**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 Ended February 29, 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 T 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 filer o
            
            Accelerated
                filer o
            
            Non-accelerated
                filer o
            
            Smaller
                reporting company þ





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). o Yes T 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 April 14, 2008Common
                Stock, $0.001 par value per share
            
            421,822,670
                shares





Transitional
      Small Business Disclosure Format (check one):   o Yes T No















**NANOSENSORS,
      INC.**





**INDEX**


Page(s)**PART
                  I. FINANCIAL INFORMATION****ITEM
                  1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
              3Consolidated
                  Balance Sheets - February 29, 2008 (unaudited) and November 30,
                  2007
                  (unaudited)
              3Consolidated
                  Statements of Operations for the Periodfrom
                    date of inception (July 5, 2007) to February 29, 2008 and the
                    three month
                    period ended February 29, 2008(unaudited)
              4Consolidated
                  Statements of Cash Flows for the Period from date of inception
                  (July 5,
                  2007) to February 29, 2008 andthe
                  three month period ended February 29, 2008 (unaudited)
              5Notes
                  to Consolidated Financial Statements (unaudited)
              6**ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATION**
              14**ITEM
                  3. CONTROLS AND PROCEDURES**
              18**PART
                  II. OTHER INFORMATION****ITEM
                  1. LEGAL PROCEEDINGS**.
              18**ITEM
                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
              18**ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES**
              18**ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
              19**ITEM
                  5. OTHER INFORMATION**
              19**ITEM
                  6. EXHIBITS**
              19Signatures
              20Certifications




-
          2
          -


**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**





**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**




**February
                    29, 2008**
                
                **November
                    30, 2007****ASSETS****CURRENT
                    ASSETS:**Cash
                
                $
                122,013
                
                $
                564,996Other current assets
                
                
                24,671
                
                
                —**TOTAL
                    CURRENT ASSETS**
                
                
                146,684
                
                
                564,996Deposit and other assets
                
                
                4,250
                
                
                —**TOTAL
                    ASSETS**
                
                $
                150,934
                
                $
                564,996**LIABILITIES
                    AND SHAREHOLDERS' DEFICIT****CURRENT
                    LIABILITIES:**Accounts payable and accrued expenses
                
                $
                543,908
                
                $
                26,384Accounts payable - related party
                
                
                9,063
                
                
                —Derivative liability from warrants issued
                
                
                553,440
                
                
                —Accrued employee benefits
                
                
                5,346
                
                
                —**TOTAL
                    CURRENT LIABILITIES**
                
                
                1,111,757
                
                
                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
                
                
                (940,640
                )
                
                570,040Deficit
                    accumulated during the development stage
                
                
                (442,016
                )
                
                (31,438
                )(960,823
                )
                
                538,612**TOTAL
                    LIABILITIES AND SHAREHOLDERS' DEFICIT**
                
                $
                150,934
                
                $
                564,996—
                
                
                —




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


-
          3
          -


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**




**Period
                    from Inception**
                
                **Three
                    Months****(July
                    5, 2007) to**
                
                **Ended****February
                    29, 2008**
                
                **February
                    29, 2008****NET
                    SALES**
                
                $
                —
                
                $
                —**OPERATING
                    COSTS**General and administrative expense
                
                
                445,541
                
                
                413,407Depreciation and amortization
                
                
                278
                
                
                278**TOTAL
                    OPERATING COSTS**
                
                
                445,819
                
                
                413,685**LOSS
                    FROM OPERATIONS**
                
                
                (445,819
                )
                
                (413,685
                )**OTHER
                    INCOME (EXPENSE)**Interest expense
                
                
                (146
                )
                
                (146
                )Interest income
                
                
                3,949
                
                
                3,253**LOSS
                    BEFORE INCOME TAXES**
                
                
                (442,016
                )
                
                (410,578
                )Provision
                    for income taxes
                
                
                —
                
                
                —**NET
                    LOSS**
                
                $
                (442,016
                )
                $
                (410,578
                )**BASIC
                    AND DILUTED NET LOSS PER SHARE**
                
                $
                (0.00
                )
                $
                (0.00
                )**WEIGHTED
                    AVERAGE NUMBER OF****COMMON
                      SHARES OUTSTANDING - BASIC AND
                      DILUTED**
                
                
                421,822,670
                
                
                421,822,670
 The
          accompanying notes are an integral part of these consolidated financial
          statements.





