NMI Health (NANM) 10-Q 2011 Q1 Quarterly report

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended:March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ________ to_________

Commission File No.000-27421

NANO MASK, INC.

(Exact Name of Small Business Issuer as Specified in its Charter)

NEVADA	87-0561647
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 West Liberty Street, Suite 880, Reno, NV	89501
(Address of principal executive offices)	(Zip code)

Issuer's telephone number, including area code:(209) 275-9270

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 preceding 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.  (1) Yes [  ] No [X] (2) Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 ¨    No ¨      

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

Large accelerated filer  ¨      Accelerated filer¨         Non-accelerated filer    ¨       Smaller reporting companyý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  Noý

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

At January 27, 2012, there were outstanding 84,742,347 shares of the Registrant's Common Stock, $.001 par value.

THIS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2011 IS BEING FILED SUBSTANTIALLY LATE, ON OR ABOUT JANUARY 27, 2012. SOME OF THE INFORMATION CONTAINED HEREIN REFERS TO HISTORICAL ACTIVITIES OF THE COMPANY FOR THE FISCAL PERIOD. SHAREHOLDER AND INVESTORS ARE ADVISED TO CONSULT THE COMPANY’S MORE RECENT FILINGS OF CURRENT REPORTS ON FORM 8-K AS WELL AS ADDITIONAL PERIODIC REPORTS FOR SUBSEQUENT PERIODS THAT THE COMPANY INTENDS TO FILE AS SOON AS POSSIBLE.

PART I

FINANCIAL INFORMATION

Table of Contents	Page
Part I Financial Information
Item 1. Financial Statements
Balance Sheets (Unaudited) as of March 31, 2011 and December 31, 2010	3
Statements of Operations (Unaudited) for the three months ended March 31, 2011 and 2010	4
Statements of Cash Flows (Unaudited) for the three months ended March 31, 2010 and 2010	5
Notes to the Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	10
Item 4. Controls and Procedures	10
Part II Other Information
Item 1. Legal Proceedings	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Reserved	11
Item 5. Other Information	11
Item 6. Exhibits	11
Signatures	11

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NANO MASK, INC. Balance Sheets (Unaudited)
		March 31,	December 31,
		2011	2010
ASSETS
CURRENT ASSETS
	Cash	$                   807	$                2,810
	Refund receivable	2,500	2,500
	Accounts receivable	150	-
	Inventory, net	14,366	14,421
	Prepaid expenses	4,500	571
		22,323	20,302
FIXED ASSETS
	Equipment	973	973
	Accumulated depreciation	(227)	(178)
		746	795
		$              23,069	$             21,097
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable	$          514,977	$           759,512
	Accounts payable - related party	67,300	103,300
	Accrued expenses	274,764	343,497
	Notes payable	497,726	497,727
	Note payable – related party	25,000	-
		1,379,767	1,704,036
STOCKHOLDERS' DEFICIT
	Common stock, 100,000,000 shares authorized, $0.001 par value, 65,380,025 shares outstanding (65,309,603 issued and 70,422 issuable) in 2011 and 57,979,351 outstanding (57,808,929 issued and 170,422 issuable) in 2010	65,380	57,979
	Additional paid-in capital	20,668,351	20,427,452
	Accumulated deficit	(22,090,429)	(22,168,370)
	Stockholders’ deficit	(1,356,698)	(1,682,939)
		$             23,069	$             21,097
The accompanying notes are an integral part of these unaudited financial statements.

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NANO MASK, INC. Statements of Operations For the Three Months Ended March 31, 2011 and 2010  (Unaudited)
		2011	2010
NET SALES		$                  150	$                       -
COSTS AND EXPENSES
	Cost of goods sold	90	-
	Research and development	-	$             66,300
	Selling, general and administrative	139,703	277,664
		139,793	343,964
LOSS FROM OPERATIONS		(139,643)	(343,964)
OTHER INCOME (EXPENSE)
	Gain on settlement of vendor liabilities and other	226,271	6,644
	Interest expense	(8,687)	(8,305)
NET INCOME (LOSS)		$             77,941	$         (345,625)
BASIC AND FULLY-DILUTED INCOME (LOSS) PER SHARE		$                 0.00	$               (0.01)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		63,014,985	53,788,203
The accompanying notes are an integral part of these unaudited financial statements.

