U.S. Securities and Exchange Commission
                      Washington, DC 20549
                          Form 10-QSB

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

    For the quarterly period ended September 30, 2007

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

    For the transition period from ________

                    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
November 14, 2007, there were approximately 33,940,075 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 Index
                           September 30, 2007

                                                                    Page
                                                                    ----

Part I: Financial Information...................................      1

        Item 1. Financial Statements

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

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

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

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

            Statements of Cash Flow.............................     5-6


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

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

Item 3.     Controls and Procedures.............................      23

Item 3A(T). Controls and Procedures.............................      24

Part II:    Other Information ..................................      24

Item 1.     Legal Proceedings...................................      24

Item 2.     Unregistered Sales of Equity Securities and Use of
              Proceeds..........................................      25

Item 3.     Defaults Upon Senior Securities.....................      25

Item 4.     Submission of Matters to a Vote of Security
              Holders...........................................      25

Item 5.     Other Information...................................      25

Item 6.     Exhibits............................................      26

Signatures......................................................      27



<PAGE>

                    PART I  FINANCIAL INFORMATION

Item 1  Financial Statements

                   THIRD-ORDER NANOTECHNOLOGIES, INC.
                     (A Development Stage Company)
                            BALANCE SHEETS

<TABLE>
<CAPTION>
                                      September 30, 2007    December 31, 2006
                                         (Unaudited)            (Audited)
                                      ------------------    -----------------
<S>                                   <C>                   <C>
                ASSETS
CURRENT ASSETS
 Cash and cash equivalents            $           71,629    $             528
 Deferred charges                                 49,741              586,171
 Prepaid expenses                                  4,569                9,353
 Note receivable                                 100,100                  100
 Interest receivable                               1,285                    -
                                      ------------------    -----------------
                                                 227,324              596,152

AVAILABLE FOR SALE SECURITIES
 Related party                                    37,315               59,265
 Other                                               724                2,535
                                      ------------------    -----------------
                                                  38,039               61,800

PROPERTY AND EQUIPMENT - NET                      72,410               42,335

OTHER ASSETS
 Deferred charges                                      -               97,083
 Intangible assets                               151,023               42,376
                                      ------------------    -----------------

 TOTAL ASSETS                         $          488,796    $         839,746
                                      ==================    =================


  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Loan payable - current portion       $            5,245    $           4,977
 Accounts payable                                118,865              100,714
 Accounts payable - related party                      -               65,339
 Accrued expenses                                 78,599               83,712
 Convertible notes payable                             -                    -
 Officer loans                                     1,468                1,468
                                      ------------------    -----------------
                                                 204,177              256,210

CONTINGENCY                                            -                    -

LOAN PAYABLE - NET OF CURRENT PORTION              4,801                8,764
                                      ------------------    -----------------

TOTAL LIABILITIES                                208,978              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 September 30,
  2007 and December 31, 2006                      31,623               27,889
Additional paid-in-capital                     8,657,008            5,966,430
Deferred charges                                (361,845)                   -
Unrealized loss on Available for
  Sale Securities                                (49,761)             (26,000)
Accumulated deficit                              (15,827)             (15,827)
Deficit accumulated during
  development stage                           (7,981,380)          (5,377,720)
                                      ------------------    -----------------

TOTAL STOCKHOLDERS' EQUITY                       279,818              574,772
                                      ------------------    -----------------

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                              $          488,796     $        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 NINE MONTHS ENDING
              SEPTEMBER 30, 2007 AND 2006 AND FOR THE PERIOD
   JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT STAGE) TO SEPTEMBER 30, 2007
                              (UNAUDITED)

<TABLE>
<CAPTION>

                                Cumulative     For the Three        For the Three        For the Nine         For the Nine
                                  Since        Months Ending        Months Ending        Months Ending        Months Ending
                                Inception    September 30, 2007   September 30, 2006   September 30, 2007   September 30, 2006
                              -------------  ------------------   ------------------   ------------------   ------------------
<S>                           <C>            <C>                  <C>                  <C>                  <C>
NET SALES                     $           -  $                -   $                -   $                -   $                -

COST AND EXPENSE
  Research and development        3,140,212              42,083              319,708              882,788              932,747
  General and administrative      4,888,594             644,520              415,107            1,720,826            1,266,229
                              -------------  ------------------   ------------------   ------------------   ------------------
                                  8,028,806             686,603              734,815            2,603,614            2,198,976

LOSS FROM OPERATIONS             (8,028,806)           (686,603)            (734,815)          (2,603,614)          (2,198,976)

