UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 28, 2005

                             ADVANCE NANOTECH, INC.

               (Exact Name of Registrant as Specified in Charter)

         Colorado                        011-15499             84-0379959
(State or Other Jurisdiction                                (IRS Employer
      of Incorporation)           (Commission File Number)   Identification No.)


              30 Rockefeller Plaza, 27th Floor, New York, N Y 10112
               (Address of principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (646) 723-8962

                712 Fifth Avenue, 19th Floor, New York, NY 10019
          (Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

[_] 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))

SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

(a) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities  (the "Private  Placement").  The Registrant will use the proceeds of
the Private  Placement for organizing its operations and corporate  structure in
Singapore and acquiring  additional  technologies in Singapore and Thailand over
the next six months,  with any remaining funds to be used for general  corporate
purposes.  The Registrant reasonably believes that the securities were sold only

<PAGE>

to  "accredited  investors",  as such term is defined  under Rule  501(e)  under
Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the
"Act").  The  Registrant  sold the Shares at a gross price of $2.00 per Share in
the Private  Placement,  or $3,536,800 in the  aggregate.  The  Registrant  also
issued one Common Stock purchase warrant (each one, a "Warrant") to purchase one
share of the Common Stock to each  investor for every two shares of Common Stock
purchased in the Private Placement.  The Registrant issued to the investors,  in
the aggregate,  Warrants to purchase  884,200 shares of Common Stock (the shares
of Common Stock underlying the Warrants,  the "Warrant Shares").  The Shares and
the  Warrants  were sold by the  Registrant  to the  investors  pursuant  to the
Securities  Purchase  Agreement dated February 14, 2005 (the  "Agreement"),  set
forth as Exhibit 10.10 to this Current  Report,  which Agreement is specifically
incorporated herein by reference.

In connection with the closing of the sale of Shares, the Registrant paid a cash
fee to placement agents in the amount of $353,680, which is equal to ten percent
(10%) of the aggregate  gross proceeds to the Registrant from the sale of Shares
to investors  introduced to the Registrant by the placement agents. In addition,
the  Registrant  incurred  a  non-accountable  expense  allowance  to  the  lead
placement agent, payable in cash at the closing,  amounting to $53,454, which is
equal to three  percent (3%) of the gross sales price of the Shares (but not any
Warrant Shares)  introduced by the lead placement agent (without  duplication of
introduction),  such 3% amount  being  sometimes  hereafter  referred  to as the
"Non-Accountable Expense Allowance".  In addition, the Registrant issued to each
placement  agent Common Stock purchase  warrants  (each one, a "Placement  Agent
Warrant")  to  purchase  shares  of Common  Stock  (the  shares of Common  Stock
underlying the Placement Agent Warrants,  the "Placement Agent Warrant Shares").
The Registrant issued to the placement agents, in the aggregate, Placement Agent
Warrants to purchase  89,090  Placement  Agent Warrant  Shares,  which number of
shares of Common  Stock is equal to ten  percent  (10%) of the  number of Shares
(but not Warrant  Shares)  sold at the closing to  investors  introduced  by the
placement  agents  (without  duplication  of  introduction).  The Registrant has
agreed to indemnify  its  placement  agents  against  certain  liabilities.  The
Registrant also agreed to pay its own costs of the Private Placement.

The  Warrants  sold to  investors in the Private  Placement  shall  initially be
exercisable  at  $3.00  per  share  of  Common  Stock,  subject  to  adjustment,
commencing  one year after the date of  issuance  and  continuing  for three (3)
years  thereafter;  provided that  unexercised  Warrants expire earlier ten (10)
days after  written  notice  from the  Registrant  that the market  price of the
Common Stock has equaled or exceeded 350% of the then applicable  exercise price
of the  applicable  Warrants  for a period of at least 30 days,  and the average
trading  volume of the  Common  Stock has been at least  100,000  shares per day
during the preceding  thirty (30) days. The Warrants are not  transferable.  The
Placement  Agent Warrants  shall  initially be exercisable at $2.00 per share of
Common  Stock,  subject  to  adjustment,  commencing  one year after the date of
issuance and continuing for five (5) years thereafter; provided that unexercised
Warrants  expire  earlier ten (10) days after written notice from the Registrant
that the market  price of the Common  Stock has equaled or exceeded  350% of the
then  applicable  exercise price of the  applicable  Warrants for a period of at
least 30 days,  and the average  trading  volume of the Common Stock has been at
least  100,000  shares per day  during  the  preceding  thirty  (30)  days.  The
Placement  Agent  Warrants  also  contain a  cashless  exercise  provision.  The
Placement  Agent Warrants are  transferable by the placement agent receiving the
same to its officers, directors,  shareholders and employees, as well as by such
persons to their immediate family affiliates in connection with estate planning,
provided  that  no such  transfer  or  disposition  may be  made  other  than in
compliance with applicable securities laws and furnishing  satisfactory evidence
of  such  compliance  to the  Registrant.  The  Warrants,  the  Placement  Agent
Warrants,  the  Warrant  Shares  and the  Placement  Agent  Warrant  Shares  are
"restricted  securities"  and,  therefore,  may be  transferred,  to the  extent
permissible,  only pursuant to registration or  qualification  under federal and
state  securities  laws  or  pursuant  to  an  exemption  from  registration  or
qualification.  The terms and conditions of the Warrants and the Placement Agent
Warrants are incorporated herein by reference.

