U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                   FORM 10-KSB

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

                      For the fiscal year ended __________

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

        For the transition period from July 1, 2004 to December 31, 2004

                        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  (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 is not contained in this form, and will not be contained,  to the
best of the issuer'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. [ ]

Issuer's  revenues for its most recent  fiscal year:  $2,627,984.  The aggregate
market value of the common stock held by  non-affiliates of the registrant as of
April 5, 2005 was approximately  $72,204,000,  based upon the last trading price
of $3.00 per share as reported by the Over the  Counter  Bulletin  Board on such
date. There were 32,342,000  shares of the Company's common stock outstanding on
April 5, 2005.

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

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


                                                                            Page
                                                                            ----

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


PART II ......................................................................9
   Item 5.  Market for Common Equity and Related Stockholder Matters..........9
   Item 6.  Management's Discussion and Analysis or Plan of Operation.........9
   Item 7.  Financial Statements.............................................14
   Item 8.  Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure.........................................33
   Item 8A. Controls and Procedures..........................................33
   Item 8B. Other Information................................................33


PART III ....................................................................34
   Item 9.  Directors and Officers...........................................34
   Item 10. Executive Compensation...........................................35
   Item 11. Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters..................................36
   Item 12. Certain Relationships and Related Transactions...................37
   Item 13. Exhibits.........................................................37
   Item 14. Principal Accountant Fees and Services...........................38

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                                     PART I

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

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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.

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 reduced 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
granted the Company  exclusive use of the  technology  under this patent without

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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.

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
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.

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EMPLOYEES

     As of April 7, 2005,  The  Company has a total of 33  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  $300,000  in the six month  period  ended  December  31, 2004 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;
     *    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
          necessary to operate our machinery.

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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.

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
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.

                                       6
<PAGE>
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
     *    potentially uncertain or adverse tax consequences.

     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.

     INTERNAL POLITICAL RISKS. 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

                                       7
<PAGE>
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 two primary
business  locations  that it  leases  and in  which  it  maintains  both  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, 2004
until  March  31,  2006 and the  Company  pays a monthly  rent of  approximately
US$3,800. The total square meters of this facility is 1,487. The second location
is in Wu-Ku  Industrial  Park at 5F, No. 200 Wu-Chuan 7th Rd., Wu-Ku  Industrial
Park,  Taipei  Hsien,  ROC. The initial term of this lease was from  November 1,
2003 until December 31, 2004 with a monthly rent of approximately US$1,600. This
lease was renewed by the Company  until  November  31,  2005.  The total  square
meters of this facility is 456.

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, 2004.

                                       8
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     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 June 17, 2004 to March 31, 2005. The quotations reflect inter-dealer
prices, without retail mark-up,  mark-down or commission,  and may not represent
actual transactions.

                                                      High         Low
                                                      ----         ---
     FISCAL 2004
     June 17, 2004 - June 30, 2004                   $3.09        $1.20

     SIX MONTH PERIOD ENDED DECEMBER 31, 2004
     Quarter Ended September 30, 2004                 3.09         1.60
     Quarter Ended December 31, 2004                  5.01         1.70

     FISCAL 2005
     Quarter Ended March 31, 2005                     5.00         2.75

     As of April 11, 2005, there were approximately  1,654 record holders of the
Company's  common  stock.  The  Company has not paid any cash  dividends  on its
common stock, and it currently intends to retain any future earnings to fund the
development and growth of its business.

RECENT SALES OF UNREGISTERED SECURITIES

     On November 30, 2004,  the Company  entered  into  definitive  subscription
agreements for the private  offering of an aggregate of 4,972,000  shares of its
common  stock to  individual  investors  for  proceeds  of  approximately  $1.96
million.  No sales  commissions were paid in connection with such  transactions.
These  shares were  issued in  reliance  upon the  exemption  from  registration
afforded  by  Section  4(2)  of the  Securities  Act of  1933,  as  amended  and
Regulation  D and  Regulation  S  promulgated  thereunder.  The  Company  claims
exemption from  registration of the Shares and in doing so has relied on certain
representations  and  warranties  made  by the  investors  in  their  respective
subscription  agreements  that  they  are  accredited  investors  and/or  non-US
Persons.

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

                                       9
<PAGE>
SALES DURING THE TRANSITION PERIOD ENDED DECEMBER 31, 2004

     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 six month period ended December 31, 2004, the sale
of individual  wires and cables as well as sets of mechanical  equipment used in
the manufacture of electric cables generated more than 98% of our total revenue,
as compared to 2% of our total  revenue in the six month period  ended  December
31, 2003.  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 2005.

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

     The  results of  operations  for the  Company do not include the results of
operations  of  Nano-Taiwan  prior to the date it was  acquired  by the  Company
pursuant to applicable accounting rules. In the below discussion, the results of
operations for Nano-Taiwan are  consolidated  with the Company for the six month
period ended  December 31, 2004 and 2003,  and are presented  separately for the
years ended June 30, 2004 and 2003.

AUDITED SIX MONTHS ENDED  DECEMBER 31, 2004 COMPARED TO THE UNAUDITED SIX MONTHS
ENDED DECEMBER 31, 2003

SIX MONTHS  ENDED  DECEMBER  31, 2004 AND  DECEMBER 31, 2003 FOR THE COMPANY AND
NANO-TAIWAN

     SALES. Net sales for the six months ended December 31, 2004 were $2,627,984
compared to $1,998,311  for the six months ended  December 31, 2003, an increase
of $629,673 or 31.51%.  The increase in net sales was due to a general  increase
in business to customers and new customers.

     COST OF SALES. Cost of sales for the six months ended December 31, 2004 was
$2,625,749 or 99.9% of sales, as compared to $2,352,576 or 117.72% of sales, for
the six months  ended  December  31,  2003.  The  decrease in cost of sales as a
percentage  of net  sales was due to a  decrease  in the cost of  material  that
Nano-Taiwan purchased.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
were $1,311,408,  or 49.9% of sales, for the six months ended December 31, 2004,
as compared to $408,728 or 20.45% for the six months  ended  December  31, 2003.
The  increase  in  general  and  administrative  expenses  was due to a  general
increase in business.