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NANO MASK, INC. Statements of Cash Flows For the Three Months Ended March 31, 2011 and 2010 (Unaudited)
			2011	2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			$           77,941	$      (345,625)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation		49	32
	Common stock issued for expenses incurred		-	15,000
	Common stock issued for services		164,000	-
	Gain on settlement of vendor liabilities		(226,271)	(6,644)
Changes in operating assets and liabilities:
	Accounts receivable		(150)	-
	Inventory		55	550
	Prepaid expenses		(3,929)	(2,732)
	Accounts payable		30,036	23,494
	Accrued expenses		(68,734)	187,417
		Net cash used in operating activities	(27,003)	(128,508)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment		-	(973)
		Cash used in investing activities	-	(973)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of short-term notes payable		-	6,855
	Proceeds from issuance of related party short-term note payable		25,000	-
	Repayments of short-term note payable		-	(2,855)
		Net cash provided by financing activities	25,000	4,000
NET DECREASE IN CASH			(2,003)	(125,481)
CASH AT BEGINNING OF PERIOD			2,810	136,908
CASH AT END OF PERIOD			$               807	$          11,427
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest			$                     -	$                     -
Cash paid for income taxes			$                     -	$                     -
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for settlement of advances and accounts payable			$           84,300	$                     -
Accrued interest added to note payable balance			$                     -	$           12,620
The accompanying notes are an integral part of these unaudited financial statements.

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NANO MASK, INC.

Notes to Financial Statements (Unaudited)

For the Three Months Ended March 31, 2011

NOTE 1 - BASIS OF PRESENTATION

The financial information included herein is unaudited and has been prepared consistent with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8, Rule 8.03 of Regulation S-K. Accordingly, these financial statements do not include all information required by generally accepted accounting principles for annual financial statements.  These statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2010, from which the balance sheet information at that date is derived and reference is made thereto elsewhere in this report.  These interim financial statements contain all adjustments necessary in the opinion of management for a fair statement of results for the interim periods presented.

The results of operations for the three months ended March 31, 2011, are not necessarily indicative of the results to be expected for the full year.

Certain minor reclassifications in prior period amounts have been made to conform to the current period presentation.

NOTE 2 – GOING CONCERN

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, in addition to a working capital deficiency at March 31, 2011, the Company has incurred negative cash flow from operations and significant losses, which have substantially increased its operating deficit at March 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern will be dependent upon economic developments and the success of management's plans as set forth below, which cannot be assured.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.  Management and board members are continuing to discuss other alternative financing options, but no definitive proposals or agreements have been reached.

The foregoing notwithstanding, management does not believe the Company currently has sufficient capital to sustain its planned business activities for the next twelve months following the issuance of these financial statements. Accordingly, while management has historically been successful generating sufficient funds to sustain operations, there is no assurance that they will continue to do so. Nevertheless, the Company will seek additional capital to sustain its operations, either through additional private placements of common stock or loans, possibly unsecured, until such time as its operations are self-sustaining.  These funds will be required to continue the Company’s efforts to generate sales of its products and to provide sufficient working capital to meet the expected sales demand.

NOTE 3 – SIGNIFICANT TRANSACTIONS

The Company issued a short-term note payable of $25,000 to an affiliate with an annual interest rate of prime, plus 2%, payable in six months from February 22, 2011. In addition, the Company received advances of $31,500 from a key officer with no specific repayment terms.

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The following table summarizes the stock issuances during the three months ended March 31, 2011:

Summary of Stock Issuances during the Three Months ended March 31, 2011
Settlement of Advances and Payables			Settlement of Advances-Related Party			Compensation
Common Shares	Fair Value	Carrying Value of Related Payables	Common Shares	Fair Value	Carrying Value of  Related Advances	Common Shares	Fair Value
600,000	$16,800	$243,071	1,937,907	$67,500	$67,500	4,862,767	$164,000

Due to the fair value of the common shares being less than the carrying value of the related payables, the Company recognized a gain on settlement of payables of $226,271 during the three months ended March 31, 2011.

NOTE 4 - SUBSEQUENT EVENTS

Subsequent to March 31, 2011, the Company received cash advances from one executive officer of $84,000. Also, the Board of Directors authorized the repayment of another $26,000 in loans from the same executive with 928,570 common shares at an average price of $.028 per share. Moreover, 1,400,000 shares of common stock were issued in a private placement to four individual investors for $35,000 in cash. Finally, in June a related party vendor accepted 1,556,521 shares of common stock to settle the Company’s liability of $35,800.

Subsequent to March 31, 2011, the Company negotiated settlements with vendors resulting in reductions of approximately $147,000 in trade payables and accrued expenses.