In  connection  with the closing,  the  Registrant  entered into a  Registration
Rights  Agreement  (the  "Registration  Rights  Agreement"),  which  is filed as
Exhibit  10.11  to this  Current  Report  on Form  8-K,  which  is  specifically
incorporated  herein by reference.  The Registration  Rights  Agreement  imposes
certain registration  obligations upon the Registrant with respect to the Shares
acquired in the Private  Placement by each investor who executes and delivers to
the  Registrant the  Registration  Rights  Agreement.  The  Registration  Rights
Agreement  also grants  certain  registration  rights in favor of such investors
with respect to the shares of Common Stock underlying  Warrants received by them

<PAGE>

in  the  Private  Placement.  Placement  agents  who  execute  and  deliver  the
Registration  Rights  Agreement to the Registrant shall have similar rights with
respect to the shares of Common Stock underlying  Placement Agent Warrants.  The
shares  with  respect to which the  Registration  Rights  Agreement  grants such
rights are referred to as  "Registrable  Securities",  and shall  continue to be
Registrable   Securities   until  those  shares  have  either  been  effectively
registered  under the Act and  disposed  of in  accordance  with a  registration
statement  covering them, (y) have been sold to the public  pursuant to Rule 144
or by similar provision under the Act, or (z) are eligible for resale under Rule
144(k) or by similar  provision  under the Act  without  any  limitation  on the
amount of securities that may be sold under paragraph (e) thereof.

Pursuant to the Registration Rights Agreement, the Registrant is required to use
its reasonable best efforts to accomplish the following:

(x) prepare and file a registration statement covering the Common Shares and the
Warrant Shares (a "Required  Registration  Statement") with the U.S.  Securities
and Exchange  Commission  (the "SEC") by the date (the  "Required  Filing Date")
which is not more than  sixty  (60) days  after  the  first  date to occur  (the
"Commencement  Date") of the  following  dates:  the Final Closing Date (as such
term is defined in the Securities  Purchase Agreement) or the termination of the
Offering,  if  there is no Final  Closing  Date;  and (y)  cause  either  of the
following  (the  "Effectiveness  Actions")  to  occur by a date  (the  "Required
Effectiveness  Date")  which is not more than one hundred and twenty  (120) days
after  the  Commencement  Date:  (A)  cause  the  SEC to  declare  the  Required
Registration  Statement to be effective or (B) cause the SEC to  communicate  to
the Registrant,  orally or in writing, that the Required Registration  Statement
will not be reviewed or that the Commission has no further  comments  thereupon,
whereupon the Registrant shall cause the Required  Registration  Statement to be
effective.

Pursuant to the  Registration  Rights  Agreement,  the failure to file or become
effective   within  the  applicable   time  period  shall  be  deemed  to  be  a
"Non-Registration Event". For each thirty (30) day period during the pendency of
any such  Non-Registration  Event, the Registrant shall deliver to each investor
in the Private  Placement,  as  liquidated  damages,  an amount equal to one and
one-half  percent  (1.5%) of the aggregate  purchase price paid by such investor
for Shares, with such payment being pro-rated for any Non-Registration  Event of
less than thirty (30) days.  Each such payment is  hereinafter  referred to as a
"Non-Registration  Event Penalty Payment".  Notwithstanding the foregoing, in no
event shall the  Registrant  be obligated to pay more than one  Non-Registration
Event  Penalty  Payment to the same  Purchaser  in  respect  of a  substantively
concurrent failure to perform. The Registrant, at its sole discretion, shall pay
the  Non-Registration  Event Penalty Payment to all holders in cash or in shares
of its Common Stock.

The Registrant  agreed to use its reasonable  best efforts to keep such Required
Registration  Statement  continuously  effective (the "Effective  Period") for a
period of two years after the  Required  Registration  Statement  first  becomes
effective plus whatever period of time as shall equal any period, if any, during
such one year period in which the  Registrant was not current with its reporting
requirements under the Exchange Act.

To the  extent  the  Registrable  Securities  are not sold  under  the  Required
Registration  Statement,  the investors in the Private  Placement shall have the
following registration rights pursuant to the Registration Rights Agreement:

