UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
         THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended September 30, 2003

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

                         Commission File Number 0-26067

                         NANOSCIENCE TECHNOLOGIES, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

              Nevada                                           87-0571300
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                 300 Park Avenue, Suite 1712, New York, NY 10022
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone no.:  (212) 557-4005

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   Common

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

         State the issuer's revenues for its most recent fiscal year.     $ -0-

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and ask prices of such stock as of a specified date within 60 days. $ 0

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

           Class                             Outstanding as of January 23, 2004
Common Stock, $.001 par value                             10,846,946

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

Transitional Small Business Disclosure Format.   Yes [ ]      No [X]


<PAGE>

<TABLE>
<CAPTION>

                         NANOSCIENCE TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

                                     PART I

<S>           <C>                                                                                  <C>
Item 1.       Description of Business........................................................       3

Item 2.       Description of Property........................................................       7

Item 3.       Legal Proceedings..............................................................       7

Item 4.       Submission of Matter to a Vote of Security Holders.............................       7

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters.......................       7

Item 6.       Management's Discussion and Analysis or Plan of Operation......................       9

Item 7.       Financial Statements...........................................................      12

Item 8.       Changes in and Disagreements with Accountants on Accounting and
                 Financial Disclosure........................................................      27

Item 8A.      Controls and Procedures........................................................      27

                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control persons;
                 Compliance with Section 16(a) of the Exchange Act...........................      27

Item 10.      Executive Compensation.........................................................      28

Item 11.      Security Ownership of Certain Beneficial Owners and Management.................      29

Item 12.      Certain Relationships and Related Transactions.................................      30

Item 13.      Exhibits and Reports on Form 8-K...............................................      30

Item 14.      Principal Accountants Fees and Services........................................      31

              Signatures.....................................................................      32
</TABLE>



                                      -2-
<PAGE>


                                     PART I

Item 1.       Description of Business

Forward-Looking and Cautionary Statements

         This  report  contains  certain   forward-looking   statements.   These
statements  relate to future events or our future  performance and involve known
and unknown risks and  uncertainties.  Actual  results may differ  substantially
from  such  forward-looking  statements,  including,  but not  limited  to,  the
following:

         o   our ability to search for an appropriate  business  opportunity and
             to subsequently acquire or merge with such entity;
         o   to meet our cash and working capital needs;
         o   our ability to maintain our corporate existence as a viable entity;
             and
         o   other risks detailed in our periodic report filings with the SEC.

         In  some  cases,  you  can  identify   forward-looking   statements  by
terminology  such as "may,"  "will"  "should,"  "expects,"  "intends,"  "plans,"
"anticipates,"  "believes," "estimates," "predicts," "potential," "continue," or
the negative of these terms or other comparable terminology.

         These  statements  are only  predictions.  Although we believe that the
expectations  reflected in the  forward-looking  statements are  reasonable,  we
cannot   guarantee   future   results,   levels  of  activity,   performance  or
achievements.

History

         Nanoscience  Technologies,  Inc. was incorporated in Idaho on September
14, 1987.  In July 2001, we formed a new Nevada  corporation  for the purpose of
changing our corporate  domicile  from Idaho to Nevada.  On November 8, 2001, we
implemented  the  change of  domicile  to Nevada  by filing  Articles  of Merger
between the Idaho and Nevada corporations. Also in November 2001, we changed our
authorized capitalization to 100,000,000 shares of Common Stock, par value $.001
per share.  On November 16, 2001, we effected a forward split of our outstanding
shares of common  stock on a 12.5  shares  for 1 share  basis.  In May 2002,  we
changed  our  corporate  name from Eagles  Nest  Mining  Company to  Nanoscience
Technologies, Inc.

         We are  considered a development  stage company and, for several years,
were  inactive  other than  searching  for an  operating  business  or  business
opportunity with the intent to acquire or merge with such business. On September
12, 2003,  we finalized an Amended and Restated  Research and License  Agreement
(the "License  Agreement")  with New York University  ("NYU"),  that was further
amended on November  11,  2003.  Under the terms of the License  Agreement,  NYU
granted  to  us  a  license  to  certain  pre-existing  inventions  and  certain
intellectual  property to be generated by a designated  research  project  being
conducted at NYU relating to DNA Nanotechnology.

         As  compensation  to NYU  for  work  to be  performed  on its  research
projects,  we  agreed to  provide  to NYU  funding  in the  aggregate  amount of
$1,657,690 in  installments  commencing  on September  15, 2003 through,  May 1,
2007, and additional fees and expenses.  The License  Agreement further provides
that NYU grants to us an exclusive  worldwide  license to develop,  manufacture,
use,  lease  or sell any  licensed  products  and/or  processes  related  to the
research project, together with the right to grant sublicenses.  We in turn will
pay to NYU a royalty  fee of a varying  amount  from sales of  products  and for
sublicenses.

         In  connection  with the License  Agreement,  we also  entered  into an
Amended and Restated  Stock  Purchase  Agreement  ("Stock  Purchase  Agreement")
whereby in further  consideration  for entering into the License  Agreement,  we
issued 4,812,377 shares of our common stock to NYU.

                                      -3-
<PAGE>

         Further,  on  September  18,  2003,  we sold an  aggregate of 1,222,192
shares of our  authorized  but  previously  unissued  common  stock in a private
placement to four accredited  investors  (305,548 shares each) for the aggregate
purchase  price of  $400,000.  We used the  funds to make the  initial  $300,000
payment to NYU under the License Agreement,  the payment of various expenses and
fees  related  to   finalization   and  execution  of  the  License   Agreement,
professional fees, and for working capital.

Business

         We have a limited  operating history and no representation is made, nor
is any intended, that we will be able to carry on our future business activities
successfully.  As a result of the  License  Agreement  with NYU,  we have become
engaged  in  the  development  and   commercialization  of  the  inventions  and
intellectual property to be generated by the research project being conducted at
NYU  relating to DNA  Nanotechnology.  Structural  DNA  Nanotechnology  seeks to
exploit the architectural properties of DNA with the ultimate goal of organizing
matter in three dimensions. Pharmaceutical development, nano-electronics and the
creation of new materials are among the potential applications of this research.

         Background of Technology

         Nanotechnology  is the science of performing  functions on the scale of
atoms and molecules. The term is derived from the word "nanometer", which is one
billionth of a meter. To give a clearer picture of these  dimensions,  there are
more than 100,000  nanometers  in the width of a single human hair. At the lower
end of the nano scale  quantum  physics  serves a vital role,  as  properties of
traditional  materials  may  change,  and the  behavior  of  surfaces  starts to
dominate  the  behavior  of bulk  materials,  opening  up whole  new  realms  of
scientific possibilities.

         The  science of  nanotechnology  involves  making  components  smaller,
faster and /or stronger,  often  resulting in something  that  completely new or
with  additional  properties,  or developing  nano machines that can lead to new
manufacturing  paradigms. All of these things can be achieved by controlling the
structure  of matter at much  finer  length  scales  than  previously  possible.
Applications  of this  technology  are  already  a part of our  daily  lives  in
products such as:

         *   Stain resistant clothing
         *   More durable tennis balls
         *   Improved sunscreens and paints

         Management believes that nanotechnology will affect almost every aspect
of our lives,  from the  medicines  we use, to the power of our  computers,  the
energy supplies we require, the food we eat, the cars we drive, the buildings we
live in and the clothes we wear.

         Nanotechnology  research  at  NYU  has  focused  on the  formation  and
specific and  individualized  structure of DNA  molecules.  DNA is regarded as a
building  block of life, a common  component  present in every living  organism.
Most people are familiar with its role in genetics and heredity. DNA's design is
ordinarily that of an elegant spiral staircase with two outer rails connected by
regularly  spaced  steps.  Two strands,  each a chain formed by linking the four
basic units of DNA in a  particular  sequence,  wind around each other to create
this helical arrangement.  The sequence of basic units along each chain provides
a unique  code - one that can be used to  determine  how groups of strands  will
assemble.  Billions of such assemblies can occur simultaneously in a single test
tube.

         DNA's size (less than 2 nanometers  across),  its strength,  ability to
self-assemble,  and its simple,  predictable  design and interactions make it an
ideal  molecular  building  material  for  construction  on a  nano  scale,  and
represents the core of NYU's efforts.