     INCOME (LOSS) FROM  OPERATIONS.  Income (loss) from  operations for the six
months  ended  December  31,  2004 was  ($1,309,173),  compared  to a loss  from
operations for the six months ended December 31, 2003 of ($762,993). This change
was the result of reasons primarily described above.

     OTHER (INCOME) EXPENSE. Total other (income) expense was $3,617 for the six
months  ended  December  31,  2004 as  compared to ($14,468 ) for the six months
ended December 31, 2003. The decrease in other income was due to the decrease in
commission income.

     NET INCOME (LOSS).  Net income (loss) for the six months ended December 31,
2004 was  $(1,312,790)  compared  to net loss of  ($753,266)  for the six months
ended December 31, 2003.  The increase in net loss was due to reasons  primarily
described above.

                                       11
<PAGE>
YEAR ENDED JUNE 30, 2004 COMPARED TO THE YEAR ENDED JUNE 30, 2003

YEAR ENDED JUNE 30, 2004 AND JUNE 30, 2003 FOR THE COMPANY AND NANO-TAIWAN

     SALES. Net sales for the year ended June 30, 2004 were $645,571 compared to
$0 for the year ended June 30,  2003.  The  increase in net sales was due to the
acquisition of all of the issued and outstanding stock of Nano-BVI,  which holds
92.1% all of the issued and outstanding stock of Nano-Taiwan.  Nano-Taiwan's net
sales for the year ended June 30, 2004 totaled $5,734,679 compared to $4,736,213
for the year ended June 30,  2003,  an increase of $998,466 or 21%. The increase
in net sales was due to a general  increase  in business  to  customers  and new
customers.

     COST OF SALES.  Cost of sales for the year ended June 30, 2004 was $278,994
or 43.2% of sales,  as compared to $0 during the year ended June 30,  2003.  The
increase  in cost  of  sales  was due to the  acquisition  of  Nano-BVI  and its
subsidiary Nano-Taiwan.  Nano-Taiwan's cost of sales for the year ended June 30,
2004 was $5,118,562,  or 89.3% of sales, as compared to approximately $3,390,813
or 71.6% of sales,  for the year ended June 30,  2003.  The  increase in cost of
sales  as a  percentage  of net  sales  was due to an  increase  in the  cost of
material  that  Nano-Taiwan  was not  able to  pass on to its  customers  and an
increase in the sales of lower margin products.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
were $50,699, or 7.9% of sales, for the year ended June 30, 2004, as compared to
$8,762 for the year ended June 30, 2003. The increase was due to the acquisition
of  Nano-BVI  and  its  subsidiary   Nano-Taiwan.   Nano-Taiwan's   general  and
administrative  expenses for the year ended June 30, 2004 were $568,347,  or 10%
of sales, as compared to approximately $641,395, or 13.5% of sales, for the year
ended June 30, 2003. The increase in general and administrative expenses was due
to a general increase in business.

     INCOME (LOSS) FROM  OPERATIONS.  Income (loss) from operations for the year
ended June 30, 2004 was  $315,878,  compared to a loss from  operations  for the
year  ended  June  30,  2003 of  ($8,762).  The  increase  in loss  income  from
operations   was  due  to  the   acquisition  of  Nano-BVI  and  its  subsidiary
Nano-Taiwan.  Nano-Taiwan's  income from  operations for the year ended June 30,
2004 was $47,770 as compared to income from  operations of $704,005 for the year
ended June 30, 2003. This change was the result of increased cost of sales.

     OTHER (INCOME)  EXPENSE.  Total other (income)  expense was $25,614 for the
year ended June 30, 2004 as compared to $0 for the year ended June 30, 2003,  as
a  result  of the  acquisition  of  Nano-BVI  and  its  subsidiary  Nano-Taiwan.
Nano-Taiwan's  other  (income)  expense  for the year  ended  June 30,  2004 was
($16,010) as compared to other (income)  expense of  approximately  ($9,210) for
the year ended June 30, 2003.

     NET INCOME  (LOSS).  Net income (loss) for the year ended June 30, 2004 was
$207,264  compared to net loss of ($8,762) for the year ended June 30, 2003. The
increase in net income was due to the acquisition of Nano-BVI and its subsidiary
Nano-Taiwan.  Nano-Taiwan  had a net income for the year ended June 30,  2004 of
$43,318 as compared  to net income of $692,804  for the year ended June 30, 2003
for the reasons primarily described above.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash  equivalents  were  $991,109 at December  31,  2004.  Working
capital at  December  31,  2004 was  $456,789.  The  Company  believes  that its
short-term  financial needs will be met by existing working capital for at least
the next  twelve  months,  after  which  time 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 the us to sell our equity  securities or
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.

                                       12
<PAGE>
     During the six month  period ended  December  31, 2004,  net (cash used) in
operations was ($461,148).  Cash provided by financing activities was $2,992,899
for the six month  period ended  December  31, 2004.  The net change in cash and
cash equivalents was $404,412 for the six month period ended December 31, 2004.

     On November 30, 2004,  the Company  entered  into  definitive  subscription
agreements for the private  offering of an aggregate of 4,971,000  shares of its
common  stock to  individual  investors  for  proceeds  of  approximately  $1.96
million.

CAPITAL EXPENDITURES

     Total capital  expenditures  during the six months ended  December 31, 2004
was $2,127,339 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.

                                       13
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS.