OTHER INCOME (EXPENSE)
  Interest income                    12,050               2,990                    1                4,573                  242
  Dividend income                     1,527                   -                1,401                    -                1,527
  Realized gain on investment        63,187                   -               63,187                    -               63,187
  Interest expense                  (29,338)             (1,271)              (1,531)              (4,619)              (3,664)
                              -------------  ------------------   ------------------   ------------------   ------------------

NET LOSS                      $  (7,981,380) $         (684,884)  $         (671,757)  $       (2,603,660)  $       (2,137,684)
                              =============  ==================   ==================   ==================   ==================

Basic and Diluted Loss
  per Share                                  $            (0.02)  $            (0.02)  $            (0.09)  $            (0.08)
                                             ==================   ==================   ==================   ==================

Basic and Diluted Weighted
  Average Number of Shares                           31,622,535           27,651,141           30,538,858           26,969,922
                                             ==================   ==================   ==================   ==================
</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 NINE MONTHS ENDING SEPTEMBER 30, 2007 AND 2006 AND FOR THE
PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT STAGE) TO SEPTEMBER 30, 2007
                             (UNAUDITED)

<TABLE>
<CAPTION>

                                Cumulative     For the Three        For the Three        For the Nine         For the Nine
                                  Since        Months Ending        Months Ending        Months Ending        Months Ending
                                Inception    September 30, 2007   September 30, 2006   September 30, 2007   September 30, 2006
                              -------------  ------------------   ------------------   ------------------   ------------------
<S>                           <C>            <C>                  <C>                  <C>                  <C>
NET LOSS                      $  (7,891,380)  $        (684,884)  $         (671,757)  $       (2,603,660)  $       (2,137,684)

OTHER COMPREHENSIVE
INCOME/(LOSS)
  Unrealized gain/(loss) on
  Available for Sale
  Securities                        (49,761)             (7,333)             (26,915)             (23,761)             (22,291)
                              -------------  ------------------   ------------------   ------------------   ------------------

COMPREHENSIVE LOSS            $  (8,031,141) $         (692,217)  $         (698,672)  $       (2,627,421)  $       (2,159,975)
                              =============  ==================   ==================   ==================   ==================
</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 DEVELOMENT STAGE)
                         TO SEPTEMBER 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
Net loss for the year
 ended December 31, 2006        -         -           -             -           -           -   (2,933,809)         -  (2,933,809)
Unrealzed gain (loss)
 on securities                  -         -           -             -           -           -            -    (26,000)    (26,000)

                       ----------  --------  ----------  ------------ -----------  -----------  ----------- ---------- -----------
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 $0.35/share           100,000       100      34,900             -           -           -            -          -      35,000
Warrants issued for
 services in
 September 2005,
 vested through
 September 2007,
 valued at 1.45/share           -         -      27,228             -           -           -            -          -      27,228
Warrants issued for
 services in March
 2007, vested
 through September
 2007, valued at
 0.63/share                     -         -      36,284             -           -           -            -          -      36,284
Warrants issued for
 services in April
 2007, vested
 through September
 2007, valued at
 0.69/share                     -         -     188,825             -           -           -            -          -     188,825
Warrants issued for
 services in April
 2007, vested
 through September
 2007, valued at
 0.63/share                     -         -      98,276             -           -           -            -          -      98,276
Warrants issued for
 services in May
 2007, vested
 through September
 2007, valued at
 0.56/share                     -         -      31,675             -           -           -            -          -      31,675
Options issued for
 services in
 February 2006,
 vested through
 September 2007,
 valued at
 1.01/share                     -         -      17,589             -           -           -            -          -      17,589
Options issued for
 services in
 February 2006,
 vested through
 September 2007,
 valued at 1.09/share           -         -      43,757             -           -           -            -          -      43,757
Warrants issued for
 future services in
 April 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               -         -            -            -     506,583           -            -          -     506,583
Unrealzed gain (loss)
 on securities                  -         -            -            -           -           -            -     (23,761)   (23,761)
Net loss for the
 nine months ending
 September 30, 2007             -         -            -            -           -           -    (2,603,660)        -  (2,603,660)
                       ----------  --------   ----------  ------------ -----------  ----------- ------------ ---------- ----------
BALANCE AT
 SEPTEMBER 30, 2007
 (UNAUDITED)           31,622,535  $ 31,623   $8,657,008  $         -  $ (361,845)  $ (15,827)  $(7,981,380) $ (49,761) $ 279,818
                       ==========  ========   ==========  ============ ===========  ==========  ============ ========== ==========
</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 NINE MONTHS ENDING
                   SEPTEMBER 30, 2007 AND 2006 AND FOR THE
             PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT STAGE)
                          TO SEPTEMBER 30, 2007
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                          Cumulative     For the Nine         For the Nine
                                            Since        Months Ending        Months Ending
                                          Inception    September 30, 2007   September 30, 2006
                                        -------------  ------------------   ------------------
<S>                                     <C>            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                $  (7,981,380)  $      (2,603,660)  $       (2,137,684)
Adjustment to reconcile net loss to
 net cash used in operating activities
   Amortization of deferred charges         3,926,588           1,246,346            1,099,285
  Warrants issued for services                525,888             382,288              732,981
  Stock options issued for services           486,444              61,346               22,673
  Common stock issued for services              5,292               5,292                    -
  Depreciation                                 41,237              12,461                9,121
  Realized gain on investments                (63,187)                  -              (63,187)
  (Increase) decrease in assets
    Receivables                               (31,846)           (101,285)              75,000
    Prepaid expenses                           (4,569)              4,784              (14,600)
  Increase (decrease) in liabilities
    Accounts payable                          206,780              47,859              155,988
    Accounts payable - related party                -             (65,339)                   -
    Accrued expenses                           13,085              (5,113)             (33,906)
                                        -------------  ------------------   ------------------

