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, 2005

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

                        COMMISSION FILE NUMBER 000-26067

                         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.)


            45 ROCKEFELLER PLAZA, SUITE 2000 #43, NEW YORK, NY 10111
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

ISSUER'S TELEPHONE NO.:  (212) 332-3443

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. [ ]

         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.
$1,751,159

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 NOVEMBER 30, 2005
        Common Stock, $.001 par value         11,101,946

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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


<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                                TABLE OF CONTENTS

                                     PART I
<TABLE>
<S>        <C>                                                                    <C>
Item 1.    Description of Business..............................................    3

Item 2.    Description of Property..............................................    9

Item 3.    Legal Proceedings....................................................    9

Item 4.    Submission of Matter to a Vote of Security Holders...................    9

                                  PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.............    9

Item 6.    Management's Discussion and Analysis or Plan of Operation............   11

Item 7.    Financial Statements.................................................   37

Item 8.    Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure..............................................   37

Item 8A.   Controls and Procedures..............................................   37

                                 PART III

Item 9.    Directors, Executive Officers, Promoters and Control persons;
              Compliance with Section 16(a) of the Exchange Act.................   37

Item 10.   Executive Compensation...............................................   39

Item 11.   Security Ownership of Certain Beneficial Owners and Management.......   40

Item 12.   Certain Relationships and Related Transactions.......................   40

Item 13.   Exhibits and Reports on Form 8-K.....................................   41

Item 14.   Principal Accountants Fees and Services..............................   42

           Signatures...........................................................   43
</TABLE>



<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:

    |X|  our ability to search for an appropriate business opportunity and to
         subsequently acquire or merge with such entity;
    |X|  to meet our cash and working capital needs;
    |X|  our ability to maintain our corporate existence as a viable entity; and
    |X|  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. ("NTI") 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 affected 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.

<PAGE>

              Further, on October 17, 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 these 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

              We were formed to commercialize significant nanotechnology
research and intellectual property developed at New York University (NYU). The
technology and its related intellectual property are the result of twenty-three
years of research at NYU by Dr. Nadrian C. Seeman, Ph.D. and his research group.
Dr. Seeman is an internationally recognized scientist and a pioneer in
developments pertaining to DNA nanotechnology. In September 2003, NTI executed
an exclusive worldwide Research and License Agreement with NYU for all of Dr.
Seeman's past, current and future developments pertaining to nanotechnology.

              Nanotechnology is the "cutting edge" of science and technology on
our planet. It is technology at the molecular level. The nano scale is measured
in billionths of a meter, one nanometer being one-billionth of a meter. To
provide a reference for the size of a nanometer, the average human hair measures
between 50,000 to 75,000 nanometers in diameter, and there are approximately
24,500,000 nanometers in an inch.

              Nanotechnology will allow the ability to construct precise
molecular formations by combining individual molecules with other molecules to
make larger and more defined constructs. Applications for nanotechnology are
vast and include huge areas of opportunity in chemicals, physics, engineered
materials, life sciences and a long list of other applications. It is an
enabling technology expected to create in excess of one million jobs and
contribute billions of dollars to the U.S. Economy over the next decade.

              The U.S. National Science Foundation estimates the global market
opportunity for nanotechnology products and service-related industries will be
$25 billion annually by 2006 and $1 trillion annually by 2015.

              We believe that the commercial applications that will result from
the research and development programs at NYU are scientifically significant,
highly extensive and novel. In addition, the technology is well patented.

              NTI has identified a two-phase research and development plan which
is based on:

              o  The research conducted/accomplished to date and planned future
                 research

              o  The need to meet long-term business objectives that will result
                 in viable commercial


<PAGE>

                 product opportunities

      Our commercialization strategy is as follows:

              o  Enter into research collaboration relationships early in the
                 research and development process with market leaders in each
                 industry sector that NTI plans to pursue

              o  Establish relationships with targeted companies that will
                 result in exclusive, or in certain instances, non-exclusive
                 licenses for a DEFINED field of use

              o  Focus on collaboration partners/licensees that have a
                 substantial manufacturing and marketing capability which may
                 result in a more defined product development effort and a
                 shorter time to commercialization

           As NYU continues to enhance the core technology by identifying and
developing new and relevant technologies, NTI will continue to evaluate
technology opportunities licensed from, or developed by, third parties.

           The intellectual property portfolio currently contains five issued
patents and five patent applications. As research and development continues, NYU
and we will aggressively protect new developments and technologies in the U.S.
and in all relevant foreign domains.

           POTENTIAL COMMERCIAL APPLICATIONS

         Nanotechnology is in its commercial infancy; however, there is already
a substantial market in place for nanotechnology products. The earliest
application of nanoscale materials occurred in systems where nanoscale powders
and particles could be used in their free form, without consolidation or
blending. For example, nanoscale titanium dioxide and zinc oxide powders are now
commonly used by cosmetics manufacturers for facial base creams and sunscreen
lotions. Nanoscale iron oxide powder is now being used as a base material for
rouge and lipstick. Paints with reflective properties are also being
manufactured using nanoscale titanium dioxide particles.

             Nanotechnology is also being used in various technology and defense
applications. Nano-structured cemented carbide coatings are used on some U.S.
Navy ships for their increased durability. Nano-structured materials are in wide
use in information technology, integrated into complex products such as the hard
disk drives that store information and the silicon integrated circuit chips that
process information in every Internet server and personal computer. In 2003 IBM
announced the introduction of an atomically thin layer of ruthenium to
substantially increase the information storage density of its products. Greater
storage density translates directly to less expensive storage cost.

             In biomedical areas, structures called liposomes have been
synthesized for improved delivery of therapeutic agents. Liposomes are lipid
spheres about 100 nanometers in diameter. They have been used to encapsulate
anti-cancer drugs for the treatment of Kaposi's Sarcoma. Several companies are
presently using magnetic nanoparticles in the analyses of blood, urine, and
other body fluids to speed up separation and improve selectivity. Other
companies have developed derivatized fluorescent nanospheres and nanoparticles
that form the basis for new detection technologies. These reagent nanoparticles
are used in new devices and systems for infectious and genetic disease analysis
and for drug discovery.

             Many uses of nanoscale particles have appeared in specialty
markets, such as defense applications, and markets for scientific and technical
equipment. Producers of optical materials and electronics substrates such

<PAGE>

as silicon and gallium arsenide have embraced the use of nanosize particles for
chemomechanical polishing of these substrates. Nanosize particles of silicon
carbide, diamond and boron carbide are used as "lapping compounds" to reduce the
waviness of finished surfaces from corner to corner and produce surface finishes
to one and two nanometer smoothness. The ability to produce high-quality
components is significant as electric devices shrink and optical communications
systems become a larger part of the nation's communications network.

              OTHER APPLICATIONS

              As nanoscale science and technology continue to grow, it is
certain that many new materials, properties and applications will be discovered.
Research in areas related to nanofabrication is needed to develop new and
advanced manufacturing techniques. These new techniques would allow the
fabrication of highly integrated two- and three-dimensional devices and
structures to form diverse molecular and nanoscale components. They would allow
many of the new and promising nanostructures, such as carbon nanotubes, organic
molecular electronic components, and quantum dots, to be rapidly assembled into
more complex circuitry to form useful logic and memory devices. Such new devices
would have computational performance characteristics and data storage capacities
many orders of magnitude higher than present devices, and would come in even
smaller packages.

                Nanomaterials and their performance properties will also
continue to improve. Thus, even better and cheaper nanopowders, nanoparticles,
and nanocomposites will be available for more widespread applications. Another
important application for future nanomaterials will be highly selective and
efficient catalysts for chemical and energy conversion processes. This will be
important economically not only for energy and chemical production, but also for
conservation and environmental applications. Thus, nanomaterial-based catalysis
may play an important role in photoconversion devices, fuel cell devices,
bioconversion (energy) and bioprocessing (food and agriculture) systems, and
waste and pollution control systems.

