U.S. Securities and Exchange Commission
                         Washington, DC 20549
                             Form 10-QSB/A
                            (Amendment No. 1)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended June 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ________ to ______________

                    Commission File number 0-26853

                  Third-Order Nanotechnologies, Inc.
----------------------------------------------------------------------
  (Exact name of small business issuer as specified in its charter)

                              Nevada
----------------------------------------------------------------------
   (State or other jurisdiction of incorporation or organization)

                            82-049-7368
----------------------------------------------------------------------
                  (IRS Employer Identification No.)

2601 Annand Dr., Suite #16, Wilmington, Delaware        19808
----------------------------------------------------------------------
               (Address of principal executive offices)

                          (302) 998-8824
----------------------------------------------------------------------
                     (Issuer's telephone number)

----------------------------------------------------------------------
       (Former name, former address, and former fiscal year,
                     if changed since last report)

       Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes [X]                          No [ ]

       Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

              Yes [ ]                          No [X]


                  APPLICABLE ONLY TO CORPORATE ISSUERS

	State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
September 13, 2007, there were approximately 31,622,535 shares of
common stock, $0.001 par value, issued and outstanding.

	Transitional Small Business Disclosure Format (check one):

              Yes [ ]                          No [X]

<PAGE>



                THIRD-ORDER NANOTECHNOLOGIES, INC.

                       Form 10-QSB/A Index
                        (Amendment No. 1)
                          June 30, 2007


                                                                      Page

Part I: Financial Information

  Item 1.       Financial Statements

                Balance Sheets ....................................    1

                Statements of Operations...........................    2

                Statements of Comprehensive Loss...................    3

                Statement of Stockholders' Equity..................    4

                Statements of Cash Flows...........................   5-6

                Notes to Financial Statements......................   7-11

  Item 2.       Management's Plan of Operation.....................    12

  Item 3.       Controls and Procedures............................    21

  Item 3A (T).  Controls and Procedures............................    21

Part II:        Other Information..................................    21

  Item 1.       Legal Proceedings..................................    21

  Item 2.       Unregistered Sales of Equity Securities
                and Use of Proceeds................................    22

  Item 3.       Defaults Upon Senior Securities....................    23

  Item 4.       Submission of Matters to a Vote of
                Security Holders ..................................    23

  Item 5.       Other Information..................................    23

  Item 6.       Exhibits ..........................................    23

Signatures.........................................................    24


<PAGE>


                            EXPLANATORY NOTE

    This Form 10-QSB/A for the quarter ended June 30, 2007 replaces
in its entirety the Form 10-QSB initially filed with the Securities
and Exchange Commission on August 14, 2007. Unless otherwise stated,
all information contained in this amendment is as of September 13,
2007, the filing date of this report. Currently-dated certifications
from our President and Treasurer have been included as exhibits to
this amendment.


                                PART I
                         FINANCIAL INFORMATION

Item 1.  Financial Statements


                    THIRD-ORDER NANOTECHNOLOGIES, INC.
                      (A Development Stage Company)
                             BALANCE SHEETS
<TABLE>
<CAPTION>

                                                         June 30, 2007   December 31, 2006
                                                           (Unaudited)       (Audited)
                                                         -------------   -----------------
                                                                            (Restated)
<S>                                                        <C>            <C>
                    ASSETS

 CURRENT ASSETS
  Cash and cash equivalents                                $   436,671    $       528
  Deferred charges                                              76,146        586,171
  Prepaid expenses                                               5,406          9,353
  Receivables                                                      100            100
                                                           -----------    -----------
                                                               518,323        596,152

 AVAILABLE FOR SALE SECURITIES
  Related party                                                 43,900         59,265
  Other                                                          1,472          2,535
                                                           -----------    -----------
                                                                45,372         61,800

 PROPERTY AND EQUIPMENT - NET                                   76,651         42,335

 OTHER ASSETS
  Deferred charges                                                   -         97,083
  Intangible assets                                            142,856         42,376
                                                           -----------    -----------
 TOTAL ASSETS                                              $   783,202    $   839,746
                                                           ===========    ===========


            LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
  Loan payable - current portion                           $     5,154    $     4,977
  Accounts payable                                             129,575        100,714
  Accounts payable - related party                                   -         65,339
  Accrued expenses                                              87,211         83,712
  Officer loans                                                  1,468          1,468
                                                           -----------    -----------
                                                               223,408        256,210

 CONTINGENCY                                                         -              -

 LOAN PAYABLE - NET OF CURRENT PORTION                           6,263          8,764
                                                           -----------    -----------

 TOTAL LIABILITIES                                             229,671        264,974
                                                           -----------    -----------
 STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value,
     1,000,000 authorized
  No shares issued or outstanding                                    -              -
  Common stock $0.001 par value, 50,000,000
    authorized 31,622,535 and 27,888,750
    issued and outstanding at June 30, 2007
    and December 31, 2006                                       31,623         27,889
  Additional paid-in-capital                                 8,455,612      5,966,430
  Deferred charges                                            (578,952)             -
  Unrealized loss on Available for Sale Securities             (42,428)       (26,000)
  Accumulated deficit                                          (15,827)       (15,827)
  Deficit accumulated during development stage              (7,296,497)    (5,377,720)
                                                           -----------    -----------

 TOTAL STOCKHOLDERS' EQUITY                                    553,531        574,772
                                                           -----------    -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   783,202    $   839,746
                                                           ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                   1
<PAGE>



                     THIRD-ORDER NANOTECHNOLOGIES, INC.
                        (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                      FOR THE THREE AND SIX MONTHS ENDING
                   JUNE 30, 2007 AND 2006 AND FOR THE PERIOD
                JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT STAGE)
                               TO JUNE 30, 2007
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                        Cumulative   For the Three  For the Three  For the Six    For the Six
                                          Since      Months Ending  Months Ending  Months Ending  Months Ending
                                        Inception    June 30, 2007  June 30, 2006  June 30, 2007  June 30, 2006
                                       -----------   ------------   -------------  -------------  -------------
<S>                                    <C>            <C>            <C>            <C>            <C>
NET SALES                              $         -    $         -    $         -    $         -    $         -

COST AND EXPENSE
Research and development                 3,102,630        459,318        363,105        845,206        613,040
General and administrative               4,239,574        717,515        462,963      1,071,806        851,121
                                       -----------    -----------    -----------    -----------    -----------
                                         7,342,204      1,176,833        826,068      1,917,012      1,464,161

LOSS FROM OPERATIONS                    (7,342,204)    (1,176,833)      (826,068)    (1,917,012)    (1,464,161)

OTHER INCOME (EXPENSE)
Interest income                              9,061          1,581              7          1,584            241
Dividend income                              1,527              -            126              -            126
Realized gain on investment                 63,187              -              -              -              -
Interest expense                           (28,068)        (1,341)        (1,408)        (3,349)        (2,134)
                                       -----------    -----------    -----------    -----------    -----------

NET LOSS                               $(7,296,497)   $(1,176,593)   $  (827,343)   $(1,918,777)   $(1,465,928)
                                       ===========    ===========    ===========    ===========    ===========
Basic and Diluted Loss per Share                      $     (0.04)   $     (0.03)   $     (0.06)   $     (0.06)
                                                      ===========    ===========    ===========    ===========
Basic and Diluted Weighted Average Number of Shares    31,149,313     26,841,028     29,988,039     26,623,667
                                                      ===========    ===========    ===========    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                  2
<PAGE>

