SecProbe.io

Mail Stop 4720
May 12, 2016

Jonathan Adams
Chief Executive Officer
Nanoantibiotics, Inc.
100 Cummings Center, Suite 247 -C
Beverly, Massachusetts 01915

Re: NanoA ntibiotics, Inc.
 Current Report on Form 8K
Filed April 15, 2016
File No. 000-55292

Preliminary Information Statement on Schedule 14C
Filed April 21, 2016
File No. 000 -55292

Dear Mr. Adams :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Current Report on Form 8 -K

1. It appears that immediately before the acquisition of LAT Pharma, LLC you were a shell
company, as defined in Rule 12b -2 under the Exchange Act.  Please amend your Form 8 -
K to provide the information that would be required to regis ter a class of securities under
Section 12 of the Exchange Act using Form 10, including historical financial statements
and pro forma financial information giving effect to the acquisition. Please refer to
Section II.D.3 of SEC Release No. 34 -52038 and Ite ms 2.01(f), 5.01(a)(8), 5.06 and 9.01
of Form 8 -K. Alternatively, please explain why you believe this disclosure is not
required.

Jonathan Adams
Nanoantibiotics, Inc.
May 12, 2016
Page 2

 Item 2.01

2. Please tell us how you plan to account for the merger with LAT Pharma LLC.

3. Tell us if Weinberg & Baer LLC will continue as your auditors as reported in your Form
10-K filed October 1, 2015. If not, please file an Item 4.01 Form 8 -K within four days of
the date of this letter to report the change in auditors and provide all the information
required by Item 304 of Re gulation S -K.

Preliminary Information Statement on Schedule 14C

4. We note that the subject action relates to an amendment to your articles of incorporation
to change your name as a result of the merger involving LAT Pharma, LLC on April 19,
2016.  Since sh areholders will not have an opportunity to vote on the transaction, please
revise your information statement on Schedule 14C to include all of the information
required by Items 11, 13 and 14 of Schedule 14A, as applicable.  Please refer to Item 1 of
Schedu le 14C and Note A to Schedule 14A.

5. We note that the name change was approved by written consent of shareholders holding
approximately 60% of your outstanding capital stock. Please identify the shareholders
who provided written consent, the percentage of v otes each represents, and their
relationship with the company.  Please also explain to us how the consents were obtained
from these shareholders and your analysis as to whether such activities constitute a
solicitation of proxies within the meaning of Rule  14a-1(l) of the Exchange Act.  Lastly,
please tell us if your table on page 5 includes all holders known to the company to be the
beneficial owners of more than five percent of any class of the company’s voting
securities, and if not, please revise to inc lude all such holders.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules  require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a wri tten statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from takin g any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jonathan Adams
Nanoantibiotics, Inc.
May 12, 2016
Page 3

 Please contact Tara Keating Brooks at (202) 551 -8336 or Erin Jaskot at (202) 551 -3442
with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Office of Healthcare and Insurance

cc: Peter Campitiello, Esq., Kane Kessler, P.C.