**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 July 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
      August 30, 2006 there were 65,360,489 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 July 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.





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**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.