-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoxQUYIGoufi0j8n1Fq7Ao6M/xbxk2jOV56oNLcRQfT4UIEz9CIeGUAZ1uwZSMor Jz9+25FRvmz3g8UMQ8W9Bw== 0001144204-06-053211.txt : 20070207 0001144204-06-053211.hdr.sgml : 20070207 20061218165538 ACCESSION NUMBER: 0001144204-06-053211 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANOSENSORS INC CENTRAL INDEX KEY: 0001286648 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1800 WYATT DR STREET 2: SUITE 2 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-855-0051 CORRESP 1 filename1.htm




December 18, 2006

Filed via EDGAR and
Delivered via Overnight Courier and
Facsimile (202) 772-9218

 
Peggy A. Fisher    
Assistant Director   
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
 
Timothy Buchmiller, Esq.   
Stop 6010
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
 
  Re:  NanoSensors, Inc.
     
   
Amendment No. 1 to Registration Statement on Form SB-2
Filed on December 1, 2006
File No. 333-136220
 
Dear Ms. Fisher and Mr. Buchmiller:

We are counsel to NanoSensors, Inc. (“NanoSensors” or the “Company”) and are in receipt of your letter dated December 13, 2006 concerning the above-referenced registration statement (the “Registration Statement”). This letter sets forth NanoSensors’ response to the comment contained therein. We have followed the numbered comments as set forth in your letter. A copy of pre-effective Amendment Number 2 to the Registration Statement, as marked against the prior submission accompanies this letter and has been filed as correspondence of the Commission’s EDGAR system.

General

Comment No. 1. We note your response to prior comment 2, however, your disclosure continues to contain references to obtaining shareholder approval to increase your authorized capitalization. Before you request acceleration of your registration statement, please revise your disclosure throughout the prospectus so that it is clear that all of the shares being offered for resale have been authorized.

Response

The Company has revised the Registration Statement throughout to clearly state that it has obtained shareholder approval of an amendment to it’s Articles of Incorporation in order to increase its authorized capitalization and that the shares of common stock being offered for resale pursuant to the prospectus that is part of the Registration Statement have been authorized.
 

Securities & Exchange Commission
December 18, 2006
Page 2
 
Conclusion

Thank you for your assistance in this matter. We look forward to receiving any additional comments you may have.
 
     
  Sincerely yours,
   
  Goldstein & DiGioia, LLP
   
   
 
/s/ Michael A. Goldstein
Michael A. Goldstein
 

cc: J. Moser
 
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