**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-QSB**





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


**For
      the Quarterly Period and Nine Months Ended August 31, 2008**


**or**


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


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





**Commission
      File Number: 000-51007**





**NANOSENSORS,
      INC.**


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





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




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






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


Since
      Last Report





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





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 ̈
            Accelerated
                filero
            Non-accelerated
                filero
            Smaller
                reporting companyþ





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





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





Class
            
            Outstanding
                at October 15, 2008Common
                Stock, $0.001 par value per share
            
            439,772,670
                shares





Transitional
      Small Business Disclosure Format (check one): oYesþNo












**NANOSENSORS,
      INC.**





**INDEX**





Page(s)**PART
                I. FINANCIAL INFORMATION****ITEM
                1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
            3Condensed
                Consolidated Balance Sheets – August 31, 2008 (unaudited) and
                November 30, 2007 (unaudited)
            3Condensed
                Consolidated Statements of Operations for the Period from date of
                inception (July 5, 2007) to August 31, 2008 and the three- and nine-month
                periods ended August 31, 2008 (unaudited)
            4Condensed
                Consolidated Statements of Cash Flows for the Period from date of
                inception (July 5, 2007) to August 31, 2008 and the nine-month period
                ended August 31, 2008 (unaudited)
            5Notes
                to Condensed Consolidated Financial Statements (unaudited)
            6**ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                OF OPERATION**
            15**ITEM
                3. CONTROLS AND PROCEDURES**
            18**PART
                II. OTHER INFORMATION****ITEM
                1. LEGAL PROCEEDINGS**.
            19**ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**
            19**ITEM
                3. DEFAULTS UPON SENIOR SECURITIES**
            19**ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            19**ITEM
                5. OTHER INFORMATION**
            19**ITEM
                6. EXHIBITS**
            21Signatures
            22Certifications










**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**





**August 31, 2008**
            
            **November 30, 2007****ASSETS****CURRENT
                ASSETS:**Cash
            
            $
            22,973
            
            $
            564,996Other
                current assets
            
            
            22,911
            
            
            -**TOTAL
                CURRENT ASSETS**
            
            
            45,884
            
            
            564,996Deposits
                and other assets
            
            
            3,417
            
            
            -**TOTAL
                ASSETS**
            
            $
            49,301
            
            $
            564,996**LIABILITIES
                AND SHAREHOLDERS' DEFICIT****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            $
            511,894
            
            $
            26,384Accounts
                payable - related party
            
            
            15,224
            
            
            -Loan
                payable
            
            
            200,000
            
            
            -Accrued
                employee benefits
            
            
            7,557
            
            
            -**TOTAL
                CURRENT LIABILITIES**
            
            
            734,675
            
            
            26,384**COMMITMENTS
                AND CONTINGENCIES****SHAREHOLDERS'
                DEFICIT:**Preferred
                  stock, $.001 par value; 20,000,000 shares authorized; 10,000 shares
                  issued
                  and outstanding
            
            
            10
            
            
            10Common
                  stock, $.001 par value; 950,000,000 shares authorized; 421,822,670
                  shares
                  issued and outstanding
            
            
            421,823
            
            
            -Additional
                paid-in capital
            
            
            (935,157
            )
            
            570,040Deficit
                accumulated during the development stage
            
            
            (172,050
            )
            
            (31,438
            )(685,374
            )
            
            538,612**TOTAL
                LIABILITIES AND SHAREHOLDERS' DEFICIT**
            
            $
            49,301
            
            $
            564,996





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


-
          3 -





**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**





**Period from Inception**
            
            **Nine Months**
            
            **Three Months****(July 5, 2007) to**
            
            **Ended**
            
            **Ended****August 31, 2008**
            
            **August 31, 2008**
            
            **August 31, 2008****NET
                SALES**
            
            $
            -
            
            $
            -
            
            $
            -**OPERATING
                COSTS**General
                and administrative expense
            
            
            726,089
            
            
            693,955
            
            
            157,784Depreciation
                and amortization
            
            
            1,111
            
            
            1,111
            
            
            417**TOTAL
                OPERATING COSTS**
            
            
            727,200
            
            
            695,066
            
            
            158,201**LOSS
                FROM OPERATIONS**
            
            
            (727,200
            )
            
            (695,066
            )
            
            (158,201
            )**OTHER
                INCOME (EXPENSE)**Interest
                expense
            
            
            (2,329
            )
            
            (2,329
            )
            
            (2,120
            )Interest
                income
            
            
            4,039
            
            
            3,343
            
            
            -Income
                related to change in fair value of warrant liability
            
            
            553,440
            
            
            553,440
            
            
            -**LOSS
                BEFORE INCOME TAXES**
            
            
            (172,050
            )
            
            (140,612
            )
            
            (160,321
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -**NET
                LOSS**
            
            $
            (172,050
            )
            $
            (140,612
            )
            $
            (160,321
            )**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 condensed consolidated
      financial statements.


-
          4 -





**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**





**Period from Inception**
            
            **Nine Months****(July 5, 2007) to**
            
            **Ended****August 31, 2008**
            
            **August 31, 2008****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                Loss
            
            $
            (172,050
            )
            $
            (140,612
            )Adjustment
                  to reconcile net loss to net cash utilized in operating
                  activities:Depreciation
                and amortization
            
            
            1,111
            
            
            1,111Stock
                based compensation
            
            
            88,354
            
            
            88,354Income
                related to remeasurement of warrant liability
            
            
            (553,440
            )
            
            (553,440
            )Change
                in operating assets and operating liabilities:Other
                current assets
            
            
            (14,883
            )
            
            (14,883
            )Accounts
                payable and accrued expenses
            
            
            (102,736
            )
            
            (129,120
            )**Net
                cash used by operating activities**
            
            
            (753,644
            )
            
            (748,590
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Cash
                acquired in reverse merger
            
            
            6,567
            
            
            6,567**Net
                cash provided by investment activities**
            
            
            6,567
            
            
            6,567**CASH
                FLOW FROM FINANCING ACTIVITIES:**Proceeds
                from loan payable
            
            
            200,000
            
            
            200,000Net
                proceeds from issuance of common stock and warrants
            
            
            570,050
            
            
            -**Net
                cash provided by financing activities**
            
            
            770,050
            
            
            200,000**NET
                INCREASE (DECREASE) IN CASH**
            
            
            22,973
            
            
            (542,023
            )Cash
                at beginning of period
            
            
            -
            
            
            564,996**CASH
                AT END OF PERIOD**
            
            $
            22,973
            
            $
            22,973**SUPPLEMENTAL
                CASH FLOW INFORMATION:****Cash
                paid during the period for:**Interest
            