     The consolidated  financial statements and the reports and notes, which are
attached hereto are incorporated herein by reference.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants                                      15

Consolidated Balance Sheets - As of June 30, 2004 and 2003                    16

Consolidated Statements of Income - For the Years Ended June 30, 2004
and June 30, 2003                                                             17

Consolidated Statements of Cash Flows - For the Years Ended June 30, 2004
and June 30, 2003                                                             18

Consolidated Statements of Changes in Stockholders' Equity - For the
Years Ended June 30, 2004 and June 30, 2003                                   19

Notes to Consolidated Financial Statements                                    20

                                       14
<PAGE>
INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders

NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
(Formerly Wigwam Development, Inc.)

We  have  audited  the   accompanying   consolidated   balance  sheets  of  Nano
Superlattice  Technology,  Inc. and Subsidiaries  ("the Company") as of December
31, 2004 and June 30, 2004 and the related  consolidated  statements  of income,
changes  in  stockholders'  equity,  and cash  flows for the six  months and the
fiscal year 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of Nano
Superlattice Technology,  Inc. and Subsidiaries as of December 31, 2004 and June
30, 2004 and the  consolidated  results of its operations and cash flows for the
six months and fiscal year then ended, in conformity with accounting  principles
generally accepted in the United States of America.


/s/ Lichter, Yu & Associates
----------------------------------
March 21, 2005

San Diego, California

                                       15
<PAGE>
              NANO SUPPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)
                           CONSOLIDATED BALANCE SHEETS
                       DECEMBER 31, 2004 AND JUNE 30, 2004

<TABLE>
<CAPTION>
                                                                       December 31, 2004      June 30, 2004
                                                                       -----------------      -------------
<S>                                                                      <C>                   <C>
                                     ASSETS

Current Assets
  Cash and cash equivalents                                              $   991,109           $   580,443
  Accounts receivable, net                                                   994,458               911,206
  Inventory                                                                  647,510             1,041,837
  Other receivable                                                           133,515                     0
  Investments                                                                      0               133,515
                                                                         -----------           -----------
     Total Current Assets                                                  2,766,592             2,667,001
                                                                         -----------           -----------
Fixed Assets, net                                                          5,813,927             4,111,428
                                                                         -----------           -----------
     Total Fixed Assets                                                    5,813,927             4,111,428
                                                                         -----------           -----------
Other Assets
  Deposits                                                                    16,556               510,556
  Other current assets                                                        32,412                57,612
                                                                         -----------           -----------
     Total Other Assets                                                       48,968               568,168
                                                                         -----------           -----------
     Total Assets                                                        $ 8,629,487           $ 7,346,597
                                                                         ===========           ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable and accrued expenses                                  $   975,615           $ 1,066,730
  Due to related party                                                       251,371               157,251
  Current portion, debt                                                    1,082,817               100,000
                                                                         -----------           -----------
     Total Current Liabilities                                             2,309,803             1,323,981

Long-term debt, net of current portion                                       589,262               597,710
                                                                         -----------           -----------
     Total Liabilities                                                     2,899,065             1,921,691
                                                                         -----------           -----------
Minority interest                                                            432,149               457,575
                                                                         -----------           -----------
Stockholders' Equity
  Common stock, $.0001 par value, 80,000,000 shares authorized,
   32,342,000 and 27,370,000 issued and outstanding,
   respectively                                                                3,234                 2,737
  Additional paid in capital                                               6,735,078             4,778,732
  Cumulative foreign-exchange translation adjustment                        (308,367)                4,744
  Retained earnings (deficit)                                             (1,131,672)              181,118
                                                                         -----------           -----------
  Total Stockholders' Equity                                               5,298,273             4,967,331
                                                                         -----------           -----------
    Total Liabilities and Stockholders' Equity                           $ 8,629,487           $ 7,346,597
                                                                         ===========           ===========
</TABLE>
                                       16
<PAGE>
              NANO SUPPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)
                        CONSOLIDATED STATEMENTS OF INCOME
     SIX MONTHS ENDED DECEMBER 31, 2004 AND FISCAL YEAR ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                         December 31, 2004        June 30, 2004
                                                         -----------------        -------------
<S>                                                        <C>                    <C>
Sales, net                                                 $  2,627,984           $    645,571

Cost of sales                                                 2,625,749                278,994
                                                           ------------           ------------

     Gross profit                                                 2,235                366,577

General and administrative expenses                           1,311,408                 50,699
                                                           ------------           ------------

     Income (loss) from operations                           (1,309,173)               315,878
                                                           ------------           ------------
Other (Income) Expense
  Interest income                                                  (768)                   (23)
  Other income                                                   (3,046)                     0
  Interest expense                                               32,857                    277
  Minority interest                                             (25,426)                25,360
                                                           ------------           ------------

     Total Other (Income) Expense                                 3,617                 25,614
                                                           ------------           ------------

Income (loss) before income taxes                            (1,312,790)               290,264

Provision for income taxes                                            0                 83,000
                                                           ------------           ------------

     Net income (loss)                                     $ (1,312,790)          $    207,264
                                                           ============           ============

Net earnings (loss) per share (basic and diluted)
  Basic                                                    $      (0.05)          $       0.01
  Diluted                                                  $      (0.05)          $       0.01

Weighted average number of shares outstanding
  Basic                                                      29,018,326             14,016,995
  Diluted                                                    29,018,326             14,016,995
</TABLE>
                                       17
<PAGE>
              NANO SUPPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
     SIX MONTHS ENDED DECEMBER 31, 2004 AND FISCAL YEAR ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                                      December 31, 2004      June 30, 2004
                                                                      -----------------      -------------
<S>                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                                  $(1,312,790)          $   207,264

