UNITED STATES

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 :                                                                           September 30, 2013

 

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                                                 to

 

Commission File Number :

000-49901

 

NATURALNANO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		87-0646435
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
763 Linden Ave  Rochester NY		14625
(Address of principal executive offices)		(Zip Code)

 

585-267-4848

(Registrant’s telephone number, including area code)

 

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. Yes x No ¨

 

Indicate by checkmark if the registrant has submitted electronically and posted on its Website, if any, every Interactive Date 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 x     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 company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

420,329,246 as of November 15, 2013

 

  

Table of Contents

 

PART I—FINANCIAL INFORMATION
	Item 1.	Financial Statements  (unaudited)
		Consolidated Balance Sheets		3
		Consolidated Statements of Operations		4
		Consolidated Statement of Stockholders’ Deficiency		5
		Consolidated Statements of Cash Flows		6
		Notes to Consolidated Financial Statements		7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
	Item 4.	Controls and Procedures		19
PART II—OTHER INFORMATION
	Item 1.	Legal Proceedings		21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
	Item 3.	Defaults Upon Senior Securities		21
	Item 4.	Mine Safety Disclosures		23
	Item 5.	Other Information		23
	Item 6.	Exhibits		24
SIGNATURES				25

 

 

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements

NATURALNANO, INC.

CONSOLIDATED BALANCE SHEETS

 

		September 30,				December 31,
		2013				2012
		(Unaudited)
Assets
Current assets:
Cash		$	10			$	6,160
Accounts receivable			25,706				5,400
Inventory			13,251				19,480
Prepaid expenses and other current assets			12,040				10,196
Total current assets			51,007				41,236
Total assets		$	51,007			$	41,236
Liabilities and Stockholders' Deficiency
Liabilities
Current liabilities:
Notes payable (See Note 2)		$	4,042,965			$	3,893,972
Accounts payable			429,941				502,814
Accrued expenses			100,289				96,343
Accrued interest			656,769				444,131
Accrued payroll			950,473				871,610
Deferred revenue			100,000				100,000
Registration rights liability (See Note 2)			82,489				82,489
Derivative liability (see Note 4)			12,884				25,732
Total current liabilities			6,375,810				6,017,091
Total liabilities			6,375,810				6,017,091
Preferred Stock - $.001 par value, 10 million shares authorized
Series B - issued and outstanding  5,000 and 142,500 respectively with an aggregate liquidation preference of $10 and $310, respectively			872				14,111
Series C - issued and outstanding  3,303,640 and 4,049,495  respectively with an aggregate liquidation preference value of  $6,607 and $8,099,  respectively			61,488				153,648
Commitments and contingencies (See Note 7)			-				-
Stockholder’s Deficiency
Common Stock - $.001 par  value 800,000,000 authorized and  332,909,406 and 93,200,171 issued and outstanding, respectively			332,909				93,200
Series D – issued and outstanding 100 and 0 respectively with no liquidation rights			-				-
Additional paid in capital			21,115,545				21,159,134
Non-controlling interest in subsidiary			-				14,264
Accumulated deficit			(27,835,617	)			(27,410,212	)
Total stockholders' deficiency			(6,387,163	)			(6,143,614	)
Total liabilities and stockholders' deficiency		$	51,007			$	41,236

 

 

 

 

 

 

See notes to consolidated financial statements

 

 

NATURALNANO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		For the three months ended								For the nine months ended
		September 30,								September 30,
		2013				2012				2013				2012
Income:
Revenue		$	18,674			$	6,783			$	141,992			$	55,331
Cost of goods sold			3,657				749				27,687				3,880
Gross profit			15,017				6,034				114,305				51,451
Operating expenses:
Research and development			14,031				21,377				41,623				90,084
General and administrative			81,884				93,549				265,150				268,437
			95,915				114,926				306,773				358,521
(Loss) from operations			(80,898	)			(108,892	)			(192,468	)			(307,070	)
Other income (expense):
Interest expense, net			(93,208	)			(87,149	)			(274,758	)			(295,650	)
Net gain on derivative liability			89,536				534				12,848				534
Net (loss) on forgiveness/modification of debt			-				(163,566	)			(10,336	)			(473,566	)
Gain on dissolution of Combotexs			39,373				-				39,373				-
			35,701				(250,181	)			(232,873	)			(768,682	)
Net loss from continuing operations			(45,197	)			(359,073	)			(425,341	)			(1,075,752	)
Net income from discontinued operations			-				6,457				11,115				17,477
Loss on write-off of discontinued operation			-				-				(11,179	)			-
Consolidated net loss attributable controlling interest		$	(45,197	)		$	(352,616	)		$	(425,405	)		$	(1,058,275	)
Less: Preferred Stock conversion inducement			-				-				-				(12,235	)
Consolidated net loss attributable to common shareholders		$	(45,197	)		$	(352,616	)		$	(425,405	)		$	(1,070,510	)
Continuing operations loss per common share – basic and diluted		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.03	)
Discontinued operations income (loss) per common share – basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			311,664,926				55,644,823				240,252,062				42,169,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements 

 

 

NATURALNANO, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

(unaudited)

 

																		Additional								Non-controlling
		Common Stock								Preferred Stock								Paid-in				Accumulated				Interest				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				in Subsidiary				(Deficiency)
Balance at December 31, 2012			93,200,171			$	93,200				-			$	-			$	21,159,134			$	(27,410,212	)		$	14,264			$	(6,143,614	)
Series B preferred converted to Common Stock and change in value			22,000,000				22,000												(21,716	)											284
Series C preferred converted to Common Stock and change in value			119,336,800				119,337												(14,225	)											105,112
Warrant issued for services																			8,721												8,721
Shares issued on debt conversion			21,500,000				21,500												(1,587	)											19,913
Shares issued for interest payment			76,872,435				76,872												(14,782	)											62,090
Dissolution of Non-controlling interest																											(14,264	)			(14,264	)
Issuance of Series D preferred shares											100				-																-
Net loss																							(425,405	)							(425,405	)
Balance at September 30, 2013			332,909,406			$	332,909				100			$	-			$	21,115,545			$	(27,835,617	)		$	-			$	(6,387,163	)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

 

  

NATURALNANO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		For the nine months ended
		September 30,
		2013				2012
Cash flows from operating activities:
Net loss attributable to controlling interest		$	(425,405	)		$	(1,058,275	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization							39,454
Fair value adjustment of derivative liabilities			(12,848	)			(534	)
Issuance of stock for services							10,800
Gain on dissolution of Combotexs			(39,373	)			-
Inducement to convert interest			-				24,221
Issuance of warrants for services			8,721				8,720
Loss on forgiveness/modification of debt			10,336				473,566
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable			(20,306	)			2,651
Decrease (increase) in inventory			6,229				(4,282	)
(Increase) in other current assets			(1,844	)			(1,337	)
Increase in accounts payable, accrued payroll and accrued expenses			329,434				404,284
(Decrease) in other liability			-				(4,000	)
Net cash used in operating activities			(145,056	)			(104,732	)
Cash flows from financing activities:
Proceeds from senior secured Promissory Notes			138,906				103,000
Net cash provided by financing activities			138,906				103,000
(Decrease) in cash and cash equivalents			(6,150	)			(1,732	)
Cash at beginning of period			6,160				1,732
Cash at end of period		$	10			$	-
Schedule of non-cash investing and financing activities:
Common stock issued for convertible notes		$	19,913			$	983,585
Common stock issued for accrued interest		$	62,090			$	216,943
Conversion of preferred shares into common shares		$	141,337			$	15,669
Transfer of preferred shares to temporary equity		$	-			$	4,376

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements

 

 

NaturalNano, Inc.

