U. S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: ~~March~~June 3130, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ________ to_________

Commission File No. 000-27421

~~NANO~~NMI ~~MASK~~HEALTH, INC.

(Formerly, Nano Mask, Inc.)

(Exact Name of Small Business Issuer as Specified in its Charter)

NEVADA	87-0561647
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 West Liberty Street, Suite 880, Reno, NV	89501
(Address of principal executive offices)	(Zip code)

Issuer's telephone number, including area code: (209) 275-9270

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. (1) Yes o No þ (2) Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (1§232.405 of this chapter) ~~Yes~~during þthe Nopreceding ¨ 12 months (2)or ~~Yes~~for þsuch Noshorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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.

Large accelerated filer ¨ o Accelerated filer ¨ o Non-accelerated filer ¨ o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

At ~~May~~November 2418, ~~2013~~2014, there were outstanding 9820,~~695~~007,~~444~~170 shares of the Registrant's Common Stock, $.001 par value.

PART I

FINANCIAL INFORMATION

Table of Contents	~~Page~~	Page
Part I Financial Information
Item 1. Financial Statements
Balance Sheets (Unaudited) as of March 31, 2013 and December 31, 2012	4
Balance Sheets (Unaudited) as of June 30, 2013 and December 31, 2012		3
Statements of Operations (Unaudited) for the three months ended March 31, 2013 and 2012	5
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012		4
Statements of Cash Flows (Unaudited) for the three months ended March 31, 2013 and 2012	6
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012		5
Notes to the Financial Statements (Unaudited)	7	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11	10
Item 4. Controls and Procedures	11	10
Part II Other Information
Item 1. Legal Proceedings	12	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12	11
Item 3. Defaults Upon Senior Securities	12
Item 3. Defaults by the Company on its Senior Securities		12
Item 4. Reserved	12
Item 4. Mine Safety Disclosures		12
Item 5. Other Information	12	12
Item 6. Exhibits	13	12
Signatures	14	12

~~Table~~NMI ofHEALTH, ~~Contents~~ INC.

~~NANO~~(Formerly, ~~MASK~~Nano Mask, ~~INC~~Inc.)

Balance Sheets

(Unaudited)

	March 31,			December 31,
	June 30,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash	$	~~4,405~~-		$	9,409
Accounts receivable, net		1,514			-
Accounts receivable		1,514			-
Other receivable		7,553			-
Prepaid expenses		55,883			-
Prepaid expenses and other		19,085			-
Inventory, net		41,~~553~~554			42,165
Total current assets		~~110~~69,~~908~~706			51,574
FIXED ASSETS
Equipment and molds		973			973
Equipment		973			973
Accumulated depreciation		(~~533~~583	)		(519	)
		440			454
		390			454
OTHER ASSETS
Non-performing assets		4,230			4,230
Total assets	$	~~115~~74,~~578~~326		$	56,258
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Customer advances	$	6351,~~744~~919		$	12,545
Accounts payable		~~413~~299,~~184~~424			449,331
Accounts payable – related party		~~5,563~~-			10,380
Advances from related party		~~285~~377,~~200~~056			207,200
Accrued expenses		~~806~~920,~~452~~ 650			687,336
Notes payable		521,157			521,157
Note payable – related party		25,000			25,000
Total current liabilities		2,~~120~~195,~~300~~206			1,912,949
Total liabilities		2,~~120~~195,~~300~~206			1,912,949
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 100,000,000 shares authorized; 98,695,444 shares outstanding in 2013 and 2012		98,695			98,695
Common stock, $.001 par value, 100,000,000shares authorized;9,869,710 and 9,869,710 shares outstanding at June 30, 2013 and December 31, 2012, respectively		9,870			9,870
Additional paid-in capital		21,~~624~~713,~~265~~090			21,~~624~~713,~~265~~090
Accumulated deficit		(23,~~727~~843,~~682~~840	)		(23,579,651	)
Total stockholders’ deficit		(2,~~004~~120,~~722~~880	)		(1,856,691	)
Total liabilities and stockholders’ deficit	$	~~115~~74,~~578~~326		$	56,258

The accompanying notes are an integral part of these unaudited financial statements.

~~Table~~NMI ofHEALTH, ~~Contents~~INC.

(Formerly, Nano Mask, Inc.)