Adjustments to reconcile net income (loss) to
 net cash used in operating activities:
  Amortization                                                               50,866                 6,254
  Depreciation                                                              254,580                69,884
  Bad debt                                                                   38,854                     0
  Minority interest                                                         (25,426)               25,360
  Translation adjustment                                                    (72,877)                7,589
  Decrease (Increase) in accounts receivables                               (83,252)             (106,169)
  Decrease (Increase) in inventory                                          394,327              (685,163)
  Decrease (Increase) in other receivable                                  (133,515)                    0
  Decrease (Increase) in deposit                                            494,000              (510,556)
  Decrease (Increase) in other current assets                                25,200                29,577
  (Decrease) Increase in accounts payable and accrued expenses              (91,115)              507,534
                                                                        -----------           -----------
     Total Adjustments                                                      851,642              (655,690)
                                                                        -----------           -----------
     Net cash provided by (used in) operations                             (461,148)             (448,426)
                                                                        -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                               (2,127,339)               (8,403)
                                                                        -----------           -----------
     Net cash used in investing activities                               (2,127,339)               (8,403)
                                                                        -----------           -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Cash received in acquisition of subsidiary                                      0               785,821
  Loan from related party                                                 1,591,942                     0
  Payment of loan to related party                                       (1,497,822)              157,251
  Proceeds from issuance of debt                                          1,208,094               100,000
  Payment of debt                                                          (266,158)                    0
  Proceeds from sale of common stock                                      1,956,843                     0
                                                                        -----------           -----------
     Net cash provided by financing activities                            2,992,899             1,043,072
                                                                        -----------           -----------
     Net change in cash and cash equivalents                                404,412               586,243
                                                                        -----------           -----------
Cash and cash equivalents at beginning of year                              586,697                   454
                                                                        -----------           -----------
Cash and cash equivalents at end of year                                $   991,109           $   586,697
                                                                        ===========           ===========

Supplemental cash flows disclosures:
  Income tax payments                                                   $         0           $    20,462
                                                                        ===========           ===========
  Interest payments                                                     $    32,857           $    18,216
                                                                        ===========           ===========
  Issuance of stock for purchase of subsidiary                          $         0           $ 2,504,000
                                                                        ===========           ===========
</TABLE>
                                       18
<PAGE>
              NANO SUPPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     SIX MONTHS ENDED DECEMBER 31, 2004 AND FISCAL YEAR ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                          December 31, 2004        June 30, 2004
                                                          -----------------        -------------
<S>                                                           <C>                     <C>
Common stock
  Balance at beginning of year                                27,370,000              1,233,000
  Stock cancellation                                                   0             (1,000,000)
  Issuance of stock                                            4,972,000              2,504,000
  Stock split                                                          0             24,633,000
                                                            ------------           ------------
  Balance at end of year                                      32,342,000             27,370,000
                                                            ============           ============
Common stock, par value $.001
  Balance at beginning of year                              $      2,737           $        125
  Stock cancellation                                                   0                   (102)
  Issuance of stock                                                  497                    250
  Stock split                                                          0                  2,463
                                                            ------------           ------------
  Balance at end of year                                           3,234                  2,737
                                                            ============           ============
Additional paid in capital
  Balance at beginning of year                                 4,778,732                 24,175
  Issuance of stock                                            1,956,346              4,754,557
                                                            ------------           ------------
  Balance at end of year                                       6,735,078              4,778,732
                                                            ============           ============

Cumulative foreign-exchange translation adjustment
  Balance at beginning of year                                     4,744                      0
  Foreign currency translation                                  (313,111)                 4,744
                                                            ------------           ------------
  Balance at end of year                                        (308,367)                 4,744
                                                            ============           ============

Retained (deficits)
  Balance at beginning of year                                   181,118                (26,146)
  Net income (loss)                                           (1,312,790)               207,264
                                                            ------------           ------------
  Balance at end of year                                      (1,131,672)               181,118
                                                            ------------           ------------
Total stockholders' equity at end of year                   $  5,298,273           $  4,962,587
                                                            ============           ============
</TABLE>

                                       19
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       DECEMBER 31, 2004 AND JUNE 30, 2004


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.

     On May 26, 2004, Nano Superlattice  Technology,  Inc. - BVI became a wholly
     owned subsidiary of Nano  Superlattice  Technology,  Inc. through a reverse
     merger. 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.

     The Company, through its acquisition of Nano Superlattice Technology,  Inc.
     - BVI and  Nano  Superlattice  Technology,  Inc.  -  Taiwan,  is no  longer
     considered a development  stage  company,  as it was during the fiscal year
     ended June 30, 2003.

     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.

                                       20
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


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.

     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.

                                       21
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


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

     EXCHANGE GAIN (LOSS)

     As of  December  31,  2004 and  June 30,  2004,  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.

                                       22
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     TRANSLATION ADJUSTMENT
     As  of  December  31,  2004  and  June  30,  2004,  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".

     As of December 31, 2004 and June 30, 2004,  the exchange  rates between NTD
     and the USD was NTD$1=USD$0.03128 and NTD$1=USD$0.02967,  respectively. The
     weighted-average  rate of exchange  between NTD and USD as of December  31,
     2004  and  June  30,  2004  was  NTD$1=USD$0.02996  and  NTD$1=USD$0.02962,
     repectively.  Total  translation  adjustment  recognized as of December 31,
     2004 and June 30, 2004 is ($308,367) and $4,744, 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.

                                       23
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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, 2004 and June 30, 2004,
     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.

     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.

                                       24
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE B - SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES  (CONTINUED)

     IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
     The Company  adopted the  provision  of FASB No. 121,  "Accounting  for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
     of".  This   statement   requires  that   long-lived   assets  and  certain
     identifiable  intangibles  be reviewed for  impairment  whenever  events or
     changes in circumstances  indicate that the carrying amount of an asset may
     not be  recoverable.  Recoverability  of  assets  to be  held  and  used is
     measured by a comparison  of the carrying  amount of an asset to future net
     cash  flows  expected  to be  generated  by the asset.  If such  assets are
     considered to be impaired,  the  impairment to be recognized is measured by
     the amount by which the  carrying  amounts  of the  assets  exceed the fair
     values of the assets.  In assessing the  impairment  of these  identifiable
     intangible  assets,  identifiable  goodwill will be allocated on a pro rata
     basis using fair values of the assets at the original  acquisition date. In
     estimating  expected future cash flows for determining  whether an asset is
     impaired  and if expected  future cash flows are used in  measuring  assets
     that are  impaired,  assets  will be grouped at the  lowest  level  (entity
     level)  for which  there  are  identifiable  cash  flows  that are  largely
     independent  of the cash  flows of other  groups  of  assets.  Assets to be
     disposed of are reported at the lower of the carrying  amount or fair value
     less costs to sell. In recording an impairment  loss, any related  goodwill
     would be  reduced  to zero  before  reducing  the  carrying  amount  of any
     identified impaired asset.