                Nanoscale science and technology could have a continuing impact
on biomedical areas such as therapeutics, diagnostic devices, and biocompatible
materials for implants and prostheses. There will continue to be opportunities
for the use of nanomaterials in drug delivery systems. Combining new nanosensors
with nanoelectronic components could lead to a further reduction in size and
improved performance for many diagnostic devices and systems. Ultimately, it may
be possible to make implantable in vivo diagnostic and monitoring devices that
approach the size of cells. New biocompatible nanomaterials and nanomechanical
components could lead to the creation of new materials and components for
implants, artificial organs, and greatly improved mechanical, visual, auditory,
and other prosthetic devices.

                Exciting predictions aside, these advances will not be realized
without considerable research and development. For example, the present state of
nanodevices and nanotechnology resembles that of semiconductor and electronics
technology in 1947, when the first point contact transistor was realized,
ushering in the INFORMATION AGE, which blossomed in the 1990s. The full power of
the transistor was not fully evident until the invention of the integrated
circuit with reliable processing techniques that produce numerous uniform
devices and connect them across a large wafer, wafer-scale packaging and
interconnection techniques for large-scale integrated circuits. Similarly, it
will require an era of advances in the development of processes to integrate
nanoscale components into devices, both with other nanoscale components and with
microscale and larger components, accompanied by the ability to do so reliably
and cost-effectively.

                Since nanoscale technology spans a much broader range of
scientific disciplines and potential applications than does solid state
electronics, its societal impact may be many times greater than

<PAGE>

that of the Microelectronics and Computing Revolution. Nanotechnology is
definitely a "disruptive technology", that is, a technology that will have a
widespread effect and change many societal norms. It will eventually precipitate
massive shifts in industries and their importance to the world economy.

COMPETITIVE BUSINESS CONDITIONS

              Presently, NTI has no marketable products or licensable
technology. NTI's collaboration with NYU is only in the development stages, and
as such neither entity has developed marketable uses for the Nanotechnology
being researched and developed. Until NTI or NYU has developed marketable
product or licensable technology, it is impossible to determine what competition
exists for those uses and potential products.

DEPENDENCE ON NYU'S RESEARCH

              NTI is dependent upon NYU's successful research and development of
a marketable product or licensable technology. At this time, NTI has no other
technology, products or services from which it can expect to generate revenues.
If NYU does not complete marketable or licensable technology it is unlikely that
NTI will be able to continue as an operating business without altering its
business model and business focus.

GOVERNMENT REGULATION

              Presently, NTI is not subject to government regulations or
consents because it does not have any marketable or licensable technology. There
are no assurances that in the foreseeable future NTI will not be subject to
government regulation or will not have to obtain government consents to conduct
its business and there is no guarantee that NTI will be in compliance with such
regulations at the time they become applicable. The relevant regulations and
necessary consents cannot be discerned until the type of technology developed is
determined.

RESEARCH AND DEVELOPMENT

              NTI has incurred $230,750 and $315,000 in research and development
expenses in 2005 and 2004 respectively.

PATENTS

              Dr. Nadrian C. Seeman, Ph.D. has been granted five U.S. patents
for his work in DNA nanotechnology, with five additional patents applied for and
currently pending. Under the License Agreement with NYU, we have the exclusive
worldwide license to develop commercially and/or license products and/or
processes related to the patents. Dr. 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.

           The Research and License Agreement grants NTI the exclusive worldwide
rights to the following intellectual property:

           ISSUED PATENTS:

               U.S. PATENT 5,278,051: 11 Jan 1994
               CONSTRUCTION OF GEOMETRICAL OBJECTS FROM POLYNUCLEOTIDES (1)

               U.S. PATENT 5,386,020: 31 Jan 1995.
               MULTIPLY CONNECTED, THREE-DIMENSIONAL NUCLEIC ACID STRUCTURES (2)

<PAGE>

               U.S. PATENT 5,468,851: 21 Nov 1995.
               CONSTRUCTION OF GEOMETRICAL OBJECTS FROM POLYNUCLEOTIDES (3)

               U.S. PATENT 6,072,044: 6 June 2000.
               NANOCONSTRUCTIONS OF GEOMETRICAL OBJECTS AND LATTICES FROM
               ANTIPARALLEL NUCLEIC ACID DOUBLE CROSSOVER MOLECULES (4)

               U.S. PATENT 6,255,469: 3 July 2001.
               PERIODIC TWO AND THREE DIMENSIONAL NUCLEIC ACID STRUCTURES (5)

 The SUMMARY subject matter of each is as follows:

(1)    An invention relating to molecular scale mechanical devices

(2)    An invention relating to nanotechnology and to a nucleic acid-based
       nano-robotic system

(3)    An invention relating to ladder copolymers in which one of two backbones
       is formed of a nucleic acid or nucleic acid-like polymer

(4)    An invention relating to polynucleic acid nanostructures and lattices

(5)    An invention relating to molecular scale mechanical devices using other
       molecular structures

           PATENT STRATEGY

           The Research and License Agreement requires that we reimburse NYU for
all patent and prosecution costs. As such, NTI and NYU are in agreement with
respect to the following patent strategy:

      o  Aggressively protect all current and future technological developments
         to ensure strong and broad protection by filing patents and/or
         continuations-in-part as appropriate

      o  Protect technological developments at various levels, in a
         complementary manner, including the base technology, as well as
         specific applications of the technology

      o  Establish comprehensive coverage in the U.S. and in all relevant
         foreign domains in anticipation of future commercialization
         opportunities

           Our patent counsel is Browdy and Neimark, P.L.L.C., a highly regarded
patent law firm with specialized expertise, located in Washington, D.C.

EMPLOYEES

              As of the date hereof, we have two full-time employees and have
plans for retaining employees as our business warrants the expense, or when the
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. We also fulfill several of our management functions
through the use of independent contractors. These functions include legal,
accounting and investor relations. Our full time employees are David Keenan, our
President and Chief Executive Officer, and David Rector, our Chief Operating
Officer.

<PAGE>

              In the next twelve months we plan to fill the following positions
with full time employees:

                 Vice President, Corporate Development and Licensing - Material
                 Sciences
                 Vice President, Corporate Development and Licensing - Life
                 Sciences
                 Director, Technology and Product Development
                 Chief Financial Officer and Controller

FACILITIES

              We currently use as our principal place of business the business
offices of our President and Chief Executive Officer located in New York City.
Although we have no written agreement, we pay rent of $275 per month for the use
of this facility; it is contemplated that at such future time as business
warrants, we will secure commercial office space and we will lease laboratory
facilities. However, we have no current plans to secure such commercial office
or laboratory space.

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, have 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, 2005.

                                     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 affected 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.


<PAGE>

              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.

              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 November 30, 2005 there were approximately 149 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 November 30, 2005 we had 11,101,946 shares of common stock
issued and outstanding. Of the total outstanding shares, 4,271,119 may be sold,
transferred or otherwise traded in the public market without restriction, unless
held by an affiliate or controlling shareholder. Of these 4,271,119 shares, we
have not identified any shares as being held by affiliates. A total of 6,830,827
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


<PAGE>

accredited investor in reliance upon the exemptions from registration provided
by Sections 4(2) and 4(6) of the Securities Act of 1933.

              On October 17, 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 December 15, 2004, we issued 125,000 shares of our common stock
to one person as a loan commitment fee valued at $218,750, or $1.75 per share.
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.

              On January 17, 2005, we issued 130,000 shares of our common stock
to one person for cash consideration of $130,000, or $1.00 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.

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 $1,251,880 for the year
ended September 30, 2005 compared to a loss of $525,112 for the year ended
September 30, 2004. The increase was due to our expanded efforts to license and
develop Nanotechnology. Included in the loss for 2005 and 2004 was $230,750 and
$315,000, respectively, in cash paid to NYU for research and development of
Nanotechnology. The loss for 2005 also includes $218,750 for the value of the
125,000 shares issued to consultants. In 2005 NTI employed full time officers to
manage its operations, to raise operational capital and to interface with NYU.
We paid $152,333 to these employees in 2005 compared to $43,726 in 2005. In
connection with our fund raising activities and securities reporting
requirements we incurred $144,937 in 2005 on legal and accounting fees compared
to $72,146 in 2004. We also expended $468,904 in consulting costs in our fund
raising efforts compared to only $6,875 in 2004. Our interest expense was
approximately $178,303 in 2005 because our funding came primarily from debt as
compared to $7,297 in 2004 when our funding was primarily equity.

