**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 Three Months Ended February 28,
                2007**


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




**Issuer’s
      telephone number: (408) 855-0051**





**N/A**





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


Since
      Last Report)





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





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





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





Class
            
            Outstanding
                at April 16 , 2007Common
                Stock, $0.001 par value per share
            
            406,726,698
                shares





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




-1-


**NANOSENSORS,
      INC.**





**INDEX**




**PART
                  I. FINANCIAL INFORMATION**
              Page(s)**ITEM
                  1. CONDENSED FINANCIAL STATEMENTS**
              3Balance
                  Sheets - February 28, 2007 (unaudited) and November 30,
                  2006
              3Statements
                  of Operations for the Periodfrom
                  date of inception to February 28, 2007 and the three month periods
                  ended
                  February 28, 2007 and February 28, 2006 (unaudited)
              4Statements
                  of Cash Flows for the Periodfrom
                  date of inception to February 28, 2007 and the three month periods
                  ended
                  February 28, 2007 and February 28, 2006 (unaudited)
              5Statement
                  of Shareholders’ Deficit for the Periodfrom
                the date of inception to February 28, 2007
                (unaudited)
              6Notes
                  to Financial Statements (unaudited)
              7**ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATIONS**
              15**ITEM
                  3. CONTROLS AND PROCEDURES**
              20**PART
                  II. OTHER INFORMATION****ITEM
                  1. LEGAL PROCEEDINGS**.
              21**ITEM
                  2. CHANGES IN SECURITIES**
              21**ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES**
              21**ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
              21-22**ITEM
                  5. OTHER INFORMATION**
              22**ITEM
                  6. EXHIBITS**
              22-23Signatures
              24Certifications





-2-


**PART
      I. FINANCIAL INFORMATION**


**ITEM
      1. FINANCIAL STATEMENTS**





**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**CONDENSED
      BALANCE SHEETS**


**February
                  28, 2007**
              
              **November
                  30, 2006****(Unaudited)****ASSETS****CURRENT
                  ASSETS:**Cash
              
              $
              424,583
              
              $
              244,915Cash
                  held in escrow
              
              
              -
              
              
              715,000Other
                  current assets
              
              
              39,816
              
              
              28,426**TOTAL
                  CURRENT ASSETS**
              
              
              464,399
              
              
              988,341**PROPERTY
                  AND EQUIPMENT - net of accumulated****depreciation
                  of $5,692 and $5,440, respectively**
              
              
              5,123
              
              
              14,030**OTHER
                  ASSETS:**Deposit
                  and other assets - net of amortization
              
              
              5,917
              
              
              6,333Deferred
                  acquisition cost
              
              
              36,749
              
              
              -Notes
                  receivable
              
              
              40,000
              
              
              -**TOTAL
                  ASSETS**
              
              $
              552,188
              
              $
              1,008,704**LIABILITIES
                  AND SHAREHOLDERS' DEFICIT****CURRENT
                  LIABILITIES:**Accounts
                  payable and accrued expenses
              
              $
              156,130
              
              $
              281,338Accounts
                  payable - related party
              
              
              12,500
              
              
              37,500Derivative
                  liability from warrants issued
              
              
              1,521,960
              
              
              2,106,300Accrued
                  employee benefits
              
              
              8,884
              
              
              7,987Client
                  escrow funds
              
              
              -
              
              
              715,000**TOTAL
                  CURRENT LIABILITIES**
              
              
              1,699,474
              
              
              3,148,125**COMMITMENTS
                  AND CONTINGENCIES****SHAREHOLDERS'
                  DEFICIT:******Preferred
                  stock, $.001 par value; 20,000,000 sharesauthorized;
                  no shares issued
              
              
              -
              
              
              -Common
                  stock, $.001 par value; 950,000,000 and 500,000,000 sharesauthorized;
                  406,726,698 and 332,226,698 shares issuedand
                  outstanding in 2007 and 2006, respectively
              
              
              406,727
              
              
              332,227Additional
                  paid-in capital
              
              
              750,215
              
              
              714,250Deficit
                  accumulated during the development stage
              
              
              (2,304,228
              )
              
              (3,185,898
              )(1,147,286
              )
              
              (2,139,421
              )**TOTAL
                  LIABILITIES AND SHAREHOLDERS' DEFICIT**
              
              $
              552,188
              
              $
              1,008,704




The
        accompanying notes are an integral part of these financial
        statements.
 -3-


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**


**(Unaudited)**


**For
                  the Cumulative****Period
                  from Inception**
              
              **Three
                  Months**
              
              **Three
                  Months****(December
                  23, 2003) to**
              
              **Ended**
              
              **Ended****February
                  28, 2007**
              
              **February
                  28, 2007**
              
              **February
                  28, 2006****NET
                  SALES**
              
              $
              11,688
              
              $
              -
              
              $
              -**COSTS
                  AND EXPENSES:**General
                  and administrative expense
              
              
              1,409,991
              
              
              298,207
              
              
              91,854Research
                  and development
              
              
              605,973
              
              
              51,014
              
              
              -Depreciation
                  and amortization
              
              
              41,026
              
              
              668
              
              
              817Write-off
                  of licenses
              
              
              61,750
              
              
              -
              
              
              -**TOTAL
                  COSTS AND EXPENSES**
              
              
              2,118,740
              
              
              349,889
              
              
              92,671**LOSS
                  FROM OPERATIONS**
              
              
              (2,107,052
              )
              
              (349,889
              )
              
              (92,671
              )**OTHER
                  INCOME (EXPENSE)**Income
                  (expense) related to fair value of warrant liability
              
              
              (166,834
              )
              
              1,227,840
              
              
              -Interest
                  expense
              
              
              (40,357
              )
              
              (253
              )
              
              -Interest
                  income
              
              
              10,015
              
              
              3,972
              
              
              6**INCOME
                  (LOSS) BEFORE INCOME TAXES**
              
              
              (2,304,228
              )
              
              881,670
              
              
              (92,665
              )Provision
                  (credit) for income taxes
              
              
              -
              
              
              -
              
              
              -**NET
                  INCOME (LOSS)**
              
              $
              (2,304,228
              )
              $
              881,670
              
              $
              (92,665
              )**BASIC
                  NET INCOME (LOSS) PER SHARE**
              
              $
              (0.01
              )
              $
              0.00
              
              $
              (0.00
              )**WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  SHARES OUTSTANDING**
              
              
              222,137,101
              
              
              383,010,031
              
              
              205,765,000**DILUTED
                  NET INCOME (LOSS)****PER
                  SHARE**
              
              $
              (0.01
              )
              $
              0.002
              
              $
              (0.00
              )**DILUTED
                  COMMON SHARES OUTSTANDING**
              
              
              222,137,101
              
              
              389,465,732
              
              
              205,765,000




The
        accompanying notes are an integral part of these financial
        statements.
  -4-


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**


For
                  the Cumulative
                Period
                  fromInception
                (December
                  23, 2003)
              
              Three
                  Months Ended
              
              Three
                  Months Endedto
                  February 28, 2007
              
              to
                  February 28, 2007
              
              to
                  February 28, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  Income (loss)
              
              $
              (2,304,228
              )
              $
              881,670
              
              $
              (92,665
              )Adjustment
                  to reconcile net loss to net cash utilized inoperating
                  activities:Depreciation
                  and amortization
              
              
              41,026
              
              
              668
              
              
              816Write-off
                  of licenses
              
              
              61,750
              
              
              -
              
              
              -Stock
                  based compensation and warrants issued
              
              
              154,117
              
              
              80,465
              
              
              -Expenses
                  (income) related to fair value of warrant liability
              
              
              166,834
              
              
              (1,227,840
              )
              