     For  goodwill not  identifiable  with an impaired  asset,  the Company will
     establish  benchmarks at the lowest lever  (entity  level) as its method of
     assessing impairment. In measuring impairment, unidentifiable goodwill will
     be  considered  impaired if the fair value at the lowest level is less than
     its carrying  amount.  The fair value of  unidentifiable  goodwill  will be
     determined by subtracting the fair value of the recognized net asset at the
     lowest level  (excluding  goodwill) from the value at the lowest level. The
     amount of the impairment loss should be equal to the difference between the
     carrying  amount of goodwill and the fair value of  goodwill.  In the event
     that impairment is recognized, appropriate disclosures would be made.

     NEW ACCOUNTING PRONOUNCEMENTS
     In January 2003, The Financial  Accounting  Standards Board ("FASB") issued
     FASB  Interpretation No. 46,  "Consolidation of Variable Interest Entities"
     ("FIN46").  This  interpretation  of Accounting  Research  Bulletin No. 51,
     requires  companies to consolidate the operations of all variable  interest
     entities  ("VIE's")  for which they are the primary  beneficiary.  The term
     "primary  beneficiary" is defined as the entity that will absorb a majority
     of expected losses, receive a majority of the expected residual returns, or
     both.   This   interpretation   was  later   revised  by  the  issuance  of
     Interpretation  No.  46R  ("FIN46R").  The  revision  was issued to address
     certain  implementation  issues that had arisen  since the  issuance of the
     original  interpretation and to provide companies with the ability to defer
     the adoption of FIN46 to period after March 15, 2004. The implementation of
     FIN46  and  FIN46R,  had no  material  impact  on the  Company's  financial
     statements.

                                       25
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     On July 16, 2004 the FASB ratified the Emerging  Issues Task Force ("EITF")
     consensus of Issue 02-14,  "Whether the Equity Method of Accounting Applies
     when an Investor Does Not Have an Investment in Voting Stock of an Investee
     but Exercises  Significant  Influence  through Other Means" ("EITF 02-14").
     The consensus  concluded that an investor should apply the equity method of
     accounting  when it can  exercise  significant  influence  over  an  entity
     through  a means  other  than  holding  voting  rights.  The  consensus  is
     effective  for  reporting  periods  beginning  after  September  2004.  The
     adoption  of EITF  02-14 did not have a  material  impact on the  Company's
     financial statements.

     On  December  16,  2004,  the FASB  issued  SFAS No.  123  (revised  2004),
     "Share-Based   Payment"  ("SFAS  123R"),   which  replaces  SFAS  No.  123,
     "Accounting for Stock-Based  Compensation"  ("SFAS 123") and supercedes APB
     Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees."  SFAS 123R
     requires  all  share-based  payments  to  employees,  including  grants  of
     employee stock options, to be recognized in the financial  statements based
     on their fair values,  beginning  with the first  interim or annual  period
     after June 15, 2005. The pro forma disclosures  previously  permitted under
     SFAS  123  no  longer  will  be  an  alternative  to  financial   statement
     recognition. The Company is required to adopt SFAS 123R in its three months
     ending  September 30, 2005. Under SFAS 123R, The Company must determine the
     appropriate fair value model to be used for valuing  share-based  payments,
     the amortization  method for compensation cost and the transition method to
     be used at date of adoption. The transition methods include prospective and
     retroactive adoption options.  Under the retroactive options, prior periods
     may be restated  either as of the  beginning of the year of adoption or for
     all periods  presented.  The prospective  method requires that compensation
     expense be recorded for all unvested stock options and restricted  stock at
     the  beginning  of the first  quarter of adoption  of SFAS 123R,  while the
     retroactive  methods  would  record  compensation  expense for all unvested
     stock  options  and  restricted  stock  beginning  with  the  first  period
     restated.  The Company is evaluating the  requirements  of SFAS 123, and it
     expects that the adoption of SFAS 123R will have no material  impact on the
     Company's financial statements.

     In September  2004, the EITF Issue No. 04-08,  "The Effect of  Contingently
     Convertible  Debt on Diluted Earnings per Share." ("EITF 04-08") was issued
     stating that  contingently  convertible  debt should be included in diluted
     earnings  per share  computations  regardless  of whether the market  price
     trigger has been met. EIFT 04-08 is effective for reporting  periods ending
     after  December  15, 2004.  EITF 04-08 will have no material  impact on the
     Company's financial statements.

                                       26
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE C - EXCHANGE AGREEMENT

     On May 26, 2004, Nano Superlattice  Technology,  Inc. - BVI became a wholly
     owned subsidiary of Nano Superlattice Technology,  Inc. through an Exchange
     Agreement.  Nano Superlattice  Technology,  Inc. acquired all of the issued
     and outstanding capital stock of Nano Superlattice  Technology,  Inc. - BVI
     pursuant to the  Exchange  Agreement  by issuing  2,504,000  shares of Nano
     Superlattice Technology, Inc.

     In  connection  with the  exchange  and change in  control  the name of the
     Company was  changed  from Wigwam  Development,  Inc. to Nano  Superlattice
     Technology, Inc. and the officers and directors of Wigwam Development, Inc.
     resigned and new officers and directors were appointed.