Statements of Operations

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

			2013				2012
		For the Three Months Ended								For the Six Months Ended
NET SALES			$	23,004			$	218,350
		June 30,								June 30,
COSTS AND EXPENSES
		2013				2012				2013			2012
	Cost of goods sold			14,131				138,913
NET SALES		$	149,515			$	81,388			$	172,519		$	299,738
	Research and development			-				115
COSTS AND EXPENSES
	Selling, general and administrative			199,104				206,613
Cost of sales			125,310				64,462				139,441			203,376
				213,235				345,641
Research and development			-				-				-			115
LOSS FROM OPERATIONS				(190,231	)			(127,291	)
Selling, general and administrative			248,339				161,219				447,443			367,832
OTHER INCOME (EXPENSE)
			373,649				225,681				586,884			571,323
	Gain on settlement of vendor liabilities and other			52,973				2,365
LOSS FROM OPERATIONS			(224,134	)			(144,293	)			(414,365	)		(271, 585	)
	Interest expense			(10,773	)			(10,623	)
OTHER INCOME (EXPENSE)
	Total other income (expense)			42,200				(8,258	)
Gain on settlement of vendor liabilities and other			119,251				5,000				172,224			7,365
NET INCOME (LOSS)			$	(148,031	)		$	(135,549	)
Interest expense			(11,275	)			(10,581	)			(22,048	)		(21,204	)
BASIC AND FULLY-DILUTED INCOME (LOSS) PER SHARE			$	(0.00	)		$	(0.00	)
			107,976				(5,581	)			150,176			(13,839	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING				98,695,444				86,625,468
NET LOSS		$	(116,158	)		$	(149,874	)		$	(264,189	)	$	(285,424	)
BASIC LOSS PER SHARE		$	(0.01	)		$	(0.02	)		$	(0.03	)	$	(0.03	)
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			9,869,710				8,841,768				9,869,710			8,638,740

The accompanying notes are an integral part of these unaudited financial statements.

~~Table~~NMI ofHEALTH, ~~Contents~~INC.

NANO MASK, INC. Statements of Cash Flows For the Three Months Ended March 31, 2013 and 2012 (Unaudited)
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(148,031	)	$	(135,549	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		14			167
Common stock issued for services		-			164,126
Gain on settlement of vendor liabilities		(26,000	)		(2,365	)
Changes in operating assets and liabilities:
Accounts receivable		(1,514	)		272
Other receivable		(7,553	)		-
Inventory		612			186
Prepaid expenses		(55,883	)		(30,574	)
Customer advances		51,199			(59,951	)
Accounts payable		(10,147	)		(165	)
Accrued expenses		119,116			(36,376	)
Net cash used in operating activities		(78,187	)		(100,229	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares		-			25,000
Proceeds from issuance of short-term note payable		-			5,149
Proceeds from advances of related parties		73,183			9,419
Repayments of short-term note payable		-			(843	)
Net cash provided by financing activities		73,183			38,725
NET DECREASE IN CASH		(5,004	)		(61,504	)
CASH AT BEGINNING OF PERIOD		9,409			61,504
CASH AT END OF PERIOD	$	4,405		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	36
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for settlement of advances from related parties	$	-		$	8,703
Common stock issued for settlement of accounts payable	$	-		$	5,735

(Formerly, Nano Mask, Inc.)

Statements of Cash Flows

For the Six Months Ended June 30, 2013 and June 30, 2012

(Unaudited)

	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(264,189	)	$	(285,424	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		64			333
Common stock issued for services		-			92,900
Gain on settlement of vendor liabilities		(145,251	)		(7,365	)
Changes in operating assets and liabilities:
Accounts receivable		(1,514	)		422
Other receivable		(7,553	)		-
Inventory		611			1,628
Prepaid expenses		(19,085	)		(10,857	)
Customer advances		39,374			(85,306	)
Accounts payable		(4,656	)		199,733
Accrued expenses		233, 314			1,202
Net cash used in operating activities		(168,885	)		(92,734	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common shares		-			25,000
Proceeds from advances of related parties		169,856			25,700
Repayment of advances from related party		(10,380	)		(22,927	)
Proceeds from the issuance of short-term note payable		-			5,149
Repayments of short-term note payable		-			(1,692	)
Net cash provided by financing activities		159,476			31,230

NET INCREASE (DECREASE) IN CASH		(9,409	)		(61,504	)

CASH AT BEGINNING OF PERIOD		9,409			61,504

CASH AT END OF PERIOD	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for settlement of advances from related parties	$	-		$	8,703
Common stock issued for settlement of accounts payable and accrued liabilities	$	-		$	169,863

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

NANO MASK, INC.

Notes to Financial Statements (Unaudited)

For the Three Months Ended March 31, 2013

NOTE 1 - BASIS OF PRESENTATION

The financial information included herein is unaudited and has been prepared consistent with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8, Rule 8.03 of Regulation S-K. Accordingly, these financial statements do not include all information required by generally accepted accounting principles for annual financial statements. These statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-KKfor ~~for~~ the year ended December 31, 2012, from which the balance sheet information atas of that date is derived ~~and reference is made thereto elsewhere in this report~~. These interim financial statements contain all adjustments necessary in the opinion of management for a fair statement of results for the interim periods presented.

The results of operations for the ~~three~~six months ended ~~March~~June 3130, 2013, are not necessarily indicative of the results to be expected for the full year.

Certain minor reclassifications in prior period amounts have been made to conform to the current period presentation.