-
            4
            -


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Unaudited)**




**Period
                    from Inception**
                
                **Three
                    Months****(July
                    5, 2007) to**
                
                **Ended****February
                    29, 2008**
                
                **February
                    29, 2008****CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net loss
                
                $
                (442,016
                )
                $
                (410,578
                )Adjustment
                    to reconcile net loss to net cash utilized inoperating activities:Depreciation and amortization
                
                
                278
                
                
                278Stock based compensation
                
                
                82,871
                
                
                82,871Change in operating assets and operating liabilities:Other current assets
                
                
                (16,643
                )
                
                (16,643
                )Accounts payable and accrued expenses
                
                
                (79,094
                )
                
                (105,478
                )**Net
                    cash used by operating activities**
                
                
                (454,604
                )
                
                (449,550
                )**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:**Net
                    proceeds from issuance of common stock and warrants
                
                
                570,050
                
                
                —**Net cash provided by financing activities**
                
                
                570,050
                
                
                —**NET
                    INCREASE (DECREASE) IN CASH**
                
                
                122,013
                
                
                (442,983
                )Cash at beginning of period
                
                
                —
                
                
                564,996**CASH
                    AT END OF PERIOD**
                
                $
                122,013
                
                $
                122,013**SUPPLEMENTAL
                    CASH FLOW INFORMATION:****Cash paid during the period for:**Interest
                
                
                3,253
                
                
                3,253
  The
          accompanying notes are an integral part of these consolidated financial
          statements.





-
          5
          -


**NANOSENSORS,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**February
      29, 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 a merger of Cuchulainn with and into Cuchulainn
      Acquisition, Inc. (“Acquisition”), a Panamanian corporation and a wholly-owned
      merger subsidiary of NanoSensors. NanoSensors was organized for the purpose
      of
      developing and marketing of sensors to detect explosives, chemicals and
      biological agents. In September 2007, the NanoSensors board of directors decided
      to cease further operations and to redeploy its remaining assets. In the merger,
      Cuchulainn became a 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 (“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 common shares of
      Cuchulainn common stock were exchanged for 10,000 shares of Series A Preferred
      Stock of NanoSensors calculated as .000565 NanoSensors Series A Preferred Shares
      (“NanoSensors Preferred Shares”) for each share of Cuchulainn common stock.
      NanoSensors Preferred Shares are a new series of the Company’s preferred
      stock which vote on an “as converted” basis together with issued and outstanding
      shares of NanoSensors Common Stock. Each NanoSensors Preferred Share for voting
      purposes is equal to, and will be converted into, 199,604.068 shares of
      NanoSensors Common Stock upon the occurrence of certain events. 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, and as 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 also provided that each warrant 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. The NanoSensors Warrant, however, will not be exercisable prior to
      the
      Company amending its Articles of Incorporation so as to increase the number
      of
      authorized shares of NanoSensors Common Stock or to effect a 100-to-1 reverse
      stock split of NanoSensors Common Stock (“Reverse Stock Split”) as originally
      contemplated in the Merger Agreement following consummation of the Merger. The
      Reverse Stock Split is expected to be completed in the second calendar quarter
      of 2008. At present, the NanoSensors Warrants, when exercisable, will be
      converted into an aggregate of 349,589,046 shares of NanoSensors Common Stock.
      Following the Reverse Stock Split, the NanoSensors Warrants will be convertible
      into an aggregate of 3,495,890 shares of NanoSensors Common Stock and will
      be
      exercisable at a per share price of $0.88676.





Two
      stockholders and nominees of Cuchulainn, William Levy and Tom Hendren, will
      become directors of NanoSensors. Robert A. Baron, currently chairman of the
      Board of Directors and the sole director of the Company and Interim Chief
      Executive Officer of NanoSensors, will remain as a director, and Josh Moser,
      the
      Company’s Interim Chief Financial Officer, Vice President and Chief Operating
      Officer will also continue to be an executive officer of the Company. In
      addition, the Board of Directors intends to elect Barry J. Miller,
      Esq., whose law firm has provided legal services to Cuchulainn prior to the
      Merger, as a director, General Counsel and Corporate Secretary of
      NanoSensors.




