UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 0Ror 15 (Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~December ~~EXCHANGE~~5, ~~ACT OF 1934~~2012

~~Date of Report~~ (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported) ~~May 22, 2012~~

[f8k030713_8k001.jpg]

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

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

(Exact Name of Registrant as Specified in its Charter)

7020 Belcrest Drive, Plano, TX		75024
(Address of Principal Executive Offices)		(Zip Code)


Delaware (State or other jurisdiction of incorporation)	000-52860 (Commission File Number)	20-2197964 (I.R.S. Employer Identification No.)

~~(972)~~1406 ~~342-0982~~SANTA ~~Registrant’s~~MARGARITA ~~telephone number~~STREET, ~~including~~UNIT ~~area code~~D

LAS VEGAS, NV 89146

(Address of principal executive offices)

(702) 527-9400

(Registrant's telephone number, including area code)

7020 Belcrest Drive, Plano, TX 75024

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~ . Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~ . Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

Item 1.01 Entry Into A Material Definitive Agreement

~~Pre-commencement~~Effective ~~communications~~as ~~pursuant~~of toDecember ~~Rule~~5, ~~14d-2~~2012, Shrink Nanotechnologies, Inc. (bthe “Company”), ~~under~~entered ~~the~~into ~~Exchange~~a ~~Act~~Binding ~~(17~~Letter ~~CFR~~of ~~240.14d-2~~Intent with American Geologics, LLC, a Nevada limited liability company with principal offices in Las Vegas, NV (b“AGL”)), calling for the acquisition of 100% of the equity ownership of AGL in exchange for one million restricted common shares of the Company and a cash consideration of $6,000.00.

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

~~Pre-commencement~~On ~~communications~~February ~~pursuant~~7, to2013, ~~Rule~~Mr. ~~13e-4(c)~~Darren ~~under~~Miles resigned as a director and officer of the ~~Exchange~~Company. ~~Act~~Mr. ~~(17~~Miles’ ~~CFR~~resignation ~~240~~was not because of any disagreement with the Company relating to the Company’s operations, policies or practices.~~13e-4(c))~~

~~Item~~Effective ~~4.01~~as ~~Change~~of inFebruary ~~Registrant~~07, 2013, the Company’s ~~Certifying~~Board ~~Accountant~~of Directors appointed Mr. Norman Meier as Chief Executive Officer, President and Director, replacing Mr. Darren Miles as of such date. Mr. Meier will also be the principal executive and principal financial officer of the Company.

OnEffective ~~May~~as of February 22, ~~2012~~2013, the ~~Peterson Sullivan LLP, the~~ Company’s ~~independent~~Board ~~registered~~of ~~public~~Directors ~~accounting~~appointed ~~firm, resigned~~Ms. ~~The~~ ~~report~~Natasha ofWaite ~~Peterson~~as ~~Sullivan LLP on~~ the Company’s ~~financial~~Secretary ~~statements as of~~ and ~~for~~Director. ~~the~~The ~~year~~Company ~~ended~~and ~~December~~Ms. ~~31,~~Waite ~~2011~~currently ~~dated~~maintain ~~May~~no ~~15,~~material ~~2012~~plan, ~~contained~~contract ~~no adverse opinion~~ or ~~disclaimer~~arrangement ofrelating ~~opinion and was not qualified or modified as~~ to ~~any~~Ms. ~~uncertainty,~~Waite’s ~~audit~~position ~~scope~~with ~~or accounting principle except that there was an explanatory paragraph describing conditions that raised substantial doubt about~~ the Company’s ~~ability~~or torelated ~~continue as a going concern~~compensation.

~~During~~Biography the Company’s two most recent fiscal years, 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 reportsMr. Meier

~~The~~Norman ~~Company~~Meier has ~~provided Peterson~~been ~~Sullivan~~an ~~LLP~~investment professional since 1995. He has held executive positions with atop-tier ~~copy~~global ofinvestment ~~the~~firms ~~foregoing~~such ~~disclosure,~~as MAN Investments and ~~requested~~AWD ~~that~~in ~~Peterson~~Switzerland, ~~Sullivan~~and ~~LLP~~Canaccord ~~furnish~~Capital ~~the~~Corporation ~~Company~~in ~~with~~Canada. He also founded a ~~letter~~Swiss ~~addressed~~financial toservices ~~the~~firm, ~~Securities~~which ~~and~~has ~~Exchange~~been ~~Commission~~licensed ~~stating~~by ~~whether~~the orSwiss ~~not~~Banking itCommission ~~agrees~~and registered with ~~such~~a ~~disclosure~~self-regulatory organization. AMr. ~~copy~~Meier has over 10 years of experience in the ~~letter~~gold ~~from~~exploration ~~Peterson~~industry ~~Sullivan~~and ~~LLP~~has ~~addressed~~participated in raising approximately $35 million to ~~the~~fund ~~Securities~~private US companies and ~~Exchange~~a ~~Commission~~total ~~dated~~of ~~May~~$400 29million from private investors and $600 million from institutional clients for mutual funds, ~~2012~~hedge isfunds ~~filed~~and other financial products.. During his tenure as anDirector ~~Exhibit~~and 16Executive of Hemis Corporation, Tecton Corporation and a director of Windfire Capital Corp.1 toin ~~this~~Canada.he ~~Form~~was ~~8-K~~responsible for managing over 10 geologists with oversight of projects in Canada, USA, Mexico and Peru. He has been involved in over 25 different exploration projects all over the world. Most of these projects were gold, silver, copper and molybdenum