            
            3,253
            
            
            3,253




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


-
          5 -




**NANOSENSORS,
      INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**August
      31, 2008**


**(Unaudited)**




**1.
      ORGANIZATION:**





**Termination
      of Business:**





On
      May 9,
      2008, NanoSensors signed a letter of intent (the “Letter of Intent”) to acquire
      all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”),
      a privately owned Panamanian corporation through a merger and signed a Senior
      Promissory Note, pursuant to which TGNAG advanced $100,000. See “ *Acquisition
      of The Gaming Network A.G. and Bridge Loan.”* Subsequent to the balance sheet date, TGNAG advised NanoSensors in writing
      that
      it does not intend to proceed with the merger. Furthermore, the Company
      terminated the software license and services agreement that provided it the
      right to operate an online-based video console game wagering service. See Note
      7
– Related Party Transactions. At this time, NanoSensors does not have sufficient
      cash on hand to meet its expenses and liabilities.





Accordingly,
      the Board of Directors of NanoSensors has determined that NanoSensors will
      cease
      its operations and terminate its business. The Company intends to file a
      Certification and Notice of Termination of Registration Under Section 12(g)
      of
      the Securities Exchange Act of 1934 on Form 15 terminating the registration
      of
      its shares of Common Stock under the Securities Exchange Act of 1934. Such
      termination will be effective upon the filing of Form 15, its shares of Common
      Stock will be delisted on all national securities exchanges and NanoSensors
      will
      cease to be a public company.





After
      the
      filing of the Form 15, the Company intends to attempt to obtain the consent
      of
      the holders of a majority of the voting power of the Company to its dissolution
      and if it is successful, to dissolve the Company.





**Description
      of Business:**





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





**Merger:**





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





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




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


-
          6 -





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





On
      June
      24, 2008, the Board of Directors of the Company approved, and on June 26, 2008,
      the holders of a majority of NanoSensors’ voting power consented to, the Reverse
      Split and the Reduction of Authorized Shares, as well as an increase in the
      number of shares issuable under the 2006 Equity Incentive Plan and a change
      in
      NanoSensors corporate name to “TGN, Inc.” (collectively referred to as the
“Actions”). For a discussion of the Actions and related matters, see Note 9
      -Significant Event. The Company plans to implement the Actions after the
      consummation of the merger with The Gaming Network, A.G. (See “Acquisition of
      The Gaming Network A.G. and Bridge Loans,” below, and Note 9 – Significant
      Events, below.)





Two
      stockholders and nominees of Cuchulainn, William Levy and Tom Hendren became
      directors of NanoSensors on May 1, 2008. In addition, the Board of
      Directors elected Barry J. Miller, Esq., whose law firm provided legal
      services to Cuchulainn prior to the Merger, as a director and as General Counsel
      and Corporate Secretary of NanoSensors. Mr. Hendren and Mr. Levy resigned as
      directors on September 4, 2008 and October 14, 2008,
      respectively.





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





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




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




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





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





On
      May 9,
      2008, NanoSensors signed a letter of intent (the “Letter of Intent”) to acquire
      all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”),
      a privately owned Panamanian corporation. Through its subsidiaries and from
      closing, TGNAG will conduct and offer a European-licensed (Malta) software
      licensing operation and ancillary services business for online bingo and casino
      sites operating outside the United States. The Letter of Intent provided that
      TGNAG will merge with and into NanoSensors’ wholly owned Panamanian subsidiary,
      Cuchulainn Acquisition Inc. (“Acquisition”) (or another wholly owned Panamanian
      subsidiary of NanoSensors), and for NanoSensors to deliver merger consideration
      comprising shares of NanoSensors Common Stock to the stockholders of TGNAG.
      The
      Letter of Intent contemplated that, upon the consummation of the merger, the
      stockholders of TGNAG would own between 80% and 85% of the outstanding shares
      of
      NanoSensors’ Common Stock.


-
          7 -





On
      May 9,
      2008, NanoSensors executed a senior promissory note (the “Old Promissory Note”)
      evidencing the first of these loans and on May 12, 2008, TGNAG advanced $100,000
      to NanoSensors, and on July 22, 2008, TGNAG advanced an additional $100,000
      which is the remaining balance of the loan. As required by the Letter of Intent,
      TGNAG has caused its Maltese subsidiary, The Gaming Network Limited, to grant
      to
      NanoSensors the right to use the name “The Gaming Network” in the corporate name
      of NanoSensors and in its trade names, service marks and other commercial
      indicia, whether or not the merger is completed. The Letter of Intent contained
      a number of binding provisions of a customary nature, such as those respecting
      confidentiality, press releases and restrictions on trading NanoSensors Common
      Stock..





On
      September 16, 2008, the Company and TGNAG amended the Letter of Intent (as
      amended, the “Amended Letter of Intent”) to provide, among other things,
      that:




(i)
            upon
                the consummation of the merger (and, in the event that preferred
                stock
                shall be issued as the merger consideration, the conversion thereof),
                the
                holders of TGNAG shares, as such, will own collectively between 82%
                and
                88% of the issued and outstanding NanoSensors common stock, as determined
                by the parties based upon their respective due diligence, a fairness
                report commissioned by NanoSensors’ board of directors and such other
                factors as the parties may deem
                relevant;




(ii)
            the
                parties will use their reasonable efforts to enter into the Merger
                Agreement on or prior to October 31, 2008, and to ensure that the
                closing
                will occur on or before the fourth day after the signing of the Merger
                Agreement;




(iii)
            the
                Amended Letter of Intent will expire as of the earlier of the close
                of
                business on November 30, 2008, or the signing of the definitive Merger
                Agreement, unless otherwise agreed by the parties;
                and




(iv)
            TGNAG
                would grant the Company a new bridge loan.