                                      -4-
<PAGE>

         Potential Commercial Applications

         Crystal  design  and   construction  for  use  in  the  development  of
structure-based drugs are expected to be among the first commercial applications
for DNA nanotechnology.  There has been considerable research and development by
pharmaceutical  and  biotechnology  industries  into  research to determine  the
molecular  structures of proteins and other substances present in the body so as
to either  mimic  their  functions  or  interfere  with  them.  Understanding  a
molecule's  structure  and behavior  could have  important  implications  in the
design of new, more potent  therapeutics.  As an example, in 1990,  discovery of
the  three-dimensional  structure  of the HIV  protease  enzyme  soon led to the
development  of  a  series  of  potent  protease   inhibitors,   representing  a
revolutionary new weapon in the war against AIDS.

         One  of  the  most  difficult  challenges  in  science  is to  persuade
biological molecules--which tend to be irregularly shaped and floppy--to line up
neatly  and  stiffly in a  crystalline  array so that  their  structures  can be
elucidated. DNA nanotechnology could provide a solution. The concept is to order
a subject molecule,  in this case a particular drug target,  within box-like DNA
structures,  and then to connect the boxes to form  crystals.  Once crystals are
formed,  the DNA structures will act as the host of a host-guest  lattice.  Both
host and guest are expected to be ordered  sufficiently  well to  elucidate  the
structures of the guest molecules, providing new opportunities in the discovery,
development  and   commercialization  of  a  new,  unique  class  of  nano-based
biopharmaceuticals.

         In  contrast  to other  molecules  on their  size  scale,  for  example
proteins,  associations between specific DNA molecules can be programmed through
complementarity.  Sticky ends  provide  predictable  affinity  and the  relative
orientations of the associating  molecules are known with great  precision.  DNA
molecules can be manipulated by commercially  available enzymes and DNA contains
an extremely  readable  code that may  ultimately be used to position and orient
scaffolded molecules. The ability to build stick figure crystalline cages on the
nanometer  scale could be used to orient other  molecules as guests inside those
cages, thereby rendering their structures amenable to diffraction analysis.  The
similar  type  of  crystalline  array  could  be  used to  position  and  orient
components of molecular-electronic devices with nanometer-scale precision.

         Other Applications

         Nanoelectronics  offers potential applications that may reduce the size
of electronic components to a size of less than 100 nanometers. Today's smallest
transistors   measure   approximately   350  nanometers   across,   and  current
lithographic  technology is quickly  approaching its limits for further reducing
the  size  of  electronic  components.  Nanotechnology  is  expected  to make it
possible  to build  computers  in which  molecules  serve as  diodes,  wires and
transistors.  Devices could emerge that use very little power,  yet are millions
to billions times more powerful than today's Pentium(TM) chips.

         There are several significant  milestones that must be achieved towards
the objective of establishing nanoelectronics as a viable commercial alternative
to today's existing technologies:

         *   Connectibility  -  The  organization  of  various  components  into
             circuits arranged conveniently on the nanometer scale
         *   Mass Production - of nano circuits and related components.

         Representing a scientific and commercial solution to both problems, DNA
structures  would act as scaffolding to direct the assembly of molecular  wires.
2-D organization and patterns have already been  demonstrated.  Current research
is focused on extending  these  successful  2-D assemblies to 3-D. A 3-D network
represents  an  extremely  compact  system,  multiplies  the  potential  storage
capacity about 10,000 times and allows an enormous  density of  information.  An
array  of one bit  elements  in 1  cubic  centimeter  would  contain  4  million
gigabytes of  information,  enough to encrypt each of the 10 million  books ever
written by a factor of 3000 times.


                                      -5-
<PAGE>

         Nanorobotics represents the ability to control mechanical action on the
nanometer length scale. Several DNA-based devices have already been devised that
are capable of achieving  this goal.  The control of structure on the  nanometer
scale  will  lead to  nanorobotics,  which,  in turn,  will  produce  nano-scale
manufacturing,  nano-scale  assembly  and the  ability  to  produce  action on a
biologically-relevant length scale within living cells.

Patents

         Dr. Nadrian  Seeman has been granted five U.S.  patents for his work in
DNA  nanotechnology,  with three  additional  patents  applied for and currently
pending.  Furthermore,  it is expected that two more patent applications will be
filed  during  2004.  Under the our  license  agreement  with  NYU,  we have the
exclusive  worldwide  license to develop  commercially  and/or license  products
and/or  processes  related to the patents.  Professor Seeman first conceived the
idea for using DNA as a structural element in the fall of 1980 while a member of
the faculty at SUNY Albany and published the first design for such a molecule in
1981.  Dr. Seeman  brought this project to NYU in 1988.  The  following  year he
constructed  the  first  geometrical  DNA  object  and in 1991 the first 3-D DNA
object, a cube.

Patents Awarded and Pending-DNA Nanotechnology:

         *   US Patent 5,278,051 -"SOLID SUPPORT METHODOLOGY FOR CONSTRUCTION OF
             GEOMETRICAL OBJECTS FROM DNA"

         *   US Patent 5,386,020 -MULTIPLY CONNECTED  THREE-DIMENSIONAL  NUCLEIC
             ACID STRUCTURES.

         *   US Patent 5,468,851 -SOLID SUPPORT  METHODOLOGY FOR CONSTRUCTION OF
             GEOMETRICAL OBJECTS FROM DNA.

         *   US Patent 6,072,044  -NANOCONSTRUCTIONS  OF GEOMETRICAL OBJECTS AND
             ANTIPARALLEL NUCLEIC ACID DOUBLE CROSSOVER MOLECULES.

         *   US Patent - 6,255,469 - PERIODIC TWO AND THREE DIMENSIONAL  NUCLEIC
             ACID STRUCTURES.

         *   Application   No.    60/358,365    (Pending)  - POLYNUCLEIC   ACID
             NANOMECHANICAL DEVICE CONTROLLED BY HYBRIDIZATION TOPOLOGY.

         *   Application No. 60/473,915 - NUCLEIC ACID NYLON LADDER COPOLYMERS

         *   Application No. not yet assigned - A SEQUENCE  SPECIFIC BIPEDAL DNA
             MOTOR

Employees

         As of the date hereof, we do not have any full-time  employees and have
no plans for retaining  employees  until such time as our business  warrants the
expense, or until technology developed pursuant to our License Agreement becomes
commercially  feasible.  We may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities

         We  currently  use as our  principal  place of  business  the  business
offices of our President  located in New York City.  Although we have no written
agreement and pay no rent for the use of this facility,  it is contemplated that
at such future  time as business  warrants,  we will  secure  commercial  office
spaces.  However,  we have no current  plans to secure  such  commercial  office
space.

                                      -6-
<PAGE>

Industry Segments

         No  information  is  presented  regarding  industry  segments.  We  are
presently  a research  company  that will market  and/or  license  products  and
technology  developed under the License  Agreement with NYU. Please refer to the
statements  of  operations  included  herein in  response to Item 7 of this Form
10-KSB for a report of our operating history for the past two fiscal years.

Item 2.       Description of Property

         We do not own any material property.

Item 3.       Legal Proceedings

         We are not a party to any material  pending legal  proceedings  and, to
best of our knowledge, no such action by or against us, has been threatened.

Item 4.       Submission of Matters to a Vote of Security Holders
         There  were no  matters  submitted  to a vote of our  security  holders
during the year ended September 30, 2003.

                                     PART II

Item 5.       Market for Common Equity and Related Stockholder Matters

         Our common  stock has been  accepted  for  trading on the OTC  Bulletin
Board under the trading  symbol  "NANS."  Inclusion  on the OTC  Bulletin  Board
permits price  quotations for our shares to be published by such service.  There
has not been an active  trading  market for our common  stock nor has there been
significant  trading  in the  public  market  in recent  years.  We have made no
proposals,  arrangements  or  understandings  with  any  person  concerning  the
development of a trading market in any of our securities.  Because there has not
been a regular,  active  trading  market in our  shares,  no trading  history is
presented herein.

         On November 16, 2001,  we effected a forward  split of our  outstanding
common stock on a 12.5 shares for 1 share basis.  The forward  split was treated
as a stock dividend.

         The ability of an  individual  shareholder  to trade their  shares in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to trade in that state.  Presently,  we have no plans to register our
securities  in any  particular  state.  Further,  our shares will most likely be
subject  to the  provisions  of Section  15(g) and Rule 15g-9 of the  Securities
Exchange Act of 1934,  commonly  referred to as the "penny stock" rule.  Section
15(g) sets forth certain  requirements for transactions in penny stocks and Rule
15g-9(d)(1)  incorporates  the  definition  of penny  stock as that used in Rule
3a51-1 of the Exchange Act.