              -Change
                  in operating assets and operating liabilities:
              
              
              
              
              
              -Prepaid
                  expenses and other assets
              
              
              (39,816
              )
              
              (11,391
              )
              
              (1,997
              )Accrued
                  employee benefits
              
              
              5,975
              
              
              898
              
              
              (4,205
              )Accounts
                  payable and accrued expenses
              
              
              295,538
              
              
              (150,208
              )
              
              -**Net
                  cash used by operating activities**
              
              
              (1,618,804
              )
              
              (425,738
              )
              
              (98,051
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of equipment
              
              
              (19,470
              )
              
              -
              
              
              -Proceeds
                  from return of equipment
              
              
              8,655
              
              
              8,655
              
              
              -Purchase
                  of license
              
              
              (90,000
              )
              
              -
              
              
              -Deposit
                  and other assets
              
              
              (44,749
              )
              
              (36,749
              )
              
              (5,000
              )Notes
                  receivable
              
              
              (40,000
              )
              
              (40,000
              )**Net
                  cash used in investment activities**
              
              
              (185,564
              )
              
              (68,094
              )
              
              (5,000
              )**CASH
                  FLOW FROM FINANCING ACTIVITIES:**Net
                  proceeds from issuance of common stock and warrants
              
              
              2,228,951
              
              
              673,500
              
              
              39,500**Net
                  cash provided by financing activities**
              
              
              2,228,951
              
              
              673,500
              
              
              39,500**NET
                  INCREASE IN CASH**
              
              
              421,673
              
              
              179,668
              
              
              (63,551
              )Cash
                  at beginning of period
              
              
              -
              
              
              244,915
              
              
              191,940**CASH
                  AT END OF PERIOD**
              
              $
              424,583
              
              $
              424,583
              
              $
              128,389**NON
                  CASH FLOWS FROM OPERATING ACTIVITIES:**Issuance
                  of 116,350,000 common shares for services
              
              
              12,902
              
              
              -
              
              
              -**SUPPLEMENTAL
                  CASH FLOW INFORMATION:****Cash
                  paid during the period for:**Interest
              
              
              22,576
              
              
              3,972
              
              
              -Cashless
                  exercise of warrants into common stock
              
              
              24,352
              
              
              -
              
              
              -Warrants
                  issued recorded as liability
              
              
              1,355,126
              
              
              643,500
              
              
              -Dividend
                  expenses on induced conversion of warrants
              
              
              203,200
              
              
              -
              
              
              -Release
                  of escrow funds and related liabilitiy
              
              
              715,000
              
              
              715,000





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


-5-


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**STATEMENT
      OF SHAREHOLDERS’ DEFICIT**


**(Unaudited)**


DeficitAdditional
              
              AccumulatedCommon
              
              
              
              Paid
                  - in
              
              During
                  theShares
              
              Amount
              
              Capital
              
              Development
                  Stage
              
              Total**BALANCE
                  AT DECEMBER 23, 2003 ( INCEPTION)**
              
              
              
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for license at $0.0001
              
              
              50,000,000
              
              
              50,000
              
              
              (45,000
              )
              
              -
              
              
              5,000Issuance
                  of common stock for services and expenses
              
              
              114,500,000
              
              
              114,500
              
              
              (103,050
              )
              
              -
              
              
              11,450at
                  $0.0001 per shareIssuance
                  of common stock for cash at $0.005 per share
              
              
              95,000
              
              
              95
              
              
              380
              
              
              -
              
              
              475Issuance
                  of common stock for cash at $0.020 per share-
              
              
              27,500,000
              
              
              27,500
              
              
              435,500
              
              
              -
              
              
              463,000net
                  of issuance costsIssuance
                  of common stock for note receivable - at
              
              
              880,000
              
              
              880
              
              
              3,520
              
              
              -
              
              
              4,400$0.005
                  per share - paid in June 2004Issuance
                  of common stock for payment of debt
              
              
              6,200,000
              
              
              6,200
              
              
              117,800
              
              
              -
              
              
              124,000at
                  $0.020 per shareIssuance
                  of common stock for expenses at $0.00078 per share
              
              
              1,850,000
              
              
              1,850
              
              
              (398
              )
              
              -
              
              
              1,452Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (741,499
              )
              
              (741,499
              )**BALANCE
                  AS OF NOVEMBER 30, 2004**
              
              
              201,025,000
              
              
              201,025
              
              
              408,752
              
              
              (741,499
              )
              
              (131,722
              )Issuance
                  of common stock for cash at $0.020 per share
              
              
              1,500,000
              
              
              1,500
              
              
              28,500
              
              
              -
              
              
              30,000Issuance
                  of common stock for cash at $0.10 per share,
              
              
              2,500,000
              
              
              2,500
              
              
              222,500
              
              
              -
              
              
              225,000net
                  of issuance costsNet
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (334,125
              )
              
              (334,125
              )**BALANCE
                  AS OF NOVEMBER 30, 2005**
              
              
              205,025,000
              
              
              205,025
              
              
              659,752
              
              
              (1,075,624
              )
              
              (210,847
              )Issuance
                  of common stock for cash at $0.025 per share
              
              
              500,000
              
              
              500
              
              
              12,000
              
              
              -
              
              
              12,500Issuance
                  of common stock for cash at $0.030 per share
              
              
              900,000
              
              
              900
              
              
              26,100
              
              
              -
              
              
              27,000Issuance
                  of common stock for cash at $0.01 per share
              
              
              16,000,000
              
              
              16,000
              
              
              -
              
              
              -
              
              
              16,000net
                  of fees and fair value of warrant liabilityCashless
                  exercise of 2,250,000 warrants into common
              
              
              1,800,000
              
              
              1,800
              
              
              (1,800
              )
              
              -
              
              
              -stock
                  net of fees and warrant liabilityAdjustment
                  resulting from warrant modification
              
              
              -
              
              
              -
              
              
              66,750
              
              
              -
              
              
              66,750Deemed
                  dividends re: induced conversion of warrants
              
              
              -
              
              
              -
              
              
              (66,750
              )
              
              -
              
              
              (66,750
              )Issuance
                  of common stock for cash at $0.01 shares
              
              
              65,450,000
              
              
              65,450
              
              
              -
              
              
              -
              
              
              65,450net
                  of fees and fair value of warrant liabilityCashless
                  exercise of 14,150,000 warrants into common
              
              
              12,270,645
              
              
              12,271
              
              
              (12,271
              )
              
              -
              
              
              -stockAdjustment
                  resulting from warrant modification
              
              
              -
              
              
              -
              
              
              95,550
              
              
              -
              
              
              95,550Deemed
                  dividends re: induced conversion of warrants
              
              
              -
              
              
              -
              
              
              (95,550
              )
              
              -
              
              
              (95,550
              )Issuance
                  of common stock for cash at $0.01 shares
              
              
              20,000,000
              
              
              20,000
              
              
              (20,000
              )
              
              -
              
              
              -net
                  of fees and fair value of warrant liabilityCashless
                  exercise of 12,950,000 warrants into common
              
              
              10,281,053
              
              
              10,281
              
              
              (10,281
              )
              
              -
              
              
              -stockStock
                  Based Compensation
              
              
              -
              
              
              -
              
              
              60,750
              
              
              -
              
              
              60,750Adjustment
                  resulting from warrant modification
              
              
              -
              
              
              -
              
              
              40,900
              
              
              -
              
              
              40,900Deemed
                  dividends re: induced conversion of warrants
              
              
              -
              
              
              -
              
              
              (40,900
              )
              