The
      new
      bridge loan has an initial principal amount of $250,000 (comprising the $200,000
      principal amount of the Old Promissory Note plus the $50,000 TGNAG advanced
      to
      the Company upon execution of the promissory note evidencing the new bridge
      loan. TGNAG is required by the Amended Letter of Intent to increase the
      principal amount of the new bridge loan by advancing an additional $50,000
      to
      the Company upon its request. This request is not to be made earlier than
      October 15, 2008. NanoSensors’ obligation to repay the loan is unconditional and
      matures on April 30, 2009, with accrued interest at an annual rate of 5%
      (365-day year for actual days elapsed). The Old Promissory Note has been
      retired. A copy of the promissory note evidencing the new bridge loan was filed
      as Exhibit 10.1 to the Current Report of NanoSensors on Form 8-K filed on
      September 22, 2008.





As
      set
      forth in paragraph (i), above, the Amended Letter of Intent contemplates that,
      upon the consummation of the merger (and, in the event that preferred stock
      shall be issued as the merger consideration, the conversion thereof), the
      holders of TGNAG shares, as such, will own collectively between 82% and 88%
      of
      the issued and outstanding NanoSensors common stock; the original Letter of
      Intent provide for a range of between 80% and 85%, The change in the range
      was
      assented to by the Company because of TGNAG’s agreement to execute and deliver
      the New Promissory Note, which it was not otherwise obligated to do, and because
      TGNAG has informed the Company that the value of the assets that it will possess
      upon the closing of the Merger will be greater than was contemplated when the
      Letter of Intent was signed.





TGNAG
      has
      advised the Company that it does not intend to complete the merger.





2.
      GOING
      CONCERN:





The
      Company has incurred recurring operating losses in each of the periods since
      its
      inception (July 5, 2007), aggregating $172,050 and has a working capital deficit
      of $688,791 as of August 31, 2008. The recurring operating losses are due to
      the
      Company’s being in the development stage and the fact that it has yet to
      establish commercial operations. The Company has no cash flows from revenues,
      and has been utilizing the proceeds from sales of its securities to fund its
      administrative costs. Since the Merger, the Company has used all of the proceeds
      from the Cuchulainn private placement that were not utilized to pay the expenses
      of the Merger to sustain its activities, as well as the proceeds of its earlier
      private placements. In light of the facts that on October 13, 2008, TGNAG
      advised the Company that it does not intend to complete the merger, that the
      Company has no sources of additional working capital and that the Company does
      not have sufficient cash on hand for its future planned activity, including
      commencing operation of the Service, and for payment of its current liabilities,
      the Company will terminate its business. See Note 1, Organization.





3.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES:





*Basis
      of Presentation*





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


-
          8 -





In
      the
      opinion of management, all adjustments (which include normal recurring
      adjustments) necessary to present a fair statement of financial position as
      of
      August 31, 2008, and results of operations, statement of stockholders’ deficit
      and cash flows for the nine and three months ended August 31, 2008 and for
      the
      cumulative period from inception (July 5, 2007) to August 31, 2008, as
      applicable, have been made. The results of operations for the nine and three
      months ended August 31, 2008, are not necessarily indicative of the operating
      results for the full fiscal year or any future periods. The Company has not
      been
      able to estimate and reflect the realizable value of all its assets and the
      settlement amount of all its liabilities under the liquidation basis of
      accounting. Accordingly, the financial statements reflect the assets and
      liabilities at going-concern amounts.





*Basic
      and Diluted Net (Loss) Per Share*





The
      Company presents basic and diluted earnings (loss) per common share pursuant
      to
      the provisions of Statement of Financial Accounting Standards No. 128, “Earnings
      per Share” (“SFAS 128”), and certain other financial accounting pronouncements.
      Basic earnings (loss) per common share are calculated by dividing net income
      (loss) by the weighted average number of common shares outstanding during each
      period. The calculation of diluted earnings (loss) per common share is similar
      to that of basic earnings (loss) per common share, except that the denominator
      is increased to include the number of additional common shares that would have
      been outstanding if all potentially dilutive common shares, such as those
      issuable upon the exercise of warrants, were issued during the period.
      Outstanding options and warrants held by employees, non-employees and investors
      are anti-dilutive for each period presented and therefore excluded from earnings
      per share and aggregated rights to acquire 638,770,548 shares of NanoSensors
      Common Stock as of August 31, 2008. If all of the Company’s outstanding options
      and warrants as of August 31, 2008 were exercised, the holders thereof would
      receive 673,360,548 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 stockholders
      by
      the weighted average number of common shares outstanding during the reporting
      period.





*Recently
      Issued Accounting Pronouncements*





SFAS
      No.
      162, The Hierarchy of Generally Accepted Accounting Principles





In
      May
      2008, the FASB issued SFAS No. 162 “The Hierarchy of Generally Accepted
      Accounting Principles”. The new standard is intended to improve financial
      reporting by identifying a consistent framework, or hierarchy, for selecting
      accounting principles to be used in preparing financial statements that are
      presented in conformity with U.S. generally accepted accounting principles
      (GAAP) for nongovernmental entities. Prior to the issuance of SFAS 162, GAAP
      hierarchy was defined in the American Institute of Certified Public Accountants
      (AICPA) Statement on Auditing Standards (SAS) No. 69, The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles.





SFAS
      162
      is effective 60 days following the SEC’s approval of the Public Company
      Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning
      of
      Present fairly in Conformity with Generally Accepted Accounting Principles.
      The
      Company is currently evaluating the impact adoption of SFAS 162 may have on
      the
      financial statements if any.





SFAS
      No.
      161, Disclosures about Derivative Instruments





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





SFAS
      No.
      141R, Business Combinations





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





SFAS
      No.
      160, Noncontrolling Interests in Consolidated Financial
      Statements


-
          9 -




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





SFAS
      No.
      157, Fair Value Measurements




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




*Accounting
      for Warrants and Freestanding Derivative Financial Instruments*





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





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





*Stock-Based
      Compensation Expense*





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





Stock-based
      compensation expense recognized under SFAS 123(R) for the nine and three months
      ended August 31, 2008 was $88,354 and $1,875, respectively, which consisted
      of
      stock-based compensation expense related to employee and non-employee stock
      options and warrants. Stock-based compensation expense is recorded as a
      component of general and administrative expenses reported in the
      Company's Statements of Operations.