For the three and nine months ended September 30, 2013 and 2012

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.   PRINCIPAL BUSINESS ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES

 

Interim Financial Statements

The consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 are unaudited. However, in the opinion of management of the Company, these financial statements reflect all material adjustments, consisting solely of normal recurring adjustments, necessary to present fairly the financial position and results of operations for such interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results to be obtained for a full year. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for smaller reporting companies.  Accordingly, these financial statements do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements.  These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate such estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

 

Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, accounts payable and accrued expenses, notes payable, capital leases and derivative liabilities. Fair values for all instruments except for derivative liabilities were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company’s convertible notes payable is estimated based upon the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The carrying value approximates the fair value of these debt instruments as of September 30, 2013 and December 31, 2012 based on rates charged being consistent with current market rates available to the Company. See Note 4 for discussion on the fair value of derivative liabilities.

 

Basis of Consolidation

The consolidated financial statements include the accounts of NaturalNano, Inc. (“NaturalNano” or the “Company”), a Nevada corporation, and its wholly owned subsidiary NaturalNano Research, Inc. (“NN Research”) a Delaware corporation. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

In the second quarter of 2013, the Company filed a Certificate of Dissolution for Combotexs, LLC with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs (a dormant New York limited liability company.) Prior to this action, the Company had a 51% controlling interest in Combotexs.  The dissolution was accepted by NYS in the third quarter of 2013. As a result of these actions, the non-controlling interest in subsidiary in the stockholders deficiency section of the balance sheet was eliminated in the third quarter of 2013 in the amount of $14,264 and a gain of $39,373 was taken in the third quarter of 2013, which was attributed to the release of outstanding liabilities.

 

Description of the Business

NaturalNano (the “Company”), located in Rochester, New York, is engaged in the development and commercialization of material science technologies with an emphasis on additives to polymers and other industrial and consumer products by taking advantage of technology advances developed in-house. The Company’s current activities are directed toward research, development, production and marketing of its proprietary technologies relating to the treatment and separation of nanotubes from halloysite clay and the development of related commercial applications for:

 

	·	cosmetics, health and beauty products
	·	polymers, plastics and composites

 

During the nine months ended September 30, 2013 and 2012, the Company derived 82% and 79%, respectively, of its nanotechnology revenue from one customer.

 

 

During the fourth quarter of 2011, the Company entered into a supply agreement with another company, which is 50% owned by NaturalNano’s CEO, to manufacture and sell Error Prevention/Safety Checklist Boards which the related party will then market to the end user. In the second quarter of 2013, the Company made a decision to cease the medical board segment’s operations and ceased production of Error Prevention/Safety checklist Boards (the Medical Board business segment.) This business segment was not generating sufficient income to offset the efforts of production and administrative expenses. The Consolidated Statement of Operations as of September 30, 2013 reflects the results of the Medical Board business as a discontinued operation effective as of the second quarter of 2013. As of September 30, 2013, $13,000 of amounts due from the entity which is 50% owned by NaturalNano’s CEO is included in Accounts Receivable on the balance sheet. (See Note 3 “Discontinued Operations”).

 

NaturalNano is domiciled in the state of Nevada as a result of the merger with Cementitious Materials, Inc., (“CMI”), which was completed on November 29, 2005.

 

Liquidity and Going Concern

Going Concern – The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred a net loss for the nine months ended September 30, 2013 of $425,405 and had negative working capital of $6,324,803 and a stockholders’ deficiency of $6,387,163 at September 30, 2013. Since inception the Company’s growth has been funded through a combination of convertible debt from private investors and from cash advances from its former parent and former majority shareholder Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from the uncertainty.

 

As of September 30, 2013, the Company continued to require waivers for debt covenant violations and extensions of maturity dates. Refer to Note 2 for lenders waivers and maturity extensions received from the lenders.

 

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Income Taxes

The Company accounts for income taxes in accordance with ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.  The Company recognizes penalties and accrued interest related to unrecognized tax benefits in income tax expense. Income tax expense was $0 for the nine month periods ending September 30, 2013 and 2012.

 

Increase in Authorized Common Stock

On July 1, 2013 the Company received a unanimous written consent in lieu of a meeting from the members of the Board of Directors and a written consent from the Series D stockholder (Note 5) to amend its articles of incorporation to increase the Company’s authorized common shares from 294,117,647 shares to 800,000,000 shares of common stock. As of September 30, 2013 there were 6,412,911,665 underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments.

 

Loss Per Share

Basic loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share gives effect to dilutive convertible preferred stock, convertible debt, options and warrants outstanding during the period. Shares to be issued upon the exercise of these instruments have not been included in the computation of diluted loss per share as their effect is anti-dilutive based on the net loss incurred.

 

As of September 30, 2013 and 2012 there were 6,412,911,665 and 2,656,482,041, respectively, underlying preferred stock, convertible debt, outstanding options and warrants that could potentially dilute future earnings. These potentially dilutive shares have been limited by certain debt and equity agreements with Platinum, Platinum Advisors, Merit Consulting, Alpha Capital and Technology Innovations LLC (“TI”). These agreements provide limitations on the conversion of the dilutive instruments such that the number of shares of Common Stock that may be acquired by the holder upon conversion of such instruments shall be limited to ensure that following such conversion the total number of shares of Common Stock then beneficially owned by the holder does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock. The Company does not have sufficient authorized shares to satisfy conversion of all the potentially dilutive instruments. See Note 9 Subsequent Events for shares of common stock issued subsequent to September 30, 2013.

 

 

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying financial statements.

 

 

2.  NOTES PAYABLE

 

Notes payable consisted of the following:

 

Notes Payable		September 30, 2013				December 31, 2012
Senior Secured Convertible Notes		$	3,124,403			$	3,134,415
Senior Secured Promissory Notes			647,462				508,557
Subordinated Secured Convertible Note			271,100				251,000
Total		$	4,042,965			$	3,893,972

 

 

Senior Secured Convertible Notes and Senior Secured Promissory Notes

As of September 30, 2013, notes payable include $3,771,865 ($3,642,972 at December 31, 2012) for senior secured convertible and non-convertible promissory notes.  As further described below, the Company has defaulted on certain provisions of the notes. Platinum Long Term Growth and Merit Consulting, LLC (to whom Platinum Advisors has assigned their ownership interest in notes receivable from the Company) have granted waivers of default on their outstanding principal balance of $3,148,349 through December 31, 2013 and November 30, 2013, respectively. Alpha Capital Anstalt (to whom Longview Special Finance has assigned its ownership interest in notes receivable to the Company) has granted a waiver of default on their outstanding principal of $623,516 through November 30, 2013.

 

The Loan and Security Agreement and the related underlying convertible notes issued in accordance with the Initial Note agreement had the original conversion price of $3.74 (as cited in the March 7, 2007 agreement) which was adjusted to a conversion price of $0.085 in accordance with the anti-dilution provisions of this loan and security agreement. This conversion price adjustment was triggered as a result of the issuance of the 2008 Promissory Notes on September 29, 2008 thereby resulting in a reset of (a) the conversion price of the Initial Notes, (b) the exercise price of the warrants related to the Initial Notes and (c) the number of shares that may be purchased by such warrants. As compensation for forbearance from the lenders in 2012, the conversion rate was further adjusted to 75% of the lowest daily volume weighted average price (VWAP) of the Company’s common stock for the 1, 5 or 10 days immediately prior to the conversion.

 

During the nine month period ended September 30, 2013, the Company issued 9,500,000 shares of common stock to Alpha Capital Anstalt (to whom Longview Special Finance has assigned its ownership interest in notes receivable to the Company) upon the conversion of $10,013 of outstanding principal due on the 8% Senior Secured Convertible Notes held by Longview Special Finance. Also during this period the Company issued 42,000,000 shares of common stock to Alpha Capital Anstalt upon the conversion of $31,838 of interest due on the 8% Senior Secured Convertible Notes held by Longview Special Finance.

 

During the nine month period ended September 30, 2013, the Company issued 25,872,435 shares of common stock to Merit Consulting upon the conversion of $21,478 of interest due on the 8% Senior Secured Convertible Notes held by Platinum Advisors.