-
          6
          -


The
      Merger Agreement also contemplates that subsequent to the closing of the Merger,
      the Board of Directors will consider and approve, and submit to the stockholders
      of NanoSensors for their approval (i) the Reverse Stock 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 400,000,000. The number of authorized shares
      of
      NanoSensors Preferred Stock will remain at 20,000,000.





The
      Company expects that the former holders of Cuchulainn Common Stock who now
      own
      all of the NanoSensors Preferred Shares constituting 82.55% of the voting power
      of the Company will execute a consent to approve the Reverse Stock Split and
      a
      reduction in the authorized shares of NanoSensors Common Stock. If such consent
      is delivered the Company will file with the Securities and Exchange Commission
      (“SEC”)
      and distribute
      to the stockholders of the Company an information statement describing the
      proposed action. If the foregoing consent is delivered to the Company, no
      further action by the stockholders of NanoSensors will be required.




As
      a
      result of the Merger, NanoSensors will adopt 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 outcome 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 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. It is
      still contemplated that NanoSensors will change its corporate name, but no
      determination has been yet made as to the new name or the timing of such
      change.





The
      merger transaction 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 is carried
      forward after the Merger. The results of operations of NanoSensors are included
      in the accompanying Consolidated Statements of Operations from the date of
      merger through February 29, 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 asset
            
            
            4,528Accounts
                payable & accrued expenses
            
            
            (587,376
            )Related
                party payable
            
            
            (50,035
            )Warrant
                liability
            
            
            (
                553,440
            )Net
                Liabilities Assumed
            
            
            ($1,171,728
            )




2.
            GOING
                CONCERN:





The
      Company has incurred recurring operating losses in each of the periods since
      Inception (July 5, 2007) to February 29, 2008, aggregating $442,016 and has
      a
      working capital deficit of $965,073 as of February 29, 2008. Excluding the
      liability for warrants accounted for as a derivative, the net working capital
      deficit is $411,633. 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 the sale of its securities to fund administrative
      costs.





The
      Company will need additional capital for its future planned activity 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 exercising of outstanding warrants, and
      the
      proceeds from additional equity offerings or debt financings.





Since
      the
      Merger, the Company has used substantially all of the proceeds from the
      Cuchulainn private placement that were not utilized to pay the expenses of
      the
      Merger and to sustain its activities. The
      Company will meet working capital requirements with the cash on hand as of
      April
      1, 2008 for only the following 30 days. If the Company does not obtain
      additional capital from equity offerings or debt financing, other sources of
      capital will be needed in order for the Company to complete the development
      of
      its Service. There can be no assurance that such funds, if available at all,
      can
      be obtained on terms reasonable to the Company. If the Company is unsuccessful
      in raising additional capital, it will go out of business.




-
          7
          -




3.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES:





*Basis
      of Presentation*





The
      interim financial information, as of February 29, 2008, for the three-month
      period ended February 29, 2008 and for the cumulative period from inception
      (July 5, 2007) to February 29, 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. We believe that the disclosures made
      are
      adequate to provide for fair presentation. These financial statements should
      be
      read in conjunction with the financial statements and the notes thereto,
      included in the Company's Annual Report on Form 10-KSB for the fiscal year
      ended
      November 30, 2007, previously filed with the SEC.





In
      the opinion of management, all adjustments (which include normal recurring
      adjustments) necessary to present a fair statement of financial position as
      of
      February 29, 2008, and results of operations, statement of shareholders’ deficit
      and cash flows for the three months ended February 29, 2008 and for the
      cumulative period from inception (July 5, 2007) to February 29, 2008 as
      applicable, have been made. The results of operations for the three months
      ended
      February 29, 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 637,820,548 as of
      February 29, 2008. If all of the Company’s outstanding options and warrants, as
      of February 29, 2008, were exercised they would convert into 672,410,549 shares
      of NanoSensors Common Stock.





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 shareholders 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. It 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, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 141R (revised 2007), *Business
      Combinations* ,
      which
      replaces 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.




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          8
          -


SFAS
      No.
      160 Noncontrolling Interests in Consolidated Financial Statements




In
      December 2007, the 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. We are currently assessing the potential
      impact that adoption of SFAS No. 160 would have on our financial
      statements.