                    THIRD-ORDER NANOTECHNOLOGIES, INC.
                      (A Development Stage Company)
                      STATEMENTS OF COMPREHENSIVE LOSS
       FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2007 AND 2006
      AND FOR THE PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT
                          STAGE) TO JUNE 30, 2007
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                       Cumulative    For the Three  For the Three  For the Six    For the Six
                                          Since      Months Ending  Months Ending  Months Ending  Months Ending
                                        Inception    June 30, 2007  June 30, 2006  June 30, 2007  June 30, 2006
                                       -----------   ------------   -------------  -------------  -------------
<S>                                    <C>            <C>            <C>            <C>            <C>
NET LOSS                               $(7,296,497)   $(1,176,593)   $  (827,343)   $(1,918,777)   $(1,465,928)

OTHER COMPREHENSIVE INCOME/(LOSS)
Unrealized gain/(loss) on Available
  for Sale Securities                      (42,428)       (22,457)         4,624        (16,428)         4,624
                                       -----------    -----------    -----------    -----------    -----------

COMPREHENSIVE LOSS                     $(7,338,925)   $(1,199,050)   $ (822,719)   $ (1,935,205)   $(1,461,304)
                                       ===========    ===========    ==========    ============    ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                   3
<PAGE>


                    THIRD-ORDER NANOTECHNOLOGIES, INC.
                      (A Development Stage Company)
                    STATEMENT OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT
                          STAGE) TO JUNE 30, 2007
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                 Deficit
                                                                                                Accumulated
                                                                                                  During    Unrealized
                        Number of   Common     Paid-in   Subscription  Deferred    Accumulated  Development   Loss on
                         Shares     Stock      Capital    Receivable   Charges      Deficit        Stage    Securities    Total
                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
<S>                    <C>         <C>       <C>         <C>          <C>          <C>          <C>         <C>        <C>
ENDING BALANCE AT
  DECEMBER 31, 2003           100   $     1  $        -  $          - $         -  $  (15,827)  $         - $        - $   (15,826)

Retroactive
recapitalization
upon reverse
acquisition               706,973       706        (706)            -           -           -             -          -           -
                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
BALANCE AT
 JANUARY 1, 2004          707,073       707        (706)            -           -     (15,827)            -          -     (15,826)

Common Stock issued
  to founders           13,292,927    13,293     (13,293)            -           -           -             -          -           -
Common stock issued
  for future services
  in July 2004 at
  $0.16/share            1,600,000    1,600     254,400             -           -            -            -          -     256,000
Common stock issued
  at merger              2,000,000    2,000      (2,000)            -           -            -            -          -           -
Common stock issued
  for future services
  in August 2004 at
  $0.12/share              637,500      638      74,362             -           -            -            -          -      75,000
Conversion of note
  payable in December
  2004 at $0.16/share      187,500      187      29,813             -           -            -            -          -      30,000
Net loss for the year
 ended December 31, 2004         -        -           -             -           -            -     (722,146)         -    (722,146)
                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
BALANCE AT
  DECEMBER 31, 2004    18,425,000    18,425     342,576             -           -     (15,827)     (722,146)         -    (376,972)

Common stock issued in
 private placement in
 April 2005 at
 $0.25/share            4,000,000     4,000     996,000             -           -            -            -          -   1,000,000
Conversion of notes
 payable in May 2005
 at $0.16/share         3,118,750     3,119     495,881             -           -            -            -          -     499,000
Subscription receivable         -         -           -        (6,500)          -            -            -          -      (6,500)
Common stock issued for
 future services in
 August 2005, valued
 at $2.79/share           210,000       210     585,290             -           -            -            -          -     585,500
Common stock issued
 for future services
 in August 2005,
 valued at $2.92/share    200,000       200     583,800             -           -            -            -          -     584,000
Warrants issued for
 services in May 2005,
 vested during 2005,
 valued at $1.13/share          -         -      37,000             -           -            -            -          -      37,000
Warrants issued for
 services in September
 2005, vested during
 2005, valued at
 $1.45/share                    -         -      24,200             -           -            -            -          -      24,200
Warrants issued for
 services in October
 2005, vested during
 2005, valued at
 $0.53/share                    -         -      15,900             -           -            -            -          -      15,900
Warrants issued for
 future services in
 December 2005, vested
 during 2005, valued
 at $1.45/share                 -         -     435,060             -           -            -            -          -     435,060
Deferred charges for
 common stock issued
 for future services
 in August 2005, valued
 at $2.92/share                 -         -           -             -    (584,000)           -            -          -    (584,000)
Amortization of
 deferred charges                                                         265,455                                          265,455
Exercise of warrants
 in December 2005 at
 $0.25/share              300,000       300      74,700             -           -            -            -          -      75,000
Net loss for the year
 ended December 31, 2005        -         -           -             -           -           -    (1,721,765)         -  (1,721,765)
                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
BALANCE AT
 DECEMBER 31, 2005     26,253,750    26,254   3,590,407        (6,500)   (318,545)    (15,827)   (2,443,911)         -     831,878

Common stock issued
 in private placement
 during 2006 at
 $0.50/share              850,000       850     424,150             -           -            -            -          -     425,000
Common stock issued
 for future services
 in February 2006,
 valued at $0.90/share    300,000       300     269,700             -           -            -            -          -     270,000
Common stock issued for
 future services in
 May 2006, valued at
 $1.55/share              400,000       400     619,600             -           -            -            -          -     620,000
Common stock issued for
 future services in
 June 2006, valued at
 $1.45/share               25,000        25      36,225             -           -            -            -          -      36,250
Common stock issued
 for future services
 in November 2006,
 valued at $0.49/share     60,000        60      29,340             -           -            -            -          -      29,400
Warrants issued for
 services in September
 2005, vested during
 2006, valued at
 $1.45/share                    -         -      66,500             -           -            -            -          -      66,500
Warrants issued for
 future services in
 June 2006, vested
 during 2006, valued
 at $1.55/share                 -         -     465,996             -           -            -            -          -     465,996
Options issued for
 services in February
 2006, vested during
 2006, valued at
 $1.01/share                    -         -     428,888             -           -            -            -          -     428,888
Contributed capital
 related to accrued
 interest                       -         -      35,624             -           -            -            -          -      35,624
Subscription receivable         -         -           -         6,500           -            -            -          -       6,500
Amortization of
 deferred charges               -         -           -             -     318,545            -            -          -     318,545
Unrealzed gain (loss)
 on securities                  -         -           -             -           -            -            -    (26,000)    (26,000)
Net loss for the year
 ended December 31, 2006        -         -           -             -           -            -   (2,933,809)         -  (2,933,809)

                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
BALANCE AT
 DECEMBER 31, 2006
 (AUDITED)(Restated)   27,888,750    27,889   5,966,430             -           -      (15,827)  (5,377,720)   (26,000)    574,772

