UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


Amendment
No. 1





[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      the quarterly period ended April
      30, 2009




or[   ]
            TRANSITION
      REPORT PURSUANT TO 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.)





303 Twin
Dolphin Drive, Suite 600, Redwood City, California 94065


(Address
      of principal executive offices) (Zip
Code)





(650)
      632-4651


(Registrant’s
telephone number, including area code)





(Registrant’s
former address, if changed since last report)





Indicate
by check mark whether the registrant (1) has 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 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted electronically and posted pursuant to Rule 405 of regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes
[  ] No [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


[   ]
Large accelerated
filer                                                                                            
[   ] Accelerated filer





[   ]
Non-accelerated filer (Do not check if a smaller reporting
company)            
[X] Smaller reporting
company





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


Yes
[  ]            
No [X]





As of
June 9, 2009, 68,991,352 shares of Issuer’s common stock, $0.001 par value, were
outstanding.











Explanatory
Note:




The
undersigned hereby amends its Quarterly Report on Form 10-Q for the quarter
ended April 30, 2009 (the “Quarterly Report”) in order to amend and restate Item
5 of Part II (Other Information) for the purpose of clarifying the disclosed
terms of Amendment No. 2 to the Exclusive Sales and Distribution License (the
“Amendment”) with SANYO Sales and Marketing Corporation and SANYO Electric
System Solutions Co., LTD., dated December 15, 2005.




The
undersigned additionally amends its Quarterly Report in order to delete and
replace the redacted version of the Amendment, previously filed with the
Quarterly Report as Exhibit 10.42, with a revised redacted version of such
agreement, filed with this Amendment No. 1 as Exhibit 10.42, 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, no changes have been made to the Quarterly Report as originally
filed. This Amendment No. 1 continues to speak as of the original date the
original Quarterly Report was filed and does not reflect events occurring after
the filing of the Quarterly Report as originally filed, or modify or update
those disclosures affected by subsequent events.









PART
II OTHER INFORMATION




Item
5 – Other Information





On May
29, 2008, we entered into an Amendment No. 2 to the
Exclusive Sales and Distribution License (  the "Amendment") with
SANYO Sales and Marketing Corporation and SANYO Electric System Solutions Co.,
LTD. (collectively, "SANYO"), dated December 15, 2005.





Among
other amendments, the term of the contract has been modified; the markets in
which SANYO has authority to sell has been modified to make them
non-exclusive, provided that SANYO is granted exclusive rights to sell MLD
enabled products to certain named customers; and the royalty rates and
certain related terms have been modified.





We are
filing a copy of the Amendment as an exhibit to this Quarterly Report. 
Portions of the Amendment are omitted in accordance with a request for
confidential treatment that we have submitted to the Securities and Exchange
Commission.














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
      18, 2009
            By:
            /s/ Andrew
      L. WoodMr.
      Andrew L. Wood
              Chief
      Executive Officer and Director











Date: December
      18, 2009
            By:
            /s/ Joseph
      A. MoranMr.
      Joseph A. Moran
              Chief
      Financial Officer
              (Principal
      Accounting and Financial Officer)











Index to Exhibits Filed with this
Report





(a)
      ExhibitsExhibit No.
            Description10.42
            Amendment
      no 2. to Exclusive Sales and Distribution License Agreement by and among
      the Company, Sanyo Sales and Marketing Corporation and SANYO Electric
      System Solutions Co., Ltd. (++)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.