**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-QSB**





**x**
            **Quarterly
                Report Under Section 13 or 15(****d
                ) of the Securities Exchange Act of
                1934.**


**For
      the Quarterly Period and Six Months Ended May 31, 2008**


**or**


o
            **Transition
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934.**


**For
      the Transition Period From ____________________ to
      __________________**





**Commission
      File Number: 000-51007**





**NANOSENSORS,
      INC.**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            **200452700**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer Identification No.)**1475
                Veterans Blvd., Redwood City**
            **94063**(Address
                of principal executive offices)
            (Zip
                Code)




**Issuer’s
      telephone number: (650) 641-2349**







(Former
      Name, Former Address and Former Fiscal Year, if Changes


Since
      Last Report





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to the filing requirements
      for
      the past 90 days. Yes þ No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      (Check one):


Large
                accelerated filero
            
            Accelerated
                filero
            
            Non-accelerated
                filero
            
            Smaller
                reporting companyþ





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





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





Class
            
            Outstanding
                at July 10, 2008Common
                Stock, $0.001 par value per share
            
            421,822,670
                shares





Transitional
      Small Business Disclosure Format (check one): oYes þNo












**NANOSENSORS,
      INC.**





**INDEX**





Page(s)**PART
                I. FINANCIAL INFORMATION****ITEM
                1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
            3Condensed
                Consolidated Balance Sheets – May 31, 2008 (unaudited) and November
                     30, 2007 (unaudited)
            3Condensed
                Consolidated Statements of Operations for the Period from date of
                inception (July 5, 2007) to May 31, 2008 and the three- and six-month
                periods ended May 31, 2008 (unaudited)
            4Condensed
                Consolidated Statements of Cash Flows for the Period from date of
                inception (July 5, 2007) to May 31, 2008 and the six-month period
                ended May 31, 2008 (unaudited)
            5Notes
                to Condensed Consolidated Financial Statements (unaudited)
            6**ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                OF OPERATION**
            15**ITEM
                3. CONTROLS AND PROCEDURES**
            19**PART
                II. OTHER INFORMATION****ITEM
                1. LEGAL PROCEEDINGS**.
            19**ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**
            19**ITEM
                3. DEFAULTS UPON SENIOR SECURITIES**
            19**ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            20**ITEM
                5. OTHER INFORMATION**
            20**ITEM
                6. EXHIBITS**
            20Signatures
            21Certifications









**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**


**May 31, 2008**
              
              **November 30, 2007****ASSETS****CURRENT
                  ASSETS:**Cash
              
              $
              74,553
              
              $
              564,996Other
                  current assets
              
              
              6,375
              
              
              -**TOTAL
                  CURRENT ASSETS**
              
              
              80,928
              
              
              564,996Deposit
                  and other assets
              
              
              3,834
              
              
              -**TOTAL
                  ASSETS**
              
              $
              84,762
              
              $
              564,996**LIABILITIES
                  AND SHAREHOLDERS' DEFICIT****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued expenses
              
              $
              460,875
              
              $
              26,384Accounts
                  payable - related party
              
              
              44,988
              
              
              -Loan
                  payable
              
              
              100,000
              
              
              -Accrued
                  employee benefits
              
              
              5,827
              
              
              -**TOTAL
                  CURRENT LIABILITIES**
              
              
              611,690
              
              
              26,384**COMMITMENTS
                  AND CONTINGENCIES****SHAREHOLDERS'
                  DEFICIT:**Preferred
                  stock, $.001 par value; 20,000,000 sharesauthorized;
                  10,000 shares issued and outstanding
              
              
              10
              
              
              10Common
                  stock, $.001 par value; 950,000,000 sharesauthorized;
                  421,822,670 shares issuedand
                  outstanding
              
              
              421,823
              
              
              -Additional
                  paid-in capital
              
              
              (937,032
              )
              
              570,040Deficit
                  accumulated during the development stage
              
              
              (11,729
              )
              
              (31,438
              )(526,928
              )
              
              538,612**TOTAL
                  LIABILITIES AND SHAREHOLDERS' DEFICIT**
              
              $
              84,762
              
              $
              564,996




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




-
          3
          -




**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**


**Period from Inception**
              
              **Six Months**
              
              **Three Months****(July 5, 2007) to**
              
              **Ended**
              
              **Ended****May 31, 2008**
              
              **May 31, 2008**
              
              **May 31, 2008****NET
                  SALES**
              
              $
              -
              
              $
              -
              
              $
              -**OPERATING
                  COSTS**General
                  and administrative expense
              
              
              568,305
              
              
              536,171
              
              
              122,764Depreciation
                  and amortization
              
              
              694
              
              
              694
              
              
              416**TOTAL
                  OPERATING COSTS**
              
              
              568,999
              
              
              536,865
              
              
              123,180**LOSS
                  FROM OPERATIONS**
              
              
              (568,999
              )
              
              (536,865
              )
              
              (123,180
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  expense
              
              
              (209
              )
              
              (209
              )
              
              (63
              )Interest
                  income
              
              
              4,039
              
              
              3,343
              
              
              90Income
                  related to fair value of warrant liability
              
              
              553,440
              
              
              553,440
              
              
              553,440**INCOME
                  (LOSS) BEFORE INCOME TAXES**
              
              
              (11,729
              )
              
              19,709
              
              
              430,287Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -**NET
                  INCOME (LOSS)**
              
              $
              (11,729
              )
              $
              19,709
              
              $
              430,287**BASIC
                  AND DILUTED NET INCOME LOSS PER SHARE**
              
              $
              0.00
              
              $
              0.00
              
              $
              0.00**WEIGHTED
                    AVERAGE NUMBER OFCOMMON
                    SHARES OUTSTANDING - BASIC AND DILUTED**
              
              
              421,822,670
              
              
              421,822,670
              
              
              421,822,670




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




-
          4
          -




**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**


**Period from Inception**
              
              **Six Months****(July 5, 2007) to**
              
              **Ended****May 31, 2008**
              
              **May 31, 2008****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  (Loss) Income
              
              $
              (11,729
              )
              $
              19,709Adjustment
                  to reconcile net loss to net cash utilized inoperating
                  activities:Depreciation
                  and amortization
              
              
              694
              
              
              694Stock
                  based compensation
              
              
              86,479
              
              
              86,479Income
                  related to remeasurement of warrant liability
              
              
              (553,440
              )
              
              (553,440
              )Change
                  in operating assets and operating liabilities:Other
                  current assets
              
              
              1,653
              
              
              1,653Accounts
                  payable and accrued expenses
              
              
              (125,721
              )
              
              (152,105
              )**Net
                  cash used by operating activities**
              
              
              (602,064
              )
              
              (597,010
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Cash
                  acquired in reverse merger
              
              
              6,567
              
              
              6,567**Net
                  cash provided by investment activities**
              
              
              6,567
              
              
              6,567**CASH
                  FLOW FROM FINANCING ACTIVITIES:**Proceeds
                  from loan payable
              
              
              100,000
              
              
              100,000Net
                  proceeds from issuance of common stock and warrants
              
              
              570,050
              
              
              -**Net
                  cash provided by financing activities**
              
              
              670,050
              
              
              100,000**NET
                  INCREASE (DECREASE) IN CASH**
              
              
              74,553
              
              
              (490,443
              )Cash
                  at beginning of period
              
              
              -
              
              
              564,996**CASH
                  AT END OF PERIOD**
              
              $
              74,553
              
              $
              74,553**SUPPLEMENTAL
                  CASH FLOW INFORMATION:****Cash
                  paid during the period for:**Interest
              
              
              3,253
              
              
              3,253




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


-
          5
          -




**NANOSENSORS,
      INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008**


**(Unaudited)**




**1.**
            **ORGANIZATION:**





**Description
      of Business:**





On
      January 17, 2008, NanoSensors, Inc., a Nevada corporation (“NanoSensors” or the
“ Company ” ), completed its acquisition of Cuchulainn Holdings, Inc.
      (“Cuchulainn”) a privately held Panamanian corporation, through the merger of
      Cuchulainn with and into Cuchulainn Acquisition, Inc. (“Acquisition”), a
      Panamanian corporation and the wholly-owned merger subsidiary of NanoSensors.
      NanoSensors had originally been organized for the purpose of developing and
      marketing sensors to detect explosives, chemicals and biological agents. In
      September 2007, however, NanoSensors’ board of directors decided to cease
      further operations and to redeploy its remaining assets. In the merger,
      Cuchulainn became the wholly-owned subsidiary of NanoSensors. For accounting
      purposes, the merger was treated as a reverse acquisition with Cuchulainn being
      the accounting acquirer. As a result, Cuchulainn succeeded NanoSensors as
      the reporting registrant through its wholly-owned subsidiary. Therefore,
      the Company’s consolidated historical financial statements reflect those of
      Cuchulainn.





**Merger:**





The
      Company entered into an Agreement and Plan of Merger, dated as of November
      27,
      2007 (the “Merger Agreement”), by and among NanoSensors, Acquisition and
      Cuchulainn, pursuant to which, after all closing conditions were satisfied
      or
      waived, and Cuchulainn merged with and into Acquisition on January 17, 2008
      (the “Closing Date”). This merger is referred to as the “Merger.”