Common stock issued
 in private placement
 during 2007 at
 $0.50/share            2,482,000     2,482   1,238,518             -           -            -            -          -   1,241,000
Common stock issued
 for future services
 in February 2007,
 valued at $0.70/share    151,785       152     106,098             -           -            -            -          -     106,250
Common stock issued for
 future services in
 March 2007, valued
 at $0.58/share         1,000,000     1,000     579,000             -           -            -            -          -     580,000
Common stock issued
 for services and
 settlement for
 accounts payable in
 April 2007, valued
 at $0.04/share           100,000       100      34,900             -           -            -            -          -      35,000
Warrants issued for
 services in September
 2005, vested through
 June 2007, valued at
 $1.45/share                    -         -      18,086             -           -            -            -          -      18,086
Warrants issued for
 services in March
 2007, vested through
 June 2007, valued
 at $0.69/share                 -         -      20,388             -           -            -            -          -      20,388
Warrants issued for
 services in April
 2007, vested through
 June 2007, valued
 at $0.69/share                 -         -      84,175             -           -            -            -          -      84,175
Warrants issued for
 services in April
 2007, vested through
 June 2007, valued
 at $0.63/share                 -         -      47,839             -           -            -            -          -      47,839
Warrants issued for
 services in May
 2007, vested through
 June 2007, valued
 at $0.56/share                 -         -      10,404             -           -            -            -          -      10,404
Options issued for
 services in February
 2006, vested through
 June 2007, valued at
 $1.01/share                    -         -      17,589             -           -            -            -          -      17,589
Options issued for
 services in February
 2006, vested through
 June 2007, valued at
 $1.09/share                    -         -      43,757             -           -            -            -          -      43,757
Warrants issued for
 future services in
 March 2007, vested
 during 2007, valued
 at $0.58/share                 -         -     288,428             -           -            -            -          -     288,428
Deferred charges for
 common stock issued
 for future services
 in March 2007, valued
 at $0.58/share                 -         -           -             -    (868,428)           -            -          -    (868,428)
Amortization of
 deferred charges               -         -           -             -     289,476            -            -          -     289,476
Unrealzed gain (loss)
 on securities                  -         -           -             -           -            -            -    (16,428)    (16,428)
Net loss for the six
 months ending
 June 30, 2007                  -         -           -             -           -            -   (1,918,777)         -  (1,918,777)
                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
BALANCE AT
 JUNE 30, 2007
 (UNAUDITED)           31,622,535  $ 31,623  $8,455,612  $          - $  (578,952) $  (15,827)  $(7,296,497)$  (42,428)$   553,531
                       ==========  ========  ==========  ============ ===========  ==========   =========== ========== ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                   4
<PAGE>


                      THIRD-ORDER NANOTECHNOLOGIES, INC.
                        (A Development Stage Company)
                            STATEMENTS OF CASH FLOW
               FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 AND
             FOR THE PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT
                           STAGE) TO JUNE 30, 2007
                         (UNAUDITED)
<TABLE>
<CAPTION>

                                                            Cumulative        For the Six       For the Six
                                                              Since          Months Ending      Months Ending
                                                            Inception        June 30, 2007       June 30, 2006
                                                           -------------      -------------     -------------
<S>                                                        <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                  $  (7,296,497)     $  (1,918,777)    $  (1,465,928)
 Adjustment to reconcile net loss to net cash
   used in operating activities
 Amortization of deferred charges                              3,345,786          1,002,834           400,936
 Warrants issued for services                                    324,492            180,892           507,150
 Stock options issued for services                               823,734             61,346           169,683
 Common stock issued for services                                  5,292              5,292                 -
 Depreciation                                                     36,996              8,220             6,081
 Realized gain on investments                                    (63,187)                 -              (126)
 (Increase) decrease in assets
  Receivables                                                     69,439                  -            75,000
  Prepaid expenses                                                (5,406)             3,947           (11,330)
 Increase (decrease) in liabilities
 Accounts payable                                                217,490             58,569            (7,491)
 Accounts payable - related party                                      -            (65,339)                -
 Accrued expenses                                                 21,697              3,499           (29,037)
                                                           -------------      -------------     -------------

  Net cash used in operating activities                       (2,520,164)          (659,517)         (355,062)
                                                           -------------      -------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Cost of intangibles                                           (142,856)          (100,480)             (680)
  Proceeds from sale of available for sale securities            175,387                  -                 -
  Purchase of available for sale securities                     (200,000)                 -                 -
  Purchase of equipment                                          (67,361)           (42,536)                -
                                                           -------------      -------------     -------------

  Net cash used in investing activities                         (234,830)          (143,016)             (680)
                                                           -------------      -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, private placement                  2,666,000          1,241,000           215,000
  Proceeds (Repayment) of notes payable                          (13,226)            (2,324)           33,068
  Proceeds from subscription receivable                            6,500                  -                 -
  Advances to stockholders                                        (3,435)                 -                 -
  Proceeds from convertible notes                                529,000                  -                 -
  Advances from officers                                           1,468                  -                 -
                                                           -------------      -------------     -------------

  Net cash provided by financing activities                    3,186,307          1,238,676           248,068
                                                           -------------      -------------     -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                        431,313            436,143          (107,674)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                    5,358                528           150,027
                                                           -------------      -------------     -------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                  $     436,671      $     436,671     $      42,353
                                                           =============      =============     =============
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                  5
<PAGE>

                     THIRD-ORDER NANOTECHNOLOGIES, INC.
                       (A Development Stage Company)
                         STATEMENTS OF CASH FLOW
              FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 AND
            FOR THE PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT
                         STAGE) TO JUNE 30, 2007
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                                            Cumulative         For the Six       For the Six
                                                              Since           Months Ending     Months Ending
                                                            Inception         June 30, 2007     June 30, 2006
                                                           -------------      -------------     -------------
<S>                                                        <C>                <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:
   Interest                                                $      15,459      $       3,349    $        2,134
                                                           =============      =============    ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES

Common stock issued in exchange for deferred charges       $   3,142,400      $     686,250    $      926,250
  `
Warrants issued in exchange for deferred charges           $   1,189,484      $     288,428    $            -

Common stock issued as settlement for accounts payable     $      29,708      $      29,708    $            -

Increase/(Decrease) in fair value of investment securities $     (42,428)     $     (16,428)   $            -

Accrued interest contributed as capital                    $      35,624      $           -    $            -

Common stock issued in the conversion of notes payable     $     529,000      $           -    $            -

Acquisition of automobile through loan payable             $      24,643      $           -    $            -

Common stock issued upon exercise of a warrant
    in exchange for receivable                             $      75,000     $            -    $            -
</TABLE>


The accompanying notes are an integral part of these financial statements.

                              6
<PAGE>


             THIRD-ORDER NANOTECHNOLOGIES, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2007 AND 2006
                         (UNAUDITED)

NOTE 1- FINANCIAL STATEMENTS

The accompanying unaudited financials statements have been
prepared by Third-Order Nanotechnologies, Inc. (the
Company).  These statements include all adjustments
(consisting only of its normal recurring adjustments) which
management believes necessary for a fair presentation of the
statements and have been prepared on a consistent basis
using the accounting polices described in the Summary of
Accounting Policies included in the 2006 Annual Report.
Certain financial information and footnote disclosures
normally indicated in financial statements prepared in
accordance with accounting principals generally accepted in
the United States have been condensed or omitted pursuant to
those rules and regulations, although the Company firmly
believes that the accompanying disclosures are adequate to
make the information presented not misleading.  The Notes to
Financial Statements included in the 2006 Annual Report
should be read in conjunction with the accompanying interim
financial statements.  The interim operating results for the
three and six months ended June 30, 2007 may not be
indicative of operating results expected for the full year.

Loss per Share
--------------
The company follows SFAS 128, "Earnings per Share",
resulting in the presentation of basic and diluted loss per
share.  The basic loss per share calculations includes the
change in capital structure for all periods presented.
Since the Company does not have any outstanding stock
equivalents, the amounts reported for basic and dilutive
loss per share were the same.

Recently Issued Accounting Pronouncements
-----------------------------------------
In June 2006, the Financial Accounting Standards Board
("FASB") issued Interpretation No. 48 ("FIN 48"), Accounting
for Uncertainty in Income Taxes.  FIN 48 prescribes detailed
guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions
recognized in an enterprise's financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes.  Tax positions must meet a more-likely-than-
not recognition threshold at the effective date to be
recognized upon the adoption of FIN 48 and in subsequent
periods.  FIN 48 will be effective for fiscal years
beginning after December 31, 20006 and will become effective
for us beginning with the first quarter of 2007, and the
provisions of FIN 48 will be applied to all tax positions
under Statement No. 109 upon initial adoption.  The
cumulative effect of applying the provisions of this
interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year.
The Company adopted FIN 48 effective January 1, 2007.  The
adoption of FIN 48 did not require an adjustment to the
opening balance of retained earnings as of January 1, 2007.

