  servicing  assets  and
     servicing  liabilities at fair value  eliminates the necessity for entities
     that  manage  the  risks   inherent  in  servicing   assets  and  servicing
     liabilities with derivatives to qualify for hedge accounting  treatment and
     eliminates the characterization of declines in fair value as impairments or
     direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal
     year beginning after September 15, 2006. This adoption of this statement is
     not expected to have a significant  effect on the Company's future reported
     financial position or results of operations.

     In July  2006,  the FASB  issued  Interpretation  No.  48,  Accounting  for
     Uncertainty in Income Taxes ("FIN 48"). FIN 48 clarifies the accounting for
     uncertainty  in  income  taxes  recognized  in  an  enterprise's  financial
     statements in accordance with FASB Statement No. 109, Accounting for Income
     Taxes. FIN 48 prescribes a recognition  threshold and measurement attribute
     for the financial  statement  recognition and measurement of a tax position
     taken or  expected to be taken in a tax return.  This  Interpretation  also
     provides guidance on derecognition, classification, interest and penalties,
     accounting  in  interim   periods,   disclosure,   and   transition.   This
     Interpretation  is effective for fiscal years  beginning after December 15,
     2006, with earlier adoption permitted.  The company is currently evaluating
     the provisions of FIN 48.

     In  September  2006,  the FASB issued  Statement  of  Financial  Accounting
     Standards (SFAS) No. 157, Fair Value  Measurement,  which provides guidance
     for  applying  the   definition   of  fair  value  to  various   accounting
     pronouncements.  SFAS 157 is effective for financial  statements issued for
     fiscal years  beginning  after  November 15, 2007. The Company is currently
     evaluating the provisions of SFAS 157.

     In September 2006, the FASB also issued SFAS No. 158, Employers' Accounting
     for Defined Benefit Pension and Other Postretirement Plans. SFAS 158 amends
     SFAS 87, 88,  106,  and 132R,  and  requires  employers  to  recognize  the
     overfunded or underfunded status of defined benefit postretirement plans as
     an asset or liability in its statement of financial position.  SFAS No. 158
     is effective as of the end of fiscal years ending after  December 15, 2006.
     SFAS 158 is not  applicable  to the Company,  as it does not have a defined
     benefit pension plan.

     In September  2006,  the Securities  and Exchange  Commission  issued Staff
     Accounting  Bulletin 108 ("SAB 108"),  considering the Effect of Prior Year
     Misstatements when Quantifying  Misstatements in the Current Year Financial
     Statements,  that addresses how uncorrected errors in previous years should
     be  considered  when  quantifying  errors  in the  current  year  financial
     statements.  SAB 108 is effective for fiscal years ending November 15, 2006
     and,  upon  adoption,  companies  are  allowed to record  the  effects as a
     cumulative-effect  adjustment to retained earnings.  The Company will adopt
     SAB 108 for its fiscal year ending  December 31, 2006 and is assessing what
     impact, if any, the adoption of SAB 108 will have on its financial position
     and results of operations.

                                      F-14
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     NEW ACCOUNTING PRONOUNCEMENTS (continued)

     In September  2006,  the Securities  and Exchange  Commission  issued Staff
     Accounting  Bulletin 108 ("SAB 108"),  considering the Effect of Prior Year
     Misstatements when Quantifying  Misstatements in the Current Year Financial
     Statements,  that addresses how uncorrected errors in previous years should
     be  considered  when  quantifying  errors  in the  current  year  financial
     statements.  SAB 108 is effective for fiscal years ending November 15, 2006
     and,  upon  adoption,  companies  are  allowed to record  the  effects as a
     cumulative-effect  adjustment to retained earnings.  The Company will adopt
     SAB 108 for its fiscal year ending  December 31, 2006 and is assessing what
     impact, if any, the adoption of SAB 108 will have on its financial position
     and results of operations.