If the  Registrant  is  eligible  to use Form S-3 under the Act (or any  similar
successor  form) and shall receive from the holders of the Common Shares and any
permitted  transferees (the "S-3 Initiating Holders") a written request that the
Registrant  effect a  registration  on such Form S-3 pursuant to Rule 415 of the
Act and any related  qualification  or compliance with respect to all or part of
the Registrable  Securities owned by the S-3 Initiating Holders (provided,  that
the  S-3  Initiating  Holders   registering   Registrable   Securities  in  such
registration  (together with all other holders of  Registrable  Securities to be
included in such registration)  propose to sell their Registrable  Securities at
an aggregate  price  (calculated  based upon the Market Price of the Registrable
Securities  on the  date  of  filing  of the  Form  S-3  with  respect  to  such
Registrable  Securities)  to  the  public  of  no  less  than  $6,000,000),  the
Registrant shall (i) promptly give written notice of the proposed  registration,
and any related qualification or compliance, to all other holders of Registrable
Securities; and (ii) as soon as practicable, use reasonable best efforts to file
and effect such registration and all such  qualifications and compliances as may
be so  reasonably  requested  and as would  permit  or  facilitate  the sale and
distribution  of all  or  such  portion  of the  Registrable  Securities  as are
specified in such request,  together with all or such portion of the Registrable
Securities  of any other holder in the group of holders  joining in such request
as is  specified  in a written  request  given within 15 days after the holder's
receipt of such written notice from the Registrant.

<PAGE>

In  addition,  for so  long  as  the  Registration  Rights  Agreement  shall  be
applicable,  whenever the Registrant  proposes to register any of its securities
under the Act (other than pursuant to any of the  registration  rights described
above,  or a registration  on Form S-4 or S-8 or any successor or similar forms)
and the  registration  form  to be used  may be  used  for the  registration  of
Registrable  Securities,  whether  or not for  sale  for its  own  account,  the
Registrant  will give prompt  written  notice (but in no event less than 15 days
before the  anticipated  filing date) to all holders of Registrable  Securities,
and such notice shall describe the proposed  registration  and  distribution and
offer to all holders of Registrable  Securities the  opportunity to register the
number of Registrable Securities as each such holder may request. The Registrant
will include in such  registration  all  Registrable  Securities with respect to
which the Registrant has received written requests for inclusion  therein within
10 days after the holders'  receipt of the Registrant's  notice.  The Registrant
shall use all reasonable efforts to cause the managing underwriter of a proposed
underwritten  offering  to permit the  Registrable  Securities  requested  to be
included  in a  piggyback  registration  to be  included  on the same  terms and
conditions  as any similar  securities  of any other  security  holder  included
therein  and to  permit  the  sale or  other  disposition  of  such  Registrable
Securities in accordance with the intended method of distribution thereof.

The performance of these  registration  rights is subject to customary  investor
representations  and  warranties,   customary   indemnifications  by  investors,
customary  allocations  of fees and expenses and,  where  applicable,  customary
cutback and blackout provisions.

SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

(a) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities  (the "Private  Placement").  The Registrant will use the proceeds of
the Private  Placement for organizing its operations and corporate  structure in
Singapore and acquiring  additional  technologies in Singapore and Thailand over
the next six months,  with any remaining funds to be used for general  corporate
purposes.  The Registrant  sold the Shares at a gross price of $2 per Share,  or
$3,536,800  in the  aggregate.  The  Registrant  also  issued one  Common  Stock
purchase  warrant  (each one, a  "Warrant")  to purchase one share of the Common
Stock to each  investor  for every two shares of Common  Stock  purchased in the
Private  Placement.  The Registrant  issued to the investors,  in the aggregate,
Warrants to purchase  884,200 shares of Common Stock (the shares of Common Stock
underlying the Warrants, the "Warrant Shares"). The Shares and the Warrants were
sold by the  Registrant to the  investors  pursuant to the  Securities  Purchase
Agreement  dated February 14, 2005 (the  "Agreement")  filed as Exhibit 10.10 to
this Current Report on Form 8-K, which is  specifically  incorporated  herein by
reference.

(c) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities (the "Private  Placement").The  Registrant sold the Shares at a gross
price of $2 per Share,  or  $3,536,800 in the  aggregate.  The  Registrant  also
issued one Common Stock purchase warrant (each one, a "Warrant") to purchase one
share of the Common Stock to each  investor for every two shares of Common Stock
purchased in the Private Placement.  The Registrant issued to the investors,  in
the aggregate,  Warrants to purchase  884,200 shares of Common Stock (the shares
of Common Stock underlying the Warrants,  the "Warrant Shares").  The Shares and
the  Warrants  were sold by the  Registrant  to the  investors  pursuant  to the
Agreement  filed as Exhibit 10.10 to this Current  Report on Form 8-K,  which is
specifically incorporated herein by reference.

In  connection  with the February  28, 2005  closing of the sale of Shares,  the
Registrant paid a cash fee to placement agents in the amount of $353,680,  which
is equal to ten percent (10%) of the aggregate  gross proceeds to the Registrant
from the  sale of  Shares  to  investors  introduced  to the  Registrant  by the
placement agents. In addition, the Registrant incurred a non-accountable expense
allowance to the lead placement  agent,  payable in cash,  amounting to $53,454,
which is equal to three percent (3%) of the gross sales price of the Shares (but
not any Warrant Shares) sold at the closing to investors  introduced by the lead
placement  agent  (without  duplication of  introduction),  such 3% amount being