In  September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  ("SFAS No. 157"). SFAS No. 157  establishes  a
framework  for measuring fair value and expands  disclosures
about  fair  value  measurements.  The  changes  to  current
practice  resulting from the application  of  SFAS  No.  157
relate to the definition of fair value, the methods used  to
measure  fair value and the expanded disclosures about  fair
value  measurement.  SFAS No. 157 is  effective  for  fiscal
years  after  November 15, 2007 and interim  periods  within
those  fiscal years. The Company does not believe  that  the
adoption  of the provisions of SFAS No. 157 will  materially
impact its financial position or results of operations.


                            7
<PAGE>


             THIRD-ORDER NANOTECHNOLOGIES, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2007 AND 2006
                         (UNAUDITED)


NOTE 1- FINANCIAL STATEMENTS (CONTINUED)

Recently Issued Accounting Pronouncements (Continued)
In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities
("SFAS No. 159"). SFAS No. 159 permits entities to choose to
measure many financial instruments and certain other items
at fair value that are not currently required to be measured
at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to
apply complex hedge accounting provisions. SFAS No. 159 also
establishes presentation and disclosure requirements
designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of
assets and liabilities. SFAS No. 159 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007 and will become effective for the Company
beginning with the first quarter of 2008. The Company has
not yet determined the impact of the adoption of SFAS
No. 159 on its financial statements and footnote
disclosures.


NOTE 2 - GOING CONCERN

The  accompanying  financial statements have been prepared
assuming the Company will continue as a going concern. The
Company has incurred  significant losses and experienced
negative  cash flow  during the development stage.  These
conditions raise  substantial  doubt  about the Company's
ability to  continue  as  a going concern.  The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.

The  Company is in the development stage at June  30, 2007.
Currently, management is raising $600,000 to  maintain  the
Company's  operations  through March  2008.  The Company's
development  is proceeding on schedule and management hopes
to  demonstrate  a  prototype by December 2007.  Successful
completion of the Company's prototype will lead to adequate
financing to fulfill its development activities and  achieve
a  level  of revenue adequate to support the Company's cost
structure for the following three years.  Management is in
the  process of developing a business plan that it  believes
will  be  attractive  enough  to  investors to raise the
necessary capital.  However, there can be no assurances that
the  Company will be able to secure the necessary  financing
and/or equity investment or achieve an adequate sales level.

NOTE 3 - INTANGIBLE ASSETS

This represents legal fees associated with the registration
of patents.  The Company has not recorded any amortization
expenses since the patents have yet to be declared
effective.  Once issued, the cost of the patents will be
amortized over their legal lives, which is generally 20
years.


                            8
<PAGE>


             THIRD-ORDER NANOTECHNOLOGIES, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2007 AND 2006
                         (UNAUDITED)

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock and Warrants
-------------------------
Through  June 30, 2007, the Company issued 2,482,000 shares
of common stock for proceeds of $1,241,000.

During  February 2007, the Company issued 151,785 shares of
common  stock  for  investor relations  services valued at
$106,250,  fair  value,  which was recorded  as a deferred
charge and amortized over one year, the term of the services
contract.

During February 2007, the Company terminated its CEO.  The
48,000 options that were recorded as deferred charges of
$42,730  were not vested and were forfeited and the  452,000
vested options expired.

During March 2007, the Company issued 1,000,000 shares of
common  stock for management consulting services  valued at
$580,000, fair value.  During April 2007, the Company issued
500,000 warrants as an addendum to the original contract for
management  consulting services valued  at  $288,428,  fair
value.  This  contract was recorded as a contra-equity
deferred charges account and is amortized over one year, the
term  of the  contract.  The balance at June 30,  2007 was
$578,952.  During the six months ended June 30,  2007, the
Company  amortized  $303,486  of   deferred charges   in
conjunction with the management contract.

During  April  2007, the Company issued  100,000 shares of
common stock for  legal services valued at  $35,000, fair
value, to settle $29,708 of accounts payable and as payment
for $5,292 of legal services incurred in April 2007.

During the six months ended June 30, 2007,  the Company
granted  1,150,000  warrants  to  consultants valued  at
$751,871, fair value, with expense being recognized monthly
over the terms of the contracts.

During  the  six months ended June 30, 2007  and  2006, the
Company  recognized  consulting  expense of $242,238 and
$644,000  for  warrants  and options issued for consulting
services.

NOTE 5 - STOCK BASED COMPENSATION

On  January  1, 2006, the Company adopted SFAS 123(R) using
the  modified  prospective method as  permitted  under SFAS
123(R).   Under this transition method,  compensation  cost
recognized in  the first  quarter of 2006  includes
compensation cost for all share-based payments granted prior
to  but not yet vested as of December 31, 2005, based on the
grant-date fair  value  estimated in  accordance with the
provisions of  SFAS 123.  In accordance with  the  modified
prospective  method  of adoption, the Company's results of
operations and financial position for prior periods have not
been restated.

The Company uses the Black-Scholes option pricing model to
calculate the grant-date fair value of an award, with the
following assumptions:  no dividend yield, expected
volatility of 186%, risk-free interest rate between 3.8% and
5.1% and expected option life of ten years.

During the six months ended June 30, 2007, the Company's net
income was approximately $61,346 lower as a result of stock-
based compensation expense as a result of the  adoption of
SFAS 123(R).  As of June 30, 2007, there was approximately
$117,269 of unrecognized compensation expense related to non-
vested  market-based share awards that is expected to be
recognized through February 2009.


                            9
<PAGE>


             THIRD-ORDER NANOTECHNOLOGIES, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2007 AND 2006
                         (UNAUDITED)


NOTE 5 - STOCK BASED COMPENSATION (CONTINUED)

The  following tables summarize all stock option and warrant
activity of the Company since December 31, 2006:

<TABLE>
<CAPTION>
                                         Stock Options and Warrants
                                -------------------------------------------
                                                           Weighted Average
                                  Number         Exercise       Exercise
                                of Shares          Price        Price
                                -------------------------------------------
<S>                             <C>            <C>             <C>
Outstanding, December 31, 2006   1,050,000     $0.25 - $2.00   $     0.83
                                -------------------------------------------
Forfeited                          (56,000)    $        1.00   $     1.00
Expired                           (444,000)    $        1.00   $     1.00
Issued                           1,650,000     $        0.25   $     0.25
                                -------------------------------------------

Outstanding, June 30, 2007       2,200,000     $0.25 - $2.00   $     0.36
                                -------------------------------------------

Exercisable, June 30, 2007       1,761,000     $0.25 - $2.00   $     0.40
                                -------------------------------------------
</TABLE>

NOTE 6 - INCOME TAXES

There  is no income tax benefit for the losses for  the  six
months  ended  June 30, 2007 and 2006 since  management  has
determined  that  the realization of the  net  deferred  tax
asset  is  not assured and has created a valuation allowance
for the entire amount of such benefits.


NOTE 7 - SUBSEQUENT EVENTS

Ronald R. Genova Lawsuit
------------------------
During July 2007, Ronald R. Genova filed a lawsuit in
Philadelphia County, Court of Common Pleas.  Ronald R.
Genova is the Plaintiff. Third-Order Nanotechnologies, Inc.,
PSI-TEC Holdings, Inc. and Universal Capital Management are
each a Defendant.