NOTE 2 – GOING CONCERN

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, in addition to a working capital deficiency at ~~March~~June 3130, 2013, the Company has incurred negative cash flow from operations and ~~significant~~ losses, which have substantially increased its operating deficit at ~~March~~June 3130, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern will be dependent upon economic developments and the success of management's plans as set forth below, which cannot be assured. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. Management and board members are continuing to discuss other alternative financing options, but no definitive proposals or agreements have been reached.

The foregoing notwithstanding, management does not believe the Company currently has sufficient capital to sustain its planned business activities for the next twelve months following the issuance of these financial statements. Accordingly, while management has historically been successful generating sufficient funds to sustain operations, there is no assurance that they will continue to do so. Nevertheless, the Company ~~will~~may seek additional capital to sustain its operations, either through ~~additional~~equity ~~private placements of common stock~~ or loans, possibly unsecured, until such time as its operations are self-sustaining. These funds will be required to continue the Company’s efforts to generate sales of its products and to provide sufficient working capital to meet the expected sales demand.

NOTE 3 – SIGNIFICANT TRANSACTIONS

~~The~~In ~~Company~~early ~~realized~~April a2013 ~~gain~~the ofCompany ~~$26,973~~authorized ~~from~~a ~~disposition~~name ofchange ~~common~~from ~~shares~~Nano inMask, ~~Medmarc~~Inc. ~~Insurance~~to ~~Company~~NMI ~~which~~Health, ~~was~~Inc. ato ~~mutual~~better ~~insurance~~reflect ~~company~~the ~~that~~nature ~~was~~of ~~bought~~its ~~by another company~~products. ~~Since~~On ~~the~~June ~~Company~~5, ~~had maintained its insurance through Medmarc~~2013, the Company ~~was~~completed ~~designated~~ a ~~percentage~~1 offor ~~the~~10 ~~final~~reverse ~~sales~~split ~~proceeds~~of ~~from~~its ~~the~~common ~~sale of Medmarc~~shares. ~~$7,553~~Following ~~was~~the ~~withheld~~reverse ~~as Federal income taxes and is reflected as other receivable. In addition~~split, the Company ~~realized~~maintained ~~a gain of $26~~9,~~000~~869,710 ~~from~~common ~~debt~~shares ~~expiry under the Statute of Limitations during the three months ended March 31, 2013~~outstanding.

During the ~~three~~six months ended ~~March~~June 3130, 2013, the Company received ~~$73,183 of~~ cash advances from ~~four~~one executive ~~officers~~officer ~~without~~of $156,000 with no specific repayment terms and two officers paid expenses on behalf of the Company in the amount of $13,856. The ~~similar~~total ~~period~~balance ofoutstanding ~~2012~~at ~~amounted~~June to30, 2013 is $9377,~~419~~056.

A gain of $145,251 was generated from expiry of certain accounts payable under applicable statutes of limitations during the six months ended June 30, 2013. Also, during the six months ended June 30, 2013 the Company realized a gain of $26,973 from disposition of common shares in Medmarc Insurance Company which was a mutual insurance company that was bought by another company. Since the Company had maintained its insurance through Medmarc, the Company was designated a percentage of the final sales proceeds from the sale of Medmarc. $7,553 was withheld as Federal income taxes and is reflected as other receivable.

~~Table of Contents~~ 6

~~NANO~~NOTE ~~MASK,~~4 ~~INC.~~– SUBSEQUENT EVENTS

~~Notes~~Subsequent to ~~Financial~~June ~~Statements~~30, ~~(Unaudited)~~2013, the Company received cash advances from one executive officer of $81,200 and another officer incurred expenses of $2,528 on behalf of the Company.

~~For~~In ~~the~~July, ~~Three~~2013 ~~Months~~the ~~Ended~~Company ~~March~~issued 31465,909 ~~2013~~common shares to a key officer for his accrued payroll.

~~NOTE~~As 4of -August ~~SUBSEQUENT~~1, ~~EVENTS~~2013, a Company affiliate converted a note of $25,000, plus interest of $3,396, into 130,000 common shares. On September 22, 2013 the same shareholder extended a note of $30,000, plus interest at an annual rate of 10%. This last note was then converted, including interest of $1,696, on April 15, 2014 into 633,921 common shares. Further, on May 15, 2014 the same shareholder provided $20,000 at no interest as an unsecured loan.

~~Subsequent~~In August, 2013 a judgment was awarded to ~~March~~Applied 31Nanoscience, ~~2013~~Inc. against the Company in the amount of $601,041, including interest and attorney fees. On April 15, 2014 Applied Nanoscience, Inc. and the Company ~~received~~agreed to settle the outstanding $61601,041 judgment for 500,000 ~~from~~restricted acommon ~~key~~shares ~~officer~~(valued at $0.025 per share on the date of the settlement) and $175,000 payable in three instalments ending on October 15, 2014. The Company has paid $20,000 to date.