NOTE C - CASH

     The Company  maintains its cash  balances at various  banks in Taiwan.  The
     balances are insured by the Central Deposit Insurance Corporation (CDIC) up
     to  approximately  $30,690.  As of  December  31,  2006 there was  $273,380
     uninsured portions of the balances held at the bank.

NOTE D - FIXED ASSETS

     Fixed assets consist of the following:

                                      December 31, 2006       December 31, 2005
                                      -----------------       -----------------
     Machinery and equipment            $ 6,799,070             $ 6,138,207
     Furniture and fixtures                 369,311                 359,466
     Leased equipment                       951,390                 943,640
     Prepayment for machinery and
      equipment                           1,044,115                      --
                                        -----------             -----------

                                        $ 9,163,886             $ 7,441,313

     Accumulated depreciation            (1,004,088)             (1,020,799)
                                        -----------             -----------

                                        $ 8,159,798             $ 6,420,514
                                        ===========             ===========

NOTE E - COMMITMENTS

     The  Company  leases two office  facilities  under  operating  leases  that
     terminate on various dates.  Rental  expense for these leases  consisted of
     $50,454  and  $50,043  for   December  31,  2006  and  December  31,  2005,
     respectively.

                                      F-15
<PAGE>
NOTE E - COMMITMENTS(continued)

     The Company has future minimum lease obligations as follows:

               Year                   Amount
               ----                   ------
               2007                  $ 51,989
               2008                    12,568
                                     --------

               Total                 $ 64,557
                                     ========

      Capital leases -The company leases certain equipment under agreements that
      are  classified  as capital  leases.  The cost of equipment  under capital
      leases is included in the Statement of Financial Position as fixed assets.
      The company has future minimum payments under capital leases as follows:
      (see note F)

               Year                   Amount
               ----                   ------
               2007                  $317,130
               2008                   211,419
                                     --------

               Total                 $528,549
                                     ========

NOTE F - SALES-LEASEBACK TRANSACTION

      In September 2005, the Company  completed the sale of a piece of equipment
      for $933,720. The transaction has been accounted for as a sales-lease back
      transaction,  wherein the property was sold,  immediately leased back, and
      accounted  for  as a  capital  lease.  An  obligation  in  the  amount  of
      $1,042,032,  representing the proceeds, has been recorded in the Company's
      Statement of Financial  Position,  and is being  reduced based on payments
      under the lease. As of December 31, 2006, the Company has a balance due of
      $528,549 (see note E).

      The Company is currently in default of their  sales-leaseback  transaction
      and  therefore  the  entire  amount  of the  capitalized  lease  has  been
      categorized as a current liability (see Note G).

NOTE G - LEASE AND LOAN DEFAULT

      In September  2005 the Company  entered into a  sales-leaseback  agreement
      (Note G) on a piece of equipment  with a financial  institution.  However,
      the  equipment  sold  had  already  been  pledged  as  collateral  for the
      Company's line of credit with a bank in Taiwan.  The bank's recourse is to
      repossess  the asset or demand  payment in full.  As of December 31, 2006,
      and the date of this report, no such demand has been made.  Because of the
      default  with the  transaction  the  Company  has  categorized  all  debts
      associated with these transactions as current liabilities until the matter
      is resolved.

                                      F-16
<PAGE>
NOTE H - INCOME TAXES

     Total Federal and State income tax expense for the years ended December 31,
     2006 and 2005 amounted to $11,218 and $39,236,  respectively. For the years
     ended  December  31,  2006 and 2005,  there is no  difference  between  the
     federal statutory tax rate and the effective tax rate.

