[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 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.

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.

	March 31,			December 31,
	2008			2007
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	267,898		$	404,940
Halloysite and Pleximer inventory		18,356			27,149
Other current assets		117,246			131,954
Total current assets		403,500			564,043
Non-current assets:
Deferred financing costs, net		348,984			444,928
License, net of amortization		673,773			707,061
Property and equipment, net		553,504			517,934
Total non-current assets		1,576,261			1,669,923
Total Assets	$	1,979,761		$	2,233,966
Liabilities and Stockholders' Deficiency
Liabilities
Current liabilities:
Accounts payable	$	393,305		$	345,479
Accrued payroll		230,029			58,801
Accrued expenses		241,812			143,522
Capital lease obligations-current		89,369			76,986
Patent license obligation-current		250,000			250,000
8% Senior secured convertible notes, net of $1,611,264 discount		1,736,236			—
Related party note payable		1,005,534			—
Registration rights liability		82,489			82,489
Due to related parties		91,462			56,206
Total current liabilities		4,120,236			1,013,483
Non-current liabilities:
Related party note payable		—			987,584
8% Senior secured convertible notes, net of $2,017,427 discount		—			1,330,073
Patent license obligation		200,000			200,000
Capital lease obligations		30,018			38,945
Other long term liabilities		32,244			31,034
Total Liabilities		4,382,498			3,601,119
Stockholders’ Deficiency
Preferred Stock - $.001 par value, 10 million shares authorized, none issued
Common Stock - $.001 par value 300 million authorized, issued and outstanding 123,882,740 and 122,880,740, respectively		123,883			122,881
Additional paid in capital		16,454,158			15,907,241
Accumulated deficit		(18,980,778	)		(17,397,275	)
Total stockholders' deficiency		(2,402,737	)		(1,367,153	)
Total liabilities and stockholders' deficiency	$	1,979,761		$	2,233,966

							From inception:
	For the three months ended						December 22, 2004
	March 31,						to March 31,
	2008			2007			2008

Income:

Revenue	$	2,950		$	—		$	33,700
Cost of goods sold		1,443			—			1,443
Gross profit	$	1,507		$	—		$	32,257
Operating expenses:
Research and development (a)		635,970			586,019			5,362,423
General and administrative (a)		361,153			532,513			8,168,474
Write down of prepaid inventory		—			—			249,650
		997,123			1,118,532			13,780,547

Loss from Operations		(995,616	)		(1,118,532	)		(13,748,290	)

Other income (expense):
Interest (expense) income, net		(587,887	)		(158,248	)		(2,458,510	)
Income from cooperative research project		—			—			180,000
Gain (loss) on warrant		—			—			326,250
Financing fees		—			—			(3,280,228	)
		(587,887	)		(158,248	)		(5,232,488	)
Net loss	$	(1,583,503	)	$	(1,276,780	)	$	(18,980,778	)

Loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding		123,393,510			121,711,407

											Deficit
						Additional					Accumulated				Stockholders’
	Common Stock						Paid-in			in Development				Equity
	Shares			Amount		Capital					Stage				(Deficiency)
December 22, 2004 (inception)
20,000,000 shares issued for cash @ $.005 per share	20,000,000		$	20,000		$		80,000			$	—			$	100,000
Net loss from inception to 12/31/04												(7,336	)			(7,336	)
Balance at December 31, 2004	20,000,000		$	20,000		$		80,000			$	(7,336	)		$	92,664
Warrant issued for 4,500,000 shares of common stock for services								273,442								273,442
Vesting of stock options granted								270,082								270,082
Shares issued pursuant to convertible bridge notes on 11/29/05	20,939,200			20,939				4,135,061								4,156,000
Recapitalization on 11/29/05	79,820,840			79,821				(79,821	)							—
Net loss for the year ended 12/31/05												(2,666,382	)			(2,666,382	)
Balance at December 31, 2005	120,760,040		$	120,760		$		4,678,764			$	(2,673,718	)		$	2,125,806
Grant of common stock in exchange for license @ $1.45 per share	200,000			200				289,800								290,000
Grant of common stock as settlement of liability @ $1.45 per share	60,600			61				87,809								87,870
Grant of common stock as settlement of liability @ $1.52 per share	54,100			54				82,178								82,232
Common stock returned and cancelled @ $0.42 per share	(200,000	)		(200	)			(83,800	)							(84,000	)
Vesting of stock options granted								2,970,959								2,970,959
Warrants issued:
4,770,000 shares at exercise prices from $0.75 to $1.30 per share								3,006,786								3,006,786
200,000 shares at $0.28 per share								32,460								32,460
Exercise of stock options @ $.05 per share	826,000			826				40,474								41,300
Net loss for the year ended 12/31/06												(8,862,917	)			(8,862,917	)
Balance at December 31, 2006	121,700,740		$	121,701		$		11,105,430			$	(11,536,635	)		$	(309,504	)
Allocation of proceeds to warrants								3,213,600								3,213,600
Fair market value of warrant issued to purchase:
2,947,162 with an exercise price of $0.22 price per share in partial payment of offering costs								501,018								501,018
240,741 shares at $0.26 per share for services								50,767								50,767
Vesting of stock options granted								912,006								912,006
Grant of common stock for services @:
$0.36 per share	160,000			160				57,440								57,600
$0.10 per share	340,000			340				33,660								34,000
Exercise of stock options @ $.05 per share	680,000			680				33,320								34,000
Net loss for the year ended 12/31/07												(5,860,640	)			(5,860,640	)
Balance at December 31, 2007	122,880,740		$	122,881		$		15,907,241			$	(17,397,275	)		$	(1,367,153	)
Vesting of stock options granted								471,509								471,509
Grant of common stock for services @:
$0.10 per share	360,000			360				35,640								36,000
$0.06 per share	150,000			150				9,300								9,450
$0.06 per share	480,000			480				29,760								30,240
$0.06 per share	12,000			12				708								720
Net loss for the three months ended 3/31/08												(1,583,503	)			(1,583,503	)
Balance at March 31, 2008	123,882,740		$	123,883		$		16,454,158			$	(18,980,778	)		$	(2,402,737	)