LIQUIDITY AND CAPITAL RESOURCES

              We used cash of $937,512 during the year ended September 30, 2005
compared to $518,658 in 2004. We had cash on hand of $44,582 as of September 30,
2005 compared to $11,590 as of September 30, 2004. Our source of cash in 2005
was the issuance of convertible debentures for $1,000,000 of cash. In 2004 we
received loans of $320,060 from shareholders. We repaid $5,000 of those loans in
2005. In 2005, we also paid $19,565 in legal fees to obtain patents on our
technology.

<PAGE>

              Our cash was short of covering our accounts payable and accrued
liabilities by $326,216 at September 30, 2005. We have the obligation to pay
$347,288 to NYU on May 1, 2006. The related party loans of $315,060 are due upon
demand, unless we are able to persuade our creditors to convert the debts to
equity.

              We expect that we will need approximately $1,000,000 to fund our
operations in 2006. 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 2003, 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.
The Company is required to pay NYU a royalty fee relating to sales generated
using technology developed by NYU. The term of the License Agreement is equal to
the life of the longest patent licensed to the Company. There is no provision
for renewal in the License Agreement.

              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 $1,448,000 of net operating loss
carry-forwards as of September 30, 2005, 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 carry-forwards. The
carry-forwards expire in the year 2024. In the event of certain changes in
control, there will be an annual limitation on the amount of net operating loss
carry-forwards which can be used. No tax benefit has been reported in the
financial statements for the year ended September 30, 2005 because there is a
50% or greater chance that the carry-forward will not be used. Accordingly, the
potential tax benefit of the loss carry-forward is offset by a valuation
allowance of the same amount.

NEW ACCOUNTING PRONOUNCEMENTS

Pronouncement not yet adopted:

                  SFAS NO. 123(R) -- In December 2004, the FASB issued SFAS No.
123 (Revised 2004) (SFAS 123 (R)) "Share-based payment". SFAS 123 (R) will
require compensation costs related to share-based payment transactions to be
recognized in the financial statements. With limited exceptions, the amount of
compensation cost will be measured based on the grant-date fair value of the
equity or liability instruments issued. In addition, liability awards will be
re-measured each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award. FASB 123 (R)
replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB
option No. 25, Accounting for Stock Issued to Employees. This guidance is
effective as of the first interim or annual reporting period after December 15,
2005 for Small Business filers.

<PAGE>


Adopted Pronouncements:

              SFAS NO. 150 -- In May 2003, the FASB issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity" which is effective for financial instruments entered
into or modified after May 31, 2003, and is otherwise effective at the beginning
of the first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an obligation of the
issuer. The adoption of SFAS No. 150 did not have a material effect on the
financial statements of the Company.

              SFAS NO. 151 -- In November 2004, the FASB issued SFAS No. 151
(SFAS 151), "Inventory Costs". SFAS 151 amends ARB No. 43, Chapter 4. This
statement clarifies the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS 151 is
the result of a broader effort by the FASB and the IASB to improve financial
reporting by eliminating certain narrow differences between their existing
accounting standards. This statement is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 will
not have a material impact on the results of operations or financial position of
the company as it does not have inventory.

              SFAS NO. 153 -- In December 2004, the FASB issued SFAS No. 153
(SFAS 153) "Exchange of Non-monetary assets". This statement was a result of a
joint effort by the FASB and the IASB to improve financial reporting by
eliminating certain narrow differences between their existing accounting
standards. One such difference was the exception from fair value measurement in
APB Opinion No. 29, Accounting for Non-Monetary Transactions, for non-monetary
exchanges of similar productive assets. SFAS 153 replaces this exception with a
general exception from fair value measurement for exchanges of non-monetary
assets that do not have commercial substance. A non-monetary exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. This statement is effective
for non-monetary assets exchanges occurring in fiscal periods beginning after
June 15, 2005. The adoption of SFAS 153 will not have a material effect on the
Company's financial position or results of operations.

ITEM 7.       FINANCIAL STATEMENTS

              Our financial statements, as of and for the fiscal year ended
September 30, 2005, have been examined to the extent indicated in its report by
Goldstein Golub Kessler LLP, independent certified accountants, and have been
prepared in accordance with generally accepted accounted principles and pursuant
to Regulation S-B promulgated by the SEC. Our financial statements, as of and
for the fiscal year ended September 30, 2004, have been examined to the extent
indicated in its report by H J & Associates, LLC, independent certified
accountants, 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.



<PAGE>







                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2005













<PAGE>










                                 C O N T E N T S

Reports of Independent Registered Public Accounting Firms.................... 16

Balance Sheet................................................................ 18

Statements of Operations .................................................... 19

Statements of Stockholders' Equity  ......................................... 20

Statements of Cash Flows .................................................... 23

Notes to the Financial Statements ............................................25


















<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

To The Board of Directors
Nanoscience Technologies, Inc.

We have audited the accompanying balance sheet of Nanoscience Technologies, Inc.
(a  development  stage  company),  as of  September  30,  2005,  and the related
statements of operations,  stockholders' (deficiency) equity, and cash flows for
the year then ended and the  amounts  included in the  cumulative  column in the
statements of operations,  stockholders'  (deficiency) equity and cash flows for
the period from October 1, 2004 through  September  30,  2005.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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  audit  provides  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, 2005 and the results of their
operations and their cash flows for the year then ended and the amounts included
in  the  cumulative  column  in  the  statements  of  operations,  stockholders'
(deficiency)  equity and cash flows for the period from  October 1, 2004 through
September  30,  2005  in  conformity  with  United  States  generally   accepted
accounting principles.

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,  a working  capital  deficiency  and a
stockholders'  deficiency  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.



Goldstein Golub Kessler LLP
New York, New York
December 13, 2005




<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

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

We have audited the accompanying statements of operations, stockholders' equity,
and cash flows Nanoscience Technologies,  Inc. (a development stage company) for
the year ended September 30, 2004 and from inception of the development stage on
September 14, 1987 through  September 30, 2004.  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 results of operations and cash flows of Nanoscience
Technologies,  Inc. (a development  stage company) for the year ended  September
30, 2004 and from  inception  of the  development  stage on  September  14, 1987
through  September 30, 2004 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.


HJ & Associates, LLC
Salt Lake City, Utah
January 10, 2005





<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS
                                     ------
                                                                  September 30,
                                                                      2005
                                                                  -------------

CURRENT ASSETS

   Cash                                                           $      44,582
   Prepaid expenses                                                      30,438
                                                                  -------------

   Total Current Assets                                                  75,020
                                                                  -------------

PROPERTY AND EQUIPMENT, net                                               4,356
                                                                  -------------

OTHER ASSETS

   Lease deposit                                                            550
   Patents, net                                                          34,406
                                                                  -------------

   Total Other Assets                                                    34,956
                                                                  -------------

   TOTAL ASSETS                                                   $     114,332
                                                                  =============

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES

   Accounts payable and accrued expenses                          $      34,307
   Accrued interest                                                      21,431
   Notes payable-related parties                                        315,060
                                                                  -------------

     Total Current Liabilities                                          370,798
                                                                  -------------

Convertible debentures                                                1,009,347
                                                                  -------------

     Total Liabilities                                                1,380,145
                                                                  -------------

COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIENCY)

   Common stock: $0.001; authorized 100,000,000
    shares; 11,101,946 shares issued and outstanding                     11,102
   Additional paid-in capital                                         1,237,964
   Preproduction costs                                                  (66,000)
   Deficit accumulated during the development stage                  (2,448,879)
                                                                  -------------

     Total Stockholders' Equity (Deficiency)                         (1,265,813)
                                                                  -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)      $     114,332
                                                                  =============


   The accompanying notes are an integral part of these financial statements.
                                       18
<PAGE>



