SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current Report ~~REPORT~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date of Report TO(Date ~~SECTION~~of 13Earliest OREvent ~~15(D~~Reported) OFNovember ~~THE~~8, 2006

~~SECURITIES~~Nano Chemical ~~EXCHANGE~~Systems ~~ACT~~Holdings, ~~OF 1934~~Inc.

~~DATE OF REPORT~~ (~~DATE~~Exact name OFor ~~EARLIEST~~registrant ~~EVENT~~as ~~REPORTED):~~specified ~~May~~in ~~10,~~its ~~2005~~charter)

NANO CHEMICAL SYSTEMS HOLDINGS, INC.

Nevada	87-0571300
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

~~(EXACT~~105 Park ~~NAME~~Avenue, OFSeaford, ~~REGISTRANT~~Delaware ~~AS SPECIFIED IN CHARTER)~~19973

NEVADA		000-49998
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

(Address of Principal Executive Offices, Including Zip Code)

~~P.O Box 10591~~(302) 628-2100

~~Portland~~(Registrant's Telephone Number, ~~Oregon~~Including ~~97296~~Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~ADDRESS~~See OFGeneral ~~PRINCIPAL~~Instruction ~~EXECUTIVE~~A.2. ~~OFFICES~~below):

oWritten communications pursuant to Rule 425 under the Securities Act (~~503)~~17 ~~236-7171~~CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~ISSUER~~17 ~~TELEPHONE~~CFR ~~NUMBER~~240.14a-12)

~~Heritage~~o Pre-commencement ~~Scholastic~~communications ~~Corporation~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~136~~o Pre-commencement ~~Acacia~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Solana~~Item 5.02. ~~Beach,~~Departure ~~California~~Of ~~92075~~Directors Or Principal Officer; Election Of Directors; Appointment Of Principal Officers

~~(FORMER~~Effective November ~~NAME~~8, ~~AND~~2006, ~~ADDRESS)~~James R. Ray resigned his position as CEO, President and Director of Nano Chemical Systems Holdings, Inc. At a meeting duly called, the Board of Directors unanimously voted to accept the resignation of Mr. Ray and appointed Mathew M. Zuckerman, Ph.D. to the positions of CEO, President and Director to fill the vacancy created by Mr. Ray’s resignation.

~~FORWARD LOOKING STATEMENTS~~1

~~This~~Dr. Matthew ~~Form~~Zuckerman ~~8-K~~is ~~and~~an ~~other~~Inventor, ~~reports~~Principal ~~filed~~Engineer byand ~~Registrant~~Scientist ~~from time to time~~ with ~~the~~over thirty-five ~~Securities~~years ~~and~~of ~~Exchange~~US ~~Commission~~business ~~(collectively~~experience. ~~the~~Dr. ~~“Filings”)~~Zuckerman ~~contain~~has orserved ~~may~~in ~~contain~~senior level ~~forward~~technical ~~looking statements~~ and ~~information~~general ~~that~~management, ~~are~~sales ~~based~~and ~~upon~~marketing ~~beliefs~~positions ~~of,~~ and ~~information~~has served ~~currently~~as ~~available~~an ~~to,~~executive ~~Registrant’s~~and ~~management~~director asof ~~well~~four aspublic ~~estimates~~ and ~~assumptions~~six ~~made by Registrant’s management~~private companies. He ~~When~~was ~~used~~president, infounder ~~the~~and ~~filings~~chief ~~the~~scientist ~~words~~of ~~“anticipate”,~~Advanced Transducer ~~“believe”~~Devices, ~~“estimate”,~~Inc. ~~“expect”,~~for ~~“future”,~~10 ~~“intend”,~~years. Advanced ~~“plan”~~Transducer orpatented, developed ~~the negative of these terms~~ and ~~similar~~manufactured ~~expressions~~sensors asunder ~~they~~contract ~~relate~~ to ~~Registrant~~Borg orWarner, ~~Registrant’s~~Dart ~~management identify forward looking statements~~Kraft Industries. ~~Such~~Advanced ~~statements~~Transducer ~~reflect~~was ~~the~~sold ~~current~~for ~~view~~$20 ofmillion ~~Registrant~~in ~~with~~cash ~~respect to future events~~ and ~~are subject~~ stock to Televideo ~~risks,~~Systems. ~~uncertainties,~~Dr. ~~assumptions~~Zuckerman ~~and~~is ~~other~~the ~~factors~~author ~~relating to Registrant’s industry, Registrant’s operations and results~~ of ~~operations~~twelve ~~and~~issued ~~any~~US ~~businesses~~Patents with approximately ~~that~~100 ~~may~~mirrored beforeign ~~acquired~~patents. ~~by Registrant~~Dr. ~~Should~~Zuckerman ~~one~~is orthe ~~more~~sole inventor of ~~these~~four ~~risks~~US orPatents ~~uncertainties~~for ~~materialize,~~apparatus orand ~~should~~methods ~~the~~of ~~underlying~~detection ~~assumptions~~of ~~prove~~gases ~~incorrect,~~issued between ~~actual~~November ~~results~~4, ~~may~~1980 ~~differ~~and ~~significantly~~March ~~from~~10, ~~those~~1987 ~~anticipated~~(4, ~~believed~~231,249, ~~estimated~~4,423,407, ~~expected~~4,502,321, and ~~intended or planned~~4,648,260).

