ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

(Last)

(First)

(Middle)

NANOSENSORS, INC.

1475 VETERANS BLVD.

(Street)

REDWOOD CITY

CA

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2008

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽¹⁾	437.875	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Series A Convertible Preferred Stock was acquired as of January 17, 2008 pursuant to merger of Cuchulainn Holdings, Inc. with and into Cuchulainn Acquisition, Inc., a wholly owned subsidiary of NanoSensors. Each share of Series A Convertible Series A Convertible Preferred Stock was acquired as of January 17, 2008 pursuant to merger of Cuchulainn Holdings, Inc. with and into Cuchulainn Acquisition, Inc., a wholly owned subsidiary of NanoSensors. Each share of Series A Convertible Preferred Stock is equal to for voting purposes, and is convertible into upon certain terms and conditions, 199,604.068 shares of NanoSensors Common Stock. Upon conversion of all his shares of Series A Preferred Stock, Mr. Levy will be entitled to receive 87,401,631 shares of Common Stock. Due to rounding it was previously reported in Form 8-K, dated January 24, 2008 that Mr. Levy would be entitled to receive 87,397,261 shares of NanoSensors Common Stock.

	/s/ William Levy	05/12/2008
	** 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 5 (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).
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