**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**Form
      10-QSB**





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




For
      the
      quarterly period ended September 30, 2007





OR





o TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For
      the
      transition period
      from to





Commission
      File No. 001-33495





**COLLEXIS
      HOLDINGS, INC.**


( Exact
      name of small business issuer as specified in its charter)





**Nevada**
            **20-0987069**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification Number)





**1201
      Main Street, Suite 980**


**Columbia,
      SC 29201**


(Address
      of principal executive offices)





**(803)
      727-1113**


(Issuer’s
      telephone number)





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.


x Yes  o No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). o Yes 
      x No





The
      number of outstanding shares of the registrant’s common stock on November 13,
      2007 was 65,741,089.





Transitional
      Small Business Disclosure Format (Check one): ). oYes 
      xNo








**COLLEXIS
      HOLDINGS, INC.**


**Form 10-QSB**


**For
      the Quarter Ended September 30, 2007**





**Table
                of Contents****Part
                I - Financial Information**
            Page
                No.Item
                1
            Financial
                Statements
            4Item
                2
            Management’s
                Discussion and Analysis or Plan of Operation
            15Item
                3A(T)
            Controls
                and Procedures
            20**Part
                II - Other Information**Item
                1
            Legal
                Proceedings
            22Item
                2
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            22Item
                3
            Defaults
                Upon Senior Securities
            22Item
                4
            Submission
                of Matters to a Vote of Security Holders
            22Item
                5
            Other
                Information
            22Item
                6
            Exhibits
            22SignaturesEx-31
                Section 302 Certification of CEO and CFO
              Ex-32
                Section 906 Certification of CEO and CFO





2


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





This
      report contains forward-looking statements that involve a number of risks and
      uncertainties. Although our forward-looking statements reflect the good faith
      judgment of our management, these statements can be based only on facts and
      factors of which we are currently aware. Consequently, forward-looking
      statements are inherently subject to risks and uncertainties. Actual results
      and
      outcomes may differ materially from results and outcomes discussed in the
      forward-looking statements.





Forward-looking
      statements can be identified by the use of forward-looking words such as “may,”
“will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,”
“could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative
      of these terms or other similar expressions. These statements include, but
      are
      not limited to, statements under the caption “Management’s Discussion and
      Analysis or Plan of Operation” as well as other sections in this report. Such
      forward-looking statements are based on our management’s current plans and
      expectations and are subject to risks, uncertainties and changes in plans that
      could cause actual results to differ materially from those anticipated in the
      forward-looking statements. You should be aware that, as a result of any of
      these factors materializing, the trading price of our common stock could
      decline, and you could lose all or part of the value of your shares of our
      common stock. These factors include, but are not limited to, the
      following:





·
            the
                availability and adequacy of capital to support and grow our
                business;


·
            economic,
                competitive, business and other conditions in our
                markets;


·
            actions
                taken or not taken by others, including competitors, as well as
                legislative, regulatory, judicial and other governmental
                authorities;


·
            competition
                in our industry;


·
            changes
                in our business and growth strategy, capital improvements or development
                plans;


·
            the
                availability of additional capital to support development;


·
            currency
                exchange rates;


·
            our
                ability to integrate our European operations successfully after our
                recent
                acquisition of SyynX Solutions GmbH;
                and


·
            other
                factors discussed under the section entitled “Risk Factors” in our
                transition report on Form 10-KSB filed with the SEC or discussed
                elsewhere
                in this report.





The
      cautionary statements made in this report are intended to be applicable to
      all
      related forward-looking statements wherever they may appear in this
      report.





We
      urge
      you not to place undue reliance on these forward-looking statements, which
      speak
      only as of the date of this report. We undertake no obligation to publicly
      update any forward looking-statements, whether as a result of new information,
      future events or otherwise.




