On December 27, 2006, NanoSensors, Inc. (the "Registrant") received gross proceeds of $715,984 from escrow after satisfying the covenants it agreed to in connection with its private placement of units, which closed in June 2006. Accordingly, the Registrant issued the investors an aggregate of 71,500,778 shares of common stock and warrants to purchase 71,500,184 shares of common stock exercisable for a period of five years at a per share exercise price of $0.04..