							From inception:
	For the three months ended						December 22, 2004
	March 31,						to March 31,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	(1,583,503	)	$	(1,276,780	)	$	(18,980,778	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		62,210			18,981			280,354
Amortization of discount on convertible notes		406,163			107,120			1,736,236
Amortization of deferred financing costs		95,944			25,304			410,134
Vesting of stock options		471,509			517,899			4,624,556
Issuance of warrants for services		—			—			3,363,455
Issuance of stock for services		76,410			—			110,410
Receipt of and gain on Atlas Mining warrant		—			—			(506,250	)
Gain on disposal of asset		—			—			(918	)
Deferred rent		2,710			—			11,744
Changes in operating assets and liabilities:		—			—			—
Decrease in inventory		8,793			—			(18,356	)
Decrease (increase) in other current assets		14,699			(45,899	)		(105,118	)
Increase (decrease) in accounts payable,								—
accrued payroll and accrued expenses		317,344			(7,964	)		1,035,248
Decrease in other liability		(1,500	)		(596	)		20,500
Net cash used in operating activities		(129,221	)		(661,935	)		(8,018,783	)
Cash flows from investing activities:
Purchase of property and equipment		(39,718	)		(9,241	)		(467,314	)
Proceeds from sale of property and equipment		—			—			2,937
Purchase of license		—			—			(150,000	)
Proceeds from sale of Atlas Mining warrant		—			—			506,250
Net cash (used in) provided by investing activities		(39,718	)		(9,241	)		(108,127	)
Cash flows from financing activities:
Proceeds from convertible notes		—			3,250,000			7,406,000
Advances on related party line of credit		—			300,000			900,000
Advances from related parties		53,207			98,636			1,249,568
Repayment of amounts due to related parties		—			(173,452	)		(1,052,571	)
Repayment of capital lease obligations		(21,310	)		—			(59,350	)
Payment of registration rights damages		—			—			(63,539	)
Deferred financing costs		—			(160,600	)		(160,600	)
Issuance of common stock		—			—			100,000
Proceeds from exercise of stock options		—			—			75,300
Net cash provided by financing activities		31,897			3,314,584			8,394,808
Increase (decrease) in cash and cash equivalents		(137,042	)		2,643,408			267,898
Cash and cash equivalents at beginning of period		404,940			139,638			—
Cash and cash equivalents at end of period	$	267,898		$	2,783,046		$	267,898

					From inception:
	For the three months ended				December 22, 2004
	March 31,				to March 31,
	2008		2007		2008
Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	2,694			$	137,661

Schedule of non-cash investing and financing activities:
Issuance of warrants in partial payment of financing costs			$	501,018	$	501,018
Note issued in consideration of deferred financing costs			$	97,500	$	97,500
Allocation of proceeds from discount on
notes payable and warrants grants	$	(406,163)	$	3,347,500	$	1,611,264
Registration rights liability			$	133,900	$	164,978
Capital lease obligations	$	24,765			$	178,737
Common stock issued for:
Convertible notes					$	4,156,000
Property and equipment			$	57,600	$	57,600
Services					$	34,000
Settlement of liabilities for services in common stock					$	170,102
Acquisition of license settled through issuance
of common stock (net of $100,000 cash)					$	290,000
Common stock returned and cancelled in
connection with license agreement					$	(84,000	)

The condensed consolidated financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 are unaudited. However, in the opinion of management of the Company, these financial statements reflect all 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. These unaudited condensed 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-KSB for the fiscal year ended December 31, 2007. Certain prior period amounts have been reclassified to be consistent with current period presentation.

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.

NaturalNano, located in Pittsford, New York, has been a development stage company through March 31, 2008. The Company expects to begin reporting material revenues during the year ending December 31, 2008, and will make a determination on reporting as a development stage company in each future reporting period. Our mission is to develop and commercialize material science technologies with a special emphasis on additives to polymers and other industrial and consumer products by taking advantage of technological advances developed in-house and through licenses from third parties. 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:

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.

Going Concern – The accompanying condensed 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 condensed consolidated financial statements, the Company incurred a net loss for the three months ended March 31, 2008 of $1,583,503 and had negative working capital of $3,716,736 and a stockholders' deficiency of $2,402,737 at March 31, 2008. 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 condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 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 and, ultimately, to attain successful operations.

In addition, management is currently assessing the Company's operating structure for the purpose of reducing ongoing expenses, increasing sources of revenue and is assessing the availability of additional debt and equity financing on terms that would be acceptable to the Company. In addition, recent successes in product testing for Pleximer and filled-tube applications are being leveraged in an attempt to increase revenues from sales.

The Company will continually evaluate funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. There can be no assurance as to the availability or terms upon which such financing alternatives might be available.

The Company has incurred $18,980,778 of loss from operations since its inception, December 22, 2004. Since inception the Company’s growth has been funded through a combination of convertible debt from private investors and from cash advances from its parent and majority owned shareholder Technology Innovations, LLC.

The Company has experienced an average monthly cash usage of approximately $43,000, net of the receipt of $244,000 tax rebate from the State of New York and the deferral of approximately $135,000 of employee salaries, during the first three months of 2008. During the first three months of 2007, the Company experienced monthly cash use of approximately $221,000.

During the three months ended March 31, 2008, the Company received a QETC Facilities, Operations, and Training tax credit from the State of New York of $244,000, which was recorded as a reduction in general and administrative expenses.

Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the related assets. Costs of internally developed intellectual property rights with indeterminate lives are expensed as incurred. Amounts reported include $89,361 of non-depreciating assets related to leasehold improvements and equipment purchases that have not been placed in service as of March 31, 2008.

During the first three months of 2008, the Company entered into one capital lease obligation totaling $24,766 for laboratory equipment. Assets under capital lease have been included in property and equipment.

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 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. As of March 31, 2008 and 2007 there were 63,472,738 and 59,456,164 shares, respectively, underlying convertible debt, outstanding options and warrants which have been excluded from this calculation.

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.

On March 7, 2007, we entered into a Loan and Security Agreement for $3,347,500 (the “Notes”) with Platinum Partners Long Term Growth IV, Longview Special Financing, Inc. and Platinum Advisors, LLC (collectively “Platinum”). The shares underlying the Notes represent an aggregate of 15,215,909 common shares issuable upon the conversion of the principal amount of the Notes at the fixed conversion price of $0.22 per share.

Because the term of the Notes ends on March 7, 2009, as of December 31, 2007, the condensed consolidated balance sheet reflects a long term liability of $1,330,073 for the Notes, net of $2,017,427 of discount for warrants to purchase 25,106,254 shares of the Company’s common stock for a weighted average price of $0.28 per share issued to Platinum related to the Notes. As of March 31, 2008 the condensed consolidate balance sheet reflects a current liability of $1,736,236 for the Notes, net of $1,611,264 of discount as of that date.

During the three months ended March 31, 2008 and 2007 the Company recorded $406,163 and $107,120, respectively, in amortization expense relating to the discount on the Notes. This amortization is included as interest expense in the accompanying Statement of Operations.

