8-K

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):

February 15, 2007

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.)

15 Schoen Place

Pittsford, New York 14534

(Address of principal executive offices)

(585) 267-4850

(Registrant’s telephone number, including area code)

150 Lucius Gordon Drive, West Henrietta, New York 14586

(former Name or Former Address, if Changed Since Last Report)

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))

Item 1.01. Entry into a Material Definitive Agreement.

(i) Lease Amendment

On February 15, 2007, we amended the Lease for our new corporate offices at 15 Schoen Place, Pittsford, New York to change the lease commencement date from October 1, 2006 to March 1, 2007 in order to reflect delays in the landlord’s delivery of possession of the premises. All other time periods in the Lease (including the dates for rent increases and the lease termination date) were also extended by five months.

Amendment No. 1 to the Lease is filed herewith as Exhibit 10.1 and incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to such Exhibit.

(ii) Compensation Adjustment for President and Chief Technology Officer.

On March 2, 2007, our Board of Directors, acting on the recommendation of the Board’s Compensation Committee, approved an adjustment in the base compensation of Cathy A. Fleischer, our President and Chief Technology Officer. Dr. Fleischer’s base salary was increased to $180,000 per annum, retroactive to November 2, 2006, the date on which she was elected President. In addition, Dr. Fleischer will be eligible to receive the following cash bonuses upon achievement of the specified milestones (assuming her continued employment through the dates on which such milestones are achieved): (i) $10,000, upon the execution of a joint development agreement; (ii) $25,000, upon achieving revenues of at least $500,000 within a twelve month period; and (iii) $50,000, upon achieving positive cash flow for a six-month period. The Compensation Committee also awarded Dr. Fleischer options under our 2007 Incentive Stock Plan for the purchase of up to 1,200,000 shares of our common stock; the options vest over a period of thirty months, subject to Dr. Fleischer’s continued employment.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description of Exhibit
10.1	Amendment No. 1 to Lease between Schoen Place LLC and NaturalNano, Inc.

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: March 7, 2007Kathleen A. Browne

                                                                                       Chief Financial Officer

EX-10.1

Exhibit 10.1

SCHOEN PLACE LLC

c/o A.D. Longwell

4 Schoen Place

Pittsford, NY 14534

NaturalNano, Inc.

RE:Amendment No. 1

Pursuant to the terms of a Lease Agreement entered into on the 21^st day of August, 2006 in accordance with the laws of New York State and between Schoen Place, LLC (“Landlord”) and NaturalNano, Inc. (“Tenant”) the Landlord and Tenant sign this statement to confirm the commencement and termination dates to accommodate anticipated delivery of possession.

It is hereby agreed that the term of the lease shall commence on March 1, 2007 and shall end on April 30, 2022. It is also agreed that all time periods with respect to Annual Minimum Rent, Terminate Dates and all other matters shall be extended to accommodate the change in the commencement date.

All other provisions of the lease shall remain unchanged and in full force and effect. This amendment shall be governed in all respects by the laws of the State of New York.

		Very truly yours,
		Schoen Place, LLC
Dated: February 15, 2007	By:	/s/Alden D. Longwell
		Alden D. Longwell, Authorized Member
Accepted by the Tenant.
Dated: February 15th, 2007		NaturalNano, Inc.
	By:	/s/ Kathleen A. Browne
	Print Name:	Kathleen A. Browne
	Print Title:	CFO