UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

[x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934. For the Quarterly Period Ended February 28, 2005

                                       or

[ ] 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        (I.R.S. Employer Identification No.)
     incorporation or organization)

       1800 Wyatt Drive, Suite #2                           95054
             Santa Clara, CA
(Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (408) 855-0051

                                       N/A
      --------------------------------------------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changes
                                Since Last Report


      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ] *

      * The Registration Statement (No. 333-117610) was declared effective on
January 12, 2005.

      The revenues of the Registrant for the most recent fiscal year were: $ 0

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

      Common Stock, $0.001 par value, 20,252,500 shares outstanding on August
19, 2005.


Transitional Small Business Disclosure Format (check one):        Yes [ ] No [X]

<PAGE>
                                NANOSENSORS, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                  Page(s)
PART I - FINANCIAL INFORMATION
<S>                                                                                             <C>
     ITEM 1.    CONDENSED FINANCIAL STATEMENTS.....................................................  3

     Balance Sheets - February 28, 2005 (unaudited) and November 30, 2004..........................  3

     Statements of Operations for the Cumulative Period from December 23, 2003
                (date of inception) to February 28, 2005, The Three Months Ended
                February 28, 2005 and for the Period From
                December 23, 2003 (date of inception) to February 29, 2004 (unaudited).............  4

     Statement of Shareholders' Equity for the Period from
                December 23, 2003 (date of inception) to February 28, 2005 (unaudited).............  5

     Statements of Cash Flows for the Cumulative Period
                from December 23, 2003 (date of inception) to February 28, 2005,
                The Three Months Ended February 28, 2005 and for the Period From
                December 23, 2003 (date of inception) to February 29, 2004 (unaudited).............  6

     Notes to Financial Statements ................................................................  7

     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................................  9

     ITEM 3.    CONTROLS AND PROCEDURES............................................................ 14

PART II - OTHER INFORMATION

     ITEM 1.    LEGAL PROCEEDINGS.................................................................. 14

     ITEM 2.    CHANGES IN SECURITIES.............................................................. 14

     ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.................................................... 14

     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................ 14

     ITEM 5.    OTHER INFORMATION.................................................................. 14

     ITEM 6.    EXHIBITS........................................................................... 15

Signatures    ..................................................................................... 16

Certifications..................................................................................... 17
</TABLE>
                                      -2-

<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                                NANOSENSORS, INC.
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS
                            ------------------------
<TABLE>
<CAPTION>
                                                                                  February 28, 2005  November 30, 2004
                                                                                  -----------------  -----------------
                                                                                     (unaudited)
                                   - ASSETS -
CURRENT ASSETS:
<S>                                                                               <C>                <C>
     Cash and cash equivalents                                                    $              -   $          13,558
     Inventory                                                                               16,072             16,072
                                                                                  -----------------  -----------------

TOTAL CURRENT ASSETS                                                                         16,072             29,630
                                                                                  -----------------  -----------------

PROPERTY AND EQUIPMENT - net of accumulated depreciation of $2,000 and $1,600,
     respectively                                                                             6,000              6,400
                                                                                  -----------------  -----------------

OTHER ASSETS:
     Licenses - net of amortization                                                          71,250             76,000
     Deposit                                                                                  3,000              3,000
                                                                                  -----------------  -----------------
                                                                                             74,250             79,000
                                                                                  -----------------  -----------------

TOTAL ASSETS                                                                      $          96,322  $         115,030
                                                                                  =================  =================

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Bank overdraft                                                               $           1,764  $              -
     Accounts payable and accrued expenses                                                  213,534            178,535
     Accounts and advances payable - related parties                                        109,018             68,217
                                                                                  -----------------  -----------------

