UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NANOSENSORS, INC
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(Exact name of registrant as specified in its charter)
Nevada 200452700
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(State of incorporation or (I.R Employer
organization) Identification No.)
1800 Wyatt Drive, Suite #2. Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
Securities to he registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 1 2(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-117610 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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(Title of class)
Class A Warrants
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(Title of class)
Item 1. Description of Registrant's to be Registered.
Information with respect to our common stock and Class A warrants is
incorporated herein by reference to "Description of Securities" in
the Registration Statement on Form SB-2 (Registration No. 333-117610
(the "Registration Statement"), filed under the Securities Act of
1933, as amended, with the Securities and Exchange Commission (the
"Commission"). The Registration Statement will be declared effective
by the commission simultaneously with this Registration Statement.
Item 2. Exhibits
2.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form SB-2 filed with
the Commission on July 23, 2004).
2.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form SB-2 filed with the Commission on
July 23. 2004).
2.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 the Registration Statement on Form SB-2 filed with the Commission
on July 23, 2004).
2.4 Specimen Bridge Warrant Certificate (incorporated by reference to
Exhibit 4.2 to the Registration Statement on Form SB-2 filed with the
Commission on July 23, 2004).
2.5 Specimen Warrant Certificate from Private Placement (incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form SB-2
filed with the Commission on July 23, 2004).
2.6 Specimen Placement Agent Unit Purchase Option Certificate from Private
Placement (incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form SB-2 filed with the Commission on July 23, 2004 and
refiled on October 29, 2004).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 29, 2004 NANOSENSORS, INC.
By: /s/ Ted Wong
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Name: Dr. Ted Wong
Title: Chief Executive Officer
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NANOSENSORS, INC.
1800 WYATT DRIVE, SUITE #2
SANTA CLARA, CA 95054
October 29, 2004
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: NANOSENSORS, INC.
Dear Ladies and Gentlemen:
The undersigned, NanoSensors, Inc. Inc., a Nevada corporation (the
"Registrant"), is filing a Registration Statement on Form 8-A (the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended.
The Registrant respectfully requests that the effective date of the
Registration Statement be accelerated to the same date as the effective date of
its Registration Statement on Form SB-2 (No. 333-117610), or as soon thereafter
as is practicable.
NanoSensors, Inc.
By: /s/ Ted Wong
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Ted Wong, Chief Executive Officer
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