In May 2008 we issued aggregate of 1,190,225 shares of our common stock to Platinum in satisfaction of $133,900 of interest due on the Notes. We have been advised by Platinum that they believe our calculation of the number of shares required to be issued in satisfaction of such interest is incorrect. The maximum additional shares that would be issued by the Company, if it accepts Platinum’s calculation as correct, would be 3,076,197 shares, as well as an additional $111,583 of interest expense as of March 31, 2008.

Technology Innovations, LLC (“TI”) is our principal stockholder with a beneficial ownership of 56.3% of our outstanding common stock as of December 31, 2007. TI is a New York limited liability corporation established in 1999 to develop intellectual property assets. A director on of our Board of Directors represents the interests of TI and has an 11.29% ownership of TI. TI founded NaturalNano, Inc., a Delaware corporation on December 22, 2004, with an initial cash contribution of $100,000 for all of the then outstanding shares of common stock.

In connection with the 8% senior secured convertible debt more fully described in Note 2, on March 2 and 5, 2007, NN Research entered into Patent Assignment agreements (the “Patent Assignments”) with TI, pursuant to which TI assigned to NN Research all of its rights, title and interest in certain issued patents and pending patent applications, with respect to which TI had previously granted NN Research licenses. No value was assigned to these patents. TI also agreed, in a letter to Platinum dated March 7, 2007 (the “Lock-Up Letter”), that for a period of two years from the date of the Lock-Up Letter it will not (except as permitted under the Lock-Up Letter in certain limited circumstances) sell, transfer or otherwise dispose of any shares of our common stock or any securities convertible into or exchangeable or exercisable for shares of our common stock. TI further agreed, in a letter to Platinum dated March 7, 2007 (the “Standstill Letter”), that it would not demand repayment by us or NN Research of any obligations for money borrowed except as defined in the Purchase Agreement.

On June 28, 2006, we entered into a Line of Credit agreement with TI pursuant to which TI committed to make advances in an aggregate amount of $1 million. Under the Line of Credit Agreement, advances were allowed in such amounts and at such times upon 15 days notice except that no more than $300,000 could be advanced in any 30-day period. Amounts borrowed bear interest at the rate of 8% per annum. The Agreement contains conventional terms, including provisions relating to events of default. Amounts borrowed under this agreement are to be used for general working capital needs. As of March 31, 2008 and 2007, $900,000 had been advanced under the Line of Credit Agreement. The TI line of credit was established on terms we believed to be competitive with comparable transactions involving unaffiliated parties and was approved by the independent members of our Board of Directors. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of the debt approximates the carrying amount. The repayment obligation under the Line of Credit Agreement was originally scheduled to expire on March 31, 2007, at which time TI would be able to demand repayment upon 15 days notice. In connection with the March 7, 2007 issuance of the Note, TI agreed not to demand repayment as long as any amounts were outstanding on the Note.

Because the term of the Note ends on March 7, 2009, as of December 31, 2007, the condensed consolidate balance sheet reflects a long term liability of $987,584 pursuant to the Line of Credit consisting of $900,000 of principal and $87,584 of accrued interest. As of March 31, 2008 the condensed consolidated balance sheet reflects a current liability of $1,005,534 pursuant to the Line of Credit Agreement consisting of $900,000 of principal and $105,534 of accrued interest.

During 2007, the Company purchased a supply of 15 tons of halloysite nanotubes from a mine in New Zealand. A portion of these halloysite nanotubes have been used to produce Pleximer which is available for sale. As of March 31, 2008, the $18,356 cost to purchase, ship, store halloysite nanotubes and produce Pleximer being held in inventory is reflected on the Company’s balance sheet as a current asset. The Company expects that such inventory will be fully utilized in 2008.

When halloysite nanotubes or Pleximer held in inventory are used, the carrying value of any such inventory used (i) for research and development is expensed in the period that it is used for the development of proprietary applications and processes or (ii) cost of goods sold will be charged as customer shipments are made.

In December 2007, the board of directors determined that the Company should make its best efforts to recover the $250,000 it had pre-paid Atlas Mining Company for halloysite. On January 28, 2008, after attempts to contact Atlas Mining Company management failed, the Company formally notified Atlas Mining Company that it believes Atlas Mining Company was in breach of its contract with the Company for the supply of halloysite, for which the Company had prepaid $250,000 for future deliveries. The Company intends to file a claim against Atlas Mining Company and is seeking to recover the $250,000 it had previously paid and now believes it may never receive material from Atlas Mining Company. In addition, on February 4, 2008, the Company notified Atlas Mining Company’s distribution partner, NanoDynamics, Inc., that it may be liable for the $250,000. Any portion of such amount covered will be recognized by the Company when and as recovered.

The Company believes it has identified various sources of halloysite that are considered suitable as alternate suppliers of this raw material, and as such, is not solely dependent upon Atlas Mining Company nor the mine in New Zealand for delivery of halloysite materials.

On October 3, 2007, the Company entered into a license agreement with the United States Department of the Navy as represented by the Naval Research Laboratory (“NRL”) (the “License Agreement”). Under the License Agreement, the Company has been granted rights to certain patents for use in the electromagnetic shielding/strength enhancement, cosmetic, fragrance, agriculture, ink and paper, electronics, fabrics and textiles and local drug delivery fields.

The License Agreement provides for a license issue fee of $500,000 to be fully paid by December 31, 2009 and royalties of 5% of net sales, subject to certain minimum royalty payments. As of March 31, 2008, the Company has paid $50,000 of this obligation.

The License Agreement provides that the Company may sublicense the licensed inventions provided that the royalty for such sublicense shall be between 10% and 25% of any such sublicense revenue, depending on the number of such sublicenses in effect.

The $500,000 license issue fee will be amortized over the 5 year term of the license agreement on a straight-line basis. As of March 31, 2008, the net value of the Navy License was $450,000. Future royalty payments resulting from this agreement will be expensed as incurred. During the three months ended March 31, 2008, $25,000 of amortization expense was recognized for this license agreement.

On December 31, 2005, the Company entered into an exclusive licensing agreement for the rights to a patented technology in the field of electronics shielding. On November 13, 2006, the parties signed an amended and restated non-exclusive license agreement, effective October 1, 2006, modifying the terms of the original agreement. The amended license agreement calls for 20% royalty payments upon our sale of licensed products utilizing the technology or in instances of sublicense agreements and eliminates the original requirement calling for minimum royalty payments. The amended agreement includes annual reporting of progress made on product development and various confidentiality elements. This agreement shall remain in effect until the expiration date of the last-to-expire related patent that is cited in the agreement, which is currently projected to be in fiscal year 2014.

The license was recorded as a non-current asset and is amortized on a straight line basis over an estimated useful life of nine years ending in fiscal year 2014. As of March 31, 2008 the net value of the Ambit License was $223,773. Future royalty payments resulting from this agreement will be expensed as incurred. Amortization expense of $8,288 was recognized for this license agreement in the three months ended March 31, 2008 and 2007.

