DAVID M. LOEV, ATTORNEY AT LAW
                         6300 WEST LOOP SOUTH, SUITE 280
                              BELLAIRE, TEXAS 77401
                            TELEPHONE: (713) 524-4110
                            FACSIMILE: (713) 524-4122

                                October 25, 2006

H. Christopher Owings                                            VIA EDGAR
Division of Corporate Finance                                    ---------
United States Securities and Exchange Commission
Mail Stop 3561
100 F. Street, N.E.
Washington, D.C. 3561
Phone: (202) 551-3720

Re:     Nano Holdings International, Inc.
        Amendment No. 2 to Registration Statement on Form SB-2
        Filed October 11, 2006
        File No. 333-136215

Dear Mr. Owings:

     In  response  to  your comment letter dated October 19, 2006, Nano Holdings
International,  Inc.  (the  "Company"  and  "Nano") has the following responses:

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS,  CONTROL  PERSONS  AND  EMPLOYEES
------------------------------------------------------------------------------

1.   WE  NOTE  YOUR  RESPONSE  TO  COMMENT 1 IN OUR LETTER DATED SEPTEMBER 29,
2006. PLEASE REVISE YOUR DISCLOSURE TO PROVIDE A CLEAR AND CONCISE DISCLOSURE OF
COMPENSATION  RECEIVED  BY  YOUR CHIEF EXECUTIVE OFFICER. IN THIS REGARD, PLEASE
DISCLOSE  THE VALUE OF THE 100,000 RESTRICTED SHARES OF COMMON STOCK RECEIVED BY
MR.  RECTOR.  SEE  ITEM  402  OF  REGULATION  S-B.

RESPONSE:

     In  response  to  your  comment,  we  have  added  disclosure regarding the
     fact  that  the  100,000  restricted  shares  of common stock issued to Mr.
     Rector  in  consideration  for services rendered had a value of "$10,000 or
     $0.10  per  share,"  under  the  headings  "Directors,  Executive Officers,
     Promoters,  Control  Persons  and  Significant  Employees,"  "Executive
     Compensation"  and  "Item  26.  Recent  Sales  of Unregistered Securities."



EXHIBIT 23.1
------------

2.   PLEASE  HAVE  YOUR  INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM REVISE
THEIR  CONSENT  TO  REFERENCE  THE CORRECT NOTES THAT ARE DATED AS OF OCTOBER 4,
2006. THE CONSENT REFERS TO NOTES 3 AND 4 WHILE THE AUDIT REPORT REFERS TO NOTES
4  AND  7.

RESPONSE:

     The  consent  of  Nano  Holding  International,  Inc.'s  public  accounting
     firm  has  been  corrected in the amended filing to refer to notes 4 and 7.

                                     Very Truly Yours,

                                     /s/ John S. Gillies
                                     --------------------------
                                     John S. Gillies,
                                     Associate,
                                     David M. Loev, Attorney at Law