Ronald R. Genova ("Genova") served as a consultant and then
as the interim chief executive officer of our Company, Third-
Order  Nanotechnologies, Inc. The Company terminated Genova
effective February 28, 2007. On March 26, 2007 the Company
paid Genova  $9,806, which the Company determined was the
full amount the Company owed Genova. Genova sued, claiming
he  was owed  an  additional $84,650.38 plus  interest for
unpaid consulting  fees  in the  amount  of  $32,515.68, a
performance bonus in the amount of $50,000, and  an  expense
reimbursement in the amount of $2,134.70. Pursuant to the
complaint, Genova is alleging breach of contract, fraud and
promissory  estoppel in an amount in excess of $180,000, in
addition to the right to exercise his options, that  expired
on May 30, 2007, until February 13, 2016 or a judgment in an
additional  amount  equal  to the  monetary  value  of  such
options plus punitive damages, interest and costs.



                            10
<PAGE>


             THIRD-ORDER NANOTECHNOLOGIES, INC.
                (A Development Stage Company)
                NOTES TO FINANCIAL STATEMENTS
                   JUNE 30, 2007 AND 2006
                         (UNAUDITED)


NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)

Ronald R. Genova Lawsuit (Continued)
------------------------
The case is in the early stages, and none of the defendants
have answered the complaint and no discovery has commenced.
The Company intends  to  vigorously contest the matter.
Although  the facts ascertained to date indicate a favorable
outcome  is a likely result, it is too early in the process
to  provide  a  detailed evaluation  of the likelihood of
success. It is also too early to provide an estimate of the
amount or range of potential loss.

ThinkBig Marketing Group LLC Lawsuit
------------------------------------
During  July 2007, ThinkBig Marketing Group, LLC, a former
vendor of the Company, filed a lawsuit in the Superior Court
of California, Orange County.

The case is in the early stages, and none of the defendants
have answered the complaint and no discovery has commenced.
The Company intends  to  vigorously  contest  the  matter.
Although the facts ascertained to date indicate a favorable
outcome is a likely result, it is too early in the  process
to  provide a detailed evaluation  of  the  likelihood of
success.    The  outstanding balance owed to the  vendor of
$15,203 is reflected in the Company's accounts payable as of
6/30/07.





                            11
<PAGE>



Item 2.  Management's Plan of Operation.

Plan of Operation
-----------------

       The following discussion "Management's Plan of Operation"
contains forward-looking statements. The words "anticipate,"
"believe," "expect," "plan," "intend," "estimate," "project," "will,"
"could," "may" and similar expressions are intended to identify
forward-looking statements. Such statements reflect our current views
with respect to future events and financial performance and involve
risks and uncertainties. Should one or more risks or uncertainties
occur, or should underlying assumptions prove incorrect, actual
results may vary materially and adversely from those anticipated,
believed, expected, planned, intended, estimated, projected or
otherwise indicated. We caution you not to place undue reliance on
these forward-looking statements, which we have made as of the date of
this Amended Quarterly Report on Form 10-QSB.

	The following plan of operation provides information that
management believes is relevant to an assessment and understanding of
our plans and financial condition. The following selected financial
information is derived from our historical financial statements and
should be read in conjunction with such financial statements and notes
thereto set forth elsewhere herein and the "Forward-Looking
Statements" explanation included herein.

Overview
--------

	Third-Order Nanotechnologies, Inc., formerly, PSI-TEC Holdings,
Inc., formerly Eastern Idaho Internet Service, Inc. was organized
under the laws of the State of Nevada in 1997, where we engaged in the
business of marketing Internet services until June 30, 1998 when our
operations were discontinued.  We were then inactive until we acquired
PSI-TEC Corporation as our wholly owned subsidiary on July 14, 2004,
at which time our name was changed to PSI-TEC Holdings, Inc.  On
October 20, 2006, we completed a parent-subsidiary merger with PSI-TEC
Corporation whereby we were the surviving corporation of the merger,
and our name was changed to Third-Order Nanotechnologies, Inc.


	We are a developmental stage company that has developed and
continues to develop high-activity, high-stability electro-optic
polymers (plastics) that we believe could have a broad range of
applications in the electro-optic device market. We engineer our
proprietary electro-optic plastics at the molecular level for superior
performance, stability, cost-efficiency and ease of processability.
We expect our electro-optic plastics to broadly replace more
expensive, lower-performance materials that are currently used in
fiber-optic ground, wireless and satellite communication networks.


                                 12
<PAGE>

	In order to transmit digital information at extremely high-speeds
(wide bandwidth) over the Internet, it is necessary to convert the
electrical signals produced by a computer into optical signals for
transmission over long-distance fiber-optic cable.  The actual
conversion of electricity to an optical signal may be performed by a
molecularly-engineered material known as an electro-optic plastic.

	We are currently developing electro-optic plastics that promise
performance many times faster than any technology currently available
and that have unprecedented thermal stability. High-performance
electro-optic materials produced by our Company have demonstrated
stability as high as 350 degrees Celsius.  Stability above 300 degrees
Celsius is necessary for vertical integration into many semi-conductor
production lines. Recent results, independently confirmed by the
University of Arizona, have demonstrated that the molecular
performance of some of our Company's molecular designs perform 650%
better than competitive electro-optic compounds.

	Our revenue model relies substantially on the assumption that we
will be able to successfully develop electro-optic products for
applications within the industries described below. When appropriate,
we intend to create specific materials for each of these applications
and use our proprietary knowledge base to continue to enhance its
discoveries.

     *  Satellite Reconnaissance
     *  Navigational Systems
     *  Radar Applications
     *  Telecommunications
     *  Backplane Optical Interconnects
     *  Entertainment
     *  Medical Applications

To be successful, we must, among other things:

     *	Develop and maintain collaborative relationships with
        strategic partners;
     *	Continue to expand our research and development efforts for
        our products;
     *	Develop and continue to improve on our manufacturing
        processes and maintain stringent quality controls;
     *	Produce commercial quantities of our products at
        commercially acceptable prices;
     *	Rapidly respond to technological advancements;
     *	Attract, retain and motivate qualified personnel; and
     *	Obtain and retain effective intellectual property
        protection for our products and technology.

	We believe that Moore's Law (a principle which states the number
of transistors on a silicon chip doubles approximately every eighteen
months) will create markets for our high-performance electro-optic
material products.


                                 13
<PAGE>

Plan of Operation
-----------------

	Since our inception, we have been engaged primarily in the
research and development of our polymer materials technologies and
potential products. We are devoting significant resources to engineer
next-generation electro-optic plastics for future applications to be
utilized by electro-optic device manufacturers, such as
telecommunications component and systems manufacturers, networking and
switching suppliers, semiconductor companies, aerospace companies and
government agencies. We expect to continue to develop products that we
intend to introduce to these rapidly changing markets and to seek to
identify new markets. We expect to continue to make significant
operating and capital expenditures for research and development
activities.

	As we move from a development stage company to a product vendor,
we expect that our financial condition and results of operations will
undergo substantial change. In particular, we expect to record both
revenue and expense from product sales, to incur increased costs for
sales and marketing and to increase general and administrative
expense. Accordingly, the financial condition and results of
operations reflected in our historical financial statements are not
expected to be indicative of our future financial condition and
results of operations.

	We expect to have a proof of concept of an electro-optic
modulator in the first quarter of 2008, and we intend to utilize the
services of Dr. Robert Norwood at the University of Arizona Photonics
Department to perform these tests, as we have in the past.  We may
incur delays in this process due to slower than expected material
production within our laboratories and/or delays caused by the testing
procedures at the University of Arizona.  Should these tests produce a
functional 10 Gb/s or greater modulator we expect to go forward with
product marketing and development in the telecommunication market with
partners in the telecommunication field. We cannot anticipate the
details of the customer adoption cycle until we have produced a
function prototype to create a credible technology offering.

	On August 8, 2006, we contracted with Triple Play Communications
Corporation, a design and market consulting company, to deliver a
comprehensive market opportunity assessment report for high speed 40G
(commercial) & 100G+ (military/aerospace) modulators and system
applications.