As of March 31, 2008 the Company was authorized to issue up to 300,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of March 31, 2008, the Company had 123,882,740 shares of common stock issued and outstanding and had not issued any preferred stock.

On January 2008 we issued 360,000 shares of our common stock as part of a 700,000 share obligation to Sichenzia Ross Friedman and Ference in settlement of a liability accrued for general legal services to be received by the Company between October 2007 and February 2008. The Company issued 340,000 shares of common stock for such obligation in 2007 which was valued at $34,000 as of December 31, 2007. The aggregate of 700,000 shares of common stock issued and received in connection with this transaction has been valued at $70,000 based on the market price of the Company’s common stock as of February 29, 2008 being when the required performance by the attorney was complete, therefore the Company valued the 360,000 shares issued at $36,000.

In February 2008, we issued 150,000 shares of our common stock to Sichenzia Ross Friedman and Ference in settlement of a liability accrued for general legal services to be received by the Company upon filing of the complaint against Atlas Mining Company (see Note 4). As of March 31, 2008, the 150,000 shares were valued at $9,450 based on the market price of the Company’s common stock as of March 31, 2008 and will be revalued and charged against the liability accrued as of December 31, 2007, when the required performance by the attorney is complete. Any amount in excess of the accrued liability will be charged to operations.

In March 2008 we issued 480,000 shares of our common stock to Sichenzia Ross Friedman and Ference in settlement of a liability accrued for general legal services to be valued by the Company between March 2008 and June 2008 upon performance by the attorney. The common stock issued and received in connection with this transaction has been valued at $30,240 based on the market price of the Company’s common stock as of March 31, 2008 and will be revalued and charged to operations, when the required performance by the attorney is complete.

In March 2008 we issued 12,000 shares of our common stock to Everblak, Inc. in settlement of a liability accrued for services to be received by the Company between November 2007 and March 2008. The common stock issued and received in connection with this transaction has been valued at $720 based on the market price of the Company’s common stock as of April 10, 2008, when the shares were delivered and the required performance by Everblak, Inc. was complete.

Under the Company’s 2005 Incentive Stock Plan (the “2005 Plan”) and Amended and Restated 2007 Incentive Stock Plan (the “2007 Plan”), officers, employees, directors and consultants may be granted options to purchase the Company’s common stock at fair market value as of the date of grant. Options become exercisable over varying vesting periods commencing from the date of grant and have terms of five to ten years. The plan also provides for the granting of performance-based and restricted stock awards.

The Company has issued warrants to purchase shares of its common stock to certain consultants and debt holders. In addition, during 2007 the Company issued $3,347,500 of 8% senior convertible notes (see Note 2) that may be converted into Common Stock of the Company. The terms of the 8% senior convertible notes and related warrants provide an exercise or conversion price per common share, and such price shall be adjusted if the Company sells its securities to private and institutional investors in the future at a price less than the current exercise or conversion price.

As of March 31, 2008 and December 31, 2007, the Company had following options, warrants and convertible debt outstanding:

For the three months ended March 31, 2008 and 2007, the Company recorded $471,509 and $517,899 respectively, in compensation costs for stock options granted to employees and consultants under the Company’s incentive stock plans.

As of March 31, 2008, the Company had 10,482,500 stock options outstanding under the Company’s 2007 Plan. On March 31, 2008 the options outstanding and exercisable under the 2007 Plan had a weighted exercise price of $0.13 per share and had no intrinsic value at March 31, 2008. No option grants made in connection with the 2007 Plan were exercised and 200,000 stock options were cancelled during the three months ended March 31, 2008. As of March 31, 2008 the 2007 Plan had 5,515,500 option shares available for future grant.

During the three months ended March 31, 2008, the Company granted 4,475,000 stock options from the 2007 Plan. These option grants included 4,305,000 shares vested upon the date of grant, with five year terms, exercise price range of $0.10 and $0.11 per share and grant date fair values between $0.08 and $0.09 per share. The vesting schedule for these options includes vesting dates through December 31, 2008. The fair market value of these options was determined at the date of grant utilizing the Black-Scholes model, as described below.

As of March 31, 2008, the Company had 12,137,334 stock options outstanding under the Company’s 2005 Plan. On March 31, 2008 the options outstanding and exercisable under the 2005 Plan had a weighted exercise price of $0.27 per share and had no intrinsic value at March 31, 2008. No option grants made in connection with the 2005 Plan were

exercised and 6,666 stock options were cancelled during the three months ended March 31, 2008. As of March 31, 2008 the 2005 Plan had 16,666 option shares available for future grant.

In addition to options granted under the Company’s 2005 and 2007 Plans described above, during 2006 the Company made certain option grants for an aggregate of 90,000 common stock options, outside of these plans. These grants include vesting criteria commencing from the grant date, an exercise price of $0.10 per share and expiration dates varying from five to ten years from the date of grant. The fair value of these stock options on the date of grant was determined utilizing the Black-Scholes model as described below. At March 31, 2008 there was no intrinsic value of these outstanding options.

The fair value of the stock options granted to consultants has been recorded as an expense of $24,229 for the three months ended March 31, 2008, and reflects changes in fair market value of the unvested options since the prior reporting period and new grants during the quarter, calculated using the Black-Scholes valuation method. The Black-Scholes model utilizes the undiscounted quoted market price of the Company’s common stock and considers assumptions related to exercise price, expected volatility, risk-free interest rate, and the weighted average expected term of the stock option grants. Expected volatility assumptions utilized in the model were based on volatility of the Company’s stock price, the risk-free rate is derived from the U.S. treasury yield and the Company used a weighted average expected term.

As of March 31, 2008, unvested compensation cost for all stock options granted to employees and consultants was approximately $1 million. Future expenses will be recognized through 2010 for these charges in accordance with the underlying vesting conditions of each grant.

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

Research and Development and Capital Expenditures for the Twelve Month Period ending March 31, 2009

Our research and development plans for the next twelve months include material characterization, formulation testing and product accreditation for our Pleximer and filled-tube products. These efforts will focus in the areas of:

For the twelve months ending March 31, 2009 we forecast spending $1,570,000 in support of our research and development programs and an additional $1,000,000 for investments in capital assets in the research and development area and approximately $250,000 in licensing fees required under existing licensing agreements.

The cash requirements for our research and development programs for the twelve months ending March 31, 2009 are summarized below.