     The following is a reconciliation of income tax expense:

     12/31/05         U.S.            State        International        Total
                      ----            -----        -------------        -----
     Current        $     0          $     0          $11,218          $11,218
     Deferred             0                0                0                0
                    -------          -------          -------          -------

     Total          $     0          $     0          $11,218          $11,218
                    =======          =======          =======          =======

     12/31/05         U.S.            State        International        Total
                      ----            -----        -------------        -----
     Current        $     0          $     0          $39,236          $39,236
     Deferred             0                0                0                0
                    -------          -------          -------          -------

     Total          $     0          $     0          $39,236          $39,236
                    =======          =======          =======          =======

     Reconciliation of the differences between the statutory U.S. Federal income
     tax rate and the effective rate is as follows:

                                                    12/31/06        12/31/05
                                                    --------        --------
     Federal statutory tax rate                         34%             34%
     State, net of federal benefit                       0%              0%
                                                      ----            ----

     Effective tax rate                                 34%             34%
                                                      ====            ====

                                      F-17
<PAGE>
NOTE I - OTHER COMPREHENSIVE INCOME

     Balances  of related  after-tax  components  comprising  accumulated  other
     comprehensive income (loss),  included in stockholders' equity, at December
     31, 2006 and 2005 are as follows:

                                      Foreign Currency        Accumulated Other
                                   Translation Adjustment   Comprehensive Income
                                   ----------------------   --------------------
     Balance at January 01, 2005         $(308,367)               $(308,367)
     Change for 2005                       485,621                  485,621
                                         ---------                ---------

     Balance at December 31, 2005          177,254                  177,254
     Change for 2006                        43,188                   43,188
                                         ---------                ---------

     Balance at December 31, 2006        $ 220,442                $ 220,442
                                         =========                =========

NOTE J - DEBT

      At December 31, 2006 and 2005,  the Company had notes payable  outstanding
      in the  aggregate  amount of $3,751,176  and $  $3,400,440,  respectively.
      Payable as follows:

<TABLE>
<CAPTION>
<S>                                       <C>            <C>                                      <C>
December 31, 2006                                         December 31, 2005
-----------------                                         -----------------

Note  payable  to a bank in Taiwan,                       Note payable to a bank in
interest  at 7.57% per  annum,  due                       Taiwan, interest at 7.35% per
by November 10, 2008                         $ 39,240     annum, due by November 10, 2008           $ 57,128

Note payable to a bank in Taiwan,                         Note   payable   to  a  bank  in
interest at 6.87% per annum, due                          Taiwan,  interest  at 6.65%  per
by November 10, 2008                           90,650     annum, due by November 10, 2008            132,419

Note  payable  to a bank in Taiwan,                       Note payable to a bank in
interest  at 5% per  annum,  due by                       Taiwan, interest at 5% per
April 30, 2007                               $ 45,421     annum, due by April 30, 2007               149,428

Note  payable  to a bank in Taiwan,                       Note payable to a bank in
interest at 6.7% per annum,  due by                       Taiwan, interest at 6.351% per
July 21, 2007                                  84,782     annum, due by July 21, 2007                240,983

Secured  Note  payable to a bank in                       Secured Note payable to a bank
Taiwan,   interest   at  3.67%  per                       in Taiwan, interest at 3.47%
annum, due by January 17, 2012                843,975     per annum, due by January 17, 2012         837,100
</TABLE>

                                      F-18
<PAGE>
<TABLE>
<CAPTION>
<S>                                       <C>            <C>                                      <C>
Usance  L/C  payable  to a bank  in                       Note payable to a bank in
Taiwan,   interest   at  7.1%   per                       Taiwan, interest at 6.054% per
annum, due by March 21, 2007                   10,920     annum, due by November 16, 2006             22,551

Note  payable  to a bank in Taiwan,                       Note   payable   to  a  bank  in
interest  at 5.64% per  annum,  due                       Taiwan,  interest  at 6.054% per
by September 7, 2008                          189,258     annum, due by November 16, 2006             90,206

Secured Note payable to a bank in                         Secured  Note  payable to a bank
Taiwan, interest at 3.94% per                             in Taiwan,  interest at 3.7% per
annum, due by August 8, 2010                  613,800     annum, due by August 8, 2010               608,800