TOTAL CURRENT LIABILITIES                                                                   324,316            246,752
                                                                                  -----------------  -----------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
     Common stock, $.001 par value; 50,000,000 shares authorized; 20,252,500 and
        20,102,500 shares issued and outstanding in 2005 and 2004,
        respectively                                                                         20,253             20,103
     Additional paid-in capital                                                             619,524            589,674
     Deficit accumulated during the development stage                                      (867,771)          (741,499)
                                                                                  -----------------  -----------------
                                                                                           (227,994)          (131,722)
                                                                                  -----------------  -----------------
                                                                                  $          96,322  $         115,030
                                                                                  =================  =================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>
                                NANOSENSORS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          For the
                                                                        Cumulative
                                                                        Period from                      For the Period
                                                                         Inception                       from Inception
                                                                       (December 23,     Three Months     (December 23,
                                                                         2003) to            Ended          2003) to
                                                                        February 28,      February 28,    February 29,
                                                                           2005               2005            2004
                                                                     ---------------    ---------------  --------------
<S>                                                                  <C>                <C>              <C>
NET SALES                                                            $        11,688    $            -   $           -
                                                                     ---------------    ---------------  --------------
COSTS AND EXPENSES:

     General and administrative expense                                      363,723             19,338          36,007
     Interest expense                                                         18,604                 -            4,331
     Research and development                                                472,028            101,788         187,134
     Depreciation and amortization                                            25,750              5,150           5,150
     Interest income                                                            (646)                (4)             -
                                                                     ---------------    ---------------  --------------
TOTAL COSTS AND EXPENSES                                                     879,459            126,272         232,622
                                                                     ---------------    ---------------  --------------

LOSS BEFORE INCOME TAXES                                                    (867,771)          (126,272)       (232,622)

     Income tax expense                                                           -                  -               -
                                                                     ---------------    ---------------  --------------

NET LOSS                                                             $      (867,771)   $      (126,272) $     (232,622)
                                                                     ================   ===============  ==============



BASIC AND DILUTED NET LOSS PER SHARE                                 $         (.05)    $          (.01) $         (.07)
                                                                     ===============    ===============  ==============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                         20,202,500       3,172,388
                                                                                        ===============  ==============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>
                                NANOSENSORS, INC.
                          (A Development Stage Company)
                        STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                      Common Shares                Additional      Accumulated
                                           ----------------------------------       Paid-in         During the
                                                Shares             Amount           Capital      Development Stage        Total
                                           ---------------    ---------------   ---------------  -----------------   ---------------
<S>                                       <C>                 <C>               <C>              <C>                <C>
BALANCE AT DECEMBER 23, 2003, INCEPTION                 -     $            -    $            -   $            -     $            -

   Issuance of common stock for license
     at $.001                                    5,000,000              5,000                -                -               5,000

   Issuance of common stock for services
     and expenses at $.001                      11,450,000             11,450                -                -              11,450

   Issuance of common stock for cash
     at $.05                                         9,500                 10               465               -                 475

   Issuance of common stock for cash
     at $.20 - net of issuance costs             2,750,000              2,750           460,250               -             463,000

   Issuance of common stock for
     cash - at $.05                                 88,000                 88             4,312               -               4,400

   Issuance of common stock for payment
     of debt at $.20                               620,000                620           123,380               -             124,000

   Issuance of common stock for expenses
     at $.0078                                     185,000                185             1,267               -               1,452

   Net loss                                             -                  -                 -          (741,499)          (741,499)
                                           ---------------    ---------------   ---------------  ----------------   ----------------

BALANCE AS OF NOVEMBER 30, 2004                 20,102,500             20,103           589,674         (741,499)          (131,722)

   Issuance of 150,000 shares for cash             150,000                150            29,850               -              30,000

   Net loss (unaudited)                                 -                  -                 -          (126,272)          (126,272)
                                           ---------------    ---------------   ---------------  ----------------   ----------------

BALANCE AS OF FEBRUARY 28, 2005
   (Unaudited)                                  20,252,500    $        20,253   $       619,524  $      (867,771)   $      (227,994)
   -----------                             ===============    ===============   ===============  ================   ================
</TABLE>