On orApril ~~about May 30~~15, ~~2013~~2014, the Company ~~has~~authorized ~~announced~~the ~~that~~issuance itof is4,610,810 ~~changing~~common ~~its~~shares ~~name~~ to ~~NMI~~Company ~~Health,~~officers ~~Inc.~~ and ~~recording~~employees at a ~~reverse~~value ~~split~~ of ~~its~~$0.15 ~~common~~per ~~stock~~share in satisfaction of 1accrued ~~share~~payroll ~~for~~and ~~every~~director 10fees. Also, on April 15, 2014, 500,000 common shares ~~held~~valued at $12,500 were awarded to two individuals for services performed.

During two months ended June 30, 2014, 75,000 shares of common stock were issued in a private placement to two individual investors for $15,000 in cash. In November 2014, an additional 125,000 common shares were issued in a private placement from an individual for $25,000 in cash.

On October 9, 2014 the Company issued 2,222,000 common shares to an affiliate shareholder in settlement of his unsecured loan of $444,400. Also, on the same date officers and employees agreed to receive 874,820 common shares to settle $131,223 in accrued payroll.

Subsequent to June 30, 2013 the Company generated $35,895 in gains from expiry of certain accounts payable under applicable statutes of limitations. Also, the Company generated gains of $547,283 from settlement of various notes payable and from the expiry of certain notes under applicable statutes of limitations..

NOTE 5 – CONTINGENCIES

On March 5 2012, the Company received a complaint from a certain attorney seeking collection of his invoices in the amount of $167,167, plus interest and litigation expenses. The Company ~~believes~~does ~~the~~not ~~likelihood~~believe ofthe ~~loss~~claim inhas ~~this~~any ~~case~~merit ~~is remote~~ and has ~~requested~~submitted ~~dismissal~~a ofmotion ~~the~~for ~~charges~~dismissal. ~~The~~At this point, the Company has ~~already~~been ~~recognized~~awaiting ~~$15,763~~the asclaimant’s aamendment ~~liability~~to athis ~~March~~claim. 31Recently, ~~2013.~~the ~~The~~ Company isdecided ~~awaiting~~to anpursue ~~amendment~~further byefforts ~~the~~to ~~plaintiff~~seek dismissal of ~~his~~the ~~claim~~complaint.

On or about May 8, 2012, the Company received a complaint from a certain former employee seeking collection of his charges as a distributor and as an employee in the amount of $409,525, plus interest and litigation expenses. The Company believes the likelihood of loss in this case is remote and intends to offset for certain expenditures made by the Company caused by employee. The Company has already recognized $37,500 as a liability at ~~March~~June 3130, 2013.

On December 29, 2010, the Company received a complaint from Applied Nanoscience, Inc. seeking collection of the as yet unpaid notes payable to Applied in the amount of $453,500, plus interest and litigation expenses. On February 1, 2011, the Company countersued for breach of contract and related claims. The Company maintains a right of offset in the amount of $41,360 against Applied’s notes and is reflected on the balance sheet in the net amount of $412,140. This case will be tried in July, 2013.7

8ITEM 2

~~Table~~MANAGEMENT'S ofDISCUSSION ~~Contents~~ AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements

This report may contain "forward-looking" statements. Examples of forward-looking statements include, but are not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of plans and objectives of our management or Board of Directors; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions.

We are a materials-technology development company focused on health and wellness-related markets. The Company has evolved from a specialty filter products Company that developed a state-of-the-art air filtration technology for removing infectious bacteria and viruses in air flow systems into a Company providing a proprietary line of antibacterial and antimicrobial products for the hospital, clinic and health industry. Such products now include our Nano Zyme line of products which offer a multi-enzyme hospital pre-soak and cleaning solution, as well as other complementary products in the line. Another line of products surrounds our new Nano Silver Hospital Curtains which offer excellent anti microbial efficacies against a wide spectrum of organisms. These products have been developed by partnering with innovative technology companies. The new product lines are in addition to our traditional anti-viral, antibacterial and disposable mask, a protective filtration face mask which we continue to improve upon.Overview

~~Since~~NMI ~~its~~Health ~~inception,~~is ~~the~~a ~~Company~~healthcare ~~has~~product ~~been involved in the~~ development ofand ~~its~~distribution ~~technology. Through~~company ~~March~~providing ~~31,~~innovative ~~2013,~~and ~~revenues~~cost ~~have~~effective ~~not~~emergency ~~been~~and ~~adequate~~critical tocare ~~cover operating expenses~~ and ~~thus,~~infection ~~the~~control ~~Company~~products ~~has~~to ~~reported~~ a ~~loss~~variety inof ~~each~~market ofsegments ~~its~~within ~~years~~the ofhealthcare ~~existence~~industry. As ofOur ~~the~~customers ~~current~~range ~~report~~from ~~date~~hospitals, ~~the~~emergency ~~Company~~services, ~~has~~surgery ~~funded~~centers, ~~itself~~long-term ~~through~~care afacilities, ~~series~~nursing ofhomes ~~private equity placements~~ and ~~unsecured~~other ~~loans~~clinical ~~which~~settings ~~has~~throughout ~~offset~~the ~~its~~healthcare ~~accumulated equity deficit in this manner~~continuum.