The following table summarizes the common shares issued subsequent to March 31, 2011 and their related amounts for cash proceeds from private placement offerings, stock-based compensation and expense reimbursements as well as settlement of loans payable:

Cash Proceeds from Offerings		Stock-Based Compensation and Expense Reimbursements		Settlement of Loans Payable
Common Shares	Amount	Common Shares	Amount	Common Shares	Amount
1,400,000	$35,000	14,177,231	$545,756	3,785,091	$129,300

NOTE 5 – CONTINGENCIES

On December 29, 2010, the Company received a complaint from Applied Nanoscience, Inc. seeking collection of the as yet unpaid notes payable to Applied in the amount of $453,500, plus interest and litigation expenses. On February 1, 2011, the Company countersued for breach of contract and related claims. The Company maintains a right of offset against Applied’s notes in the amount of $41,360 and is reflected on the balance sheet in the net amount of $412,140.

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ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2011 IS BEING FILED SUBSTANTIALLY LATE, ON OR ABOUT JANUARY 27, 2012. SOME OF THE INFORMATION CONTAINED HEREIN REFERS TO HISTORICAL ACTIVITIES OF THE COMPANY FOR THE FISCAL PERIOD. SHAREHOLDER AND INVESTORS ARE ADVISED TO CONSULT THE COMPANY’S MORE RECENT FILINGS OF CURRENT REPORTS ON FORM 8-K AS WELL AS ADDITIONAL PERIODIC REPORTS FOR SUBSEQUENT PERIODS THAT THE COMPANY INTENDS TO FILE AS SOON AS POSSIBLE.

Cautionary Statement Regarding Forward-looking Statements

This report may contain "forward-looking" statements.  Examples of forward-looking statements include, but are not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of plans and objectives of our management or Board of Directors; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions.

Overview

             We are a materials-technology development company focused on health and wellness-related markets. The Company has evolved from a specialty filter products Company that developed a state-of-the-art air filtration technology for removing infectious bacteria and viruses in air flow systems into a Company providing a proprietary line of antibacterial and antimicrobial products for the hospital, clinic and health industry. Such products now include our Nano Zyme line of products which offer a multi-enzyme hospital pre-soak and cleaning solution, as well as other complementary products in the line. Another line of products surrounds our new Nano Silver Hospital Curtains which offer excellent anti microbial efficacies against a wide spectrum of organisms. These products have been developed by partnering with innovative technology companies. The new product lines are in addition to our traditional anti-viral, antibacterial and disposable mask, a protective filtration face mask which we continue to improve upon. Largely, the evolution to this broader spectrum of products only began in 2010.

Since its inception, the Company has been involved in the development of its technology.  Through March 31, 2011, revenues have not been adequate to cover operating expenses and thus, the Company has reported a loss in each of its years of existence.  As of the current report date, the Company has funded itself through a series of private equity placements and unsecured loans which has offset its accumulated equity deficit in this manner.

Results of Operations for the Three Months Ended March 31, 2011 compared with 2010

Revenues:  During the three months ended March 31, 2011 and 2010, there were virtually no revenues, due to three reasons: 1) the Company’s election late in 2006 to suspend sales of the NanoMask™ and related filters until FDA clearance could be obtained which was anticipated as late as July, 2008; 2) the Company’s efforts thereafter until March 1, 2010 to develop a new anti-viral, antibacterial and disposable mask; and 3) the Company’s marketing efforts after March 1, 2010 to sell its new Nano Zyme and Nano Silver Hospital Products

Cost of Sales:  Since there were virtually no sales during the three months ended March 31, 2011 and 2010, there was no cost of sales.

Operating Expenses: During the three months ended March 31, 2011, the Company experienced a substantial reduction in general and administrative expenses of approximately $139,000 or 50% compared to the three months ended March 31, 2010, primarily due to decreases in administrative salaries.

Research and development: Research and development (R&D costs) relates to a new anti-viral mask and includes related FDA testing. No R&D costs were incurred in the three months ended March 31, 2011. $66,300 was

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spent in the three months ended March 31, 2010, primarily to develop the new anti-viral mask. This latter effort was abandoned shortly after March 1, 2010. If resources are available in the future, the Company intends to bring additional products to market, assuming those products are still viable at the time the resources are available. The significant components of the Company’s research and development costs ordinarily include prototype development and materials, governmental filings and laboratory testing.

Liquidity and Capital Resources

             The Company has not been able to generate sufficient net cash inflows from operations to sustain its business efforts and accommodate its growth plans. During 2010, the Company received cash advances from an executive officer for $77,500. During the three months ended March 31, 2011, the Company received $31,500 from a key executive officer and another $84,000 subsequently. During three months ended October 31, 2011, the Company also received $35,000 in cash through its private placement with four investors for 1,400,000 shares of common stock.