Pursuant
      to the Merger Agreement, all of the 17,700,000 outstanding shares of Cuchulainn
      common stock were exchanged for 10,000 shares of Series A Preferred Stock of
      NanoSensors (“NanoSensors Preferred Shares”), calculated as .000565 NanoSensors
      Preferred Shares for each share of Cuchulainn common stock. NanoSensors
      Preferred Shares were a new series of the Company’s preferred stock
      and vote on an “as converted” basis together with the issued and outstanding
      shares of NanoSensors Common Stock. Each NanoSensors Preferred Share for voting
      purposes is presently equal to 199,604.068 shares of NanoSensors Common Stock.
      and will be converted into, 199,604.068 shares of NanoSensors Common Stock
      upon
      the consummation of the Reverse Split (as defined below), but prior to the
      consummation of the Reduction of Authorized Shares, discussed below and in
      Note
      10 - Subsequent Event. The Merger Agreement originally provided that each
      NanoSensors Preferred Share would for voting purposes be equal to, and be
      converted into, 168,729.068 shares of NanoSensors Common Stock. However, in
      consideration of a bridge loan of $50,000 that was made on December 12, 2007,
      in
      compensation for certain liabilities of NanoSensors paid by Cuchulainn prior
      to
      the Merger and in compensation for certain liabilities which became known after
      the Merger Agreement was signed by parties, this voting and conversion number
      was changed to 199,604.068 shares of NanoSensors Common Stock. The result of
      this change was that the voting power and percentage of outstanding shares
      of
      NanoSensors Common Stock to be owned by the former holders of the common stock
      of Cuchulainn upon conversion of their NanoSensors Preferred Shares was
      increased from 80.00% to 82.55%.




The
      Merger Agreement contemplated that subsequent to the closing of the Merger,
      the
      Board of Directors would consider and approve, and submit to the stockholders
      of
      NanoSensors for their approval (i) an amendment to its Articles of
      Incorporation, as amended (the “Articles”) so as to effect a 1-for-100 reverse
      stock split of NanoSensors Common Stock (“Reverse Split”), which will have the
      effect of decreasing the number of issued and outstanding shares of NanoSensors
      Common Stock, after conversion of the NanoSensors Preferred Shares, to
      24,178,634 shares and (ii) a reduction in the authorized shares of NanoSensors
      Common Stock from 950,000,000 to 450,000,000 (the “Reduction of Authorized
      Shares”). The number of authorized shares of NanoSensors Preferred Stock would
      remain at 20,000,000. The Reverse Split and Reduction of Authorized Shares
      are
      expected to be completed in the third calendar quarter of 2008.




The
      Merger Agreement also provided that warrants to purchase Cuchulainn common
      stock
      (“Cuchulainn Warrants”) were exchanged for warrants to purchase NanoSensors
      Common Stock (“NanoSensors Warrants”) exercisable on substantially the same
      terms and conditions as the Cuchulainn Warrants. Following the Closing Date,
      pursuant to the Merger Agreement, the 6,200,000 Cuchulainn Warrants were
      exchanged for 3,100,000 NanoSensors Warrants. Each NanoSensors Warrant is
      exercisable at a per share price of $0.0088676 to purchase 112.77066 shares
      of
      NanoSensors Common Stock, subject to adjustments as set forth in the NanoSensors
      Warrant. In the aggregate, 349,589,046 shares of NanoSensors Common Stock would
      be presently issuable pursuant to the Cuchulainn Warrants. The Cuchulainn
      Warrants, however, will not be exercisable prior to the Company’s completion of
      the Reverse Split, after which they will be exercisable for 3,495,890 shares
      of
      NanoSensors Common Stock and at a per share price of $0.88676.





On
      June
      24, 2008, subsequent to the balance sheet date, the Board of Directors of the
      Company approved, and on June 26, 2008, the holders of a majority of
      NanoSensors’ voting power consented to, the Reverse Split and the Reduction of
      Authorized Shares, as well as an increase in the number of shares issuable
      under
      the 2006 Equity Incentive Plan and a change in NanoSensors corporate name to
      “TGN, Inc.” (collectively referred to as the “Actions”). For a discussion of the
      Actions and related matters, see Note 10 -Subsequent Event.


-
          6
          -





Two
      stockholders and nominees of Cuchulainn, William Levy and Tom Hendren became
      directors of NanoSensors on May 1, 2008. In addition, the Board of
      Directors elected Barry J. Miller, Esq., whose law firm provided legal
      services to Cuchulainn prior to the Merger, as a director and as General Counsel
      and Corporate Secretary of NanoSensors. (See Note 9 – Significant Events:
      Election of Three New Directors and General Counsel.)





As
      a
      result of the Merger, NanoSensors adopted the business plan of
      Cuchulainn. Cuchulainn has licensed technology and other intellectual
      property in order for it to operate an online-based video console game wagering
      service (the “Service”). The Service, when operational, will enable gamers to
      compete against other gamers and to place wagers on the outcome of their games.
      The outcome of the game play will be determined predominantly upon the skills
      of
      the individual participants. The Service will cater to an international
      community of gamers that plays video games and places wagers online. Prior
      to
      entering into the Merger Agreement, Cuchulainn raised $620,000 (U.S.) in a
      private placement to fund initial development costs and to pay the expenses
      of the parties related to the Merger. Prior to commencing operation of
      the Service, NanoSensors will need to raise additional capital financing. (See
      Note 2 – Going Concern.)





The
      Merger was accounted for as a reverse merger, with Cuchulainn as the accounting
      acquirer. Accordingly, the reverse merger is being accounted for as a capital
      transaction in substance, rather than a business combination. For accounting
      purposes, the net liabilities of NanoSensors were recorded at fair value as
      of
      the Closing Date, with an adjustment to additional paid-in capital. The deficit
      accumulated during the development stage of Cuchulainn was carried forward
      after
      the Merger. The results of operations of NanoSensors are included in the
      accompanying Condensed Consolidated Statements of Operations from the date
      of
      the Merger through May 31, 2008.




The
      preliminary fair value of assets acquired and liabilities assumed of NanoSensors
      as of January 17, 2008 (the Closing Date), are as follows:




Cash
            
            $
            6,567Other
                current assets
            
            
            8,028Other
                non-current assets
            
            
            4,528Accounts
                payable & accrued expenses
            
            
            (587,376
            )Related
                party payable
            
            
            (50,035
            )Warrant
                liability
            
            
            (
                553,440
            )Net
                Liabilities Assumed
            
            $
            (1,171,728
            )





**Letter
      of Intent for Acquisition of The Gaming Network A.G. and Bridge
      Loan:**





On
      May 9,
      2008, NanoSensors signed a letter of intent (the “Letter of Intent”) to acquire
      all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”),
      a privately owned Panamanian corporation. Through its subsidiaries and from
      closing, TGNAG will conduct and offer a European-licensed (Malta) software
      licensing operation and ancillary services business for online bingo and casino
      sites operating outside the United States. The Letter of Intent provides that
      TGNAG will merge with and into NanoSensors’ wholly owned Panamanian subsidiary,
      Cuchulainn Acquisition Inc. (“Acquisition”) (or another wholly owned Panamanian
      subsidiary of NanoSensors), and for NanoSensors to deliver merger consideration
      comprising shares of NanoSensors Common Stock to the stockholders of TGNAG.
      The
      exact number of shares has not yet been determined; however, the Letter of
      Intent contemplates that, upon the consummation of the merger, the stockholders
      of TGNAG will own between 80 and 85 percent of the outstanding shares of
      NanoSensors’ Common Stock.





While
      the
      Letter of Intent is not a definitive agreement in respect of the merger
      contemplated thereby, it does contain certain definitive material provisions.
      First, it obligates TGNAG to provide one or more bridge loans under a senior
      promissory note to NanoSensors in order to enable it to meet its operating
      expenses and its expenses in connection with the merger until the merger is
      completed; if the merger closes on August 31, 2008, the amount of these loans
      will be at least US$200,000.00. NanoSensors’ obligation to repay the loan is
      unconditional and matures on September 30, 2008, and accrues interest at an
      annual rate of 5% (365-day year for actual days elapsed). On May 9, 2008,
      NanoSensors executed a senior promissory note evidencing the first of these
      loans and on May 12, 2008, TGNAG advanced $100,000 to NanoSensors. Second,
      in
      the Letter of Intent, TGNAG agrees to cause its Maltese subsidiary, The Gaming
      Network Limited, to grant to NanoSensors the right to use the name “The Gaming
      Network” in the corporate name of NanoSensors and in its tradenames, service
      marks and other commercial indicia, whether or not the merger is completed.
      The
      Gaming Network has done so. There are also a number of binding provisions of
      a
      customary nature, such as those respecting confidentiality, press releases
      and
      restrictions on trading NanoSensors Common Stock. A copy of the senior
      promissory note executed was filed as Exhibit 10.1 to the Current Report of
      NanoSensors on Form 8-K on May 13, 2008.