         The SEC generally  defines  penny stock to be any equity  security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The Nasdaq Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
issuer's net tangible assets; or exempted from the definition by the SEC. If our
shares are deemed to be a penny stock,  trading in the shares will be subject to
additional sales practice  requirements on broker-dealers  who sell penny stocks
to persons other than established customers and accredited investors,  generally
persons with assets in excess of $1,000,000 or annual income exceeding $200,000,
or $300,000 together with their spouse.

                                      -7-
<PAGE>

         For  transactions  covered by these rules,  broker-dealers  must make a
special  suitability  determination for the purchase of such securities and must
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock and may affect the ability of
shareholders to sell their shares.

         As of January 23, 2004 there were approximately 45 holders of record of
our common  stock,  which figure does not take into account  those  shareholders
whose certificates are held in the name of broker-dealers or other nominees.

         As of January 23, 2004 we had 10,846,946  shares of common stock issued
and  outstanding.  Of the  total  outstanding  shares,  1,915,344  may be  sold,
transferred or otherwise traded in the public market without restriction, unless
held by an affiliate or controlling  shareholder.  Of these 1,915,344 shares, we
have not identified any shares as being held by affiliates. A total of 8,931,602
shares are considered restricted securities.

         Under Rule 144 as  currently  in effect,  a person  (or  persons  whose
shares are aggregated) who has beneficially owned restricted shares for at least
one year, including any person who may be deemed to be an "affiliate" as defined
under the Act, is entitled to sell, within any three-month  period, an amount of
shares that does not exceed the greater of (i) the average weekly trading volume
in the  security  as  reported  through  the  automated  quotation  system  of a
registered securities association, during the four calendar weeks preceding such
sale or (ii) 1% of the shares then outstanding. A person who is not deemed to be
an  "affiliate"  and has not been an affiliate for the most recent three months,
and who has held  restricted  shares for at least two years would be entitled to
sell such shares without regard to the resale limitations of Rule 144.

Recent Issuance of Securities

         In connection with the License Agreement and Stock Purchase  Agreement,
we issued in October 2003 a total of 4,812,377 shares of our common stock to NYU
in further consideration for entering into the License Agreement.  This issuance
was made in an isolated,  private transaction to a single accredited investor in
reliance upon the  exemptions  from  registration  provided by Sections 4(2) and
4(6) of the Securities Act of 1933.

         In September  2003,  we sold an  aggregate  of 1,222,192  shares of our
authorized but previously  unissued common stock in a private  placement to four
accredited  investors  (305,548 shares each) for the aggregate purchase price of
$400,000.  We used the funds to make the initial  $300,000  payment to NYU under
the License  Agreement,  the  payment of various  expenses  and fees  related to
finalization and execution of the License Agreement,  professional fees, and for
working  capital.  The  sale of  securities  was  made in an  isolated,  private
transaction to four accredited investors only and in reliance upon the exemption
from registration provided by Section 4(6) of the Securities Act.

         On October 2, 2001, we issued 250,000 shares of our common stock to one
person for cash  consideration  of $250, or $0.001 per share. The funds realized
are to be used for general corporate operating  expenses.  The issuance was made
pursuant to a private,  isolated transaction in reliance upon the exemption from
the registration provided by Section 4(2) of the Securities Act of 1933.


                                      -8-
<PAGE>

Dividend Policy

         We have not declared or paid cash  dividends or made  distributions  in
the  past,  and we do not  anticipate  that we will pay cash  dividends  or make
distributions  in the  foreseeable  future.  We  currently  intend to retain and
invest any future earnings to finance our operations.

Item 6.       Management's Discussion and Analysis or Plan of Operation

         The  following  information  should  be read in  conjunction  with  the
consolidated  financial statements and notes thereto appearing elsewhere in this
Form 10-KSB.

Results of Operations

         We  incurred  a loss from  operations  of  $429,380  for the year ended
September 30, 2003 compared to a loss of $9,140 for the year ended September 30,
2002.  The  increase  was due our  decision  to  enter  into the  licensing  and
development  of  Nanotechnology.  Included in the loss for 2003 was  $300,000 in
cash paid to NYU for research and development of  Nanotechnology.  The loss also
includes $96,248 for the value of the 4,812,377 shares issued to NYU.

         We used cash of  $309,976  during the year  ended  September  30,  2003
compared to $10,694 in 2002.  The  increase  was  primarily  due to the $300,000
payment to NYU for research and development services.

Liquidity and Capital Resources

         We had cash on hand of $80,738 as of  September  30,  2003  compared to
$250 as of September 30, 2002. The increase was due to the issuance of 1,222,192
shares of common stock for  $400,000  offset by the cash used in  operations  of
$309,976.  We  also  paid  $19,162  in  legal  fees  to  obtain  patents  on our
technology.  Our cash exceeded our liabilities by $57,426 at September 30, 2003.
We have the obligation to pay $315,000 to NYU on May 1, 2004. We intend to raise
the needed  funds from the sale of our shares of our common  stock.  There is no
assurance  that the funds will be available  or that even if they are  available
that the terms will be acceptable to us.

Plan of Operation

         In September we entered into a License  Agreement  with NYU whereby NYU
granted  to  us  a  license  to  certain  pre-existing  inventions  and  certain
intellectual  property to be generated by a designated  research  project  being
conducted at NYU relating to DNA  Nanotechnology.  The License Agreement further
provides  that NYU  grants to us an  exclusive  worldwide  license  to  develop,
manufacture,  use, lease or sell any licensed  products and/or processes related
to the research  project,  together with the right to grant  sublicenses.  We in
turn will pay to NYU a royalty  fee of a varying  amount  from sales of products
and for sublicenses.

         We intend to  re-license  the  technology  we acquired  from NYU and to
license any newly  developed  technology  to companies  which have the financial
resources to economically  market the related products to the public.  We do not
intend to market the products  ourselves.  We expect that the licensees will pay
us  royalties  as a  percentage  of their  sales of any  products  which use our
technology.

Net Operating Loss

         We have  accumulated  approximately  $1,584,000 of net  operating  loss
carryforwards  as of September  30, 2003,  which may be offset  against  taxable
income  and  income  taxes in future  years.  The use of these  losses to reduce
future income taxes will depend on the  generation of sufficient  taxable income
prior  to  the  expiration  of  the  net  operating  loss   carryforwards.   The
carry-forwards  expire in the year  2023.  In the event of  certain  changes  in
control,  there will be an annual limitation on the amount of net operating loss
carryforwards  which  can be  used.  No tax  benefit  has been  reported  in the


                                      -9-
<PAGE>

financial  statements  for the year ended  September 30, 2003 because there is a
50% or greater chance that the carryforward will not be used.  Accordingly,  the
potential  tax  benefit  of the  loss  carryforward  is  offset  by a  valuation
allowance of the same amount.

New Accounting Pronouncements

         On August 16, 2001, the Financial  Accounting Standards Board, or FASB,
issued Statement of Financial  Accounting  Standards (SFAS) No. 143,  Accounting
for Asset Retirement Obligations,  which is effective for fiscal years beginning
after June 15, 2002. It requires that obligations associated with the retirement
of a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair value.
Upon initially  recognizing  an accrued  retirement  obligation,  an entity must
capitalize  the cost by  recognizing  an increase in the carrying  amount of the
related  long-lived  asset.  Over time, the liability is accreted to its present
value each period,  and the capitalized cost is depreciated over the useful life
of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon settlement.
Although we have not completed the process of determining the effect of this new
accounting pronouncement, we currently expect that the effect of SFAS No. 143 on
our financial statements, when it becomes effective, will not be significant.

         In  October  2001,  the  FASB  issued  SFAS  144,  Accounting  for  the
Impairment  or  Disposal  of  Long-Lived  Assets,   which  addresses   financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
Although  SFAS 144  supersedes  SFAS 121,  it  retains  many of the  fundamental
provisions of SFAS 121. SFAS 144 also  supersedes  the  accounting and reporting
provisions of Accounting  Principles Board Opinion No. 30, Reporting-the Results
of Operations-Reporting  the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business.  However, it retains the requirement in
APB 30 to report separately  discontinued  operations and extends that reporting
to a  component  of an  entity  that  either  has  been  disposed  of,  by sale,
abandonment,  or in a distribution to owners, or is classified as held for sale.
SFAS 144 is effective  for fiscal years  beginning  after  December 15, 2001 and
interim  periods within those fiscal years.  We believe the adoption of SFAS 144
will not have a significant effect on our financial statements.