OnMr. ~~May~~Meier ~~25,~~has ~~2012~~a BBA, ~~the~~MBA ~~Company~~and ~~engaged~~Ph ~~Drake~~D in Human Behavior from Newport University USA and Switzerland. His MBA has a concentration in “Interpersonal Relationship & ~~Klein~~Communication” ~~CPAs~~and ashis ~~its~~PhD ~~independent~~is ~~registered~~concentrated ~~public~~in ~~accounting~~“Personnel ~~firm~~Management”. toHe ~~audit~~had originally received the ~~Company’s~~Swiss ~~consolidated~~Matura ~~financial~~Typus ~~statements~~D (languages) and went to the University of Zurich to study Psychology. ~~The~~ ~~Company~~After ~~did~~his ~~not~~service in the army, ~~during~~he ~~its~~received ~~two~~a ~~most~~Financial ~~recent~~Planning ~~fiscal~~Designation of AWD Switzerland where he worked for over six years. orHe continued to journey to Canada where he finished several courses and received designations in ~~any~~from ~~subsequent~~the ~~interim~~Canadian ~~period~~Securities ~~prior~~Institute (equivalent to ~~engaging~~FINRA ~~that~~in ~~registered~~the ~~public~~USA): ~~accounting~~Canadian ~~firm~~Securities Course (CSC), ~~consult~~Derivatives ~~with~~Fundamental ~~Drake~~Course (DFC), Conduct & ~~Klein~~Practices ~~CPAs~~Handbook ~~regarding:~~Course (CPH), Options Licensing Course (OLC), Ethics Case Study Course, Technical Analysis Course (TAC), Investment Management Techniques (IMT), Options Strategies Course (OSTC), Portfolio Management Techniques (PMT), Agricultural Markets – Risk Management (ARM) and he became a member of the FCSI – Fellowship of the Canadian Securities Institute. Norman Meier also received the following two financial designations Canadian Investment Manager Designation and Derivatives Market Specialist Designation.

~~(i)~~Biography ~~the application~~ of ~~accounting~~Ms. principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements whereby a written report was provided to the Company or oral advice was provided that Drake & Klein CPAs concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; orWaite

~~(ii)~~Natasha ~~any~~Waite ~~matter~~has ~~that~~been ~~was~~a ~~either~~business ~~the~~professional ~~subject~~for over 20 years. She is an expert in all corporate matters including setting up corporations, accounting, issuance of shares, legal matters, securities knowledge and administration. Ms. Waite worked at Eastbiz.com, Inc from 2003 to 2010 setting up Nevada corporations. . While at Eastbiz.com, she personally assisted in setting up over 10,000 Nevada corporations and countless corporations in all other states. From 2011 to 2012 she was a ~~disagreement~~manager orfor Athena Capital Partners, a ~~reportable~~FINRA ~~event~~licensed broker dealer. She has been working for American Incorporation Services since 2012. Ms. Waite has also been working as ~~described~~a consultant for Tristar Energy Group and United Oil & Gas since 201. Ms. Waite’s education lies in ~~Item~~Information ~~304~~Systems Management (acomputer sciences)~~(1)(v)~~ offrom ~~Regulation~~the ~~S-K~~University of Maryland.

~~SIGNATURES~~1

~~Pursuant~~Item to8.01 ~~the~~Other ~~requirements 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.~~Events

~~Date:~~On ~~May~~February 2919, ~~2012~~2013 the Company has relocated its corporate offices to 1406 Santa Margarita Street, Unit D, Las Vegas, NV 89146, telephone (702) 527-9400.

~~SHRINK~~Item ~~NANOTECHNOLOGIES, INC~~9. Financial Statements and Exhibits

~~By: /s/ Darren Miles~~ (d)

~~Darren Miles~~Exhibits.

~~Chief~~The ~~Executive~~following ~~Officer~~shall be deemed filed or furnished with this Report.

~~Item 9~~10.~~01(d) Exhibits~~1

~~Exhibit~~Letter Noof Intent, dated as of December 5, 2012, between Shrink Nanotechnologies, Inc and American Geologics, LLC.

~~Description~~2

~~16.1~~SIGNATURES

~~Letter~~Pursuant ~~from~~to ~~Peterson~~the ~~Sullivan~~requirements ~~LLP,~~of ~~dated~~the ~~May~~Securities 29Exchange Act of 1934, ~~2012~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHRINK NANOTECHNOLOGIES, INC.

Date: March 7, 2013

By: /s/ Luis Leung

Name:

Luis Leung

Title:

Director

Filing Compare · Shrink Nanotechnologies, Inc.