The
      completion of the merger will be subject to several conditions, including the
      negotiation and execution of a definitive merger agreement among NanoSensors,
      TGNAG and Acquisition (or another wholly-owned Panamanian subsidiary of
      NanoSensors), the completion of due diligence by the parties, the approval
      of
      the transaction by the Board of Directors of NanoSensors, Acquisition and TGNAG
      and by the stockholders of TGNAG and Acquisition, completion of audited
      financial statements for The Gaming Network Limited, the receipt by the Company
      of a fairness opinion and other conditions. If a definitive agreement is signed
      and the conditions are satisfied, the merger is expected to close during the
      third calendar quarter of 2008. However, there can be no assurance that a
      definitive agreement will be executed or that, if it is, the transaction will
      be
      completed.




-
          7
          -




2.
            GOING
                CONCERN:





The
      Company has incurred recurring operating losses in each of the periods since
      its
      inception (July 5, 2007), aggregating $568,999 and has a working capital deficit
      of $530,762 as of May 31, 2008. The recurring operating losses are due to the
      Company’s being in the development stage and the fact that it has yet to
      establish commercial operations. The Company has no cash flows from revenues,
      and has been utilizing the proceeds from sales of its securities to fund its
      administrative costs. Since the Merger, the Company has used all of the proceeds
      from the Cuchulainn private placement that were not utilized to pay the expenses
      of the Merger to sustain its activities, as well as the proceeds of its earlier
      private placements. The Company will be able to meet working capital
      requirements with the cash on hand as of June 15, 2008 for only the following
      30
      days. As of May 30, 2008, the Company had borrowed $100,000 from TGNAG pursuant
      to the senior promissory note signed pursuant to the Letter of
      Intent.





The
      Company will need additional capital for its future planned activity, including
      commencing operation of the Service, and for payment of its current liabilities,
      which raises substantial doubt about its ability to continue as a going concern.
      Continuation of the Company as a going concern is dependent upon sales, the
      exercise of outstanding warrants, the continuance of loans from TGNAG pursuant
      to the Letter of Intent and the proceeds of future equity offerings or debt
      financings. Due to the need to generate additional working capital, the
      Company’s accountants issued a qualified report on its financial statements as
      of and for the fiscal year ended November 30, 2007, which raised substantial
      doubt about the Company’s ability to continue as a going concern. See “Report of
      Independent Registered Public Accounting Firm” issued in connection with, and
      the notes to, the Company’s 2007 Financial Statements set forth in the Company’s
      Annual Report on Form 10-KSB for the fiscal year year ended November 27, 2007
      (“2007 Form 10-KSB”) filed with the Securities and Exchange Commission (“SEC”)
      on February 28, 2008.





The
      Company expects to be able to continue its operations through the date of its
      acquisition of TGNAG through the loans to be made by TGNAG to the Company
      pursuant to the Letter of Intent, but these funds will not be sufficient to
      enable the Company to implement its future planned activities, including
      commencing operation of the Service. To raise additional funds, the Company
      intends either to undertake private placements of its securities, either as
      self-offerings or with the assistance of registered broker-dealers, or to
      negotiate one or more private sales of its securities to one or more
      institutional investors. However, except for the agreement of TGNAG to provide
      financing, the Company currently has no firm agreements with any third parties
      for any financing arrangements. If the Company raises additional funds by
      selling shares of NanoSensors Common Stock or convertible securities, the
      ownership of existing stockholders will be diluted. If additional funds are
      raised though the issuance of equity or debt securities, such additional
      securities may have powers, designations, preferences or rights senior to the
      Company’s currently outstanding securities. The inability to obtain required
      financing on sufficiently favorable terms could have a material adverse effect
      on the Company’s business, results of operations and financial condition. If the
      Company is unsuccessful in raising additional capital after the financing being
      provided by TGNAG is exhausted or if TGNAG does not provide the additional
      funding required by the Letter of Intent, the Company will go out of business.
      Further, if expenditures required to achieve the Company’s plans are greater
      than projected, it will need to raise a greater amount of funds than currently
      anticipated. No assurances can be given that the Company will be successful
      in
      raising capital additional to that being provided by TGNAG. Further, no
      assurance can be given that any financing additional to that being provided
      by
      TGNAG will be available or, even if it is available that it will be on terms
      that are favorable to the Company.





3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES:





*Basis
      of Presentation*





The
      accompanying interim financial information, as of May 31, 2008, for the six-
      and
      three-month periods ended May 31, 2008, and for the cumulative period from
      inception (July 5, 2007) to May 31, 2008, has been prepared without audit,
      pursuant to the rules and regulations of the SEC. Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been condensed
      or
      omitted pursuant to such rules and regulations. The Company believes that the
      disclosures made are adequate to provide for fair presentation. These financial
      statements should be read in conjunction with the Company’s 2007 Financial
      Statements and the notes thereto, included in the Company's 2007 Form
      10-KSB.





In
      the
      opinion of management, all adjustments (which include normal recurring
      adjustments) necessary to present a fair statement of financial position as
      of
      May 31, 2008, and results of operations, statement of stockholders’ deficit and
      cash flows for the six and three months ended May 31, 2008 and for the
      cumulative period from inception (July 5, 2007) to May 31, 2008, as applicable,
      have been made. The results of operations for the six and three months ended
      May
      31, 2008, are not necessarily indicative of the operating results for the full
      fiscal year or any future periods.





*Basic
      and Diluted Net (Loss) Per Share*





The
      Company presents basic and diluted earnings (loss) per common share pursuant
      to
      the provisions of Statement of Financial Accounting Standards No. 128, “Earnings
      per Share” (“SFAS 128”), and certain other financial accounting pronouncements.
      Basic earnings (loss) per common share are calculated by dividing net income
      (loss) by the weighted average number of common shares outstanding during each
      period. The calculation of diluted earnings (loss) per common share is similar
      to that of basic earnings (loss) per common share, except that the denominator
      is increased to include the number of additional common shares that would have
      been outstanding if all potentially dilutive common shares, such as those
      issuable upon the exercise of warrants, were issued during the period.
      Outstanding options and warrants held by employees, non-employees and investors
      are anti-dilutive for each period presented and therefore excluded from earnings
      per share and aggregated rights to acquire 639,820,548 shares of NanoSensors
      Common Stock as of May 31, 2008. If all of the Company’s outstanding options and
      warrants as of May 31, 2008 were exercised, the holders thereof would receive
      674,410,548 shares of NanoSensors Common Stock.


-
          8
          -





The
      Merger with Cuchulainn on January 17, 2008 was, for financial reporting
      purposes, treated as a reverse acquisition. Because the number of shares
      outstanding following a reverse acquisition is significantly different from
      the
      number of shares outstanding prior to the combination, the weighted average
      shares outstanding for purposes of presenting net loss per share on a
      comparative basis has been retroactively restated to the earliest period
      presented in order to reflect the effect of the reverse acquisition.
      Accordingly, 421,822,670 shares of NanoSensors Common Stock were deemed to
      be
      outstanding at the beginning of the earliest period presented. Basic net loss
      per share is computed by dividing net loss available to common stockholders
      by
      the weighted average number of common shares outstanding during the reporting
      period.





*Recently
      Issued Accounting Pronouncements*





SFAS
      No.
      161





In
      March
      2008, the Financial Accounting Standards Board (FASB) issued FASB Statement
      No.
      161, Disclosures about *Derivative
      Instruments and Hedging Activities* .
      The new
      standard is intended to improve financial reporting about derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity’s financial position, financial
      performance, and cash flows. FASB Statement No. 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008, with early application encouraged. The Company is currently evaluating
      the impact of adopting SFAS No. 161 on its financial statements.





SFAS
      No.
      141R, Business Combinations





In
      December 2007, FASB issued Statement of Financial Accounting Standards (“SFAS”)
      No. 141R (revised 2007), *Business
      Combinations* ,
      which
      replaced SFAS No. 141. The statement retains the purchase method of accounting
      for acquisitions, but requires a number of changes, including changes in the
      way
      assets and liabilities are recognized in the purchase accounting. It also
      changes the recognition of assets acquired and liabilities assumed arising
      from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. SFAS No. 141R is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual reporting period beginning on or after December 15,
      2008.







SFAS
      No.
      160, Noncontrolling Interests in Consolidated Financial Statements




In
      December 2007, FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB
      51,* which
      changes the accounting and reporting for minority interests. Minority interests
      will be recharacterized as noncontrolling interests and will be reported as
      a
      component of equity separate from the parent’s equity, and purchases or sales of
      equity interests that do not result in a change in control will be accounted
      for
      as equity transactions. In addition, net income attributable to the
      noncontrolling interest will be included in consolidated net income on the
      face
      of the income statement and, upon a loss of control, the interest sold, as
      well
      as any interest retained, will be recorded at fair value with any gain or loss
      recognized in earnings. SFAS No. 160 is effective for annual periods
      beginning after December 15, 2008. The Company is assessing the impact that
      SFAS
      No. 160 may have on the its financial statements.





SFAS
      No.
      157, Fair Value Measurements




In
      September 2006, FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information. SFAS
      No. 157 is effective for fiscal years beginning after November 15, 2007,
      and all interim periods within those fiscal years. In February 2008, FASB
      released FASB Staff Position (FSP FAS 157-2, *Effective
      Date of FASB Statement No. 157* )
      which
      delays the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis (at least annually),
      for
      fiscal years beginning after November 15, 2008, and interim periods for those
      fiscal years. The Company is currently assessing the impact that this statement
      may have on its financial statements.