 

2013 Senior Secured Promissory Notes

During the nine month period ended September 30, 2013, the Company entered into various Senior Secured Promissory Notes aggregating to $138,906 with Platinum and Alpha (“the 2013 Senior Secured Promissory Notes”). The 2013 Senior Secured Promissory Notes are secured by, among other things, (i) the continuing security interest in certain assets of the Company pursuant to the terms of the Initial Notes dated March 7, 2007, (ii) the Pledge Agreement, as defined in the Initial Notes, and (iii) the Patent Security Agreement, dated as of March 6, 2007. The proceeds from the 2013 Senior Secured Promissory Notes are available for general working capital purposes and cannot be used to redeem or make any payment on account of any securities due to the Lenders.  The 2013 Senior Secured Promissory Notes bear interest, in arrears, at a rate of 8% per annum and are payable in cash as follows: $21,000 due on June 30, 2013, $30,006 due on July 30, 2013, $49,400 due on September 30, 2013, $2,500 due October 30, 2013 and $36,000 due November 30, 2013. Past due amounts have been extended through forbearance agreements with the principal and interest due on dates ranging from November 30, 2013 to December 31, 2013.

 

2012 Forbearance

During the nine month period ended September 30, 2012, the Company entered into various forbearance agreements between the Company and Platinum, Platinum Advisors, Merit Consulting, Longview Special Finance and Alpha Capital Anstalt (the lenders) which extended the due dates of all outstanding notes and accrued interest.  As consideration for these forbearances, the lenders added $50,000 to the principal balance of the Initial Notes and resulted in a loss on modification of debt of $50,000 for the nine month period ended September 30, 2012 and is reported in the statement of operations.

 

 

Subordinated Secured Convertible Note

 

Convertible Notes

On December 4, 2009, the Company received net proceeds of $197,500 pursuant to the terms of a subscription agreement dated as of November 30, 2009 with Cape One an accredited investor.  Pursuant to the terms of the Subscription Agreement the Company issued (i) a 10% Subordinated Secured Convertible Promissory Note (“the 10% Convertible Note”) in the principal amount of $225,000 and (ii) a five-year common stock purchase warrant to purchase 2,647,059 shares, subject to certain anti-dilution provisions in the agreement of the Company’s common stock, par value $0.001 per share at an exercise price of $0.425 per share. The balance of this note as of September 30, 2013 is $271,100, a result of increases as consideration for forbearance and conversions of principal.

 

The 10% Convertible Note had a 15-month term, bears interest at 10% per annum and is secured by certain assets of the Company pursuant to a security agreement, dated November 30, 2009.  The 10% Convertible Note is convertible into Common Stock at any time prior to maturity (provided that such conversion does not result in the holder and its affiliates beneficially owning in excess of 4.99% (9.99% upon 61 days prior written notice) of the issued and outstanding Common Stock at $0.085 per share (the “Conversion Price”), subject to adjustment upon the occurrence of certain anti-dilution events.  Interest under the Note is due quarterly in cash or if registered, in the Company’s common stock at a 20% discount in accordance with a formula set forth in the 10% Note.  The 10% Note and security interest is subordinate to certain outstanding senior indebtedness of the Company held by Platinum Long Term Growth IV, LLC, Merit Consulting and Alpha Capital Anstalt. (“Senior Lenders”). Upon the occurrence of Events of Default as set forth in the Note, the principal and interest due under the Note may be accelerated and the interest rate payable may be increased to 18%.  The company has entered into various forbearance agreements between Cape One and the Company which extended the due date of the outstanding principal and interest, which is accruing at the default rate of 18%.

 

During nine month periods ended September 30, 2013 and 2012, the Company entered into various forbearance agreements which extended the due date of all the outstanding principal and interest balances.  As consideration for these forbearances, Cape One will be paid $55,000 which was added to the principal balance of the note and resulted in a loss on modification of debt of $30,000 and $25,000 for the nine month periods ended September 30, 2013 and 2012, respectively, as reported in the statement of operations. In consideration for forbearance in 2012, the conversion rate of the note was adjusted from $0.085 to 75% of the lowest VWAP for the 1, 5 or 10-day period immediately prior to the conversion. This note has been extended through forbearance agreements and is now due and payable on November 30, 2013.

 

During nine month period ended September 30, 2013, the Company issued 12,000,000 shares of common stock to Cape One upon the conversion of $9,900 of outstanding principal due on the Subordinated Senior Convertible note. During the nine month period ended September 30, 2013, the Company issued 9,000,000 shares of common stock to Cape One in payment of $8,775 of interest expense obligations on the Subordinated Secured Convertible Note.

 

Registration Rights Agreement

On March 7, 2007, the Company entered into a Registration Rights Agreement with the Agent and the other investors, pursuant to which the Company agreed to prepare and file within 60 days of the March 7, 2007 agreement, a registration statement for resale under the Securities Act of 1933, the common stock issuable upon the exercise of the Warrants, in payment of interest on, or upon conversion of, the Notes. The Company further agreed to use its best efforts to cause the Registration Statement to be declared effective 120 days following the March 7, 2007 agreement date, or within 150 days if the Company receives a comment letter from the SEC, and to maintain such Registration Statement for the two year period following this date. This agreement allows for liquidated damages based on a daily amount of 0.0333% of the principal amount of the notes relating to the common stock issuable upon conversion of the Notes included in the Registration Statement.

 

The registration statement had not been updated with the requisite SEC filings outlined above and as such, the Company was in default of this provision of the Registration Rights Agreement. The Company recorded a total of $146,028 in such liquidated damages as of December 17, 2007, the date the registration statement was declared effective. As of December 31, 2007, $63,539 of this obligation was paid in cash and $82,489 was recorded as an accrued liability. The lender has the option to settle the liquidated damages in common stock valued at the average price for the five days prior to the end of a payment period. At September 30, 2013 and December 31, 2012 the outstanding balance for this obligation was $82,489.

 

3.     DISCONTINUED OPERATIONS

 

On May 10, 2013 the Company ceased all activities associated with the Medical Board business segment. The Company assessed this segment and determined that inadequate income had been generated relative to the efforts of production and administrative support. The Statement of Operations for the three and nine months ended September 30, 2013 reflects the Medical Board business as a discontinued operation and prior reported periods have been reclassified to reflect this presentation. The results of discontinued operations are as follows: 

 

		For the three months ended								For the nine months ended
		September 30, 2013				September 30, 2012				September 30, 2013				September 30, 2012
Revenues from Medical Board business		$	-			$	9,375			$	14,750			$	31,250
Profit from Medical Board business		$	-			$	6,457			$	11,115			$	17,477

 

 

In connection with this decision to exit the Medical Board business, the Company filed a Certificate of Dissolution on May 10, 2013 with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs. As a result of this decision, certain unrecovered sample inventory amounts were written off during the second quarter of 2013. The loss on write-off of discontinued operations was $11,179 and is reflected in the Statement of Operations for the three months ended September 30, 2013.

 

The Nanotechnology business remains as the Company’s only reportable operating segment.

 

4.  DERIVATIVE LIABILITY

 

For stock based derivative financial instruments, the Company estimated the total enterprise value based upon trending of the firm value from December 2006 to September 2013 considering company specific factors including the changes in forward estimated revenues and market factors.  Once the enterprise value was determined an option pricing model was used to allocate the enterprise value to the individual derivative and other securities in the Company’s capital structure.  Significant unobservable inputs used in determining the value of the Company’s derivative liability include the trended firm value and volatility. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.