SFAS
      No.
      157 Fair Value Measurements




In
      September 2006, the 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, the 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),
      to
      fiscal years beginning after November 15, 2008 and interim periods for those
      fiscal years. We are currently assessing the potential impact that adoption
      of
      this statement would have on our 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.





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 our Common Stock, risk free interest rate and the market price of
      our
      Common Stock.





*Stock-Based
      Compensation Expense*





The
      Company accounts for stock-based compensation under Statement of Financial
      Accounting Standards No. 123 (revised 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 the Company’s previous accounting
      under Accounting Principles Board Opinion No. 25, “Accounting for Stock
      Issued to Employees” (“APB 25”). 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 three months ended
      February 29, 2008 was $82,871, which consisted of stock-based compensation
      expense related to employee and non-employee stock options and warrants.
      Stock-based compensation expense is being recorded as a component of general
      and
      administrative expenses reported in the 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.




-
          9
          -


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. The 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 Employee Awards:**




On
      December 13, 2006, the Company’s stockholders’ approved the NanoSensors Equity
      Incentive Plan (“2006 Equity Incentive Plan”). The 2006 Incentive Plan permits
      the Company to provide a broad range of stock awards to its employees, directors
      and consultants. The 2006 Incentive Plan serves as the Company’s primary equity
      incentive plan for its employees and directors and included an initial reserve
      of 80,000,000 shares of our Common Stock. As of February 29, 2008, the Company
      had 17,754,186 shares available for future issuance and has issued 47,149,842
      options and 15,095,972 restricted shares of our Common Stock to officers,
      employees, consultants and directors.





During
      the quarter ended February 29, 2008 the Company issued 12,528,494 options to
      officers, employees and directors under its 2006 Equity Incentive Plan. Options
      issued during the quarter to officers, employees and directors are as
      follows:




Name
            
            Total
                Amount
            
            Vested
                as of February 29, 2008
            
            Unvested
                as of February 29, 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
            
            
            —
            
            
            1,050,000**Totals**
            
            
            **12,528,494**
            
            
            **11,478,494**
            
            
            **1,050,000**




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 February 29, 2008 and for the
      three
      months ended February 29, 2008 is summarized as follows:





Stock based compensation expense
              
              Inception
                through
                February
                  29,
                2008
              
              Three
                  Months Ended
                February
                  29,
                  2008Employee
                  — general and administrative
              
              $
              82,724
              
              $
              82,724Non-employee
                  - general and administrative
              
              
              147
              
              
              147Total
                  stock based compensation expense
              
              $
              82,871
              
              $
              82,871




The
      weighted average fair value of each employee stock option and warrant granted
      during the three months ended February 29, 2008 was $0.004. As
      of February 29, 2008, there was $10,283 of total unrecognized compensation
      cost
      related to non-vested stock options and warrants.  That cost is expected to
      be recognized over a weighted average period of 8.24 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 our Common Stock and other contributing factors.
      The expected term is the contractual term of the options and
      warrants.





-
          10
          -




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




**Three
                Months Ended**
              **February
                29,**
              **2008**Expected
                volatility
            
            
            151
                - 158
            %Expected
                dividend yield
            
            
            0
            %Risk-free
                interest rate
            
            
            1.87-
                3.89
            %Expected
                term (in years)
            
            
            2
                - 5




During
      the quarter ended February 29, 2008, the Company issued 349,589,046 warrants
      to
      the Cuchulainn shareholders in connection with the Merger (See Note 1), and
      12,528,494 options to directors, officers and employees. The warrants issued
      to
      the Cuchulainn shareholders are not exercisable until the Company amends its
      Articles of Incorporation so as to increase the number of authorized shares
      of
      Common Stock or to effect a reverse stock split. In total, the Company issued
      362,117,540 warrants and options during the quarter.