Our cash spending for research and development projects, for the twelve months ended March 31, 2008, aggregated approximately $1.4 million. Research and development expenditures for the twelve month period ending March 31, 2009 will be focused on: testing and validation costs associated with customer accreditation and product development for our polymer based Pleximer products and filled-tube applications with our joint development partners. The Company is seeking additional joint development partners in order to expand our product and industry applications and as these develop; our research efforts will grow in response to these additional product and market opportunities. Product design and attribute validation for each joint development agreement may include: numerous lab, pilot and manufacturing scale tests in support of customer application and significant joint collaborative consulting efforts to refine and introduce process and product enhancements. During the 12 months ending March 31, 2009, we anticipate

that new joint development agreements will include funded research which will be used to offset our overall research and development costs.

Total research and development spending for the twelve month period ending March 31, 2009 reflects increases in capital expenditures compared to prior periods. Investments in capital assets in support of our research and development efforts is forecast to aggregate approximately $1,000,000 in the twelve month period ending March 31, 2009 as compared to $175,000 for the twelve month period ended March 31, 2008. The planned increase in capital equipment spending reflects management’s commitment to product characterization, development of new application areas and investment in establishing reliable sources of halloysite in anticipation of new product sales and introductions. These investments will be evaluated internally before purchase as to the Company’s intention to buy or lease the relevant equipment based on the conditions and financing costs at that time. The investments anticipated in this capital expenditure forecast include investments for: (i) commercial scale surface treatment processes, (ii) polymer extruder upgrades, (iii) tube filling characterization and evaluation tools, (iv) laboratory expansion, (v) precipitation testing, and (vi) enhancements and upgrades to various microscopic measuring equipment.

The cash requirements for general and administrative efforts for the twelve month period ending March 31, 2009 (including interest) are projected to be approximately $1,400,000. The cash needs projected for our general and administrative expenses for the twelve months ending March 31, 2009, are composed of (i) salaries, benefits and travel of $860,000, (ii) professional services of $145,000, (iii) office rental and facility costs of $60,000, (iv) investor relations and marketing of $205,000 and (v) all other costs of $130,000. Actual cash spending for general and administrative expenses incurred during the twelve months ended March 31, 2008 was approximately $1.2 million, excluding $346,000 of R&D tax rebates we received during such period. The planned increase reflects spending on marketing and public relations costs.

As of March 31, 2008 we employed a total of eleven full time employees. During the twelve months ending March 31, 2009, we anticipate adding an additional eleven full-time positions, primarily technicians, scientists and engineers to our research and product development team, as demand for our product developments increases and as our operating cash position allows. The cost of these incremental positions included in our forecast for the twelve months ended March 31, 2009 is $390,000, representing salaries and benefits.

During the first quarter of 2007, the Company completed a private placement of $3,347,500 in the form of 8% Senior Secured Convertible Notes which, net of $97,500 cash fees paid at closing, provided working capital proceeds of $3,250,000, that enabled the Company to continue as a viable business through March 31, 2008.

We will need additional funding to execute the 2008 business plan and otherwise continue its operations. In light of this, management intends to seek additional sources of cash to be in place and available in the second quarter of 2008. Our 2008 business plan anticipates the receipt of net proceeds from a future undefined funding source in the amount of $5 million. We have no commitment for this future capital need and cannot be assured that additional capital will be available on terms acceptable to us, or at all. If we fail to secure additional capital, we will be forced to curtail or discontinue our operations and cease to be a going concern.

Our cash balance as of March 31, 2008 and projected cash outflows for the twelve-month period through March 31, 2009 are presented below.

The cash on hand as of March 31, 2008, along with measures we have taken to curtail cash use, is projected to be adequate to fund our current operations through May 31, 2008. Our average monthly cash usage for operating and investing activities has averaged $133,000 per month during the three months ended March 31, 2008, exclusive of the $244,000 of R&D tax rebates received during such period.

We estimate that it will need to raise additional capital of approximately $5 million by June 1, 2008 to accomplish its business objectives and otherwise continue its operations and will actively evaluate all funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. We have no commitment for such future capital and cannot be assured that additional capital will be available on terms acceptable to us, or at all. If we fail to secure additional capital, we will be forced to curtail or discontinue our operations and cease to be a going concern.

Our operating plan for the twelve months ending March 31, 2009 assumes revenue of $4.4 million for which $3.4 million in gross cash receipts would be realized. During the twelve months ended March 31, 2009, we will be required to spend $1.4 million to purchase the raw materials needed to support such sales. Further, our plan assumes that the holders of the 8% senior convertible debt securities will elect to exchange their debt securities for shares of our common stock when they become due and payable on March 7, 2009. If we are unable to achieve such sales, or unable to do so at the assumed margin, or if such debt holders do not elect to exchange the 8% senior convertible debt securities for common stock, we will likely require additional capital to fund our operations. We have no commitment for such capital and cannot be assured that additional capital will be available on terms acceptable to us, or at all. Insuch event, we fail to secure additional capital, we will be forced to curtail or discontinue our operations and cease to be a going concern.

NaturalNano, located in Pittsford, New York, had been a development stage company through March 31, 2008. The Company expects to begin reporting material revenues during the year ended December 31, 2008, and will make a determination on reporting as a development stage company in each future reporting period. Our mission is to develop and commercialize material science technologies with a special emphasis on additives to polymers and other industrial and consumer products by taking advantage of technological advances developed in-house and through licenses from third parties. Our 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:

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.

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.

We believe, that of the significant accounting policies described in the notes to our consolidated financial statements, the following policies involve a greater degree of judgment and complexity and accordingly; these policies are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

We have earned nominal operating revenue since our inception (December 22, 2004). This revenue was generated from the delivery of Pleximer and sample products specifically formulated for customer applications in various industries in connection with product development evaluations and as such are considered operating revenue for financial reporting purposes. We earn and recognize such revenue when the shipment of the sample products has occurred and when no further performance obligation exists.

Licenses are initially measured and recorded based on their cost at the date of their acquisition. We evaluate the recoverability of identifiable intangibles whenever events or changes in circumstances indicate that an intangible asset’s carrying value may not be recoverable. Such circumstances could include, but are not limited to, a significant decrease in fair value of the asset or a significant adverse change in the extent or manner in which an asset is used. The evaluation of potential asset impairment requires significant judgments about future cash flows over the life of the asset under evaluation and actual future results may differ from assumed and estimated amounts.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply when the differences are expected to be realized. A valuation allowance is recognized if it is anticipated that some or all of the deferred tax asset may not be realized.