~~Although~~Dr. Zuckerman ~~Registrant~~holds ~~believes~~Bachelors, ~~that~~Masters ~~the~~and ~~expectations~~Ph.D. ~~reflected~~degrees infrom ~~the~~New ~~forward~~York ~~looking~~University School ~~statements are reasonable, Registrant cannot guarantee future results, levels~~ of ~~activity,~~Engineering ~~performance~~and orScience. ~~achievements~~Dr. ~~Except~~Zuckerman aswas ~~required~~an byAlfred ~~applicable~~P. ~~law,~~Sloan Executive ~~including~~Fellow ~~the~~at ~~securities~~Stanford ~~laws of the United States~~University, ~~Registrant~~Graduate ~~does~~School ~~not intend to update any~~ of ~~the forward-looking statements to conform these statements to actual results~~ Business.

~~ITEM~~Dr. Zuckerman has extensive 4experience with protecting, licensing and commercializing intellectual property with over 100 launches of new technological products.01 He was president and CEO of CrystalVision, Inc., ~~CHANGES~~a INdevelopment ~~REGISTRANT~~stage flat panel manufacturing company for four years in the mid-1980’Ss. ~~CERTIFYING~~Under ~~ACCOUNTANT~~his direction, the company pioneered dot-matrix addressable information displays for computer and medical applications.

Dr. Zuckerman worked in a two-person company; Poseidon Technologies (1Later Hotrail, Inc.), ~~Previous~~where ~~Independent~~he ~~Auditors:~~first obtained American Micro Devices, Intel’s competitor, as a customer and then secured equity financing. Poseidon was sold to Compresent in the year 2000 for excess of $400-million in cash and stock.

(i) On May 10, 2005, Webb & Company, PA (“Webb”) was dismissed as independent auditor for the Company. On May 10, 2005, the Company engaged Madsen & Associates CPA’s, Inc. (“Madsen”) as its principal independent accountant. This decision to engage Madsen was ratified by the majority approval of the Board of Directors of the Company.Professional Highlights:

~~(ii)~~Dr. ~~Management~~ Zuckerman ofreceived ~~Nano~~his ~~has not had any disagreements with Webb related to any matter of accounting principles or practices~~BCE, ~~financial statement disclosure or~~ ~~auditing scope~~MSCE ~~or procedure~~and Ph. ~~For~~D. ~~the~~degrees ~~period~~ from ~~February 14,~~New ~~2005~~York ~~through Webb's termination on~~University School ~~May~~of ~~10, 2005, there~~Engineering ~~has been no disagreement between the Company~~ and ~~Webb~~Science. onHe ~~any matter~~did ~~of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of~~his ~~Webb would have caused it~~graduate towork ~~make~~under ~~a reference to the~~research ~~subject~~ grants ~~matter~~and offellowships ~~the~~sponsored ~~disagreement~~by inthe ~~connection~~US ~~with its reports~~Government.