3




**PART
      I - FINANCIAL INFORMATION**





**ITEM
                1.**
            **FINANCIAL
                STATEMENTS**





Our
      unaudited consolidated financial statements included in this report on Form
      10-QSB are as follows:





Consolidated
      Balance Sheet as of September 30, 2007


Consolidated
      Statement of Operations for the three months ended September 30, 2007 and
      2006


Consolidated
      Statement of Comprehensive Loss for the three months ended September 30, 2007
      and 2006


Consolidated
      Statement of Cash Flows for the three months ended September 30, 2007 and
      2006


Notes
      to
      Consolidated Financial Statements





4




**Collexis
                Holdings, Inc. and Subsidiaries****Consolidated
                Balance Sheet****(Unaudited)**




**September
                30,****2007****ASSETS**Currents
                assetsCash
                and cash equivalents
            
            $
            599,930Accounts
                receivable, net of allowance for doubtful accounts of
                $14,421
            
            
            427,678Prepaid
                expenses and other current assets
            
            
            260,978Total
                current assets
            
            
            1,288,586Property
                and equipment, at cost, net of accumulated depreciation of
                $449,620
            
            
            268,369Other
                assetsSecurity
                deposit - rent
            
            
            36,201Other
                long term assets
            
            
            71,360Option
                to purchase SyynX (Note 3)
            
            
            713,600821,161Total
                Assets
            
            $
            2,378,116**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilitiesAccounts
                payable trade
            
            $
            700,194Accrued
                taxes and expenses
            
            
            527,141Deferred
                revenue
            
            
            398,082Total
                current liabilities
            
            
            1,625,417Stockholders’
                equityCommon
                stock, par value $0.001; authorized 277,713,000 shares; 63,560,542
                sharesissued
                and outstanding as of September 30, 2007
            
            
            63,561Additional
                paid-in capital
            
            
            15,998,299Accumulated
                other comprehensive income
            
            
            34,952Accumulated
                deficit
            
            
            (15,344,113
            )752,699Total
                Liabilities and Stockholders’ Equity
            
            $
            2,378,116




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





5





**Collexis
                Holdings, Inc. and Subsidiaries****Consolidated
                Statement of Operations****(Unaudited)**




**Three
                Months Ended September 30,****2007**
            
            **2006**RevenueLicense
                Revenue
            
            $
            43,631
            
            $
            27,212Service
                Revenue
            
            
            157,699
            
            
            211,271Maintenance
                & Support Revenue
            
            
            101,752
            
            
            85,729Hardware
                & Hosting Revenue
            
            
            13,634
            
            
            3,749Total
                Revenue
            
            
            316,716
            
            
            327,961ExpensesCost
                of License Revenue
            
            
            9,603
            
            
            -Cost
                of Service Revenue
            
            
            80,117
            
            
            72,203Cost
                of Maintenance & Support Revenue
            
            
            137,538
            
            
            130,060Cost
                of Hardware & Hosting Revenue
            
            
            8,454
            
            
            6,288General
                and administrative
            
            
            1,027,032
            
            
            715,793Sales
                and marketing
            
            
            610,703
            
            
            197,951Research
                and Development
            
            
            302,798
            
            
            182,9632,176,245
            
            
            1,305,258Loss
                before other income
            
            
            (1,859,529
            )
            
            (977,297
            )Other
                income
            
            
            9,408
            
            
            3,241NET
                LOSS
            
            $
            (1,850,121
            )
            $
            (974,056
            )Basic
                and diluted common shares outstanding
            
            
            61,922,690
            
            
            13,270,037Basic
                and diluted net loss per share
            
            $
            (0.03
            )
            $
            (0.07
            )




The
                accompanying notes are an integral part of these consolidated financial
                statements.Certain
                prior period amounts have been reclassified to conform to current
                period
                presentation.




6




**Collexis
                Holdings, Inc. and Subsidiaries****Consolidated
                Statement of Comprehensive Loss****(Unaudited)**




**Three
                Months Ended**
              **September
                30,****2007**
            
            **2006**Net
                loss
            
            $
            (1,850,121
            )
            $
            (974,056
            )Foreign
                currency translation adjustment
            
            
            34,952
            
            
            124,856Comprehensive
                loss
            
            $
            (1,815,169
            )
            $
            (849,200
            )




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


7





**Collexis
                Holdings, Inc. and Subsidiaries****Consolidated
                Statements of Cash Flows****(Unaudited)**




**Three
                Months Ended September 30,****2007**
            
            **2006**Cash
                flows from operating activities:Net
                loss
            
            $
            (1,850,121
            )
            $
            (974,056
            )Adjustments
                to reconcile net loss to net cash (used in) provided by operating
                activitiesDepreciation
                and amortization
            