              -
              
              
              (40,900
              )Net
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,110,274
              )
              
              (2,110,274
              )**BALANCE
                  AS OF NOVEMBER 30, 2006**
              
              
              332,226,698
              
              
              332,227
              
              
              714,250
              
              
              (3,185,898
              )
              
              (2,139,421
              )Issuance
                  of common stock for cash at $0.01 shares
              
              
              71,500,000
              
              
              71,500
              
              
              (71,500
              )
              
              -
              
              
              -net
                  of fees and fair value of warrant liabilityIssuance
                  of common stock for cash at $0.01 per share
              
              
              3,000,000
              
              
              3,000
              
              
              27,000
              
              
              -
              
              
              30,000Stock
                  Based Compensation
              
              
              -
              
              
              -
              
              
              80,465
              
              
              -
              
              
              80,465Net
                  Income
              
              
              -
              
              
              -
              
              
              -
              
              
              881,670
              
              
              881,670**BALANCE
                  AS OF FEBRUARY 28, 2007**
              
              
              406,726,698
              
              $
              406,727
              
              $
              750,215
              
              $
              (2,304,228
              )
              $
              (1,147,286
              )




The
        accompanying notes are an integral part of these financial
        statements.
 -6-


**NANOSENSORS,
      INC.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**February
      28, 2007**


**(Unaudited)**




1.
            ORGANIZATION:





The
      Company was incorporated under the laws of the State of Nevada on December
      23,
      2003 with authorized common stock of 500,000,000 shares at $.001 par value
      (See
      also Note 8). The Company effected a 10:1 stock split as of January 5, 2006.
      The
      Financial Statements presented here for the periods prior to this date have
      been
      restated to give effect to this stock split as if the split occurred at the
      date
      of inception.





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





The
      Company has elected November 30 as its fiscal year end.




2.
            GOING CONCERN:





The
      Company has incurred recurring operating losses in each of the periods since
      Inception (December 23, 2003) to February 28, 2007 aggregating
      $2,304,228 **** and
      has a
      working capital deficit of $1,235,076 as of February 28, 2007. Excluding the
      liability for warrants accounted as a derivative, the net working capital is
      $286,884. The recurring operating losses are due to the Company being in the
      development stage, and that it has yet to establish commercial operations.
      The
      Company has no cash flows from revenues and has been utilizing the proceeds
      from
      the sale of its securities primarily on research and development activities
      and
      administrative costs.





The
      Company will need additional capital for its future planned activity and for
      payment of its current liabilities, which raises substantial doubt about its
      ability to continue as a going concern. Continuation of the Company as a going
      concern is dependent upon sales, the exercising of outstanding warrants, and
      the
      proceeds from additional common stock offerings or debt financings. The net
      proceeds from these sources are expected to meet the Company’s need for the
      coming year.





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





3.
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES:


*Basis
      of Presentation*





The
      interim financial information, as of February 28, 2007 and for the three-month
      periods ended February 28, 2007 and 2006 and for the cumulative period from
      inception (December 23, 2003) to February 28, 2007, has been prepared without
      audit, pursuant to the rules and regulations of the Securities and Exchange
      Commission (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, although we believe that the disclosures made are adequate to
      provide for fair presentation. These financial statements should be read in
      conjunction with the financial statements and the notes thereto, included in
      the
      Company's Annual Report on Form 10-KSB for the fiscal year ended November 30,
      2006, previously filed with the SEC.





-7-


In
      the
      opinion of management, all adjustments (which include normal recurring
      adjustments) necessary to present a fair statement of financial position as
      of
      February 28, 2007, and results of operations, statement of shareholders’ deficit
      and cash flows for the three months ended February 28, 2007 and 2006, and for
      the cumulative period from inception (December 23, 2003) to February 28, 2007
      as
      applicable, have been made. The results of operations for the three months
      ended
      February 28, 2007 are not necessarily indicative of the operating results for
      the full fiscal year or any future periods.





*Basic
      and Diluted Net Income (Loss) Per Share*





The
      Company presents “basic” and, if applicable, “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 issued to employees, non-employees and
      investors as of February 28, 2007 and 2006 aggregated 277,661,348 and
      60,825,000, respectively. All per
      common share calculations reflect the 10:1 stock split made effective as of
      January 5, 2006.





*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 warrants 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 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 to liability at
      the
      fair value of the instrument on the reclassification date. In the event that
      the
      warrants are determined to be equity, no value is assigned for financial
      reporting purposes.





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




In
        February 2006, the Financial Accounting Standards Board issued SFAS No. 155
–
“Accounting for Certain Hybrid Financial Instruments” which amends certain
        sections of SFAS No. 133. The Company has adopted this standard which did
        not
        have a material effect on its financial statements.





*Non-employee
      Compensation*





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





The
      valuation of the options and warrants is based on a Black Scholes model, and
      may
      vary significantly based on factors such as the exercise price, remaining time
      left to exercise the warrants, recent volatility (change) in the price of our
      common stock, risk free interest rate and the market price of our common stock
      on the date of vesting.




*Stock
      Based Compensation: Employees and Directors*





Effective
      March 1, 2006, the Company adopted the fair value recognition provisions of
      SFAS
      No. 123 (Revised 2004), “Share-Based Payment,” (FAS 123R). The fair value
      of stock options granted is determined using the Black-Scholes option-pricing
      formula and a single option award approach. This fair value is then amortized
      on
      a straight-line basis over the requisite service periods of the awards, which
      is
      generally the vesting period. Although the Company’s Board of Directors approved
      the grant of options to certain employees and directors during the 2006 fiscal
      year, these awards which total 34,621,463 options were granted subject to
      shareholder approval, which occurred on December 13, 2006 (See note 5).
      Accordingly, no options were deemed granted to employees or directors during
      the
      year ended November 30, 2006.




-8-




4.
                WARRANT
                    DERIVATIVE LIABILITY & STOCK BASED COMPENSATION:


**Warrants
      Issued to Investor and Agents**




The
      Company evaluates its warrants or 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 or the embedded feature is required to be bifurcated, the fair value
      of the warrants or embedded feature is recorded as a liability and
      marked-to-market each balance sheet date. The change in fair value of the
      warrants or the embedded feature, if any, at each balance sheet date 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 to liability at the fair value
      of the instrument on the reclassification date. In the event that the warrants
      are determined to be equity, no value is assigned for financial reporting
      purposes.




The
      valuation of the warrant liability is discussed in Note 5, and is based on
      a
      Black Scholes 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 the Company’s common stock, risk free interest rate and
      the market price of the Company’s common stock.




**Accounting
      for Employee Awards:**




On
      December 13, 2006 the Company’s stockholder’s approved the NanoSensors Equity
      Incentive Plan (“2006 Equity Incentive Plan”). The 2006 Incentive Plan permits
      the Company to provide a broad range of stock awards to its employees, directors
      and consultants. The 2006 Incentive Plan serves as the Company’s primary equity
      incentive plan for its employees, consultants and directors.




The
      Company accounts for all employee awards in accordance with the recognition
      and
      measurement provisions of Statement of Financial Accounting Standards No. 123
      (revised 2004), Share-Based Payment ("FAS 123(R)"), which replaces SFAS No.
      123,
      Accounting for Stock-Based Compensation ("FAS 123"), and supersedes Accounting
      Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to
      Employees, and related interpretations. FAS 123(R) requires compensation costs
      related to share-based payment transactions, including employee stock options,
      to be recognized in the financial statements. In addition, the Company will
      utilize the guidance set forth within Securities and Exchange Commission ("SEC")
      Staff Accounting Bulletin No. 107, which provides the Staff's views regarding
      the interaction between FAS 123(R) and certain SEC rules and regulations and
      provides interpretations with respect to the valuation of share-based payments
      for public companies.




