**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        DC 20549**
 
 **FORM
        10-QSB/A**
 **Amendment
        No. 2**
 
 [X]
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 For
        the
        quarterly period ended October 31, 2006
 
 OR
 
 [ 
                  ]
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 For
        the
        transition period from _______ to _______
 
 
 Commission
        file number: None
 
 **PureDepth,
        Inc.**
 (Exact
        Name of Registrant as Specified in Its Charter)
 
 Delaware
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              20-4831825
                (I.R.S.
                  Employer Identification No.)
  255
        Shoreline Drive, Suite 610, Redwood City, California 94065
 (Address
        of principal executive offices)
 
 (650)
        632-0800
 (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 Securities Exchange Act of 1934 during the preceding 12 months
        (or
        for such shorter period that the issuer 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 by Rule
        12b-2 of the Exchange Act). Yes [  ] No [X]
 
 As
        of
        December 11, 2006 there were 65,681,099 shares of the issuer’s common stock,
        $.001 par value, outstanding.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [  ] No [X]
 
 
 **Explanatory
        Note**:    The Company hereby further amends its
        Quarterly Report on Form 10-QSB for the quarter ended October 31, 2006 (the
        “Quarterly Report”), as previously amended by Amendment No. 1 on Form 10-QSB/A
        on, 2007 (“Amendment No. 1”), in order to amend and restate Item 3 of Part I
        (Financial Information) in order to clarify management’s evaluation of the
        Company controls and procedures, including without limitation management’s
        evaluation of, and changes to, the Company’s controls and procedures in light of
        the restatement of the financial statements filed with the Quarterly Report,
        as
        set forth in the Amendment No. 1 thereto.
 
 The
        Company additionally amends the Quarterly Report to delete and replace the
        redacted version of the Company’s license agreement with IGT, previously filed
        with the quarterly report as exhibit 10.12, with a revised redacted version
        of
        such license agreement, filed with this Amendment No. 2 as Exhibit 10.17,
        for which confidential treatment has been requested as to certain portions
        of
        the exhibit pursuant to Rule 406 of the Securities Exchange Act of 1933,
        as
        amended.
 
 Except
        as
        described above, this Amendment No. 2 does not include any other revisions
        to
        the Quarterly Report and, accordingly, does not include any other updated
        information about changes in events, estimates or other developments subsequent
        to the filing date of the Quarterly Report.
 
 **Part
        I Financial Information**
 
 Item
        3: Controls and Procedures
 
 (a)
        Management’s Evaluation of Disclosure Controls and
        Procedures.  Under the supervision and with the participation of
        our management, including our Chief Executive Officer and our Chief Financial
        Officer, the Company has performed an evaluation of the effectiveness of
        the
        Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) or
        15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end
        of
        the period covered by this report. Based upon that evaluation, our management,
        including its Chief Executive Officer and Chief Financial Officer, has concluded
        that its disclosure controls and procedures were not effective as of the
        end of
        the period covered by this quarterly report for the reasons stated
        below.
 
 (b)
        Changes in Internal Control over Financial Reporting. On May 1, 2007, the
        Company announced that management determined to restate its financial statements
        for the period covered by this report in order to correct certain computational
        errors relating to stock-based compensation. The restatement effecting these
        corrections are described in Note 2 to the Financial Statements.
 
 In
        connection with the determination to restate the items described in Note
        2, the
        Company’s Chief Executive Officer, Chief Financial Officer and other management
        personnel re-evaluated the effectiveness of the design and operation of its
        disclosure controls and procedures as of the end of the period covered by
        this
        report, including without limitation the method by which certain computations
        relating to stock-based compensation and depreciation expenses were processed
        and reviewed. Based on the foregoing, the Company’s Chief Executive Officer and
        Chief Financial Officer concluded that its disclosure controls and procedures
        were not effective as of the end of the period covered by this report, and
        management, upon such determination,
 implemented
        certain changes to its disclosure controls and procedures, including without
        limitation changes to its internal control over financial
        reporting.
 
 Management
        identified and communicated to the Audit Committee certain matters relating
        to
        the Company's internal controls and procedures regarding the computational
        errors relating to stock-based compensation and the computation of the
        depreciation expense. In response thereto, the Company has performed a review
        of
        its procedures and has put additional controls in place over the calculation
        relating to stock-based compensation and the computation of the depreciation
        expense to ensure that they are accurately measured and reported. The Company
        believes these changes to its disclosure controls and procedures will be
        adequate to provide reasonable assurance that the objectives of its disclosure
        controls and procedures will be met. The Company has also implemented enhanced
        supervisory review procedures related to the preparation of financial
        statements, and increased its accounting department resources to support
        such
        procedures, including the hiring of additional finance department
        personnel.
 
 
  **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act of 1934, the registrant
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly
        authorized.
  PUREDEPTH,
                  INC.Date: December
                  4, 2007
              By:
              /s/ Thomas
                  L. MarcusThomas
                  L. Marcus
                *Chief
                  Executive Officer*
 
 By:
              /s/ Jonathan
                  J. McCamanJonathan
                  J. McCaman
                *Chief
                  Financial Officer*
    **Index
        to Exhibits Filed with this Report**
 
 (a)
                  Exhibits**Exhibit
                  No.**
              **Description**10.17
              IGT
                  Patent and Technology License and Technology Transfer Agreement
                  (++)31.1
              Certification
                  of Chief Executive Officer31.2
              Certification
                  of Chief Financial Officer32.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to Section
                  906 of the Sarbanes-Oxley Act of
                  2002.
 
 ++
              Confidential
                  treatment has been requested as to certain portions of this exhibit
                  pursuant to Rule 406 of the Securities Exchange Act of 1933, as
                  amended.