On January 1, 2006, we adopted the stock option expensing rules of Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment,” using the fair value recognition provisions of FAS No. 123, “Accounting for Stock-Based Compensation” for stock options already granted. We utilized the modified prospective approach of adoption under SFAS No. 123R. Results for prior periods have not been restated. We previously accounted for our employee stock option plan under Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” Accordingly, no stock-based employee compensation cost was reflected in the statement of operations

in reporting periods prior to the first quarter of 2006, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. For the years ended December 31, 2007 and 2006, we recorded stock-based compensation costs of $912,006 and $2,970,959, respectively in accordance with SFAS No. 123(R). The estimated fair value of stock options granted in 2007 and 2006 were calculated using the Black-Scholes model. This model requires the use of input assumptions. These assumptions include expected volatility, expected life, expected dividend rate, and expected risk-free rate of return.

As of March 31, 2008, unvested compensation cost for all stock options granted to employees and consultants was approximately $1 million. Future expenses will be recognized through 2010 for these options in accordance with the underlying vesting conditions of each grant.

As of March 31, 2008, we had a cash balance of $267,898 and working capital deficit of $3,716,736, which reflects the 8% senior secured convertible notes being classified as a current liability as of such date, as further described in Notes 2 and 3 to the financial statements. We incurred a net loss for the three months ended March 31, 2008 of $1,583,503 and had a stockholders' deficiency of $2,402,737 at March 31, 2008. These factors, among others, may indicate that we will be unable to continue as a going concern for a reasonable period of time.

The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations, to obtain additional financing and, ultimately, to attain successful operations.

In addition, management is currently assessing our operating structure for the purpose of reducing ongoing expenses, increasing sources of revenue and is assessing the availability of additional debt and equity financing on terms that would be acceptable to us. In addition, recent successes in product testing for Pleximer and filled-tube applications are being leveraged in an attempt to increase revenues from sales.

We will continually evaluate funding options including additional offerings of its securities to private and institutional investors and other credit facilities as they become available. There can be no assurance as to the availability or terms upon which such financing alternatives might be available.

We have incurred a loss from operations since its inception, December 22, 2004. Since inception our growth has been funded through a combination of convertible debt from private investors and from cash advances from our parent and majority owned shareholder Technology Innovations, LLC.

We have experienced an average monthly cash usage of approximately $43,000, net of the receipt of a $244,000 tax rebate from the State of New York and the deferral of approximately $135,000 of employee salaries, during the first three months of 2008. During the first three months of 2007, the Company experienced monthly cash use of approximately $221,000.

Comparison of Statement of Operations For the three months ended March 31, 2008 and 2007

During the three months ended March 31, 2008, we recognized $2,950 of revenue from shipments of quantities of our Pleximer product for evaluation purposes, as compared to $0 in the same period of 2007. The cost of goods sold was $1,443 providing a gross margin of $1,507 for the three month period.

We expect that revenues and cost of goods sold will both increase in future periods. These revenues are expected to be generated through the sale of Pleximer related products as well as funding for development of specific applications for our proprietary halloysite technologies in the consumer products and other industries.

Total research and development expenses for the three months ended March 31, 2008 was $635,970 as compared to $586,019 for the three months ended March 31, 2007. The increase in spending on research and development was primarily due to (1) depreciation of purchased equipment and (2) increase in costs associated with the filing of patents, as follows:

We expect that we will continue to invest in research and development and that our investment may increase during 2008 as we develop commercial applications for Pleximer and other potential applications for halloysite. No assurance can be given that such spending for research and development will result in increased revenue from the sale of Pleximer or any other application of halloysite.

Total general and administrative expenses for the three months ended March 31, 2008 was $361,153 as compared to $532,513 for the three months ended March 31, 2007. The decrease in spending on general and administrative was primarily due to the net effect of (1) an R&D tax rebate for which we qualified; (2) a reduction in stock option compensation expense realized due to vesting of grants during the period; offset by (3) an increase in salaries and benefits due to increasing employees from 2 to 4; and (4) increased amortization expense related to the license of patents for the Department of the Navy (see Note 5), as follows:

We expect that spending for general and administrative will be relatively constant in 2008, we will need to invest in marketing and sales, investor relations and will likely incur additional professional fees related to financing activities required if we succeed in obtaining the additional working capital needed to fund our operations.

Other expense was interest expense for the three months ended March 31, 2008 was $587,887 as compared to $158,248 for the three months ended March 31, 2007.

Interest is earned on cash balances held at certain financial institutions and we pay interest as part of our capital equipment leases arrangements; interest accrued for the 8% convertible note payable to TI, a related party, as described in Note 3 to the financial statements; and interest, debt accretion, amortization of deferred financing cost and adjustments to the registration rights liability related to the 8% senior secured convertible notes described in Note 2 to the financial statements. Interest expense and interest income were as follows:

Comparison of Liquidity and Capital for the three months ended March 31, 2008 and 2007

Net cash used in operating activities in the three months ended March 31, 2008 and 2007 were $129,221 and $661,935, respectively. The net loss generated in 2008 was $306,723 more than the prior period and non-cash items (depreciation, amortization, stock option vesting, warrant expense and stock issued for services) were $73,249 more than the prior period in 2007.

Non-cash expenses increased by $369,683 during the three months ended March 31, 2008 as compared to the same period of 2007 for amortization of debt discount and deferred financing costs incurred in connection with the 8% senior secured convertible debt. The amortization of the remaining $1,960,248 of debt discount and deferred financing costs will continue as non-cash expenses through March 2009.

The increase of accounts payable, payroll and other accrued expenses as of March 31, 2008 as compared to March 31, 2007 includes approximately $135,000 of deferred salaries and an increase of $48,000 in accounts payable and $98,000 increase in accrued expenses.

Net cash used in investing activities in the three months ended March 31, 2008 and 2007 was $39,718 and $9,241, respectively. Our capital investments during 2008 were related to our research and development efforts.

The growth in the research and development capital assets reflects a $25,863 of leasehold improvements required to relocate our laboratory facility and $10,614 related to a capital lease agreement commencing in 2008 for improved feeder systems for our twin screw extruder equipment. This capital lease has a term of twenty-four months and includes a $1 purchase option at the end of the term. Our intent is to purchase the equipment at that time. As a result, the leased equipment is being depreciated over the expected life (five years) of the equipment rather than the term of the lease. We had capital lease obligations of $119,387 as of March 31, 2008 in connection with lease agreements.

Net cash provided from financing activities in the three months ended March 31, 2008 and 2007 was $31,897 and $3,314,584, respectively. The cash flows during 2007 primarily reflects the net proceeds received in connection with the 8% senior secured convertible notes on March 7, 2007.

During the first quarter of 2007, we also received $300,000 in advances in accordance with the TI line of credit agreement. No additional borrowings are available under this line of credit agreement that expired on March 31, 2007. On March 7, 2007 in connection with the Loan and Security Agreement with Platinum (see Note 2), TI agreed that, as

long as any notes were outstanding under this agreement, TI would not demand repayment on its line of credit, except as specifically permitted under the Loan and Security Agreement and in light of this, the borrowing has been reclassified as long term as of December 31, 2007, but as a current liability as of March 31, 2008.