~~(iii) In~~Dr. Zuckerman ~~connection~~has ~~with~~12 ~~its~~issued ~~review~~US ofpatents ~~financial~~issued. ~~statements~~He ~~for~~was the ~~quarter~~sole ~~ending~~inventor ~~December~~of ~~31,~~half of these ~~2004,~~inventions ~~there~~and ~~have~~co-inventor ~~been no disagreements with Webb on any matter~~ of ~~accounting~~the ~~principles~~other orhalf. ~~practices~~Currently, ~~financial~~he ~~statement~~has ~~disclosure,~~authored 11 orUS ~~auditing~~Patents ~~scope~~in orvarious ~~procedure,~~stages ~~which disagreements if not resolved to the satisfaction~~ of ~~Webb would have caused them to make reference thereto in their report on the financial statements~~filling.

~~(iv) During~~Dr. Zuckerman ~~the~~was ~~most~~an ~~recent~~Alfred ~~audit~~P. ~~period~~Sloan ~~and~~Fellow ~~the~~at ~~interim~~Stanford ~~period~~University ~~subsequent~~Graduate toSchool of ~~May~~Business. ~~10,~~His ~~2005,~~dissertation ~~there~~was ~~have~~titled ~~been~~“A noNormative ~~reportable~~Description ~~events~~for ~~with~~an Innovative ~~the Company as set forth in Item 304(a)(i)(v) of Regulation S-K~~Manufacturer”.

~~(v) The~~Dr. Zuckerman ~~Company~~received ~~requested~~the ~~that~~Founders ~~Webb~~Day ~~furnish~~Award itfrom ~~with~~New aYork ~~letter~~University ~~addressed~~for tohis pioneering ~~the~~thesis ~~SEC~~research. ~~stating~~His ~~whether~~father oralso ~~not~~received itthis ~~agrees~~award ~~with~~for ~~the~~his ~~above~~30-year service ~~statements.~~in Ateaching ~~copy~~post-graduate ofmedicine ~~such~~at ~~letter~~NYU isand ~~filed as an Exhibit to this Form 8~~NYU-K.Columbia Medical Schools

~~(2)~~Dr. Zuckerman ~~New~~designed, ~~Independent~~manufactured, ~~Accountants~~marketed and sold two million add-in-boards for PC, Apple and Tandy TRS series of computers private labeled for major US and Japanese companies under their brand name and his own: Zuckerboard and ATD Silver and Gold.

~~(i) The Company engaged, Madsen & Associates CPA’s, Inc~~Dr., Zuckerman ~~Murray,~~doctoral ~~Utah,~~work asresulted ~~its~~in ~~new~~his ~~independent~~first ~~auditors~~patents asand ofcommercial ~~May 10, 2005~~success. The ~~Prior~~title toof ~~such~~his ~~date,~~thesis ~~the~~was ~~Company,~~“High ~~did~~Quality ~~not~~Reuse ~~consult~~Water ~~with~~by ~~Madsen~~the &Hydrolysis Adsorption ~~Associates CPA’s, Inc~~Process”. ~~regarding~~The ~~(i)~~process ~~the~~was ~~application~~sold ofcommercially ~~accounting~~as ~~principles, (ii)~~ the ~~type~~“Z-M ofProcess” named ~~audit~~for ~~opinion that might be rendered Madsen & Associates CPA’s, Inc~~Dr. orZuckerman ~~(iii) any other matter that was the subject of a disagreement between the Company~~ and ~~its~~his ~~former~~mentor: ~~auditor~~Alan asMolof, ~~described in Item 304(a)(1)(iv) of Regulation S- B~~Ph.D.

