8-K

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): July 7, 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 organization)	(I.R.S. Employer Identification No.)

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))

Item 1.01	Entry into a Material Definitive Agreement.
	Effective as of July 7, 2006, NanoSensors, Inc. adopted a compensation plan for non-executive members of its board of directors. Under the terms of this arrangement, each non-executive member of our board of directors shall be paid an annual retainer of $18,000, payable in equal quarterly installments of $4,500; provided, however, that for the initial quarter in which a non-executive director commences service on the board, such director shall receive a prorated fee for such quarter based on the date such service commences, as follows: (a) if service commences during the first month of such fiscal quarter the fee for such quarter shall be $4,500; (b) if service commences during the second month of such fiscal quarter, the fee for such quarter shall be $3,000; and if service commences during the third month of such fiscal quarter, the fee for such quarter shall be $1,500. Subject to the approval of our stockholders, effective on July 7, 2006, each non-executive director shall be awarded, on the date such person commences service as a director, an option to purchase 2,000,000 shares of our common stock, exercisable for a period of ten years at a price per share equal to the closing price of our common stock on the date of grant and which options shall vest as follows: 50% on the first anniversary of the date that the individual commences service as a member of the board with the remaining 50% vesting on the second anniversary of such date.
Item 3.02	Unregistered Sales of Equity Securities.
	We have issued warrants to purchase an aggregate of 5,000,000 shares of our common stock to consultants pursuant to consulting agreements recently entered into with such persons. Each consultant was granted a warrant to purchase 1,000,000 shares of our common stock, vesting in equal monthly installments over a period of 24 months. The warrants are exercisable for a period of five years at a price per share equal to the closing price of our common stock on the date of grant. The issuance of these securities was exempt from registration under the Securities Act of 1933, as amended, under Section 4(2) and the securities were issued without any form of general solicitation or general advertising.
Item 5.02 (d)	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Effective July 10, 2006, our Board of Directors appointed Robert Baron as a director of NanoSensors, Inc.  Mr. Baron presently serves as a member of the board of directors of two publicly-traded companies, Hemobiotech, Inc. and Exegenics, Inc.  Hemobiotech is a development stage biotechnology company and Exegenics, which formerly operated as a biotechnology company, is currently seeking to redeploy its assets and actively pursue a new business.From 1998 to August 2004, he served as President of Cash City Inc., a payday advance and check cashing business. Previously, Mr. Baron served as President of East Coast Operations of CSS/TSC, a subsidiary of Tultex, Inc., a New York Stock Exchange listed company engaged in the manufacturing of activewear products, such as t-shirts and as Chairman of T-Shirt City Inc., a company engaged in the distribution of activewear products. Mr. Baron received his B.S. degree from Ohio State University. Mr. Baron is 66 years of age. Mr. Baron was a limited partner in Meyers Associates, LP from February 2002 until July 2006. Meyers Associates, LP served as a selling agent in our recently announced private placement. On July 13, 2006, we issued a press release announcing the election of Mr. Baron to our Board of Directors. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference herein.
Item 8.01	Other Events.
	We have established a Technical Advisory Board that consists of five experts in the nanotechnology industry. We formed the advisory board to assist us in identifying patented or patent-pending technologies at universities and government laboratories. Each of the advisory board members also entered into separate two-year consulting agreements with us pursuant to which we will pay each of these individuals a monthly retainer of $1,500 and grant them warrants to purchase 1,000,000 shares of our common stock on the terms described in Item 3.02 of this Current Report on Form 8-K, above. On July 12, 2006, we issued a press release announcing the formation of our Technical Advisory Board. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

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Item 9.01	Financial Statements and Exhibits.
(c)	Exhibits.
	The following exhibits are filed or furnished herewith:

Exhibit No.	Description of Document
99.1	Press Release dated July 12, 2006.
99.2	Press Release dated July 13, 2006

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 L. Wong

Name: Ted L. Wong

Title:   Chief Executive Officer

Date: July 13, 2006

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EX-99.1

Exhibit 99.1

NANOSENSORS, INC.

NanoSensors Forms Technical Advisory Board

Santa Clara, California, July 12, 2006 - NanoSensors Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents announces today that it has formed a Technical Advisory Board that consists of five experts in the nanotechnology industry. The Company has named these individuals to its advisory board to assist in identifying patented or patent-pending technologies at universities and government laboratories.