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




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


-
          10 -


4.  STOCK
      BASED COMPENSATION:




**Accounting
      for Awards:**




Under
      the
      NanoSensors Equity Incentive Plan (the “2006 Equity Incentive Plan”), the
      Company can issue stock awards to its employees, directors and consultants.
      The
      2006 Incentive Plan serves as the Company’s equity incentive plan for its
      officers, employees and directors and includes an initial reserve of 80,000,000
      shares of NanoSensors Common Stock. As of August 31, 2008, there were 16,804,186
      shares available for issuance under the 2006 Equity Incentive Plan and options
      to purchase 48,099,842 shares of NanoSensors Common Stock and 15,065,972
      restricted shares of the NanoSensors Common Stock had been granted to its
      officers, employees, consultants and directors.





During
      the quarter ended August 31, 2008, the Company did not grant any options and
      1,050,000 were returned to the 2006 Incentive Plan. Options granted for the
      nine-month period ended August 31, 2008, were as follows:





Name
            
            Total Amount
            
            Vested as of
              August 31, 2008
            
            Unvested as of
              August 31, 2008COO & Interim CFO
            
            
            1,612,903
            
            
            1,612,903
            
            
            —Interim
                CEO
            
            
            7,782,258
            
            
            7,782,258
            
            
            —Former
                Director
            
            
            2,083,333
            
            
            2,083,333
            
            
            —Non
                Employee Director
            
            
            2,000,000
            
            
            —
            
            
            2,000,000**Totals**
            
            
            **13,478,494**
            
            
            **11,478,494**
            
            
            **2,000,000**




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 August 31, 2008, and for the
      nine
      and three months ended August 31, 2008, is summarized as follows:





Stock
                based compensation expense
            
            Inception through
              August 31, 2008
            
            Nine Months Ended
              August 31, 2008
            
            Three Months Ended
              August 31, 2008Employee
                – general & administrative
            
            $
            88,084
            
            $
            88,084
            
            $
            1,875Non-employee –
                general & administrative
            
            $
            270
            
            $
            270
            
            $
            —**Total
                stock based compensation expense**
            
            **$**
            **88,354**
            
            **$**
            **88,354**
            
            **$**
            **1,875**





As
      of
      August 31, 2008, there was $3,333 of total unrecognized compensation cost
      related to unvested stock options and warrants.  That cost is expected to
      be recognized over a weighted average period of 7.83 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 NanoSensors Common Stock and other contributing
      factors. The expected term is the contractual term of the options and
      warrants.





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




Inception through August 31, 2008
            
            Nine Months Ended August 31, 2008
            
            Three Months Ended August 31, 2008Expected
                volatility
            0.65%
                - 158%
            
            0.65%
                - 158%
            
            0.65%Expected
                dividend yield
            0%
            
            0%
            
            0%Risk-free
                interest rate
            1.79%
                - 3.88%
            
            1.79%
                - 3.88%
            
            2.60%
                - 2.91%Expected
                term (in years)
            2
–
                6
            
            2
                -
                6
            
            6





During
      the quarter ended February 29, 2008, the Company issued warrants to purchase
      349,589,046 shares of NanoSensors Common Stock to the former Cuchulainn
      stockholders in connection with the Merger (see Note 1 - Organization), and
      options to purchase 12,528,494 shares of NanoSensors Common Stock to directors,
      officers and employees, and during the quarter ended August 31, 2008, 1,050,000
      options were returned to the plan. During the quarter ended August 31, 2008,
      the
      Company did not issue any options or warrants. The warrants issued to the former
      Cuchulainn stockholders are not exercisable until the Company amends the
      Articles so as to increase the number of authorized shares of NanoSensors Common
      Stock or effectuate a reverse stock split. In total, for the nine months ended
      August 31, 2008, the Company issued warrants and options to purchase 364,117,540
      shares of NanoSensors Common Stock.


-
          11 -





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





Stock
                Options
              &
                Warrants
            
            Number
              of
                Shares
            
            Weighted
              Average
              Exercise
              Price
              per
                Share
            
            Weighted
              Average
              Remaining
              Contractual
              Term
            
            Aggregate
              Intrinsic
              ValueOutstanding
                at December 1, 2007
            
            
            312,293,008
            
            $
            0.01
            
            
            3.46
                yearsGranted
            
            
            364,117,540
            
            $
            0.009
            
            
            4.60
                yearsCancelled
            
            
            —
            
            $
            0.00Exercised
            
            
            —
            
            $
            0.00Forfeited/expired
            
            
            (3,050,000
            )
            $
            0.0059Outstanding
                at August 31, 2008
            
            
            673,360,548
            
            $
            0.02
            
            
            4.08
                years
            
            $
            0Exercisable
                at August 31, 2008
            
            
            322,188,167
            
            $
            0.03
            
            
            3.68
                years
            
            $
            0




5.  WARRANT
        DERIVATIVE LIABILITY:




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





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




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





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


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          12 -




6.  STOCKHOLDERS’
      EQUITY:





*Preferred
      Stock*





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




7.  RELATED
      PARTY TRANSACTIONS:





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





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





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





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





A
      number
      of former stockholders of Cuchulainn who are now stockholders of the Company
      are
      also significant stockholders of WG.





*Meyers
      Associates and Mr. Bruce Meyers*





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





*Panalaw
      and Mr. Barry Miller*





In
      2007,
      Panalaw, Inc. (“Panalaw”), a corporation in which Mr. Miller is the sole
      stockholder, rendered approximately $30,000 in legal services to Cuchulainn
      prior to the Merger. In 2008, prior to the arrangement for the payment of a
      monthly fee described in the next paragraph, Panalaw rendered $57,000 in legal
      services to the Company and Cuchulainn. Approximately $60,000 in cash was paid
      to Panalaw with respect to the foregoing legal services, leaving a balance
      of
      approximately $51,925 due to Panalaw. Subsequent to the balance sheet date,
      the
      Company issued 17,950,000 shares of common stock to Panalaw with a value of
      $26,925 on the date of issuance (market price of $0.0015 on date of issuance),
      which leaves a balance of $25,000. These shares are restricted securities,
      as
      defined in Rule 144 promulgated under the Exchange Act.




Commencing
      as of April 1, 2008, Panalaw has received a monthly fee of $10,000 in connection
      with legal and other services rendered to the Company. One-half of this fee
      ($25,000) has been paid in cash and the balance of $25,000 will be paid in
      shares of NanoSensors Common Stock once a formalized written agreement
      respecting these services is completed.