Net cash used in operating activities      (2,875,668)         (1,015,021)            (154,329)
                                        -------------  ------------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Cost of intangibles                          (151,023)           (108,647)              (2,630)
  Proceeds from sale of available for
    sale securities                           175,387                   -              175,387
  Purchase of available for sale
    securities                               (200,000)                  -                    -
  Purchase of equipment                       (67,361)            (42,536)                   -
                                        -------------  ------------------   ------------------

Net cash (used in) provided by
  investing activities                       (242,997)           (151,183)             172,757
                                        -------------  ------------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock, private
    placement                               2,666,000           1,241,000                  830
  Proceeds (Repayment) of notes payable       (14,597)             (3,695)              33,397
  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                                3,184,936           1,237,305               34,227
                                        -------------  ------------------   ------------------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                  66,271              71,101               52,655

CASH AND CASH EQUIVALENTS
  - BEGINNING OF PERIOD                         5,358                 528              150,027
                                        -------------  ------------------   ------------------
CASH AND CASH EQUIVALENTS
  - END OF PERIOD                       $      71,629  $           71,629   $          202,682
                                        =============  ==================   ==================
</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 NINE MONTHS ENDING
                   SEPTEMBER 30, 2007 AND 2006 AND FOR THE
             PERIOD JANUARY 1, 2004 (INCEPTION OF DEVELOPMENT STAGE)
                          TO SEPTEMBER 30, 2007
                               (UNAUDITED)

<TABLE>
<CAPTION>

                                     Cumulative     For the Nine         For the Nine
                                       Since        Months Ending        Months Ending
                                     Inception    September 30, 2007   September 30, 2006
                                   -------------  ------------------   ------------------
<S>                                <C>            <C>                  <C>
SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:
   Interest                        $      13,381  $            1,271   $            3,664
                                   =============  ==================   ==================

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   $     (49,761) $          (23,761)  $          (22,291)

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
                       SEPTEMBER 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 nine months ended
September 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.  Because the Company reported a net loss for each
of the three and nine months ended September 30, 2007 and 2006, common
stock equivalents consisting of options and warrants were anti-
dilutive; therefore, the basic and diluted net loss per share for each
of these periods was 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 was effective for fiscal years
beginning after December 31, 2006 and became effective for the Company
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 are 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
                       SEPTEMBER 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 September 30, 2007.
Currently, management is raising $1,500,000 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
could 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 - NOTE RECEIVABLE

Note Receivable consists of the following:

<TABLE>
<CAPTION>
                                                       September 30,
                                                    2007           2006
                                                ------------   -----------
<S>                                             <C>            <C>
Note Receivable -
  Theater Xtreme Entertainment Group, Inc.,
  related party, bears interest at 14% per      $    100,000   $         -
  year, matures one year from the date of
  issue (August 15, 2008) and may be
  prepaid at any time without penalty.
  Pursuant to the term of the Note, the
  Company received warrants to purchase
  50,000 shares of common stock at an
  exercise price of $1.00 per share.
  In accordance with the Black-Sholes
  option pricing formula, the warrants
  have no value

Note Receivable - Other                                  100           100
                                                ------------   -----------

Total                                           $    100,100   $       100
                                                ============   ===========
</TABLE>

                                 -8-
<PAGE>

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


NOTE 4 - 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.