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

                                      -5-
<PAGE>
                                NANOSENSORS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                            For the
                                                                       Cumulative Period                   For the Period
                                                                         from Inception                    from Inception
                                                                         (December 23,      Three Months    (December 23,
                                                                             2003)             Ended          2003) to
                                                                        to February 28,     February 28,     February 29,
                                                                            2005                2005            2004
                                                                       ---------------     --------------  ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
<S>                                                                    <C>                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                        $      (867,771)    $     (126,272) $      (232,622)
     Adjustment to reconcile net loss to net cash used by operating
       activities:
         Depreciation and amortization                                          25,750              5,150            5,150
         Issuance of common stock for expenses                                  12,902                 -             1,450
     Changes in assets and liabilities:
         Inventory                                                             (16,072)                -                -
         Bank overdraft                                                          1,764              1,764               -
         Accounts and advances payable                                         443,252             72,500          149,960
                                                                       ---------------     --------------  ---------------
           Net cash (used) by operating activities                            (400,175)           (46,858)         (76,062)
                                                                       ---------------     --------------  ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of equipment                                                    (8,000)                -            (8,000)
       Purchase of license                                                     (90,000)                -           (90,000)
       Deposit                                                                  (3,000)                -            (3,000)
                                                                       ---------------     --------------  ---------------
           Net cash (used) by investing activities                            (101,000)                -          (101,000)
                                                                       ---------------     --------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Loan proceeds                                                                -                  -           250,000
       Advances from officer                                                     3,300              3,300              -
       Proceeds from issuance of common stock                                  497,875             30,000              -
                                                                       ---------------     --------------  ---------------
           Net cash provided by financing activities                           501,175             33,300          250,000
                                                                       ---------------     --------------  ---------------

NET (INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS                                -             (13,558)          72,938
       Cash and cash equivalents at beginning of period                             -              13,558               -
                                                                       ---------------     --------------  ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $            -      $           -   $        72,938
                                                                       ===============     ==============  ===============

NON CASH FLOWS FROM OPERATING ACTIVITIES:
       For the Period From Inception to February 29, 2004 and cumulative to
         February 28, 2005, the Company issued 1,450,000 and 11,635,000 common
         shares for services rendered in the amount of $1,450 and $12,902,
         respectively.

SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
       Interest                                                        $        18,604     $           -   $            -
                                                                       ===============     ==============  ===============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -6-
<PAGE>
                                NANOSENSORS, INC.
                          (A Development Stage Company)
                     Notes to Condensed Financial Statements
                    Three Months Ended February 28, 2005 and
     For the Period from Inception (December 23, 2003) to February 29, 2004
                                    Unaudited

NOTE 1  -   DESCRIPTION OF COMPANY/BASIS OF PRESENTATION:

            Nanosensors, Inc. (the "Company"), was incorporated under the laws
            of the state of Nevada on December 23, 2003 with authorized common
            stock of 50,000,000 shares at $.001 par value.

            The Company was organized for the purpose of the development and
            marketing of sensors to detect explosives, chemicals, and biological
            agents. The Company is in the development stage and has not started
            any significant operations.

            In the opinion of management, the accompanying unaudited interim
            condensed financial statements of NanoSensors, Inc. contain all
            adjustments necessary to present fairly the Company's financial
            position as of February 28, 2005 and the results of its operations
            and cash flows for the three months ended February 28, 2005, the
            period from inception (December 23, 2003) to February 28, 2004 and
            the period from inception (December 23, 2003) to February 28, 2005.
            The results of operations for the three months ended February 28,
            2005 are not necessarily indicative of the results to be expected
            for the full year.

            The accounting policies followed by the Company are set forth in
            Note 2 to the Company's financial statements included in its Annual
            Report on Form 10-KSB for the year ended November 30, 2004, which is
            incorporated herein by reference. Specific reference is made to this
            report for a description of the Company's securities and the notes
            to financial statements included therein. The accompanying unaudited
            interim condensed financial statements have been prepared in
            accordance with accounting principles generally accepted in the
            United States of America for interim financial information and with
            the instructions to Form 10-QSB. Accordingly, they do not include
            all of the information and footnotes required by accounting
            principles generally accepted in the United States of America.