	In August, 2006 we entered into a co-location agreement with
InPlane Photonics, a New Jersey-based micro-optics company that
allowed our scientists to establish a pre-production line in order to
test and integrate our organic materials into waveguide devices and
system prototypes as a first step toward product commercialization.
This agreement was terminated at the end of January 2007 so that we
could focus on pursuing a strategic relationship with Photon-X LLC, a
Pennsylvania-based firm with extensive experience in polymer waveguide
processing. We entered into a non-binding memorandum of understanding
with Photon-X, LLC in December 2006 to work towards creating a "fee
for services" agreement with Photon-X, LLC to design, develop, produce
and market electro-optic components based upon our polymer technology.
Such an agreement with Photon-X would afford our Company access to a
full suite of fabrication facilities capable of producing commercial
quantities of precision micro-optic devices such as high-speed (40GHz)
telecom modulators, optical filters, and optical interconnects
important to military and civilian global information movement and
management markets.


                                 14
<PAGE>

	On September 25, 2006 we obtained independent laboratory results
that confirmed the thermal stability of our Perkinamine electro-optic
materials. Thermal stability as high as 350 degrees Celsius was
confirmed, significantly exceeding many other commercially available
high performance electro-optic materials, such as CLD-1 which exhibits
thermal degradation in the range of 250 degrees Celsius to 275 degrees
Celsius. This high temperature stability of our materials eliminates a
major obstacle to vertical integration of electro-optic polymers into
standard microelectronic manufacturing processes (e.g. wave/vapor-
phase soldering) where thermal stability of at least 300 degrees
Celsius is required. In independent laboratory tests, ten-percent
material degradation, a common evaluation of overall thermal
stability, did not occur until our Perkinamine material base was
exposed to temperatures as high as 350 degrees Celsius, as determined
by Thermo-Gravimetric Analysis (TGA). The test results supported our
Company's progress to introduce our materials into commercial
applications such as optical interconnections, high-speed telecom and
datacom modulators, and military/aerospace components.

	We ultimately intend to use our next-generation electro-optic
plastics for future applications vital to the following industries. We
expect to create specific materials for each of these applications as
appropriate:

     *  Satellite Reconnaissance
     *  Navigational Systems
     *  Radar Applications
     *  Telecommunications
     *  Backplane Optical Interconnects
     *  Entertainment
     *  Medical Applications

	In an effort to maximize our future revenue stream from our
electro-optic polymer products, we are currently evaluating each of or
some combination of the following approaches:

     *	Licensing our technology for individual specific
        applications;
     *	Entering into collaborative or joint venture agreements
        with one or a number of partners; or
     *	Selling our products directly to commercial customers.

	Additionally, we must create an infrastructure, including
operational and financial systems, and related internal controls, and
recruit qualified personnel. Failure to do so could adversely affect
our ability to support our operations.

	We have incurred substantial net losses since inception. We have
satisfied our capital requirements since inception primarily through
the issuance and sale of common stock. During 2004 we raised
approximately $529,000 from the issuance of convertible promissory
notes, of which $30,000 was converted into common stock of the company
during 2004 and the remaining $499,000 converted in 2005. Also, during
2005, we raised an aggregate of $1,000,000 from the private sale of
our common stock. During 2006, we raised approximately $425,000 from
the private sale of our common stock, and from January 1, 2007 to
date, we raised $1,241,000 from the private sale of our common stock.



                                 15
<PAGE>

Recent Developments
-------------------

Award
-----

	On September 26, 2006, we were awarded the 2006 Electro-Optic
Materials Technology Innovation of the Year Award by Frost & Sullivan.
Frost & Sullivan's Technology Innovation of the Year Award is bestowed
upon candidates whose original research has resulted in innovations
that have, or are expected to bring, significant contributions to
multiple industries in terms of adoption, change, and competitive
posture. This award recognizes the quality and depth of our Company's
research and development program as well as the vision and risk-taking
that enabled us to undertake such an endeavor.

Stock Issuances
---------------

	On April 25, 2007, our Company's board of directors authorized
our Company to raise up to $1,000,000 of capital by selling its equity
securities and warrants to purchase its equity securities pursuant to
a private offering. To date, this private offering has raised an
aggregate of $667,000. Pursuant to the terms of this private offering,
up to 20 units were offered at the offering price of $50,000 per unit,
with each unit comprised of 100,000 shares of common stock, and a
warrant to purchase 50,000 shares of common stock at $0.50 per share.
The warrants are exercisable at any time for a period of two years
commencing on the date our Company accepted the purchaser's
subscription pursuant to this offering.

	On June 15, 2006, our Company's board of directors authorized our
Company to raise up to $1,500,000 of capital by selling its equity
securities and warrants to purchase its equity securities pursuant to
a private offering. On December 11, 2006, our Company's board of
directors authorized our Company to amend its this private offering to
authorize our Company to raise up to $1,000,000 of capital by selling
its equity securities and warrants to purchase its equity securities
pursuant to an amended private offering. The amended private offering
raised an aggregate of $999,000, $425,000 during 2006 and $574,000
during the first quarter of 2007, and was closed in March 2007.

	Pursuant to the terms of the amended offering, up to 20 units
were offered at the offering price of $50,000 per unit, with each unit
comprised of 100,000 shares of common stock, and a warrant to purchase
50,000 shares of common stock at $0.50 per share. The warrants are
exercisable at any time for a period of two years commencing on the
date our Company accepted the purchaser's subscription pursuant to the
amended offering.

        In connection with both of the above-described offerings, we and
our investors entered into a registration rights agreement pursuant to
which we agreed that if within 12 months after the closing of the
respective offering our Company files a Form SB-2 registration
statement (or such other form that it is eligible to use) with the
Securities and Exchange Commission to register some or all of our
outstanding shares of common stock for resale and distribution, that
subject to certain limitations, upon their request, we would include
all of the shares of common stock offered and sold to our investors
pursuant to the above-described offerings. Our Company is not subject
to any cash or other penalty in the event we do not file a Form SB-2
registration statement (or such other form that we are eligible to
use) with the Securities and Exchange Commission to register the
shares of common stock offered and sold to our investors pursuant to
the above-described offerings.

	On February 8, 2007, our Company authorized the issuance of
151,785 shares of our Company's common stock, $0.001 par value, to a
stock analyst firm for stock analyst services.


                                 16
<PAGE>

	On February 28, 2007, our Company authorized the issuance of
1,000,000 shares of our Company's common stock, $0.001 par value, to
our management firm for management services.

	On April 17, 2007, our Company authorized the issuance of 100,000
shares of our Company's common stock, $0.001 par value, to our legal
counsel in exchange for legal services.

Results of Operations

Comparison of Six Months Ended June 30, 2007 to Six Months Ended June
30, 2006

Revenues
--------

	We had no revenues during the six months ended June 30, 2007 or
2006 since we are a development stage company that has yet to commence
revenue creating operations.

Operating Expenses
------------------

	Our operating expenses were $1,917,012 and $1,464,161 for the six
months ended June 30, 2007 and 2006, respectively, for an increase of
$452,851. This increase in operating expenses was due primarily to our
hiring additional personnel, significantly increasing our research and
development activities and legal, accounting and other costs
associated with preparing to become a public company.

	Included in our operating expenses for the six months ended June
30, 2007 was $845,206 for research and development expenses compared
to $613,040 for that same period in 2006; and $1,071,806 for general
and administrative expenses for the six months ended June 30, 2007
compared to $851,121 for that same period in 2006.

	Research and development expenses currently consist primarily of
compensation for employees and contractors engaged in internal
research and product development activities; laboratory operations,
outsourced development and processing work; fees and expenses related
to patent applications and intellectual property protection; costs
incurred in acquiring and maintaining licenses; and related operating
expenses.

