CORRESP 1 filename1.txt NANO HOLDINGS INTERNATIONAL, INC. 1640 Terrance Way Walnut Creek, California 94597 December 26, 2006 Mr. Scott M. Anderegg VIA FAX AT (202) 772-9204 Division of Corporate Finance ------------------------- United States Securities and Exchange Commission AND VIA EDGAR Mail Stop 3561 ------------- 100 F. Street, N.E. Washington, D.C. 20549 Phone: (202) 551-3342 Re: Nano Holdings International, Inc. Amendment No. 5 to Form SB-2 Filed December 12, 2006 File No. 333-136215 Dear Mr. Anderegg: Request is hereby made to accelerate the effectiveness of the above referenced registration statement to 10:00 a.m. eastern time, Wednesday, December 27, 2006, or as soon thereafter as practicable. Additionally, Nano Holdings International, Inc. (the "Company") acknowledges that: o Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; o The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and o The Company may not assert staff comments and a declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any comments or questions to our counsel, David M. Loev, Attorney at Law, at (713) 524-4110. Sincerely, NANO HOLDINGS INTERNATIONAL, INC. --------------------------------- /s/ David Rector -------------------- David Rector President