<PAGE>

sometimes hereafter referred to as the "Non-Accountable  Expense Allowance".  In
addition,  the Registrant  issued to each placement  agent Common Stock purchase
warrants (each one, a "Placement  Agent  Warrant") to purchase  shares of Common
Stock (the shares of Common Stock  underlying the Placement Agent Warrants,  the
"Placement  Agent  Warrant  Shares").  The  Registrant  issued to the  placement
agents, in the aggregate,  Placement Agent Warrants to purchase 89,090 Placement
Agent  Warrant  Shares,  which  number of shares of Common Stock is equal to ten
percent  (10%) of the  number of Shares  (but not  Warrant  Shares)  sold at the
closing to investors  introduced by the placement agents (without duplication of
introduction).  The  Registrant  has agreed to indemnify  its  placement  agents
against certain liabilities.  The Registrant also agreed to pay its own costs of
the Private Placement.

(d) The  sales of  securities  at the  closing  were made by the  Registrant  in
reliance upon exemptions from registration  under the Securities Act of 1933, as
amended  (the  "Act"),  including  Section 4(2) of the Act and/or Rule 506 under
Regulation D promulgated pursuant to the Act. The Registrant reasonably believes
that the securities  were sold only to "accredited  investors",  as such term is
defined under Rule 501(e) under  Regulation D  promulgated  pursuant to the Act,
without general  solicitation or general  advertising,  and with  limitations on
resale in accordance with Rule 502(d) under Regulation D promulgated pursuant to
the Act, and intends to file the necessary  notice of sales pursuant to Rule 503
under  Regulation  D  promulgated  pursuant  to the Act within  the time  period
required  thereby.  In any case,  the  Registrant  reasonably  believes that the
securities were sold to no more than  thirty-five  (35) purchasers of securities
from the Registrant, as such number of purchasers is calculated pursuant to Rule
501(e) under  Regulation D  promulgated  pursuant to the Act  (excluding,  among
other things,  accredited  investors,  as such term is defined under Rule 501(e)
under Regulation D promulgated pursuant to the Act).

(e) The Warrants sold to investors in the Private  Placement  shall initially be
exercisable  at  $3.00  per  share  of  Common  Stock,  subject  to  adjustment,
commencing  one year after the date of  issuance  and  continuing  for three (3)
years  thereafter;  provided that  unexercised  Warrants expire earlier ten (10)
days after  written  notice  from the  Registrant  that the market  price of the
Common Stock has equaled or exceeded 350% of the then applicable  exercise price
of the  applicable  Warrants  for a period of at least 30 days,  and the average
trading  volume of the  Common  Stock has been at least  100,000  shares per day
during the preceding  thirty (30) days. The Warrants are not  transferable.  The
Placement  Agent Warrants  shall  initially be exercisable at $2.00 per share of
Common  Stock,  subject  to  adjustment,  commencing  one year after the date of
issuance and continuing for five (5) years thereafter; provided that unexercised
Warrants  expire  earlier ten (10) days after written notice from the Registrant
that the market  price of the Common  Stock has equaled or exceeded  350% of the
then  applicable  exercise price of the  applicable  Warrants for a period of at
least 30 days,  and the average  trading  volume of the Common Stock has been at
least  100,000  shares per day  during  the  preceding  thirty  (30)  days.  The
Placement  Agent  Warrants  also  contain a  cashless  exercise  provision.  The
Placement  Agent Warrants are  transferable by the placement agent receiving the
same to its officers, directors,  shareholders and employees, as well as by such
persons to their immediate family affiliates in connection with estate planning,
provided  that  no such  transfer  or  disposition  may be  made  other  than in
compliance with applicable securities laws and furnishing  satisfactory evidence
of  such  compliance  to the  Registrant.  The  Warrants,  the  Placement  Agent
Warrants,  the  Warrant  Shares  and the  Placement  Agent  Warrant  Shares  are
"restricted  securities"  and,  therefore,  may be  transferred,  to the  extent
permissible,  only pursuant to registration or  qualification  under federal and
state  securities  laws  or  pursuant  to  an  exemption  from  registration  or
qualification.

The terms and  conditions of the Warrants and the Placement  Agent  Warrants are
set forth in Exhibits 10.12 and 10.13,  respectively,  to this Current Report on
Form 8-K, which are specifically incorporated herein by reference.

<PAGE>

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 EXHIBITS.

(c) Exhibits.

The following exhibits are filed with this report:

10.10 Form of Securities Purchase Agreement dated February 14, 2005
10.11 Registration Rights Agreement dated February 14, 2005
10.12 Form of Investor Warrant
10.13 Form of Placement Agent Warrant

                         [Signature on following page.]


<PAGE>


                                   SIGNATURES

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.

ADVANCE NANOTECH, INC.


By:  /s/ Magnus Gittins
-----------------------
Magnus Gittins
Chief Executive Officer

Date: March 4, 2005


<PAGE>


                                  EXHIBIT INDEX

10.10 ...........  Form of Securities Purchase Agreement dated February 14, 2005
10.11 ...........  Registration Rights Agreement dated February 14, 2005
10.12 ...........  Form of Investor Warrant
10.13 ...........  Form of Placement Agent Warrant
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 28, 2005

                             ADVANCE NANOTECH, INC.