-
          13 -




8.  COMMITMENTS
        AND CONTINGENCIES:
 
 The
        following table lists the future payments required on the Company’s employment
        agreement commitments at August 31, 2008:
 
 Fiscal
        Year Ended November 30
  **Obligations**
              
              **2008**
              
              **2009**Employment
                  Agreements
              
              $
              30,000
              
              $
              90,000**Totals**
              
              **$**
              **30,000**
              
              **$**
              **90,000**
 
 9.  SIGNIFICANT
        EVENTS:
  *Preliminary
        Information Statement*
 
 On
        June
        24, 2008, the Board of Directors of the Company approved the Reverse Split,
        the
        Reduction of Authorized Shares, the Increase of Plan Shares and the Change
        of
        Corporate Name.
 
 On
        June 26, 2008, the Company received written consents in lieu of a meeting
        of stockholders (the “Consent”), given in accordance with Section 78.320(2) of
        the Nevada General Corporate Law (“NGCL”), from the holders of 1,224,576,646
        votes, constituting 50.6% of the 2,417,863,350 votes entitled to be cast
        by the
        holders of all of the total issued and outstanding shares of Voting
        Stock, approving the following matters, thereby authorizing the Company to
        implement them:
 
 (i)
              to
                  effect a reverse stock split of all issued and outstanding shares
                  of the
                  NanoSensors Common Stock on the basis of 1 new share for each 100
                  outstanding shares (the “Reverse Split”), such that each 100 shares of
                  outstanding NanoSensors Common Stock would be reduced to 1 share
                  of
                  NanoSensors Common Stock and to file an amendment to the Company
’s
                  Articles necessary to effect the Reverse
                  Split;
 
 (ii)
              to
                  reduce, after giving effect to the Reverse Split, the authorized
                  number of
                  shares of NanoSensors Common Stock from 950,000,000 to 450,000,000
                  shares
                  (the “Reduction of Authorized Shares”), and to file an amendment to the
                  Articles necessary to effect the Reduction of Authorized
                  Shares;
 
 (iii)
              to
                  increase, after giving effect to the Reverse Split, the number
                  of shares
                  of NanoSensors Common Stock authorized to be issued under the 2006
                  NanoSensors Equity Incentive Plan from 800,000 shares to 8,000,000
                  shares
                  of NanoSensors Common Stock (the “Increase of Plan Shares”);
                  and
 
 (iv)
              to
                  change the corporate name of the Company to “TGN, Inc.” (the “Change of
                  Corporate Name”) and to file an amendment to the Articles as necessary to
                  effect such Change of Corporate
                  Name.
 
 Since
        the
        Consent is sufficient for the taking of the Actions, the consents of
        stockholders other than those who signed the Consent are not required and
        are
        not being solicited in connection with the approval of the Actions.
 
 On
        June
        27, 2008, the Company filed a Preliminary Information Statement relating
        to the
        Actions with the SEC. Under the rules of the SEC, the Actions may not be
        effectuated for 20 days after a definitive Information Statement is distributed
        to the stockholders of the Company.
 
 The
        SEC
        has informed the Company that it is required to make certain disclosures
        and to
        provide certain financial information respecting the merger with TGNAG (see
        “Acquisition of The Gaming Network A.G. and Bridge Loan,” above. The Company’s
        due diligence with respect to TGNAG has not advanced to the point where it
        is
        able to do so. Accordingly, the Company has determined that it will not pursue
        the consummation of the Actions at this time.
  10.  SUBSEQUENT
        EVENTS:
 
 *Resignations
        of Directors*
 
 On
        September 4, and October 14, 2008, respectively, Messrs. Thomas Hendren and
        William Levy, both of whom were non-executive directors who joined the Company’s
        board on May 1, 2008, resigned from the Company’s board of
        directors.
  14
  **FACTORS
        THAT MAY AFFECT FUTURE RESULTS**
 
 *This
        report contains forward-looking statements within the meaning of Section
        27A of
        the Securities Act, and Section 21E of the Exchange Act. These forward-looking
        statements include, but are not limited to, statements concerning the Company’s
        plans to continue development of its current product candidates; address
        certain
        markets; engage third-party manufacturers; and evaluate additional product
        candidates for subsequent commercial development. In some cases, these
        statements may be identified by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
or “continue,” or the negative of such terms and other comparable terminology.
        Although the Company believes that the expectations reflected in the
        forward-looking statements contained herein are reasonable, it cannot guarantee
        future results, levels of activity, performance or achievements. These
        statements involve known and unknown risks and uncertainties that may cause
        the
        Company’s or its industry’s results, levels of activity, performance or
        achievements to be materially different from those expressed or implied by
        forward-looking statements. Factors that may cause or contribute to such
        differences include, among other things, those discussed under the captions
        “Business,” “Risk Factors” and “Management’s Discussion and Analysis of
        Financial Condition and Results of Operation - Plan of Operation” in the
        Company’s reports and registration statements filed with the
        SEC.*
  Unless
        the context requires otherwise, references in this Quarterly Report to “the
        Company” refers to NanoSensors, Inc.
 
 **ITEM
        2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATION**
 
 *This*  *Management’s
        Discussion and Analysis of Financial Condition and Results of Operations
        should
        be read together with the Company’s financial statements and related notes
        included elsewhere in this Quarterly Report on Form 10-QSB. This Quarterly
        Report on Form 10-QSB, including the following discussion, contains trend
        analysis and other forward-looking statements within the safe harbor provisions
        of the Private Securities Litigation Reform Act of 1995. Any statements in
        this
        Quarterly Report on Form 10-QSB that are not statements of historical facts
        are
        forward-looking statements. These forward-looking statements are based on
        a
        number of assumptions and involve risks and uncertainties. Actual results
        may
        differ materially from those set forth in such forward-looking statements
        as a
        result of factors set forth elsewhere in this Quarterly Report on Form
        10-QSB.*
 
 *Certain
        of these risks are set forth under “Risk Factors” in the Company’s Annual Report
        on Form 10-KSB and its periodic reports filed with the SEC. The Company’s
        expectations, beliefs and projections are expressed in good faith and are
        believed by it to have a reasonable basis, including without limitation,
        management’s examination of historical operating trends, data contained in the
        Company’s records and other data available from third parties. There can,
        however, be no assurance that management’s expectations, beliefs or projections
        will result or be achieved or accomplished. Accordingly, to the extent that
        this
        Quarterly Report contains forward-looking statements regarding the financial
        condition, operating results, business prospects or any other aspect of the
        Company, its actual financial condition, operating results and business
        performance may differ materially from that projected or estimated in
        forward-looking statements.*
 
 **Overview**
 
 On
        January 17, 2008, the Company completed its acquisition of Cuchulainn, a
        privately held Panamanian corporation, through the merger of Cuchulainn with
        and
        into the wholly-owned subsidiary of the Company, Acquisition. The Company
        was
        originally organized for the purpose of developing and marketing sensors
        to
        detect explosives, chemicals and biological agents. In September 2007, however,
        the board of directors decided to cease further operations and to redeploy
        the
        Company’s remaining assets. In the Merger, Cuchulainn became a wholly-owned
        subsidiary of NanoSensors. As a result, Cuchulainn succeeded NanoSensors
        as the
        reporting registrant through its wholly-owned subsidiary. For accounting
        purposes, the Merger was treated as a reverse acquisition with Cuchulainn
        being
        the accounting acquirer. Therefore, the Company’s historical financial
        statements reflect those of Cuchulainn.
 