The
      following table represents all our stock options and warrants granted,
      exercised, and forfeited during the three months ended as of February 29,
      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
            
            $
            0.3
            
            
            4.18
                yearsGranted
            
            
            362,117,540
            
            $
            0.009
            
            
            5.07
                yearsCancelled
            
            
            —
            
            $
            0.00Exercised
            
            
            —
            
            $
            0.00Forfeited/expired
            
            
            (2,000,000
            )
            $
            0.0058Outstanding
                at February 29, 2008
            
            
            672,410,549
            
            $
            0.2
            
            
            4.59
                years
            
            $
            0Exercisable
                at February 29, 2008
            
            
            285,973,157
            
            $
            0.03
            
            
            4.18
                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 our Common
      Stock and warrants to purchase 172,950,000 shares of our 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 our 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 of 1933 (the “Securities
      Act”). The
      Company believes that the investors and the selling agent are “accredited
      investors”, as such term is defined in Rule 501(a) promulgated under the
      Securities Act. The resale of the shares of our Common Stock issued in the
      closing and issuable upon exercise of warrants, are covered by a Registration
      Statement on Form SB-2, which was declared effective by the SEC on December
      19,
      2006 and as of the filing date is no longer effective (See Note 9 - Significant
      Events - Liquidated Damages). At the present time, these shares of our
      Common Stock and shares issuable upon the exercise of warrants can only be
      sold
      pursuant to Rule 144 under the Securities Act.





The
      Company accounted for the warrants issued to the investors and 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:
      Accounting for Derivative Financial Instruments Indexed to, and Potentially
      Settled in, a Company's Own Stock (“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 the warrants are
      exercised or expire, as required per paragraphs 14 to 18 of EITF 00-19. Further,
      in accordance with EITF 00-19, the Company allocated a portion of the offering
      proceeds to the warrants based on their fair value.




-
          11
          -




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 (four years); no dividends; a risk free rate
      of
      4.24% **** which
      equals the five-year yield on Treasury bonds at constant (or fixed) maturity;
      and volatility ranging between 163% and 168%.





EITF
      00-19 requires that the Company revalue the warrants as a derivative instrument
      periodically 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 or the
      expiration date, the warrant liability will be reclassified into shareholders’
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. Liquidated damages
      under the registration rights agreement will be expensed as incurred and will
      be
      included in non-operating expenses. As of February 29, 2008, the 172,950,000
      investor warrants and the 69,180,000 agent warrants were revalued and the change
      in the fair value of these warrants from their value as of November 30, 2007
      did
      not create any Other Income and Expense.




6.
            SHAREHOLDERS’
                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 authority to issue the
      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
      series of NanoSensors Preferred Stock is the NanoSensors Preferred 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 $9,063
      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") (f/k/a Plus 44 Holdings,
      Inc.)*





WG
      Group,
      Inc. (“WG”) was formerly known as 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 rights 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 we start 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 that are now stockholders of the Company,
      are significant stockholders of WG, including William Levy who will become
      a
      director of the Company.





*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 the Schedule 13D filed by them. In
      addition, Mr. Meyers was a shareholder in Cuchulainn and in the Merger received
      NanoSensors Preferred Shares having the voting power of 93,035,794 shares of
      Common Stock. Accordingly, Mr. Meyers and Meyers Associates beneficially own
      4.8% of the voting power of NanoSensors following the closing of the
      Merger.




-
          12
          -




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) 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 (“Exchange
      Act”).




8.
            COMMITMENTS
                AND CONTINGENCIES:





The
      following table lists the future payments required on the Company’s employment
      agreement commitments at February 29, 2008:





Fiscal
      Year Ended November 30




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




9.
            SIGNIFICANT
                EVENTS:




*Liquidated
      Damages*





The
      Company entered into a registration rights agreement in connection with its
      2006
      Private Placement that raised gross proceeds of $1,729,500. On December 19,
      2006, the Company’s Registration Statement was declared effective by the SEC and
      on or around October 19, 2007 this Registration Statement ceased being effective
      because the Company failed to file a post-effective amendment. The registration
      rights agreement requires the Company to pay the investors in the 2006 private
      placement a penalty of 2% per month (an aggregate monthly amount $34,590) of
      the
      purchase price paid by each Investor up to a maximum of 6 months (the aggregate
      amount for 6 months is $207,540) for this penalty event. The Company at its
      option may, instead of paying cash, issue shares of our Common Stock for
      the 2% penalty based on the five-day average of closing bid price of the
      Company’s Common Stock for five trading days immediately preceding the penalty
      event.





