UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2006

                                NANOSENSORS, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)


                        COMMISSION FILE NUMBER: 000-51007
                                                ---------

<TABLE>
<CAPTION>
<S>                                                          <C>
                       NEVADA                                             20-0452700
                       ------                                             ----------
  (State or other jurisdiction of incorporation or           (I.R.S. Employer Identification No.)
                    organization)
</TABLE>

                           1800 Wyatt Drive, Suite #2
                              Santa Clara, CA 95054
                              ---------------------
              (Address and zip code of principal executive offices)

                                 (408) 855-0051
                                 --------------
               (Registrant's telephone number, including area code

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:


|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

                                       1
<PAGE>

Item 7.01    Regulation FD Disclosure

NanoSensors, Inc. (the "Company") is commencing a private offering of up to $
1.5 million of Units of its securities consisting of shares of Common Stock and
Common Stock Purchase Warrants ("Warrants"). The purchase price of each Unit
will be equal to a negotiated discount (the "Purchase Price") to the current
market price of the Company's stock. The Units will be offered to accredited
investors, including certain current stockholders of the Company (the
"Investors"). The Warrants will have an exercise price of $0.04 per share (the
"Exercise Price"), exercisable for a period of 5 years and are redeemable under
certain circumstances twelve months after an effective registration statement.
The Investors will also be granted certain anti-dilution rights in the event the
Company subsequently issues equity securities at a price below the Purchase
Price. The Units proposed to be offered will not be registered under the
Securities Act of 1933, as amended, (the "Act") and will be offered in reliance
upon the exemption from registration set forth in Section 4(2) and Regulation D,
promulgated under the Act.

In addition, the Company will agree to file a registration statement with the
Securities and Exchange Commission to register the Common Stock and the Common
Stock underlying the Warrants within 40 days of the final closing of the
offering. Sixty percent (60%) of the gross proceeds from the offering will be
held in escrow until the registration statement is declared effective and the
Company's authorized capital is increased as discussed below.

The Company may engage one or more registered broker-dealers to act as its
selling agents in the offering. These selling agents will receive a commission
equal to 10% of the total number of Units sold in the offering; a 3%
non-accountable expense allowance; a right of first refusal for a period of 24
months after such offering and a warrant to purchase 20% of the Units sold at
the offering at the Exercise Price for five years.

The Investors will also be granted a right of participation in any future
financing by the Company for a period of 1 year from the effective date of the
registration statement and must notify the Company within 5 business days
thereof whether or not they intend to participate in such a transaction.

The Company intends to use the proceeds from the offering for working capital
and payment of accrued compensation.

There can be no assurance that the Company will complete the offering on the
anticipated terms, or at all. The Company's ability to complete the offering
will depend, among other things, on market conditions. In addition, the
Company's ability to complete this offering and its business are subject to
risks described in the Company's filings with the Securities and Exchange
Commission.

This disclosure does not constitute an offer to sell or the solicitation of an
offer to buy any the Company's securities, nor will there be any sale of these
securities by the Company in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful. The disclosure is being issued pursuant
to and in accordance with Rule 135 of the Act.

8.01 Other Events

Upon consummation of the offering, the Investors will have the right to appoint
one person, acceptable to the Company, to the Company's Board of Directors. The
Company intends to expand the Board to include a majority of independent
directors.

The Company further intends to reduce the exercise price on all Class A
Warrants, of which there are currently 26,600,000 outstanding, to $0.01 for a
period of 30 days. To facilitate the transactions disclosed in this Current
Report the Company will seek the consent of a majority its shareholders to
increase the amount of its authorized capital stock to 950 million shares of
Common Stock. The Company also intends to seek shareholder approval for the
adoption of Employee and Director Stock Option Plans.

                                       2
<PAGE>


Any statements contained herein that relate to future plans, events or
performance are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
These risks and uncertainties include, among others, market acceptance,
government regulation and regulatory approval processes, litigation, ability to
obtain financing, competitive products, industry trends and other risks
identified in the Company's filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update or alter these forward-looking
statements as a result of new information, future events or otherwise.


                                      ****


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                       NANOSENSORS, INC.