During the three months ended March 31, 2008, we received net cash advances from affiliated entities for shared services agreements, of $53,207 and had net cash repayments of $74,816 for the same period of 2007. This change in net payables outstanding between affiliates reflects the sharing of certain networking and consultant services provided among these affiliate entities. Our independent board members review all shared service agreements for commercially reasonable terms.

During the three months ended March 31, 2008, we made capital lease payments of $21,310. There were no capital leases outstanding as of March 31, 2007.

We incurred cash expenses of $160,600 for fees and professional services in connection with the issuance in March 2007 of the 8% senior secured convertible debt.

This quarterly report contains 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. These statements 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 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.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our disclosure controls and procedures were effective as of March 31, 2008.

Disclosure controls and procedures and other procedures are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2008, which have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

Reader should refer to “Risk Factors”, which are incorporated herein by reference, found in our Annual Report of Form 10-KSB for the years ended December 31, 2007 and 2006 as filed with the Securities and Exchange Commission on April 9, 2008

Exhibit No.	Description		Location

2.1	Agreement and Plan of Merger among NaturalNano, Inc., Cementitious Materials, Inc. and Cementitious Acquisitions, Inc.		(1)

3.1	Second Amended and Restated Articles of Incorporation		(2)
3.2	By-laws		(3)

4.1	NaturalNano, Inc. Amended and Restated 2007 Incentive Stock Plan #		(46)
4.2	NaturalNano, Inc. 2005 Incentive Stock Plan #		(4)
4.3	Form of Non-Qualified Stock Option Agreement #		(5)
4.4	Non-Qualified Stock Option Agreement dated July 24, 2006 between NaturalNano, Inc. and Cathy A. Fleischer #		(6)
4.5	Non-Qualified Stock Option Agreement dated December 7, 2006 between NaturalNano, Inc. and Sir Harold Kroto #		(7)
4.6	Registration Rights Agreement dated as of December 22, 2004 between NaturalNano, Inc. and Technology Innovations, LLC		(8)
4.7	Form of Subscription Agreement for the Purchase of Convertible Notes of NaturalNano, Inc.		(9)
4.8	Loan and Security Agreement, dated March 7, 2007, by and among NaturalNano, Inc., NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein		(10)
4.9	Registration Rights Agreement, dated March 7, 2007, by and among NaturalNano, Inc., and the Investors named therein		(11)
4.10		Observation Rights Agreement dated July 20, 2007 among NaturalNano, Inc., Technology Innovations, LLC, Michael L. Weiner and Ross B. Kenzie		(12)
4.11		Warrant for 4,770,000 shares of Common Stock issued to SBI Brightline XIII		(13)
4.12		Warrant for 4,500,000 shares of Common Stock issued to SBI USA, LLC		(14)
4.13		Form of 8% Senior Secured Promissory Notes due March 7, 2009 issued pursuant to the Loan and Security Agreement, dated March 7, 2007, by and among NaturalNano, Inc., NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein		(15)
4.14		Form of Series A Common Stock Purchase Warrants issued pursuant to the Loan and Security Agreement, dated March 7, 2007, by and among NaturalNano, Inc., NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein		(16)
4.15		Form of Series B Common Stock Purchase Warrants issued pursuant to the Loan and Security Agreement, dated March 7, 2007, by and among NaturalNano, Inc., NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein		(17)
4.16		Form of Series C Common Stock Purchase Warrants issued to Platinum Advisors LLC pursuant to the Loan and Security Agreement, dated March 7, 2007, by and among NaturalNano, Inc., NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein		(18)

10.1		Lease Agreement – Schoen Place		(19)
10.2		Amendment No. 1 to Lease between Schoen Place, LLC and NaturalNano, Inc.		(20)
10.3		Exclusive License Agreement between Technology Innovations, LLC and NaturalNano, Inc. effective as of January 24, 2006		(21)
10.4		Joint Research Agreement between Nanolution, LLC and NaturalNano, Inc. dated as of May 25, 2005		(22)
10.5		Patent Assignments dated March 2, 2007 and March 5, 2007 by and between Technology Innovations, LLC and NaturalNano Research, Inc.		(23)
10.6		Amended and Restated License Agreement between Ambit Corporation and NaturalNano, Inc., effective as of October 1, 2006		(24)

10.7	Nonexclusive License between NaturalNano and U.S. Department of the Navy at Naval Research Laboratory	(25)
10.8	Employment Agreement with Cathy A. Fleischer, Ph.D. #	(26)
10.9	Employment Letter of Michael D. Riedlinger and Amendment No. 1 thereto #	(27)
10.10	Separation Agreement and Mutual Release dated as of October 31, 2006 between NaturalNano, Inc. and Michael D. Riedlinger #	(28)
10.11	Employment Letter of Kathleen A. Browne and Amendment No. 1 thereto #	(29)
10.12	Employment Letter of Sarah Cooper #	(30)
10.13	Stock Purchase Agreement dated March 30, 2006 between NaturalNano, Inc. and SBI Brightline XIII, LLC	(31)
10.14	Termination Agreement dated July 9, 2006 between SBI Brightline XIII, LLC and NaturalNano, Inc.	(32)
10.15	Stock Purchase Agreement dated July 9, 2006 between NaturalNano, Inc. and SBI Brightline XIII, LLC	(33)
10.16	Line of Credit Agreement dated as of December 29, 2004 between NaturalNano, Inc. and Technology Innovations, LLC	(34)
10.17	Line of Credit Agreement dated as of June 28, 2006 between NaturalNano, Inc. and Technology Innovations, LLC	(35)
10.18	Promissory Note dated June 28, 2006 to the order of Technology Innovations, LLC	(36)
10.19	Letter from Technology Innovations, LLC to Platinum Advisors LLC, as Agent, and the Investors named therein	(37)
10.20	Pledge Agreement, dated March 7, 2007, by and among NaturalNano, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein	(38)
10.21	Patent Security Agreement, dated March 7, 2007, by and among NaturalNano Research, Inc., Platinum Advisors LLC, as Agent, and the Investors named therein	(39)
10.22	Warrant Purchase Agreement dated August 9, 2006 between NaturalNano, Inc. and Crestview Capital Master, LLC	(40)
10.23	Joint Development Agreement dated April 23, 2007 between Nylon Corporation of America and NaturalNano, Inc.	(47)
10.24	Joint Development Agreement dated April 24, 2007 between Cascade Engineering, Inc. and NaturalNano, Inc.	(47)
10.25	Joint Development Agreement dated July 18, 2007 between Pactiv Corporation and NaturalNano, Inc.	(47)
10.26	Employment Agreement with Kent A. Tapper #	(41)
10.27	Partially Exclusive License between NaturalNano, Inc. and United States Department of the Navy at Naval Research Laboratory, dated October 3, 2007.	(42)
10.28	Lease Agreement between Cottrone Development Co., Inc. and Natural Nano, Inc. dated December 7, 2007.	(43)

14.1	Code of Ethics for CEO and Senior Financial Officer	(44)

21.1	Subsidiaries	(45)

31.1	Certification of principal executive officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002	**
31.2	Certification of principal accounting officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002	**

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.