The
      Company does not plan on filing a post-effective amendment. As of the filing
      date, unpaid liquidated damages in the amount of $207,540 is included in
      accounts payable and accrued expenses at February 29, 2008.





*Resignation
      of Director*





On
      December 21, 2007, Mr. Robert Coutu, a non-executive director who joined the
      Company’s board on July 17, 2007, entered into a settlement agreement and
      general release under which he was paid $2,500 as a compromise for all amounts
      previously owed. Simultaneously with the closing of the Merger, Mr. Coutu
      resigned from the Company’s board of directors.




-
          13
          -


**FACTORS
      THAT MAY AFFECT FUTURE RESULTS**





*This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. These forward-looking statements include,
      but
      are not limited to, statements concerning our plans to continue development
      of
      our 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 we believe that the
      expectations reflected in the forward-looking statements contained herein are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. These statements involve known and unknown risks and
      uncertainties that may cause our or our 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 our reports
      and registration statements filed with the SEC.*




Unless
      the context requires otherwise, references in this Quarterly Report to
“NanoSensors”, “the Company”, “we”, “our” and “us” refer to NanoSensors, Inc.





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





*This* M *anagement’s
      Discussion and Analysis of Financial Condition and Results of Operations should
      be read together with our 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 our Annual Report on Form
      10-KSB and our periodic reports filed with the SEC. Our expectations, beliefs
      and projections are expressed in good faith and are believed by us to have
      a
      reasonable basis, including without limitation, management’s examination of
      historical operating trends, data contained in our records and other data
      available from third parties, but there can 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 our Company, please be advised that our actual
      financial condition, operating results and business performance may differ
      materially from that projected or estimated by us in forward-looking
      statements.*





**Overview**





On
      January 17, 2008, we completed our acquisition of Cuchulainn, a privately held
      Panamanian corporation, through a merger of Cuchulainn with and into our
      wholly-owned subsidiary, Acquisition. We were originally organized for the
      purpose of developing and marketing sensors to detect explosives, chemicals
      and
      biological agents. In September 2007, our board of directors decided to cease
      further operations and to redeploy our 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,
      our historical financial statements reflect those of Cuchulainn.





As
      a
      result of the Merger, NanoSensors will adopt 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,
      we
      will need to raise additional capital financing.





From
      December 1, 2007 through February 29, 2008, we did not generate any revenue
      from
      operations. As we do not expect to generate meaningful revenues or profits
      over
      the next fiscal year, management of cash flow is extremely
      important.




-
          14
          -


*Need
      for Additional Capital*





To
      date,
      we have relied solely upon selling equity securities in private placements
      to
      generate cash to implement our plan of operations, which is to establish and
      operate the Service. Prior to commencing operation of the Service, we will
      need
      to raise additional capital. We intend to pursue equity financing alternatives
      or other financing in order to raise needed funds. To raise additional funds,
      we
      intend to either undertake private placements of our securities, either as
      self-offerings or with the assistance of registered broker-dealers, or negotiate
      one or more private sales of our securities to one or more institutional
      investors. However, we currently have no firm agreements with any third parties
      for any financing arrangements and no assurances can be given that we will
      be
      successful in raising additional capital from any proposed financings. Further,
      we cannot assure that any additional financing will be available or, even if
      it
      is available that it will be on terms that are acceptable to us. If we raise
      additional funds by selling shares of Common Stock or convertible securities,
      the ownership of existing shareholders will be diluted. Further, 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 our currently outstanding securities. The inability to obtain required
      financing on sufficiently favorable terms could have a material adverse effect
      on our business, results of operations and financial condition. If we are
      unsuccessful in raising additional capital, we will go out of business. Further,
      if expenditures required to achieve our plans are greater than projected we
      will
      need to raise a greater amount of funds than currently anticipated. Due to
      our
      need to generate additional working capital, our accountants issued a qualified
      report on our financial statements as of and for the fiscal year ended November
      30, 2007, which raises substantial doubt about our ability to continue as a
      going concern. See “Report of Independent Registered Public Accounting Firm” and
      the notes to our 2007 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. We currently believe 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 a warrant is determined to be a
      derivative, its fair value is marked to market each balance sheet date and
      is
      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 an 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 our Common Stock, risk free interest rate and the market price of
      our
      Common Stock.