The Technical Advisory Board includes Professor David Tomanek of Michigan State University, Professor Evangelyn Alocilja of Michigan State University, Professor Seunghun Hong of Seoul National University, Professor Hee Cheul Choi of Pohang University of Science and Technology (“Postech”) and Dr. Yung Doug Suh of Korea Research Institute of Chemical Technology.

Professor Tomanek is a leading expert in the science of carbon nanotubes. Professor Alocilja’s field of expertise is in biosensors. Professor Hong’s area of focus is in the development and assembly of nanowire-based devices. Professor Choi’s background is in the optimization of sensor related nanotube devices. Dr. Suh is recognized for his outstanding work in the field of characterization of nanotubes and nanodevices.

“We are honored to have this distinguished group of scientists join our Technical Advisory Board. Their combined expertise provides the Company with access to extremely valuable insights and knowledge which we will use to assist us in bringing nanotechnology-based sensor products into the market” said Ted Wong, Chairman and CEO of NanoSensors. “The expertise of this Board is profound and I believe their guidance will be invaluable.”

In addition, the Company also announces that each of the advisory board members has entered into separate two-year consulting agreements with the Company. Under these agreements, the Company has agreed to compensate each board member in the form of a monthly retainer and grant each of them warrants to purchase shares of the Company’s common stock.

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About NanoSensors, Inc.

NanoSensors, Inc. was incorporated in December, 2003 and is a nanotechnology development company based in Santa Clara, California. The Company's principal business is the development, manufacturing and marketing of sensors and instruments to detect explosive (X), chemical (C) and biological (B) agents ("XCB"), along with the management of intellectual property derived from there that will enable NanoSensors to create nanoscale devices.

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These forward-looking statements involve known and unknown risks, uncertainties and other facts that could cause the actual future results of the Company to be materially different from such forward looking statements. These forward-looking statements are made only as of the date hereof, and we disclaim any obligation to update or revise the information contained in any such forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT

Dr. Ted Wong, CEO

(408) 855-0051

tlwongusa@yahoo.com

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EX-99.2

Exhibit 99.2

Robert Baron Joins the Board of Directors

Of NanoSensors, Inc.

Santa Clara, CA—July 13, 2006—NanoSensors, Inc. (OTCBB: NNSR.OB) announced today that Mr. Robert A. Baron has joined its Board of Directors.

Mr. Baron presently serves as a member of the board of directors of two publicly-traded companies, Hemobiotech, Inc. and Exegenics, Inc.  Hemobiotech is a development stage biotechnology company, and Exegenics, which formerly operated as a biotechnology company, is currently seeking to redeploy its assets and actively pursue a new business. From 1998 to August 2004, he served as President of Cash City Inc., a payday advance and check cashing business. Previously, Mr. Baron served as President of East Coast Operations of CSS/TSC, a subsidiary of Tultex, Inc., a New York Stock Exchange listed company engaged in the manufacturing of activewear products, such as t-shirts and as Chairman of T-Shirt City Inc., a company engaged in the distribution of activewear products. Mr. Baron received his B.S. degree from Ohio State University.

“We are delighted that Robert Baron has been appointed to NanoSensors’ board of directors,” said Ted Wong, NanoSensors’ Chairman and CEO. “Robert has proven leadership abilities and demonstrated experience in assisting growth-stage companies. With his managerial and financial skills and experience, we anticipate that Robert’s contributions to our Board will be invaluable.”

“I look forward to contributing to the efforts of the NanoSensors board of directors,” said Mr. Baron. “It is exciting to be involved with an innovative technology company. I am eager to participate in the strategic decisions that will enable the future growth of NanoSensors.”

About NanoSensors, Inc.

NanoSensors, Inc. was incorporated in December, 2003 and is a nanotechnology development company based in Santa Clara, California. The Company’s principal business is the development, manufacturing and marketing of sensors and instruments to detect explosive (X), chemical (C) and biological (B) agents (“XCB”), along with the management of intellectual property derived from there that will enable NanoSensors to create nanoscale devices.

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect,” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of The Company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the Company’s ability to implement its business plan for various applications of its technologies, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

CONTACT

Dr. Ted Wong, CEO

(408) 855-0051

tlwongusa@yahoo.com

www.nanosensorsinc.net

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