UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



|[X] | Annual
    report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ----------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019;

or



|[  ] | Transition
    report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|---- | --------------------------------------------------------------------------------------



For
the transition period from _____________ to _____________



COMMISSION
FILE NO. 1-11602



Nano
Magic Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                     |  | 47-1598792                              
|---------------------------- |  | ----------------------------------------
|(State
    of Incorporation) |  | (IRS
    Employer Identification Number)



750
Denison Court, Bloomfield Hills, MI 48302

(Address
of principal executive office, including Zip Code)



Registrant’s
telephone number, including area code: (844) 273-6462



Securities
registered pursuant to Section 12(b) of the Exchange Act:



|Title
    of each class                     |  | Trading
    Symbol |  | Name
    of Each Exchange on Which Registered
|------------------------------------------- |  | ------------------ |  | ---------------------------------------------
|Class
    A Common Stock, $0.0001 par value |  | NMGX               |  | OTC
    Markets                              



Securities
registered pursuant to Section 12(g) of the Exchange Act: None



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



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



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    Accelerated Filer [  ] | Accelerated
    Filer [  ]       
|-------------------------------- | ---------------------------------
|Non-accelerated
    Filer [  ]   | Smaller
    Reporting Company [X]
|                                 | Emerging
    Growth Company [  ] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report. [  ]



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



The
aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the closing price of the Class
A Common Stock on the OTCQB system on June 30, 2019 of $1.25, was approximately $1,125,970.



As
of April 20, 2020, the registrant had 7,199,941 shares of Class A Common Stock issued and outstanding.



Documents
Incorporated by Reference: No documents are incorporated by reference into this annual report on Form 10-K.


















EXPLANATORY
NOTE



Reason
for this Amendment



This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31,
2019 of Nano Magic Inc. (the “Company”), as originally filed (the “Original Filing”) with the U.S. Securities
and Exchange Commission (the “SEC”) on May 14, 2020. This Amendment is being filed in order to supplement the
Original Filing with the following disclosure pertaining to the Company’s reliance on the SEC Order issued March 25, 2020
(Release No. 34-88465) (the “Order”) pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which granted exemptive relief from certain provisions of the Exchange Act and rules promulgated
thereunder.



This
Amendment provides the disclosure below in accordance with the Order, which was inadvertently omitted from the Original Filing.



Reliance
on SEC Relief from Filing Requirements



The
Company filed the Original Filing within the timeframe permitted by the Order. On March 30, 2020, the Company filed a Current
Report on Form 8-K pursuant to which it (i) stated that it was relying on the Order; (ii) provided a brief description
of the impact of the COVID-19 pandemic and related government restrictions on its operations, specifically with respect to the
preparation of the Company’s Annual Report on Form 10-K, and indicated that it would not file its Annual Report on
Form 10-K on a timely basis; and indicated it expected to file by April 28, 2020. On April 28, 2020 the Company filed a Current
Report on Form 8-K pursuant to which it (i) stated that it was relying on the Order; (ii) provided a brief description
of the impact of the COVID-19 pandemic and related government restrictions on its operations, specifically with respect to the
preparation of the Company’s Annual Report on Form 10-K, and indicated that it would not file its Annual Report on
Form 10-K on a timely basis; and (iii) indicated that it would file the Annual Report on Form 10-K by May 14, 2020.



The
COVID-19 pandemic and related government restrictions have impacted the Company’s business and continue to cause risk to
the Company’s performance. As the Company indicated in the Original Filing, these factors have affected its business operations
and those of its vendors and customers. Logistics for shipping and receiving supplies and shipping the Company’s products
have also been affected.



Apart
from the disruption that continues to impact all manufacturing businesses, some of the raw materials and bottles used to produce
the Company’s liquid products, including the new surface product described in the Original Filing, are used to produce hand
sanitizer and other cleaning products that are currently in high demand. As a result, some of the Company’s raw materials
and packaging have become harder to find due to the COVID-19 pandemic. If shortages continue, the Company may not be able to obtain
adequate supply. Moreover, when the material is available, the price may be substantially higher which would likely adversely
impact the Company’s profit margin even if it could implement some price increases.



Whether
these effects on businesses and the Company’s customers generally, and on the Company’s business in particular, will
continue, whether the effects noted will change with a continuation of government restrictions or changes in government restrictions
over time, or from other effects of the COVID-19 pandemic is unknown.



These
and other factors, such as government restrictions that required the Company’s employees, including key members of management,
to work remotely, caused the Company to be unable to file a timely report without unreasonable effort or expense. The Company
relied on the Order in furnishing the Current Reports on Form 8-K on March 30, 2020 and April 28, 2020, respectively,
by the filing deadline for the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.



In
connection with the Amendment, pursuant to Rules 12b-15 and 13a-14 under the Exchange Act, the Company has provided amended disclosure
under Part IV, Item 15 to include currently dated certifications from the Company’s principal executive officer and
principal financial officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and
the Company has not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should
be read in conjunction with the Original Filing and with the Company’s other SEC filings made subsequent to the filing of
the Original Filing.













PART
IV



Item
15. Exhibits and Financial Statement Schedules



Part
IV of our Original Filing is hereby amended solely to add the following Exhibits required to be filed in connection with this
Amendment.



|Exhibit
    No. |  | Description                                                                                                                                    
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|31.1*           |  | Certification of Tom J. Berman, President & Chief Executive Officer of the Registrant, pursuant to 17 CFR 240-13a-14(a) or 17 CFR 240-15d-14(a)
|31.2*           |  | Certification of Leandro Vera, Chief Financial Officer of the Registrant, pursuant to 17 CFR 240-13a-14(a) or 17 CFR 240-15d-14(a)             



*Filed
herewith











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   | Nano
    Magic Inc.
|------------------ | -------------------
|                   | (Registrant)       
|                   |                    
|Date:
May 15, 2020 | By:                
|                   |