NOTE 5- STOCKHOLDERS' EQUITY

Common Stock and Warrants

During the nine months ended September 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 56,000
options that were recorded as deferred charges of $42,730 were not
vested and were forfeited and the 444,000 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 September 30, 2007 was $361,845.  During
the nine months ended September 30, 2007, the Company amortized
$506,583 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 nine months ended September 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 nine months ended September 30, 2007 and 2006, the Company
recognized consulting expense of $443,634 and $755,654 for warrants
and options issued for consulting services.


NOTE 6 - 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.



                                 -9-
<PAGE>



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


NOTE 6 - STOCK BASED COMPENSATION (CONTINUED)

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 nine months ended September 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 September 30, 2007, there was no unrecognized compensation expense
related to non-vested market-based share awards that is expected to be
recognized.

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                           (125,109) $        1.00 $           1.00
Expired                             (574,891) $        1.00 $           1.00
Issued                             1,650,000  $        0.25 $           0.25
                                --------------------------------------------

Outstanding, September 30, 2007    2,000,000  $0.25 - $2.00 $           0.29
                                --------------------------------------------

Exercisable, September 30, 2007    1,670,000  $0.25 - $2.00 $           0.28
                                --------------------------------------------
</TABLE>

NOTE 7 - INCOME TAXES

There is no income tax benefit for the losses for the three and nine
months ended September 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 8 - SUBSEQUENT EVENTS

Common Stock

On October 1, 2007, the Company cancelled its 2005 Stock Option Plan
and adopted a new Company 2007 Employee Stock Option Plan that has a
reserve of up to 3,500,000 shares of the Company's common stock for
issuance pursuant to this plan.

On October 1, 2007, the Company issued 150,000 shares of its common
stock in exchange for consulting services, valued at $102,000, fair
value.



                                 -10-
<PAGE>



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


NOTE 8 - SUBSEQUENT EVENTS (CONTINUED)

Common Stock (Continued)

On October 3, 2007, the board of directors authorized the 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.  To date, this private offering has raised an aggregate of
$1,060,524.  Pursuant to the terms of this private offering, up to 25
units were offered at the offering price of $60,000 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 $1.00 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.

Warrants

On October 1, 2007, the Company issued 100,000 warrants to purchase
the Company's common stock, at a purchase price of $0.25, in exchange
for accounting services.  The warrants are exercisable through October
2012.

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 plus
interest for unpaid consulting fees in the amount of $32,516, a
performance bonus in the amount of $50,000, and an expense
reimbursement in the amount of $2,135. 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.

The case is in the early stages.  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 was settled on October 3, 2007 per a Mutual Release and
Settlement Agreement signed by both parties.  The Company paid a total
of $10,335 as a settlement payment, which was provided for at
September 30, 2007.




                                 -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 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.

	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.




                                 -12-
<PAGE>


	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.

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


                                 -13-
<PAGE>

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.

	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-


                                 -14-
<PAGE>


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 $2,301,524 from the private sale of our common stock.

Recent Developments

	Technical Breakthrough

	On May 15, 2007 we achieved a major technical breakthrough in the
form of a chemical spacer system that allows our chromophore to be
embedded in polymer materials for subsequent


                                 -15-
<PAGE>


fabrication into electro-optical components. Our spacer is a
collection of nano-structured organic chemicals that creates a "nano-
bubble" around the chromophore. The nano-bubbles form orderly
structures when introduced into a host polymer. The company believes
that this chemical system is necessary to reach the next tier of fiber
optic telecommunications deployment, namely, fiber to the home and
fiber to the premises. The company commenced application for patent
protection as we believe our invention is significantly more advanced
than alternative approaches.

 	Applications Development

	We undertook a broad survey of the uses for our electro-optic
polymer throughout the quarter to determine if there are additional
markets we should be targeting. We talked with experts in numerous
optoelectronic disciplines, including displays, optical computing and
data storage. We believe that beyond modulators for fiber optics, our
material could form the basis of an optical telecommunications routers
and high density wavelength division multiplexers -- both of which
could accelerate deployment of fiber to the home and fiber to the
premises fiber optic telecommunications systems. We also found that
our material could create breakthroughs in holographic display and
storage systems. And, finally, we think our material could be used to
make a spacial light modulator, which would form the basis of a
optical computers.