 

The Company’s derivative liabilities as of September 30, 2013 are as follows:

 

	·	The debt conversion feature embedded in the 8% Senior Secured Convertible Notes entered into in March 2007, August 2008, September 2008 and October 2008 which contains anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below this exercise price.
	·	The debt conversion feature and the 2,647,059 warrants exercisable at $0.425 per share granted in connection with the 10% Subordinated Secured Convertible Note (for which the rate has been increased to 18%) entered into in November 2009.  These agreements contain anti-dilution provisions that would be triggered if the Company issued instruments with rights to the Company’s common stock at prices below the exercise price.
	·	The 882,353 warrant shares granted to the CEO of the Company at an exercise price of $0.17 per share on January 2011 which vest over three years, for which the value is not material.
	·	The 28,500,000 warrants granted to the CEO of the Company and to three independent contractors at an exercise price of $0.0014 per share on February 26, 2013 which vested upon grant, for which the value is not material.

 

The fair value of the derivatives is as follows:

 

Derivative Liability		September 30, 2013				December 31, 2012
8% Notes conversion feature		$	10,516			$	24,285
10% Notes conversion feature			2,368				1,447
Total		$	12,884			$	25,732

 

The decrease in the fair value of the derivative liability of $12,848 was recognized as a gain on change in derivative liability in the statement of operations for the nine months ended September 30, 2013.

 

Significant fluctuations in the variables used in calculating the value of the Company’s derivative liabilities could have significant impact on the fair market valuation.

 

 

Fair Value Valuation Hierarchy Measurement

ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows.

 

	·	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
	·	Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
	·	Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

 

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The derivative liability was determined utilizing Level 3 inputs.

 

5.  STOCKHOLDERS EQUITY

 

As of September 30, 2013 the Company was authorized to issue up to 800,000,000 shares of common stock and 10,000,000 shares of preferred stock.

 

Preferred Stock Issuances

 

On June 10, 2013 the Company obtained the consent of the holders of the majority of the outstanding preferred shares for the creation of a Series D Preferred Stock. The holder of the Series D Preferred Stock is entitled to a 51% vote on all matters submitted to a vote of the shareholders of the Company. There are no other rights or preferences attached to the Series D Preferred Stock. On July 1, 2013, the Company issued 100 shares of the Company’s Series D Preferred Stock to Jim Wemett, the sole officer and a director of the Company, in consideration for services provided to the Company. Such securities were issued under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission.

 

On September 29, 2008 Platinum and Longview agreed to exchange detachable warrants to purchase 71,691,180 shares of common stock of the Company for $0.085 per share held by such Investors related to the March 6, 2007 convertible notes payable for 5,000,000 shares of Series B and C preferred stock.

 

On October 7, 2008, the Company filed a Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series C Preferred Stock (the “Series C Designation”) with the Secretary of State of the State of Nevada, and prepared a preferred stock certificate for delivery to Platinum Long Term Growth IV, LLC, evidencing 4,250,000 shares of Series C Convertible Preferred Stock of the Company (“Series C”).  On October 7, 2008, the Company also filed a Certificate of Designation of Rights, Preferences, Designations, Qualifications and Limitations of the Series B Preferred Stock (the “Series B Designation”) with the Secretary of State of the State of Nevada, and prepared a preferred stock certificate for delivery to Longview Special Funding, Inc., evidencing 750,000 shares of Series B Convertible Preferred Stock of the Company (“Series B”).  The Series B and Series C have an aggregate liquidation preference of $10,000 and participate in any dividends or distributions to the common shareholders on an as converted basis.

 

Each share of the Series B and Series C Convertible Preferred Stock is convertible into 160 shares of the Company’s common stock and votes on an as-converted basis (with each share having 160 votes).  The conversion rate was reduced to 9.41 as a result of the 2012 reverse split (Note 8), but was subsequently changed back to 160 as part of the consideration related to 2012 forbearance agreements (Note 2). Both the Series B and Series C designations limits the holders’ rights to convert its Convertible Preferred Stock, and the aggregate voting powers, to no more than 4.99% of the votes attributable to the total outstanding common shares.  Accordingly, the votes attributable to the Series B and Series C Convertible Preferred constitutes 4.99% of the aggregate votes attributable to the Company’s outstanding shares on an as converted basis and the votes Series B and Series C Convertible Preferred and the Series C Convertible Preferred, voting together represent approximately 9.98% of the aggregate votes attributable to the Company’s outstanding shares (on an as converted basis).  As of September 30, 2013 the Series B Convertible Preferred Stock has an aggregate liquidation value of $10 and the Series C Convertible Preferred Stock has an aggregate liquidation value of $6,607.

 

As a result of the Company not having sufficient authorized shares to satisfy the conversion of all outstanding convertible debt, convertible preferred stock, warrants and options, the Series B and C preferred shares have been moved into temporary equity classification on the balance sheet as of December 31, 2012. The preferred shares are presented at their fair value based on an allocation of the estimated total enterprise value to the preferred shares and other securities in the Company’s capital structure. The valuation methodology used is similar to that used in valuing the Company’s derivative liabilities (Level III inputs, see note 4). Any change in fair value of the preferred shares, which are deemed to be temporary equity, is reflected in additional paid in capital.

  

During the nine months ended September 30, 2013, Alpha elected to convert 137,500 shares of Series B preferred shares owned by Longview into 22,000,000 common shares at the conversion rate of 160 common shares per each Series B share. Longview has assigned its Series B preferred stock ownership to Alpha Capital Anstalt.

 

During the nine months ended September 30, 2013, Platinum elected to convert 745,855 shares of their Series C preferred shares into 119,336,800 common shares at the conversion rate of 160 common shares per each Series C share.

 

 

Common Stock Issuances

During the nine months ended September 30, 2013, the Company issued an aggregate of 76,872,435 shares in satisfaction of $62,090 of interest obligations to lenders on convertible debt. Also during this period, the Company issued an aggregate of 21,500,000 shares of its common stock in satisfaction of $19,913 of principal obligations to lenders on convertible debt.

 

During the nine months ended September 30, 2012, the Company issued an aggregate of 6,221,156 shares of its common stock in satisfaction of interest obligations of $241,164 and 13,594,382 shares in satisfaction of principal obligations of $983,585 to its senior debt holders. During the nine months ended September 30, 2012, the Company issued an aggregate of 1,764,706 shares of common stock to various individuals or entities in connection with professional consulting provided to the Company in an aggregate amount of $10,800.

 

Warrants Grants

The Company has issued warrants to purchase shares of its common stock to certain consultants and debt holders. As of September 30, 2013 and December 31, 2012 there were common stock warrants outstanding to purchase an aggregate 32,735,294 and 4,247,059 shares, respectively, of common stock pursuant to the warrant grant agreements summarized below.

 

On February 26, 2013 the Company issued warrants to purchase common stock to certain consultants, the Company’s CEO and the Company’s sole board member. These warrants (summarized below) grant the right to purchase one share of common stock at an exercise price of $0.0014 per share. The warrants were fully vested as of the grant date, expire February 26, 2023 and contain a cashless exercise provision. The fair value of the warrants was determined by estimating the total enterprise value of the Company based upon trending the firm value and considering company specific factors thereafter including the changes in forward estimated revenues and market factors.

 

Warrant grants made during the first quarter of 2013 are as follows:

	·	15,000,000 James Wemett CEO
	·	7,500,000 Paul LeFrois Consultant
	·	3,000,000 David Lubin Consultant
	·	3,000,000 Alexander Ruckdaeschel Board Member

 

A summary of the outstanding warrants is presented below:

 

		2013
		Shares				Weighted Average Exercise Price				Weighted Average Remaining Life-years
Outstanding at January 1, 2013			4,247,059			$	0.37				2.24
Granted during the year			28,500,000				0.0014				9.92
Cancelled or forfeited			(11,765	)			5.61
Warrants outstanding at September 30, 2013			32,735,294			$	0.05				8.51

 

 

 

6.  INCENTIVE STOCK PLANS

 

A summary of the status of the outstanding incentive stock plans is presented below at September 30, 2013:

 

		Shares				Weighted Average Exercise Price				Weighted Average Remaining Life-years
Outstanding at January 1, 2013			723,137			$	3.07				3.53
Granted/Exercises/Cancelled/Forfeited			(14,117	)
Options outstanding at September 30, 2013			709,020			$	3.57				2.37
Options exercisable at September 30, 2013			709,020			$	3.57				2.37

  

All compensation costs for the above options have been previously recognized in operations.

