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.
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/s/ David Rector
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David Rector
President