U.S. SECURITIES AND EXCHANGE COMMISSION


Washington D.C. 20549




FORM 10-K/A




þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934




For the Fiscal Year Ended: December 31, 2012




oTRANSITION 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 registeredNone

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 þNo o(2) Yes þNo 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 þNO 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 companyþ




Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES oNO 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.






PART IV.
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)(3) EXHIBITS. The following exhibits are included as part of this report:




Exhibit No.

Description3.1

Articles of Incorporation3.2

Bylaws4.1

Specimen stock certificate10.1

Form of Executive Compensation Agreement31.01*

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.02*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.01*

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 200232.02*

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 2002101.INS

XBRL INSTANCE DOCUMENT101.SCH

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT101.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.




2




SIGNATURES




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





NANO MASK, INC.March 29, 2013
By:
/s/ Edward SuydamEdward Suydam,Chief Executive Officer (Principal Executive Officer) and DirectorMarch 29, 2013By :
/s/ Michael J. MarxMichael J. Marx,Chief Financial Officer (Principal Financial

Officer and PrincipalAccounting 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

March 29, 2013/s/ Marc Kahn

Chief Medical Officer and Director

March 29, 2013/s/ David J. Willoughby

Vice President, Marketing & Sales and Director

March 29, 2013/s/ Vicki L. Aksland

Director

March 29, 2013/s/ Hassan Bennani

Director

March 29, 2013