Note payable to a bank in Taiwan,                         Short-term  Note  payable  to  a
interest at 6% per annum, due by                          bank in Taiwan,  interest  at 6.1%
January 17, 2009                              109,450     per annum, due by February 24, 2006          3,527

Note payable to a bank in Taiwan,                         Short-term  Note  payable  to  a
interest at 5.875% per annum, due                         bank in Taiwan, interest  at 6.1%
by April, 3, 2008                             208,720     per annum,  due by February 10, 2006        28,760

Short-term  Note  payable to a bank                       Short-term  Note  payable  to  a
in  Taiwan,  interest  at 2.52% per                       bank in Taiwan, interest at 5.75%
annum, due by March 9, 2007                 1,216,078     per annum, due by February 18, 2006         12,797

Note payable to a bank in Taiwan,                         Short-term  Note  payable  to  a
interest at 7.01% per annum, due                          bank in Taiwan, interest at 2.06%
by October 29 , 2008                          151,570     per annum, due by January 13, 2006       1,216,741

Secured  Note  payable to a bank in
Taiwan,   interest  at  5.195%  per
annum, due by January 15, 2007                147,312
                                           ----------                                             ----------
Total                                       3,751,176     Total                                    3,400,440

Current portion                            $1,956,752     Current portion                         $1,682,214
                                           ----------                                             ----------

Long-term portion                          $1,794,424     Long-term portion                       $1,718,226
                                           ==========                                             ==========
</TABLE>

                                      F-19
<PAGE>
NOTE K - RELATED PARTY TRANSACTIONS

     Throughout  the  history of the  Company,  certain  members of the Board of
     Directors  and general  management  have made loans to the Company to cover
     operating expenses or operating deficiencies.  As of December 31, 2006, the
     Company has a non interest-bearing loan from Huan Tzu Hsai, a member of the
     board, in the amount of $768,887.

NOTE L - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying  amounts of cash and cash  equivalents,  accounts  receivable,
     deposits and accounts payable  approximate  their fair value because of the
     short maturity of those instruments.

     The carrying amounts of the Company's long-term debt approximate their fair
     value  because  of the short  maturity  and/or  interest  rates,  which are
     comparable to those currently  available to the Company on obligations with
     similar terms.

NOTE M - LOSS ON IMPAIRMENT OF INVESTMENT IN DEBT SECURITIES

     The Company invests in debt securities. The Company reviews its investments
     on a  regular  basis  to  determine  if any  security  has  experienced  an
     other-than-temporary  decline in fair  value.  The  Company  considers  the
     investee company's cash position, earnings and revenue outlook, stock price
     performance,  liquidity and management  ownership,  among other factors, in
     its review. If it is determined that an other-than-temporary decline exists
     in a marketable  securities,  the Company writes down the investment to its
     market value and records the related  write-down as an  investment  loss in
     its Statements of Operations.

     At December 31, 2006,  the Company  wrote down to fair market value certain
     debt security investments.  The write-down amounted to $615,000 and was due
     to a decline in the fair value of the debt security  which,  in the opinion
     of management, was considered to be other than temporary. The write-down is
     charged to operations  in the  accompanying  Statements  of Operations  for
     2006.

NOTE N - GOING CONCERN

     As shown in the accompanying financial statements, as of December 31, 2006,
     the  Company's   current   liabilities   exceeded  its  current  assets  by
     approximately  $1,377,000.  These factors arise substantial doubt about the
     Company's  ability to  continue as a going  concern.  The Company may raise
     additional funding through borrowings from financial institutions and defer
     the amounts  due under the credit  line and sales  lease back  transaction.
     Management believes that actions presently being taken to obtain additional
     funding  provide  the  opportunity  for the  Company to continue as a going
     concern.   The  accompanying   financial  statements  do  not  include  any
     adjustments that might be necessary if the Company is unable to continue as
     a going concern.

                                     ******

                                      F-20