~~Results~~Since its inception, we have been involved in the development of ~~Operations~~its ~~for~~technology. Through June 30, 2013, revenues have not been adequate to cover operating expenses and thus, the ~~Three~~Company ~~Months~~has ~~Ended~~reported ~~March~~a 31loss in each of its years of existence. Through June 30, 2013, ~~compared~~we ~~with~~have ~~2012~~funded ourselves by way of a series of private equity placements and this has offset its accumulated deficit in this manner.

~~Revenues: For~~Results ~~the three months ended March 31, 2013, revenues amounted to only $23,004, solely from sale~~ of ~~our~~Operations ~~SilverCare Plus™ scrubs and curtains~~ for ~~hospital use. During~~ the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~March~~June 3130, ~~2012,~~2013 ~~revenues~~compared ~~amounted~~with ~~to $218,350 of which virtually all sales represented our SilverCare Plus™ products. Sales were lower primarily due to the timing in our receipt of sales orders.~~2012

~~Cost of Sales~~Revenues: ~~The~~ ~~related~~During ~~Cost of sales during~~ the three months ended ~~March~~June 3130, 2013, ~~amounted~~revenues toof ~~$14,131~~approximately ~~and~~ $~~138~~150,~~913,~~000 ~~respectively,~~were ~~which~~generated ~~provided~~from ~~gross~~Nano ~~margins~~Masks ~~of 38.6~~(84%) and ~~36.4~~Textiles (16%).During ~~The~~the ~~higher~~three ~~margins~~months ~~are~~ended ~~largely~~June ~~attributable~~30, to2012, ~~lower~~there ~~production~~were ~~costs~~revenues of approximately $81,000 derived from sale of Textiles (84%) and NanoZymes (16%).

~~Operating~~Cost ~~Expenses~~of Sales: ~~During~~Cost ~~the~~of ~~three~~sales ~~months~~as ~~ended~~a ~~March~~percentage ~~31,~~of ~~2013,~~sales ~~the~~approximated ~~Company~~84% ~~has~~for ~~experienced~~the anthree ~~approximate~~months ~~$8,000~~ended ~~decrease~~June in30, ~~general~~2013 ~~and~~compared ~~administrative~~with ~~expenses or an approximate 3.6~~79% ~~decrease from levels reported~~ in the similar period of 2012. This ishigher ~~largely~~percentage ~~due~~in tothe ~~reduced~~last ~~audit~~three ~~fees~~months ~~($30,000)~~is ~~offset~~attributable byto ~~higher~~lower ~~website~~margins ~~development~~for ~~($15,000),~~our ~~telephone~~product ~~($5,000)~~sales ~~and~~in ~~travel~~this ~~($4,000)expenses~~period.

~~Other~~Operating ~~Income~~Expenses: ~~For~~During the three months ended ~~March~~June 3130, 2013, wethe ~~reported~~Company’s ~~other~~general ~~income~~and ofadministrative expenses increased by approximately $4287,~~200~~000 ~~from~~or ~~$26~~54%,~~973~~ ofcompared ~~gains~~to ~~recorded~~the onthree ~~disposition~~months ofended aJune ~~mutual~~30, ~~insurance~~2012, ~~company~~primarily ~~and~~due ~~$26,000~~to ofa ~~gains~~significant ~~from~~increase ~~expiry~~in ~~under~~marketing ~~the~~and ~~State~~related oftravel($29,000), ~~Limitations~~website development costs ($15,000) ~~offset~~and bydirect ~~interest~~selling expenses of $1033,~~773~~000.The ~~For~~significant ~~the~~components ~~three~~of ~~months~~our ~~ended~~operating ~~March~~expenses ~~31,~~include ~~2012~~salaries and wages, weconsulting ~~reported~~and other ~~expense~~professional ofservices, $8accounting,~~258,~~ ~~consisting~~audit ~~primarily~~and oflegal afees, ~~gain~~product onand ~~settlement~~liability ofinsurance ~~outstanding~~and ~~liabilities offset by interest expense~~travel.

Research and development: Research and development (R&D ~~costs~~) ~~relates~~expenditures tohave ~~product~~become ~~development~~inconsequential ~~efforts~~in ~~and~~both ~~includes~~2013 ~~related~~and ~~FDA~~2012 ~~testing.~~as ~~While~~management ~~there~~devotes ~~were~~its nolimited Rresources &to ~~D costs for~~ the ~~three~~products ~~months~~that ~~ended~~it ~~March~~has ~~31,~~recently ~~2013,~~developed ~~only~~through ~~$115~~third-party ~~of R&D costs was incurred in the three months ended March 31, 2012~~sources. If resources are available in the future, the Company intends to bring additional products to market, assuming those products are ~~still~~considered viable at the time the resources are available. The ~~significant~~typical components of the Company’s research and development costs ordinarily include prototype development and materials, governmental filings and laboratory testing.

~~Net~~Results ~~Loss: We experienced a net loss~~ of ~~$148,031~~Operations for the ~~three~~Six ~~months~~Months ~~ended~~Ended ~~March~~June 3130, 2013 compared towith net loss of $135,549 in the prior year. The increase in net loss during 2013 was primarily due to approximately $70,000 lower gross margins from approximately $195,000 lower sales offset in large part by approximately an approximate $50,000 increase from other income noted above.2012

Revenues: During the six months ended June 30, 2013, revenues of approximately $173,000 were derived from Nano Masks (72%) and Textiles (28%). During the six months ended June 30, 2012, revenues of approximately $300,000 reflect the following products: Textiles (96%) and NanoZyme products (4%).

Cost of Sales: The cost of sales percentage to sales of 81% during the six months ended June 30, 2013 rose from the 68% for the six months ended June 30, 2012, largely due to lower margins in seeking market share.

Operating Expenses: During the six months ended June 30, 2013, the Company realized increased general and administrative expenses of approximately $80,000 or approximately 22% compared to the six months ended June 30, 2012, primarily attributable to increased marketing and related travel ($22,000), selling expense ($33,000), other overhead costs ($15,000) and website development costs ($30,000) offset by lower auditing fees ($20,000).

Research and development: Research and development (R&D) expenditures have become inconsequential in both 2013 and 2012 as management devotes its limited resources to the products that it has recently developed through third-party sources.

Liquidity and Capital Resources

WeThe ~~have~~Company has not been able to generate sufficient net cash inflows from operations to sustain ~~our~~its business efforts asand ~~well as to~~ accommodate ~~our~~its growth plans. ~~Cash~~ ~~used~~During ~~in our financing activities for~~ the ~~three~~six months ended ~~March~~June 3130, 2013 ~~and 2012 was funded primarily by the sale of common stock for cash and from cash advances by key officers. During 2013~~, the Company received ~~net~~ cash advances from ~~four~~one executive ~~officers~~officer ~~for~~of $73156,~~183~~000 ~~compared~~ with ~~$9,419~~no inspecific ~~2012~~repayment terms. ~~Also,~~And ~~while~~two ~~the~~other ~~Company~~officers ~~received~~paid noexpenses ~~further~~on ~~funds~~behalf ~~through stock issuances or issuance~~ of ~~notes payable during 2013,~~ the Company ~~received $25,000~~ in ~~cash~~the ~~through~~amount ~~its private placement with two investors for 1,000,000 shares~~ of ~~common stock during 2012~~$13,856.

~~Cash Flows from Operating Activities:~~ The ~~cash~~Company ~~outflow~~does ~~totaled~~not ~~$78~~believe,~~187~~ inhowever, ~~the~~that ~~three~~it ~~months~~currently ofhas ~~2013~~sufficient ~~compared~~capital to asustain ~~cash~~its ~~outflow~~business ofefforts ~~$100,229~~for inthe ~~2012~~next twelve months. Accordingly, ~~This~~the isCompany ~~primarily~~will ~~attributable~~need to anraise ~~increase~~additional ofcapital ~~$119,116~~ in ~~accrued~~the ~~expenses~~near ~~offset~~future byto ~~$70,564~~sustain ~~in lower gross margins from approximately $195,000 lower sales than in 2012~~operations.

9 Accordingly, for these and other reasons, there is significant uncertainty regarding the Company’s future, and the Company’s auditors expressed substantial doubt as to the Company’s ability to continue as a going concern in their report on the Company’s 2012 audited financial statements. The Company may seek capital through equity or loans until such time as its operations are self-sustaining. These funds will be required to continue the Company’s efforts to generate sales of its products and to provide sufficient working capital to meet the expected sales demand.

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Cash Flows from Investing Activities: No cash was used in investing activities during the three months of 2013 or 2012.

Cash Flows from Financing Activities: Cash flows from financing activities in the three months of 2013 totaled $73,183. The Company was able to obtain $73,183 in net cash advances from four key officers. In 2012, the Company received $25,000 from the issuance of common stock for cash, $4,306 from a short term note, net of re-payments and $9,419 from net cash advances from key officers.

Management and board members are continuing to discuss other alternative financing options, but no definitive proposals or agreements have been reached.

Beginning in the third quarter of 2008, the United States has been experiencing a severe and widespread recession accompanied by, among other things, instability in the financial markets and reduced credit availability, all of which are likely to continue to have far reaching effects on economic activity in the country for an indeterminate period. The effects and probable duration of these conditions and related risks and uncertainties on the Company's ability to obtain financing, success in its marketing efforts and ultimately, profitable operations and positive cash flows, cannot be estimated at this time.

The Company does not believe, however, that it currently has sufficient capital to sustain its business efforts for the next twelve months. Accordingly, the Company will need to raise additional capital in the near future to sustain operations. The Company is also working on minimizing operating expenses, to the extent possible, by reducing overhead costs, salaries, and other consulting and professional fees, in order to conserve available cash.