            
            18,324
            
            
            9,563Compensation
                paid through issuance of stock options
            
            
            146,362
            
            
            117,772Gain
                on sale of asset
            
            
            (4,123
            )
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            248,711
            
            
            220,120Allowance
                for bad debts
            
            
            (99,981
            )
            
            (66,213
            )Prepaid
                expenses
            
            
            (116,958
            )
            
            (233,796
            )Other
                receivables
            
            
            10,498
            
            
            (5,708
            )Accounts
                payable
            
            
            280,212
            
            
            (125,207
            )Accrued
                expenses
            
            
            (284,807
            )
            
            (119,926
            )Deferred
                revenue
            
            
            150,165
            
            
            68,176Net
                cash (used in) operating activities
            
            
            (1,501,718
            )
            
            (1,109,275
            )Cash
                flows from investing activitiesAcquisition
                of equipment
            
            
            (63,906
            )
            
            (8,012
            )Net
                cash used in investing activities
            
            
            (63,906
            )
            
            (8,012
            )Cash
                flows from financing activitiesLoan
                from shareholder
            
            
            (650,000
            )
            
            -Cash
                received on sale of stock
            
            
            -
            
            
            2,127,002Fees
                paid to raise capital
            
            
            (151,298
            )
            
            -Cash
                received on subscribed stock
            
            
            2,806,386
            
            
            -Net
                cash provided by financing activities
            
            
            2,005,088
            
            
            2,127,002Net
                increase in cash
            
            
            439,464
            
            
            1,009,715Effect
                of exchange rate changes on cash
            
            
            (26,795
            )
            
            6,685Cash
                and cash equivalents at beginning of period
            
            
            187,261
            
            
            598,922Cash
                and cash equivalents at end of period
            
            $
            599,930
            
            $
            1,615,322Supplemental
                disclosures of cash flow information:Cash
                paid during the period forInterest
            
            $
            279
            
            $
            100Income
                taxes
            
            
            -
            
            
            -




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





8




**Collexis
        Holdings, Inc. and Subsidiaries**
 **Notes
        to Consolidated Financial Statements (Unaudited)**
  **NOTE
      1.****DESCRIPTION
      OF BUSINESS AND BASIS OF PRESENTATION**





Collexis
      Holdings, Inc., sometimes referred to as Collexis (or “we”) in these Notes, is a
      global software development company headquartered in Columbia, South Carolina
      with operations in Geldermalsen, the Netherlands and in Cologne, Germany.
      Collexis develops software that supports the knowledge intensive market-building
      tools to search and mine large sets of information. The Collexis Engine 6.0
      software enables discovery through identification, ordering and aggregation
      of
      ideas and concepts. Using public as well as proprietary thesauri of industry
      specific language, Collexis can create “fingerprints” of texts - such as
      articles, web pages, books and internal and external databases - that can be
      used in turn to find the most relevant information for a researcher or business
      professional.





Technology
      Holdings, Inc., which subsequently changed its name to Collexis Holdings, Inc.,
      filed a Current Report on Form 8-K with the SEC on February 14, 2007 to report
      the reverse merger whereby Collexis B.V., an operating company, became a wholly
      owned subsidiary of Technology Holdings, Inc., a reporting shell company.
      Collexis B.V., which was the acquirer in the merger for accounting purposes,
      had
      a calendar fiscal year. Technology Holdings, Inc., which was the acquiree in
      the
      merger for accounting purposes, has a fiscal year that ends on June 30. Because
      we adopted the July-June fiscal year of Technology Holdings, Inc., the
      consolidated financial statements this report are for the first quarter of
      our
      fiscal year.





We
      have
      prepared the consolidated financial statements included in this report in
      accordance with the rules and regulations of the U.S. Securities and Exchange
      Commission related to interim statements. The financial information contained
      in
      this report is unaudited; however, in the opinion of management, we have
      included all adjustments necessary for a fair presentation of such financial
      information. All such adjustments are of a normal recurring nature. The results
      of operations for the three months ended September 30, 2007 and 2006 are not
      necessarily indicative of the results expected for the full year.