 

 

7.  COMMITMENTS and CONTINGENCIES

 

Legal Proceedings

 

On March 24, 2009 the Company received a demand notice from an attorney representing a group of certain former employees of the Company, including but not limited to the Company’s former President and Chief Financial Officer, demanding immediate payment of $331,265 for certain deferred compensation, severance and vacation benefits. Each of the former employees cited in the demand notice, as well as other former employees, had executed written agreements during 2008 that allowed the Company to defer certain of these compensation payments. The Company has accrued for earned and unused vacation benefits and deferred payroll costs for amounts electively deferred by these and other former employees as of December 31, 2009. The Company has retained counsel in connection with this demand and continues to evaluate this demand notice and has responded to this demand. No actions or probable settlement discussions between the parties have developed since the filing of this demand. Due to the Company’s current cash and liquidity position discussed above and the current evaluation of the items in the demand notice the timing of future payment of these outstanding amounts is uncertain. No further communication has been had regarding this notice.

 

8. REVERSE STOCK SPLIT

 

On June 14, 2012, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Nevada, to effect a 1-for-17 reverse stock split of its common stock, or the Reverse Stock Split. This action had previously been approved by the Company’s Board of Directors on March 23, 2012. As a result of the Reverse Stock Split, every seventeen shares of the Company’s pre-reverse split common stock were combined and reclassified into one share of its common stock. No fractional shares were issued in connections with the Reverse Stock Split. Stockholders who would have been entitled to receive a fractional share in connection with the Reverse Stock Split received one whole share. The par value and other terms of the common stock were not affected by the Reverse Stock Split.

 

The Company’s authorized shares immediately prior to the Reverse Stock Split totaled 5,000,000,000. These were adjusted to 294,117,647. The Company’s shares outstanding immediately prior to the Reverse Stock Split totaled 732,073,557. These were adjusted to 43,063,150 shares outstanding as a result of the Reverse Stock Split. The Company’s common stock began trading at its post-Reverse Stock Split price at the beginning of trading on June 14, 2012. Share, per share, and stock option amounts for all periods presented within this quarterly report on Form 10-Q for common stock and additional paid-in-capital were retroactively adjusted to reflect the Reverse Stock Split.

 

9.   SUBSEQUENT EVENTS

 

Subsequent to September 30, 2013 and prior to the filing of this report, the following items occurred:

 

Promissory Notes: On October 15, 2013, the Company borrowed $14,025 from Platinum Long Term Growth IV, LLC pursuant to the terms of a Senior secured Promissory Note. The note bears interest at the rate of 8% per annum and is due and payable January 30, 2014.

 

Series C Preferred Stock Conversion to Common Stock: On October 15, 2013, Platinum Long Term Growth IV, LLC elected to convert 207,863 shares of their Series C preferred shares into 33,258,080 common shares at the conversion rate of 160 shares per each Series C share. On November 11, 2013, Platinum Long Term Growth IV, LLC elected to convert 238,511 shares of their Series C preferred shares into 38,161,760 common shares at the conversion rate of 160 shares per each Series C share.   Payment of Accrued Interest with Common Stock: On November 7, 2013, the Company issued an aggregate of 16,000,000 shares of its common stock in satisfaction of $6,000 in interest obligations to Alpha Capital Anstalt.

  

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements that involve risks and uncertainties. These include statements about our expectations, plans, objectives, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” and similar expressions. Such forward looking statements include statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including statements relating to revenue realization, revenue growth, earnings, earnings per share, or similar projections. These statements estimates involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed for the reasons described in this report. You should not place undue reliance on these forward-looking statements.

 

 

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors such as:

 

	·	the ability to raise capital to fund our operations until we generate adequate cash flow internally;
	·	the terms and timing of product sales and licensing agreements;
	·	our ability to enter into strategic partnering and joint development agreements;
	·	our ability to competitively market our controlled release and filled tube products;
	·	the successful implementation of research and development programs;
	·	our ability to attract and retain key personnel;
	·	general market conditions.

 

Our actual results may differ materially from management’s expectations. The following discussion and analysis should be read in conjunction with our financial statements included herewith.  This discussion should not be construed to imply that the results discussed herein will necessarily continue in the future, or that any conclusion reached herein will necessarily be indicative of actual operating performance in the future. Such discussion represents only the best present assessment of our management.

 

The forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

General

Our primary mission is to develop and exploit technologies in the area of advanced materials science, with an emphasis on additives to industrial and consumer products, taking advantage of technological advances we have developed in-house. These technologies include a specific focus on nanoscale materials using modifications to tubular and spherical materials found in clay. Our strategy is to develop patentable processes and technologies related to these nanoscale materials and to develop products in the polymers and plastics industries as well as the composites, cosmetics, household products and agrichemical industries. During the second quarter of 2013, the Company made a decision to cease its Medical Board operating segment which focused on the design, manufacture and sale of customer designed error prevention/safety checklist boards to a related party which marketed and sold the boards.

 

NaturalNano is domiciled in the state of Nevada as a result of the merger with Cementitious Materials, Inc. (“CMI”), which was completed on November 29, 2005.

 

Liquidity and Capital Resources

Liquidity and Going Concern

Going Concern – The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company incurred a net loss for the nine months ended September 30, 2013 of $425,405 and had negative working capital of $6,324,803 and a stockholders’ deficiency of $6,387,163 at September 30, 2013. Since inception the Company’s growth has been funded through a combination of convertible debt and non-convertible debt from private investors and from cash advances from its former parent and former majority shareholder Technology Innovations, LLC. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations, to obtain additional financing, renegotiate the terms of existing financing obligations and ultimately to attain successful operations. The ability to successfully achieve those items is uncertain. The financial statements do not include any adjustments that might result from this uncertainty.

 

As of September 30, 2013, the Company had $3,771,865 in principal that was outstanding and past due under the terms of the Senior Secured Convertible Notes and Promissory Notes with Platinum Partners Long Term Growth IV (“Platinum”), Merit Consulting, LLC (“Merit”) (to whom Platinum Advisors has assigned their ownership interest in notes receivable from the Company), and Alpha Capital Anstalt (“Alpha”) (to whom Longview Special Finance Inc. has assigned their ownership interest in notes receivable from the Company). The Company entered into various Senior Secured Convertible Notes and Promissory Note obligations during the period from 2007 through 2010 with Platinum, Platinum Advisors and Longview, the holders of the Company’s primary debt obligations since 2007. The outstanding principal and all accrued and unpaid interest on these obligations was due and payable in full on various dates between March 6, 2009 and September 30, 2013. Platinum and Merit have granted waivers of default, extended the due dates of all the outstanding principal balances to December 31, 2013 and November 30, 2013, respectively, and waived the application of the 16% default interest rate. Additionally Platinum and Merit waived the automatic adjustment of the conversion rate for past and future S-8 stock issuances made for compensation and payments of services. Alpha has granted waivers of default, extended the due dates of all the outstanding principal balances to November 30, 2013, and waived the application of the 16% default interest rate. Additionally, Alpha waived the automatic adjustment of the conversion rate for past and future S-8 stock issuances made for compensation and payments of services.

 

 

As of September 30, 2013 the Company had $271,100 in principal that was outstanding and due under the terms of the Convertible Note with Cape One. Through a series of forbearance agreements, the Convertible Note matures and all outstanding principal is due and payable on November 30, 2013.

 

As of September 30, 2013, the Company continued to require waivers for debt covenant violations and extensions of maturity dates. Refer to Note 2 to the consolidated financial statements for lenders waivers and maturity extensions received from the lenders.