*Accounting
      for Warrants and Freestanding Derivative Financial Instruments*





The
      Company evaluates its warrants and other contracts to determine if those
      contracts or embedded components of those contracts qualify as derivatives
      to be
      separately accounted for under Statement of Financial Accounting Standards
      133,
“Accounting for Derivative Instruments and Hedging Activities” (“FAS
      133”) and related interpretations including EITF 00-19 “Accounting for
      Derivative Financial Instruments Indexed to, and Potentially Settled in, a
      Company’s Own Stock” (“EITF 00-19”). If the warrant is determined to be a
      derivative, the fair value of the warrant is marked-to-market each balance
      sheet
      date and recorded as a liability. The change in fair value of the warrants
      is
      recorded in the Statements of Operations as other income or expense. Upon
      conversion or exercise of a derivative instrument, the instrument is marked
      to
      fair value at the conversion date and then that fair value is reclassified
      to
      equity. Equity instruments that are initially classified as equity that become
      subject to reclassification under FAS 133 are reclassified to liability at
      the
      fair value of the instrument on the reclassification date. In the event that
      the
      warrants are determined to be equity, no value is assigned for financial
      reporting purposes.


-
          9
          -





The
      valuation of liability for warrants is based on a Black-Scholes option pricing
      model, and may vary significantly based on factors such as the exercise price,
      remaining time left to exercise the warrants, recent volatility (change) in
      the
      price of NanoSensors Common Stock, risk free interest rate and the market price
      of NanoSensors Common Stock.





*Stock-Based
      Compensation Expense*





The
      Company accounts for stock-based compensation under Statement of Financial
      Accounting Standards No. 123 (revised in 2004), “Share-Based Payment”
(“SFAS 123(R)”), which requires the measurement and recognition of compensation
      expense for all share-based payment awards made to employees and directors,
      including grants issued under equity incentive plans (“employee stock
      purchases”) based on estimated fair values. SFAS 123(R) supersedes Accounting
      Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”
(“APB 25”), under which the Company previously accounted for these awards. In
      March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”)
      relating to SFAS 123(R). The Company has considered the guidance provided for
      in
      SAB 107 in its adoption of SFAS 123(R).





Stock-based
      compensation expense recognized under SFAS 123(R) for the six and three months
      ended May 31, 2008 was $86,479 and $3,608, respectively, which consisted of
      stock-based compensation expense related to employee and non-employee stock
      options and warrants. Stock-based compensation expense is recorded as a
      component of general and administrative expenses reported in the
      Company's Statements of Operations.





SFAS
      123(R) requires companies to estimate the fair value of share-based payment
      awards on the date of grant using an option-pricing model. The Company has
      utilized the Black-Scholes option pricing model to value share-based payment
      awards. The value of awards that are ultimately expected to vest is recognized
      as expense over the requisite service periods in the Company’s Statements of
      Operations.




The
      Company measures compensation expense for its non-employee stock-based
      compensation under SFAS 123(R) and the Financial Accounting Standards Board
      (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring, or in
      Conjunction with Selling, Goods or Services.” The fair value of the options and
      warrants issued is used to measure the transaction, as this is more reliable
      than the fair value of the services received. Fair value is measured as the
      value of the options and warrants on the earlier of the date that the commitment
      for performance by the counterparty has been reached or the counterparty’s
      performance is complete. The fair value of the equity instrument is charged
      directly to compensation expense and credited to additional paid-in
      capital





4.
            STOCK
                BASED COMPENSATION:




**Accounting
      for Awards:**




Under
      the
      NanoSensors Equity Incentive Plan (the “2006 Equity Incentive Plan”), the
      Company can issue stock awards to its employees, directors and consultants.
      The
      2006 Incentive Plan serves as the Company’s equity incentive plan for its
      officers, employees and directors and includes an initial reserve of 80,000,000
      shares of NanoSensors Common Stock. As of May 31, 2008, there were 15,754,186
      shares available for issuance under the 2006 Equity Incentive Plan and options
      to purchase 49,149,842 shares of NanoSensors Common Stock and 15,095,972
      restricted shares of the NanoSensors Common Stock had been granted to its
      officers, employees, consultants and directors.





During
      the quarter ended May 31, 2008, the Company granted options to purchase
      2,000,000 shares of NanoSensors Common Stock to a non-employee director and
      during the quarter ended February 29, 2008, the Company granted options to
      purchase 12,528,494 shares of NanoSensors Common Stock to employees and
      directors under the 2006 Equity Incentive Plan. (See Note 9 - Significant
      Events: Election of Three New Directors and General Counsel.) Options granted
      for the six-month period ended May 31, 2008, were as follows:





Name
            
            Total Amount
            
            Vested as of
              May 31, 2008
            
            Unvested as of
              May 31, 2008COO
                & Interim CFO
            
            
            1,612,903
            
            
            1,612,903
            
            
            —Interim
                CEO
            
            
            7,782,258
            
            
            7,782,258
            
            
            —Former
                Director
            
            
            2,083,333
            
            
            2,083,333
            
            
            —Director
                Marketing & Sales
            
            
            1,050,000
            
            
            —
            
            
            1,050,000Non
                Employee Director
            
            
            2,000,000
            
            
            —
            
            
            2,000,000**Totals**
            
            
            **14,528,494**
            
            
            **11,478,494**
            
            
            **3,050,000**




Stock-based
      compensation expense related to employee and non-employee restricted stock
      awards, stock options and warrants recognized in the operating results for
      the
      period from July 5, 2007 (inception), through May 31, 2008, and for the six
      and
      three months ended May 31, 2008, is summarized as follows:


-
          10
          -




Stock
                based compensation expense
            
            Inception through
              May 31, 2008
            
            Six Months Ended
              May 31, 2008
            
            Three Months Ended
              May 31, 2008Employee
                – general & administrative
            
            $
            86,209
            
            $
            86,209
            
            $
            3,525Non-employee –
                general & administrative
            
            $
            270
            
            $
            270
            
            $
            83**Total
                stock based compensation expense**
            
            **$**
            **86,479**
            
            **$**
            **86,479**
            
            **$**
            **3,608**





The
      weighted average fair value of each employee stock option and warrant granted
      during the three months ended May 31, 2008, was $0.003. As of that date, there
      was $12,550 of total unrecognized compensation cost related to unvested stock
      options and warrants.  That cost is expected to be recognized over a
      weighted average period of 8.07 years.





The
      fair
      value of options and warrants at the date of grant was estimated using the
      Black-Scholes option pricing model. The expected volatility is based upon
      historical volatility of NeroSensors Common Stock and other contributing
      factors. The expected term is the contractual term of the options and
      warrants.




The
      assumptions made in calculating the fair values of employee and non-employee
      options and warrants are as follows:




Inception through May 31, 2008
              
              Six Months Ended May 31, 2008
              
              Three Months Ended May 31, 2008Expected
                  volatility
              147%
                  - 158%
              
              147%
                  - 158%
              
              147%Expected
                  dividend yield
              0%
              
              0%
              
              0%Risk-free
                  interest rate
              1.79%
                  - 3.88%
              
              1.79%
                  - 3.88%
              
              3.21%Expected
                  term (in years)
              2
                  -
                  6
              
              2
                  -
                  6
              
              6





During
      the quarter ended February 29, 2008, the Company issued warrants to purchase
      349,589,046 shares of NanoSensors Common Stock to the former Cuchulainn
      stockholders in connection with the Merger (see Note 1 - Organization), and
      options to purchase 12,528,494 shares of NanoSensors Common Stock to directors,
      officers and employees. During the quarter ended May 31, 2008, the Company
      issued 2,000,000 options to a non-employee director. (See Note 9 - Significant
      Events: Election of Three New Directors and General Counsel.) The warrants
      issued to the former Cuchulainn stockholders are not exercisable until the
      Company amends the Articles so as to increase the number of authorized shares
      of
      NanoSensors Common Stock or effectuate a reverse stock split. In total, for
      the
      six months ended May 31, 2008, the Company issued warrants and options to
      purchase 364,117,540 shares of NanoSensors Common Stock.




The
      following table represents all the Company’s stock options and warrants granted,
      exercised, and forfeited during the six months ended May 31, 2008.