NOTE D - STOCK PURCHASE BUSINESS COMBINATION

      On June 2, 2004, the Company  completed the purchase of Nano  Superlattice
      Technology,  Inc. - Taiwan, a developer and producer of nano-scale coating
      technology to be applied to various  mechanical  tools and metal  surfaces
      for sales to  manufacturers  specifically in the computer,  mechanical and
      molding industries, by acquiring approximately ninety-two percent (92%) of
      the  outstanding  capital stock of Nano  Superlattice  Technology,  Inc. -
      Taiwan in exchange for $4,656,357. The acquisition was accounted for using
      the purchase  method of accounting  and,  accordingly,  Nano  Superlattice
      Technology,  Inc. - Taiwan's  results of operations  have been included in
      the consolidated financial statements since the date of acquisition.

NOTE E -CASH

      The Company  maintains  its cash  balances at various  banks in Taiwan and
      Hong Kong.  All  balances  are  insured by the Central  Deposit  Insurance
      Corporation  (CDIC).  As of December 31, 2004 and June 30, 2004 there were
      no uninsured portions of the balances held at the bank.

NOTE F - FIXED ASSETS
     Fixed assets consist of the following:

                                          12/31/2004            6/30/2004
                                          ----------            ---------
           Machinery and equipment       $ 6,381,286           $ 4,453,862
           Furniture and fixtures            226,539               146,124
                                         -----------           -----------

                                         $ 6,607,825           $ 4,599,986

           Accumulated depreciation         (794,004)             (488,558)
                                         -----------           -----------

                                         $ 5,813,821           $ 4,111,428
                                         ===========           ===========

NOTE G - COMMITTMENTS

     The Company  leases three office  facilities  under  operating  leases that
     terminate on various dates.  Rental  expense for these leases  consisted of
     $33,435 and $13,482 for December 31, 2004 and June 30, 2004,  respectively.
     The Company has future minimum lease obligations as follows:

           2005           $ 66,539
           2006             11,716
                          --------
           Total          $ 78,255
                          ========

                                       27
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE H- LONG-TERM INVESTMENT

     In August 2003,  the Company  purchased  approximately  forty-five  percent
     (45%) of Chen-Kun-Tai  Co. for $133,515.  Chen-Kun-Tai  Co. is not publicly
     traded  or listed  and has not had any  activity  since  August  2003.  The
     Company  returned the shares to the  Chen-Kun-Tai Co. on August 23, 2004 in
     exchange  for the return of its  original  investment.  As of December  31,
     2004, the amount had not been repaid.

NOTE I - COMPENSATED ABSENCES

     Employees earn annual vacation leave at the rate of seven (7) days per year
     for the first three years. Upon completion of the third year of employment,
     employees earn annual vacation leave at the rate of ten (10) days per year.
     At  termination,  employees are paid for any  accumulated  annual  vacation
     leave. As of December 31, 2004 vacation  liability  exists in the amount of
     $4,226.

NOTE J - INCOME TAXES

     Total Federal and State income tax expense for the years ended December 31,
     2004 and June 30, 2004  amounted to $0. For the years  ended  December  31,
     2004  and  June  30,  2004,  there is no  difference  between  the  federal
     statutory tax rate and the effective tax rate.

     The following is a reconciliation of income tax expense:

     December 31, 2004     U.S.        State        International        Total
                         -------      -------       -------------       -------
     Current             $     0      $     0          $     0          $     0
     Deferred                  0            0                0                0
                         -------      -------          -------          -------
          Total          $     0      $     0          $     0          $     0
                         =======      =======          =======          =======

     June 30, 2004         U.S.        State        International        Total
                         -------      -------       -------------       -------
     Current             $     0      $     0          $20,496          $20,496
     Deferred                  0            0                0                0
                         -------      -------          -------          -------
          Total          $     0      $     0          $20,496          $20,496
                         =======      =======          =======          =======

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

                                           December 31, 2004       June 30, 2004
                                           -----------------       -------------
     Federal statutory tax rate                    33%                   33%
     State, net of federal benefit                  0%                    0%
                                                 ----                  ----

     Effective tax rate                            33%                   33%
                                                 ====                  ====

                                       28
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE K - DEBT

     At December  31, 2004,  the Company had notes  payable  outstanding  in the
     aggregate amount of $1,672,079. Payable as follows:

         Notes payable to a bank in Taiwan,
         interest at 6.10% per annum, due by
         January 10, 2005                                             $   76,493

         Notes payable to a bank in Taiwan,
         interest at 5.30% per annum, due by
         January 19, 2005                                                506,000

         Notes payable to a bank in Taiwan,
         interest at 3.76% per annum, due by
         March 31, 2005                                                  156,400

         Notes payable to a bank in Taiwan,
         interest at 7.53% per annum, due by
         November 4, 2005                                                 28,559

         Note payable to a bank in Taiwan,
         interest at 7.47% per annum, due on
         November 4, 2005                                                404,034

         Notes payable to a bank in Taiwan,
         interest at 5% per annum, due by
         April 30, 2007                                                  247,278

         Notes payable to a bank in Taiwan,
         interest at 6.3% per annum, due by
         November 10, 2008                                               177,139

         Notes payable to a bank in Taiwan,
         interest at 7% per annum, due by
         November 11, 2008                                                76,176
                                                                      ----------

                                                                       1,672,079

                 Current portion                                      $1,082,817
                                                                      ----------

                 Long-term portion                                    $  589,262
                                                                      ==========

                                       29
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004


NOTE L - 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,
          2004, the Company has a non interest-bearing  loan from Huan Tzu Hsai,
          a member of the board,  in the amount of $251,371.  Mrs. Hsai has also
          personally  guaranteed  all of the notes payable of the Company in the
          amount of $1,672,079.

NOTE M - 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 N - COMMON STOCK

     On November 30, 2004, the Company issued  4,972,000 shares of the Company's
     common stock for $1,956,843.

