8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of report (date of earliest event reported):

January 27, 2006

NaturalNano, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-49901	87-0646435
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

150 Lucius Gordon Drive, Suite 115

West Henrietta, New York 14586

(Address of principal executive offices)

(585) 214-8005

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.03. Amendments to Articles of Incorporation or By-laws

On January 27, 2006, we filed with the Secretary of State of the State of Nevada a Certificate of Change to amend our Restated Articles of Incorporation to increase the number of authorized shares of our Common Stock, par value $0.001 per share, from 100,000,000 shares to 200,000,000 shares. The amendment will become effective on February 8, 2006. As a result of such amendment, the number of issued and outstanding shares of our Common Stock held by each stockholder of record at the effective date and time of such amendment will be correspondingly increased. The Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K. The foregoing description of the amendment to our Restated Articles of Incorporation is qualified in its entirety by reference to such Exhibit.

On January 27, 2006 we issued a press release announcing the amendment. The press release is filed as Exhibit 99.1.

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Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description of Exhibit
3.1	Certificate of Change
99.1	Press Release issued January 27, 2006 entitled “NaturalNano Shareholders to Receive Additional Shares; Company Increases Shares to Enhance Trading Liquidity”

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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 hereunto duly authorized.

	NATURALNANO, INC.
		/s/ Kathleen A. Browne
Date: January 27, 2006		Kathleen A. Browne Chief Financial Officer

EX-3.1

EX-99.1

Exhibit 99.1

PRESS RELEASE

NaturalNano Shareholders to Receive Additional Shares

Company Increases Shares to Enhance Trading Liquidity

Rochester, NY - (PRNewswire) - January 27, 2006 --NaturalNano, Inc. (OTCBB: NNAN) (FWB: N3N), a company whose primary business is discovering, refining, and marketing naturally occurring nanomaterials, announced today that all existing shareholders of record at the close of business on February 8, 2006 will receive one additional common share for every common share held. Stock certificates for the newly issued shares will be delivered to the shareholders of record and will not require the exchange of their existing certificates.

NaturalNano President Michael Riedlinger said, “The Company’s board of directors has undertaken this initiative and approved the increase in the number of shares authorized in order to enhance trading liquidity and to further broaden NaturalNano’s shareholder base. In addition, this undertaking reinforces the Company’s strong commitment to building shareholder value.”

Riedlinger continued, “We believe NaturalNano is poised for substantive growth. The Company has the expertise needed to further develop our patent portfolio and apply our nanotechnology developments to broad applications across numerous industries. We are currently focused on the commercialization of our proprietary nanotechnologies related to naturally occurring halloysite nanotubes. Key initiatives for the year include: expanding the Company’s patent portfolio, increasing our visibility in the scientific and investment communities, and building strategic alliances with major companies that are seeking competitive advantages through the use of our technologies in their market areas. These are vital to reaching our goals for 2006 and for delivering growth to our shareholders.”

NaturalNano has rights to multiple issued and pending patents that cover processes, compositions, and derivatives for the nanotubes found in halloysite clay. More than 200 different commercial applications have been identified to date. The Company is also developing proprietary, patent-pending extraction, separation, and classification technologies to enable production of more uniform nanotubes to meet the higher standards required for advanced applications of the naturally occurring nanotubes. These include precise, controlled, and extended release of application-specific additives for use with cosmetics, polymers and plastics and other areas.

To learn more about NaturalNano, please visit www.naturalnano.com.

About NaturalNano, Inc.

NaturalNano, Inc. (OTCBB: NNAN) is a materials science company developing unique and proprietary processes for refining naturally occurring nanotubes and other nanomaterials that add competitive properties to a range of applications. These include additives to cosmetics and personal care products, and absorbent materials, as well as: electromagnetic interference shielding, specialty coatings, and material additives for industrial polymers, plastics and composites. NaturalNano possesses broad intellectual property rights and proprietary know-how for extraction and separation processes, compositions, and derivatives of halloysite and other nanotubes. For more information, please visit www.naturalnano.com

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this press release may constitute forward-looking statements within the meaning of applicable securities laws. These statements reflect what NaturalNano anticipates, expects, or believes may happen in the future. NaturalNano's actual results could differ materially from the outcome or circumstance expressed or implied by such forward-looking statements as a result of a variety of factors including, but not limited to: NaturalNano’s ability to develop its technologies; the approval of NaturalNano's patent applications; the successful implementation of NaturalNano's research and development programs; the ability of NaturalNano to demonstrate the effectiveness of its technology; the acceptance by the market of NaturalNano's technology and products incorporating such technology, the ability of NaturalNano to effectively negotiate and enter into contracts with third parties for the licensing of NaturalNano's technology; competition; the ability of NaturalNano to raise capital to fund its operating and research and development activities until it generates revenues sufficient to do so; and the timing of projects and trends in future operating performance, as well as other factors expressed from time to time in NaturalNano's periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with NaturalNano's periodic filings with the SEC which are incorporated herein by reference. The forward-looking statements contained herein are made only as of the date of this press release, and NaturalNano undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Media Contacts:

NaturalNano Inc.

Bobbi Drew

Bobbi@naturalnano.com

585-214-8172

Jennifer Gould

JGould@rubensteinpr.com

212-843-8037