SC 13D 1 esuydam13dfinal.htm SUYDAM 13D NANO MASK Converted by EDGARwiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

NANO MASK, INC.

____________________________________________________________________________________

(Name of Issuer)

Common Stock, $.001 par value

____________________________________________________________________________________

(Title of Class of Securities)

63009L102

_______________________________________________________

(CUSIP Number)

John C Thompson, 1371 E 2100 S #202,  Salt Lake City, UT 84105  801-363-4854

____________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/22/2010

______________________________________________________

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . [__]

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 63009L102

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Edward J Suydam

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__]               (b) [__]   

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

[__]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICALLY

OWNNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

5,949,002

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

5,949,002

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,949,002

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[__]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.56%

14

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

 

 




Item 1. Security and Issuer

This Schedule 13D is filed with respect to shares of common stock, $.001 par value ("Common Stock"), of Nano Mask, Inc. (the "Company"). The address of the Company is 50 West Liberty Street, Suite 880, Reno, Nevada.


Item 2. Identity and Background


This Schedule 13D is being filed on behalf of Edward J Suydam ("Suydam"), 50 West Liberty Street, Suite 880, Reno, Nevada. Suydam is currently CEO and President of Nano Mask, Inc., a medical products company, 50 West Liberty Street, Suite 880, Reno, Nevada. Suydam has not, during the last five years, been convicted in a criminal proceeding. Suydam has not, during the last five years, been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Suydam is a United States citizen.


Item 3. Source and Amount of Funds or Other Consideration

Suydam acquired some shares of the Company with personal funds prior to his appointment as an officer and director in June 2009.  Since that time, he has accepted shares as partial compensation for his services as an officer and director.

Item 4. Purpose of Transaction

The acquisitions of common stock and warrants to which this statement relates have been made for investment purposes and in lieu of cash consideration for employment. Suydam, as CEO and president of the Company, has accepted shares of restricted common stock as compensation for employment. In October 2010, Suydam received an aggregate of 1,271,446 shares as compensation for employment during the first two fiscal quarters of 2010. In January 2011, Suydam received an aggregate of 2,207,791 shares as compensation for employment during the third and fourth fiscal quarters of 2010. Suydam has no present plans or intent to make proposals which relate to or would result in any action enumerated from subparagraph (a) through subparagraph (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

 

(a)

Suydam is deemed beneficial owner of 5,949,002 shares of Common Stock which number includes 49,265 shares of Common Stock that may be acquired through the exercise of warrants. Based on the 65,109,603 shares of Common Stock outstanding as of February 28, 2011, as reported to the Reporting Person by the Company, and assuming the exercise of his warrants, Suydam’s deemed beneficial holdings represent 8.56% of the Company’s Common Stock.

 


(b)

Suydam has sole power to vote or to direct the vote or to dispose or to direct the disposition of the 5,949,002 shares of Common Stock.

(c)

In January 2011, Suydam received an aggregate of 2,207,791 shares as compensation for employment during the third and fourth fiscal quarters of 2010. Of these, 1,136,363 shares were issued for employment compensation for the third quarter of 2010, valued at $.033 per share, based on the 30 day trailing average closing price on the date of board approval. The remaining 1,071,428 shares were issued for employment compensation for the fourth quarter of 2010, valued at $.035 per share, based on the 30 day trailing average closing price on the date of board approval. These shares were obtained directly from the Company.

(d)

No person other than Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.

(e)

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Suydam and any person with respect to any securities of the Company.

Item 7. Materials to Be Filed as Exhibits

None.


Signature

After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: March 2, 2011

/s/ Edward J. Suydam

 

Edward J. Suydam