Stock
                Options
              &
                Warrants
            
            Number
              of
                Shares
            
            Weighted
              Average
              Exercise
              Price
              per
                Share
            
            Weighted
              Average
              Remaining
              Contractual
              Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
                at December 1, 2007
            
            
            312,293,009
            
            $
            0.01
            
            
            3.71
                yearsGranted
            
            
            364,117,540
            
            $
            0.009
            
            
            4.86
                yearsCancelled
            
            
            —
            
            $
            0.00Exercised
            
            
            —
            
            $
            0.00Forfeited/expired
            
            
            (2,000,000
            )
            $
            0.0058Outstanding
                at May 31, 2008
            
            
            674,410,548
            
            $
            0.02
            
            
            4.33
                years
            
            $
            0Exercisable
                at May 31, 2008
            
            
            320,688,154
            
            $
            0.03
            
            
            3.94
                years
            
            $
            0




5.
            WARRANT
                DERIVATIVE LIABILITY:




In
      connection with a private placement that commenced on May 11, 2006, NanoSensors
      received $1,729,500 and issued an aggregate of 172,950,000 shares of NanoSensors
      Common Stock and warrants to purchase 172,950,000 shares of NanoSensors Common
      Stock to the investors. In addition, the Company issued 34,590,000 Unit Warrants
      to the selling agents (which, on a fully-diluted basis, would result in the
      issuance of an aggregate of 69,180,000 shares of NanoSensors Common Stock upon
      exercise) and paid commissions to the selling agents of $172,950. The securities
      issued were offered and sold in reliance upon the exemption from registration
      set forth in Section 4(2) thereof and Regulation D, promulgated under the
      Securities Act. The Company believes that the investors and the selling agent
      are “accredited investors,” as that term is defined in Rule 501(a) promulgated
      under the Securities Act. The resale of the shares of NanoSensors Common Stock
      issued upon closing and issuable upon exercise of the warrants, were covered
      by
      a Registration Statement on Form SB-2, which was declared effective by the
      SEC
      on December 19, 2006, and is no longer effective. At the present time, these
      shares of NanoSensors Common Stock and the shares of NanoSensors Common Stock
      issuable upon the exercise of the warrants can be sold only pursuant to Rule
      144
      under the Securities Act or another exemption from registration under the
      Securities Act.


-
          11
          -





The
      Company accounted for the warrants issued to the investors and the agent as
      follows: Under provisions of Statement of Financial Accounting Standards No.
      133, Accounting for Derivative Instruments and Hedging Activities, an embedded
      conversion option should be bifurcated and accounted for separately as a
      derivative instrument, unless the specific requirements for equity
      classification of the embedded conversion option, as stated in EITF 00-19 are
      met. EITF 00-19 provides that an equity classification is appropriate if the
      settlement criteria set forth therein for such classification are met and that
      the additional conditions necessary for equity classification, set forth
      therein, are also met. Since the liquidated damages under the registration
      rights agreement executed in connection with the 2006 private placement could
      in
      some cases exceed a reasonable discount for delivering unregistered shares,
      these warrants have been classified as a liability until the earlier of the
      date
      on which the warrants are exercised or they expire, as required per paragraphs
      14 to 18 of EITF 00-19. Further, in accordance with EITF 00-19, the Company
      has
      allocated a portion of the offering proceeds to the warrants based on their
      fair
      value.




The
      Company initially valued the warrants under the Black-Scholes option pricing
      model with the following assumptions: an expected life equal to the remaining
      contractual term of the warrants (five years); no dividends; a risk free rate
      of
      4.95%,****which
      equals the 5-year yield on Treasury bonds at constant (or fixed) maturity;
      and
      volatility of 201%.





EITF
      00-19 also requires that the Company revalue the warrants as derivative
      instruments periodically in order to compute the value in connection with
      changes in the underlying stock price and other assumptions, with the change
      in
      value recorded as interest expense or interest income. Upon the earlier of
      the
      warrant exercise date or its expiration date, the warrant liability will be
      reclassified into stockstockholders’ equity. Until that time, the warrant
      liability will be recorded at fair value based on the methodology described
      above. Changes in the fair value during each period will be recorded as other
      income or other expense. As of May 31, 2008, the investor warrants to purchase
      172,950,000 shares of NanoSensors Common Stock and the agent warrants to
      purchase 69,180,000 shares of NanoSensors Common Stock were revalued and the
      change in the fair value of these warrants from their value as of November
      30,
      2008 of $553,440 to $0 (valued as of May 31, 2008) created Other Income of
      $553,440.




6.
            STOCKHOLDERS’
                EQUITY:





*Preferred
      Stock*





The
      Company is authorized to issue 20,000,000 shares of series (“blank check”)
      Preferred Stock. The Board of Directors is vested with power to issue shares
      of
      Preferred Stock in series and to fix and determine the relative rights and
      preferences of the shares of any such series, including its dividend, conversion
      rate, voting rights, redemption price, maturity date and similar
      characteristics, without the obtaining approval of the stockholders. The only
      outstanding series of Preferred Stock is the NanoSensors Series A Preferred
      Stock, comprising 10,000 shares, issued to the former holders of Cuchulainn
      common stock in the Merger.




7.
            RELATED
                PARTY TRANSACTIONS:





*Dr.
      Wong, Former Chairman and Chief Executive Officer of
      NanoSensors*





As
      of the
      balance sheet date, accounts and advances payable to related parties were
      $3,063, which represents the unpaid amount owed to Dr. Wong, the Company’s
      former Chairman and Chief Executive Officer, in connection with the separation
      agreement that the Company entered into with him on September 9,
      2007.





*License
      Agreement with WG Group, Inc. ("WG")*





WG
      Group,
      Inc. (“WG”) was formerly named “Plus 44 Holdings, Inc.” As a result of the
      Merger, the Company acquired the software license and services agreement between
      Cuchulainn and WG. The license agreement that WG granted to Cuchulainn
      grants it the right to use and develop Internet games, products and
      services on a non-exclusive, worldwide basis. Pursuant to this license
      agreement, the Company will pay WG royalties based upon a percentage of the
      adjusted gross sales derived from the Service. In addition, the Company will
      be
      obligated to pay WG a monthly minimum payment once the Company starts operating
      the Service. Prior to the Merger, Cuchulainn and WG entered into an amendment
      to
      the license agreement. Pursuant to this amendment, WG agreed to take reasonable
      efforts to cause the “Go-Live Date,” as that term is defined in the license
      agreement, to occur during the second calendar quarter of 2008, and Cuchulainn
      paid an additional fee of $150,000 to WG representing its fees and costs of
      such
      efforts. As of the filing date, the Company estimates that it will be able
      to start marketing the Service in the third or fourth calendar quarter
      of 2008, if it is successful in raising additional capital.





A
      number
      of former stockholders of Cuchulainn who are now stockholders of the Company
      are
      also significant stockholders of WG, including William Levy, who is a director
      of the Company. (See Note 9 – Significant Events: Election of Three New
      Directors and General Counsel.)




-
          12
          -


*Meyers
      Associates and Mr. Bruce Meyers*





Meyers
      Associates and Mr. Bruce Meyers, who is the general partner of Meyers
      Associates, owned as of March 12, 2007, 23,400,000 shares of NanoSensors Common
      Stock, according to Amendment No. 3 to a Schedule 13D filed by them. In
      addition, Mr. Meyers was a stockholder in Cuchulainn and in the Merger received
      NanoSensors Preferred Shares having the voting power of, and convertible into,
      93,035,794 shares of NanoSensors Common Stock. Accordingly, Mr. Meyers and
      Meyers Associates beneficially owned 4.8% of the voting power of NanoSensors
      following the closing of the Merger. Meyers Associates also served as financial
      advisor to Cuchulainn in connection with its 2007 private placement and received
      a financial advisory fee in the amount of $50,000 (including legal fees and
      expenses) from Cuchulainn in November 2007. The Company had previously engaged
      Meyers Associates as its financial advisor, as disclosed in the Company’s prior
      periodic reports filed pursuant to the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”).





*Panalaw
      and Mr. Barry Miller*





In
      2007,
      Panalaw, Inc. (“Panalaw”), a corporation in which Mr. Miller is the sole
      stockholder, rendered approximately $30,000 in legal services to Cuchulainn
      prior to the Merger. In 2008, Panalaw rendered $57,000 in legal services to
      the
      Company and Cuchulainn. Approximately $60,000 in cash has been paid to Panalaw
      with respect to the foregoing legal services, leaving a balance of approximately
      $41,925 due to Panalaw. It is expected that balance owed by the Company, as
      well
      as that owed by Cuchulainn, will be paid by the Company, for its account and
      as
      successor in interest to Cuchulainn, in shares of NanoSensors Common
      Stock.




Commencing
      as of April 1, 2008, Panalaw will receive a monthly fee of $10,000 in connection
      with legal and other services to be rendered to the Company. One-half of this
      fee will be paid in cash and the balance in shares of NanoSensors Common Stock.
      The Company and Panalaw intend to execute, but have not yet formalized, a
      written agreement respecting these services. (See Note 9 – Significant
      Events: Election of Three New Directors & General Counsel.)




8.
            COMMITMENTS
                AND CONTINGENCIES:





The
      following table lists the future payments required on the Company’s employment
      agreement commitments at May 31, 2008:




Fiscal
      Year Ended November 30




**Obligations**
            
            **2008**
            
            **2009**Employment
                Agreements
            
            $
            60,000
            
            $
            90,000**Totals**
            
            **$**
            **60,000**
            
            **$**
            **90,000**




9.
            SIGNIFICANT
                EVENTS:




*Letter
      of Intent for Acquisition of The Gaming Network, A.G. & Bridge
      Loan*





See
      Note
      1.





*Election
      of Three New Directors and General Counsel*




On
      May 1,
      2008, the sole director of the Company appointed three new directors, namely,
      Thomas Hendren, William Levy and Barry J. Miller. As a result, the total number
      of directors was increased to four. The Board also appointed Mr. Miller to
      the
      offices of General Counsel and Secretary of the Company. Biographical material
      respecting these persons appears in the Company’s Current Report on Form 8-K
      filed on May 6, 2008. The election of Messrs. Hendren and Levy as directors
      was
      contemplated by the Merger Agreement. The Company disclosed that Messrs. Hendren
      and Levy were intended to become directors of the Company following the
      effective date of the Merger on its Schedule 14F-1 filed with the SEC on
      December 17, 2007, and in its reports filed with the SEC after the consummation
      of the Merger.