               (Exact Name of Registrant as Specified in Charter)

         Colorado                        011-15499             84-0379959
(State or Other Jurisdiction                                (IRS Employer
      of Incorporation)           (Commission File Number)   Identification No.)

              30 Rockefeller Plaza, 27th Floor, New York, N Y 10112
               (Address of principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (646) 723-8962

                712 Fifth Avenue, 19th Floor, New York, NY 10019
          (Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

[_] 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))

SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

(a) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities  (the "Private  Placement").  The Registrant will use the proceeds of
the Private  Placement for organizing its operations and corporate  structure in
Singapore and acquiring  additional  technologies in Singapore and Thailand over
the next six months,  with any remaining funds to be used for general  corporate
purposes.  The Registrant reasonably believes that the securities were sold only
to  "accredited  investors",  as such term is defined  under Rule  501(e)  under
Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the
"Act").  The  Registrant  sold the Shares at a gross price of $2.00 per Share in
the Private  Placement,  or $3,536,800 in the  aggregate.  The  Registrant  also
issued one Common Stock purchase warrant (each one, a "Warrant") to purchase one
share of the Common Stock to each  investor for every two shares of Common Stock
purchased in the Private Placement.  The Registrant issued to the investors,  in
the aggregate,  Warrants to purchase  884,200 shares of Common Stock (the shares
of Common Stock underlying the Warrants,  the "Warrant Shares").  The Shares and
the  Warrants  were sold by the  Registrant  to the  investors  pursuant  to the
Securities  Purchase  Agreement dated February 14, 2005 (the  "Agreement"),  set
forth as Exhibit 10.10 to this Current  Report,  which Agreement is specifically
incorporated herein by reference.

In connection with the closing of the sale of Shares, the Registrant paid a cash
fee to placement agents in the amount of $353,680, which is equal to ten percent
(10%) of the aggregate  gross proceeds to the Registrant from the sale of Shares
to investors  introduced to the Registrant by the placement agents. In addition,
the  Registrant  incurred  a  non-accountable  expense  allowance  to  the  lead
placement agent, payable in cash at the closing,  amounting to $53,454, which is
equal to three  percent (3%) of the gross sales price of the Shares (but not any
Warrant Shares)  introduced by the lead placement agent (without  duplication of
introduction),  such 3% amount  being  sometimes  hereafter  referred  to as the
"Non-Accountable Expense Allowance".  In addition, the Registrant issued to each
placement  agent Common Stock purchase  warrants  (each one, a "Placement  Agent
Warrant")  to  purchase  shares  of Common  Stock  (the  shares of Common  Stock
underlying the Placement Agent Warrants,  the "Placement Agent Warrant Shares").
The Registrant issued to the placement agents, in the aggregate, Placement Agent
Warrants to purchase  89,090  Placement  Agent Warrant  Shares,  which number of
shares of Common  Stock is equal to ten  percent  (10%) of the  number of Shares
(but not Warrant  Shares)  sold at the closing to  investors  introduced  by the
placement  agents  (without  duplication  of  introduction).  The Registrant has
agreed to indemnify  its  placement  agents  against  certain  liabilities.  The
Registrant also agreed to pay its own costs of the Private Placement.

The  Warrants  sold to  investors in the Private  Placement  shall  initially be
exercisable  at  $3.00  per  share  of  Common  Stock,  subject  to  adjustment,
commencing  one year after the date of  issuance  and  continuing  for three (3)
years  thereafter;  provided that  unexercised  Warrants expire earlier ten (10)
days after  written  notice  from the  Registrant  that the market  price of the
Common Stock has equaled or exceeded 350% of the then applicable  exercise price
of the  applicable  Warrants  for a period of at least 30 days,  and the average
trading  volume of the  Common  Stock has been at least  100,000  shares per day
during the preceding  thirty (30) days. The Warrants are not  transferable.  The
Placement  Agent Warrants  shall  initially be exercisable at $2.00 per share of
Common  Stock,  subject  to  adjustment,  commencing  one year after the date of
issuance and continuing for five (5) years thereafter; provided that unexercised
Warrants  expire  earlier ten (10) days after written notice from the Registrant
that the market  price of the Common  Stock has equaled or exceeded  350% of the
then  applicable  exercise price of the  applicable  Warrants for a period of at
least 30 days,  and the average  trading  volume of the Common Stock has been at
least  100,000  shares per day  during  the  preceding  thirty  (30)  days.  The
Placement  Agent  Warrants  also  contain a  cashless  exercise  provision.  The
Placement  Agent Warrants are  transferable by the placement agent receiving the
same to its officers, directors,  shareholders and employees, as well as by such
persons to their immediate family affiliates in connection with estate planning,
provided  that  no such  transfer  or  disposition  may be  made  other  than in
compliance with applicable securities laws and furnishing  satisfactory evidence
of  such  compliance  to the  Registrant.  The  Warrants,  the  Placement  Agent
Warrants,  the  Warrant  Shares  and the  Placement  Agent  Warrant  Shares  are
"restricted  securities"  and,  therefore,  may be  transferred,  to the  extent
permissible,  only pursuant to registration or  qualification  under federal and
state  securities  laws  or  pursuant  to  an  exemption  from  registration  or
qualification.  The terms and conditions of the Warrants and the Placement Agent
Warrants are incorporated herein by reference.