**Accounting
      for Non-employee Awards:**




The
      Company accounts for options and warrants granted to its non-employee
      consultants and non-employee registered representatives using the fair value
      cost in accordance with FAS 123 and EITF No. 96-18. The adoption of FAS 123(R)
      and SAB 107 as of March 1, 2006 had no material impact on the accounting for
      non-employee awards. The Company continues to consider the additional guidance
      set forth in EITF Issue No. 96-18 ("EITF 96-18"), “Accounting for Equity
      Instruments That Are Issued to Other Than Employees”.




-9-


Stock-based
      compensation expense related to NanoSensors’ share-based compensation
      arrangements is being recorded as a component of general and administrative
      expense and research and development expense in accordance with the guidance
      of
      Staff Accounting Bulletin 107, Topic 14, paragraph F, *Classification
      of Compensation Expense Associated with Share-Based Payment
      Arrangements* .




Stock
      based compensation expense related to employee and non-employee stock options
      and warrants recognized in the operating results for the three months ended
      February 28, 2007 and 2006, and for the period from December 23, 2003
      (inception), through February 28, 2007 can be summarized as follow:




**Three Months Ended February
                28, 2007**
            
            **Inception**
              **through****Stock based compensation expense**
            
            **2007**
            
            **2006**
            
            **February
                28,  2007**Employee
                — research and development
            
            $
            0
            
            $
            0
            
            $
            0Non-employee
                — research and development
            
            
            0
            
            
            0
            
            
            0Employee
                — general and administrative
            
            
            73,048
            
            
            0
            
            
            73,048Non-employee
                — general and administrative
            
            
            7,417
            
            
            0
            
            
            46,667Total
                stock based compensation expense
            
            $
            80,465
            
            $
            0
            
            $
            119,715




The
      weighted average fair value of each employee stock option and warrant granted
      during the three months ended February 28, 2007 was $0.0073. As
      of
      February 28, 2007, there was $198,695 of total unrecognized compensation cost
      related to non-vested stock options and warrants.  That cost is expected to
      be recognized over a weighted average period of 8.55 years.





The
      fair
      value of options and warrants at the date of grant was estimated using the
      Black-Scholes option pricing model. The expected volatility is based upon
      historical volatility of our 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:





**Three
                Months  Ended February 28, 2007**Expected
                volatility
            
            188
                - 195
            %Expected
                dividend yield
            
            0
            %Risk-free
                interest rate
            
            4.50
                - 4.82
            %Expected
                term (in years)
            
            2
                -
                5




-10-




The
      following table represents all our stock options and warrants granted,
      exercised, and forfeited during the three months ended as of February 28,
      2007.





Weighted
            WeightedAverage
            Average
            AggregateNumber
            Exercise
            Remaining
            Intrinsicof
                Shares
            Price
            Contractual
            ValueStock
                Options
            
            
            per
                Share
            TermOutstanding
                at December 1, 2006
            
            160,315,000
            
            
            $0.031Granted
            
            120,421,348
            
            
            $0.039Cancelled
            
            -Exercised
            
            (3,000,000)
            
            
            $0.010Forfeited/expired
            
            (75,000)
            
            
            $0.020Outstanding
                at February 28, 2007
            
            277,661,348
            
            
            $0.035
            
            4.1
                years
            
            $
                0Exercisable
                at February 28, 2007
            
            247,693,005
            
            
            $0.033
            
            4.5
                years
            
            $
                0




5.
              SHAREHOLDERS’
                  EQUITY:


*Private
      Placement*





On
      December 27, 2006, the Company received gross proceeds of $715,000 from escrow
      after satisfying the covenants it agreed to in connection with its private
      placement of units, which closed in June 2006. The Company issued the investors
      an aggregate of 71,500,000 shares of common stock and warrants to purchase
      71,500,000 shares of common stock exercisable for a period of five years at
      a
      per share exercise price of $0.04. From the gross proceeds, Company paid
      additional commissions of $71,500 to the selling agents in the private placement
      and issued them unit purchase warrants to purchase 14,300,000 units of our
      securities, consisting of 14,300,000 shares of common stock and 14,300,000
      warrants. The unit purchase warrants are exercisable for a period of five years
      at a per unit exercise price of $0.01. After payment of commissions and expenses
      associated with this closing, the Company received net proceeds of approximately
      $643,500. The Company intends to use the proceeds for working capital and
      general business purposes. 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 Registrant believes
      that the investors and the selling agent are “accredited investors”, as such
      term is defined in Rule 501(a) promulgated under the Securities Act. The resale
      of the shares of common stock issued in the closing and issuable upon exercise
      of warrants, are covered by a Registration Statement on Form SB-2, which was
      declared effective by the Securities and Exchange Commission on December 19,
      2006.




In
      total
      for the private placement that commenced on May 11, 2006, the Company issued
      an
      aggregate of 172,950,000 shares of common stock and warrants to purchase
      172,950,000 shares of 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, results in the issuance of an aggregate of 69,180,000 shares of common
      stock upon exercise) and paid commissions to the selling agents of
      $172,950.





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





-11-


The
      Company valued the warrants under the Black Scholes option-pricing model with
      the following assumptions: an expected life equal to the contractual term of
      the
      warrants (five years); no dividends; a risk free rate of return ranging from
      4.52% to 4.64%, which equals the five-year yield on Treasury bonds at constant
      (or fixed) maturity; and volatility of between 181% and 195%. The warrants
      issued during the second quarter of 2006 to investors and the Selling Agent
      (16,000,000 and 3,200,000, respectively) were initially valued on the date
      of
      issue at $1,590,400, which has been recorded as a debit to additional paid
      in
      capital to the extent of the net proceeds of $86,163 and the excess of
      $1,504,237 has been expensed in the statement of operations. The warrants issued
      during the third quarter of 2006 to investors and the Selling Agent (65,450,000
      and 13,090,000, respectively) were initially valued on the date of issue at
      $5,510,120, which has been recorded as a debit to additional paid in capital
      to
      the extent of the net proceeds of $445,463 and the excess of $5,064,657 has
      been
      expensed in the statement of operations. The warrants issued during the fourth
      quarter of 2006 to investors and the Selling Agent (20,000,000 and 4,000,000,
      respectively) were initially valued on the date of issue at $716,000, which
      has
      been recorded as a debit to additional paid in capital to the extent of the
      net
      proceeds of $180,000 and the excess of $536,000 has been expensed in the
      statement of operations. The warrants issued during the first quarter of 2007
      to
      investors and the Selling Agent (71,500,000 and 14,300,000) were initially
      valued on the date of issue at $929,500 which has been recorded as a debit
      to
      additional paid in capital to the extent of the net proceeds of $643,500 and
      the
      excess of $286,000 has been expensed in the statement of operations.





EITF
      00-19 requires that the Company revalue the warrants as a derivative instrument
      periodically to compute the value in connection with changes in the underlying
      stock price and other assumptions, with the change in value recorded as interest
      expense or interest income. Upon the earlier of the warrant exercise or the
      expiration date, the warrant liability will be reclassified into shareholders’
equity. Until that time, the warrant liability will be recorded at fair value
      based on the methodology described above. Changes in the fair value during
      each
      period will be recorded as other income or other expense. Liquidated damages
      under the registration rights agreement will be expensed as incurred and will
      be
      included in non-operating expenses. As of and during the quarter-ended February
      28, 2007, the 172,950,000 Investor Warrants and the 69,180,000 Agent Warrants
      were revalued and the change in fair value of these warrants from their initial
      value of $3,035,800, to $1,521,960 or $1,513,840 has been recorded as reduction
      of expense related to fair value of warrant liability in the statement of
      operations.