Management and board members are continuing to discuss other alternative financing options, but no definitive proposals or agreements have been reached.

 Beginning in the third quarter of 2008, the United States has been experiencing a severe and widespread recession accompanied by, among other things, instability in the financial markets and reduced credit availability, all of which are likely to continue to have far reaching effects on economic activity in the country for an indeterminate period. The effects and probable duration of these conditions and related risks and uncertainties on the Company's ability to obtain financing, success in its marketing efforts and ultimately, profitable operations and positive cash flows, cannot be estimated at this time.

             The Company does not believe, however, that it currently has sufficient capital to sustain its business efforts for the next twelve months.  Accordingly, the Company will need to raise additional capital in the near future to sustain operations.  The Company is also working on minimizing operating expenses, to the extent possible, by reducing overhead costs, salaries, and other consulting and professional fees, in order to conserve available cash.

            Accordingly, for these and other reasons, there is significant uncertainty regarding the Company’s future, and the Company’s auditors expressed substantial doubt as to the Company’s ability to continue as a going concern in their report on the Company’s 2010 audited financial statements.

Impact of Inflation

At this time, the Company does not expect that inflation will have a material impact on its current or future operations.

Critical Accounting Policies and Estimates

Except with regard to the estimated useful lives of patents and acquired technology, the net realizable value of the Company’s inventory due to shelf-life issues and design, the allowance for bad debts on accounts receivable, and the effective provision of a 100% deferred income tax asset valuation allowance, the Company does not employ any critical accounting policies or estimates that are either selected from among available alternatives or require the exercise of significant management judgment to apply or that if changed are likely to materially affect future periods.  

Management reviews the carrying value of the technology assets annually based on its current marketing activities, plans and expectations, and the perceived effects of competitive factors and possible obsolescence, whether any write-downs should be taken or whether the estimated useful lives should be shortened.  

Management also reviews the carrying value of its inventory periodically for evidence of declines in estimated fair value and considers, based on its current marketing activities, plans and expectations, and the perceived effects of competitive factors and possible obsolescence due to shelf-life issues on the environmental filters, whether any write-downs should be taken.

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Management also reviews the collectability of outstanding receivables based upon historical collection history from each customer, the age of the receivables, and the customers wherewithal to pay the outstanding balance, and records an estimated allowance for bad debts sufficient to cover any potential losses to be incurred for non-collections.

Recent Accounting Pronouncements

               While there have been FASB pronouncements made effective subsequent to the issuance of these financial statements, none would have required restatement of the financial statements herein nor have they had any significant effect on future financial statements of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this item

ITEM 4. CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures that are designed for the purpose of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosures.

For the period ended March 31, 2011, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. In the course of this evaluation, our management considered the material weakness in our internal control over financial reporting as discussed in our Annual Report on Form 10-K for the period ended December 31, 2010. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the registrant’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. To overcome this weakness, our principal executive and financial officers have reviewed and provided additional substantive accounting information and data in connection with the preparation of this quarterly report.  Therefore, despite the weaknesses identified, our principal executive and financial officers believe that there are no material inaccuracies or omissions of material facts necessary to make the statements included in this report not misleading in light of the circumstances under which they are made.  

Changes in Internal Control over Financial Reporting

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financing reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2011 that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On December 29, 2010, the Company received a complaint from Applied Nanoscience, Inc., a Nevada corporation, filed in the District Court of Clark County in Nevada (Case No. A-10-631192-C) and which seeks collection of notes payable to Applied in the amount of $453,500, including accrued interest and related legal expenses. On February 1, 2011, we countersued for breach of contract and claims related thereto. Our management

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believes that the value of its counterclaim will exceed the value of the claims asserted against the Company but cannot fully assess the outcome of the action at this time. Accordingly, management believes adequate provision has been made in the accompanying financial statements related to this complaint.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the three months ended October 31, 2011, the Company authorized issuance of 1,400,000 common shares for $35,000 in cash.

These shares were issued in reliance on the exemption from registration and prospectus delivery requirements of the Act set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the regulations promulgated hereunder.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - RESERVED

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

Exhibit 31.1 - Certification of principal executive officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

Exhibit 31.2 - Certification of principal financial officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

Exhibit 32.1 - Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 - Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NANO MASK, INC.

January 27, 2012

 /s/ Edward Suydam

Edward Suydam, Chief Executive Officer

January 27, 2012

 /s/ Michael J. Marx

Michael J. Marx, Chief Financial Officer

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