In  connection  with the closing,  the  Registrant  entered into a  Registration
Rights  Agreement  (the  "Registration  Rights  Agreement"),  which  is filed as
Exhibit  10.11  to this  Current  Report  on Form  8-K,  which  is  specifically
incorporated  herein by reference.  The Registration  Rights  Agreement  imposes
certain registration  obligations upon the Registrant with respect to the Shares
acquired in the Private  Placement by each investor who executes and delivers to
the  Registrant the  Registration  Rights  Agreement.  The  Registration  Rights
Agreement  also grants  certain  registration  rights in favor of such investors
with respect to the shares of Common Stock underlying  Warrants received by them
in  the  Private  Placement.  Placement  agents  who  execute  and  deliver  the
Registration  Rights  Agreement to the Registrant shall have similar rights with
respect to the shares of Common Stock underlying  Placement Agent Warrants.  The
shares  with  respect to which the  Registration  Rights  Agreement  grants such
rights are referred to as  "Registrable  Securities",  and shall  continue to be
Registrable   Securities   until  those  shares  have  either  been  effectively
registered  under the Act and  disposed  of in  accordance  with a  registration
statement  covering them, (y) have been sold to the public  pursuant to Rule 144
or by similar provision under the Act, or (z) are eligible for resale under Rule
144(k) or by similar  provision  under the Act  without  any  limitation  on the
amount of securities that may be sold under paragraph (e) thereof.

Pursuant to the Registration Rights Agreement, the Registrant is required to use
its reasonable best efforts to accomplish the following:

(x) prepare and file a registration statement covering the Common Shares and the
Warrant Shares (a "Required  Registration  Statement") with the U.S.  Securities
and Exchange  Commission  (the "SEC") by the date (the  "Required  Filing Date")
which is not more than  sixty  (60) days  after  the  first  date to occur  (the
"Commencement  Date") of the  following  dates:  the Final Closing Date (as such
term is defined in the Securities  Purchase Agreement) or the termination of the
Offering,  if  there is no Final  Closing  Date;  and (y)  cause  either  of the
following  (the  "Effectiveness  Actions")  to  occur by a date  (the  "Required
Effectiveness  Date")  which is not more than one hundred and twenty  (120) days
after  the  Commencement  Date:  (A)  cause  the  SEC to  declare  the  Required
Registration  Statement to be effective or (B) cause the SEC to  communicate  to
the Registrant,  orally or in writing, that the Required Registration  Statement
will not be reviewed or that the Commission has no further  comments  thereupon,
whereupon the Registrant shall cause the Required  Registration  Statement to be
effective.

Pursuant to the  Registration  Rights  Agreement,  the failure to file or become
effective   within  the  applicable   time  period  shall  be  deemed  to  be  a
"Non-Registration Event". For each thirty (30) day period during the pendency of
any such  Non-Registration  Event, the Registrant shall deliver to each investor
in the Private  Placement,  as  liquidated  damages,  an amount equal to one and
one-half  percent  (1.5%) of the aggregate  purchase price paid by such investor
for Shares, with such payment being pro-rated for any Non-Registration  Event of
less than thirty (30) days.  Each such payment is  hereinafter  referred to as a
"Non-Registration  Event Penalty Payment".  Notwithstanding the foregoing, in no
event shall the  Registrant  be obligated to pay more than one  Non-Registration
Event  Penalty  Payment to the same  Purchaser  in  respect  of a  substantively
concurrent failure to perform. The Registrant, at its sole discretion, shall pay
the  Non-Registration  Event Penalty Payment to all holders in cash or in shares
of its Common Stock.

The Registrant  agreed to use its reasonable  best efforts to keep such Required
Registration  Statement  continuously  effective (the "Effective  Period") for a
period of two years after the  Required  Registration  Statement  first  becomes
effective plus whatever period of time as shall equal any period, if any, during
such one year period in which the  Registrant was not current with its reporting
requirements under the Exchange Act.

To the  extent  the  Registrable  Securities  are not sold  under  the  Required
Registration  Statement,  the investors in the Private  Placement shall have the
following registration rights pursuant to the Registration Rights Agreement:

If the  Registrant  is  eligible  to use Form S-3 under the Act (or any  similar
successor  form) and shall receive from the holders of the Common Shares and any
permitted  transferees (the "S-3 Initiating Holders") a written request that the
Registrant  effect a  registration  on such Form S-3 pursuant to Rule 415 of the
Act and any related  qualification  or compliance with respect to all or part of
the Registrable  Securities owned by the S-3 Initiating Holders (provided,  that
the  S-3  Initiating  Holders   registering   Registrable   Securities  in  such
registration  (together with all other holders of  Registrable  Securities to be
included in such registration)  propose to sell their Registrable  Securities at
an aggregate  price  (calculated  based upon the Market Price of the Registrable
Securities  on the  date  of  filing  of the  Form  S-3  with  respect  to  such
Registrable  Securities)  to  the  public  of  no  less  than  $6,000,000),  the
Registrant shall (i) promptly give written notice of the proposed  registration,
and any related qualification or compliance, to all other holders of Registrable
Securities; and (ii) as soon as practicable, use reasonable best efforts to file
and effect such registration and all such  qualifications and compliances as may
be so  reasonably  requested  and as would  permit  or  facilitate  the sale and
distribution  of all  or  such  portion  of the  Registrable  Securities  as are
specified in such request,  together with all or such portion of the Registrable
Securities  of any other holder in the group of holders  joining in such request
as is  specified  in a written  request  given within 15 days after the holder's
receipt of such written notice from the Registrant.
In  addition,  for so  long  as  the  Registration  Rights  Agreement  shall  be
applicable,  whenever the Registrant  proposes to register any of its securities
under the Act (other than pursuant to any of the  registration  rights described
above,  or a registration  on Form S-4 or S-8 or any successor or similar forms)
and the  registration  form  to be used  may be  used  for the  registration  of
Registrable  Securities,  whether  or not for  sale  for its  own  account,  the
Registrant  will give prompt  written  notice (but in no event less than 15 days
before the  anticipated  filing date) to all holders of Registrable  Securities,
and such notice shall describe the proposed  registration  and  distribution and
offer to all holders of Registrable  Securities the  opportunity to register the
number of Registrable Securities as each such holder may request. The Registrant
will include in such  registration  all  Registrable  Securities with respect to
which the Registrant has received written requests for inclusion  therein within
10 days after the holders'  receipt of the Registrant's  notice.  The Registrant
shall use all reasonable efforts to cause the managing underwriter of a proposed
underwritten  offering  to permit the  Registrable  Securities  requested  to be
included  in a  piggyback  registration  to be  included  on the same  terms and
conditions  as any similar  securities  of any other  security  holder  included
therein  and to  permit  the  sale or  other  disposition  of  such  Registrable
Securities in accordance with the intended method of distribution thereof.

The performance of these  registration  rights is subject to customary  investor
representations  and  warranties,   customary   indemnifications  by  investors,
customary  allocations  of fees and expenses and,  where  applicable,  customary
cutback and blackout provisions.

SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

(a) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities  (the "Private  Placement").  The Registrant will use the proceeds of
the Private  Placement for organizing its operations and corporate  structure in
Singapore and acquiring  additional  technologies in Singapore and Thailand over
the next six months,  with any remaining funds to be used for general  corporate
purposes.  The Registrant  sold the Shares at a gross price of $2 per Share,  or
$3,536,800  in the  aggregate.  The  Registrant  also  issued one  Common  Stock
purchase  warrant  (each one, a  "Warrant")  to purchase one share of the Common
Stock to each  investor  for every two shares of Common  Stock  purchased in the
Private  Placement.  The Registrant  issued to the investors,  in the aggregate,
Warrants to purchase  884,200 shares of Common Stock (the shares of Common Stock
underlying the Warrants, the "Warrant Shares"). The Shares and the Warrants were
sold by the  Registrant to the  investors  pursuant to the  Securities  Purchase
Agreement  dated February 14, 2005 (the  "Agreement")  filed as Exhibit 10.10 to
this Current Report on Form 8-K, which is  specifically  incorporated  herein by
reference.

(c) On February 28, 2005, the Registrant sold 1,768,400 shares (the "Shares") of
its common  stock (the "Common  Stock") to  investors in a private  placement of
securities (the "Private  Placement").The  Registrant sold the Shares at a gross
price of $2 per Share,  or  $3,536,800 in the  aggregate.  The  Registrant  also
issued one Common Stock purchase warrant (each one, a "Warrant") to purchase one
share of the Common Stock to each  investor for every two shares of Common Stock
purchased in the Private Placement.  The Registrant issued to the investors,  in
the aggregate,  Warrants to purchase  884,200 shares of Common Stock (the shares
of Common Stock underlying the Warrants,  the "Warrant Shares").  The Shares and
the  Warrants  were sold by the  Registrant  to the  investors  pursuant  to the
Agreement  filed as Exhibit 10.10 to this Current  Report on Form 8-K,  which is
specifically incorporated herein by reference.