**NOTE
      2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





*Principles
      of Consolidation*





The
      consolidated financial statements include the accounts of Collexis Holdings,
      Inc. and its wholly-owned subsidiaries, Collexis B.V. and Collexis, Inc., for
      all periods presented. All significant intercompany accounts and transactions
      have been eliminated in consolidation.





*Fiscal
      Year End*





The
      company’s fiscal year end for financial reporting is June 30. The company’s
      fiscal year end for income tax reporting is December 31.





*Fair
      Value of Financial Instruments*





Financial
      accounting standards Statement No. 107, “Disclosure About Fair Value of
      Financial Instruments,” requires the company to disclose, when reasonably
      attainable, the fair market values of its assets and liabilities that are deemed
      to be financial instruments. The carrying amounts and estimated fair values
      of
      the company’s financial instruments approximate their fair value due to their
      short-term nature.




9


**Collexis
          Holdings, Inc. and Subsidiaries**
 **Notes
          to Consolidated Financial Statements (Unaudited)**


*Use
      of Estimates*





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States requires management to make
      estimates and assumptions that affect the reported amounts of assets,
      liabilities, revenues and expenses and related disclosure of contingent assets
      and liabilities. Significant estimates include: the valuation of shares issued
      for services or in connection with acquisitions; the valuation of fixed assets
      and intangibles and their estimated useful lives; the valuation of investments;
      contingencies; and litigation. The company evaluates its estimates on an ongoing
      basis. Actual results could differ from those estimates under different
      assumptions or conditions.





*Revenue
      Recognition*





The
      company recognizes revenue in accordance with Statement of Position 97-2,
“Software Revenue Recognition” (“SOP 97-2”), and Statement of Position 98-9,
“Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
      Transactions.” The company recognizes revenue from non-cancelable software
      licenses when the license agreement has been signed, delivery has occurred,
      the
      fee is fixed or determinable and collectibility is probable. The company
      recognizes license revenue from resellers when an end user has placed an order
      with the reseller and the above revenue recognition criteria have been met
      with
      respect to the reseller. In multiple element arrangements, the company defers
      the vendor-specific objective evidence of fair value (“VSOE”) related to the
      undelivered elements and recognizes revenue on the delivered elements using
      the
      percentage-of-completion method.





The
      most
      commonly deferred elements are initial maintenance and consulting services.
      The
      company recognizes initial maintenance on a straight-line basis over the initial
      maintenance term. The company determines VSOE of maintenance by using a
      consistent percentage of maintenance fee to license fee based on renewal rates.
      The company recognizes maintenance fees in subsequent years on a straight-line
      basis over the life of the applicable agreement. Maintenance contracts entitle
      the customer to hot-line support and all unspecified product upgrades released
      during the term of the maintenance contract. Upgrades include any and all
      unspecified patches or releases related to a licensed software product.
      Maintenance does not include implementation services to install these upgrades.
      The company determines VSOE of services by using an average consulting rate
      per
      hour for consulting services sold separately, multiplied by the estimate of
      hours required to complete the consulting engagement.





Delivery
      of software generally occurs when the product (on CDs) is delivered to a common
      carrier. Occasionally, delivery occurs through electronic means whereby the
      company makes the software available to the customer through the company’s
      secure FTP (File Transfer Protocol) site. The company does not offer any
      customers or resellers a right of return.





For
      software license, services and maintenance revenue, the company assesses whether
      the fee is fixed and determinable, the company has performed the services and
      whether or not collection is probable. The company assesses whether the fee
      is
      fixed and determinable based on the payment terms associated with the
      transaction. If a significant portion of a fee is due after the company’s normal
      payment terms, which are 30 to 90 days from invoice date, the fee is not
      considered fixed and determinable. In these cases, the company recognizes
      revenue as the fees become due.





The
      company assesses assuredness of collection based on a number of factors,
      including past transaction history with the customer and the credit-worthiness
      of the customer. The company does not ask customers for collateral. If the
      company determines that collection of a fee is not probable, the company defers
      the fee and recognizes the revenue when collection becomes probable, which
      is
      generally when the company receives payment.




