UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 or0R 15 (dD) ofOF ~~The Securities Exchange Act of 1934~~THE

~~November~~SECURITIES 1,EXCHANGE ~~2011~~ACT OF 1934

Date of Report (Date of earliest event reported) May 22, 2012

Shrink Nanotechnologies, Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation)

(Exact name of registrant as specified in its charter)


000-52860		20-2197964
(Commission File Number)		(IRS Employer Identification No.)

Delaware (State or other jurisdiction of Incorporation)	333-138083 (Commission File Number)	20-2197964 (IRS Employer Identification Number)
7020 Belcrest Drive, Plano, TX		75024
	4100 Cali2 Bldg Irvine, CA 92697-2800 (Address of principal executive offices)
(Address of Principal Executive Offices)		(Zip Code)
	(760) 804-8844 (Issuer’s Telephone Number)
________________________________________________________ (Former name and former address, if changed since last report)

~~Check~~(972) ~~the appropriate box below if the Form 8~~342-K0982 ~~filing~~Registrant’s istelephone ~~intended~~number, toincluding ~~simultaneously~~area ~~satisfy the filing obligation of the registrant under any of the following provisions:~~code

.Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

. ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

.Written ~~Pre-commencement~~ communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

. ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Section~~Soliciting 5material –pursuant ~~Corporate~~to ~~Governance~~Rule ~~and~~14a-12 ~~Management~~under the Exchange Act (17 CFR 240.14a-12)

~~Item 5~~ .~~02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

OnPre-commencement ~~November~~communications 1,pursuant ~~2011,~~to ~~Mr.~~Rule ~~Heinrich Dreismann resigned from his position as Director of Shrink Nanotechnologies, Inc.~~ 14d-2(~~the “Company”~~b). ~~Mr.~~under ~~Dreismann’s resignation was not because of any disagreement with~~ the ~~Company~~Exchange ~~relating~~Act to(17 ~~the~~CFR ~~Company’s operations, policies or practices~~240.14d-2(b))

~~On November 29, 2011, Mr~~ . James B. Panther, II resigned from his position as Director of the Company. Mr. Panther’s resignation was not because of any disagreement with the Company relating to the Company’s operations, policies or practices.

OnPre-commencement ~~November~~communications ~~30,~~pursuant ~~2011,~~to ~~Mr.~~Rule ~~Victor~~13e-4(c) ~~Hollander~~under ~~and Mr. Marshall Khine resigned from their respective positions as Directors of~~ the ~~Company.~~Exchange ~~Mr.~~Act ~~Hollander~~(17 ~~and~~CFR Mr240. ~~Khine’s resignations were not because of any disagreements with the Company relating to the Company’s operations, policies or practices.~~13e-4(c))

OnItem ~~November 30, 2011, the Company’s Board of Directors (the “Board”) appointed Mr~~4.01 ~~Darren~~Change ~~Miles~~in ~~as the Company~~Registrant’s ~~President~~Certifying ~~and Mr~~Accountant. Luis J. Leung as the Company’s Secretary, Treasurer and Director. The Company and Mr. Miles and Mr. Leung currently maintain no material plans, contracts or arrangements relating to their respective positions with the Company or related compensation.

On ~~December~~May 122, ~~2011~~2012, ~~Mr.~~the ~~Mark~~Peterson L.Sullivan ~~Baum~~LLP, ~~Esq.~~the Company’s independent registered public accounting firm, resigned. The ~~from~~report ~~his~~of ~~position~~Peterson asSullivan ~~Chief~~LLP ~~Executive~~on ~~Officer~~the ~~and~~Company’s ~~Director~~financial statements as of and for the ~~Company.~~year ~~Mr.~~ended ~~Baum’s~~December ~~resignation~~31, 2011 dated May 15, 2012, contained no adverse opinion or disclaimer of opinion and was not ~~because~~qualified ofor modified as to any ~~disagreement~~uncertainty, ~~with~~audit ~~the~~scope ~~Company~~or ~~relating~~accounting toprinciple except that there was an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ~~operations,~~ability ~~policies~~to orcontinue ~~practices.~~as a going concern.

~~Darren~~During ~~Miles~~the Company’s two most recent fiscal years, ~~President~~and the subsequent interim period preceding the resignation on May 22, 2012, there were no disagreements between the Company and Peterson Sullivan LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Peterson Sullivan LLP, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports.