Except
      as
      disclosed herein (i) there are no arrangements or understandings between the
      Company and any of Messrs. Hendren, Levy and Miller, and (ii) there have been
      no
      transactions and are no currently proposed transactions to which the Company
      or
      any of its subsidiaries were or is a party in which any of Messrs. Hendren,
      Levy
      or Miller has a material interest and which are required to be disclosed
      pursuant to Item 404(a) of Regulation S-B.




On
      May 1,
      2008, Mr. Hendren was granted an option to purchase 2,000,000 shares of
      NanoSensors Common Stock, with 50% thereof vesting on the first anniversary
      of
      the grant date and 50% vesting on the second anniversary. These options are
      exercisable at a price of $0.0027 per share, the fair market value on the date
      of grant, and expire 10 years from the date of grant. Mr. Hendren, as a
      non-employee director, will also be entitled to receive additional compensation
      in accordance with the Company’s director compensation policy, as described in
      the Company’s 2007 Form 10-KSB. Pursuant to this policy, as now in effect, Mr.
      Hendren will be paid an annual retainer of $18,000, payable in equal quarterly
      installments of $4,500; provided, however, that for the initial quarter in
      which
      he commenced service on the Board, he received a prorated fee of $1,500 for
      such
      quarter based on the date that his service as a director commenced.




-
          13
          -





Although
      Mr. Levy is a non-executive member of the Board of Directors, he will not
      receive the annual retainer paid to a non-executive director or the grant of
      an
      option to purchase shares of the Company’s Common Stock under the 2006 Plan,
      inasmuch as he has received and will continue to receive indirect compensation
      from the Company. Impact Entertainment LLC (“Impact”), of which Mr. Levy is the
      sole member, has an oral arrangement to provide services to the Company pursuant
      to which Impact is being paid $8,333 per month. One-half of such fees
      ($4,166.50) are reimbursed to the Company by WG Group, Inc. (“WG”). Mr. Levy is
      also President of WG. This arrangement can be terminated at any time by either
      party.




As
      a
      result of the Merger under which the Company acquired Cuchulainn, the Company
      acquired the software license and services agreement between Cuchulainn and
      WG,
      of which Mr. Levy is President. Under this license agreement, WG granted to
      Cuchulainn the right to use and develop Internet games, products and services
      on
      a non-exclusive, worldwide basis. Pursuant to this license agreement, the
      Company will pay WG royalties based upon a percentage of the adjusted gross
      sales derived from the Company’s online based video console game wagering
      service (“Service”) once the Service begins operating. In addition, the Company
      will be obligated to pay WG a monthly minimum payment once it starts operating
      the Service. Prior to the Merger, Cuchulainn and WG entered into an amendment
      to
      the license agreement. Pursuant to this amendment, WG agreed to take reasonable
      efforts to cause the “Go-Live Date,” as that term is defined in the license
      agreement, to occur during the second calendar quarter of 2008, and Cuchulainn
      paid an additional fee of $150,000 to WG representing its fees and costs of
      such
      efforts. As of the filing date, the Company estimates that it will be able
      to start marketing the Service in the third or fourth calendar quarter
      of 2008, if it is successful in raising additional capital. (See Note 7 –
Related Party Transactions: License Agreement with WG Group, Inc.)




As
      General Counsel and Secretary of the Company, Mr. Miller is deemed a
      non-executive director and is not eligible for any grant of options to
      non-executive directors under the 2006 Plan. Mr. Miller is also not eligible
      for
      any annual retainer pursuant to the Company’s director compensation policy. (See
      Note 7 – Related Party Transactions: Panalaw & Mr. Barry
      Miller.)





Following
      the completion of the Merger under which the Company acquired Cuchulainn, all
      shares of Cuchulainn common stock were converted into 10,000 NanoSensors
      Preferred Shares. Under the terms of NanoSensors Preferred Shares, each
      NanoSensors Preferred Share for voting purposes is equal to, and will be
      converted into, 199,604.068 shares of NanoSensors Common Stock. NanoSensors
      Preferred Shares and NanoSensors Common Stock vote together as a single class
      except that NanoSensors Preferred Shares are entitled to vote as a separate
      class in respect of certain matters. Based upon the foregoing, Mr. Hendren
      is
      deemed beneficially to own 56,385,330 shares of NanoSensors Common Stock (2.33%)
      and Mr. Levy is deemed beneficially to own 87,397,261 shares of NanoSensors
      Common Stock (3.61%). Mr. Miller does not own any NanoSensors Preferred Shares
      or NanoSensors Common Stock as of the date hereof.





10.
            SUBSEQUENT
                EVENT:





*Preliminary
      Information Statement*





On
      June
      24, 2008, the Board of Directors of the Company approved the Reverse Split,
      the
      Reduction of Authorized Shares, the Increase of Plan Shares and the Change
      of
      Corporate Name.





On
      June 26, 2008, the Company received written consents in lieu of a meeting
      of stockholders (the “Consent”), given in accordance with Section 78.320(2) of
      the Nevada General Corporate Law (“NGCL”), from the holders of 1,224,576,646
      votes, constituting 50.6% of the 2,417,863,350 votes entitled to be cast by
      the
      holders of all of the total issued and outstanding shares of Voting
      Stock, approving the following matters, thereby authorizing the Company to
      implement them:





(i)
            to
                effect a reverse stock split of all issued and outstanding shares
                of the
                NanoSensors Common Stock on the basis of 1 new share -for each 100
                outstanding shares (the “Reverse Split”), such that each 100 shares of
                outstanding NanoSensors Common Stock would be reduced to 1 share
                of
                NanoSensors Common Stock and to file an amendment to the Company
’s
                Articles necessary to effect the Reverse
                Split;





(ii)
            to
                reduce, after giving effect to the Reverse Split, the authorized
                number of
                shares of NanoSensors Common Stock from 950,000,000 to 450,000,000
                shares
                (the “Reduction of Authorized Shares”), and to file an amendment to the
                Articles necessary to effect the Reduction of Authorized
                Shares;





(iii)
            to
                increase, after giving effect to the Reverse Split, the number of
                shares
                of NanoSensors Common Stock authorized to be issued under the 2006
                NanoSensors Equity Incentive Plan from 800,000 shares to 8,000,000
                shares
                of NanoSensors Common Stock (the “Increase of Plan Shares”);
                and





(iv)
            to
                change the corporate name of the Company to “TGN, Inc.” (the “Change of
                Corporate Name”) and to file an amendment to the Articles as necessary to
                effect such Change of Corporate
                Name.





Since
      the
      Consent is sufficient for the taking of the Actions, the consents of
      stockholders other than those who signed the Consent are not required and are
      not being solicited in connection with the approval of the Actions.





On
      June
      27, 2008, the Company filed a Preliminary Information Statement relating to
      the
      Actions with the SEC. Under the rules of the SEC, the Actions may not be
      effectuated for 20 days after a definitive Information Statement is distributed
      to the stockholders of the Company.




-
          14
          -




**FACTORS
      THAT MAY AFFECT FUTURE RESULTS**





*This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act, and Section 21E of the Exchange Act. These forward-looking
      statements include, but are not limited to, statements concerning the Company’s
      plans to continue development of its current product candidates; address certain
      markets; engage third-party manufacturers; and evaluate additional product
      candidates for subsequent commercial development. In some cases, these
      statements may be identified by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
or “continue,” or the negative of such terms and other comparable terminology.
      Although the Company believes that the expectations reflected in the
      forward-looking statements contained herein are reasonable, it cannot guarantee
      future results, levels of activity, performance or achievements. These
      statements involve known and unknown risks and uncertainties that may cause
      the
      Company’s or its industry’s results, levels of activity, performance or
      achievements to be materially different from those expressed or implied by
      forward-looking statements. Factors that may cause or contribute to such
      differences include, among other things, those discussed under the captions
      “Business,” “Risk Factors” and “Management’s Discussion and Analysis of
      Financial Condition and Results of Operation - Plan of Operation” in the
      Company’s reports and registration statements filed with the
      SEC.*




Unless
      the context requires otherwise, references in this Quarterly Report to “the
      Company” refers to NanoSensors, Inc.