 

Operating activities

Net cash used in operating activities in the nine months ended September 30, 2013 and 2012 was $145,056 and $104,732, respectively. The net loss generated in the first nine months of 2013 was $632,870 less than the prior year period.  The Company continues to actively monitor spending and cash outflows in an effort to reduce costs until continuing revenue sources are developed. The Company is actively seeking opportunities to continue to reduce expenses and improve its liquidity position. We expect that total consolidated spending in 2013 to be equal if not slightly less than the 2012 levels, although we will continue to invest in product and commercialization efforts as our cash position and liquidity allow.

 

Total adjustments to reconcile the net loss to the cash used in operations aggregated $(33,164) in the first nine months of 2013 versus $556,227 in first nine months of 2012. The change in these non-cash items reflects decreases in Depreciation expense in 2013, and a reduction in the Loss on modification of debt and the impact of common shares issued in 2012 for services that did not recur in the first half of 2013.

 

Investing activities

No cash was used in investing activities in the nine months ended September 30, 2013 or 2012.

 

Financing Activities

Net cash provided from financing activities in the nine months ended September 30, 2013 and 2012 was $138,906 and $103,000, respectively. The cash flows from financing activities in the nine months of 2013 include the receipt of an aggregate of $114,300 in proceeds from Platinum Long Term Growth IV and $24,606 in proceeds from Alpha (to whom Longview Special Finance has assigned portions of its ownership interest in notes receivable from the Company). The cash flows from financing activities in the nine months of 2012 reflect a receipt of $79,000 in proceeds from Platinum Long Term Growth IV and $24,000 in proceeds from Longview special Finance.

 

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. Our actual results may differ from these estimates.

 

Refer to the Company’s December 31, 2012 report on Form 10K for a complete discussion of the critical accounting policies which have not changed during the nine months ended September 30, 2013.

 

Comparison of Statement of Operations for the three months ended September 30, 2013 and 2012

 

Revenue and Gross Profit

During the three months ended September 30, 2013 and 2012, the Company recorded $18,674 and $6,783, respectively in revenue from continuing operations. Cost of goods sold for continuing operations was $3,657 and $749 for the shipments completed in these respective quarters. Gross margin for continuing operations of $15,017 and $6,034 was realized for the three months ended September 30, 2013 and 2012, respectively.

 

The change in the Nanotechnology products sales year over year is a result of the unique market application of these products. The Company expects that it will experience significant variations in sales and gross margins with its Nanotechnology products as it continues to introduce to market and develop new products and related applications. Gross margin realized in the three months ended September 30, 2013 was 80% and 2012 was 89%.

 

Operating Expenses

Research and development expenses for the three months ended September 30, 2013 were $14,031 compared to $21,377 for the three months ended September 30, 2012.  The reduction in costs is primarily attributed to the reduction in depreciation due to the life of several long lived assets. Future research and development expenditure levels will be largely depend upon the availability of discretionary cash flow which is anticipated to be limited.

 

 

		For the three months ended								Variance
		September 30,								increase
Research and Development		2013				2012				(decrease)
Salaries and benefits		$	2,902			$	-			$	2,902
Consulting services			-				5,200				(5,200	)
Patent costs			-				910				(910	)
Depreciation			-				5,401				(5,401	)
Rent & utilities			11,327				8,346				2,981
Supplies and other			(198	)			1,520				(1,718	)
		$	14,031			$	21,377			$	(7,346	)

 

 

Total general and administrative expenses for the three months ended September 30, 2013 was $81,884 as compared to expenses of $93,549 for the three months ended September 30, 2012. Management continues to actively assess the Company’s operating structure with the objective align cash expenditures and expenses with growth in total revenue.

 

		For the three months ended								Variance
		September 30,								Increase
General and Administrative		2013				2012				(decrease)
Salaries & benefits		$	46,156			$	48,602			$	(2,446	)
Consulting Services			7,884				5,751				2,133
Legal & professional fees			12,415				21,214				(8,799	)
Insurance expense			850				969				(119	)
Shareholder and board expense			8,501				12,057				(3,556	)
Travel and entertainment			2,453				1,855				598
State tax			50				25				25
Supplies and other			3,575				3,076				499
		$	81,884			$	93,549			$	(11,665	)

 

Other (Expense) Income

Other (expense) income consists of interest expense on convertible and promissory notes outstanding and other debt related financing and amortization expenses considered components of interest expense for financial reporting.

 

		For the three months ended								Variance
		September 30,								increase
Other (Expense) Income		2013				2012				(decrease)
Interest on Senior convertible and promissory notes		$	(81,259	)		$	(75,692	)		$	5,567
Interest on 10% Subordinated Secured Convertible Notes			(11,949	)			(11,457	)			492
		$	(93,208	)		$	(87,149	)		$	6,059
Net (loss) gain on derivative liability		$	89,536			$	534			$	89,002
Gain (loss) on forgiveness/modification of debt		$	-			$	(163,566	)		$	(163,566	)

 

Gain on dissolution of Combotexs

$

39,373

$

-

$

39,373

 

The increase in interest expense for the third quarter of 2013 as compared to the third quarter of 2012 reflects additions to principal through new notes or forbearance consideration during the current quarter.

 

The gain on derivative liability in the third quarter of 2013 is the result of updated valuations performed for the Company on instruments that, due to the Company’s number of authorized common shares being insufficient, result in derivative liabilities. As of September 30, 2013 the Company did not have sufficient shares to satisfy conversion of all outstanding instruments.

 

The Company regularly received forbearance agreements from lenders due to the Company being in default of loan requirements. These amounts are recorded as losses on modification of debt in the income statement. During the third quarter of 2012, the Company recorded a loss on modification of debt in consideration for a change in the conversion rate of debt and preferred stock as defined in the Initial Notes and the 2008 Senior Convertible Promissory Notes in the amount of $163,566.

 

In the second quarter of 2013, the Company filed a Certificate of Dissolution for Combotexs, LLC with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs (a dormant New York limited liability company.) Prior to this action, the Company had a 51% controlling interest in Combotexs.  The dissolution was accepted by NYS in the third quarter of 2013. As a result of these actions, the non-controlling interest in subsidiary in the stockholders deficiency section of the balance sheet was eliminated in the third quarter of 2013 in the amount of $14,264 and a gain of $39,373 was taken in the third quarter of 2013, which was attributed to the release of outstanding liabilities.

 

 

Comparison of Statement of Operations for the nine months ended September 30, 2013 and 2012

 

Revenue and Gross Profit

During the nine months ended September 30, 2013 and 2012, the Company recorded $141,992 and $55,331, respectively in revenue from continuing operations. Cost of goods sold was $27,687 and $3,880 for the shipments completed in the respective quarters. Gross margin of $114,305 and $51,451 was realized for the nine months ended September 30, 2013 and 2012, respectively.

 

The change in the Nanotechnology products sales year over year is a result of the unique market application of these products. The Company expects that it will experience significant variations in sales and gross margins with its Nanotechnology products as it continues to introduce to market and develop new products and related applications. Gross margin realized from continuing operations in the nine months ended September 30, 2013 was 81% and in 2012 was 93%.

 

Operating Expenses

Research and development expenses for the nine months ended September 30, 2013 were $41,623 compared to $90,084 for the nine months ended September 30, 2012.  The reduction in costs is primarily attributed to the reduction in depreciation. Future research and development expenditure levels will be largely depend upon the availability of discretionary cash flow which is anticipated to be limited.