         In April 2002,  the FASB issued  Statement No. 145,  Rescission of FASB
Statements No. 4, 44, and 62,  Amendment of FASB Statement No. 13, and Technical
Corrections   (SFAS   145).   SFAS  145  will   require   gains  and  losses  on
extinguishments  of debt to be  classified  as income  or loss  from  continuing
operations  rather than as  extraordinary  items as  previously  required  under
Statement  of  Financial  Accounting  Standards  No. 4 (SFAS  4).  Extraordinary
treatment  will be  required  for  certain  extinguishments  as  provided in APB
Opinion No. 30. SFAS 145 also amends Statement of Financial Accounting Standards
No. 13 to  require  certain  modifications  to  capital  leases be  treated as a
sale-leaseback  and modifies the  accounting  for  sub-leases  when the original
lessee  remains a secondary  obligor (or  guarantor).  SFAS 145 is effective for
financial  statements  issued after May 15, 2002, and with respect to the impact
of the  reporting  requirements  of  changes  made  to SFAS 4 for  fiscal  years
beginning after May 15, 2002. The adoption of the applicable  provisions of SFAS
145 did not have an effect on our financial statements.

         In June 2002, the FASB issued  Statement No. 146,  Accounting for Costs
Associated with Exit or Disposal Activities.  SFAS 146 nullifies Emerging Issues
Task  Force  Issue  No.  94-3  "Liability   Recognition  for  Certain   Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a  Restructuring)."  SFAS 146 applies to costs associated with
an exit  activity  that does not involve an entity newly  acquired in a business
combination  or with a  disposal  activity  covered  by SFAS  144.  SFAS  146 is
effective for exit or disposal  activities that are initiated after December 31,
2002, with earlier application  encouraged.  We are currently reviewing SFAS 146
and intend to implement it in January 2004.

<PAGE>

         In October 2002, the FASB issued SFAS No. 147,  Acquisitions of Certain
Financial  Institutions-An  Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation  No. 9. SFAS No. 147 is an industry  specific standard and is not
applicable  to us;  therefore,  it will not have an  impact  on our  results  of
operations or financial position.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure.  SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for  stock-based
employee  compensation.  SFAS No. 148 also amends the  disclosure  provisions in
SFAS No. 123 and Accounting  Principles Board Opinion No. 28, Interim  Financial
Reporting,  to  require  disclosure  in the  summary of  significant  accounting
policies  of the  effects  of an  entity's  accounting  policy  with  respect to
stock-based employee  compensation on reported net income and earnings per share
in annual and interim  financial  statements.  We adopted the interim  financial
reporting for interim periods beginning after December 15, 2002. The adoption of
SFAS No. 148 did not have a material  impact on our  results  of  operations  or
financial position.

         In January  2003,  the FASB  issued  Interpretation  No. 46 ("FIN 46"),
Consolidation of Variable Interest  Entities,  which addresses the consolidation
of  business  enterprises  (variable  interest  entities),  to which  the  usual
condition of consolidation,  a controlling  financial interest,  does not apply.
FIN 46 requires an entity to assess its business  relationships  to determine if
they are variable interest  entities.  As defined in FIN 46, variable  interests
are  contractual,  ownership  or other  interests  in an entity that change with
changes in the  entity's net asset  value.  Variable  interests in an entity may
arise from financial instruments, service contracts, guarantees, leases or other
arrangements  with the variable  interest  entity.  An entity that will absorb a
majority of the variable  interest entity's expected losses or expected residual
returns,  as defined in FIN 46, is  considered  the primary  beneficiary  of the
variable  interest  entity.  The primary  beneficiary  must include the variable
interest entity's assets, liabilities and results of operations in its financial
statements.  FIN 46 is immediately  effective for all variable interest entities
created after January 31, 2003. For variable  interest entities created prior to
this date,  the provisions of FIN 46 were  originally  required to be applied no
later than our first quarter of Fiscal 2004. On October 8, 2003, the FASB issued
FASB Staff Position (FSP) FIN 46-6,  Effective Date of FASB  Interpretation  No.
46,  Consolidation  of Variable  Interest  Entities.  The FSP provides a limited
deferral  (until the end of our second quarter of 2004) of the effective date of
FIN 46 for certain interests of a public entity in a variable interest entity or
a potential  variable  interest entity. We will continue to evaluate FIN 46, but
due to the  complex  nature  of the  analysis  required  by FIN 46,  we have not
determined the impact on our results of operations or financial position.

         In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on  Derivative  Instruments  and  Hedging  Activities.  SFAS No.  149 amends and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. In particular,  this Statement  clarifies  under what  circumstances  a
contract with an initial net investment meets the characteristic of a derivative
and when a  derivative  contains a financing  component  that  warrants  special
reporting in the statement of cash flows. We adopted this standard for contracts
entered into or modified  after June 30, 2003.  The adoption of SFAS No. 149 did
not have a material impact on our results of operations or financial position.

         In May 2003,  the FASB  issued  SFAS No.  150,  Accounting  for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity. This
Statement requires certain financial  instruments that embody obligations of the
issuer and have  characteristics of both liabilities and equity to be classified
as liabilities.  We adopted this standard for financial instruments entered into
or  modified  after May 31,  2003.  The  adoption of SFAS No. 150 did not have a
material impact on our results of operations or financial position.

                                      -11-
<PAGE>


Item 7.       Financial Statements

         Our  financial  statements,  as of  and  for  the  fiscal  years  ended
September 30, 2003 and 2002,  have been examined to the extent  indicated in its
report by H J & Associates, LLC, independent certified accountant, and have been
prepared in accordance with generally accepted accounted principles and pursuant
to  Regulation  S-B  promulgated  by  the  SEC.  The  aforementioned   financial
statements are included herein in response to Item 7 of this Form 10-KSB.



                                      -12-
<PAGE>







                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                               September 30, 2003














                                      -13-
<PAGE>



                                 C O N T E N T S


Independent Auditors' Report ............................................... 15

Balance Sheet............................................................... 16

Statements of Operations ................................................... 17

Statements of Stockholders' Equity  ........................................ 18

Statements of Cash Flows ................................................... 20

Notes to the Financial Statements .......................................... 21



                                      -14-
<PAGE>








                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The Board of Directors
Nanoscience Technologies, Inc.
(A Development Stage Company)
New York, New York

We have audited the accompanying balance sheet of Nanoscience Technologies, Inc.
(a  development  stage  company),  as of  September  30,  2003,  and the related
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended September 30, 2003 and 2002 and from inception of the development stage on
September 14, 1987 through  September 30, 2003.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Nanoscience Technologies,  Inc.
(a  development  stage  company) as of September 30, 2003 and the results of its
operations  and its cash flows for the years ended  September  30, 2003 and 2002
and from  inception  of the  development  stage on  September  14, 1987  through
September 30, 2003 in conformity with accounting  principles  generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC
--------------------------
HJ & Associates, LLC
Salt Lake City, Utah
January 12, 2004

                                      -15-
<PAGE>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                    ASSETS

                                                                September 30,
                                                                    2003
                                                                -------------
CURRENT ASSETS

   Cash                                                          $  80,738
                                                                 ---------

   Total Current Assets                                             80,738
                                                                 ---------


OTHER ASSETS

   Patents                                                          19,162
                                                                 ---------

   Total Other Assets                                               19,162
                                                                 ---------

   TOTAL ASSETS                                                  $  99,900
                                                                 =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts payable                                              $  23,312
                                                                 ---------

     Total Current Liabilities                                      23,312
                                                                 ---------

     Total Liabilities                                              23,312
                                                                 ---------


     STOCKHOLDERS' EQUITY

   Common stock: $0.001; authorized 100,000,000
    shares; 23,693,319 shares issued and outstanding                23,693
   Additional paid-in capital
                                                                   539,182
   Deficit accumulated during the development stage               (486,287)
                                                                 ---------

     Total Stockholders' Equity                                     76,588
                                                                 ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $  99,900
                                                                 =========

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

                                      -16-
<PAGE>

<TABLE>
<CAPTION>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            Statements of Operations

                                                                        From
                                                                   Inception of the
                                                                      Development
                                                                      Stage on
                                                                    September 14,
                                       For the Years Ended          1987 Through
                                          September 30,             September 30,
                                        2002          2003              2003
                                   ----------------------------    ------------

<S>                                <C>             <C>             <C>
REVENUES                           $       --      $       --      $       --

EXPENSES

General and administrative               33,132           9,140          90,039
Research and development                300,000            --           300,000
    Licensing fees                       96,248            --            96,248
                                   ------------    ------------    ------------

                  TOTAL EXPENSES        429,380           9,140         486,287
                                   ------------    ------------    ------------


NET LOSS                           $   (429,380)   $     (9,140)   $   (486,287)
                                   ============    ============    ============


BASIC LOSS PER SHARE               $      (0.02)   $      (0.00)
                                   ============    ============

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                   17,857,147      17,657,380
                                   ============    ============
</TABLE>
                  The accompanying notes are an integral part
                         of these financial statements.