	Patent Filings

	In August 2007, we completed filing of our five core patent
applications covering our chromophore architectures on a worldwide
basis. The following are the titles of the five patent applications:

     *   Tricyclic Spacer Systems For Nonlinear Optical Devices
     *   Anti-Aromatic Chromophore Architectures
     *   Heterocyclical Anti-Aromatic Chromophore Architectures
     *   Heterocyclical Chromophore Architectures
     *   Heterocyclical Chromophore Architectures with Novel Electronic
         Acceptor Systems

	Advisory Board

       Terry Turpin (Director, Senior Vice President and Chief
Technology Officer of Essex Corporation, a recently acquired
subsidiary of Northrop Grumman) joined our Board of Advisors on March
6, 2007.  Mr. Turpin holds patents for an analog optical processor,
currently in use by government agencies, which represent up to a
50,000 times improvement over conventional digital processors.  He
began his engineering career developing computing engines for the
National Security Agency (NSA) where he became Chief of the Advanced
Processing Technologies Division, representing the NSA on the Tri-
Service Optical Processing Committee organized by the Under Secretary
of Defense for Research and Engineering.  Mr. Turpin's unified theory
of two signal interactions has given Essex a competitive edge in the
signal processing community.

	Dan DiLeo, formerly an executive with Lucent and Agere, joined
our Board of Advisors on September 25, 2007. Mr. DiLeo was Executive
Vice President at Agere Systems and


                                 -16-
<PAGE>


President and COO of Optoelectronics at Lucent Technologies -
Microelectronics Group. In March 2001, he led an Agere Systems team
through its investor presentations and IPO. Mr. DiLeo currently serves
as director on the boards of several public and private companies in
the US, and has an advisory role with a number of start-ups. We
believe that Mr. DiLeo's experience as a supplier of silicon
integrated circuits to the telecommunication will be valuable as we
develop markets for electro-optic polymer integrated circuits for that
same industry.

	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. This private offering 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 all 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


                                 -17-
<PAGE>


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.

	On February 28, 2007, our Company authorized the issuance of
1,000,000 shares and during April 2007, authorized the issuance of
500,000 warrants to purchase 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 Three Months Ended September 30, 2007 to Three Months
Ended September 30, 2006
-------------------------------------------------------------------

Revenues

	We had no revenues during the three months ended September 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 $686,603 and $734,815 for the three
months ended September 30, 2007 and 2006, respectively, for a decrease
of $48,212.  Consulting expense decreased approximately $246,000,
which was due to the Company's various agreements entered into during
2005 and 2006 that expired during 2006.   During the three months
ended September 30, 2006, the Company used a marketing firm to further
its image and received an award.  These marketing expenses, which were
approximately $19,710, were not present during the three months ended
September 30, 2007.  Accounting fees were $10,187 and $27,540 during
the three months ended September 30, 2007 and 2006, for a decrease of
$17,353.

       During the three months ended September 30, 2007 and 2006, legal
fees were $44,843 and $27,767 for an increase of $17,076.  Management
fees for the three months ended September 30, 2006 was $217,107
compared to $0 for the same period in 2006.

	Included in our operating expenses for the three months ended
September 30, 2007 was $42,083 for research and development expenses
compared to $319,708 for that same period in 2006; and $644,520 for
general and administrative expenses for the three months ended
September 30, 2007 compared to $415,107 for that same period in 2006.
Research and


                                 -18-
<PAGE>


development expense decreases of $277,625.  One employee that was
working in the lab was terminated at June 30, 2007.  His wages and
benefits totaled approximately $37,000 for the three months ended
September 30, 2006.  The additional $240,625 was due to the Company's
various agreements entered into during 2005 and 2006 that expired
during 2006.

Other Income (Expense)

	Other income was $1,719 for the three months ended September 30,
2007, consisting of $2,990 of interest income on cash deposits and
short term investments offset by $1,271 of interest expense compared
to other income of $63,058 for the three months ended September 30,
2006, consisting of $1 of interest income on cash deposits and short
term investments, $1,401 of dividend income on short term investments,
$63,187 of realized gain on investments offset by $1,531 of interest
expense.

Net Loss

	Net loss was $684,884 and $671,757 for the three months ended
September 30, 2007 and 2006, respectively, for an increase of $13,127,
primarily resulting from research and development and general and
administrative expenses incurred as described above.