 

		For the nine months ended								Variance
		September 30,								increase
Research and Development		2013				2012				(decrease)
Salaries and benefits		$	9,633			$	-			$	9,633
Consulting services			-				15,462				(15,462	)
Patent costs			619				5,561				(4,942	)
Depreciation			-				39,454				(39,454	)
Rent & utilities			30,721				24,112				6,609
Supplies and other			650				5,495				(4,845	)
		$	41,623			$	90,084			$	(48,461	)

 

Total general and administrative expenses for the nine months ended September 30, 2013 was $265,150 as compared to expenses of $268,437 for the nine months ended September 30, 2012. The increase is primarily a result of an increase in audit fees year over year. Management continues to actively assess the Company’s operating structure with the objective align cash expenditures and expenses with growth in total revenue.

 

		For the nine months ended								Variance
		September 30,								Increase
General and Administrative		2013				2012				(decrease)
Salaries & benefits		$	136,702			$	143,500			$	(6,798	)
Consulting Services			23,365				27,119				(3,754	)
Legal & professional fees			50,975				45,714				5,261
Insurance expense			4,097				2,762				1,335
Shareholder and board expense			30,233				29,637				596
Travel and entertainment			6,243				7,313				(1,070	)
State tax			1,151				1,784				(633	)
Supplies and other			12,384				10,608				1,776
		$	265,150			$	268,437			$	(3,287	)

 

Other (Expense) Income

Other (expense) income consists of interest expense on convertible and promissory notes outstanding and other debt related financing and amortization expenses considered components of interest expense for financial reporting.

 

		For the nine months ended								Variance
		September 30,								increase
Other (Expense) Income		2013				2012				(decrease)
Interest on Senior convertible and promissory notes		$	(238,248	)		$	(263,417	)		$	(25,169	)
Interest on 10% Subordinated Secured Convertible Notes			(36,500	)			(32,233	)			4,267
		$	(274,748	)		$	(295,650	)		$	(20,902	)
Net gain on derivative liability		$	12,848			$	534			$	12,314
Gain (loss) on forgiveness/modification of debt		$	(10,336	)		$	(473,566	)		$	(463,230	)
Gain on dissolution of Combotexs		$	39,373			$	-			$	39,373

 

 

The overall decrease in interest expense in 2013 as compared to 2012 is due to conversions of outstanding principal to common stock during 2013 being greater than additions to principal through new notes or forbearance consideration.

 

The loss on derivative liability in 2013 is the result of updated valuations performed for the Company on instruments that, due to the Company’s current number of authorized common shares being insufficient, result in derivative liabilities. As of September 30, 2013 the Company had sufficient shares to satisfy conversion of all outstanding instruments.

 

During 2013, the Company entered into various agreements with certain vendors to settle accounts payable that were outstanding for amounts less than the liability that was recorded in the accompanying balance sheet. As a result of these agreements, liabilities of $19,664 were relieved, resulting in a gain on forgiveness of debt. These vendor concessions have been treated as gains in the period that the underlying agreement was reached. Also 2013, as consideration for a waiver of forbearances from Cape One, $30,000 was added to the outstanding principal balance of the note and resulted in a loss on modification of debt of $30,000.

 

The Company regularly receives forbearance agreements from lenders due to the Company being in default of loan requirements. From time to time the lenders, as consideration for the forbearance agreements, add amounts to the principal of the outstanding notes. These amounts are recorded as losses on modification of debt in the income statement. During the nine months ended September 30, 2013 $30,000 was added to the outstanding principal owed to Cape One in exchange for forbearance. During the nine months ended September 30, 2012, $130,000 was added to the outstanding principal owed to Longview, $125,000 was added to the outstanding principal owed to Platinum, and $55,000 was added to the outstanding principal owed to Cape One in exchange for such forbearances.

 

In the second quarter of 2013, the Company filed a Certificate of Dissolution for Combotexs, LLC with the state of New York under section 1003 of the Business Corporation Law in connection with the unanimous written consent of the shareowners of Combotexs (a dormant New York limited liability company.) Prior to this action, the Company had a 51% controlling interest in Combotexs.  The dissolution was accepted by NYS in the third quarter of 2013. As a result of these actions, the non-controlling interest in subsidiary in the stockholders deficiency section of the balance sheet was eliminated in the third quarter of 2013 in the amount of $14,264 and a gain of $39,373 was taken in the third quarter of 2013, which was attributed to the release of outstanding liabilities.

 

Item 4. - Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining effective disclosure controls and procedures. Our Chief Executive Officer has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the CEO as appropriate, to allow timely decisions regarding required disclosure.

 

Based on this evaluation, and in light of the material weaknesses in our internal control over financial reporting that are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 our Chief Executive Officer has concluded that our disclosure controls and procedures were not effective. The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine transactions in accordance with U.S. generally accepted accounting principles.

 

The Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with the segregation of duties were ineffective. During the fourth quarter of 2008 and the first half of 2009 the Company experienced the resignations in the positions of controller, Chief Financial Officer and Chief Executive Officer. These roles have been filled since the first quarter of 2009 by part time and contract staffing. To address the material weaknesses the Company performed additional analyses and other post-closing procedures to ensure our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Notwithstanding these material weaknesses, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented.

 

 

There can be no assurance, however, that our disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in our periodic reports. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

  

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

There have been no material developments to the legal proceeding disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Recent Sales of Unregistered Securities

 

I.

During the third quarter of 2013, the Company issued shares of common stock in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of such Act. We issued these shares in connection with a Notice of Conversion received from Alpha Capital Anstalt as specified under the terms and conditions of the 8% Senior Secured Convertible Debt. These shares were converted at the per share price presented below reflecting satisfaction in interest payments on the outstanding notes.

 

August 21, 2013 13,000,000 shares in satisfaction of $7,800 in interest payments converted at $0.0006 per share

 

II.

During the third quarter of 2013, the Company issued shares of common stock in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4 (2) of such Act. We issued these shares in connection with a Notice of Conversion received from Platinum Long Term Growth IV as specified under the terms and conditions of the Preferred C shareholder agreement. These shares were converted at 160 shares for each preferred share:

 

August 13, 2013 29,056,640 shares in conversion of 181,604 shares of Preferred C shares

 

III.

On July 1, 2013, the Company issued 100 shares of the Company’s Series D Preferred Stock to Jim Wemett, the sole officer and a director of the Company, in consideration for services provided to the Company. Such securities were issued under Section 4(2) of the Securities Act of 1933, as amended and Regulation D promulgated by the Securities and Exchange Commission.

 

IV.

On October 11, 2013 the Company issued shares of common stock in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4 (2) of such Act. We issued these shares in connection with a Notice of Conversion received from Platinum Long Term Growth IV as specified under the terms and conditions of the Preferred C shareholder agreement. These shares were converted at 160 shares for each preferred share:

 

October 11, 2013 33,258,080 shares in conversion of 207,863 shares of Preferred C shares

 

V.

On November 6, 2013 the Company issued shares of common stock in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of such Act. We issued these shares in connection with a Notice of Conversion received from Alpha Capital Anstalt as specified under the terms and conditions of the 8% Senior Secured Convertible Debt. These shares were converted at the per share price presented below reflecting satisfaction in interest payments on the outstanding notes.

  

November 6, 2013 16,000,000 shares in satisfaction of $6,000 in interest payments converted at $0.000375 per share

 

VI.

On November 11, 2013 the Company issued shares of common stock in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of such Act. We issued these shares in connection with a Notice of Conversion received from Platinum Long Term Growth IV as specified under the terms and conditions of the Preferred C shareholder agreement. These shares were converted at 160 shares for each preferred share:

 

November 11, 2013 38,161,760 shares in conversion of 238,511 shares of Preferred C shares

 

 

Item 3. Defaults Upon Senior Securities

 

Effective as of September 30, 2013, the Company entered into various Forbearance Agreements with Platinum Long Term Growth IV LLC and Merit Consulting LLC relating to the Company’s default on various terms and conditions with borrowing agreements. Platinum Long Term Growth IV LLC and Merit Consulting LLC agreed to not take any action or exercise or move to enforce any rights or remedies provided for in the various loan documents or otherwise available to it, under law or equity, due to the events of default under the existing Notes until December 31, 2013 and November 30, 2013, respectively, unless extended by the lenders in their discretion.