The
      securities sold in this Offering were not registered under the Securities Act
      of
      1933, as amended, and 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 such term is defined in Rule 501(a)
      promulgated under the Securities Act.





*Exercise
      of Warrants*





On
      February 6, 2007, the Company issued 3,000,000 shares of common stock on the
      exercise of warrants at $0.01 per share for proceeds of $30,000. These warrants
      were issued in connection with the Company’s November 2005 private placement.




These
      transactions were consummated in reliance upon the exemption from registration
      set forth in Section 4(2) of the Securities Act of 1933, as
      amended.





-12-




*Employee
      and Director Option Grants*





On
      December 13, 2006 the Company’s stockholder’s approved the 2006 Equity Incentive
      Plan. During the quarter ended February 28, 2007 the Company issued options
      to
      the following employees and directors:





Name
            Total
                Amount
            Vested
                as of February 28, 2007
            Unvested
                as of February 28, 2007Dr.
                Ted Wong
            18,000,000
            5,433,333
            12,566,667Joshua
                Moser
            14,200,000
            4,340,000
            9,860,000Robert
                Baron
            2,421,348
            421,348
            2,000,000**Totals**
            **34,621,348**
            **10,194,681**
            **24,426,667**




6.
                RELATED
                    PARTY TRANSACTIONS:




As
      of the
      end of this quarter, accounts and advances payable to related parties only
      consist of consulting fees payable to Dr. Ted Wong in the amount of $12,500.





7.
              COMMITMENTS
                  AND CONTINGENCIES:




The
      following table lists the future payments required on the Company’s commitments
      for the remaining three quarters of fiscal 2007 and fiscal years ending in
      2008
      and thereafter:




Obligations
            2007
            2008
            2009
            2010
            2011
            ThereafterOffice
                Lease
            $23,962
            $8,121
            $------------
            $------------
            $------------
            $------------Michigan
                State Technology License
            0.00
            10,000
            10,000
            10,000
            10,000
            210,000Pohang
                University Technology License
            0.00
            10,000
            10,000
            10,000
            10,000
            210,000Employment
                Agreements
            198,000
            264,000
            176,000
            ------------
            ------------
            ------------Technical
                Advisory Board
            67,500
            52,500
            ----------
            ------------
            ------------
            ------------Accrescent
                Research
            27,000
            30,000
            ----------
            ----------
            ----------
            ------------**Totals**
            **$316,462**
            **$374,621**
            **$196,000**
            **$20,000**
            **$20,000**
            **$420,000**





8.
                SIGNIFICANT
                    EVENTS:




*Annual
      Meeting of Stockholders*





On
      December 13, 2006, at the Company’s 2006 Annual Meeting of Stockholders, the
      Company’s stockholders considered and approved the following
      proposals:





·
            Election
                of Ted L. Wong and Robert Baron as
                directors;


·
            Approval
                of the amendment to the Company’s Articles of Incorporation to increase
                the number of authorized shares of Common Stock to 950,000,000 shares;
                and


·
            Adoption
                of the Company’s 2006 Equity Incentive Plan
                which includes an initial reserve of 80,000,000 shares of the
                Company’s common stock.




-13-


*Letter
      of Intent for Acquisition of Assets of DKL International, Inc.*





On
      January 31, 2007, the Company entered into a non-binding letter of intent to
      acquire substantially all of the tangible and intangible assets of
      privately-held DKL International, Inc. DKL is a provider of passive detection
      technology and related products to the homeland security, defense, military,
      law
      enforcement, security, safety, and rescue markets. The Letter of Intent provides
      that the Company will pay a purchase price comprised of issuing common stock
      to
      DKL International, assuming certain liabilities of DKL International, and making
      commitments to provide additional capital at closing to fund the operations
      of
      DKL. In connection with the execution of the Letter of Intent, the Company
      provided DKL with an initial bridge loan of $40,000, which it will use for
      working capital and to pay for its acquisition costs pending the closing.
      Although the Company may provide DKL with additional operating funds pursuant
      to
      the bridge loan, the Company has no further obligation unless the parties
      execute a definitive transaction agreement. The full amount of the bridge loan
      is secured by a lien on DKL’s assets. In the event the acquisition is completed,
      the bridge loan will be applied to the purchase price. In the event that the
      Acquisition does not close as a result of DKL or the Company terminating the
      Letter of Intent, the bridge loan shall convert into a two-year loan maturing
      on
      the second anniversary date of the last advance of the bridge loan and will
      bear
      interest at a rate of 10% per annum , payable semi-annually, together with
      principal payments of $25,000 and a balloon payment of the remaining principal
      and interest due at the end of the two years.





The
      completion of the transaction is subject to numerous closing conditions,
      including the negotiation and execution of a definitive acquisition agreement,
      the completion of due diligence by the parties, compliance with state and
      federal securities laws and regulations, the approval of the Board of Directors
      and shareholders of each entity, as may be required, and several other
      conditions. If a final agreement is reached and the other conditions satisfied,
      the transaction is expected to close during the second quarter of 2007. However,
      as a result of the foregoing uncertainties, there can be no assurance that
      a
      definitive agreement will be executed or that, if it is, the transaction will
      be
      completed.





-14-




**FACTORS
      THAT MAY AFFECT FUTURE RESULTS**





*This
      report contains forward-looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of 1934, as amended. These forward-looking statements include,
      but
      are not limited to, statements concerning our plans to continue development
      of
      our current product candidates; address certain markets; engage third-party
      manufacturers; and evaluate additional product candidates for subsequent
      commercial development. In some cases, these statements may be identified by
      terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of
      such terms and other comparable terminology. Although we believe that the
      expectations reflected in the forward-looking statements contained herein are
      reasonable, we cannot guarantee future results, levels of activity, performance
      or achievements. These statements involve known and unknown risks and
      uncertainties that may cause our or our industry’s results, levels of activity,
      performance or achievements to be materially different from those expressed
      or
      implied by forward-looking statements. Factors that may cause or contribute
      to
      such differences include, among other things, those discussed under the captions
      “Business,” “Risk Factors” and “Management’s Discussion and Analysis-Plan of
      Operation” in our reports and registration statements filed with the Securities
      and Exchange Commission.*




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





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





*Management’s
      Discussion and Analysis of Financial Condition and Results of Operations should
      be read together with our financial statements and related notes included
      elsewhere in this Quarterly Report on Form 10-QSB. This Quarterly Report on
      Form
      10-QSB, including the following discussion, contains trend analysis and other
      forward-looking statements within the safe harbor provisions of the Private
      Securities Litigation Reform Act of 1995. Any statements in this Quarterly
      Report on Form 10-QSB that are not statements of historical facts are
      forward-looking statements. These forward-looking statements are based on a
      number of assumptions and involve risks and uncertainties. Actual results may
      differ materially from those set forth in such forward-looking statements as
      a
      result of factors set forth elsewhere in this Quarterly Report on Form 10-QSB.
      All share and per share data in this section, as well as in the entire report,
      unless otherwise noted, give retroactive effect to the 10 for 1 forward split
      declared by us on January 12, 2006.*





**Overview**





We
      are a
      development stage company that was formed in December 2003 to focus on
      developing and commercializing sensors and instruments, along with the
      management of intellectual property derived therefrom that will enable us to
      create nanoscale devices. These sensors will be designed to detect specified
      levels of targeted specific biological, chemical and explosive (herein referred
      to as “BCX”) agents in areas that are a risk in a number of settings, including
      areas that are a risk in the post 9/11-era. We believe there is a real need
      for
      products that can detect the existence of BCX agents in such places as airports,
      bus terminals, railway stations, government buildings and military
      installations. Our proposed products are being designed to apply wireless sensor
      networks for Homeland Security applications with sensors that are highly
      sensitive, small size, use low power consumption and operate
      remotely.