                                      -17-
<PAGE>
<TABLE>
<CAPTION>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity


                                                                          Deficit
                                                                        Accumulated
                                     Common Stock         Additional    During the
                                -----------------------    Paid-in      Development
                                 Shares        Amount      Capital         Stage
                                ----------   ----------   ----------    ----------
<S>                             <C>          <C>          <C>           <C>
Balance from inception of
   the development stage
   at September 14, 1987              --     $     --     $     --      $     --

Common stock issued to
   directors for services
   on September 17, 1987
   at $0.008 per share           3,750,000        3,750       26,250          --

Common stock issued for
   cash on September 17,
   1987 at $0.008 per share         27,500           28          192          --

Common stock issued for
   cash on January 12, 1988
   at $0.008 per share               6,250            6           44          --

Common stock issued to a
   director for cash on
   October 10, 1997 at
   $0.0004 per share            12,500,000       12,500       (7,500)         --

Common stock issued to
   directors for services on
   November 12, 1997 at
   $0.0004 per share             1,125,000        1,125         (675)         --

Net loss for the period from
   inception on September 14,
   1987 through September
   30, 1999                           --           --           --         (37,740)
                                ----------   ----------   ----------    ----------

Balance, September 30, 1999     17,408,750       17,409       18,311       (37,470)

Net loss for the year ended
September 30, 2000                    --           --           --          (3,200)
                                ----------   ----------   ----------    ----------


Balance, September 30, 2000     17,408,750   $   17,409   $   18,311    $  (40,670)
                                ----------   ----------   ----------    ----------
</TABLE>

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


                                      -18-
<PAGE>

<TABLE>
<CAPTION>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                 Statements of Stockholders' Equity (Continued)

                                                                          Deficit
                                                                        Accumulated
                                     Common Stock         Additional    During the
                                -----------------------    Paid-in      Development
                                 Shares        Amount      Capital         Stage
                                ----------   ----------   ----------    ----------

<S>                              <C>          <C>          <C>          <C>
Balance, September 30, 2000      17,408,750   $   17,409   $   18,311   $  (40,670)

Net loss for the year ended
September 30, 2001                     --           --           --         (7,097)
                                 ----------   ----------   ----------   ----------
Balance, September 30, 2001      17,408,750       17,409       18,311      (47,767)

Common stock issued for cash
   on October 2, 2001 at $0.01
   per share                        250,000          250         --           --

Net loss for the year ended
September 30, 2002                     --           --           --         (9,140)
                                 ----------   ----------   ----------   ----------
Balance, September 30, 2002      17,658,750       17,659       18,311      (56,907)

Common stock issued for
  cash at $0.33 per share
  on September 18, 2003           1,222,192        1,222      398,778         --


Common shares issued for
  licensing fees at $0.02 per
  share on September 18, 2003     4,812,377        4,812       91,436         --


Forgiveness of debt by a
  related party                        --           --         30,367         --


Contributed services                   --           --            290         --

Net loss for the year ended
  September 30, 2003                   --           --           --       (429,380)
                                 ----------   ----------   ----------   ----------
Balance, September 30, 2003      23,693,319   $   23,693   $  539,182   $ (486,287)
                                 ==========   ==========   ==========   ==========
</TABLE>

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


                                      -19-
<PAGE>
<TABLE>
<CAPTION>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                                                                      From
                                                                                 Inception of the
                                                                                    Development
                                                                                    Stage on
                                                                                  September 14,
                                                         For the Years Ended      1987 Through
                                                            September 30,         September 30,
                                                          2002          2003              2003
                                                     --------------------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>          <C>          <C>
   Net loss                                             $(429,380)   $  (9,140)   $(486,287)

   Adjustments to reconcile net loss to net cash used
     by operating activities:
     Common stock issued for services and fees             96,248         --        126,698

     Contributed services                                     290         --            290
   Changes in operating assets and liabilities:
     Increase (decrease) in accounts payable               22,866       (1,554)      23,312
                                                        ---------    ---------    ---------

       Net Cash Used by Operating Activities             (309,976)     (10,694)    (335,987)
                                                        ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES

   Cash paid for patents                                  (19,162)        --        (19,162)
                                                        ---------    ---------    ---------

       Net Cash Used by Investing Activities              (19,162)        --        (19,162)
                                                        ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

   Increase in accounts payable - related                   9,626       10,694       30,367
   Common stock issued for cash                           400,000          250      405,520
                                                        ---------    ---------    ---------

     Net Cash Provided by Financing Activities            409,626       10,944      435,887
                                                        ---------    ---------    ---------
CHANGE IN CASH                                             80,488          250       80,738

CASH AT BEGINNING OF PERIOD                                   250         --           --
                                                        ---------    ---------    ---------

CASH AT END OF PERIOD                                   $  80,738    $     250    $  80,738
                                                        =========    =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

Cash paid during the year for:
   Interest                                             $    --      $    --      $    --
   Income taxes                                         $    --      $    --      $    --
NON-CASH FINANCING AND INVESTING ACTIVITIES:

   Forgiveness of debt by related party
                                                        $  30,367    $    --      $  30,367
   Common stock issued for mining claims                $    --      $    --      $   7,500
Common stock issued for services and fees               $  96,248    $    --      $ 126,698
</TABLE>
                  The accompanying notes are an integral part
                         of these financial statements.

                                      -20-
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.   Business and Organization

              Nanoscience  Technologies,  Inc.  (The  Company) was  organized on
              September  14, 1987,  under the laws of the State of Idaho,  under
              the name Eagle's Nest Mining Company. As set forth in its Articles
              of  Incorporation,  the  Company  was  created  to  engage  in the
              business  of   acquiring   and   developing   mining   claims  and
              prospecting,  developing,  processing  and  marketing all types of
              mineral  resources.  However,  from the time of its  inception the
              Company  has not  engaged  in any  material  business  operations.
              Pursuant to  Statement of Financial  Accounting  Standards  No. 7,
              "Accounting and Reporting by Development  Stage  Enterprises," the
              Company is classified as a development stage company.

              On July 31, 2001,  the Company formed a corporation in Nevada with
              the intent to move its  domicile  to Nevada.  On November 8, 2001,
              the Company implemented its change of domicile and became a Nevada
              Corporation. As a result, the Idaho corporation was dissolved.

              On October 12, 2001, the Company  elected to change the authorized
              capitalization  from 10,000 shares of no par value common stock to
              100,000,000 shares of $0.001 par value common stock. All share and
              per share  values  within  these  financial  statements  have been
              adjusted to reflect this change.

              On  November 5, 2001,  the  Company  approved a 12.5 for 1 forward
              stock split. All share and per share values within these financial
              statements have been adjusted to reflect this change.

              On May 23,  2002 the  Company  changed  its name from  Eagles Nest
              Mining Company to Nanoscience Technologies, Inc.

              b.   Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company  has  elected a  September  30
              year-end.

              c.   Cash and Cash Equivalents

              For  purposes of  financial  statement  presentation,  the Company
              considers all highly liquid  investments  with a maturity of three
              months or less, from the date of purchase, to be cash equivalents.

              d.   Use of Estimates

              The  preparation  of  financial   statements  in  conformity  with
              accounting  principles  generally accepted in the United States of
              America requires management to make estimates and assumptions that
              affect  the  reported   amounts  of  assets  and  liabilities  and
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the reporting period.  Actual results could differ
              from those estimates.