Comparison of Nine Months Ended September 30, 2007 to Nine Months
Ended September 30, 2006
-----------------------------------------------------------------

	Revenues

	We had no revenues during the nine months ended September 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 $2,603,614 and $2,198,976 for the
nine months ended September 30, 2007 and 2006, respectively, for an
increase of $404,638. 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 nine months ended
September 30, 2007 was $882,788 for research and development expenses
compared to $932,747 for that same period in 2006; and $1,720,826 for
general and administrative expenses for the nine months ended
September 30, 2007 compared to $1,266,229 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.


                                 -19-
<PAGE>


	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.

	Other Income (Expense)

	Other expense was $46 for the nine months ended September 30,
2007, consisting of $4,573 of interest income on cash deposits and
short term investments offset by $4,619 of interest expense compared
to other income of $61,292 for the nine months ended September 30,
2006, consisting of $242 of interest income on cash deposits and short
term investments, $1,527 of dividend income on short term investments,
$63,187 of realized gain on investments offset by $3,664 of interest
expense.

	Net Loss

	Net loss was $2,603,660 and $2,137,684 for the nine months ended
September 30, 2007 and 2006, respectively, for an increase of
$465,976, 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.



                                 -20-
<PAGE>

	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
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.




                                 -21-
<PAGE>


	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 nine months ended September 30, 2007, net cash used in
operating activities was $1,015,021 and net cash used in investing
activities was $151,183, which was due primarily to the Company
applying for patents and the purchase of equipment. Net cash provided
by financing activities for the nine months ended September 30, 2007
was $1,237,305. At September 30, 2007, our cash and cash equivalents
totaled $71,629, our assets totaled $488,796, our liabilities totaled
$208,978, and we had stockholders' equity of $279,818.

	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 eight
months, however, we will need to obtain additional future financing
during 2008 to finance our operations until such time that we can
conduct profitable revenue-generating activities. Such future sources
of financing may include cash from 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 beyond
2007 as a result of the following planned activities:

     *   The addition of management, sales, marketing, technical and
         other staff to our workforce;


                                 -22-
<PAGE>

     *   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 nine moths ended September 30, 2007

	Net cash used in operating activities was $1,015,021 for the nine
months ended September 30, 2007, consisting of payments for
management, legal, professional and consulting expenses, rent and
other expenditures necessary to develop our business infrastructure,
offset by $1,246,346 in deferred charges, $382,288 in warrants issued
for services, $61,346 in options issued for services, $4,784 in
prepaid expenses and $5,292 in stock issued for services.

	Net cash used by investing activities was $151,183 for the nine
months ended September 30, 2007, consisting of $108,647 for
intangibles, as well as the purchase of equipment for $42,536.

	Net cash provided by financing activities was $1,237,305 for the
nine months ended September 30, 2007 and consisted of $1,241,000 of
proceeds from the sale of our common stock, offset by the repayment of
$3,695 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.

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.


                                 -23-
<PAGE>


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.

	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 plus
interest for unpaid consulting fees in the amount of $32,516, a
performance bonus in the amount of $50,000, and an expense
reimbursement in the amount of $2,135. 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 fairly 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 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 of
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.

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



                                 -24-
<PAGE>

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 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. This offering closed
in June 2006 and 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 did not involve any public offering.

	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

	On October 1, 2007, we issued 150,000 shares of our common stock
in exchange for consulting services, valued at $102,000, fair value.
We relied upon Section 4(2) of the Securities Act since the
transaction did not involve any public offering.

	On October 1, 2007, we issued 100,000 warrants to purchase our
Company's common stock, at a purchase price of $0.25, in exchange for
accounting services.  The warrants are immediately exercisable and
expire October 1, 2012. We relied upon Section 4(2) of the Securities
Act since the transaction did not involve any public offering.

	On October 3, 2007, 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. To date, this private offering has raised an
aggregate of $1,060,524. Pursuant to the terms of this private
offering, up to 25 units were offered at the offering price of $60,000
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 $1.00 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. We relied on Section 4(2) and
Rule 506 of Regulation D of the Securities Act since the transaction
did not involve any public offering.



                                 -25-
<PAGE>


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

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 Chief Executive Officer 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 Chief Executive Officer 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.














                                 -26-
<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/Harold R. Bennett
   ----------------------------------
        Harold R. Bennett, CEO

Date: November 14, 2007



By: /s/Harold R. Bennett
   ----------------------------------
       Harold R. Bennett, CEO


Date: November 14, 2007

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

Date: November 14, 2007




















                                 -27-
<PAGE>