 As
        a
        result of the Merger, NanoSensors adopted the business plan of Cuchulainn.
        Cuchulainn has licensed technology and other intellectual property in order
        for
        it to operate an online-based video console game wagering service (the
“Service”). The Service enables gamers to compete against other gamers and to
        place wagers on the outcomes of their games. The outcome of the game play
        will
        be determined predominantly upon the skill of the individual participant.
        The
        Service will cater to an international community of gamers that plays video
        games and places wagers online. Prior to commencing operation of the Service,
        the Company will need to raise additional capital.
 
 From
        December 1, 2007, through August 31, 2008, the Company did not generate any
        revenue from operations. As the Company does not expect to generate meaningful
        revenues or profits until the consummation of the merger with TGNAG, if it
        occurs, or over the next fiscal year if the merger does not occur, management
        of
        cash flow is extremely important.
 
 *Termination
        of Business*
 
 The
        Company will terminate its business. See Note 1 –
Organization.
  15
  *Acquisition
        of The Gaming Network A.G. and Bridge Loan*
  For
        a
        discussion of this matter, see “Acquisition of The Gaming Network A.G. and
        Bridge Loan,” in Note 1 to the Financial Statements.
 
 **Critical
        Accounting Policies**
 
 In
        December 2001, the SEC requested that all registrants discuss their “critical
        accounting policies” in management’s discussion and analysis of financial
        condition and results of operations. The SEC indicated that a “critical
        accounting policy” is one that is both important to the portrayal of a
        registrant’s financial condition and results and that requires management’s most
        difficult, subjective or complex judgments. Such judgments are often the
        result
        of a need to make estimates about the effect of matters that are inherently
        uncertain. The Company currently believes the following accounting policies
        to
        be critical:
 
 *Development
        Stage Company*
 
 NanoSensors
        is considered to be in the development stage as defined in Statement of
        Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting by
        Development Stage Enterprises." NanoSensors has devoted substantially all
        of its
        efforts to business planning, research and development, recruiting management
        and technical staff, acquiring operating assets and raising
        capital.
 
 *Accounting
        for Warrants and Freestanding Derivative Financial Instruments*
 
 The
        Company evaluates its warrants and other contracts to determine whether those
        contracts or embedded components of those contracts qualify as derivatives
        to be
        separately accounted for under Statement of Financial Accounting Standards
        133
“Accounting for Derivative Instruments and Hedging Activities” (“FAS
        133”) and related interpretations including EITF 00-19 “Accounting for
        Derivative Financial Instruments Indexed to, and Potentially Settled in,
        a
        Company’s Own Stock” (“EITF 00-19”).  If the warrant is determined to be a
        derivative, the fair value is marked-to-market each balance sheet date and
        recorded as a liability. The change in fair value of the warrant is recorded
        in
        the Statement of Operations as other income or expense. Upon conversion or
        exercise of a derivative instrument, the instrument is marked to fair value
        at
        the conversion date and then that fair value is reclassified to equity. Equity
        instruments that are initially classified as equity that become subject to
        reclassification under FAS 133 are reclassified as liabilities at the fair
        value
        of the instrument on the reclassification date. In the event that a warrant
        is
        determined to be equity, no value is assigned for financial reporting
        purposes.
 
 The
        valuation of the warrant liability is based on a Black-Scholes option pricing
        model, and may vary significantly based on factors such as the exercise price,
        remaining time left to exercise the warrants, recent volatility (change)
        in the
        price of NanoSensors Common Stock, risk free interest rate and the market
        price
        of NanoSensors Common Stock.
 
 *Deferred
        Tax Assets and Tax Liabilities*
 
 The
        Company’s deferred tax assets are primarily a result of deductible temporary
        differences and net operating loss carry-forwards which are available to
        reduce
        taxable income in future periods. A considerable amount of judgment is required
        in estimating the amount of deferred tax assets to recognize in the financial
        statements. In determining whether or not a valuation allowance is required,
        the
        Company must consider, among other things, historical results for both book
        and
        tax purposes and expectations of future book and taxable income.
 
 The
        Company is directly responsible for federal, state and local tax audit issues.
        While it is often difficult to predict the final outcome or the timing of
        the
        resolution of tax issues, the Company establishes tax reserves based on
        estimates of additional taxes and interest due with respect to certain positions
        that may not be sustained upon review by tax authorities. The Company adjusts
        these reserves in light of changing facts and circumstances, including the
        results of tax audits and changes in tax law. The Company has not recorded
        any
        tax reserves as of August 31, 2008.
 
 *Accounting
        for Stock Options*
 
 The
        Company has adopted SFAS 123(R), which requires it recognize compensation
        expense in its financial statements for the fair value of stock options that
        it
        issues. Both SFAS 123 and SFAS 123(R) require management to make
        assumptions regarding the expected life of the options, the expected liability
        of the options and other items in determining estimated fair value. Changes
        to
        the underlying assumptions may have significant impact on the underlying
        value
        of the stock options, which could have a material impact on the Company’s
        financial statements.
  16
  **Results
        of Operations for the Three Months Ended August 31, 2008**
 
 For
        the
        three-month period ended August 31, 2008, the Company did not have sales,
        as it
        is still in the development stage.
 
 General
        and administrative expenses for the period totaled $157,784. These expenses
        consisted primarily of salaries paid to officers, employees and consultants,
        along with rent and professional fees as a result of being a public reporting
        company
 
 Depreciation
        and amortization expense for the period totaled $417.
 