10


**Collexis
          Holdings, Inc. and Subsidiaries**
 **Notes
          to Consolidated Financial Statements (Unaudited)**


The
      company’s arrangements do not generally include acceptance clauses. If an
      arrangement includes an acceptance provision, however, acceptance occurs upon
      the earliest of receipt of a written customer acceptance or expiration of the
      acceptance period.





The
      company bills the majority of its training and consulting services based on
      hourly rates. The company generally recognizes revenue as it performs these
      services. However, when an arrangement with a customer is based on a fixed
      fee
      or requires significant work either to alter the underlying software or to
      build
      additional complex interfaces to enable the software to perform as the customer
      requests, the company recognizes the related revenue using the percentage of
      completion method of accounting. The percentage of completion method of
      accounting applies to the company’s custom programming services, which are
      generally contracted on a fixed fee basis. The company charges anticipated
      losses, if any, to operations in the period that the company determines such
      losses are probable.





The
      company recognizes revenues from transaction fees associated with subscription
      arrangements, which are billable on a per transaction basis, based on the actual
      number of transactions processed during the period.





In
      accordance with EITF Issue No. 01-14, “Income Statement Characterization of
      Reimbursement Received for ‘Out of Pocket’ Expenses Incurred,” the company
      classifies reimbursements received for out-of-pocket expenses as
      revenue.





*Foreign
      Currency Risk*





The
      company has conducted significant sales activity through its subsidiary based
      in
      Geldermalsen, the Netherlands. The majority of the sales activity has occurred
      in the Netherlands and Germany. The company has experienced foreign exchange
      gains and losses to date without engaging in any hedging
      activities.





The
      company’s foreign operations’ functional currency is the applicable local
      currency (primarily, the Euro). Assets and liabilities for these foreign
      operations are translated at the exchange rate in effect at the balance sheet
      date, and income and expenses are translated at average exchange rates
      prevailing during the period. Translation gains or losses are reflected in
      the
      statement of operations.





Under
      the
      terms of a Share Purchase Agreement described in Note 4 below, the company
      is
      required to make payments to the selling shareholders and managing directors
      of
      SyynX Solutions GmbH (“SyynX”), a German corporation, in four installments
      through October, 2010. Because these payment obligations are denominated in
      Euros, the company faces foreign exchange gains or losses which may have a
      significant impact on the company’s statement of operations and cash
      requirements in future periods.





*Cash
      and Cash Equivalents, and Marketable Securities*





The
      company invests its excess cash in money market funds. All highly liquid
      investments with stated maturities of three months or less from date of purchase
      are classified as cash equivalents; all highly liquid investments with stated
      maturities of greater than three months are classified as marketable
      securities.




11


**Collexis
          Holdings, Inc. and Subsidiaries**
 **Notes
          to Consolidated Financial Statements (Unaudited)**


*Loss
      per Common Share*





Loss
      per
      share is computed based on weighted average number of common shares outstanding
      and excludes any potential dilution. Diluted loss per share reflects the
      potential dilution that could occur if securities or other contracts to issue
      common stock were exercised or converted into common stock or resulted in the
      issuance of common stock, which would then share in the earnings of the company.
      The shares issuable upon the exercise of stock options are excluded from the
      calculation of net loss per share because their effect would be
      anti-dilutive.





During
      the periods presented, the company had 17,151,120 options outstanding that
      could
      potentially dilute basic earnings per share in the future, but were excluded
      from the computation of diluted earnings per share because their effect would
      have been anti-dilutive. ****





*Recently
      Issued Accounting Standards*





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes -
      an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting
      for uncertainty in income taxes recognized in an enterprise’s financial
      statements in accordance with Statement of Financial Accounting Standards
      (“SFAS”) No. 109, “Accounting for Income Taxes.” It prescribes that a company
      should use a more-likely-than-not recognition threshold based on the technical
      merits of the income tax position taken. Income tax positions that meet the
      more-likely-than-not recognition threshold should be measured to determine
      the
      tax benefit to be recognized in the financial statements. FIN 48 is effective
      in
      fiscal years beginning after December 15, 2006. The company is currently
      evaluating the impact of FIN 48 on its consolidated results of operations and
      financial condition.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      157”), which clarifies that fair value is the amount that would be exchanged to
      sell an asset or transfer a liability in an orderly transaction between market
      participants. Further, the standard establishes a framework for measuring fair
      value in generally accepted accounting principles and expands certain
      disclosures about fair value investments. SFAS 157 is effective for fiscal
      years
      beginning after November 15, 2007. The company does not expect the adoption
      of
      SFAS 157 to have a material effect on its consolidated financial position,
      results of operations or cash flows.