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

 <TABLE>
<CAPTION>
                                                                               From
                                                                         Inception of the
                                                                            Development
                                                                             Stage on
                                              For the Years Ended          September 14,
                                                September 30,              1987 Through
                                      --------------------------------     September 30,
                                          2005               2004              2005
                                      ------------       -------------    --------------
<S>                                   <C>           <C>                   <C>
REVENUES                              $          -  $                -    $            -

OPERATING EXPENSES

   General and administrative            1,021,130             210,112         1,319,531
   Research and development                230,750             315,000           845,750
   Licensing fees                                -                   -            96,248
                                      ------------       -------------    --------------

     TOTAL OPERATING EXPENSES            1,251,880             525,112         2,261,529
                                      ------------       -------------    --------------

LOSS FROM OPERATIONS                     1,251,880             525,112         2,261,529

OTHER INCOME (EXPENSES)

   Other income                             28,371                   -            28,371
   Interest expense                       (206,674)             (7,297)         (215,721)
                                      ------------       -------------    --------------

     TOTAL OTHER INCOME (EXPENSES)        (178,303)             (7,297)         (187,350)
                                      ------------       -------------    --------------

NET LOSS                              $ (1,430,183) $         (532,409)   $   (2,448,879)
                                      ============       =============    ==============

BASIC AND DILUTED LOSS
 PER COMMON SHARE                     $      (0.13) $            (0.05)
                                      ============       =============

BASIC AND DILUTED WEIGHTED AVERAGE
  NUMBER OF SHARES OUTSTANDING          11,011,823          11,198,901
                                      ============       =============
</TABLE>







   The accompanying notes are an integral part of these financial statements.
                                       19

<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                         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                                      -               -               -          (37,470)
                                      ------------    ------------    ------------     ------------

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)

Net loss for the year ended
   September 30, 2001                            -               -            -              (7,097)
                                      ------------    ------------    ------------     ------------

Balance, September 30, 2001              17,408,750   $     17,409    $     18,311      $    (47,767)
                                      ------------    ------------    ------------     ------------
</TABLE>



(Continued)


  The accompanying notes are an integral part of these financial statements.
                                       20
<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                         Common Stock          Additional        Stock       During the
                                  -------------------------      Paid-in     Subscriptions   Development
                                    Shares        Amount         Capital       Receivable       Stage
                                  ----------    -----------    -----------    -----------   -------------
<S>                               <C>           <C>            <C>            <C>           <C>
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)

Common stock cancelled on
  October 10, 2003               (12,846,373)       (12,846)        12,846              -              -

Common stock warrants
 Granted for services                    -              -            6,875              -              -

Net loss for the year ended
 September 30, 2004                      -              -              -                -       (532,409)
                                  ----------    -----------    -----------    -----------   ------------

Balance, September 30, 2004       10,846,946    $    10,847    $   558,903    $         -   $ (1,018,696)
                                  ----------    -----------    -----------    -----------   ------------
</TABLE>







(Continued)



  The accompanying notes are an integral part of these financial statements.
                                       21
<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                           Common Stock          Additional        Stock         During the
                                   --------------------------      Paid-in     Subscriptions     Development
                                      Shares        Amount         Capital       Receivable         Stage
                                   -----------  -------------    -----------   --------------    ------------
<S>                               <C>           <C>              <C>           <C>               <C>
Balance, September 30, 2004         10,846,946   $     10,847    $   558,903   $           -     $(1,018,696)

Common stock issued for
 stock subscriptions  at
   $1.00 per share                     130,000            130        129,870               -               -

Common stock issued as a
   loan commitment fee at
   $1.75 per share                     125,000            125        218,625               -               -

Preproduction costs contributed by
  shareholders                               -              -        110,000        (110,000)             -

Completed preproduction work                 -              -              -          44,000              -

Accrued interest
  contributed by shareholders                -              -         38,530               -               -

Termination of derivative
  feature of debentures                      -              -        113,481               -               -

Common stock warrants issued
  for services                               -              -         68,555               -               -

Net loss for the year ended
 September 30, 2005                          -              -              -               -      (1,430,183)
                                   -----------  -------------    -----------   -------------     -----------

Balance, September 30, 2005         11,101,946  $    11,102      $ 1,237,964   $     (66,000)    $(2,448,879)
                                   ===========  =============    ===========   =============     ===========
</TABLE>










  The accompanying notes are an integral part of these financial statements.
                                       22
<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                             From
                                                                                          Inception
                                                                                            of the
                                                                                         Development
                                                                                           Stage on
                                                               For the Years Ended       September 14,
                                                                  September 30,          1987 Through
                                                          ----------------------------   September 30,
                                                              2005            2004           2005
                                                          -------------    -----------   ------------
<S>                                                       <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                               $  (1,430,183)   $  (532,409)  $ (2,448,879)
   Adjustments to reconcile net loss to net cash used
     by operating activities:
     Accrued interest contributed by shareholders                38,530              -         38,530
     Common stock issued for services and fees                  218,750              -        345,448
     Common stock warrants granted for services                  68,555          6,875         75,430
     Depreciation and amortization expense                        2,980          1,916          4,896
     Amortization of marketing expense                           44,000              -         44,000
     Contributed services                                             -              -            290
     Amortization of discount on debt                           113,481              -        113,481
   Changes in operating assets and liabilities:
     (Increase ) Decrease in prepaid expenses                   (27,438)        (3,000)       (30,438)
     Increase Decrease) in accounts payable and
      accrued expenses                                           33,813          7,960         65,085
                                                          -------------    -----------   ------------

       Net Cash Used in Operating Activities                   (937,512)      (518,658)    (1,792,157)
                                                          -------------    -----------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchases of property and equipment                           (4,931)             -         (4,931)
   Lease deposits                                                     -           (550)          (550)
   Patent costs                                                 (19,565)             -        (38,727)
                                                          -------------    -----------   ------------

       Net Cash Used in Investing Activities                    (24,496)          (550)       (44,208)
                                                          -------------    -----------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from of notes payable-related parties                     -        320,060        350,427
   Proceeds from convertible debentures payable               1,000,000              -      1,000,000
   Proceeds from stock subscriptions payable                          -        130,000        130,000
   Repayment of notes payable-related parties                    (5,000)             -         (5,000)
   Common stock issued for cash                                       -              -        405,520
                                                          -------------    -----------   ------------

     Net Cash Provided by Financing Activities                  995,000        450,060      1,880,947
                                                          -------------    -----------   ------------

NET INCREASE (DECREASE) IN CASH                                  32,992        (69,148)        44,582

CASH AT BEGINNING OF PERIOD                                      11,590         80,738              -
                                                          -------------    -----------   ------------

CASH AT END OF PERIOD                                     $      44,582    $    11,590   $     44,582
                                                          =============    ===========   ============
</TABLE>





  The accompanying notes are an integral part of these financial statements.
                                       23

<PAGE>


                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
                                                                                                From
                                                                                             Inception
                                                                                               of the
                                                                                            Development
                                                                                              Stage on
                                                                  For the Years Ended       September 14,
                                                                     September 30,          1987 Through
                                                             ----------------------------   September 30,
                                                                 2005            2004           2005
                                                             -------------    -----------   ------------
<S>                                                          <C>              <C>           <C>

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
   Common stock warrants granted for services                 $     68,555    $     6,875   $     75,430
   Common stock issued for services and fees                  $    218,750    $         -   $    345,448
   Accrued interest converted to debt                         $      9,347    $         -   $      9,347
   Production costs contributed by shareholders               $    110,000    $         -   $    110,000
   Issuance of common stock for stock subscription payable    $    130,000    $         -   $    130,000
   Termination of derivative feature of debentures            $    113,418    $         -   $    113,481
</TABLE>







  The accompanying notes are an integral part of these financial statements.
                                       24
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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. 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.

         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.



                                       25
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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

         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.

         e.  Revenue Recognition

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

         f.  Basic and Diluted Loss Per Common Share

         The Computation of basic loss per share of common stock is based on the
         weighted average number of shares outstanding during the period. Common
         stock  equivalents  if any are not  included  in the  weighted  average
         shares outstanding because they would be anti-dilutive.

         g.  Research and Development

         The  Company   follows  the  policy  of  expensing   its  research  and
         development costs in the period in which they are incurred.

         h.  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.