*Deferred
      Tax Assets and Tax Liabilities*





Our
      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,
      we
      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 February 29, 2008.





*Accounting
      for Stock Options*





We
      adopted SFAS 123(R), which requires us to recognize compensation expense in
      our
      financial statements for the fair value of stock options we issue. 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 our financial
      statements.




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          15
          -


**Results
      of Operations for the Three Months Ended February 29, 2008**





For
      the three month period ended February 29, 2008 we did not have sales as the
      Company is still in the development stage. During the three month period ended
      February 29, 2008, our total operating costs were $413,685. These resulted
      primarily from salaries, software development and professional service fees
      (legal and accounting) in connection with our transaction with
      Cuchulainn.





General
      and administrative expenses for the three month period ended February 29, 2008
      totaled $413,407. These expenses consisted primarily of fees paid to modify
      the
      technology we licensed from WG, salaries paid to officers, employees and
      consultants, along with rent and professional fees as a result of our
      transaction with Cuchulainn and being a public reporting company





Depreciation
      and amortization expense for the three month period ended February 29, 2008
      totaled $278.





For
      the three month period ended February 29, 2008 we had interest expense of ($146)
      and interest income of $3,253.





Net
      loss
      for the three month period ended February 29, 2008 was $410,578.




**Liquidity
      and Capital Resources at February 29, 2008**





To
      date we have relied on financing from investors to support our operations.
      As of
      February 29, 2008, we had unrestricted cash on hand of $122,013, as compared
      with $564,996 on deposit at November 30, 2007.





We
      had a
      working capital deficit of $965,073 at February 29, 2008 and working capital
      of
      $538,612 at November 30, 2007, respectively. Excluding the liability for
      warrants accounted for as derivatives at February 29, 2008, our net working
      capital deficit was $411,633. We have funded our business throughout the
      development stage primarily through equity investments from accredited
      investors.





Our
      currently available funds were obtained as the result of the Merger with
      Cuchulainn, which had raised $620,000 in gross proceeds in a private placement
      prior to entering into the Merger Agreement.





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




****
            ***Three
                  months ended February 29,***
                **2008****Operating
                activities**
            
            $
            (449,550
            )**Investing
                activities**
            
            
            6,567**Financing
                activities**
            
            
            —**Net
                effect on cash**
            
            $
            (442,983
            )




**Three
      Months Ended February 29, 2008**




Net
      cash
      used in operating activities was $449,550 for the three month period ended
      February 29, 2008, primarily attributable to professional service and software
      development fees of $111,929 and $170,873, respectively, and the net loss
      adjusted for non-cash items (stock based compensation expense of $82,871),
      and
      an increase in accounts payable and accrued expenses of $105,478 as a result
      of
      the reverse merger.





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 $0.




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 three month period
      ended February 29, 2008, we had a net loss of $410,578. The Auditor’s Report in
      our Annual Report on Form 10-KSB for the year ended November 30, 2007 includes
      an explanatory paragraph which states that due to a history of operating losses,
      as we have not yet commenced commercial operations and based on our needs for
      additional funds in Fiscal 2008 for our planned activity and to service debt,
      there is a substantial doubt about our ability to continue as a going concern.
      See Note 2 of Notes to 2007 Financial Statements.




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          16
          -




To
      date, we have not invested in derivative securities or any other financial
      instruments that involve a high level of complexity or risk. We plan to invest
      any excess cash in investment grade interest bearing securities.





**Plan
      of Operation** ****





We
      believe the Company will meet working capital requirements with the cash on
      hand
      as of April 1, 2008 for only the following 30 days without any revenues and/or
      additional funding. As described elsewhere in this Quarterly Report, our
      currently available funds were derived from our recently completed Merger with
      Cuchulainn, which had raised $620,000 in gross proceeds in a private placement
      prior to entering into the Merger Agreement with us. As described in this
      Quarterly Report and in greater detail in Item 1 of our 2007 Annual Report
      on
      Form 10-KSB, we are 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, we will need to raise additional financing.
      If we are successful in raising additional financing, then we expect to be
      able
      to start marketing the Service during the third or fourth calendar quarter
      of
      2008.