In
      December 2006, the FASB issued Staff Position (FSP) EITF 00-19-2, “Accounting
      for Registration Payment Arrangements.” This FSP specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      “Accounting for Contingencies.” The guidance is effective for fiscal years
      beginning after December 15, 2006. The company does not expect the adoption
      of
      the guidance to have a significant impact on the determination or reporting
      of
      its financial results.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. SFAS 159 is effective for fiscal years beginning after November
      15, 2007. The company does not expect the adoption of SFAS 159 to have a
      material effect on its consolidated financial position, results of operations
      or
      cash flows.




12


**Collexis
          Holdings, Inc. and Subsidiaries**
 **Notes
          to Consolidated Financial Statements (Unaudited)**


*Income
      Taxes*





Income
      taxes are accounted for under the asset and liability method. The asset and
      liability method requires that deferred tax assets be reduced by a valuation
      allowance if, based on the weight of available evidence, it is more likely
      than
      not that some portion or all of such assets will not be realized. Deferred
      tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities, and their respective tax bases and operating
      loss and tax credit carryforwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in the
      years in which those temporary differences are expected to be recovered or
      settled. The effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in operations in the period that includes the enactment
      date.





**NOTE
      3.**  **OPTION
      TO PURCHASE SYYNX WEBSOLUTIONS**





On
      October 9, 2006, the shareholders of SyynX granted to the company, in exchange
      for 500,000 euros (approximately US$700,000), the right to demand, for a two
      year period ending October, 2008, that these shareholders sell their shares
      in
      SyynX to the company for a purchase price of 5,000,000 euros (approximately
      US$7.0 million). The amounts paid can be used as a reduction of the purchase
      price if and when the company exercises the option. Additionally, if the merger
      is consummated, the company will grant 2.1 million options to purchase shares
      of
      the company’s stock to certain shareholders and employees of SyynX at an
      exercise price of $0.75 per share.





**NOTE
      4.**  **SUBSEQUENT
      EVENT**





On
      October 19, 2007, we exercised the option described in Note 3 above and entered
      into a Share Purchase Agreement with the shareholders and managing directors
      of
      SyynX. Under the Share Purchase Agreement, we agreed to purchase all of the
      capital stock of SyynX for an aggregate cash consideration of €5,923,267, or
      approximately US$8,488,343 at current exchange rates.





We
      purchased all of SyynX’s capital stock from SyynX WebSolutions GmbH and two
      individuals. SyynX WebSolutions GmbH owns 400,000 shares of our common stock.
      Under the terms of the Share Purchase Agreement, we agreed to pay the sellers
      in
      four installments as noted in the table below. We are required to pay interest
      at the rate of 1% per annum on the deferred portion of the purchase price
      beginning January 14, 2008. (Due to rounding of the payments to be made to
      several sellers and the reflection of a credit as noted below, the amounts
      below
      do not equal the gross amounts above.)





**Payment
                Date**
            
            **Payment
                Amount in Euros**
            
            **Payment
                Amount in US Dollars****at
                Current Exchange Rates**December
                31, 2007*
            
            €
            1,500,000
            
            $
            2,145,975October
                1, 2008
            
            
            1,485,149
            
            
            2,124,579October
                1, 2009
            
            
            1,224,918
            
            
            1,752,306October
                1, 2010
            
            
            1,212,871
            
            
            1,735,072€
            5,422,938
            
            $
            7,757,932





*  The
      payment amount on December 31, 2007 reflects a €500,000 reduction in light of
      the termination of Collexis’ right to receive reimbursement of the €500,000
      option payment previously made by Collexis B.V.





13


**Collexis
          Holdings, Inc. and Subsidiaries**
 **Notes
          to Consolidated Financial Statements (Unaudited)**


For
      additional information regarding this transaction, please see our Current Report
      on Form 8-K dated October 19, 2007, filed with the SEC on October 25, 2007.