	We expect to continue to incur substantial research and
development expense to develop commercial products that utilize our
electro-optic plastics. These expenses could increase as a result of
continued development and commercialization of our electro-optic
materials technology; subcontracting work to potential development
partners; expanding and equipping in-house laboratories; hiring
additional technical and support personnel; pursuing other potential
business opportunities; and incurring related operating expenses.

	General and administrative expense consists primarily of
compensation and support costs for management and administrative
staff, and for other general and administrative costs, including
executive, investor relations, accounting and finance, legal,
consulting and other operating expenses, including laboratory space
rental costs.

	We expect general and administrative expense to increase in
future periods as we increase the level of corporate and
administrative activity, including increases associated with our
operation as a public company; and significantly increase expenditures
related to the future production and sales of our products.


                                 17
<PAGE>

Other Income (Expense)
----------------------

	Other expense was $1,765 for the six months ended June 30, 2007,
consisting of $1,584 of interest income on cash deposits and short
term investments and $3,349 of interest expense compared to other
expense of $1,767 for the six months ended June 30, 2006, consisting
of $241 of interest income on cash deposits and short term
investments, $126 of dividend income on short term investments and
$2,134 of interest expense.

Net Loss
--------

	Net loss was $1,918,777 and $1,465,298 for the six months ended
June 30, 2007 and 2006, respectively, for an increase of $453,479,
primarily resulting from research and development and general and
administrative expenses incurred as described above.

Critical Accounting Policies
----------------------------

	The Company's accounting policies are more fully described in the
Notes to Financial Statements. As disclosed in Note 1 of Notes to
Financial Statements, the preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions about
future events that affect the amounts reported in the financial
statements and accompanying notes. Future events and their effects
cannot be determined with absolute certainty. Therefore, the
determination of estimates requires the exercise of judgment. Actual
results inevitably will differ from those estimates, and such
differences may be material to the financial statements. The Company
believes that, of its significant accounting policies, the following
may involve a higher degree of judgment, estimation, or complexity
than other accounting policies.

Merger
------

	On July 14, 2004, the Company acquired PSI-TEC Corporation.
Under the terms of the merger agreement, the stockholders of PSI-TEC
Corporation received 15,600,000 shares of common stock in exchange for
its 2,206,280 shares.  Following the merger, the Company changed its
name to PSI-TEC Holdings, Inc.  Under accounting principles generally
accepted in the United States, the share exchange is considered to be
a capital transaction in substance rather than a business combination.
That is, the share exchange is equivalent to the issuance of stock by
PSI-TEC Holdings, Inc. for the net monetary assets of PSI-TEC
Corporation, accompanied by a recapitalization, and is accounted for
as a change of capital structure. Accordingly, the accounting for the
share exchange will be identical to that resulting from a reverse
acquisition, except no goodwill will be recorded.  Under reverse
takeover accounting, the post-reverse acquisition comparative
historical financial statements of the legal acquirer, PSI-TEC
Holdings, Inc., are those of the legal acquiree, PSI-TEC Corporation,
which is considered to be the accounting acquirer.  On October 20,
2006, PSI-TEC Holdings, Inc. and PSI-TEC Corporation merged and
changed its name to Third-Order Nanotechnologies, Inc.

Stock Based Compensation
------------------------

	In December 2004, the Financial Accounting Standards Board
("FASB") issued SFAS 123 (revised 2004), Share-Based Payment ("SFAS
123R").  SFAS 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash


                                 18
<PAGE>


Flows.  Generally, the approach in SFAS 123(R) is similar to the
approach described in SFAS 123.  However, SFAS 123(R) requires share-
based payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their fair
values at the date of grant.  Pro forma disclosure is no longer an
alternative.

	On January 1, 2006, the Company adopted SFAS 123(R) using the
modified prospective method as permitted under SFAS 123(R).  Under
this transition method, compensation cost recognized in the first
quarter of 2006 includes compensation cost for all share-based
payments granted prior to but not yet vested as of December 30, 2005,
based on the grant-date fair value estimated in accordance with the
provisions of SFAS 123.  In accordance with the modified prospective
method of adoption, the Company's results of operations and financial
position for prior periods have not been restated.

	The Company uses the Black-Scholes option pricing model to
calculate the grant-date fair value of an award.

Liquidity and Capital Resources
-------------------------------

	During the six months ended June 30, 2007, net cash used in
operating activities was $659,517 and net cash used in investing
activities was $143,016, which was due primarily to the Company
applying for patents and the purchase of equipment. Net cash provided
by financing activities for the six months ended June 30, 2007 was
$1,238,676.  At June 30, 2007, our cash and cash equivalents totaled
$436,671, our assets totaled $783,202, our liabilities totaled
$229,671, and we had stockholders' equity of $553,531.

	During the six months ended June 30, 2006, net cash used in
operating activities was $355,062, net cash used by investing
activities was $680 and net cash provided by financing activities was
$248,068. At June 30, 2006, our cash and cash equivalents totaled
$42,353, our assets totaled $1,630,975, our liabilities totaled
$123,772 and we had stockholders' equity of $1,507,203.

Sources and Uses of Cash
------------------------

	Our future expenditures and capital requirements will depend on
numerous factors, including: the progress of our research and
development efforts; the rate at which we can, directly or through
arrangements with original equipment manufacturers, introduce and sell
products incorporating our plastic materials technology; the costs of
filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights; market acceptance of our products
and competing technological developments; and our ability to establish
cooperative development, joint venture and licensing arrangements. We
expect that we will incur in excess of $1 million of expenditures over
the next 12 months. Our cash requirements are expected to increase at
a rate consistent with revenue growth as we expand our activities and
operations with the objective of commercializing our electro-optic
plastic technology during 2008.

	Our business does not presently generate the cash needed to
finance our current and anticipated operations. We believe we have
raised sufficient capital to finance our operations for the next three
(3) months, however, we will need to obtain additional future
financing during the latter part of 2007 to finance our operations
until such time that we can conduct profitable revenue-generating
activities. Such future sources of financing may include cash from


                                 19
<PAGE>

equity offerings, exercise of warrants and stock options and proceeds
from debt instruments; but we cannot assure you that such equity or
borrowings will be available or, if available, will be at rates or
prices acceptable to us.  If adequate funds are not available to
satisfy either short-term or long-term capital requirements, or if
planned revenues are not generated, we may be required to
substantially limit our operations. This limitation of operations may
include reductions in capital expenditures and reductions in staff and
discretionary costs.

	We expect that our cash used in operations will increase during
2007 and beyond as a result of the following planned activities:

      *	The addition of management, sales, marketing, technical and
        other staff to our workforce;
      *	Increased spending for the expansion of our research and
        development efforts, including purchases of additional
        laboratory and production equipment;
      *	Increased spending in marketing as our products are
        introduced into the marketplace;
      *	Developing and maintaining collaborative relationships with
        strategic partners;
      *	Developing and improving our manufacturing processes and
        quality controls; and
      *	Increases in our general and administrative activities
        related to our operations as a reporting public company and
        related corporate compliance requirements.

Analysis of Cash Flows
----------------------

For the six moths ended June 30, 2007
-------------------------------------

	Net cash used in operating activities was $659,517 for the six
months ended June 30, 2007, consisting of payments for management,
legal, professional and consulting expenses, rent and other
expenditures necessary to develop our business infrastructure, offset
by $1,002,834 in deferred charges, $180,892 in warrants issued for
services, $61,346 in options issued for services, $3,947 in prepaid
expenses, $5,292 in stock issued for services and $3,499 in accrued
expenses.

	Net cash used by investing activities was $143,016 for the six
months ended June 30, 2007, consisting of $100,480 for intangibles, as
well as the purchase of equipment for $42,536.

	Net cash provided by financing activities was $1,238,676 for the
six months ended June 30, 2007 and consisted of $1,241,000 of proceeds
from the sale of our common stock, offset by the repayment of $2,324
of notes payable.

Inflation and Seasonality
-------------------------

	We do not believe that our operations are significantly impacted
by inflation. Our business is not seasonal in nature.


                                 20
<PAGE>

Item 3.	  Controls and Procedures.

       As of the end of the period covered by this report, an evaluation
was performed under the supervision and with the participation of the
Company's principal executive officers and financial officers of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. The evaluation revealed to the Company's
principal executive officers and financial officers that the design
and operation of the Company's disclosure controls and procedures were
effective as of the end of the period covered by this report.

	There have been no significant changes in the Company's internal
controls and in other factors that could significantly affect internal
controls subsequent to the date of the above-described evaluation
period.


Item 3A (T).  Controls and Procedures.

	Not applicable.


                               PART II
                          OTHER INFORMATION

Item 1.  Legal Proceedings

	Ronald R. Genova v. Third-Order Nanotechnologies, Inc., PSI-TEC
Holdings, Inc. and Universal Capital Management
-----------------------------------------------------------------------

	This case was filed in Philadelphia County, Court of Common
Pleas, on July 23, 2007. Ronald R. Genova is the Plaintiff. Third-
Order Nanotechnologies, Inc., PSI-TEC Holdings, Inc. and Universal
Capital Management are each a Defendant. The case is in the early
stages.

	Ronald R. Genova ("Genova") served as a consultant and then as
the interim chief executive officer of our Company, Third-Order
Nanotechnologies, Inc. The Company terminated Genova effective
February 28, 2007. On March 26, 2007 the Company paid Genova $9,806,
which the Company determined was the full amount the Company owed
Genova. Genova sued, claiming he was owed an additional $84,650.38
plus interest for unpaid consulting fees in the amount of $32,515.68,
a performance bonus in the amount of $50,000, and an expense
reimbursement in the amount of $2,134.70. Pursuant to the complaint,
Genova is alleging breach of contract, fraud and promissory estoppel
in an amount in excess of $180,000, in addition to the right to
exercise his options, that expired on May 30, 2007, until February 13,
2016 or a judgment in an additional amount equal to the monetary value
of such options plus punitive damages, interest and costs. Our
Position is that Genova has been fully paid all amounts due to him,
that Genova's options expired and that he is not entitled to exercise
such options at any time now or in the future.

	On September 4, 2007 our Company has answered the complaint
seeking dismissal of all allegations contained in the complaint and
denying that Genova is entitled to any of the relief he is seeking.
Additionally, our Company counter-claimed Genova seeking an
undetermined amount of damages from Genova for fraud, breach of
contract, breach of duty of loyalty, and breach of duty of disclosure.
No discovery has commenced in this proceeding to date.  We intend to
vigorously contest the matter. Although the facts ascertained to date
indicate a favorable outcome is a likely result, it is too early in
the process to provide a detailed evaluation of the likelihood of
success. It is also too early to provide an estimate of the amount or
range of potential loss, although according to the complaint, Genova
is seeking in excess of $180,000, in addition to the right to exercise
his options, that expired on May 30, 2007, until February 13, 2016 or
a judgment in an additional amount equal to the monetary value of such
options plus punitive damages, interest and costs, so the assumption
can be made that this would be at the high end of that range.


                                 21
<PAGE>

	We are not aware of any other litigation or threatened litigation
of a material nature.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

	During the period covered by this report, we sold the following
unregistered securities:

Common Stock
------------

	During April 2007, we issued 100,000 shares of our common stock
to one accredited investor for professional services. The shares were
valued at approximately $0.35 per share for an aggregate amount of
approximately $35,000. This person was the only offeree in connection
with these transactions. We relied on Section 4(2) and/or Rule 701 of
the Securities Act since the transaction did not involve any public
offering.

	Also during April 2007, we authorized a $1,000,0000 private
offering of our common stock and warrants to purchase our common
stock. Pursuant to the terms of this private offering, up to 20 units
were offered at the offering price of $50,000 per unit, with each unit
comprised of 100,000 shares of common stock, and a warrant to purchase
50,000 shares of common stock at $0.50 per share. To date, this
private offering has raised an aggregate of $667,000. We relied on
Section 4(2) and Rule 506 of Regulation D of the Securities Act since
the transaction does not involve any public offering.

Warrants to Purchase Common Stock
---------------------------------

	During April 2007, our Company issued the following warrants to
purchase shares of our Company's common stock as described below:

<TABLE>
<CAPTION>
		 	Shares Underlying
Date Issued             Warrants/ Exercise Price        Exercise/Expiration Schedule
-----------             ------------------------        ----------------------------
<S>                     <C>                             <C>

April 17, 2007		100,000/$0.25			100,000 shares from 4/17/07 - 4/17/10(1)
			300,000/$0.25			300,000 shares from 4/17/07 - 4/17/10(1)
			150,000/$0.25			150,000 shares from 4/17/07 - 4/17/10(1)
			100,000/$0.25			100,000 shares from 4/17/07 - 4/17/10(1)
			500,000/$0.25			500,000 shares from 4/17/07 - 4/17/10(1)
			500,000/$0.25			500,000 shares from 4/17/07 - 4/17/12(1)
--- (4)                 667,000/$.50                    ----(2)(3)

-------------------
</TABLE>

1.  The warrants were issued in connection with advisory or
    consulting services provided to our Company and vest at various
    times pursuant to the specific terms of the advisor's or
    consultant's warrant agreement. These persons were the only
    offerees in connection with this transaction. Our Company relied
    on Section 4(2) of the Securities Act since the transaction did
    not involve any public offering.

2.  The warrants are immediately exercisable for a period of two (2)
    years from the date of purchase.

3.  We relied upon Section 4(2) and Rule 506 of Regulation D of the
    Securities Act since the transaction did not involve any public
    offering.

4.  Issued at various times in connection with our April 2007 private
    offering.

                                 22
<PAGE>

	No underwriters were utilized and no commissions or fees were
paid with respect to any of the above transactions.


Item 3.  Defaults Upon Senior Securities

         Not Applicable


Item 4.  Submission of Matters to a Vote of Security Holders

         Not Applicable


Item 5.  Other Information

         Not Applicable


Item 6.  Exhibits

(a) Exhibits:

Exhibit No.	Description of Exhibit
-----------     ----------------------

(10)            Material Contracts.

	10.1	Photon X, LLC Memorandum of Understanding*

	10.2	Triple Play Communications Corporation Agreement*
(31)
        31.1    Certification of the President of Third-Order
                Nanotechnologies, Inc. pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

        31.2    Certification of the Treasurer of Third-Order
                Nanotechnologies, Inc. pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.
(32)
        32.1    Certification of the President of Third-Order
                Nanotechnologies, Inc. pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

        32.2    Certification of the Treasurer of Third-Order
                Nanotechnologies, Inc. pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

* Incorporated by reference to Registrant's Form 10-SB filed April 13,
2007.


                                 23
<PAGE>

                             SIGNATURES

	In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

THIRD-ORDER NANOTECHNOLOGIES, INC.

Registrant


By: /s/Frederick J. Goetz, Jr.
   ---------------------------------------
        Frederick J. Goetz, Jr., President

Date: September 13, 2007


By: /s/Frederick J. Goetz, Jr.
   ---------------------------------------
        Frederick J. Goetz, Jr., President

Date: September 13, 2007


By: /s/ Andrew J. Ashton
   ---------------------------------------
        Andrew Ashton, Treasurer

Date: September 13, 2007
























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