SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MEYERS BRUCE

(Last)

(First)

(Middle)

45 BROADWAY

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NANOSENSORS INC [ NNSR.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/27/2006		G⁽¹⁾		23,200,000	D	⁽¹⁾	20,350,000	D
Common Stock								7,950,000	I	By Meyers Associates, LP⁽³⁾
Common Stock	07/21/2006		G⁽¹⁾		250,000	A	⁽²⁾	250,000	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Unit Purchase Options⁽⁴⁾	$0.01	07/21/2006		G⁽¹⁾			10,150,000⁽⁴⁾	04/30/2004⁽⁵⁾	04/30/2009	Common Stock and Warrants⁽⁴⁾	10,150,000⁽⁴⁾	$0	3,600,000⁽⁴⁾	I	By Meyers Associates LP⁽³⁾
Unit Purchase Warrants⁽⁴⁾	$0.01	06/27/2006		P		16,290,000⁽⁴⁾		06/27/2006	⁽⁶⁾	Common Stock and Warrants⁽⁴⁾	16,290,000⁽⁴⁾	$0	16,290,000⁽⁴⁾	I	By Meyers Associates LP⁽³⁾
Unit Purchase Warrants⁽⁴⁾	$0.01	06/27/2006		G⁽¹⁾			7,290,000⁽⁴⁾	06/27/2006	⁽⁶⁾	Common Stock and Warrants⁽⁴⁾	7,290,000⁽⁴⁾	$0	9,000,000⁽⁴⁾	I	By Meyers Associates LP⁽³⁾
Unit Purchase Warrants⁽⁴⁾	$0.01	07/18/2006		G⁽¹⁾			9,000,000⁽⁴⁾	06/27/2006	⁽⁶⁾	Common Stock and Warrants⁽⁴⁾	9,000,000⁽⁴⁾	$0	0	D

Explanation of Responses:

1. Shares transferred to third parties as bona fide gifts. Other than the securities described in footnote 2 on this Form 4, the Reporting Person expressly disclaims beneficial ownership of shares transferred as gifts.

2. Securities transferred by Reporting Person to his spouse as a bona fide gift.

3. reporting person is the president of Meyers Associates, LP and holds voting control over the shares held in the name of Meyers Associates, L.P.

4. Each Unit Purchase Option and Unit Purchase Warrant is exercisable into one share of common stock and one common stock purchase warrant.

5. Securities are subject to an agreement by Reporting Person restricting exercise until the earlier of six months following the effective date of a registration statement to be filed by Issuer in connection with a recent private placement by the Issuer or one year from the date of such agreement.

6. The Unit Purchase Warrants expire five years following the effective date of the registration statement referred to in note 5, above.

	/s/ Bruce Meyers	07/26/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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