Nevada		87-0646435
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
15 Schoen Place, Pittsford, NY		14534
(Address of principal executive offices)		(Zip Code)

•	polymers, plastics and composites,
•	cosmetics and personal care products,
•	household products, and
•	agrichemical products.

	As of March 31, 2008		As of December 31, 2007
	Shares of Common Stock subject to purchase	Weighted average exercise price per share of Common Stock	Shares of Common Stock subject to purchase	Weighted average exercise price per share of Common Stock
Incentive stock plans	22,709,834	$0.18	18,479,000	$0.20
Warrants	25,546,995	0.27	25,546,995	0.27
Convertible debt	15,215,909	0.22	15,215,909	0.22
Total	63,472,738	$0.23	59,241,904	$0.24

Black-Scholes Valuation Assumptions:	March 31, 2008			March 31, 2007
Risk-free interest rate		2.5-3.5	%		4.5-4.6	%
Expected life in years		4.4-8.9			4.7-10
Weighted average expected stock volatility		115-116	%		111 to 112	%
Expected dividends		zero			zero

•	Establishment of joint development agreements that will identify and develop additional applications for Pleximer and commercialize Pleximer and filled tube application products.
•	Complete customer formulation and optimization trials demonstrating Pleximer and nanotube technology advantages in multiple application models.
•	Complete manufacturing scale accreditation of multiple products.
•	Achieve and grow revenue through sales of Pleximer, filled-tube applications and funded joint developments.
•	Continue validation testing in support of advanced property enhancements to broaden our customer base.
•	File additional patents to expand our proprietary position on specialty applications and materials.

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]		Smaller reporting company	[ X ]

Cash Requirements for Research and Development	For the twelve months ending March 31, 2009

Research and development team, including salaries, benefits and travel for staff and full-time consultants	$	1,150,000
Professional and technical consultants and advisors		180,000
Laboratory testing, materials, supplies, safety and other		175,000
Facility leases		65,000

Research and product development expenditures	$	1,570,000

Cash on hand at March 31, 2008			$	268,000
Projected cash requirements for the twelve-month period ending March 31, 2009 :
Research and product development expenses	(1,570,000	)
Capital expenditures for research and development	(1,000,000	)
Collaborative research & licensing agreements	(250,000	)
General and administrative expenses including: administrative salaries and benefits, office, rent, legal expenses, accounting, investor relations and marketing	(1,400,000	)
Interest and principal on convertible debt paid in common stock	-
Total estimated cash needs for the twelve month period ending March 31, 2009				(4,220,000	)
Projected cash receipts as of March 31, 2009 on forecast product sales of $4.4 million				3,400,000
Estimated direct cost of materials for such sales				(1,400,000	)
Anticipated financing required by 6/1/08, net of financing costs				5,000,000
Estimated cash balance on March 31, 2009			$	3,066,000

	For the three months ended				Variance
	March 31,				favorable
	2008		2007		(unfavorable)
Depreciation	$	24,700	$	7,289	$	(17,411	)
Patent costs		39,972		146		(39,826	)
All other		571,298		578,584		7,286
	$	635,970	$	586,019	$	(49,951	)

•	the successful implementation of research and development programs;
•	the ability to demonstrate the effectiveness of our technology;
•	the timeline for customer accreditation for product formulations;
•	our ability to enter into strategic partnering and joint development agreements;
•	our ability to competitively market our Pleximer and filled tube products;
•	the terms and timing of product sales and licensing agreements;
•	the timing and approval of filed and pending patent applications;
•	the ability to raise additional capital to fund our operating and research activities until we generate adequate cash flow from operations;
•	our ability to attract and retain key personnel and;
•	general market conditions.

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

*	Previously filed
**	Filed herewith

#	May be deemed a compensatory plan or arrangement

1.	Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed September 30, 2005
2.	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed December 6, 2007.
3.	Incorporated by reference to Exhibit 3.2 to Form 10-SB filed July 3, 2002
4.	Incorporated by reference to Appendix C to Information Statement on Schedule 14C filed November 8, 2005
5.	Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed December 5, 2005
6.	Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 28, 2006
7.	Incorporated by reference to Exhibit 4.5 to Annual Report on Form 10-KSB for the year ended December 31, 2006
8.	Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed December 5, 2005
9.	Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K filed December 5, 2005
10.	Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed March 8, 2007
11.	Incorporated by reference to Exhibit 4.6 to Current Report on Form 8-K filed March 8, 2007
12.	Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 26, 2007
13.	Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 10, 2006
14.	Incorporated by reference to Exhibit 4.6 to Registration Statement on Form SB-2 (No. 333-135667) filed July 10, 2006
15.	Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed March 8, 2007
16.	Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed March 8, 2007
17.	Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K filed March 8, 2007
18.	Incorporated by reference to Exhibit 4.5 to Current Report on Form 8-K filed March 8, 2007
19.	Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-QSB for the period ended September 30, 2006
20.	Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 7, 2007
21.	Incorporated by reference to Exhibit 10.1 to Quarterly Report (amended) on Form 10-QSB/A for the period ended March 31, 2006, filed June 26, 2006
22.	Incorporated by reference to Exhibit 10.4 to Registration Statement on Form SB-2 (No. 333-135667) filed July 10, 2006
23.	Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed March 8, 2007
24.	Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-QSB for the period ended September 30, 2006
25.	Incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-KSB for the year ended December 31, 2006
26.	Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 28, 2006
27.	Incorporated by reference to Exhibit 10.2 to Registration Statement on Form SB-2 (No. 333-135667) filed July 10, 2006
28.	Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 2, 2006
29.	Incorporated by reference to Exhibit 10.5 to Registration Statement on Form SB-2 (No. 333-135667) filed July 10, 2006

		NaturalNano, Inc.

Date:	May 15, 2008	/s/Cathy A. Fleischer
		Cathy A. Fleischer, President

Date:	May 15, 2008	/s/Kent A. Tapper
		Kent A. Tapper, CFO