                       By: /s/  Ted Wong
                       ------------------------------------------------
                       Name:   Ted Wong
                       Title:  Chief Executive Officer and President
                       Date:   May 8, 2006













                                       3
{"company-data": {"conformed-name": "NANOSENSORS INC", "cik": "0001286648", "assigned-sic": "3829", "irs-number": "000000000"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51007", "film-number": "06818365"}, "business-address": {"street1": "1800 WYATT DR", "street2": "SUITE 2", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "408-855-0051"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 8, 2006

                                NANOSENSORS, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)

                        COMMISSION FILE NUMBER: 000-51007
                                                ---------
NEVADA                                             20-0452700
                       ------                                             ----------
  (State or other jurisdiction of incorporation or           (I.R.S. Employer Identification No.)
                    organization)
1800 Wyatt Drive, Suite #2
                              Santa Clara, CA 95054
                              ---------------------
              (Address and zip code of principal executive offices)

                                 (408) 855-0051
                                 --------------
               (Registrant's telephone number, including area code

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

                                       1
Item 7.01    Regulation FD Disclosure

NanoSensors, Inc. (the "Company") is commencing a private offering of up to $
1.5 million of Units of its securities consisting of shares of Common Stock and
Common Stock Purchase Warrants ("Warrants"). The purchase price of each Unit
will be equal to a negotiated discount (the "Purchase Price") to the current
market price of the Company's stock. The Units will be offered to accredited
investors, including certain current stockholders of the Company (the
"Investors"). The Warrants will have an exercise price of $0.04 per share (the
"Exercise Price"), exercisable for a period of 5 years and are redeemable under
certain circumstances twelve months after an effective registration statement.
The Investors will also be granted certain anti-dilution rights in the event the
Company subsequently issues equity securities at a price below the Purchase
Price. The Units proposed to be offered will not be registered under the
Securities Act of 1933, as amended, (the "Act") and will be offered in reliance
upon the exemption from registration set forth in Section 4(2) and Regulation D,
promulgated under the Act.

In addition, the Company will agree to file a registration statement with the
Securities and Exchange Commission to register the Common Stock and the Common
Stock underlying the Warrants within 40 days of the final closing of the
offering. Sixty percent (60%) of the gross proceeds from the offering will be
held in escrow until the registration statement is declared effective and the
Company's authorized capital is increased as discussed below.

The Company may engage one or more registered broker-dealers to act as its
selling agents in the offering. These selling agents will receive a commission
equal to 10% of the total number of Units sold in the offering; a 3%
non-accountable expense allowance; a right of first refusal for a period of 24
months after such offering and a warrant to purchase 20% of the Units sold at
the offering at the Exercise Price for five years.

The Investors will also be granted a right of participation in any future
financing by the Company for a period of 1 year from the effective date of the
registration statement and must notify the Company within 5 business days
thereof whether or not they intend to participate in such a transaction.

The Company intends to use the proceeds from the offering for working capital
and payment of accrued compensation.

There can be no assurance that the Company will complete the offering on the
anticipated terms, or at all. The Company's ability to complete the offering
will depend, among other things, on market conditions. In addition, the
Company's ability to complete this offering and its business are subject to
risks described in the Company's filings with the Securities and Exchange
Commission.

This disclosure does not constitute an offer to sell or the solicitation of an
offer to buy any the Company's securities, nor will there be any sale of these
securities by the Company in any state or jurisdiction in which the offer,
solicitation or sale would be unlawful. The disclosure is being issued pursuant
to and in accordance with Rule 135 of the Act.

8.01 Other Events

Upon consummation of the offering, the Investors will have the right to appoint
one person, acceptable to the Company, to the Company's Board of Directors. The
Company intends to expand the Board to include a majority of independent
directors.

The Company further intends to reduce the exercise price on all Class A
Warrants, of which there are currently 26,600,000 outstanding, to $0.01 for a
period of 30 days. To facilitate the transactions disclosed in this Current
Report the Company will seek the consent of a majority its shareholders to
increase the amount of its authorized capital stock to 950 million shares of
Common Stock. The Company also intends to seek shareholder approval for the
adoption of Employee and Director Stock Option Plans.

                                       2
Any statements contained herein that relate to future plans, events or
performance are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
These risks and uncertainties include, among others, market acceptance,
government regulation and regulatory approval processes, litigation, ability to
obtain financing, competitive products, industry trends and other risks
identified in the Company's filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update or alter these forward-looking
statements as a result of new information, future events or otherwise.

                                      ****

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                       NANOSENSORS, INC.

                       By: /s/  Ted Wong
                       ------------------------------------------------
                       Name:   Ted Wong
                       Title:  Chief Executive Officer and President
                       Date:   May 8, 2006

                                       3