NOTE 2  -   GOING CONCERN:

            The Company will need additional working 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 expected sales, the exercising of outstanding warrants, and the
            proceeds from a contemplated common stock offering. The net proceeds
            from these sources are expected to meet the Company's needs for the
            coming year.

            If the Company does not obtain additional capital from these
            sources, other funds will be needed in order to produce other
            products currently in development. If additional funds are required
            earlier than anticipated there can be no assurance that we will be
            able to obtain such funds from financial institutions, government
            funding, the exercise of the warrants, and otherwise, on a basis
            deemed acceptable.

                                      -7-
<PAGE>
                                NANOSENSORS, INC.
                          (A Development Stage Company)
               Notes to Condensed Financial Statements (continued)
                    Three Months Ended February 28, 2005 and
     For the Period from Inception (December 23, 2003) to February 29, 2004
                                    Unaudited

NOTE 3  -   PURCHASE OF LICENSE:

            On December 11, 2003 the Company purchased a worldwide, perpetual,
            exclusive, marketing license from Axiom Corp and Matt Zuckerman for
            the use of, and further development of, sensor technology for
            detecting explosives, chemicals and biological agents. The terms of
            the purchase included a one time licensing fee of $90,000 and the
            issuance of 5,000,000 common shares of stock, with an estimated
            value of $5,000, and a consulting agreement, which provides for a
            monthly fee of $8,500, as revised on May 1, 2004, to be paid for the
            further development of the sensors. During the term of the
            consulting agreement all technology for detecting explosives,
            chemicals, and biological agents, developed and ready for patent
            application will be assigned to the Company.

            The license was determined by management to have a useful life of
            five years and is being amortized on the straight line method.

NOTE 4  -   SHAREHOLDERS' EQUITY:

            During the three month period ended February 28, 2005 the Company
            received $30,000 from the sale of 150,000 shares of its common
            stock.

NOTE 5 -    RELATED PARTY TRANSACTIONS:

            During the period ended February 28, 2005, the President and Chief
            Executive Officer of the Company made advances to the Company in the
            aggregate amount of $3,300. These advances are non-interest bearing
            and are payable on demand. At February 28, 2005, accounts and
            advances payable to related parties included advances of $3,300 and
            also consulting fees payable.

                                      -8-
<PAGE>
      Unless the context requires otherwise, references in this Annual Report to
"NanoSensors", "the Company", "we", "our" and "us" refer to NanoSensors, Inc.

                     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-Plan of Operation" in our reports and registration statements filed
with the Securities and Exchange Commission.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      Management'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.

Critical Accounting Policies

      In December 2001, the Securities and Exchange Commission 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 the company'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. While NanoSensors' significant accounting
policies are more fully described in Note 2 to its financial statements
contained in its Annual Report of Form 10-KSB for November 30, 2004, NanoSensors
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.

                                      -9-
<PAGE>

Cash and Cash Equivalents

      NanoSensors considers all highly liquid debt instruments and other
short-term investments with an initial maturity of less than three months to be
cash equivalents.

      NanoSensors maintains cash and cash equivalent balances at financial
institutions which are not insured by the Federal Deposit Insurance Corporation
for amounts over $100,000, but are otherwise in financial institutions of high
credit quality.

Fixed Assets

      Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets; three years
for computer software and equipment and five and seven years for office
furniture and equipment. Property and equipment held under capital leases and
leasehold improvements are amortized over the shorter of the lease term or the
estimated useful life of the related asset. When fixed assets are retired or
otherwise disposed of, the cost and related accumulated depreciation are removed
from the accounts and the resulting gain or loss is included in operations.

Intellectual Property Assets

      NanoSensors owns no issued and no pending U.S. and Foreign patents. Under
present accounting principles generally accepted in the United States of
America, and FASB 142, the value of patents, if any, will not be reflected on
its condensed consolidated balance sheet.