14




**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





**Overview**





Collexis
      is a global software development company headquartered in Columbia, South
      Carolina with operations in Geldermalsen, the Netherlands and in Cologne,
      Germany. We develop software that supports the knowledge intensive
      market-building tools to search and mine large sets of information. Our Collexis
      Engine 6.0 software enables discovery through identification, ordering and
      aggregation of ideas and concepts. We generate our revenues primarily from
      licensing our software revenue, providing services to the users of our software,
      maintaining and supporting our software, selling related hardware and hosting
      software on an application service provider basis. Please see “Critical
      Accounting Policies” in this Item 2 below for an explanation of our critical
      accounting policies and estimates.





On
      October 19, 2007, we acquired SyynX Solutions GmbH (“SyynX”), a privately-held
      software company based in Cologne, Germany. We agreed to purchase all of the
      capital stock of SyynX for an aggregate cash consideration of €5,923,267, or
      approximately US$8,488,343 at current exchange rates. SyynX
      is
      our long-time software development partner, and we
      paid
      SyynX approximately US$852,000 in the 12 months ended June 30, 2007 . We are
      obligated to pay the SyynX shareholders €1,500,000, or approximately $2,145,975
      at current exchange rates, at December 31, 2007.





We
      had cash and cash equivalents of approximately $600,000 as of September 30,
      2007
      and approximately $2,063,000 as of November 13, 2007. For the three months
      ended
      September 30, 2007, we used a total of approximately $1,520,883 in cash in
      connection with operating activities. We anticipate continuing losses as we
      build out our platforms and develop the sales force to market our products.
      We
      will need substantial additional capital to pursue our growth plans, and we
      can
      give no assurance that we will be able to raise the additional capital we need
      on commercially acceptable terms or at all.





**Results
      of Operations**





**Three
      Months Ended September 30, 2007 Compared to Three Months Ended September 30,
      2006**





*Total
      Revenues* .
      Total
      revenues decreased approximately $11,000, or 3.4%, to approximately $317,000
      for
      the three months ended September 30, 2007 compared to approximately $328,000
      for
      the three months ended September 30, 2006. This decrease was due to a decline
      in
      services delivered in the period, partially offset by increases in license,
      maintenance and support, and hardware and hosting revenues resulting from the
      expansion of efforts in the university and research markets.





*License
      Revenue* .
      License
      revenue increased approximately $17,000, or 63%, to approximately $44,000 in
      the
      three months ended September 30, 2007 as compared to approximately $27,000
      in
      the three months ended September 30, 2006. This increase is primarily due to
      sales of new licenses and subscriptions in the government, university and
      research markets.





*Service
      Revenue* .
      Service
      revenue decreased approximately $53,000, or 64.5%, to approximately $158,000
      for
      the three months ended September 30, 2007 versus approximately $211,000 for
      the
      three months ended September 30, 2006. This decrease is due primarily to a
      reduction in services delivered to existing clients seeking to add profiles
      and
      libraries.





*Maintenance
      & Support Revenue* .
      Maintenance and support revenue increased approximately $16,000, or 18.6%,
      to
      approximately $102,000 for the three months ended September 30, 2007 as compared
      to approximately $86,000 in the three months ended September 30, 2006. This
      increase is due to an increase in the number and value of maintenance contracts
      sold to new licensees.




15




*Hardware
      & Hosting Revenue* .
      Hardware and hosting revenue was approximately $14,000 in the three months
      ended
      September 30, 2007 as compared to approximately $4,000 in the three months
      ended
      September 30, 2006.





*Cost
      of License Revenue* .
      Cost of
      license revenue was approximately $10,000 in the three months ended September
      30, 2007, due to third party license fees charged on some products.





*Cost
      of Service Revenue* .
      Cost of
      service revenue increased approximately $8,000, or 11.1%, to approximately
      $80,000 for the three months ended September 30, 2007 versus approximately
      $72,000 for the three months ended September 30, 2006. This increase was due
      to
      an increase in personnel costs associated with the development of our
      professional services staff.





*Cost
      of Maintenance & