U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2012
o 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, Nevada | | 89501 |
| (Address of principal executive offices) | | (Zip code) |
Issuer's telephone number, including area code: (209) 275-9270
| Title of each class | | Name of each exchange on which registered |
| None | | N/A |
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Check 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 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 þ No o (2) Yes þ No o
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 þ NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
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 company þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
At March 26, 2013, there were outstanding 98,695,444 shares of the Registrant's Common Stock, $.001 par value.
State the Registrant's revenues for the December 31, 2012 fiscal year: $454,513.
State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days:
The aggregate market value of shares of Common Stock held by non-affiliates of the Registrant is $1,590,137, based on the average bid and ask price of the Registrant's stock on March 26, 2013 of $0.028 per share and shares held by non-affiliates. The Registrant's common stock is quoted on the OTC Markets Group website under the symbol "NANM.QB".
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of 1933:
NONE
Explanatory Note
The purpose of this Amendment No. 1 to Nano Mask Inc. Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 28, 2013 (the “Form 10-K”), is solely to furnish Exhibit 31 and 32 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
(a)(3) EXHIBITS. The following exhibits are included as part of this report:
| Exhibit No. | | Description |
| | | |
| 3.1 | | Articles of Incorporation |
| 3.2 | | Bylaws |
| 4.1 | | Specimen stock certificate |
| 10.1 | | Form of Executive Compensation Agreement |
| 31.01* | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.02* | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.01* | | 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 |
| 32.02* | | 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 |
| 101.INS | | XBRL INSTANCE DOCUMENT |
| 101.SCH | | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT |
| 101.CAL | | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT |
| 101.DEF | | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT |
| 101.LAB | | XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT |
| 101.PRE | | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT |
*Filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, March 28, 2013.
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. | |
| | | | |
| By: | /s/ Edward Suydam | |
| | | Edward Suydam, | |
| | | Chief Executive Officer (Principal Executive Officer) and Director | |
| | | | |
March 29, 2013 | | | |
| | By : | /s/ Michael J. Marx | |
| | | Michael J. Marx, | |
| | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director | |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates stated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Edward Suydam | | Chief Executive Officer and Director | | March 29, 2013 |
| /s/ Michael J. Marx | | Chief Financial Officer and Director | | |
| /s/ Marc Kahn | | Chief Medical Officer and Director | | |
| /s/ David J. Willoughby | | Vice President, Marketing & Sales and Director | | |
| /s/ Vicki L. Aksland | | Director | | |
| /s/ Hassan Bennani | | Director | | |
