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):

July 1, 2013

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)

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))

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures set forth below under Item 3.03 (Material Modification to Rights of Security Holders) are hereby incorporated by reference into this Item 3.02.

As discussed below in Item 3.03, on July 1, 2013, NaturalNano, Inc. (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 thereunder.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures set forth above under Item 3.02 (Unregistered Sales of Equity Securities) are hereby incorporated by reference into this Item 3.03.

Our Articles of Incorporation authorize the issuance of 10,000,000 shares of preferred stock. The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholder. Any shares of preferred stock so issued could have priority over the common stock with respect to voting, dividends or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the shareholder and may adversely affect the voting and other rights of the holders of common stock.

On June 10, 2013, we obtained the consent of the holders of the majority of the outstanding preferred shares to the creation of a Series D Preferred Stock. The Series D Preferred Stock shall entitle the holder to 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.

As a result of the issuance of the 100 shares of Series D Preferred Stock to Mr. Wemett, said individual has voting rights over 51% of the issued and outstanding capital stock of the Company.

For all the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock described above, reference is hereby made to such certificated annexed hereto as Exhibit 4.20. All statements made herein concerning the foregoing agreements are qualified by reference to said Exhibit.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit	Description
4.20	Certificate of Designation of the Preferences, Rights and Limitations of the Series DPreferred Stock of NaturalNano, Inc.

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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.
Date: July 2, 2013	By:	/s/ James Wemett
		James Wemett President and Chief Financial Officer

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EX-4.20

EXHIBIT 4.20

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF SERIES D PREFERRED STOCK, PAR VALUE $0.001 PER SHARE

OF

NATURALNANO, INC.

The undersigned, the President of NaturalNano, Inc., a Nevada corporation (the “Corporation”), does hereby certify, that, pursuant to authority conferred upon the Board of Directors by the Corporation’s Articles of Incorporation and pursuant to Section 78.1955 of the Nevada Revised Statutes, the following resolutions creating a Series of Series D Preferred Stock was duly adopted by the Corporation’s Board of Directors on June 4, 2013:

WHEREAS, the Articles of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of ten million (10,000,000) shares, par value $.001 per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized to fix the rights, terms and preferences and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of up to one hundred (100) shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of Series D preferred stock and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such Series D preferred stock as follows:

(a)   DESIGNATION AND AMOUNT. The preferred stock subject hereof shall be designated Series D Preferred Stock (“Series D Preferred”), and the number of shares constituting Series D Preferred shall be one hundred (100). No other shares of preferred stock shall be designated as Series D Preferred Stock.

(b)   DIVIDENDS. The holder of the shares of Series D Preferred shall not be entitled to receive dividends.

(c)   LIQUIDATION PREFERENCE. The holder of Series D Preferred Stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary.

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(d)   VOTING. Except as otherwise provided herein or by law and in addition to any right to vote as a separate class as provided by law, the holder of the Series D Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of holders of Common Stock and other series of Preferred Stock shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, with respect to any question upon which holders of Common Stock and the other series of Preferred Stock have the right to vote, including, without limitation, the right to vote for the election of directors, voting together with the holders of Common Stock as one class. For solong as Series D Preferred Stock is issued and outstanding, the holders of Series D Preferred Stock shall vote together as a single class with the holders of the Corporation’s Common Stock and the holders of any other class or series of shares entitled to vote with the Common Stock, with the holders of Series D Preferred Stock being entitled to fifty-one percent (51%) of the total votes onall such matters regardless of the actual number of shares of Series D Preferred Stock then outstanding, and the holders of Common Stock and any other shares entitled to vote being entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

(e)   RESTRICTION ON TRANSFERABILITY. The shares of the Series D Preferred Stock are being issued to James Wemett and shall not, directly or indirectly, be sold, hypothecated, transferred, assigned or disposed of in any manner. In the event that Mr. Wemett is no longer acting as the president of the Corporation, the shares of Series D Preferred Stock shall automatically, without any action on the part of any party, be deemed cancelled in their entirety.

(f)   OTHER PREFERENCES. The shares of the Series D Preferred Stock shall have no other preferences, rights, restrictions, or qualifications, except as otherwise provided by law or the articles of incorporation of the Corporation.

RESOLVED, FURTHER, that the President of the Corporation isauthorized and directed to prepare and file a Certificate of Designation in accordance with the foregoing resolution and the provisions of Nevada law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 1st day of July, 2013.

/s/ James Wemett

Name: James Wemett

Title: President

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