Internal Use Software Costs

      Internal use software and web site development costs are capitalized in
accordance with Statement of Position (SOP) No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," and Emerging
Issues Task Force (EITF) Issue No. 00-02, "Accounting for Web Site Development
Costs." Qualifying costs incurred during the application development stage,
which consist primarily of outside services and NanoSensors' consultants, are
capitalized and amortized over the estimated useful life of the asset. All other
costs are expensed as incurred. All costs for internal use software for the
period ended April 30, 2004, have been expensed as research and development
expense.

Start-up Costs

      In accordance with the American Institute of Certified Public Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities",
NanoSensors expenses all costs incurred in connection with the start-up and
organization of NanoSensors.

Research and Development

      Research and development costs are related primarily to NanoSensors
developing early prototypes. Research and development costs are expensed as
incurred.

Income Taxes

      The income tax benefit is computed on the pretax loss based on the current
tax law. Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates. No benefit is reflected for the period ended February 28,
2005.

                                      -10-
<PAGE>
Advertising

      Advertising and marketing costs will be expensed as incurred. No
advertising and marketing costs were incurred for the period ended February 28,
2005.

Earnings (Loss) Per Share of Common Stock

      Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings per share
(EPS) includes additional dilution from common stock equivalents, such as stock
issuable pursuant to the exercise of stock options and warrants. Common stock
equivalents were not included in the computation of diluted earnings per share
for the periods presented, since the Company reported losses and to do so would
be anti-dilutive for periods presented.

Fair Value of Financial Instruments

      The carrying amounts reported in the balance sheet are considered by
management to be their estimated fair values for cash and cash equivalents,
accounts payable and accrued expenses approximate fair value because of the
immediate or short-term maturity of these financial instruments. The carrying
amount reported for notes and mortgages payable approximates fair value because,
in general, the interest on the underlying instruments fluctuates with market
rates.

Stock-Based Compensation

      Employee stock awards under NanoSensors' compensation plans will be
accounted for in accordance with Accounting Principles Board Opinion No. 25
("APB 25"), "Accounting for Stock Issued to Employees", and related
interpretations. NanoSensors provides the disclosure requirements of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), and related interpretations. Stock-based awards to
non-employees are accounted for under the provisions of SFAS 123.

      NanoSensors will measure compensation expense for its employee stock-based
compensation using the intrinsic-value method. Under the intrinsic-value method
of accounting for stock-based compensation, when the exercise price of options
granted to employees is less than the estimated fair value of the underlying
stock on the date of grant, deferred compensation is recognized and is amortized
to compensation expense over the applicable vesting period.

      NanoSensors measures compensation expense for its non-employee stock-based
compensation under 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 option 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 NanoSensors'
common stock on 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
additional paid-in capital.

Results of Operations for the Three Months Ended February 28, 2005 as Compared
to the Period from Inception (December 23, 2003) to February 29, 2004

      For the three months ended February 28, 2005 ("Period 2005") and for the
comparable period from inception (December 23, 2003) to February 29, 2004
("Period 2004"), the Company had no sales. The Company is still in the
development stage. For Period 2005, the Company incurred total costs and
expenses of $126,272, whereas for Period 2004, the Company recorded total costs
and expenses of $232,622. The

                                      -11-
<PAGE>
46% reduction in total costs and expenses resulted from the Company being
without funds to implement its business plan.

      General and administrative expenses for Period 2005 were $19,338, as
compared with $36,007 for Period 2004. These expenses consist primarily of
professional fees as a result of raising money through private placements and
filings with the SEC, and consulting fees and rent.

      Research and development expenses for Period 2005 were $101,788, as
compared with $187,134 in Period 2004. All research and development costs are
expensed as incurred. They are primarily incurred in connection with technology
development under a worldwide, perpetual, exclusive, marketing license entered
into on December 11, 2003, with Dr. Matthew Zuckerman, one of the Company's
founders and its Chief Scientist.

      Depreciation and amortization expense for both Period 2005 and Period 2004
was $5,150 primarily concerning office equipment and amortization of the
license.

      Interest expense paid for Period 2004 was $4,331 with no interest expense
for Period 2005. This resulted from: (a) $100,000 of 10% bridge notes issued in
February 2004 which were converted into equity in May 2004; and (b) the issuance
of an aggregate of $150,000 of promissory notes in December 2003 and January
2004 of which $120,000 was converted into equity in August 2004 and the
remaining $30,000 was repaid also in August 2004, as described below.