                                       26
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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

         h.  Income Taxes (continued)

         Net  deferred  tax assets  consist of the  following  components  as of
         September 30, 2005 and 2004:
<TABLE>
<CAPTION>
                                                            2005               2004
                                                       --------------     --------------
<S>                                                    <C>                <C>
             Deferred tax assets:
                 NOL Carryover                         $      545,387     $      216,800
                 Accrued Expenses                             140,417            125,390
             Deferred tax liabilities:                              -                  -

             Valuation allowance                             (685,804)          (342,190)
                                                       --------------     --------------

             Net deferred tax asset                    $            -     $            -
                                                       ==============     ==============
</TABLE>


         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, 2005 and 2004 due to the following:
<TABLE>
<CAPTION>
                                                            2005               2004
                                                       --------------     --------------
<S>                                                    <C>                <C>
             Book Income                               $     (557,771)    $     (207,640)
             Stock, Discount and Warrants Expense             204,463              2,650
             Other                                             24,721              3,000
             Valuation allowance                              328,587            201,990
                                                       --------------     --------------

                                                       $              -   $            -
                                                       ================   ==============
</TABLE>
         At September 30, 2005, the Company had net operating loss carryforwards
         of  approximately  $1,448,000 that may be offset against future taxable
         income  from  the year  2003  through  2025.  No tax  benefit  has been
         reported in the  September  30,  2005  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.

                                       27
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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

         i.  Patents

         Qualifying  patent  costs  totaling  $38,728 have been  capitalized  at
         September  30,  2005.  The  patents  which have been  granted are being
         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, 2005
         and 2004 was $2,405 and $1,916, respectively.

         Future Amortization of Patent Costs is as follows:

         2006     $3,873
         2007     $3,873
         2008     $3,873
         2009     $3,873
         2010     $3,873

         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.

         j.  Fixed Assets

         The Company's  fixed assets are comprised of computer  equipment with a
         cost of $4,931.  The equipment is depreciated over its estimated useful
         life of 5 years under the straight-line  method.  Depreciation  expense
         for the  years  ended  September  30,  2005 and 2004 was $575 and $-0-,
         respectively.

k.       Recent Accounting Pronouncements

         During the year ended  September  30,  2005,  the  Company  adopted the
         following accounting pronouncements:

         SFAS NO. 150 -- In May 2003, the FASB issued SFAS No. 150,  "Accounting
         for  Certain  Financial   Instruments  with   Characteristics  of  both
         Liabilities  and Equity" which is effective  for financial  instruments
         entered into or modified after May 31, 2003, and is otherwise effective
         at the beginning of the first interim period  beginning  after June 15,
         2003. This Statement establishes standards for how an issuer classifies
         and measures in its statement of financial  position certain  financial
         instruments with  characteristics  of both  liabilities and equity.  It
         requires that an issuer classify a financial  instrument that is within
         its scope as a liability  (or an asset in some  circumstances)  because
         that  financial  instrument  embodies an obligation of the issuer.  The
         adoption  of SFAS  No.  150  did  not  have a  material  effect  on the
         financial statements of the Company.



                                       28
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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

         k. Recent Accounting Pronouncements (Continued)

         SFAS NO. 151 -- In  November  2004,  the FASB issued SFAS No. 151 (SFAS
         151),  "Inventory  Costs".  SFAS 151 amends ARB No. 43, Chapter 4. This
         statement  clarifies  the  accounting  for  abnormal  amounts  of  idle
         facility  expense,   freight,   handling  costs,  and  wasted  material
         (spoilage).  SFAS 151 is the result of a broader effort by the FASB and
         the IASB to improve financial  reporting by eliminating  certain narrow
         differences between their existing accounting standards. This statement
         is effective for inventory costs incurred during fiscal years beginning
         after June 15, 2005.  The adoption of SFAS 151 will not have a material
         impact on the  results  of  operations  or  financial  position  of the
         company as it does not have inventory.

         SFAS NO. 153 -- In  December  2004,  the FASB issued SFAS No. 153 (SFAS
         153) "Exchange of Non-monetary  assets". This statement was a result of
         a joint effort by the FASB and the IASB to improve financial  reporting
         by  eliminating  certain  narrow  differences  between  their  existing
         accounting  standards.  One such difference was the exception from fair
         value  measurement in APB Opinion No. 29,  Accounting for  Non-Monetary
         Transactions,  for non-monetary exchanges of similar productive assets.
         SFAS 153 replaces this  exception  with a general  exception  from fair
         value measurement for exchanges of non-monetary assets that do not have
         commercial substance.  A non-monetary exchange has commercial substance
         if the  future  cash  flows  of  the  entity  are  expected  to  change
         significantly as a result of the exchange.  This statement is effective
         for non-monetary assets exchanges occurring in fiscal periods beginning
         after June 15, 2005.  The adoption of SFAS 153 will not have a material
         effect on the Company's financial position or results of operations.

         The following accounting  pronouncement has not yet been adopted by the
         Company:

         SFAS NO.  123(R) -- In  December  2004,  the FASB  issued  SFAS No. 123
         (Revised 2004) (SFAS 123 (R)) "Share-based payment".  SFAS 123 (R) will
         require  compensation costs related to share-based payment transactions
         to be recognized in the financial statements.  With limited exceptions,
         the  amount  of  compensation  cost  will  be  measured  based  on  the
         grant-date fair value of the equity or liability instruments issued. In
         addition,  liability awards will be re-measured each reporting  period.
         Compensation  cost will be recognized  over the period that an employee
         provides service in exchange for the award.  FASB 123 (R) replaces FASB
         123, Accounting for Stock-Based  Compensation and supersedes APB option
         No. 25,  Accounting  for Stock Issued to  Employees.  This  guidance is
         effective  as of the first  interim or annual  reporting  period  after
         December 15, 2005 for Small Business filers.

         l.  Reclassifications

         Certain amounts in the 2004 financial statements have been reclassified
         to conform to the presentation in 2005 financial statements.



                                       29
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

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

         m.  Advertising

         The Company expenses  advertising costs in the period in which they are
         incurred.  Advertising  expense  was  $44,000 and $-0- for the 2005 and
         2004, respectively.

NOTE 2 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  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  losses,  which have  resulted in an
         accumulated  deficit of  $2,448,879  at  September  30, 2005, a working
         capital   deficiency  and  a  stockholders'   deficiency  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.

         Management's  plans to obtain such  resources  for the Company  include
         obtaining  capital in the form of loans from  significant  shareholders
         sufficient to meet its minimal operating expenses  and from the sale of
         shares of its common  stock.  However,  management  cannot  provide any
         assurances that the Company will be successful in accomplishing  any of
         its plans.

NOTE 3-  COMMON STOCK

         On September 17, 1987,  the Company issued  3,750,000  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.

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


                                       30
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

NOTE 3 - COMMON STOCK (Continued)

         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.

         On October 10, 2003,  the Company  cancelled an aggregate of 12,846,373
         shares of its previously issued common stock,  pursuant to the terms of
         the Stock Purchase Agreement with NYU.

         In  June  2004,  the  Company  received   $130,000  from  an  unrelated
         individual as payment for 86,667  shares of the Company's  common stock
         (at $1.50 per  share).  However,  before the shares  could be  properly
         issued, the Company began drafting a Private Placement Memorandum ("the
         PPM"),  under which the Company  would issue  shares of common stock to
         various investors at $1.00 per share.  Therefore,  management deemed it
         most  appropriate  to issue shares to this investor  under the terms of
         the PPM, at $1.00 per share,  rather than according to the terms of the
         original  subscription  agreement,  which  was at $1.50 per  share.  In
         January 2005,  the Company issued 130,000 shares of its common stock in
         satisfaction of the  subscription  payable.  The Company issued 130,000
         stock purchase warrants in connection with the funding which allows the
         holder to  purchase an  additional  130,000  shares of common  stock at
         $1.50 per share.