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





The
      Company will take appropriate actions and reduce its product and technology
      development to match available funds. Other than the funds we acquired as a
      result of the Merger, we have relied solely upon selling equity securities
      in
      private placements to generate cash to implement our plan of operations which
      is
      to establish and operate the Service. We will need to raise additional funds
      from debt or equity funding sources in order to develop and market our Service.
      To raise additional funds, we intend to either undertake private placements
      of
      our securities, either as a self-offering or with the assistance of registered
      broker-dealers, or negotiate a private sale of our securities to one or more
      institutional investors. However, we currently have no firm agreements with
      any
      third-parties for any financing arrangements and no assurances can be given
      that
      we will be successful in raising additional capital from any proposed
      financings. Further, we cannot assure you that any additional financing will
      be
      available or, even if it is available that it will be on terms acceptable to
      us.
      If we raise additional funds by selling shares of Common Stock or convertible
      securities, the ownership of our existing shareholders will be diluted. Further,
      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 our currently outstanding securities. The inability to obtain
      required financing on sufficiently favorable terms could have a material adverse
      effect on our business, results of operations and financial condition. If we
      are
      unsuccessful in raising additional capital we will go out of business. Further,
      if expenditures required to achieve our plans are greater than projected we
      will
      need to raise a greater amount of funds than currently anticipated.





Except
      for our employment agreements (see Note 8 to Financial Statements) we do not
      have any significant commitments for capital expenditures. **** In
      view
      of our limited cash position and the early stage of our development, there
      is no
      assurance that we will perform in accordance with our plan of operation or
      that
      we will continue as a going concern.





We
      expect
      that our 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 we increase our efforts to
      market our Service.





Our
      funding requirements will depend on numerous factors, including:





·
            the scope and results of our product development
                activities;·
            potential acquisition or in-licensing of other product candidates,
                commercial products or technologies;·
            the cost of manufacturing activities for product candidates;
                and·
            our ability to establish and maintain additional collaborative
                arrangements.





We
      expect
      marketing costs to increase in the future as we introduce and promote our
      Service to the gaming community both in the United States and
      abroad.




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          17
          -




As
      of the
      balance sheet date we do not have any significant commitments for capital
      expenditures **** In view
      of our early stage of development, there is no assurance that we will perform
      in
      accordance with our plan of operation, or that we will continue as a going
      concern or that we will ultimately achieve profitable operations.




**Off-Balance
      Sheet Arrangements**





We
      had no
      off-balance sheet arrangements as of February 29, 2008.





**ITEM
      3. CONTROLS AND PROCEDURES**





*Disclosure
      Controls*





Management,
      including our Interim Chief Executive Officer and Interim Chief Financial
      Officer, has evaluated the effectiveness of our 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 we
      file
      and submit under the Exchange Act is (i) recorded, processed, summarized and
      reported as and when required and (ii) accumulated and communicated to our
      management, including our 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 our internal control over financial reporting during
      the
      quarter ended February 29, 2008, that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.
      As a
      development stage company with a limited number of employees, we 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.




We
      do not
      expect 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 the control
      system’s 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.**





We
      are
      not a party to any legal proceedings.





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





All
      sales
      of unregistered securities during the quarter ended February 29, 2008 have
      been
      previously reported by the Company.





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





None




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          18
          -




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





None





**ITEM
      5. OTHER INFORMATION.**





None





**ITEM
      6. EXHIBITS.**





The
      following exhibits are filed herewith or incorporated by reference.





Incorporated
                by ReferenceExhibit
              Number
            
            Exhibit
                Description
            
            Form
            
            Dated
            
            Exhibit
            
            FiledHerewith10.18*
            
            Amendment
                No. 1 to Software License and Services Agreement, dated as of January
                14,
                2008 between Plus 44 Holdings Inc. and Cuchulainn Holdings,
                Inc.
            
            
            
            
            
            
            
            x31.1
            
            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




*
        Confidential treatment has been requested with
        respect to portions of this document pursuant to Rule 24b-2 of the Exchange
        Act.
        The redacted portions of this document were filed separately with the
        SEC.


-
          19
          -


**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 this April 21, 2008.





**NanoSensors,
                  Inc.**/s/
                Robert BaronRobert
                BaronInterim
                Chief Executive Officer/s/
                Joshua MoserJoshua
                MoserInterim
                Chief Financial Officer








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          -