 

  

These Forbearance Agreements also extend to the Registration Rights Agreement entered into by the Company on March 7, 2007. Platinum Long Term Growth and Merit Consulting LLC have agreed to forbear from demanding payments defined in these agreements until November 30, 2013.

 

Effective as of September 30, 2013 the Company entered into a Forbearance Agreement with Platinum Long Term Growth LLC due to the Company’s default on various terms and conditions under the following borrowing agreements:

$2,750,000 8% Senior Secured Notes due March 6, 2009,

$150,000 8% Senior Secured Notes due March 6, 2009,

$59,500 8% Senior Secured Notes due January 31, 2010,

$190,000 8% Senior Secured Promissory Note due January 31, 2010,

$136,375 8% Senior Secured Promissory Note due January 31, 2010,

$5,000 8% Senior Secured Promissory Note due June 30, 2009,

$15,000 8% Senior Secured Promissory Note due June 30, 2009,

$25,000 16% Senior Secured Promissory Note due October 12, 2009, and

one or more secured bridge notes in the current principal amount of $394,973 (together the “Notes”).

 

Also, effective as of  September 30, 2013 the Company entered into a Forbearance Agreement with Merit Consulting LLC (to whom Platinum Advisors LLC has assigned its ownership interest in notes receivable to the Company) relating to the Company’s default on $97,500 of 8% Senior Secured Notes due March 6, 2009. Merit agreed to not take any action or exercise or move to enforce any rights or remedies provided for in the various loan documents or otherwise available to it, under law or equity, due to the events of default under the existing Notes until November 30, 2013 unless extended by Merit in their discretion.

 

Effective as of August 15, 2013 the Company entered into a Forbearance Agreement with Alpha Capital Anstalt (to whom Longview Special Finance has assigned its ownership interest in notes receivable to the Company) relating to the Company’s default on various terms and conditions with borrowing agreements. Alpha Capital Anstalt  agreed to not take any action or exercise or move to enforce any rights or remedies provided for in the various loan documents or otherwise available to it, under law or equity, due to the events of default under the existing Notes until November 30, 2013 unless extended by Alpha Capital Anstalt in their discretion.

 

As consideration for the January 1, 2012 forbearance agreement Longview was paid $30,000 which was added to the principle balance of the note. The January 1, 2012 forbearance agreement was considered and accounted for as modification of debt and a loss of $30,000 for the three months ending March 31, 2013 and reported in the statement of operations. As consideration for the forbearance agreement, effective April 16, 2012, Longview/Alpha will be paid $50,000 which will be added to the principle balance of the note. The forbearance agreement was considered and accounted for as modification of debt and a loss of $50,000 for the three months ending June 30, 2012 and was reported in the statement of operations.

 

The Company is in default on various terms and conditions under the assigned Alpha Capital Anstalt borrowing agreements:

 

$500,000 8% Senior Secured Notes due March 6, 2009,

$20,000 8% Senior Secured Notes due March 6, 2009,

$30,000 Senior Secured Promissory Note due January 31, 2010,

$25,500 Senior Secured Promissory Note due January 31, 2010,

$34,750 16% Senior Secured Promissory Note due January 31, 2010,

$40,000 16% Senior Secured Promissory Note due November 1, 2009,

one or more secured bridge notes in the current principal amount of $106,778 (together the “Notes.”)

 

Alpha Capital Anstalt has agreed to forbear from demanding payments defined in the Registration Rights Agreement until November 30, 2013.

 

As of December 31, 2009, the Company was not in compliance with certain debt covenants of the Subordinated Secured Convertible Note including limitations on the use of proceeds.  On January 31, 2013 the Company received a waiver from the Cape One Financial LP (“Cape One”) indicating that the Lender will not demand payment of principal, default interest and liquidated damages as a result of non-compliance with any existing covenant violations through September 30, 2013. On March 15, 2011, the Company entered into a forbearance agreement with Cape One which extended the due date from March 1, 2011 to June 30, 2011. As consideration for this forbearance, Cape One will be paid $30,000 which will be added to the principle balance of the note. In addition, the interest rate on the outstanding amount during the forbearance period will be adjusted to 18%. The forbearance agreement was considered and accounted for as a modification of debt and resulted in a loss of $30,000 for the three months ended March 31, 2011 reported in the statement of operations. Effective June 30, 2011, the Company and Cape One entered into a forbearance agreement which altered the due date of the Convertible Note from June 30, 2011 to October 1, 2011. Effective September 30, 2011, the Company and Cape One entered into another forbearance agreement which altered the due date of the Convertible note from October 1, 2011 to November 22, 2011. As consideration for this forbearance, Cape One will be paid $30,000 which will be added to the principal balance of the note. This forbearance agreement was considered and accounted for as a modification of debt and resulted in a loss of $30,000 for the three months ended September 30, 2011 reported in the statement of operations. Effective January 17, 2012, the Company entered into a forbearance agreement which extends the due date of all the outstanding principal and interest balances to April 16, 2012.  As consideration for this forbearance, Cape One will be paid $30,000 which will be added to the principle balance of the note. The forbearance agreement was considered and accounted for as modification of debt and a loss of $30,000 for the three months ending March 31, 2012 and reported in the statement of operations. Effective June 30, 2013, the Company and Cape One entered into another forbearance agreement which altered the due date of the Convertible note to August 31, 2013. As consideration for this forbearance, Cape One will be paid $30,000 which will be added to the principal balance of the note. This forbearance agreement was considered and accounted for as a modification of debt and resulted in a loss of $30,000 for the nine months ended September 30, 2013 reported in the statement of operations.

 

 

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

None.

 

  

Item 6. Exhibits

 

Exhibit No.		Description
10.148		8% Senior secured Promissory Note dated as of July 2, 2013 in the original principal amount of $2,400 issued by NaturalNano, Inc. and NaturalNano Research, Inc. to Platinum Long Term Growth IV, LLC.
10.149		8% Senior secured Promissory Note dated as of July 2, 2013 in the original principal amount of $20,400 issued by NaturalNano, Inc. and NaturalNano Research, Inc. to Platinum Long Term Growth IV, LLC.
10.150		8% Senior secured Promissory Note dated as of July 2, 2013 in the original principal amount of $3,600 issued by NaturalNano, Inc. and NaturalNano Research, Inc. to Alpha Capital Anstalt.
10.151		8% Senior secured Promissory Note dated as of October 15, 2013 in the original principal amount of $14,025 issued by NaturalNano, Inc. and NaturalNano Research, Inc. to Platinum Long Term Growth IV, LLC.
10.152		Letter Agreement effective as of September 30, 2013 with Platinum Long Term Growth IV, LLC regarding their forbearance with respect to the $2,750,000 8% Senior Secured Notes due March 6, 2009, $150,000 8% Senior Secured Notes due March 6, 2009, $59,500 8% Senior Secured Notes due January 31, 2010, $190,000 8% Senior Secured Promissory Note due January 31, 2010, $136,375 8% Senior Secured Promissory Note due January 31, 2010, $5,000 8% Senior Secured Promissory Note due June 30, 2009, $15,000 8% Senior Secured Promissory Note due June 30, 2009, $25,000 16% Senior Secured Promissory Note due October 12, 2009, and one or more secured bridge notes in the current principal amount of $330,573 (together the “Notes”).
10.153		Letter Agreement effective as of September 30, 2013 with Cape One Financial regarding their forbearance with respect to the $225,000 10% Senior Secured Convertible Note due March 1, 2010.
31.1		Certification of principal executive officer and principal accounting officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

Certification of principal executive officer and principal accounting officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

  

  

SIGNATURES

 

Pursuant to the 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. 

				NaturalNano, Inc.
	Date:	November 19, 2013		/s/ James Wemett
				James Wemett
				President and Director (Principal Executive, Financial and Accounting Officer)