         In April 2004, the Company entered into an Investment Banking Agreement
         "the Agreement") with Divine Capital Markets  ("Divine") whereby Divine
         contracted to perform certain "financial  advisory services" for a term
         of one year. In exchange for these services,  the Company contracted to
         grant to Divine a total of 250,000  common stock  warrants  exercisable
         for five years with a strike price of $6.88 per share.  Pursuant to the
         Agreement, the first 125,000 warrants were considered fully vested upon
         consummation of the Agreement.  The remaining  125,000 warrants were to
         have been  considered  fully vested upon the closing of  $1,000,000  in
         future financing  within the scope of the Agreement.  Subsequent to the
         consummation of the Agreement as a commitment fee, Divine was unable to
         secure  financing for the Company,  and the non- vested  125,000 common
         stock  warrants were  cancelled.  The Company  recognized an expense of
         $6,875 relating to the 125,000 common stock warrants granted to Divine.

         On December 13, 2004,  the Company  issued 125,000 shares of its common
         stock as a one time loan  commitment fee under the financing  agreement
         described in Note 7.


                                       31
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

NOTE 4 - RELATED PARTY TRANSACTIONS

         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.

         As required under the terms of the Stock  Purchase  Agreement with NYU,
         during the year ended September 30, 2004 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
         recognized  an expense of $0.02 per cancelled  share,  for an aggregate
         expense of $256,927, during the first quarter of its 2004 fiscal year.

         During the year ended  September  30,  2004,  related  parties lent the
         Company $320,060.  The loans are non interest bearing,  due upon demand
         and unsecured. The Company has imputed interest on the loans at 10% per
         annum.  This  interest was recorded as  contribution  to capital by the
         shareholders. $5,000 of the related party notes was repaid in 2005.

         During the year ended  September  30,  2005,  shareholders  contributed
         shares of their own common stock to pay for  preproduction  advertising
         costs. The shares were valued at $110,000 when they were transferred to
         pay the costs.  As of September 30, 2005 the $44,000 of the advertising
         costs were completed and expensed.

NOTE 5 - LICENSING AGREEMENT

         In  September  2003,  the Company  entered  into a Research and License
         Agreement (as subsequently  amended,  the "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. The term of the
         License  Agreement is equal to the life of the longest patent  licensed
         to the  Company.  There is no  provision  for  renewal  in the  License
         Agreement.  As part of the License Agreement, to reduce the dilution to
         NYU,  certain  shareholders  returned to the  Company for  cancellation
         12,846,873 of its common  stock.  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
                                             =============


                                       32
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

NOTE 5 - LICENSING AGREEMENT (Continued)

         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 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.

         The Company paid  $230,750 to NYU in 2005 for the May 1, 2005  research
         and  development  fee. NYU has extended the due date for the payment of
         $100,000 of the May 1, 2005 fee until November 1, 2005.

NOTE 6 - COMMON STOCK WARRANTS

         Under FASB Statement 148, the Company  estimates the fair value of each
         stock award at the grant date by using the Black-Scholes option pricing
         model with the following weighted average  assumptions used for grants,
         respectively;  dividend  yield of zero percent for all years;  expected
         volatility of 234.15% and 0.00%;  risk-free interest rates of 2.14, and
         2.77  percent and  expected  lives of 5.0 and 0.0,  for the years ended
         September 30, 2005 and 2004, respectively.

         On July 22, 2005 the  Company  issued  100,000  common  stock  purchase
         warrants  to the  former CEO and  President  each  exercisable  for the
         purchase  of one share of common  stock at $1.00 per share for a period
         of five years from issuance. The Company recorded an expense of $68,555
         for the warrants granted in 2005.
<TABLE>
<CAPTION>
                                                           Weighted     Weighted
                                                            Average      Average
                                              Warrants     Exercise     Grant Date
                                            Outstanding      Price        Value
                                            -----------     -------      -------
<S>                                            <C>             <C>          <C>
         Outstanding, October 1, 2004               -       $  0.00      $  0.00
         Granted                               230,000         1.28         1.28
         Exercised                                   -         0.00         0.00
                                             ---------      -------      -------

         Outstanding, September 30, 2005       230,000      $  1.28      $  1.28
                                             =========      =======      =======

         Exercisable,  September 30, 2005      230,000      $  1.28      $  1.28
                                             =========      =======      =======
</TABLE>








                                       33
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

NOTE 7 - CONVERTIBLE DEBENTURES

         On December 13, 2004,  the Company  entered into a Securities  Purchase
         Agreement with Highgate House, LP and Montgomery  Equity Partners,  LP,
         each a Delaware  limited  partnership.  Pursuant to the Agreement,  the
         Company issued  $500,000 in convertible  debentures  dated December 13,
         2004.  The  debentures  were  convertible  into shares of the Company's
         common  stock  at the  holder's  option  any time up to  maturity  at a
         conversion  price  equal to the  lower of (i) 120% of the  closing  bid
         price of the common stock on the date of the  debentures or (ii) 80% of
         the lowest  closing bid price of the common  stock for the five trading
         days  immediately  preceding the conversion  date. The debentures  were
         secured by the assets of the Company.  The  debentures had a three-year
         term and accrued interest at 5% per year. At maturity,  the outstanding
         principal and accrued and unpaid  interest under the debentures are, at
         the  Company's  option,  to be either  repaid by the Company in cash or
         converted  into  shares of  common  stock.  In  addition,  the  related
         Securities  Purchase  Agreement  requires  the Company to register  the
         underlying  shares of common stock with the US Securities  and Exchange
         Commission.

         On April 28, 2005, this $500,000 of convertible  debentures  along with
         $9,247 of accrued  interest  were  exchanged  for  amended  convertible
         debentures  having a fixed conversion price of $1.20 at a time when the
         market  value of the  Company's  common  stock  was  $1.15 per share of
         common stock.  Accordingly,  there was no beneficial  conversion amount
         related to these amended  convertible  debentures.  All other terms and
         conditions of the amended convertible debentures remained substantially
         the same as the original  convertible  debentures  with the  three-year
         term recommencing on April 28, 2005.

         Also on April 28, 2005, and in accordance  with terms of the Securities
         Purchase  Agreement,  the  Company  issued an  additional  $500,000  of
         convertible  debentures  based on the terms of the amended  convertible
         debentures.

         The  Company  recorded a  liability  of  $141,852  for the value of the
         embedded derivative related to the conversion option of the convertible
         debenture.  The Company recomputed the value of the embedded derivative
         quarterly  and  recorded  the  decrease in the value as other income of
         $28,371.  Upon the refinancing of the $500,000  convertible  debenture,
         the Company recorded  contributed capital of $113,481 for the remaining
         balance  of  the  embedded  derivative  liability  for  the  conversion
         feature.  The newly issued  debenture  included the interest accrued on
         the prior debenture.  A total liability of $1,009,347 has been recorded
         as of April 28, 2005.

         In the fourth quarter of 2005, the Company determined that the embedded
         derivative related to the conversion feature should be recorded,  after
         it had already filed its three form 10Q's.  The  following  table shows
         the  adjustment to Net Loss that would have been recorded had the prior
         periods been properly stated.

                                      December 31,     March 31,       June 30,
                                         2004            2005           2005
            Net Loss as Reported      $  448,304      $  150,391     $  398,492
            Derivative Feature
              Expense                      2,332          11,821        127,699
              (Income)                         -         (14,186)       (14,185)

            Net Loss as Adjusted      $ 450,636       $  148,026     $  512,006





                                       34
<PAGE>

                         NANOSCIENCE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           September 30, 2005 and 2004

NOTE 8 - SUBSEQUENT EVENTS

     2005 STOCK OPTION PLAN

         The Company has made available an aggregate of 1,100,000  shares of its
         common stock for issuance  upon the exercise of options  granted  under
         the 2005 Stock Option Plan.  The purchase  price per Share  deliverable
         upon the exercise of each option shall be 100% of the Fair Market Value
         per Share on the date the option is granted. For purposes of this Plan,
         Fair Market  Value shall be the closing  sales price as reported on the
         Nasdaq  National  Market or such other  national  securities  exchange,
         inter-dealer  quotation system or electronic bulletin board or over the
         counter  market as the  Company's  Common Stock shall then be traded on
         the date in  question,  or, if the Shares shall not have traded on such
         date,  the closing sales price on the first date prior thereto on which
         the Shares were so traded.