From
      December 1, 2006 through February 28, 2007, we did not generate any revenue
      from
      operations. As we do not expect to generate meaningful revenues or profits
      over
      the next fiscal year, management of cash flow is extremely important. During
      2005, our research and development expenses were $17,210 and during the year
      ended November 30, 2006, research and development expenses were $77,509. For the
      three
      months ended February 28. 2007, our research and development expenses were
      $51,014, whereas for the three months ended February 28, 2006, we did not record
      any expenses. We
      expect
      to incur additional losses to perform further research and development
      activities. We do not currently have any products commercially available. As
      described elsewhere, we are currently developing a product to detect e.coli;
      however, this product is currently undergoing pre-commercial release field
      testing and we cannot provide any assurances as to what the results of the
      testing will be nor can we guarantee that this product will be accepted in
      the
      marketplace. Our
      increase in research and development expenses are attributable to the
      development of our biosensor product.





On
      December 13, 2006, our stockholders approved an amendment to our Articles of
      Incorporation in order to increase our number of authorized shares of shares
      of
      common stock to 950,000,000 shares, and we filed the Certificate of Amendment
      to
      our Articles of Incorporation with the State of Nevada on such date.





-15-


*Forward
      Stock Split*





On
      December 16, 2005, a Definitive Information Statement on Schedule 14C was mailed
      to shareholders of record as of December 5, 2005, to notify shareholders of
      (i)
      the amendment to our Articles of Incorporation to increase in the number of
      authorized shares from 50 million to 500 million shares of Common Stock and
      to
      authorize 20 million shares of Preferred Stock, $.001 par value, and (ii) our
      decision to effect a 10 for 1 forward stock split in which we would issue ten
      (10) shares of Common Stock (consisting of 9 additional shares) for every one
      share of Common Stock outstanding as of January 12, 2006. We effected this
      forward stock split as of January 26, 2006 and it was effective on the OTCBB
      as
      of January 27, 2006. Upon the effectiveness of the forward split, the number
      of
      shares of Common Stock deemed to be issued and outstanding increased from
      20,642,500 to 206,425,000.





*Technology
      Licenses*





In
      fiscal
      2006, we entered into technology license agreements with Michigan State
      University and Pohang University of Science and Technology in order to acquire
      rights to technology that we expect to deploy in commercial sensor devices
      based
      on nanoporous silicon and carbon nanotube platforms. We are currently engaged
      in
      product design and testing activities concerning these recently licensed
      technologies. Pursuant to these license agreements, we paid each of the
      licensors an up-front cash fee of $20,000 and will pay these licensors royalties
      of 5% of the adjusted gross sales derived from commercial applications of the
      licensed technologies. In addition, commencing in 2008, we will be obligated
      to
      pay each of the licensors an annual minimum payment of $10,000, which obligation
      increases during the term of the agreement up to a maximum of $30,000, which
      payment may be offset by the earned royalties. These agreements are discussed
      in
      greater detail under the sub-heading “Technology” in the “Business” section of
      our Annual Report.





*Letter
      of Intent for Acquisition of Assets of DKL International, Inc.*





As
      of
      January 31, 2007, we entered into a non-binding letter of intent to acquire
      substantially all of the tangible and intangible assets of privately-held DKL
      International, Inc. DKL is a provider of passive detection technology and
      related products to the homeland security, defense, military, law enforcement,
      security, safety, and rescue markets. The Letter of Intent provides that we
      will
      pay a purchase price comprised of issuing common stock to DKL International,
      assuming certain liabilities of DKL International, and making commitments to
      provide additional capital at closing to fund the operations of DKL. In
      connection with the execution of the Letter of Intent, we provided DKL with
      an
      initial bridge loan of $40,000, which it will use for working capital and to
      pay
      for its acquisition costs pending the closing. Although we may provide DKL
      with
      additional operating funds pursuant to the bridge loan, we have no further
      obligation unless the parties execute a definitive transaction agreement. The
      full amount of the bridge loan is secured by a lien on DKL’s assets. In the
      event the acquisition is completed, the bridge loan will be applied to the
      purchase price. In the event that the Acquisition does not close as a result
      of
      us or DKL terminating the Letter of Intent, the bridge loan shall convert into
      a
      two-year loan maturing on the second anniversary date of the last advance of
      the
      bridge loan and will bear interest at a rate of 10% per annum , payable
      semi-annually, together with principal payments of $25,000 and a balloon payment
      of the remaining principal and interest due at the end of the two years.





The
      completion of the transaction is subject to numerous closing conditions,
      including the negotiation and execution of a definitive acquisition agreement,
      the completion of due diligence by the parties, compliance with state and
      federal securities laws and regulations, the approval of the Board of Directors
      and shareholders of each entity, as may be required, and several other
      conditions. If a final agreement is reached and the other conditions satisfied,
      the transaction is expected to close during the second quarter of 2007. However,
      as a result of the foregoing uncertainties, there can be no assurance that
      a
      definitive agreement will be executed or that, if it is, the transaction will
      be
      completed.




**Critical
      Accounting Policies**





In
      December 2001, the Securities and Exchange Commission requested that all
      registrants discuss their “critical accounting policies” in management’s
      discussion and analysis of financial condition and results of operations. The
      SEC indicated that a “critical accounting policy” is one that is both important
      to the portrayal of the company’s financial condition and results and that
      requires management’s most difficult, subjective or complex judgments. Such
      judgments are often the result of a need to make estimates about the effect
      of
      matters that are inherently uncertain. NanoSensors’ believes that other than the
      adoption of SFAS No. 123 (revised 2004,) “Share-Based Payment and the accounting
      policy related to Warrants and Freestanding Derivative Financial Instruments:,
      there have been no significant changes during the nine months ended August
      31,
      2006 to the items that were disclosed as our significant accounting policies
      in
      Note 2 of our Annual Report on Form 10-KSB for November 30, 2006. We currently
      believe the following accounting policies to be critical:





-16-


*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.





*Research
      and Development*





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





*Income
      Taxes*





The
      income tax benefit is computed on the pre-tax loss based on current tax law.
      Deferred income taxes are recognized for the tax consequences in future years
      of
      differences between the tax basis of assets and liabilities and their financial
      reporting amounts at each year-end based on enacted tax laws and statutory
      tax
      rates. No benefit is reflected for deferred tax assets arising from net loss
      carry-forwards since management cannot determine that it is likely that such
      assets will be realized.





*Accounting
      for Warrants and Freestanding Derivative Financial Instruments*





NanoSensors
      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 warrants 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
      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 to liability at the fair value
      of the instrument on the reclassification date. In the event that the warrants
      are determined to be equity, no value is assigned for financial reporting
      purposes.





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





*Non-employee
      Compensation*





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





The
      valuation of the options and warrants is based on a Black Scholes model, and
      may
      vary significantly based on factors such as the exercise price, remaining time
      left to exercise the warrants, recent volatility (change) in the price of our
      common stock, risk free interest rate and the market price of our common stock
      on the date of vesting.