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





*This*  *Management’s
      Discussion and Analysis of Financial Condition and Results of Operations should
      be read together with the Company’s financial statements and related notes
      included elsewhere in this Quarterly Report on Form 10-QSB. This Quarterly
      Report on Form 10-QSB, including the following discussion, contains trend
      analysis and other forward-looking statements within the safe harbor provisions
      of the Private Securities Litigation Reform Act of 1995. Any statements in
      this
      Quarterly Report on Form 10-QSB that are not statements of historical facts
      are
      forward-looking statements. These forward-looking statements are based on a
      number of assumptions and involve risks and uncertainties. Actual results may
      differ materially from those set forth in such forward-looking statements as
      a
      result of factors set forth elsewhere in this Quarterly Report on Form
      10-QSB.*





*Certain
      of these risks are set forth under “Risk Factors” in the Company’s Annual Report
      on Form 10-KSB and its periodic reports filed with the SEC. The Company’s
      expectations, beliefs and projections are expressed in good faith and are
      believed by it to have a reasonable basis, including without limitation,
      management’s examination of historical operating trends, data contained in the
      Company’s records and other data available from third parties. There can,
      however, be no assurance that management’s expectations, beliefs or projections
      will result or be achieved or accomplished. Accordingly, to the extent that
      this
      Quarterly Report contains forward-looking statements regarding the financial
      condition, operating results, business prospects or any other aspect of the
      Company, its actual financial condition, operating results and business
      performance may differ materially from that projected or estimated in
      forward-looking statements.*





**Overview**





On
      January 17, 2008, the Company completed its acquisition of Cuchulainn, a
      privately held Panamanian corporation, through the merger of Cuchulainn with
      and
      into the wholly-owned subsidiary of the Company, Acquisition. The Company was
      originally organized for the purpose of developing and marketing sensors to
      detect explosives, chemicals and biological agents. In September 2007, however,
      the board of directors decided to cease further operations and to redeploy
      the
      Company’s remaining assets. In the Merger, Cuchulainn became a wholly-owned
      subsidiary of NanoSensors. As a result, Cuchulainn succeeded NanoSensors as
      the
      reporting registrant through its wholly-owned subsidiary. For accounting
      purposes, the Merger was treated as a reverse acquisition with Cuchulainn being
      the accounting acquirer. Therefore, the Company’s historical financial
      statements reflect those of Cuchulainn.





As
      a
      result of the Merger, NanoSensors adopted the business plan of Cuchulainn.
      Cuchulainn has licensed technology and other intellectual property in order
      for
      it to operate an online-based video console game wagering service (the
“Service”). The Service enables gamers to compete against other gamers and to
      place wagers on the outcomes of their games. The outcome of the game play will
      be determined predominantly upon the skill of the individual participant. The
      Service will cater to an international community of gamers that plays video
      games and places wagers online. Prior to commencing operation of the Service,
      the Company will need to raise additional capital.





From
      December 1, 2007, through May 31, 2008, the Company did not generate any revenue
      from operations. As the Company does not expect to generate meaningful revenues
      or profits until the consummation of the merger with TGNAG, if it occurs, or
      over the next fiscal year if the merger does not occur, management of cash
      flow
      is extremely important.





-
          15
          -





*Need
      for Additional Capital*





The
      Company will require additional capital if it is to be able to implement its
      plans and continue to be a going concern. See Note 1 to the Consolidated
      Financial Statements.





*Letter
      of Intent for Acquisition of The Gaming Network A.G. and Bridge
      Loan*




On
      May 9,
      2008, the Company signed the Letter of Intent to acquire all of the issued
      and
      outstanding shares of TGNAG, a privately owned Panamanian corporation. For
      a
      discussion of the Letter of Intent and the transactions contemplated thereby,
      see Note 1 to the Financial Statements.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants discuss their “critical
      accounting policies” in management’s discussion and analysis of financial
      condition and results of operations. The SEC indicated that a “critical
      accounting policy” is one that is both important to the portrayal of a
      registrant’s financial condition and results and that requires management’s most
      difficult, subjective or complex judgments. Such judgments are often the result
      of a need to make estimates about the effect of matters that are inherently
      uncertain. The Company currently believes the following accounting policies
      to
      be critical:





*Development
      Stage Company*





NanoSensors
      is considered to be in the development stage as defined in Statement of
      Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting by
      Development Stage Enterprises." NanoSensors has devoted substantially all of
      its
      efforts to business planning, research and development, recruiting management
      and technical staff, acquiring operating assets and raising
      capital.





*Accounting
      for Warrants and Freestanding Derivative Financial Instruments*





The
      Company evaluates its warrants and other contracts to determine whether those
      contracts or embedded components of those contracts qualify as derivatives
      to be
      separately accounted for under Statement of Financial Accounting Standards
      133
“Accounting for Derivative Instruments and Hedging Activities” (“FAS
      133”) and related interpretations including EITF 00-19 “Accounting for
      Derivative Financial Instruments Indexed to, and Potentially Settled in, a
      Company’s Own Stock” (“EITF 00-19”).  If the warrant is determined to be a
      derivative, the fair value is marked-to-market each balance sheet date and
      recorded as a liability. The change in fair value of the warrant is recorded
      in
      the Statement of Operations as other income or expense. Upon conversion or
      exercise of a derivative instrument, the instrument is marked to fair value
      at
      the conversion date and then that fair value is reclassified to equity. Equity
      instruments that are initially classified as equity that become subject to
      reclassification under FAS 133 are reclassified as liabilities at the fair
      value
      of the instrument on the reclassification date. In the event that a warrant
      is
      determined to be equity, no value is assigned for financial reporting
      purposes.





The
      valuation of the warrant liability is based on a Black-Scholes option pricing
      model, and may vary significantly based on factors such as the exercise price,
      remaining time left to exercise the warrants, recent volatility (change) in
      the
      price of NanoSensors Common Stock, risk free interest rate and the market price
      of NanoSensors Common Stock.





*Deferred
      Tax Assets and Tax Liabilities*





The
      Company’s deferred tax assets are primarily a result of deductible temporary
      differences arising from net operating loss carry-forwards which are available
      to reduce taxable income in future periods. A considerable amount of judgment
      is
      required in estimating the amount of deferred tax assets to recognize in the
      financial statements. In determining whether or not a valuation allowance is
      required, the Company must consider, among other things, historical results
      for
      both book and tax purposes and expectations of future book and taxable
      income.





The
      Company is directly responsible for federal, state and local tax audit issues.
      While it is often difficult to predict the final outcome or the timing of the
      resolution of tax issues, the Company establishes tax reserves based on
      estimates of additional taxes and interest due with respect to certain positions
      that may not be sustained upon review by tax authorities. The Company adjusts
      these reserves in light of changing facts and circumstances, including the
      results of tax audits and changes in tax law. The Company has not recorded
      any
      tax reserves as of May 31, 2008.





*Accounting
      for Stock Options*





The
      Company has adopted SFAS 123(R), which requires it recognize compensation
      expense in its financial statements for the fair value of stock options that
      it
      issues. Both SFAS 123 and SFAS 123(R) require management to make
      assumptions regarding the expected life of the options, the expected liability
      of the options and other items in determining estimated fair value. Changes
      to
      the underlying assumptions may have significant impact on the underlying value
      of the stock options, which could have a material impact on the Company’s
      financial statements.





-
          16
          -





**Results
      of Operations for the Three Months Ended May 31, 2008**





For
      the
      three-month period ended May 31, 2008, the Company did not have sales, as it
      is
      still in the development stage.





General
      and administrative expenses for the period totaled $122,764. These expenses
      consisted primarily of salaries paid to officers, employees and consultants,
      along with rent and professional fees as a result of being a public reporting
      company





Depreciation
      and amortization expense for the period totaled $416.





For
      this
      period, other income was $553,440, interest expense was ($63) and interest
      income was $90. Other income was related to the change in the fair value of
      warrant liability which is a non-cash item for the warrants that were issued
      to
      investors and placement agents in the Company’s 2006 private placement. (See
      Note 5 – Warrant Derivative Liability to the Financial
      Statements.)





Net
      income for the period was $430,287. Excluding the amount of the change in fair
      value of warrant liabilities during the period, the Company would have incurred
      a net loss of $123,153.





**Results
      of Operations for the Six Months Ended May 31, 2008**





For
      the
      six-month period ended May 31, 2008, the Company did not have sales, as it
      is
      still in the development stage.





General
      and administrative expenses for the period totaled $536,171. These expenses
      consisted primarily of fees paid to modify the technology that were licensed
      from WG, salaries paid to officers, employees and consultants, along with rent
      and professional fees as a result of the transaction with Cuchulainn and being
      a
      public reporting company





Depreciation
      and amortization expense for the period totaled $694.





For
      the
      period, other income was $553,440, interest expense was $209 and interest income
      was $3,343. Other income is related to the change in the fair value of warrant
      liability which is a non-cash item for the warrants that were issued to
      investors and placement agents in the Company’s 2006 private placement. (See
      Note 5 – Warrant Derivative Liability to the Financial
      Statements.)





Net
      income for the period was $19,709. Excluding the amount of the change in fair
      value of warrant liabilities during the period, the Company would have incurred
      a net loss of $533,731.




**Liquidity
      and Capital Resources at May 31, 2008**





To
      date,
      the Company has relied on financing from investors and companies that it is
      in
      the process of acquiring to support its operations. As of May 31, 2008, it
      had
      unrestricted cash on hand of $74,553, as compared with $564,996 at November
      30,
      2007. The Company’s cash on hand was received under a bridge loan that it
      received from TGNAG on May 12, 2008. (See Note 1 – Organization to
      Financial Statements.)





The
      Company had a working capital deficit of $530,762 at May 31, 2008 and working
      capital of $538,612 at November 30, 2007. The Company has funded its business
      throughout the development stage primarily through equity investments from
      accredited investors.