                                       30
<PAGE>
               NANO SUPERLATTICE TECHNOLOGY, INC. AND SUBSIDIARIES
                       (FORMERLY WIGWAM DEVELOPMENT, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                       DECEMBER 31, 2004 AND JUNE 30, 2004

NOTE O - TRANSITION REPORTS

     In  accordance  to  Regulation  13A-10,  the  following  table  present the
     statements  of income for the six months  ended  December 31, 2004 and 2003
     for the Company,  due to the change in the fiscal year ended from June 30th
     to December 31st.

<TABLE>
<CAPTION>
                                                              Six months ended       Six months ended
                                                              December 31, 2004      December 31, 2003
                                                              -----------------      -----------------
                                                                   (Audited)           (Unaudited)
<S>                                                             <C>                    <C>
     Sales, net                                                 $  2,627,984           $  1,998,311

     Cost of sales                                                 2,625,749              2,352,576
                                                                ------------           ------------

           Gross profit                                                2,235               (354,265)

     General and administrative expenses                           1,311,408                408,728
                                                                ------------           ------------

           Income (loss) from operations                          (1,309,173)              (762,993)
                                                                ------------           ------------

     Other (Income) Expense
       Interest income                                                  (768)                  (102)
       Other income                                                   (3,046)               (17,398)
       Interest expense                                               32,857                  3,032
       Minority interest                                             (25,426)                     0
                                                                ------------           ------------

           Total Other (Income) Expense                                3,617                (14,468)
                                                                ------------           ------------

           Income (loss) before income taxes                      (1,312,790)              (748,525)

     Provison for income taxes                                             0                  4,741
                                                                ------------           ------------

           Net income (loss)                                    $ (1,312,790)          $   (753,266)
                                                                ============           ============

     Net earnings (loss) per share (basic and diluted)
       Basic                                                    $      (0.05)          $      (0.61)

       Diluted                                                  $      (0.05)          $      (0.61)

     Weighted average number of shares outstanding
       Basic                                                      29,018,326              1,233,000

       Diluted                                                    29,018,326              1,233,000
</TABLE>
                                       31
<PAGE>
NOTE P - RESULTS OF OPERATIONS

     The  following  table  presents  the  unaudited   pro-forma   statement  of
     operations for Nano Superlattice  Technology,  Inc. - Taiwan, the operating
     company,  for the  periods  of  January 1, 2004 to  December  31,  2004 and
     January 1, 2003 to December 31, 2003.  The pro-forma  table is presented to
     provide a more  comparable  statement of operations  for the Company due to
     the change in the fiscal year end from June 30th to December 31st.

                                              Pro-forma             Pro-forma
                                            for the twelve        for the twelve
                                               months                months
                                               ended                 ended
                                             December 31,          December 31,
                                                2004                  2003
                                             -----------           -----------
                                              Unaudited             Unaudited

     NET SALES                                 6,384,468             4,528,144

     COST OF SALES                             5,171,524             3,833,214
                                             -----------           -----------

     GROSS PROFIT                              1,212,945               694,931
                                             -----------           -----------
     OPERATING EXPENSES:
     Selling, general and administrative       1,295,095               647,365
                                             -----------           -----------
     Total operating expenses                  1,295,095               647,365
                                             -----------           -----------

     Operating income (loss)                     (82,150)               47,566
                                             -----------           -----------

     OTHER INCOME (EXPENSE)                     (496,039)               17,345

     INTEREST EXPENSE                            (30,844)               (3,005)
                                             -----------           -----------

     Income (loss) before  benefit for
     income taxes                               (609,033)               61,906
                                             -----------           -----------

     BENEFIT (PROVISION) FOR INCOME TAXES             (0)              (15,407)
                                             -----------           -----------

     NET INET INCOME (LOSS)                  $  (609,033)          $    46,499
                                             -----------           -----------

                                       32
<PAGE>
ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

     None.

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  such that the material  information  required to be
included in our Securities and Exchange  Commission ("SEC") reports is recorded,
processed,  summarized  and reported  within the time  periods  specified in SEC
rules  and  forms   relating  to  the  Company,   including  our   consolidating
subsidiaries,  and was  made  known to them by  others  within  those  entities,
particularly during the period when this report was being prepared.

     Additionally,  there were no significant  changes in the Company's internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent  to the  Evaluation  Date.  We have not  identified  any  significant
deficiencies  or material  weaknesses  in our internal  controls,  and therefore
there were no corrective actions taken.

ITEM 8B. OTHER INFORMATION

     On March 31, 2005,  the Company filed a late Current Report on Form 8-K for
the following unregistered sale of equity securities:

     On November 30, 2004,  the Company  entered  into  definitive  subscription
agreements for the private  offering of an aggregate of 4,971,000  shares of its
common  stock to  individual  investors  for  proceeds  of  approximately  $1.96
million.  No sales  commissions were paid in connection with such  transactions.
These  shares were  issued in  reliance  upon the  exemption  from  registration
afforded  by  Section  4(2)  of the  Securities  Act of  1933,  as  amended  and
Regulation  D and  Regulation  S  promulgated  thereunder.  The  Company  claims
exemption from  registration of the Shares and in doing so has relied on certain
representations  and  warranties  made  by the  investors  in  their  respective
subscription  agreements  that  they  are  accredited  investors  and/or  non-US
Persons.

                                       33
<PAGE>
                                    PART III

ITEM 9. DIRECTORS AND OFFICERS

     Set forth below are the names of the directors,  executive officers and key
employees of the Company as of April 7, 2005:


      Name                   Age                      Title
      ----                   ---                      -----
Alice Tzu-Shia Hwang         50      President and Chairman of the Board of
                                     Directors

Yu-Chien Cheng               54      Director and Chief Supervisor of Technology

Chien-Fang Wang              52      Director and Vice President

Kevin Chung-Chieh Lin (1)    44      Director

Yun-Chun Tseng (1)           43      Director

Tzu-Sheng Su (1)             43      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
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.