*Stock
      Based Compensation: Employees and Directors*





Effective
      March 1, 2006, NanoSensors adopted the fair value recognition provisions of
      SFAS
      No. 123 (Revised 2004), “Share-Based Payment”. The fair value of stock
      options granted is determined using the Black-Scholes option-pricing formula
      and
      a single option award approach. This fair value is then amortized on a
      straight-line basis over the requisite service periods of the awards, which
      is
      generally the vesting period.





-17-


The
      valuation of the options is based on a Black Scholes model, and may vary
      significantly based on factors such as the exercise price, remaining time left
      to exercise the warrants, recent volatility (change) in the price of our common
      stock, risk free interest rate and the market price of our common stock on
      the
      date of vesting.





**Results
      of Operations for the Three Months Ended February 28, 2007 as Compared to the
      Three Months Ended February 28, 2006.**





For
      the
      three months ended February 28, 2007 and February 28, 2006, we did not have
      sales. We are still in the development stage. During the three months ended
      February 28, 2007, our total costs and expenses increased 277% to $349,889,
      whereas for the three months ended February 28, 2006, we recorded total costs
      and expenses of $92,671. Our
      increase in total costs and expenses primarily resulted from consulting fees
      and
      salaries paid to our Technical Advisory Board, Dr. Ted Wong, Joshua Moser,
      and
      one other consultant, along with expenses incurred for developing prototypes
      of
      our biosensor, and increases in legal and accounting fees





Research
      and development expenses for the three months ended February 28, 2007, increased
      to $51,014, whereas for the three months ended February 28, 2006, we did not
      record any expenses. All research and development costs are expensed as
      incurred. Our increase in research and development expenses are attributable
      to
      the development of our biosensor product .





Depreciation
      and amortization expense for the three month periods ended February 28, 2007
      and
      February 28, 2006 were $668 and $817 respectively.





Other
      Income for the three month period ended February 28, 2007 was $1,231,559,
      whereas for the three months ended February 28, 2006, we recorded Other Income
      of $6. We recorded $1,227,840 as income related to the fair value of the
      liability of the warrants we issued to investors and placement agents (See
      Note
      5 to Financial Statements). For the three month period ended February 28, 2007
      we had interest income of $3,972 whereas for the three months ended February
      28,
      2006, we recorded Interest Income of $6.





Net
      income for the three months ended February 28, 2007 was $881,670, whereas for
      the three months ended February 28, 2006, we had a net loss of $92,665. Excluding
      the amount of the change in Fair Value of Warrant Liabilities during the three
      months ended February 28, 2007, we had a net loss of $346,170. During the three
      months ended February 28, 2006, we did not incur a loss or income related to
      the
      change in Fair Value of Warrant Liabilities.




**Liquidity
      and Capital Resources at February 28, 2007**





We
      do not
      have an operating line of credit from a financial institution and consequently
      relied on financing from investors to support our operations. As of February
      28,
      2007, we had unrestricted cash on hand of $424,583, as compared with $244,915
      on
      deposit at November 30, 2006.





We
      had a
      working capital deficit of $1,235,076 at February 28, 2007 and $2,159,784 at
      November 30, 2006. Excluding the liability for warrants accounted for as a
      derivative, we had net working capital of $286,884 as of February 28, 2007
      and a
      net working capital deficit of **** $53,484
      at November 30, 2006





Our
      currently available funds resulted from a private placement of units that
      commenced on May 11, 2006. In June 2006, we completed this private placement
      and
      raised gross proceeds of $1,729,500 from the sale of a total number of units
      consisting of 172,950,000 shares of common stock and five-year warrants to
      purchase 172,950,000 shares of common stock at an exercise price of $0.04 per
      share. Each unit was sold at a price of $50,000. On December 27, 2006 we
      received the final net proceeds of $643,500. In total from this financing we
      received net proceeds of $1,406,000 after giving effect to the release of funds
      previously held in escrow related to this private placement.





-18-


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




***Three
                months ended February 28,*****2007**
            
            **2006****Operating
                activities**
            
            $
            (425,738
            )
            $
            (98,051
            )**Investing
                activities**
            
            
            (68,094
            )
            
            (5,000
            )**Financing
                activities**
            
            
            673,500
            
            
            39,500**Net
                effect on cash**
            
            $
            179,668
            
            $
            (63,551
            )




We
      suspended most of our operations during Fiscal 2005 until we were able to obtain
      additional financing of $250,000 in November 2005. Management believes that
      after closing its most recent private placement, that commenced on May 11,
      2006,
      it has sufficient funds on hand to incur its current level of general and
      administrative expenses to enable the company to pursue its business strategy
      for the next two months without raising additional capital through equity or
      debt investments from accredited investors.




Net
      cash
      used in operating activities was $425,738 for the period ended February 28,
      2007,  primarily attributable to the net income adjusted for non-cash items
      (stock based compensation expense of $80,465, depreciation and amortization
      expense of $668 and fair value of warrant liability income of $1,227,840),
      and a
      decrease in accounts payable and accrued expenses of $150,208. Additional uses
      of cash in operating activities resulted from an increase in prepaid expenses
      of
      $11,391, and a decrease in accrued payroll and employee benefits of $898.





Net
      cash
      used in investing activities was $68,094 representing a bridge loan in the
      amount of $40,000 to DKL (See Note 8) and deferred acquisition costs related
      to
      our transaction with DKL of $36,749.





Net
      cash
      provided by financing activities was $673,500. On December 27, 2006 we received
      net proceeds of $643,500 from escrow after satisfying covenants we agreed to
      in
      connection with our Private Placement of units, which closed in June 2006 (See
      Note 5). In addition, o n
      February 6, 2007, we issued 3,000,000 shares of common stock on the exercise
      of
      warrants at $0.01 per share for proceeds of $30,000.




The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business. During the three months ended
      February 28, 2007, we had net income of $881,670, whereas for the three months
      ended February 28, 2006, we recorded a net loss of $92,665. Excluding the amount
      of the change in Fair Value of Warrant Liabilities during the three months
      ended
      February 28, 2007, we had a net loss of $346,170. During the three months ended
      February 28, 2006, we did not incur a loss or income related to the change
      in
      Fair Value of Warrant Liabilities. The Auditor’s Report in our Annual Report on
      Form 10-KSB for the year ended November 30, 2006 includes an explanatory
      paragraph which states that due to history of operating losses, as we have
      not
      yet commenced commercial operations and based on our needs for additional funds
      in Fiscal 2007 for our planned activity and to service debt, there is a
      substantial doubt about our ability to continue as a going concern. See Note
      2
      of Notes to 2006 Financial Statements.




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





**Plan
      of Operation**





We
      believe that we will meet working capital requirements with the cash on hand
      as
      of April 16, 2007 for only the next two months without any additional funding.
      In addition, if we are unable to raise additional funds we will not be able
      to
      close our transaction with DKL International, Inc., that we announced on
      February 1, 2007. If additional funds are not readily available to us, we will
      take appropriate actions and reduce our product and technology development
      to
      match available funds. We
      will
      need to raise additional funds from debt or equity funding sources in order
      to
      produce other products currently in development. Furthermore, we also intend
      to
      seek financing from U.S. government agencies, such as the Department of Homeland
      Security and Defense Advanced Research Projects Agency (DARPA). Management
      believes that contractors and systems integrators to the government may be
      sources of funding in exchange for obtaining marketing rights from us for these
      sensor technologies so that other companies may bear the cost of product
      development, marketing, manufacturing and sales. If additional funds are
      required earlier than anticipated or in any event, there can be no assurance
      that we will be able to obtain such funds, if at all, and on a basis deemed
      acceptable to us.