         Options  may be  exercised  only upon  payment  of the  purchase  price
         thereof  in  full.  Such  payment  shall  be made in  cash  or,  unless
         otherwise  determined by the Board, in Shares,  which shall have a Fair
         Market Value  (determined in accordance with the rules of paragraph (i)
         above) at least  equal to the  aggregate  exercise  price of the Shares
         being purchased, or a combination of cash and Shares.

     2005 STOCK OPTION PLAN FOR INDEPENDENT AND NON-EMPLOYEE DIRECTORS

         The Company has made  available an  aggregate of 500,000  shares of its
         common stock for issuance  upon the exercise of options  granted  under
         the 2005 Stock Option Plan for Independent and Non-Employee  Directors.
         The  purchase  price per Share  deliverable  upon the  exercise of each
         option shall be 100% of the Fair Market Value per Share on the date the
         option is granted.  For purposes of this Plan,  Fair Market Value shall
         be the closing sales price as reported on the Nasdaq National Market or
         such other national securities exchange,  inter-dealer quotation system
         or  electronic  bulletin  board  or  over  the  counter  market  as the
         Company's  Common  Stock shall then be traded on the date in  question,
         or, if the Shares shall not have traded on such date, the closing sales
         price on the first  date  prior  thereto  on which the  Shares  were so
         traded.

         Options  may be  exercised  only upon  payment  of the  purchase  price
         thereof  in  full.  Such  payment  shall  be made in  cash  or,  unless
         otherwise  determined by the Board, in Shares,  which shall have a Fair
         Market Value  (determined in accordance with the rules of paragraph (i)
         above) at least  equal to the  aggregate  exercise  price of the Shares
         being purchased, or a combination of cash and Shares.

         The creation of the 2005 Stock  Option Plans is subject to  shareholder
         approval.






                                       35
<PAGE>

NOTE 8 -  SUBSEQUENT EVENTS (Continued)

CONVERTIBLE DEBENTURES

         On December 14, 2005 the Company  entered  into a  Securities  Purchase
         Agreement.  Under  the terms of the  Agreement  replaced  the  existing
         Convertible  Debentures  and  accrued  interest  of $41,012  with a new
         convertible debenture. The Company also received $320,000 in additional
         funding  and  is  to  receive  $320,000  of funding  2 days  after  the
         completion  of its  audited  financial  statements  for the year  ended
         September 30, 2005. The total convertible debentures will be $1,690,359
         after the final funding.  The Company has reserved  7,171,000 shares of
         its unissued  common stock against the  conversion  of the  convertible
         debentures.  The  Company  also  issued  warrants  for the  purchase of
         100,000  shares of its  common  stock as a fee for the  funding  of the
         convertible debentures.














                                       36
<PAGE>



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         On November 3, 2005, the Board of Directors of the Company approved and
ratified  the  termination  of  HJ  &  Associates,  LLC  as  its  auditors  and,
simultaneously,  approved and ratified the engagement of Goldstein Golub Kessler
LLP as its auditors.

         The audit  reports  submitted  by HJ &  Associates  for the years ended
September 30, 2003 and September 30, 2004 each included a modification as to the
Company's  ability to continue as a going concern.  Such  modification was based
upon the  Company's  status as a development  stage company with no  significant
operating  history.  The submitted audit reports  contained no adverse  opinion,
disclaimer of opinion or other modifications or qualifications.  HJ & Associates
did not,  during  the  applicable  periods,  advise  the  Company  of any of the
enumerated  items  described in Item  304(a)(1) of  Regulation  S-K.  During the
relevant  periods in which HJ &  Associates  served as the  Company's  auditors,
there were no  disagreements  between  HJ &  Associates  and the  Company on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of HJ &  Associates,  would have  caused HJ &  Associates  to make
reference thereto in, or in connection with, its reports on financial statements
for the years or such interim period.

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
         ----                  ---                    --------

         David Keenan          50        President, Chief Executive Officer and
                                            Director Nominee
         David Rector          59        Chief Operating Officer, Acting Chief
                                            Financial Officer and Director
         Steven Katz           57        Chairman of the Board of Directors
         Albert Passner        67        Director

----------------------

         All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified. On October 21,
2005, David Keenan, who was elected President and Chief Executive Officer of the
Company on September 27, 2005, was nominated to serve as a director of the
Company. Mr. Keenan will serve as a non-voting observer to the Board until his
nomination is approved by the stockholders at the next annual meeting. 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 have sufficient liquidity. 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.

         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.

         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

                                       37
<PAGE>

or understandings for any officer or director to resign at the request of
another person and none of our current officers 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:

         DAVID KEENAN. Mr. Keenan was elected President and Chief Executive
Officer of the Company on September 27, 2005 and was nominated to the Board of
Directors of the Company on October 21, 2005; he will serve as a non-voting
observer to the Board until his nomination is approved by the stockholders of
the Company. Mr. Keenan is an accomplished technologist with extensive
experience in new product development, new technology commercialization,
operations, sales, marketing and business strategy. Mr. Keenan serves as
technology advisor to equity investors in a variety of new ventures. He analyzes
emerging technology trends and presents regularly at the Minnesota Futurists and
the Minnesota Nanotechnology Study Group. Mr. Keenan is also a contributing
journalist for the Nano For People newsletter, a publication of The
NanoTechnology Group. Prior to founding Small Technology Consulting in 2003,
Dave served in progressive management roles with Goodrich Sensor Systems,
Sheldahl and 3M over a 25 year period. Mr. Keenan has been deeply involved in
commercializing technology products including microsensors and actuators,
aerospace thermal management materials, specialty thin film materials, and
optical data storage media. He graduated from University of Wisconsin with a
Bachelors degree in Chemical Engineering and completed the Masters program in
Management of Technology from the University of Minnesota's Center for the
Development of Technological Leadership.

        DAVID RECTOR. Since 1985, Mr. Rector has been the principal of the David
Stephen Group, which provides enterprise consulting services to emerging and
developing companies in a variety of industries. Mr. Rector currently serves as
a member of the Board of Directors of Senseco Technologies, Inc., an American
Stock Exchange biotech agricultural and life sciences company developing
technology in the area of cell death genomics addressing agricultural
applications and human chronic diseases including cancer, heart disease,
glaucoma and arthritis, among others. Mr. Rector also serves as a Director of
Amalgamated Technologies, Inc. and Superior Galleries, Inc., both publicly
traded companies From 1983 until 1985, Mr. Rector served as President and
General Manager of Sunset Designs, Inc., a domestic and international
manufacturer and marketer of consumer product craft kits, a wholly-owned
subsidiary of Reckitt & Coleman, N.A. From 1980 until 1983, Mr. Rector served
Director of Marketing of Sunset Designs. From 1971 until 1980, Mr. Rector served
in progressive roles with Crown Zellerbach Corporation, a multi-billion dollar
pulp and paper Industry corporation. Mr. Rector received a Bachelor of Science
degree in business/ finance from Murray State University in 1969.

           STEVEN KATZ is President of Steven Katz & Associates, Inc., a health
care and technology-based management consulting firm specializing in strategic
planning, corporate development, new product planning, technology licensing, and
structuring and securing various forms of financing. Mr. Katz has been President
of Steven Katz & Associates, Inc. since 1982 and is presently a member of the
Boards of Directors of a number of publicly-held corporations and several
private companies. From January 2000 to October 2001, Mr. Katz was also
President and Chief Operating Officer of Senesco Technologies, Inc., an American
Stock Exchange company engaged in the identification and development of
proprietary gene technology with application to human, animal and plant systems.
From 1983 to 1984 he was a co-founder and Executive Vice President of S.K.Y.
Polymers, Inc., a biomaterials company. Prior to this, Mr. Katz was Vice
President and General Manager of a non-banking division of Citicorp. From 1976
to 1981 he held various senior management positions at National Patent
Development Corporation, including President of three subsidiaries. Prior
positions were with Revlon, Inc. (1975) and Price Waterhouse & Co. (1969 to
1974). Mr. Katz received a Bachelors of Business Administration degree in
Accounting from the City College of New York in 1969.