Liquidity and Capital Resources at February 28, 2005

      The Company does not have an operating line of credit from a financial
institution and consequently relied on financing from investors to support its
operations. As of February 28, 2005, the Company had no cash on hand as compared
with $13,558 at November 30, 2004. The Company has been unable to continue to
operate without additional financing.

      In December 2003 and February 2004, the Company borrowed $80,000 and
$40,000, respectively, from one unaffiliated investor and an additional $30,000
in January 2004, from a second unaffiliated investor neither of whom are selling
shareholders or are otherwise affiliated with the Company. These loans are
evidenced by interest bearing promissory notes. The first note for $80,000 had
an original maturity date of January 20, 2005, although $30,000 plus $2,500 of
interest was due as of April 30, 2004. The entire $80,000 plus $2,500 of accrued
interest was converted into 412,500 shares of Common Stock subsequent to April
30, 2004. The second note for $40,000 matured on March 9, 2004. In August 2004,
this $40,000 note was converted into 207,500 shares of Common Stock. The lender
on these two notes received 200,000 shares of common stock and no warrants at
the time the loans were made and 100,000 shares in consideration of the
conversion, in addition to the actual shares of Common stock provided for upon
conversion. The third note for $30,000 bore interest at 10% per annum, matured
on April 21, 2004 and was repaid in August 2004. The lender received 75,000
shares of Common Stock and Warrants to purchase 75,000 shares of Common Stock,
exercisable at $.20 per share for three years and an unaffiliated party received
7,500 shares and warrants to purchase 7,500 shares on the above terms at the
time these loans were made. All loan proceeds were used for administrative
expenses and research and development expenditures.

      In February 2004, the Company borrowed $100,000 in the aggregate from two
private investors obtained through the Company's investment banker Meyers
Associates, L.P. ("Meyers"). Meyers received a 10% sales commission and a 3%
non-accountable expense allowance. Interest on each note (the "Bridge Notes")
accrued at a rate of 10% per annum. These notes matured on the earlier of (a)
August 15, 2004, (b) the completion of a private placement of at least $500,000,
or (c) an event of default. Payment of the Bridge Notes was guaranteed by the
Company's two founders. The investors each received five-year warrants to
purchase 50,000 shares of common stock exercisable at $.25 per share. The Bridge
Notes were converted

                                      -12-
<PAGE>
into shares of common stock and Class A Warrants in the Company's April 2004
Private Placement, described below.

      In April 2004, the Company entered into a Placement Agent Agreement with
an investment banking firm, Meyers Associates, L.P. to privately offer and sell
on a "best efforts" basis, $550,000 of its securities in a private offering the
"April 2004 Private Placement." The private placement of units each consisted of
one share of common stock and one Class A Warrant to purchase one share of
Common Stock for five years at $.30 per share. On April 26, 2004, NanoSensors
closed on the entire $550,000 of private placement units. This included the
exchange of ($100,000) of Bridge Notes for private placement units. In addition,
the placement agent received warrants to purchase 50% of the units sold in the
equity offering at the same offering price of $.20 per unit exercisable until
April 30, 2009. The $463,000 of net proceeds are being used by NanoSensors for
technology and product development, marketing, business development and general
and administrative expenses. The bulk of the development work, to date, has been
on sensor technology development, including the development of the porous
silicon sensor to be installed into the working prototype of the
handheld-battery powered Model 10, as well as sensors to be used in NanoSensors
perimeter-line powered model 100.

      During Period 2005, the President and Chief Executive Officer of the
Company made advances to the Company in the aggregate amount of $3,300. These
advances are non-interest bearing and are payable on demand.

      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. The Company
recognized net losses of $126,277 and $232,622 for Period 2005 and 2004,
respectively. Our independent auditors have included an explanatory paragraph in
their audit opinion issued in connection with our financial statements as of and
for the period ended November 30, 2004, which states that our recurring losses
since inception raises substantial doubt about our ability to continue as a
going concern. See also Note 2 of Notes to Financial Statements included herein.