Accordingly, for these and other reasons, there is significant uncertainty regarding the Company’s future, and the Company’s auditors expressed substantial doubt as to the Company’s ability to continue as a going concern in their report on the Company’s 2012 audited financial statements.

Impact of Inflation

At this time, the Company does not ~~expect~~anticipate that inflation will have a material impact on its current or future operations.

Critical Accounting Policies and Estimates

Except with regard to the estimated useful lives of patents and acquired technology, the net realizable value of the Company’s inventory due to shelf-life issues and design, the allowance for bad debts on accounts receivable, and the effective provision of a 100% deferred income tax asset valuation allowance, the Company does not employ any critical accounting policies or estimates that are either selected from among available alternatives or require the exercise of significant management judgment to apply or that if changed are likely to materially affect future periods.

Management reviews the carrying value of the technology assets annually based on its current marketing activities, plans and expectations, and the perceived effects of competitive factors and possible obsolescence, whether any write-downs should be taken or whether the estimated useful lives should be shortened.

Management also reviews the carrying value of its inventory periodically for evidence of declines in estimated fair value and considers, based on its current marketing activities, plans and expectations, and the perceived effects of competitive factors and possible obsolescence due to shelf-life issues on the environmental filters, whether any write-downs should be taken.

Management also reviews the collectability of outstanding receivables based upon historical collection history from each customer, the age of the receivables, and the customers wherewithal to pay the outstanding balance, and records an estimated allowance for bad debts sufficient to cover any potential losses to be incurred for non-collections.

The carrying values of prepaid expenses, accounts payable, accrued expenses and short term notes payable generally approximate the respective fair values of these instruments due to their current nature.

Recent Accounting Pronouncements

While there have been Financial Accounting Standards Board (FASB) pronouncements made effective subsequent to the issuance of these financial statements, none would have required restatement of the financial statements herein nor have they had any significant effect on future financial statements of the Company.

10ITEM 3

~~Table~~QUANTITATIVE ofAND ~~Contents~~ QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this item.

ITEM 4~~. CONTROLS AND PROCEDURES~~

WeCONTROLS ~~maintain~~AND a system of disclosure controls and procedures that are designed for the purpose of ensuring that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosures.PROCEDURES

~~For~~We ~~the~~maintain ~~period~~a ~~ended~~system ~~March 31, 2013, we carried out an evaluation, under the supervision and with the participation~~ of ~~our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our~~ disclosure controls and procedures asthat ~~defined~~are indesigned Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. In the course of this evaluation, our management considered the material weakness in our internal control over financial reporting as discussed in our Annual Report on Form 10-K for the ~~period~~purpose ~~ended December 31, 2012. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as~~ of ~~the~~ensuring ~~end of the period covered by this report on Form 10-Q, our disclosure controls and procedures were not effective to ensure~~ that ~~the~~ information required to be disclosed byin usour inSEC reports ~~filed under the Securities Exchange Act of 1934~~ is ~~(i)~~ recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and ~~(ii)~~that such information is accumulated and communicated to the ~~registrant~~Company’s management, including the Chief Executive Officer and ~~Chief~~the ~~Financial~~Principal Accounting Officer, as appropriate to allow timely decisions regarding ~~disclosure.~~required To overcome this weakness, our principal executive and financial officers have reviewed and provided additional substantive accounting information and data in connection with the preparation of this quarterly reportdisclosures. Therefore, despite the weaknesses identified, our principal executive and financial officers believe that there are no material inaccuracies or omissions of material facts necessary to make the statements included in this report not misleading in light of the circumstances under which they are made.

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control~~Controls ~~over~~and ~~Financial Reporting~~Procedures

WeAs ~~will~~required ~~continue~~by toRule ~~monitor~~13a-15 ~~and~~under ~~evaluate~~the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report, being June 30, 2013, we have carried out an evaluation of the effectiveness of the design and operation of our ~~internal~~company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and Chief Financial Officer concluded that our company’s disclosure controls and procedures are ineffective as at the end of the period covered by this report. There have been no changes in our internal controls over ~~financing~~financial reporting onthat anoccurred ~~ongoing~~during ~~basis~~the ~~and~~period ~~are~~covered ~~committed~~by tothis ~~taking~~report ~~further~~that ~~action~~have ~~and~~materially ~~implementing~~affected, ~~additional~~or ~~enhancements~~are orreasonably ~~improvements,~~likely asto ~~necessary~~materially ~~and~~affect asour ~~funds~~internal ~~allow~~controls over financial reporting.

~~There~~Disclosure ~~have~~controls ~~been~~and noprocedures ~~changes~~and other procedures that are designed to ensure that information required to be disclosed in our ~~internal~~reports ~~control~~filed ~~over~~or ~~financial~~submitted ~~reporting~~under ~~that~~the ~~occurred~~Securities ~~during~~Exchange Act of 1934 is recorded, processed, summarized and reported, within the ~~quarter~~time ~~ended~~period ~~March~~specified 31in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, ~~2013~~without limitation, controls and procedures designed to ensure that ~~have~~information ~~materially~~required ~~affected,~~to orbe ~~were~~disclosed ~~reasonably~~in ~~likely~~our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to ~~materially~~management ~~affect,~~including our ~~internal~~Chief ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting~~Chief Financial Officer, to allow timely decisions regarding required disclosure.

