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): March 24, 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, NY 10112
               (Address of principal Executive Offices) (Zip Code)

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

                                 Not Applicable
          (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 March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8-K, including the
Exhibits filed therewith, are specifically incorporated herein by reference. 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 the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8-K. The Agreement was filed
as Exhibit 10.10 to the March 4, 2005 8K which is specifically incorporated
herein by reference.

In connection with the March 24, 2005 closing of the sale of Shares, the
Registrant paid a cash fee to placement agents in the amount of $10,000, which
is equal to ten percent (10%) of the aggregate gross proceeds to the Registrant
from the sale on March 24, 2005 of Shares to investors introduced to the


                                       2
<PAGE>

Registrant by the placement agents. 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
Warrants and the 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 incorporated herein by reference.

In connection with the closing, the Registrant entered into a Registration
Rights Agreement, which is filed as Exhibit 10.11 to the March 4, 2005 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
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

                                       3
<PAGE>

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.

                                       4
<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 March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8-K , including the
Exhibits filed therewith, are specifically incorporated herein by reference. The
Registrant sold the Shares at the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8K. The Agreement was filed as
Exhibit 10.10 to the March 4, 2005 8K, which is specifically incorporated herein
by reference.

(c) On March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8K , including the
Exhibits filed therewith, are specifically incorporated herein by reference. The
Registrant sold the Shares at the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8-K. The Agreement was filed
as Exhibit 10.10 to the March 4, 2005 8-K, which is specifically incorporated
herein by reference. In connection with the March 24, 2005 closing of the sale
of Shares, the Registrant paid a cash fee to placement agents in the amount of
$10,000, which is equal to ten percent (10%) of the aggregate gross proceeds to
the Registrant from the sale on March 24, 2005 of Shares to investors introduced
to the Registrant by the placement agents.. 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 March 24, 2005 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) purchaser 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

                                       5
<PAGE>

during the preceding thirty (30) days. The Warrants are not transferable. The
Warrants and the 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 are set forth in Exhibits 10.12 and
10.13, respectively, to the March 4, 2005 8-K, which are specifically
incorporated herein by reference.

                         [Signature on following page.]

                                       6
<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 30, 2005


                                       7
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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): March 24, 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, NY 10112
               (Address of principal Executive Offices) (Zip Code)

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

                                 Not Applicable
          (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 March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8-K, including the
Exhibits filed therewith, are specifically incorporated herein by reference. 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 the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8-K. The Agreement was filed
as Exhibit 10.10 to the March 4, 2005 8K which is specifically incorporated
herein by reference.

In connection with the March 24, 2005 closing of the sale of Shares, the
Registrant paid a cash fee to placement agents in the amount of $10,000, which
is equal to ten percent (10%) of the aggregate gross proceeds to the Registrant
from the sale on March 24, 2005 of Shares to investors introduced to the

                                       2
Registrant by the placement agents. 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
Warrants and the 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 incorporated herein by reference.

In connection with the closing, the Registrant entered into a Registration
Rights Agreement, which is filed as Exhibit 10.11 to the March 4, 2005 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
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

                                       3
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.

                                       4
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 March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8-K , including the
Exhibits filed therewith, are specifically incorporated herein by reference. The
Registrant sold the Shares at the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8K. The Agreement was filed as
Exhibit 10.10 to the March 4, 2005 8K, which is specifically incorporated herein
by reference.

(c) On March 24, 2005, the Registrant consummated a second closing in its
private placement of securities (the "Private Placement") previously reported on
the Registrant's Current Report on Form 8-K filed on March 4, 2005 (the "March
4, 2005 8-K"). In the closing on March 24, 2005, the Registrant sold an
additional 50,000 shares (the "Shares") of its common stock (the "Common Stock")
to investors in the Private Placement. The March 4, 2005 8K , including the
Exhibits filed therewith, are specifically incorporated herein by reference. The
Registrant sold the Shares at the March 24, 2005 closing at a gross price of
$2.00 per Share, or $100,000 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 at the March
24, 2005 closing, in the aggregate, Warrants to purchase 25,000 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"), described in the March 4, 2005 8-K. The Agreement was filed
as Exhibit 10.10 to the March 4, 2005 8-K, which is specifically incorporated
herein by reference. In connection with the March 24, 2005 closing of the sale
of Shares, the Registrant paid a cash fee to placement agents in the amount of
$10,000, which is equal to ten percent (10%) of the aggregate gross proceeds to
the Registrant from the sale on March 24, 2005 of Shares to investors introduced
to the Registrant by the placement agents.. 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 March 24, 2005 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) purchaser 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

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during the preceding thirty (30) days. The Warrants are not transferable. The
Warrants and the 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 are set forth in Exhibits 10.12 and
10.13, respectively, to the March 4, 2005 8-K, which are specifically
incorporated herein by reference.

                         [Signature on following page.]

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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 30, 2005

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