ITEM 9.01.		FINANCIAL STATEMENTS AND EXHIBITS.
(a)	Financial statements of business acquired:

Envirotech Corporation acquired the Z-M Process technology and it was sold to about a dozen communities and industries for achieving water quality sufficient for recycle. The Process generated about $75 million in equipment, service and royalties for Envirotech: In the US in the 1970’s.

Dr. Zuckerman converted a bench-top instrument, the Dorhman total organic carbon analyzer, from a laboratory to a continuous monitoring field instrument in use in approximately one thousand installations worldwide. He invented and prototyped a device for measurement of the pressure in the human eye based on balloon technology.

Dr. Zuckerman sold $100 million of computers to the Soviets, Electro Nord Technica with the export licensed by the US government: In the late 80’s.

Dr. Zuckerman invented a new form of hybrid sensor that is the standard for instruments measuring chlorine gas in air sold by Dart Industries, natural gas leak detection by Heath Consultants and helium gas detection for buried telephone cables by Mark Telephone Products.

Dr. Zuckerman productized a technology for buss-less connections of multiple computer processors for Poseidon Technology. The product was technically approved by AMD and sold $400 million.

Prior experience with FDA for approval of therapeutic devices:

Dr. Zuckerman developed a serum instrument based Immuno-flourescent assay for rapid and high volume analysis for HIV ½ and Hepatitis. This instrument was approved for use in Brazil and Argentina by agencies in these countries equivalent to the US FDA. Several units were put into service in these countries.

As a consultant to Xing Ling, Dr. Zuckerman coordinated activities with the FDA and obtained fast track approval of GBE 50. GBE 50 is a pharmaceutical in use in China for the improvement of circulatory problems. The China’s State Drug Administration issued an approval code number Z200000050 to the drug. In part, through his efforts, the FDA issued a directive accepting the data submitted to the Chinese agency that is equivalent to the FDA, and the FDA allowed the drug to move directly into clinical trials. The FDA confirmed that phase III data from China is acceptable for the NDA, and the FDA waved the traditional requirement of phase II before the start of phase III studies.

US Patents Pending in various stage of filing:

Enhanced Raman Effect Through Impingement and Solvent-Enhancement

Preservation of Narrow Nano-size Distribution of Particles

Semiconductive Nanoparticles Enhanced Surface Appearance

Method of Signal Processing to Improve Response Time and Signal to Noise Ratio for the Monitoring of Gases and Vapors

Methods, Compositions and Diagnostics for Classifying and Reducing Tumor Mass

Synthetic Ligand Characterization and Tagging Extra-cellular Receptors

Cancer Analysis by Trapping/Detection of Expressed Extra-Cellular Material

Diagnosis Tracer and Treatment for Brain Cancer

Analysis to Prescribe Patient Specific Recombinant Ligands and

Compound with Chemotherapy Drugs to Produce Pathotropic Cancer Drug

10. Lymphoma Detection and Characterization

11. Tracer and Multiple Tracers for Imaging Cancer SPECT Scans

Item 9.01 Financial Statements and Exhibits

a) Financial Statements

None

(b)	Exhibits
NUMBER		EXHIBIT
23.1		Letter from Webb & Company, PA

b) Exhibits

Exhibit No. Description

5.1 Resignation Letter of James R. Ray dated November 8, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~The ~~Registrant~~ registrant has duly caused this ~~Report~~report to be signed on its behalf by ~~the~~The undersigned hereunto duly authorized.

NANO CHEMICAL SYSTEMS HOLDINGS, INC.


	NANO CHEMICAL SYSTEMS HOLDINGS, INC.

Date: 11/13/2006	By:	/s/Mathew M. Zuckerman, Ph.D.
		Mathew M. Zuckerman, Ph.D.
		Title: Principal Executive Officer

By: /s/ Marc Mathys MARC MATHYS President, CEO Dated: May 13, 2005

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