GZ6G Technologies Corp (GZIC): Here's the way I see it NNSR sold pri...

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Re: GAMECOCKFAN post# 393

Saturday, 01/06/2007 10:06:42 PM

Saturday, January 06, 2007 10:06:42 PM

Here's the way I see it

NNSR sold private shareholders 71.5M unregistered shares for 715g's in june '06 (that works out to .10/share) I'm thinking these PP investors shorted and will use these newly registered shares to cover.

"...On December 27, 2006, NanoSensors, Inc. (the “Registrant”) received gross proceeds of $715,000 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 71,500,000..."

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I see the company filed a "Regulation D" on June 1, 2006...

REGDEX [html][text] 1 KB [Paper]Notice of Sale of Securities [Regulation D and Section 4(6) of the Securities Act of 1933], item 06
Acc-no: 9999999997-06-023583 (34 Act)

REGDEX = Regulation D

REGULATION D : A popular option

Most issuances of equity securities must be registered with the Securities and Exchange Commission. Registration documents include detailed disclosure, historical financial statements, and third party audits that take time to assemble. The process requires many hours of assistance by attorneys and accountants, and the SEC review can last from 20 to 60 days. Registration alone can cost a business thousands of dollars even before the offering makes any money.

A private placement, however, is EXEMPT from federal registration. Exemptions have always been available under the Securities Act of 1933 (the Act), but the original exemption provisions (contained in sections 3(b) and 4(2) of the Act) were vague and, therefore, risky for business owners to invoke.

In 1982, the SEC adopted Regulation D, which set forth
objectives and quantifiable rules for exemptions from federal
registration. Offerings exempt under these rules 504,505 and
506 have become the most common cost and time saving
methods for small and growing businesses to raise capital from
private investors.

Rule 506 : Provides an exemption for limited offers and sales without regard to the dollar amount of the offering. This exemption does not limit the number of accredited investors, but the number of nonaccredited investors may not exceed 35 investors. (An accredited investor is any one investor with a certain net worth and or experience in the purchase of stocks.) All nonaccredited purchasers, either alone or together with a designated representative must be sophisticated enough (i.e., have the knowledge and experience necessary) to evaluate the merits and risks of the investment. (An offering company typically determines the sophistication of its investors with a questionnaire subscription agreement.) Rule 506 requires detailed disclosure of relevant information to potential investors; the extent of disclosure depends on the dollar size of the offering.

Rule 505 : Offerings may not exceed $5 million, less the total dollar amount of securities sold during the preceding 12 month period under Rule 504, Rule 505 or Section 3 of the act. This exemption limits the number of nonaccredited investors to 35 but has no investor sophistication standards. Rule 505 requires disclosure similar to that required for Rule 506 offerings, under $7.5 million.

Rule 504 : Offerings allow a business to raise a maximum of $1 million, less the total dollar amount of securities sold during the preceding 12 month period, under Rule 504, Rule 505 or Section 3 of the act. However, a business can raise only $500,000 by the sale of securities to persons residing in the states of Montana and Alaska, which have no disclosure laws applicable to the offering. For the states that do have disclosure laws, which are 48 out of the 50 states, a business can raise up to $1,000,000. Rule 504 has no prescribed disclosure requirements, no limit on the number of purchasers, and no investor sophistication standards.

Rule 504 is the most commonly used Regulation D exemption. Offerings that are exempt under Rule 504 are relatively simple to prepare, which reduces cost and delay and can generally be underwritten by the offering company (the securities being sold by the company's own officers, directors and employees).

http://www.cfss.com/reg_d.htm

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AND they filed and SB-2 on August 1, 2006...

"...This prospectus relates to the sale of up to 464,080,000 shares of our common stock which may be offered by the selling stockholders identified in this prospectus..."

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and this PRE 14A on aug 8, 2006...

"The purposes of the Meeting are to seek stockholder approval of three proposals: (i) electing two directors to the Board, (ii) amending our Articles of Incorporation to increase the authorized shares of Common Stock from 500,000,000 to 950,000,000 shares and (iii) adopting our 2006 Equity Incentive Plan...."

So basically NNSR has been printing and selling shares bigtime in 2006 and the chart below shows this.

one year weekly

Never invest in a stock without looking at the SEC filings !!!! Trade maybe, but invest(marry)- NO NO NO

When all this inside selling is done the pps could run. It could be close to that now who knows.

Transfer Agent:
Company Office (I don't like this)

Outstanding at July 17, 2006
Common Stock, $.001 par value per share 300,278,978 shares
The above is from the last 10Q filed. ITS SIX MONTHS OLD.

They upped the authorised shares to 970M on 12/13/06!!!

12/13/2006 Effective Date:
Previous Stock Value: Par Value Shares: 520,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 520,000.00 New Stock Value: Par Value Shares: 970,000,000 Value: $ 0.001 No Par Value Shares: 0 ----------------------------------------------------------------- Total Authorized Capital: $ 970,000.00

970M x 1 cent gives a market cap of 9.7 million dollars

HOPEFULLY these shares have already been shorted into the market and the newly registered shares are being used to cover. Then the pps can go up on merit with PP selling over.

OR

a promotion campaign will begin to help the sellers. the pps will will rise but there will be alot of selling

OR

they will just sell sell sell and the pps will head for the basement

PROSPECTUS SUPPLEMENT TO
REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006

NANOSENSORS, INC.
374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE

This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this Prospectus Supplement. The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering, other than the exercise price, if any, to be received upon exercise of the warrants referred to in the Prospectus.

This Prospectus Supplement includes the following document, as filed by us with the Securities and Exchange Commission:

• The attached Current Report on Form 8-K of NanoSensors, Inc. filed on December 28, 2006.

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