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PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On ~~December~~March ~~29,~~5 ~~2010~~2012, the Company received a complaint from ~~Applied Nanoscience, Inc.,~~ a ~~Nevada~~certain ~~corporation,~~attorney ~~filed~~seeking ~~in the District Court of Clark County in Nevada (Case No. A-10-631192-C) and which seeks~~ collection of ~~notes~~his ~~payable~~invoices ~~to Applied~~ in the amount of $~~453~~167,~~500~~167, ~~including~~plus ~~accrued~~ interest and ~~related~~litigation ~~legal~~ expenses. OnThe ~~February~~Company 1,does ~~2011,~~not webelieve ~~countersued~~the ~~for~~claim ~~breach~~has ofany ~~contract~~merit and ~~claims~~has ~~related~~submitted ~~thereto.~~a ~~Our~~motion ~~management~~for ~~believes~~dismissal. ~~that~~At ~~the~~this ~~value~~point, ~~of its counterclaim will exceed~~ the ~~value of the claims asserted against the~~ Company ~~but~~is ~~cannot~~awaiting ~~fully assess~~ the ~~outcome~~claimant’s ofamendment ~~the~~to ~~action~~his ~~at this time~~claim. ~~Accordingly~~ Recently, ~~management believes adequate provision has been made in~~ the ~~accompanying~~Company ~~financial~~decided ~~statements related~~ to ~~this~~pursue ~~complaint.~~further ~~The~~efforts ~~complaint~~to ~~will~~seek bedismissal ~~tried~~of inthe ~~July, 2013~~complaint.

On ~~March~~or 5about May 8, 2012, the Company received a complaint from a certain ~~attorney~~former employee seeking collection of his ~~invoices,~~charges ~~plus~~as ~~interest~~a distributor and ~~litigation~~as ~~expenses~~an ofemployee ~~$167,167.25.~~in ~~The~~the ~~Company~~amount ~~does~~of ~~not~~$409,525, ~~believe~~plus ~~the~~interest ~~claim~~and ~~has~~litigation ~~any~~expenses. ~~merit~~The ~~and~~Company ~~has~~believes ~~requested~~the ~~dismissal~~likelihood of ~~the~~loss ~~charges.~~in ~~The~~this ~~claim,~~case ~~Case~~is ~~No.~~remote ~~110907934~~and ~~DC,~~intends ~~was~~to ~~filed~~offset infor ~~the~~certain ~~Second~~expenditures ~~District~~made ~~Court~~by ~~of Weber County in~~ the ~~State~~Company ofcaused ~~Utah~~by employee. The Company ishas ~~awaiting~~already anrecognized ~~amendment~~$37,500 toas ~~his~~a ~~complaint~~liability at June 30, 2013.

On or about May 8, 2012, the Company received a complaint from a certain former employee seeking collection of his charges as a distributor and as an employee in the amount of $409,525, plus interest and litigation expenses. Case No. CU12-01141 for the complainant was filed in the Second District Court of Washoe County in the State of Nevada. The Company does not believe that the claim has any merit and intends to offset for certain Company expenditures caused by the employee.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

These shares were issued in reliance on the exemption from registration and prospectus delivery requirements of the Act set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the regulations promulgated hereunder.

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

None.

ITEM 34 - ~~DEFAULTS~~MINE ~~UPON~~SAFETY ~~SENIOR SECURITIES~~DISCLOSURES

~~None.~~ N/A

ITEM 4 - RESERVED

ITEM 5 - OTHER INFORMATION

None.

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ITEM 6 - EXHIBITS

Exhibit No.		Description
EXHIBIT NO.		DESCRIPTION
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
32.2		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32		CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
101.Ins		Xbrl Instance Document
101.INS		XBRL INSTANCE DOCUMENT
101.Sch		Xbrl Taxonomy Extension Schema Document
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.Cal		Xbrl Taxonomy Extension Calculation Linkbase Document
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.Def		Xbrl Taxonomy Extension Definition Linkbase Document
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.Lab		Xbrl Taxonomy Extension Label Linkbase Document
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.Pre		Xbrl Taxonomy Extension Presentation Linkbase Document
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

1311

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NANO MASK, INC.
	NMI HEALTH, INC.
May 24, 2013		/s/ Edward Suydam
	(Formerly, Nano Mask, Inc.)
November 18, 2014	By:	/s/Edward Suydam
		Edward Suydam, Chief Executive Officer
	By:	/s/Michael J. Marx
		Michael J. Marx, Chief Financial Officer

May 24, 2013 /s/ Michael J. Marx Michael J. Marx, Chief Financial Officer

Filing Compare · NMI Health, Inc.