~~Mr.~~The ~~Darren~~Company ~~Miles~~has isprovided Peterson ~~our~~Sullivan ~~President.~~LLP ~~Mr.~~with ~~Miles~~a iscopy ~~embedded~~of ~~within~~ the ~~banking~~foregoing ~~and capital formation arena~~disclosure, ~~most~~and ~~specifically~~requested ~~for~~that ~~energy~~Peterson ~~projects. He~~Sullivan isLLP afurnish ~~turnaround~~the ~~specialist,~~Company ~~having acted as CFO for multiple public and private companies~~ with ~~revenues in excess of $100M. In 2009, he was retained by Titan Global Holdings, Inc.,~~ a ~~public~~letter ~~company,~~addressed asto ~~CFO~~the inSecurities ~~connection with its restructure~~ and ~~refinance. In~~Exchange ~~2006~~Commission ~~through~~stating ~~2009,~~whether ~~Mr.~~or ~~Miles~~not ~~worked~~it ~~with~~agrees ~~an alternative energy company as CFO, and assisted~~ with asuch ~~reverse-merger and corresponding $60M capital raise~~disclosure. He A ~~has~~copy ~~been responsible for accounting practices, public filings, negotiation~~ of ~~closing~~the ~~documents,~~letter ~~financial~~from ~~road~~Peterson ~~shows,~~Sullivan ~~and~~LLP ~~raising~~addressed ~~both debt and equity capital for multiple companies. From 2003~~ to ~~2006~~the ~~Mr.~~Securities ~~Miles~~and ~~served~~Exchange asCommission adated ~~partner~~May ~~in a middle market investment banking firm specializing in recapitalizations~~29, ~~acquisitions,~~2012 ~~sales,~~is ~~and~~filed ~~capital market funds sourcing From 2003 to 2004 he served~~ as ~~CEO and Director of Fresh America Corporation, a public company, where he directed a turnaround effort for a $200M revenue nationwide produce distributor with~~ an ~~initial~~Exhibit ~~staff of 600~~16.1 ~~From 2001~~ to ~~2002~~this ~~Mr.~~Form ~~Miles was CFO and COO for Primesource Foodservice Equipment, where he directed a $180M revenue company turnaround project, including post~~8-~~bankruptcy structure and transitions~~K. ~~Mr. Miles holds a B.S. in accounting from Murray State University.~~

~~Luis~~On ~~Leung~~May 25, ~~Secretary~~2012, ~~Treasurer~~the ~~and~~Company ~~Director~~engaged Drake & Klein CPAs as its independent registered public accounting firm to audit the Company’s consolidated financial statements. The Company did not, during its two most recent fiscal years or in any subsequent interim period prior to engaging that registered public accounting firm, consult with Drake & Klein CPAs regarding:

~~Mr.~~(i) ~~Leung~~the isapplication ~~our Secretary, Treasurer and sole member~~ of ~~our~~accounting ~~Board.~~principles ~~Mr.~~to ~~Leung~~a ~~began~~specified ~~his career in São Paulo~~transaction, ~~Brazil~~either incompleted ~~1988~~or ~~with~~proposed; ~~Smar~~or ~~Equipamentos Industrias Ltd as a Research and Development Software Engineer. In 1991 he was helped establish~~ the ~~company’s~~type ~~operations~~of inaudit ~~the~~opinion ~~United~~that ~~States~~might ~~and~~be ~~was~~rendered ~~promoted~~on ~~to CIO and Comptroller. From 1994 to 1997 Mr. Leung helped structure operations and systems for~~ the ~~company~~Company’s ~~headquarters~~consolidated asfinancial ~~well~~statements aswhereby ~~for its subsidiaries in Germany, France and Singapore. In 2004, Mr. Leung co-founded Scitus Corporation,~~ a ~~Microsoft~~written ~~VAR~~report ~~and~~was ~~ISV,~~provided ~~and~~to the ~~Alba~~Company ~~Spectrum~~or ~~Group~~oral aadvice ~~consulting~~was ~~company.~~provided ~~The~~that ~~Alba~~Drake ~~Spectrum~~& ~~Group~~Klein ~~has~~CPAs ~~operations~~concluded in Chicago, Houston and São Paulo, Brazil. Its line of products includes Microsoft, SAP and Oracle. In 2001, Mr. Leung co-founded Advent Corporation, a software development company and Microsoft Partner. The company merged with Enterlogix Corporation in 1992. Enterlogix Corporation, after the merger, was ~~the~~an ~~largest~~important ~~Microsoft~~factor ~~Great~~considered ~~Plains~~by ~~implementation practice in~~ the ~~state~~Company ~~of Texas. In 1997, Mr. Leung started his consulting career at Hein + Associates LLP~~ in ~~Houston,~~reaching ~~TX as~~ a ~~Project~~decision ~~Manager. In 1999 he was hired by Grant Thornton, LLP~~ as ato ~~Consulting~~the ~~Manager and participated in several multi-country systems implementations. In 2000~~accounting, heauditing ~~worked~~or atfinancial ~~eParners~~reporting ~~Inc~~issue; ~~as a CRM Practice Leader. Mr. Leung holds a Bachelors of Science from Instituto Tecnologico Aerospacial, Brazil~~or

~~SIGNATURE~~(ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~SIGNATURES

~~Dated:~~Pursuant ~~December~~to 1,the ~~2011~~requirements ~~SHRINK~~of ~~NANOTECHNOLOGIES~~the Securities Exchange Act of 1934, ~~INC.~~the ~~/s/~~Registrant ~~Darren~~has ~~Miles~~duly ~~By:~~caused ~~Darren~~this ~~Miles~~report ~~Its:~~to ~~President~~be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 29, 2012

SHRINK NANOTECHNOLOGIES, INC.

By: /s/ Darren Miles

Darren Miles

Chief Executive Officer

Item 9.01(d) Exhibits

Exhibit No.

Description

16.1

Letter from Peterson Sullivan LLP, dated May 29, 2012

Filing Compare · Shrink Nanotechnologies, Inc.