-19-


We
      expect
      that our operating and administrative expenses will increase, primarily in
      travel, salary and fees paid to outside consultants and professional service
      firms. The increased travel will be required as we increase our efforts to
      develop marketable products. Accordingly, si nce
      the
      closing of our recent private placement, we have begun to increase our levels
      of
      operations in order to acquire technology assets and to increase our product
      research and development activities. As previously reported, we have established
      a technology advisory board in order to assist us in identifying patented or
      patent-pending technologies at universities and government laboratories. We
      have
      also recently retained marketing and technical consultants to assist us in
      our
      product and market development activities.





Our
      funding requirements will depend on numerous factors, including:





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





We
      expect
      product development costs to increase in the future as more of our potential
      products advance through the development stage.





Further,
      we entered into technology license agreements with Michigan State University
      and
      Pohang University of Science and Technology in order to acquire rights to
      technology that we expect to deploy in commercial sensor devices based on
      nanoporous silicon and carbon nanotube platforms. We are currently engaged
      in
      product design and testing activities concerning these recently licensed
      technologies. Pursuant to these license agreements, we paid each of the
      licensors an up-front cash fee of $20,000 and will pay these licensors royalties
      of 5% of the adjusted gross sales derived from commercial applications of the
      licensed technologies. In addition, commencing in 2008, we will be obligated
      to
      pay each of the licensors an annual minimum payment of $10,000, which obligation
      increases during the term of the agreement up to a maximum of $30,000, which
      payment may be offset by the earned royalties.





As
      described in greater detail in the business summary of our Annual Report on
      Form
      10-KSB for the fiscal year ended November 30, 2006, we are developing a
      biosensor product based on the recently licensed technology. The prototype
      of
      the first biosensor product has been built and tested and we have had limited
      quantities of the prototype produced by a third-party manufacturer. We expect
      to
      begin third-party field testing of our biosensor prototype to detect e-coli
      within the first two quarters of 2007. However, our ability to execute on this
      plan is influenced on our ability to raise additional funds.





Except
      for our office lease and employment agreements (see Note 7 to Financial
      Statements) we do not have any significant commitments for capital expenditures
      other than the royalty obligations discussed above. **** In view
      of our early stage of development, there is no assurance that we will perform
      in
      accordance with our plan of operation, or that we will continue as a going
      concern or that we will ultimately achieve profitable operations.





**Off-Balance
      Sheet Arrangements**





We
      had no
      off-balance sheet arrangements as of February 28, 2007.





**ITEM
      3. CONTROLS AND PROCEDURES**





*Disclosure
      Controls*





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




-20-


*Internal
      Controls*




There
      has
      not been any change in our internal control over financial reporting during
      our
      quarter ended February 28, 2007, that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.




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





**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





We
      are
      not a party to any legal proceedings.





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





*Warrant
      Exercises*




On
      February 6, 2007, we issued 3,000,000 shares of common stock on the exercise
      of
      warrants at $0.01 per share for proceeds of $30,000. This
      transaction was consummated in reliance upon the exemption from registration
      set
      forth in Section 4(2) of the Securities Act of 1933, as amended.




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





None





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





We
      held
      our Annual Meeting of Stockholders on December 13, 2006. At the meeting, our
      stockholders voted on the following three proposals, all of which were approved.
      Our stockholders cast their votes as follows:




*Proposal 1:* To
      elect the following nominees as directors to hold office until the next annual
      meeting of stockholders or until his successor has been duly elected and
      qualified:




**Nominee**
            
            **For**
            
            **Withheld**Ted
                L. Wong
            
            
            269,354,047
            
            
            4,749,599Robert
                Baron
            
            
            269,899,564
            
            
            4,568,099




-21-





*Proposal
      2: To approve* the
      amendment to our Articles of Incorporation to increase the number of authorized
      shares of common stock to 950,000,000 shares:





For
            
            Against
            
            Abstain261,899,564
            
            12,202,002
            
            2,080





*Proposal 3:* To
      approve the adoption of our 2006 Equity Incentive Plan (the “2006 Plan”):




For
            
            Against
            
            Abstain
            
            Broker
                Non-Votes177,289,695
            
            5,405,629
            
            61,700
            
            91,346,622




**ITEM
      5. OTHER INFORMATION.**





*Final
      Release of Funds from Escrow*





On
      December 27, 2006, we received gross proceeds of $715,000 from escrow after
      satisfying the covenants we agreed to in connection with our private placement
      of units, which closed in June 2006 (see Note 5). We issued the investors an
      aggregate of 71,500,000 shares of common stock and warrants to purchase
      71,500,000 shares of common stock exercisable for a period of five years at
      a
      per share exercise price of $0.04. From the gross proceeds, we paid additional
      commissions of $71,500 to the selling agents in the private placement and issued
      them unit purchase warrants to purchase 14,300,000 units of our securities,
      consisting of 14,300,000 shares of common stock and 14,300,000 warrants. The
      unit purchase warrants are exercisable for a period of five years at a per
      unit
      exercise price of $0.01. After payment of commissions and expenses associated
      with this closing, we received net proceeds of approximately $613,500. We intend
      to use the proceeds for working capital and general business purposes. 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. We believe that the investors and the selling agent
      are “accredited investors”, as such term is defined in Rule 501(a) promulgated
      under the Securities Act. The resale of the shares of common stock issued in
      the
      closing and issuable upon exercise of warrants, are covered by a Registration
      Statement on Form SB-2, which was declared effective by the Securities and
      Exchange Commission on December 19, 2006.





*Letter
      of Intent for Acquisition of Assets of DKL International, Inc.*





On
      January 31, 2007, we entered into a non-binding letter of intent to acquire
      substantially all of the tangible and intangible assets of privately-held DKL
      International, Inc. DKL is a provider of passive detection technology and
      related products to the homeland security, defense, military, law enforcement,
      security, safety, and rescue markets. The Letter of Intent provides that we
      will
      pay a purchase price comprised of issuing common stock to DKL International,
      assuming certain liabilities of DKL International, and making commitments to
      provide additional capital at closing to fund the operations of the DKL. In
      connection with the execution of the Letter of Intent, we provided DKL with
      an
      initial bridge loan of $40,000, which it will use for working capital and to
      pay
      for its acquisition costs pending the closing. Although we may provide DKL
      with
      additional operating funds pursuant to the bridge loan, we have no further
      obligation unless the parties execute a definitive transaction agreement. The
      full amount of the bridge loan is secured by a lien on DKL’s assets. In the
      event the acquisition is completed, the bridge loan will be extinguished. The
      completion of the transaction is subject to numerous closing conditions,
      including the negotiation and execution of a definitive acquisition agreement,
      the completion of due diligence by the parties, compliance with state and
      federal securities laws and regulations, the approval of the Board of Directors
      and shareholders of each entity and several other conditions. If a final
      agreement is reached and the other conditions satisfied, the transaction is
      expected to close during the second quarter of 2007. However, as a result of
      the
      foregoing uncertainties, there can be no assurance that a definitive agreement
      will be executed or that, if it is, the transaction will be completed.





**ITEM
      6. EXHIBITS.**





The
      following exhibits are filed herewith or incorporated by reference.




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Incorporated
                by ReferenceExhibit
              Number
            
            Exhibit
                Description
            
            Form
            
            Dated
            
            Exhibit
            
            Filed
              Herewith31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002
            
            
            
            
            
            
            
            X32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.
            
            
            
            
            
            
            
            X





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**SIGNATURES**





In
      accordance with Section 13 and 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized, on this April 16, 2007.





**NanoSensors,
                Inc.**/s/
                Ted WongTed
                WongPresident,
                Chief Executive Officer and
              Chief
                Financial Officer








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