In  connection  with the February  28, 2005  closing of the sale of Shares,  the
Registrant paid a cash fee to placement agents in the amount of $353,680,  which
is equal to ten percent (10%) of the aggregate  gross proceeds to the Registrant
from the  sale of  Shares  to  investors  introduced  to the  Registrant  by the
placement agents. In addition, the Registrant incurred a non-accountable expense
allowance to the lead placement  agent,  payable in cash,  amounting to $53,454,
which is equal to three percent (3%) of the gross sales price of the Shares (but
not any Warrant Shares) sold at the closing to investors  introduced by the lead
placement  agent  (without  duplication of  introduction),  such 3% amount being
sometimes hereafter referred to as the "Non-Accountable  Expense Allowance".  In
addition,  the Registrant  issued to each placement  agent Common Stock purchase
warrants (each one, a "Placement  Agent  Warrant") to purchase  shares of Common
Stock (the shares of Common Stock  underlying the Placement Agent Warrants,  the
"Placement  Agent  Warrant  Shares").  The  Registrant  issued to the  placement
agents, in the aggregate,  Placement Agent Warrants to purchase 89,090 Placement
Agent  Warrant  Shares,  which  number of shares of Common Stock is equal to ten
percent  (10%) of the  number of Shares  (but not  Warrant  Shares)  sold at the
closing to investors  introduced by the placement agents (without duplication of
introduction).  The  Registrant  has agreed to indemnify  its  placement  agents
against certain liabilities.  The Registrant also agreed to pay its own costs of
the Private Placement.

(d) The  sales of  securities  at the  closing  were made by the  Registrant  in
reliance upon exemptions from registration  under the Securities Act of 1933, as
amended  (the  "Act"),  including  Section 4(2) of the Act and/or Rule 506 under
Regulation D promulgated pursuant to the Act. The Registrant reasonably believes
that the securities  were sold only to "accredited  investors",  as such term is
defined under Rule 501(e) under  Regulation D  promulgated  pursuant to the Act,
without general  solicitation or general  advertising,  and with  limitations on
resale in accordance with Rule 502(d) under Regulation D promulgated pursuant to
the Act, and intends to file the necessary  notice of sales pursuant to Rule 503
under  Regulation  D  promulgated  pursuant  to the Act within  the time  period
required  thereby.  In any case,  the  Registrant  reasonably  believes that the
securities were sold to no more than  thirty-five  (35) purchasers of securities
from the Registrant, as such number of purchasers is calculated pursuant to Rule
501(e) under  Regulation D  promulgated  pursuant to the Act  (excluding,  among
other things,  accredited  investors,  as such term is defined under Rule 501(e)
under Regulation D promulgated pursuant to the Act).

(e) The Warrants sold to investors in the Private  Placement  shall initially be
exercisable  at  $3.00  per  share  of  Common  Stock,  subject  to  adjustment,
commencing  one year after the date of  issuance  and  continuing  for three (3)
years  thereafter;  provided that  unexercised  Warrants expire earlier ten (10)
days after  written  notice  from the  Registrant  that the market  price of the
Common Stock has equaled or exceeded 350% of the then applicable  exercise price
of the  applicable  Warrants  for a period of at least 30 days,  and the average
trading  volume of the  Common  Stock has been at least  100,000  shares per day
during the preceding  thirty (30) days. The Warrants are not  transferable.  The
Placement  Agent Warrants  shall  initially be exercisable at $2.00 per share of
Common  Stock,  subject  to  adjustment,  commencing  one year after the date of
issuance and continuing for five (5) years thereafter; provided that unexercised
Warrants  expire  earlier ten (10) days after written notice from the Registrant
that the market  price of the Common  Stock has equaled or exceeded  350% of the
then  applicable  exercise price of the  applicable  Warrants for a period of at
least 30 days,  and the average  trading  volume of the Common Stock has been at
least  100,000  shares per day  during  the  preceding  thirty  (30)  days.  The
Placement  Agent  Warrants  also  contain a  cashless  exercise  provision.  The
Placement  Agent Warrants are  transferable by the placement agent receiving the
same to its officers, directors,  shareholders and employees, as well as by such
persons to their immediate family affiliates in connection with estate planning,
provided  that  no such  transfer  or  disposition  may be  made  other  than in
compliance with applicable securities laws and furnishing  satisfactory evidence
of  such  compliance  to the  Registrant.  The  Warrants,  the  Placement  Agent
Warrants,  the  Warrant  Shares  and the  Placement  Agent  Warrant  Shares  are
"restricted  securities"  and,  therefore,  may be  transferred,  to the  extent
permissible,  only pursuant to registration or  qualification  under federal and
state  securities  laws  or  pursuant  to  an  exemption  from  registration  or
qualification.

The terms and  conditions of the Warrants and the Placement  Agent  Warrants are
set forth in Exhibits 10.12 and 10.13,  respectively,  to this Current Report on
Form 8-K, which are specifically incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 EXHIBITS.

(c) Exhibits.

The following exhibits are filed with this report:

10.10 Form of Securities Purchase Agreement dated February 14, 2005
10.11 Registration Rights Agreement dated February 14, 2005
10.12 Form of Investor Warrant
10.13 Form of Placement Agent Warrant

                         [Signature on following page.]
SIGNATURES

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.

ADVANCE NANOTECH, INC.

By:  /s/ Magnus Gittins
-----------------------
Magnus Gittins
Chief Executive Officer

Date: March 4, 2005
EXHIBIT INDEX

10.10 ...........  Form of Securities Purchase Agreement dated February 14, 2005
10.11 ...........  Registration Rights Agreement dated February 14, 2005
10.12 ...........  Form of Investor Warrant
10.13 ...........  Form of Placement Agent Warrant