                                       34
<PAGE>
     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 six months ended December
31, 2004,  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 except that Alice  Tzu-Shia  Hwang and
Tzu-Sheng Su each failed to file a Form 4 to report one transaction  relating to
the  acquisition  of shares of the  Company's  common stock on November 30, 2004
pursuant to a private placement of the Company's common stock.

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,  during each
of the Company's last three fiscal years to each named executive officer.

<TABLE>
<CAPTION>
                                                                 Long Term Compensation
                                        Annual Compensation             Awards
                                  ------------------------------  --------------------
                                                                  Restricted
    Name/Principal     Fiscal                                       Stock        Stock    All Other
     Position           Year      Salary($)   Bonus($)   Other($)   Award($)    Options    Comp.($)
     --------           ----      ---------   --------   --------   --------    -------    --------
<S>                     <C>        <C>         <C>       <C>        <C>         <C>        <C>
Alice Tzu-Shia Hwang    2004*      17,976       --         --          --         --         --
President               2004**     35,200       --         --          --         --         --
                        2003           --       --         --          --         --         --
                        2002           --       --         --          --         --         --
</TABLE>

----------
*    Amounts shown are for the six month period ended December 31, 2004.
**   Amount shown in for the year ended June 30, 2004

                                       35
<PAGE>
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 does not have any agreements with its executive officers.

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  Transition  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.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

     The following  table sets forth as of April 7, 2005 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.

                                       36
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Throughout  the  history of the  Company,  certain  members of the Board of
Directors  and  management  have made loans to the  Company  to cover  operating
expenses or operating  deficiencies.  During the six month period ended December
31, 2004,  Alice  Tzu-Shia  Hwang,  the  Company's  President  made loans to the
Company to  purchase  items for the  Company's  business  and for other  general
working  capital  purposes.   As  of  December  31,  2004,  the  Company  has  a
non-interest bearing loan from Ms. Hwang in the amount of $251,371.

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).

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).

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).

                                       37
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Our  principal  independent  auditor  during the fiscal year ended June 30,
2004 and six month period ended December 31, 2004 was Lichter,  Yu & Associates.
During fiscal years ended 2003, our principal independent auditor was Armando C.
Ibarra, a Professional Corporation.  The following are the services provided and
the amount billed:

AUDIT FEES

     The  aggregate  fees billed by Lichter,  Yu & Associates  for  professional
services rendered for the audit of the Company's annual financial statements for
the six month period ended December 31, 2004 and for the review of the financial
statements  included  in the  Company's  Quarterly  Report  on Form  10-QSB  for
September  31,  2004 was $45,000 and for the fiscal year ended June 30, 2004 was
$37,500.

     The aggregate fees billed by Armando C. Ibarra, a Professional Corporation,
for  professional  services  rendered  for the  audit  of the  Company's  annual
financial  statements for the fiscal year ended June 30, 2003 and for the review
of the financial  statements included in the Company's Quarterly Reports on Form
10-QSB for the fiscal year ended June 30, 2003 and 2004 was $6,000.

AUDIT RELATED FEES

     Other  than the fees  described  under  the  caption  "Audit  Fees"  above,
Lichter,  Yu &  Associates  did not bill any fees for  services  rendered  to us
during the six month  period  ended  December  31, 2004 or the fiscal year ended
June 30, 2004 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, Armando
C.  Ibarra,  a  Professional  Corporation,  did not bill  any fees for  services
rendered to us during  fiscal year ended June 30, 2004 or 2003 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 Lichter,  Yu & Associates for tax services
during the six month  period  ended  December 31, 2004 was $0 and for the fiscal
year ended June 30,  2004 was  $3,000.  There were no fees  billed by Armando C.
Ibarra,  a Professional  Corporation,  for tax services  during the fiscal years
ended June 30, 2004 and 2003.

ALL OTHER FEES

     No other fees were billed by Lichter, Yu & Associates or Armando C. Ibarra,
a Professional  Corporation  for the six month period ended December 31, 2004 or
the years ended June 30, 2004 and 2003.

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.

     None of the services performed by Armando C. Ibarra above were pre-approved
by our Audit  Committee,  as our current Board was not in control of the Company
prior to May 26, 2004. Our Board  pre-approved all of the professional  services
to be provided by Lichter,  Yu & Associates in connection  with its audit of our
financial  statements and the other professional  services it will provide to us
during the fiscal year ended June 30, 2005. In the future all such  professional
services will be pre-approved by our Audit Committee.

                                       38
<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: April 14, 2005         By:  /s/ Alice Tzu-Shia Hwang
                                 -----------------------------------------
                              Name:  Alice Tzu-Shia Hwang
                              Title: President and Chairman of the Board
                                     (Principal Executive Officer)


Date: April 14, 2005         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>
          Name                               Title                               Date
          ----                               -----                               ----
<S>                               <C>                                       <C>
/s/ Alice Tzu-Shia Hwang           President and Chairman of the Board       April 14, 2005
------------------------------     (Principal Executive Officer)
Alice Tzu-Shia Hwang


/s/ Yu-Chien Chang                 Chief Inspector and Director              April 14, 2005
------------------------------
Yu-Chien Cheng


/s/ Chien-Fang Wang                Vice President and Director               April 14, 2005
------------------------------     (Principal Financial Officer)
Chien-Fang Wang


/s/ Kevin Chung-Chieh Lu           Director                                  April 14, 2005
------------------------------
Kevin Chung-Chieh Lin


/s/ Yun-Chun Tseng                 Director                                  April 14, 2005
------------------------------
Yun-Chun Tseng


/s/ Tzu-Sheng Su                   Director                                  April 14, 2005
------------------------------
Tzu-Sheng Su
</TABLE>

                                       39
<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).

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).