 For
        this
        period, other income was $0, interest expense was $2,120 and interest income
        was
        $0.
 
 Net
        loss
        for the period was $160,321.
 
 **Results
        of Operations for the Nine Months Ended August 31, 2008**
 
 For
        the
        nine-month period ended August 31, 2008, the Company did not have sales,
        as it
        is still in the development stage.
 
 General
        and administrative expenses for the period totaled $693,955. These expenses
        consisted primarily of fees paid to modify the technology that were licensed
        from WG, salaries paid to officers, employees and consultants, along with
        rent
        and professional fees as a result of the transaction with Cuchulainn and
        being a
        public reporting company
 
 Depreciation
        and amortization expense for the period totaled $1,111.
 
 For
        the
        period, other income was $553,440, interest expense was $2,329 and interest
        income was $3,343. Other income is related to the change in the fair value
        of
        warrant liability which is a non-cash item for the warrants that were issued
        to
        investors and placement agents in the Company’s 2006 private placement. (See
        Note 5 – Warrant Derivative Liability to the Financial
        Statements.)
 
 Net
        loss
        for the period was $140,612. Excluding the amount of the change in fair value
        of
        warrant liabilities during the period, the Company would have incurred a
        net
        loss of $694,052.
  **Liquidity
        and Capital Resources at August 31, 2008**
 
 To
        date,
        the Company has relied on financing from investors and companies that it
        is in
        the process of acquiring to support its operations. As of August 31, 2008,
        it
        had unrestricted cash on hand of $22,973, as compared with $564,996 at November
        30, 2007. The Company’s cash on hand was received under bridge loans of $200,000
        from TGNAG on May 12, 2008 and July 22, 2008. (See Note 1 – Organization to
        Financial Statements.)
 
 The
        Company had a working capital deficit of $688,791 at August 31, 2008 and
        working
        capital of $538,612 at November 30, 2007. The Company has funded its business
        throughout the development stage primarily through equity investments from
        accredited investors.
 
 The
        following is a summary of the Company’s cash flows from operating, investing,
        and financing activities for the periods presented:
 
 ***Nine months ended***
                ***August 31,***
                **2008****Operating
                  activities**
              
              $
              (753,644
              )**Investing
                  activities**
              
              
              6,567**Financing
                  activities**
              
              
              200,000**Net
                  effect on cash**
              
              $
              (542,023
              )
  17
  **Nine
        Months Ended August 31, 2008**
  Net
        cash
        used in operating activities was $748,590 for the nine-month period ended
        August
        31, 2008, primarily attributable to professional service and software
        development fees of $246,930 and $150,873, respectively, and the net income
        adjusted for non-cash items (stock based compensation expense of $88,354
        and
        fair value of warrant liability income of $553,440, and an increase in accounts
        payable and accrued expenses of $129,120 as a result of the reverse merger
        with
        Cuchulainn.
 
 Net
        cash
        received from investing activities of $6,567 was due to cash acquired in
        the
        reverse merger.
 
 Net
        cash
        provided by financing activities was $200,000, which were the proceeds of
        the
        bridge loans provided by TGNAG on May 12, 2008 and July 22, 2008. (See Note
        1 - Organization to the Financial Statements.)
  The
        accompanying financial statements have been prepared on a going concern basis,
        which contemplates the realization of assets and the settlement of liabilities
        and commitments in the normal course of business. During the nine-month period
        ended August 31, 2008, the Company had net loss of $140,612. Excluding the
        amount of the change in fair value of warrant liabilities during the nine
        month
        period ended August 31, 2008, net loss was $694,052. The Auditor’s Report in the
        Company’s Annual Report on Form 10-KSB for the year ended November 30, 2007,
        states that due to a history of operating losses, as the Company has not
        yet
        commenced commercial operations and based on its needs for additional funds
        in
        Fiscal 2008 for its planned activities and to service debt, there is a
        substantial doubt about its ability to continue as a going concern. See Note
        2
        of Notes to 2007 Financial Statements.
 
 **Plan
        of Operation**  ****
 
 Management
        believes that the Company cannot meet its working capital requirements with
        the
        cash on hand as of October 15, 2008 without any additional funding. On May
        9,
        2008, the Company signed a letter of intent (the “Letter of Intent”) to acquire
        all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”),
        a privately owned Panamanian corporation through a merger and signed a Senior
        Promissory Note, pursuant to which TGNAG advanced $100,000. See “ *Acquisition
        of The Gaming Network A.G. and Bridge Loan.”* Subsequent to the balance sheet date, TGNAG has advised the Company in writing
        that it does not intend to proceed with the merger. Furthermore, the Company
        terminated the software license and services agreement that provided it the
        right to operate an online console game wagering service. See Note 7 –
Related Party Transactions. At this time, the Company does not have sufficient
        cash on hand to meet its expenses and liabilities.
 
 Accordingly,
        the Board of Directors of the Company has determined that it will cease its
        operations and terminate its business. The Company intends to file a
        Certification and Notice of Termination of Registration Under Section 12(g)
        of
        the Securities Exchange Act of 1934 on Form 15 terminating the registration
        of
        its shares of Common Stock under the Securities Exchange Act of 1934. Such
        termination will be effective upon the filing of Form 15, its shares of Common
        Stock will be delisted on all national securities exchanges and NanoSensors
        will
        cease to be a public company.
 
 After
        the
        filing of the Form 15, the Company intends to attempt to obtain the consent
        of
        the holders of a majority of the voting power of the Company to its dissolution
        and if it is successful, to dissolve the Company.
 