      Management believes that our current level of general and administrative
expenses and research and development expenditures are necessary to accomplish
the Company's business strategy, and to further decrease these activities might
jeopardize the Company's ability to carry out our business strategy. The Company
has reduced its activities substantially as of the date of this report until it
is able to obtain additional financing.

      The Company had a working capital deficit of $308,244 at February 28,
2005, as compared with $217,122 at November 30, 2004. In August 2004, $120,000
of current notes payable and accrued interest were converted into equity. We
have funded the business throughout the development stage primarily through
equity and convertible debt investments from accredited investors.

      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

      The Company cannot meet its working capital requirements without
additional funding. The Company has been unable to obtain approval from the NASD
Corporate Financing Department to conduct its selling securityholders secondary
offering (the "Secondary") as well as to have its securities approved for
listing on the NASD's OTC Bulletin Board. It is through the Secondary, or other
means of financing, all of which are dependent upon the Company's securities
being publicly traded, that the Company expects to commence commercial
operations. NanoSensors believes that the gross proceeds of the Secondary, of
approximately $1,537,500 if all of the Warrants offered are exercised, together
with funds planned to be

                                      -13-
<PAGE>
generated from operations, will be sufficient to support our operations over
approximately the next 20 months. If 50% of the Warrants registered are
exercised, the Company would receive gross proceeds of $768,750 which would be
sufficient to support our operations for approximately 10 months. The Company
would then take appropriate actions and reduce its product offerings to match
available funds. These estimates assume that NanoSensors will be able to produce
for sale its initial product, its handheld battery powered Model 10. Management
believes that once it commences sales of its Model 10, it will generate adequate
cash flow to provide liquidity needed for NanoSensor to continue as a going
concern. If it does not generated cash from revenues and/or the exercise of
Warrants, NanoSensors will need to obtain short term loans and equity funding
from other sources. We would need to raise additional funds in order to produce
other products currently in development. While on the other hand, if our initial
products Model 10 and Model 100 are produced and sold, we expect to need
additional equity to support the higher inventory and accounts receivable levels
accompanying such sales. NanoSensors would seek to raise additional funds
through a private placement of its services. The Company also intends to seek
financing from U.S. government agencies, such as Department of Homeland Security
and Defense Advanced Research Projects Agency (DARPA). Management believes that
contractors and systems integrators to the government may be sources of funding
in exchange for obtaining marketing rights from the Company for these sensor
technologies so that other companies may bear the cost of product development,
marketing, manufacturing and sales. 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, from financial institutions, the exercise of the Warrants, or
otherwise, on a basis deemed acceptable.

ITEM 3.    CONTROLS AND PROCEDURES

      Our chief executive officer and chief financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
as of February 28, 2005 and, based on that evaluation, concluded that, as of
February 28, 2005, we had sufficient controls and procedures for recording,
processing, summarizing and reporting information that is required to be
disclosed in our reports under the Securities Exchange Act of 1934, as amended,
within the time periods specified in the SEC's rules and forms.

      There has not been any change in our internal control over financial
reporting during our quarter ended February 28, 2005 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           None

ITEM 2.    CHANGES IN SECURITIES

           None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           None

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

           None


                                      -14-
<PAGE>
ITEM 5.    OTHER INFORMATION


ITEM 6.    EXHIBITS

31.1       Certification of the Chief Executive Officer and Chief Financial
           Officer required by Rule 13a-14(a) or Rule 15d-14(a)

32.1       Certification of the Chief Executive Officer and Chief Financial
           Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
           1350.





























                                      -15-
<PAGE>
                                   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 August 29, 2005.


                                NanoSensors, Inc.

                                /s/ Ted Wong
                                --------------------------------------
                                Ted Wong
                                President and Chief Executive Officer


      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities as of
August 29, 2005


/s/ Ted Wong
--------------------------------------
Ted Wong
President, Chief Executive Officer and
Sole Director




















                                      -16-