                                      -21-
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              e.   Revenue Recognition

              The  Company   currently  has  no  source  of  revenues.   Revenue
              recognition  policies will be determined when principal operations
              begin.

              f.  Basic Loss Per Share

              The  Computation  of basic loss per share of common stock is based
              on the weighted  average number of shares  outstanding  during the
              period.
                                                 For the Years Ended
                                                    September 30,
                                           --------------- ------------
                                                2003            2002
                                           ------------    ------------

Loss (numerator)                           $   (429,380)   $     (9,140)
   Shares (denominator)                      17,857,147      17,658,380
                                           ------------    ------------

Per share amount                           $      (0.02)   $      (0.00)
                                           ============    ============

              g.   Income Taxes

              Deferred taxes are provided on a liability method whereby deferred
              tax assets are recognized for deductible temporary differences and
              operating  loss and tax  credit  carryforwards  and  deferred  tax
              liabilities  are  recognized  for taxable  temporary  differences.
              Temporary  differences  are the  differences  between the reported
              amounts of assets and  liabilities  and their tax bases.  Deferred
              tax  assets are  reduced by a  valuation  allowance  when,  in the
              opinion  of  management,  it is more  likely  than not  that  some
              portion or all of the  deferred  tax assets  will to be  realized.
              Deferred tax assets and  liabilities  are adjusted for the effects
              of changes in tax laws and rates on the date of enactment.

              Net  deferred tax assets consist of the following components as of
              September 30, 2003 and 2002:

                                          2003         2002
                                       ---------    ---------
Deferred tax assets:
     NOL Carryover                     $ 617,800    $ 471,300

Deferred tax liabilities                    --           --

Valuation allowance                     (617,800)    (471,300)
                                       ---------    ---------

Net deferred tax asset                 $    --      $    --
                                       =========    =========


                                      -22-
<PAGE>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002


NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              (Continued)

              g. Income Taxes (continued)

              The income  tax  provision  differs  from the amount of income tax
              determined by applying the U.S. federal and state income tax rates
              of 39% to pretax income from  continuing  operations for the years
              ended September 30, 2003 and 2002 due to the following:

                                                      2003         2002
                                                   ---------    ---------

              Book Income                          $(271,200)   $  (3,564)
              Stock for Services/Options Expense     137,740
              Valuation allowance                    133,460        3,564
                                                   ---------    ---------

                                                   $    --      $    --
                                                   =========    =========

              At  September  30,  2003,  the  Company  had  net  operating  loss
              carryforwards  of  approximately  $1,584,000  that  may be  offset
              against  future taxable income from the year 2003 through 2023. No
              tax benefit has been reported in the September 30, 2003  financial
              statements  since  the  potential  tax  benefit  is  offset  by  a
              valuation allowance of the same amount.

              Due to the change in ownership provisions of the Tax Reform Act of
              1986,  net operating  loss carry  forwards for Federal  income tax
              reporting  purposes  are subject to annual  limitations.  Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in future years.

              h.   Patents

              Qualifying  patent costs totaling $19,162 have been capitalized at
              September  30, 2003.  The patents  which have been granted will be
              amortized over a period of 10 years.  Costs associated with patent
              applications  which are  pending  or are being  developed  are not
              being  amortized.   Amortization   expense  for  the  years  ended
              September 30, 2003 and 2002 was $-0- and $-0-.

              The  Company  evaluates  the  recoverability  of  intangibles  and
              reviews the amortization period on a continual basis utilizing the
              guidance of SFAS No. 142, "Goodwill and Other Intangible  Assets."
              Several factors are used to evaluate intangibles,  including,  but
              not limited to,  management's plans for future operations,  recent
              operating results and projected, undiscounted cash flows.


                                      -23-
<PAGE>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002

NOTE 2-       GOING CONCERN

              The Company's  financial  statements are prepared using accounting
              principles  generally  accepted  in the  United  States of America
              applicable to a going concern,  which contemplates the realization
              of assets and  liquidation  of liabilities in the normal course of
              business. The Company has not yet established an ongoing source of
              revenues  sufficient to cover its operating  costs and allow it to
              continue  as  a  going  concern.  Historically,  the  Company  has
              incurred  significant  annual  loses,  which have  resulted  in an
              accumulated  deficit of  $486,287 at  September  30,  2003,  which
              raises  substantial  doubt about the Company's ability to continue
              as a going  concern.  The  ability of the Company to continue as a
              going  concern is  dependent  on the  Company  obtaining  adequate
              capital to fund operating losses until it becomes  profitable.  If
              the  Company  is unable to obtain  adequate  capital,  it could be
              forced to cease operation.  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.

              In order to continue as a going  concern,  the Company  will need,
              among other things,  additional  capital  resources.  Management's
              plans  to  obtain  such  resources  for the  Company  include  (1)
              obtaining  capital from  management and  significant  shareholders
              sufficient to meet its minimal operating expenses, and (2) seeking
              out  and  completing  a  transaction  with an  existing  operating
              company.  However,  management  cannot provide any assurances that
              the Company will be successful in accomplishing any of its plans.

              The  ability of the  Company  to  continue  as a going  concern is
              dependent  upon its ability to  successfully  accomplish the plans
              described in the preceding  paragraph and eventually  secure other
              sources  of  financing  and  attain  profitable  operations.   The
              accompanying  financial  statements do not include any adjustments
              that might be  necessary if the Company is unable to continue as a
              going concern.

NOTE 3-       COMMON STOCK

              On  September  17, 1987,  the Company  issued  3,750,00  shares of
              $0.001 per value common  stock to  directors  of the Company,  for
              services, at $0.008 per share.

              On September 17, 1987,  the Company issued 27,500 shares of $0.001
              par value common stock, for cash, at $0.008 per share.

              On January 12, 1988, the Company issued 6,250 shares of $0.001 par
              value common stock, for cash, at $0.008 per share.

              On October 10,  1997,  the  Company  issued  12,500,000  shares of
              $0.001 par value common  stock to  directors  of the Company,  for
              services, at $0.0004 per share.

              On November  12,  1997,  the Company  issued  1,125,000  shares of
              $0.0001 par value common  stock to  directors of the Company,  for
              services, at $0.0004 per share.

                                      -24-
<PAGE>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002

NOTE 3-       COMMON STOCK (Continued)

              On October 2, 2001,  the Company  issued  250,000 shares of $0.001
              par value common stock for cash at $0.001.

              On October 12, 2001, the Company  elected to change the authorized
              capitalization from 10,000,000 shares of no par value common stock
              to 100,000,000  shares of $0.001 par value common stock. All share
              and per share values within these  financial  statements have been
              adjusted to reflect this change.

              On  November 5, 2001,  the  Company  approved a 12.5 for 1 forward
              stock split. All share and per share values within these financial
              statements have been adjusted to reflect this change.

              On September 18, 2003,  the Company sold  1,222,192  common shares
              for cash at $0.33 per share, or an aggregate of $400,000.

              Additionally,  on September 18, 2003,  the Company  entered into a
              Stock Purchase  Agreement with New York University (NYU) (see Note
              5) whereby it issued  4,812,377  shares of common  stock to NYU as
              partial  consideration  for certain  licensing  rights  related to
              NYU-developed technologies.

NOTE 4-       RELATED PARTY TRANSACTIONS

              On September  17, 1987,  the Company  issued  3,750,000  shares of
              $0.001 par value common  stock to  Directors  of the Company,  for
              services, at $0.0004 per share.

              On October 10,  1997,  the  Company  issued  12,500,000  shares of
              $0.001 par value common  stock to a Director of the  Company,  for
              cash, at $0.0004 per share.

              On November  12,  1997,  the Company  issued  1,125,000  shares of
              $0.001 par value common  stock to  Directors  of the Company,  for
              cash, at $0.0004 per share.

              During the year ended  September 30, 2003, a related party forgave
              certain  Company  debts  totaling  $30,367.  This  amount has been
              recorded as additional paid-in capital in the Company's  financial
              statements.