The
      following is a summary of the Company’s cash flows from operating, investing,
      and financing activities for the periods presented:





***Six months ended
                May 31,***
              **2008****Operating
                activities**
            
            $
            (597,010
            )**Investing
                activities**
            
            
            6,567**Financing
                activities**
            
            
            100,000**Net
                effect on cash**
            
            $
            (490,443
            )




-
          17
          -





**Six
      Months Ended May 31, 2008**




Net
      cash
      used in operating activities was $597,010 for the six-month period ended May
      31,
      2008, primarily attributable to professional service and software development
      fees of $180,430 and $150,873, respectively, and the net income adjusted for
      non-cash items (stock based compensation expense of $86,479 and fair value
      of
      warrant liability income of $553,440), and an increase in accounts payable
      and
      accrued expenses of $152,105 as a result of the reverse merger with
      Cuchulainn.





Net
      cash
      received from investing activities of $6,567 was due to cash acquired in the
      reverse merger.





Net
      cash
      provided by financing activities was $100,000, which were the proceeds of the
      bridge loan provided by TGNAG. (See Note 1 – Organization to the Financial
      Statements.)




The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. During the six-month period
      ended May 31, 2008, the Company had net income of $19,709. Excluding the amount
      of the change in fair value of warrant liabilities during the six month period
      ended May 31, 2008, net loss was $533,731. The Auditor’s Report in the Company’s
      Annual Report on Form 10-KSB for the year ended November 30, 2007, states that
      due to a history of operating losses, as the Company has not yet commenced
      commercial operations and based on its needs for additional funds in Fiscal
      2008
      for its planned activities and to service debt, there is a substantial doubt
      about its ability to continue as a going concern. See Note 2 of Notes to 2007
      Financial Statements.




To
      date,
      the Company has not invested in derivative securities or any other financial
      instruments that involve a high level of complexity or risk. The Company plans
      to invest any excess cash in investment grade interest bearing
      securities.





**Plan
      of Operation**  ****





Management
      believes the Company will be able to meet working capital requirements with
      the
      cash on hand as of June 15, 2008, for only the following 30 days without any
      revenues and/or additional funding. As described in this Quarterly Report and
      in
      greater detail in Item 1 of the Company’s 2007 Form 10-KSB, the Company is
      developing a Service that enables gamers to compete against other gamers and
      to
      place wagers on the outcomes of their games. Prior to commencing operation
      of
      the Service, the Company will need to raise additional financing. If the Company
      is successful in raising additional financing, it expects to be able to start
      marketing the Service during the third or fourth calendar quarter of 2008.
      For a
      discussion of the Company’s needs for additional capital and its plans to raise
      it, see Note 2 – Going Concern to Financial Statements.





As
      a
      result of the Merger, the Company acquired the software license and services
      agreement between Cuchulainn and WG. The license agreement that WG granted
      to
      Cuchulainn grants the Company the right to use and develop Internet games,
      products and services on a non-exclusive, worldwide basis. Pursuant to this
      license agreement, the Company will pay WG royalties based upon a percentage
      of
      the adjusted gross sales derived from the Service. In addition, the Company
      will
      be obligated to pay WG a monthly minimum payment once the Service begins to
      operate. (See Note 7 - Related Party Transactions: License Agreement with
      WG Group, Inc. to Financial Statements.) Accordingly, the Company will need
      to
      raise additional funds from debt or equity funding sources in order to develop
      and market the Service. (See Note 2 - Going Concern to Financial Statements.)
      If
      additional funds are required earlier than anticipated, there can be no
      assurance that the Company will be able to obtain such funds, if at all, and
      on
      a basis deemed acceptable to the Company.





The
      Company will take appropriate actions and reduce its product and technology
      development to match available funds. Other than the funds the Company acquired
      as a result of the Merger and the bridge loan from TGNAG, it has have relied
      solely upon selling equity securities in private placements to generate cash
      to
      implement its plan of operations which is to establish and operate the Service.
      The Company will need to raise additional funds from debt or equity funding
      sources in order to develop and market the Service. (See Note 2 – Going
      Concern to Financial Statement.) Further, if expenditures required to achieve
      the Company’s plans are greater than projected the Company will need to raise a
      greater amount of funds than currently anticipated or reduce its developmental
      activities.





Except
      for employment agreements (See Note 8 – Commitments and Contingencies to
      Financial Statements), the Company has no significant commitments for
      expenditures. In view of the Company’s limited cash position and the early stage
      of its development, there is no assurance that it will perform in accordance
      with its plan of operation or that it will continue as a going
      concern.





The
      Company expects that its operating and administrative expenses will increase,
      primarily in travel, salary and fees paid to outside consultants and
      professional service firms. The increased travel will be required as the Company
      increases its efforts to market the Service.





The
      Company’s funding requirements will depend on numerous factors,
      including:





·
            the
                scope and results of product development activities;·
            potential
                acquisition or in-licensing of other product candidates, commercial
                products or technologies;




-
          18
          -





·
            the
                cost of manufacturing activities for product candidates;
                and·
            The
                Company’s ability to establish and maintain additional collaborative
                arrangements.





Marketing
      costs are expected to increase in the future as the Company introduces and
      promotes the Service to the gaming community both in the United States and
      abroad.




As
      of the
      balance sheet date, there were no significant commitments for capital
      expenditures In view of the Company’s early stage of development, there is no
      assurance that it will perform in accordance with its plan of operation, that
      it
      will continue as a going concern or that it will ultimately achieve profitable
      operations.




**Off-Balance
      Sheet Arrangements**





The
      Company had no off-balance sheet arrangements as of May 31, 2008.




**ITEM
      3. CONTROLS AND PROCEDURES**





*Disclosure
      Controls*





Management,
      including the Company’s Interim Chief Executive Officer and Interim Chief
      Financial Officer, has evaluated the effectiveness of the Company’s disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) as of the end of the period covered by this report. Based upon that
      evaluation, the Interim Chief Executive Officer and Interim Chief Financial
      Officer concluded that the disclosure controls and procedures were effective
      to
      provide reasonable assurance that information required to be disclosed in the
      reports that the Company files under the Exchange Act is (i) recorded,
      processed, summarized and reported as and when required and (ii) accumulated
      and
      communicated to management, including the principal executive officer and
      principal financial officer, as appropriate to allow timely discussions
      regarding disclosure. In designing and evaluating the disclosure controls and
      procedures, management recognized that any controls and procedures, no matter
      how well designed and operated, can provide only reasonable assurance of
      achieving the desired control objectives, and management is required to apply
      its judgment in evaluating the cost-benefit relationship of possible controls
      and procedures.




*Internal
      Controls*





There
      has
      not been any change in internal control over financial reporting during the
      six
      months ended May 31, 2008, that has materially affected, or is reasonably likely
      to materially affect, internal control over financial reporting. As a
      development stage company with a limited number of employees, the Company will
      continue to implement additional measures in response to specific accounting
      and
      reporting weaknesses, including further personnel and organizational changes
      to
      improve supervision and increased training for finance and accounting
      personnel.




It
      is not
      expected that internal controls over financial reporting will prevent all errors
      or all instances of fraud. A control system, no matter how well designed and
      operated, can provide only reasonable, not absolute, assurance that itst
      objectives will be met. Further, the design of a control system must reflect
      the
      fact that there are resource constraints, and the benefits of controls must
      be
      considered relative to their costs. Because of the inherent limitations in
      all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, within its company have
      been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Controls can also be circumvented by the individual acts
      of
      some persons, by collusion of two or more people, or by management override
      of
      the controls. The design of any system of controls is based in part upon certain
      assumptions about the likelihood of future events, and any design may not
      succeed in achieving its stated goals under all potential future conditions.
      Over time, controls may become inadequate because of changes in conditions
      or
      deterioration in the degree of compliance with policies or procedures. Because
      of the inherent limitation of a cost-effective control system, misstatements
      due
      to error or fraud may occur and not be detected.




**PART
      II. OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**





The
      Company is not a party to any legal proceedings.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**





None.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None


-
          19
          -




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





*Preliminary
      Information Statement*





See
      Note
      10 - Subsequent Event to the Financial Statements





**ITEM
      5. OTHER INFORMATION.**





*Letter
      of Intent for Acquisition of The Gaming Network A.G. & Bridge
      Loan*





See
      Item
      2 above “Critical Accounting Policies” and Note 1 – Organization to the
      Financial Statements.





*Election
      of Three New Directors and General Counsel*





See
      Note
      9 – Significant Events to the Financial Statements.




**ITEM
      6. EXHIBITS.**





The
      following exhibits are filed herewith or incorporated by reference.




Incorporated
                by ReferenceExhibit
              Number
            
            Exhibit
                Description
            
            Form
            
            Dated
            
            Exhibit
            
            Filed
                Herewith10.1
            
            Promissory
                Note , dated as of May 9, 2008, of NanoSensors in favor of The Gaming
                Network, A.G.
            
            Form
                8-K
            
            05/13/2008
            
            10.131.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            
            
            
            
            
            
            x31.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            
            
            
            
            
            
            x32.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            
            
            
            
            x32.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            
            
            
            
            x




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**SIGNATURES**





In
      accordance with Section 13 and 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized, on July 15, 2008.





**NANOSENSORS,
                INC.**/s/
                Robert BaronRobert
                BaronInterim
                Chief Executive Officer/s/
                Joshua MoserJoshua
                MoserInterim
                Chief Financial Officer




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