 As
        of the
        balance sheet date, there were no significant commitments for capital
        expenditures. In view of the Company’s early stage of development, there is no
        assurance that it will perform in accordance with its plan of operation,
        that it
        will continue as a going concern or that it will ultimately achieve profitable
        operations.
  **Off-Balance
        Sheet Arrangements**
 
 The
        Company had no off-balance sheet arrangements as of August 31,
        2008.
  **ITEM
        3. CONTROLS AND PROCEDURES**
 
 *Disclosure
        Controls*
 
 Management,
        including the Company’s Interim Chief Executive Officer and Interim Chief
        Financial Officer, has evaluated the effectiveness of the Company’s disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
        15d-15(e)) as of the end of the period covered by this report. Based upon
        that
        evaluation, the Interim Chief Executive Officer and Interim Chief Financial
        Officer concluded that the disclosure controls and procedures were effective
        to
        provide reasonable assurance that information required to be disclosed in
        the
        reports that the Company files under the Exchange Act is (i) recorded,
        processed, summarized and reported as and when required and (ii) accumulated
        and
        communicated to management, including the principal executive officer and
        principal financial officer, as appropriate to allow timely discussions
        regarding disclosure. In designing and evaluating the disclosure controls
        and
        procedures, management recognized that any controls and procedures, no matter
        how well designed and operated, can provide only reasonable assurance of
        achieving the desired control objectives, and management is required to apply
        its judgment in evaluating the cost-benefit relationship of possible controls
        and procedures.
  18
  *Internal
        Controls*
 
 There
        has
        not been any change in internal control over financial reporting during the
        nine
        months ended August 31, 2008, that has materially affected, or is reasonably
        likely to materially affect, internal control over financial reporting. As
        a
        development stage company with a limited number of employees, the Company
        will
        continue to implement additional measures in response to specific accounting
        and
        reporting weaknesses, including further personnel and organizational changes
        to
        improve supervision and increased training for finance and accounting
        personnel.
  It
        is not
        expected that internal controls over financial reporting will prevent all
        errors
        or all instances of fraud. A control system, no matter how well designed
        and
        operated, can provide only reasonable, not absolute, assurance that its
        objectives will be met. Further, the design of a control system must reflect
        the
        fact that there are resource constraints, and the benefits of controls must
        be
        considered relative to their costs. Because of the inherent limitations in
        all
        control systems, no evaluation of controls can provide absolute assurance
        that
        all control issues and instances of fraud, if any, within its company have
        been
        detected. These inherent limitations include the realities that judgments
        in
        decision-making can be faulty, and that breakdowns can occur because of simple
        error or mistake. Controls can also be circumvented by the individual acts
        of
        some persons, by collusion of two or more people, or by management override
        of
        the controls. The design of any system of controls is based in part upon
        certain
        assumptions about the likelihood of future events, and any design may not
        succeed in achieving its stated goals under all potential future conditions.
        Over time, controls may become inadequate because of changes in conditions
        or
        deterioration in the degree of compliance with policies or procedures. Because
        of the inherent limitation of a cost-effective control system, misstatements
        due
        to error or fraud may occur and not be detected.
  **PART
        II. OTHER INFORMATION**
  **ITEM
        1. LEGAL PROCEEDINGS.**
 
 The
        Company has been served with a summons and complaint in an action styled
        “Codefab, Inc. v. Plus 44 Holdings, Inc. (“Plus 44”) et al., instituted in the
        Supreme Court of the State of New York for the County of New York. The complaint
        alleges, on various legal theories, that the Company and the other defendants,
        including its subsidiary, Cuchulainn Acquisition Inc. (“Acquisition”), are
        jointly and severally liable to Codefab for a balance of $240,000 alleged
        to be
        due and unpaid on a Development Contract for software with respect to which
        neither the Company nor Cuchulainn is a party or a guarantor. The Company
        believes that the software in question may comprise all or a portion of the
        software that was licensed to Cuchulainn Holdings, Inc. (“Holdings”) by Plus 44
        under a Software License and Services Agreement, **** dated
        as
        of November 3, 2007, as amended on January 14, 2008. After the date of the
        amendment, Acquisition acquired Holdings in a merger (See Note 1 - Merger,
        above) and Plus 44 changed its name to WG Group, Inc. Based upon the advice
        of
        its counsel, the Company believes that the complaint is factually baseless
        and
        legally without merit insofar as it relates to the Company and Acquisition.
        The
        Company has until November 30, 2008, to answer the complaint or to file a
        motion
        for its dismissal or other relief.
  **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS.**
 
 None.
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES.**
 
 None
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
 
 *Preliminary
        Information Statement*
 
 See
        Note
        9 - Significant Event to the Financial Statements
 
 **ITEM
        5. OTHER INFORMATION.**
 
 *Termination
        of Business:*
 
 On
        May 9,
        2008, NanoSensors signed a letter of intent (the “Letter of Intent”) to acquire
        all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”),
        a privately owned Panamanian corporation through a merger and signed a Senior
        Promissory Note, pursuant to which TGNAG advanced $100,000. See “ *Acquisition
        of The Gaming Network A.G. and Bridge Loan.”* TGNAG
        has advised NanoSensors in writing that it does not intend to proceed with
        the
        merger. See Note 1 – Acquisition of The Gaming Network A.G. and Bridge Loan.
        Furthermore, the Company terminated the software license and services agreement
        that provided it the right to operate an online-based video console game
        wagering service. See Note 1 – Merger and Note 7 – Related Party Transactions At
        this time, NanoSensors does not have sufficient cash on hand to meet its
        expenses and liabilities.
  19
  Accordingly,
        the Board of Directors of NanoSensors has determined that NanoSensors will
        cease
        its operations and terminate its business. The Company intends to file a
        Certification and Notice of Termination of Registration Under Section 12(g)
        of
        the Securities Exchange Act of 1934 on Form 15 terminating the registration
        of
        its shares of Common Stock under the Securities Exchange Act of 1934. Such
        termination will be effective upon the filing of Form 15, its shares of Common
        Stock will be delisted on all national securities exchanges and NanoSensors
        will
        cease to be a public company.
 
 After
        the
        filing of the Form 15, the Company intends to attempt to obtain the consent
        of
        the holders of a majority of the voting power of the Company to its dissolution
        and if it is successful, to dissolve the Company.
 
 *Resignations
        of Directors*
  See
        Note
        10 – Subsequent Events to the Financial Statements.
 
 *Issuance
        of 17,950,000 shares of restricted common stock to Panalaw,
        Inc.*
 
 See
        Note
        7 – Related Party Transactions to the Financial Statements (Panalaw and Mr.
        Barry Miller).
  20
  **ITEM
        6. EXHIBITS.**
 
 The
        following exhibits are filed herewith or incorporated by reference.
  Incorporated
                  by ReferenceExhibit
                Number
              
              Exhibit
                  Description
              
              Form
              
              Dated
              
              Exhibit
              
              Filed
                Herewith31.1
              
              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
  21
  **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 October 20, 2008.
 
 **NANOSENSORS,
                  INC.**/s/
                  Robert BaronRobert
                  BaronInterim
                  Chief Executive Officer/s/
                  Joshua MoserJoshua
                  MoserInterim
                  Chief Financial Officer
  22