                                      -25-
<PAGE>
                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2003 and 2002

NOTE 5 -      LICENSING AGREEMENT

              In September 2003, the Company entered into a Research and License
              Agreement with New York University (hereafter "NYU"),  whereby NYU
              granted  to  the  Company  certain  pre-existing   inventions  and
              intellectual  property to be generated  by a  designated  research
              project  being  conducted  by NYU relating to DNA  technology.  As
              consideration for these inventions and technology,  the Company is
              required  to pay NYU a royalty  fee  relating  to sales  generated
              using  technology  developed  by NYU.  Additionally,  the  Company
              agreed  to  provide   funding  for  NYU  totaling   $1,657,690  in
              installments  commencing on September 15, 2003 through May 1, 2007
              as follows:

              September 15, 2003                        $   300,000
              May 1, 2004                                   315,000
              May 1, 2005                                   330,750
              May 1, 2006                                   347,288
              May 1, 2007                                   364,652
                                                        -------------

                       Total                            $ 1,657,690
                                                        ===========

              In  connection  with the  Licensing  Agreement,  the Company  also
              entered  into a  Stock  Purchase  Agreement,  whereby  in  further
              consideration of entering into the License Agreement,  the Company
              issued  4,812,377  shares  of the  Company's  stock to NYU.  These
              shares  were  valued  at $0.02 per  share,  and were  expensed  as
              licensing fees expense.

              As  a  stipulation  of  the  Agreement,  the  Company's  board  of
              directors  authorized  the issuance of 6,416,503  shares of common
              stock to future  investors,  in order to raise  cash to be used as
              funding  payments to NYU.  Should the Company  issue  common stock
              exceeding  the  specified  6,416,503  shares,  the Company will be
              required  to issue  additional  shares to NYU,  such that NYU will
              maintain the same  ownership  percentage as it had at the time the
              6,416,503 shares were issued.

              As an additional  stipulation  of the  Agreement,  the Company was
              required to pay $19,162 in cash to NYU, being 50% of all costs and
              fees  incurred  by NYU in  relation  to patents on its  technology
              covered  in the  Agreement.  This  amount was  capitalized  by the
              Company, and is being amortized over a ten-year period.

NOTE 6- SUBSEQUENT EVENT

              Subsequent to September 30, 2003 certain shareholders entered into
              an agreement with the Company to cancel  12,846,373  shares of the
              Company's  common stock in order to facilitate the consummation of
              the Licensing  Agreement with New York University (see Note 5), as
              amended on November 11, 2003. In connection with this transaction,
              the  Company  will  recognize  an expense  of $0.02 per  cancelled
              share, for an aggregate expense of $256,927,  in the first quarter
              of its 2004 fiscal year.

                                      -26-
<PAGE>

Item  8.      Changes in and  Disagreements  with  Accountants on Accounting and
              Financial Disclosure

         Not applicable.

Item 8A.      Controls and Procedures

         As of the end of the period  covered by this report,  we carried out an
evaluation,  under the  supervision  and with the  participation  of management,
including  our chief  executive  officer  and chief  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and  chief  financial  officer  concluded  that  our  disclosure   controls  and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

                                    PART III

Item 9.       Directors,  Executive  Officers,  Promoters  and Control  Persons;
              Compliance with Section 16(a) of the Exchange Act

         Our executive officers and directors are as follows:

         Name                      Age        Position
         ----------------------------------------------
         Edward F. Cowle            47        President, C.E.O. and Director
         J. Rockwell Smith          66        Director
         Jim Ruzicka                60        Secretary / Treasurer and Director
         Steven F. Kessler          55        Chief Operating Officer
----------------------

         All directors hold office until the next annual meeting of stockholders
and until their  successors  have been duly elected and qualified.  There are no
agreements  with respect to the election of directors.  We have not  compensated
our directors for service on the Board or any committee  thereof,  but directors
are entitled to be reimbursed  for expenses  incurred for attendance at meetings
of the Board and any committee of the Board.  However, due to our lack of funds,
the directors will defer their expenses and any compensation  until such time as
we can consummate a successful  acquisition or merger. As of the date hereof, no
director  has  accrued any  expenses or  compensation.  Officers  are  appointed
annually by the Board of  Directors  and each  executive  officer  serves at the
discretion of the Board. We do not have any standing committees.

         The  following is a summary of the past  involvement  by  management in
other shell or blank check companies.

         No director,  officer, affiliate has, within the past five years, filed
any  bankruptcy  petition,  been convicted in or been the subject of any pending
criminal proceedings,  or is any such person the subject or any order, judgment,
or decree involving the violation of any state or federal securities laws.

         Our  present  directors  have  other  full-time   employment  and  will
routinely  devote  only  such  time to our  business  that is  necessary.  It is
estimated  that each  director  will devote less than ten hours per month to our
activities.

                                      -27-
<PAGE>
         Currently, there is no arrangement,  agreement or understanding between
management   and   non-management   shareholders   under  which   non-management
shareholders  may  directly  or  indirectly  participate  in  or  influence  the
management of our affairs. Present management openly accepts and appreciates any
input or  suggestions  from  shareholders.  However,  the Board of  Directors is
elected by the shareholders  and the  shareholders  have the ultimate say in who
represents them on the Board.  There are no agreements or understandings for any
officer or  director  resign at the  request  of another  person and none of our
current  offers  or  directors  are  acting  on  behalf  of,  or will act at the
direction of any other person.

         The business  experience of each of the persons listed above during the
past five years is set forth below:

         Edward F. Cowle was appointed  President and a director in August 2003.
From 2000 to December 2003, Mr. Cowle served as a director of Laser  Technology,
Inc., a public  company  listed on the American  Stock  Exchange  that  designs,
manufactures and markets of pulse laser measuring  instruments and systems.  Mr.
Cowle has been self  employed in  financial  public  relations  from 1994 to the
present,  assisting  public  companies  with  financial and  investment  banking
activities.  From  1992 to  1994,  Mr.  Cowle  was a  Senior  Vice  President  -
Investments  with Paine Webber in New York City and from 1991 to 1992,  he was a
Registered  Representative  with Bear Stearns & Company,  also in New York City.
Mr. Cowle graduated from Fairleigh Dickinson  University in Madison,  New Jersey
in 1978 with a B.A. Degree in English, American Studies. Mr. Cowle also attended
Vermont Law School in South Royalton, Vermont from 1978 to 1979.

         J. Rockwell Smith has been a director since October 1997.  From 1977 to
1989, he owned and operated Rocky Smith Construction,  a construction company in
Park City, Utah that supervised  construction  projects in the resort community.
Since 1990, Mr. Smith has been semi-retired  while being active with his private
investments  and  working as a  part-time  driver  for Park City  Transportation
Company.  Mr. Smith studied engineering at Seattle University and the University
of Washington.

         Jim Ruzicka has been a director  since October  1997.  From May 2002 to
the present,  he has been a consultant and general  manager of American  Natural
Technoloy  Sciences,  producer of the Mitigator  sting and bite  treatment.  Mr.
Ruzicka  owned  and  operated  from 1980 to 2001,  Budget  Lodging,  a  property
management  company  located in Park City,  Utah. From 1963 to 1980, Mr. Ruzicka
owned and  operated a chain of seven  restaurants  in Chicago,  Illinois.  Also,
since 1978,  he has sold real estate and owned and  managed  several  commercial
buildings  and  apartments.  Mr.  Ruzicka  attended  Aurora  College  in Aurora,
Illinois.

         Steven F. Kessler became our Chief  Operating  Officer in January 2004.
Mr. Kessler is a financial  consultant with over eighteen years of experience in
the  investment  industry.  From 1993 to the  present,  he has  assisted  public
companies as a financial public relations specialist,  during which time he also
assisted in the  implementation of several initial and secondary  financings and
private  placements.  Mr.  Kessler was formerly a registered  representative  at
Interstate Securities, Raymond James & Associates and Cralin and Co. Mr. Kessler
also held positions within the Controllers  Department of Manufacturers  Hanover
Trust  Company and was a staff  accountant  at  Alexander  Grant & Company.  Mr.
Kessler  graduated from Brooklyn  College of the City  University of New York in
1970 with a Bachelors of Science Degree in Accounting.

Item 10. Executive Compensation

         We do not have a bonus, profit sharing,  or deferred  compensation plan
for the benefit of our  employees,  officers or directors.  We have not paid any
salaries or other  compensation to our officers,  directors or employees for the
years ended  September 30, 2003 and 2002.  Further,  we have not entered into an
employment agreement with any officer,  director or any other person and no such

                                      -28-
<PAGE>

agreements are anticipated in the immediate future. We expect that our directors
will defer any compensation until such time as business and financial conditions
warrant. As of the date hereof, no person has accrued any compensation.