                                       38
<PAGE>

     ALBERT PASSNER is a consultant in the fields of physics and engineering
following a career at Lucent/AT&T Bell Labs. Among his many achievements with
the Lucent team were: the development of ultra-low noise amplifiers used to
measure transistor noise; the design of the world's most powerful pulsed
electromagnet; production of a positron plasma in the laboratory; production of
the first optical bi-stability in a semi-conductor; production of the first
transverse lasing in a semi-conductor thin film and demonstration that stellar
images could be corrected in real time using an electronically deformed mirror.
In addition, Mr. Passner has authored and co-authored more than fifty
publications. Prior to his thirty plus years at Lucent /AT&T Bell Labs, Mr.
Passner served as an engineer at RCA (1961-1963) and a Member of Staff at
Princeton-Penn Accelerator in Princeton, NJ (1963 - 1969). He received a BS in
Physics from CCNY in 1960 and an MS in Physics from NYU in 1966.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers and persons who own more than ten
percent of a registered class of our equity securities (collectively, "Reporting
Persons") to file with the SEC initial reports of ownership and reports of
changes in ownership of our Common Stock and other equity securities of NTI.
Reporting Persons are required by SEC regulation to furnish NTI with copies of
all Section 16(a) forms that they file. To our knowledge, based solely on a
review of the copies of such reports furnished to us, we believe that during
fiscal year ended September 30, 2005 all Reporting Persons complied with all
applicable filing requirements.

CODE OF CONDUCT

         On September 20, 2005 the Board of Directors adopted a Code of Business
Conduct and Ethics for its directors, officers and employees which it believes
complies with the requirements for a company code of ethics for financial
officers that were promulgated by the SEC pursuant to the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act") as well as for the members of our Board of
Directors. The directors will be surveyed annually regarding their compliance
with the policies as set forth in the Code of Conduct for Directors. We intend
to disclose any amendment to, or waiver of, a provision of the Code of Business
Conduct and Ethics for Directors in a report filed under the Securities Exchange
Act of 1934 within five business days of the amendment or waiver.

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 paid salaries or
other compensation to our officers, directors or employees of $152,333 and
$43,726 for the years ended September 30, 2005 and 2004, respectively. For 2005,
David Rector received $144,000 and David Keenan received $8,333. For 2004, David
Rector received $27,726 and Steve Kessler received $16,000. Further, on
September 1, 2005 we entered into an employment agreement with David Keenan, our
President, CEO and director. Additional agreements are anticipated in the next
twelve months. 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 the board of directors, the
company adopted a resolution 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 they 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. In October 2005, by unanimous
consent of the board of directors, the company adopted a resolution to authorize
the 2005 Stock Option Plan ("Option Plan") and the 2005 Stock Option Plan for
Independent and Non-Employee Directors ("Independent Director Plan"). Under the
Option Plan, 1,100,000 shares, and under the Independent Director Plan, 500,000
shares, of authorized, but previously


                                       39
<PAGE>

unissued common stock, will be held in reserve in order that they may be issued
pursuant to the terms and conditions set forth in each of the Plans,
respectively. Both the Option Plan and the Independent Director Plan are subject
to the approval of the stockholders at the next annual meeting.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table provides information, to the best of our knowledge
as of November 30, 2005, 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 or our directors; and
         o   all executive officers and directors as a group.

         NAME AND ADDRESS                    AMOUNT AND NATURE OF     PERCENT
         OF BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP    OF CLASS(1)
         -------------------                 --------------------    -----------
         David Rector *                              80,000              0.7 %
           1640 Terrace Way
           Walnut, California

         New York University                      4,812,377             43.3 %
           Office of Industrial Liaison
           650 First Avenue, 6th Floor
           New York, NY 10016

         Viking Investment Group II, LTD.           694,531              6.3 %
           630 Third Avenue, 5th Floor
           New York, NY 10017

         Geoff Williams                             844,452              7.6 %
           56 West 400 South, Suite 220
           Salt Lake City, UT 84101

         All directors and executive officers        80,000              0.7 %
           as a group (4 persons)

--------------------------
      *   Director and/or executive officer

         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 11,101,946 shares of common stock outstanding on
             November 30, 2005.

         (2) Subsequent event - on October 3, 2005 the Board approved the
             issuance of option to Rector (100,000 shares at exercise price of
             $.78/share), Katz (50,000 shares at exercise price of $.78/share)
             and Passner (50,000 shares at exercise price of $.78/share). The
             stock options are subject to shareholder approval.

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 former 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 each. We used
the proceeds from the private placement to make the initial payment to NYU under
the License Agreement and related expenses.


                                       40
<PAGE>

         In July and August 2004, we received loans of $320,060 were received
from major shareholders and directors of our company. We repaid $5,000 of the
loans in September 2005. The loans are unsecured, due upon demand and non
interest bearing. We are seeking to convert the loans to equity or repayment
them from proceeds of an equity financing. As of September 30, 2005, $150,060 is
due to Deworth Williams, $5,000 to Edward F. Cowle, $125,000 to Adrien Ellul and
$35,000 to Viking Investment Group.

         During the year ended September 30, 2005, shareholders contributed
shares of their own common stock to pay for preproduction advertising costs. The
shares were valued at $110,000 when they were transferred to pay the costs. As
of September 30, 2005 the $44,000 of the advertising costs were completed and
expensed.

         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 our proposed business plan or by way
of an express statement of interest contained in our minutes. If any director 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 the company. There can be no
assurance, however, that these efforts will be successful.

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

         14        Code of Ethics

         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. Since September 30, 2005, the Company has filed
         the following current reports on Form 8-K with the Securities and
         Exchange Commission:


                                       41
<PAGE>

         Form 8-K filed October 3, 2005 relating to Items 5.02, 8.01 and 9.01

         Form 8-K filed November 7, 2005 relating to Items 4.01 and 9.01

         Form 8-K filed December 20, 2005 relating to Items 1.01, 1.02, 3.02 and
         9.01

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.

         Through September 30, 2005, Goldstein Golub Kessler LLP (the "Firm")
had a continuing relationship with American Express Tax and Business Services
Inc. ("TBS") from which it leased auditing staff who were full time, permanent
employees of TBS and through which its partners provided non-audit services.
Subsequent to September 30, 2005, this relationship ceased and the Firm
established a similar relationship with RSM McGladrey, Inc. ("RSM"). The Firm
has no full time employees, and, therefore, none of the audit services performed
were provided by permanent, full-time employees of the Firm. The Firm manages
and supervises the audit and audit staff and is exclusively responsible for the
opinion rendered in connection with its examination.Other services, which do not
include financial information systems design and implementation fees, have been
provided by TBS or RSM.

         AUDIT FEES

         Our independent auditors, Goldstein Golub Kessler LLP, were not engaged
until after the end of our fiscal year on  September  30, 2005.  Accordingly  no
fees have been paid or accrued to them during the year.

         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, 2004, and for the review of quarterly financial
statements included in our Quarterly Reports on Form 10-QSB for the quarters
ending June 30, 2005 and March 31, 2005 and December 31, 2004 were $17,665.

         AUDIT RELATED FEES

         For the fiscal years ended September 30, 2004, the aggregate 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, was $2,747.

         TAX FEES

         For the fiscal years ended September 30, 2005 and 2004, the aggregate
fees billed by H J & Associates for tax compliance, tax advice and tax planning
totaled $-0-.

         We do not use Goldstein Golub Kessler LLP 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 Goldstein Golub Kessler LLP to provide compliance outsourcing services.


                                       42
<PAGE>

                                   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.


Dated:   January 17, 2006                       By: /s/ David Keenan
                                                   -------------------
                                                DAVID KEENAN
                                                President and
                                                Chief Executive Officer
                                                (Chief Executive Officer)


         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/ DAVID KEENAN                President and Chief Executive Officer     January 17, 2006
    --------------------------        (Chief Executive Officer)
        DAVID KEENAN



By:   /s/ DAVID RECTOR                Acting Chief Financial Officer and        January 17, 2006
    --------------------------        Chief Operating Officer
           DAVID RECTOR
</TABLE>












                                       43