         In  November  2003,  by  unanimous  consent of board of  directors,  we
adopted a  resolutions  to  authorize an employee  stock option plan.  Under the
plan, 1,000,000 shares of authorized, but previously unissued common stock, will
be held in  reserve  in order  that may be  issued  pursuant  to the  terms  and
conditions  set forth in the plan.  Precise terms and  conditions  for issuances
under the plan have not yet been finalized.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table provides information,  to the best of our knowledge
as of January 23, 2004, regarding beneficial ownership of our common stock by:

         o    each person  known to us to own  beneficially  more than 5% of our
              common stock;
         o    each of the named executive officers;
         o    each of our directors; and
         o    all executive officers and directors as a group.
<TABLE>
<CAPTION>
         Name and Address                            Amount and Nature of               Percent
         of Beneficial Owner                         Beneficial Ownership               of Class(1)
         ------------------------------------------------------------------------------------------
<S>                                                           <C>                          <C>
         Edward F. Cowle *                                    1,453,000                    13.4 %
           300 Park Avenue, Suite 1712
           New York, NY 10022

         J. Rockwell Smith *                                     26,581                      .2 %
           P.O. Box 3033
           Park City, UT 84060

         Jim Ruzicka *                                           15,000                      .1 %
           P.O. Box 3813
           Park City, UT 84060

         New York University                                  4,812,377                    44.4 %
           Office of Industrial Liaison
           650 First Avenue, 6th Floor
           New York, NY 10016

         Viking Investment Group II, LTD.(2)                  1,067,876                     9.8 %
           630 Third Avenue, 5th Floor
           New York, NY 10017

         H. Deworth Williams                                  1,000,360                     9.2 %
           56 West 400 South, Suite 220
           Salt Lake City, UT 84101

         Defiance Capital, L.L.C.(3)                            740,000                     6.8 %
           1180 Avenue of the Americas, 14th Floor,
           New York, NY 10036

         Defiance Fund Ltd(3)                                   305,548                     2.8 %
           Caracasbaaiweg 199
           P.O. Box 6050 Curacao, Netherlands Antilles

         All directors and executive officers                 1,494,581                    13.7 %
           as a group (4 persons)
</TABLE>
      *   Director and/or executive officer

                                      -29-
<PAGE>

         Note:    Unless  otherwise  indicated in the footnotes  below,  we have
                  been advised that each person above has sole voting power over
                  the shares indicated above.

         (1) Based upon 10,846,946 shares of common stock outstanding on January
         23, 2003.  (2) Viking  Investment  Group II is a private entity and its
         principal is Ian Markofsky.  (3) Defiance Capital, L.L.C. is a New York
         limited liability company and the investment manager of
                  Defiance  Fund,  Ltd.,  a  Cayman  Islands  exempted  company.
                  Francois  Parenteau  is  the  principal  manager,  member  and
                  controlling person of Defiance Capital.


Item 12. Certain Relationships and Related Transactions

         During the past two fiscal years,  except as set forth below there have
been no transactions between us and any officer,  director, nominee for election
as director,  or any  shareholder  owning  greater than five percent (5%) of our
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate family.

         In  October  2003,  our  President,  Edward F.  Cowle,  was one of four
investors that  participated in the private  placement of our common stock.  Mr.
Cowle purchased  305,548 shares for the purchase price of $100,000.  We used the
proceeds from the private placement to make the initial payment to NYU under the
License Agreement and related expenses.

         Our  officers  and  directors  are subject to the doctrine of corporate
opportunities  only insofar as it applies to business  opportunities in which we
have indicated an interest,  either through its proposed business plan or by way
of an express statement of interest  contained in our minutes.  If any directors
is  presented  with a business  opportunity  that may  conflict  with a business
interest  identified by us, such opportunity  must be promptly  disclosed to the
Board of Directors  and made  available to us. In the event the Board rejects an
opportunity  so  presented,  and  only in that  event,  any of our  officers  or
directors may avail themselves of such an opportunity. Every effort will be made
to resolve any conflicts that may arise in favor of our company. There can be no
assurance, however, that these efforts will be successful.

                                      -30-
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

     (a)  Exhibits
         2(1)       Articles of Merger
         3.1(2)     Articles of Incorporation  filed as Exhibit to Form 10-SB
         3.2(2)     By-Laws  filed as  Exhibit to Form  10-SB
         3.3(3)     Nevada  Articles  of Incorporation
         3(ii)(1)   Amendment to Articles of Incorporation (Nevada)
         3(iii)(1)  Amendment  to Articles  of  Incorporation  (Idaho)
         3(iv)(1)   Articles of  Dissolution
         3(v)(1)    Nevada  By-Laws
         4(2)       Specimen  Stock Certificate  filed as Exhibit to Form 10-SB
         10.1(3)    Agreement and Plan of Merger
         10.2(4)    Amended and Restated  Research and License  Agreement
         10.3(4)    Amended  and   Restated   Stock   Purchase   Agreement
         31.1       Certification  of  C.E.O.  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
         32.1       Certification of C.E.O.  Pursuant to 18 U.S.C. Section 1350,
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002
         32.2       Certification of Principal Accounting Officer Pursuant to 18
                    U.S.C.  Section 1350, as Adopted  Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

         (1)   Incorporated  by  reference  to our annual  report on Form 10-KSB
               filed February 13, 2002
         (2)   Incorporated by reference to our  registration  statement on Form
               10-SB, filed May 14, 1999.
         (3)   Incorporate  by reference  to the  attachment  to our  Definitive
               Proxy Statement, filed December 31, 2001.
         (4)   Incorporated by reference to the report filed on Form 8-K Current
               Notice on November 13, 2003


         (b)  Reports on Form 8-K

                  A Form  8-K  Current  Notice  was  filed on  November  13 2003
              reporting under Item 1 the change in control,  and reporting under
              Item 5 the  finalization of the Amended and Restated  Research and
              License  Agreement  with New  York  University  together  with the
              Amended  and  Restated  Stock  Purchase  Agreement,  and  also the
              private placement of 1,222,192 shares of common stock in a private
              placement to four accredited  investors for the aggregate purchase
              price of $400,000.

Item 14. Principal Accountants Fees and Services

         We do not have an audit  committee  and as a result our entire board of
directors performs the duties of an audit committee. Our board of directors will
approve in advance the scope and cost of the engagement of an auditor before the
auditor  renders audit and non-audit  services.  As a result,  we do not rely on
pre-approval policies and procedures.

         Audit Fees

         The  aggregate  fees  billed  by  our  independent   auditors,  H  J  &
Associates,  for  professional  services  rendered  for the audit of our  annual
financial statements included in our Annual Report on Form 10-KSB for the fiscal
years  ended  September  30,  2003 and 2002,  and for the  review  of  quarterly
financial  statements  included in our Quarterly  Reports on Form 10-QSB for the
quarters ending June 30 and March 31, 2003 and December 31, 2002 were $6,750.

                                      -31-
<PAGE>

         Audit Related Fees

         For the fiscal years ended  September 30, 2003 and 2002,  there were no
fees billed for assurance and related  services by H J & Associates  relating to
the performance of the audit of our financial  statements which are not reported
under the caption "Audit Fees" above.

         Tax Fees

         For the fiscal years ended  September 30, 2003 and 2002,  there were no
fees billed by H J & Associates for tax compliance, tax advice and tax planning.

         We do not use H J & Associates for financial  information system design
and  implementation.  These services,  which include designing or implementing a
system that  aggregates  source data  underlying  the  financial  statements  or
generates  information  that is  significant  to our financial  statements,  are
provided  internally  or by  other  service  providers.  We do not  engage H J &
Associates to provide compliance outsourcing services.

         The board of  directors  has  considered  the nature and amount of fees
billed by H J &  Associates  and  believes  that the  provision  of services for
activities  unrelated  to  the  audit  is  compatible  with  maintaining  H  J &
Associates' independence.


                                   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.

                                       Nanoscience Technologies, Inc.

                                       By:  /S/   EDWARD F. COWLE
                                            --------------------------------
                                                  Edward F. Cowle
                                                  President and Director
                                                  (Chief Executive Officer)
Dated:   January 27, 2004


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>

              Signature                                       Title                          Date
              ---------                                       -----                          ----

<S>                                               <C>                                <C>
By:      /S/   EDWARD F. COWLE                    President and Director             January 27, 2004
   ----------------------------------------       (Chief Executive Officer)
         Edward F. Cowle


By:      /S/   JIM RUZICKA                        Secretary/Treasurer and Director   January 27, 2004
   ----------------------------------------       (Principal Accounting Officer)
         Jim Ruzicka
</TABLE>


                                      -32-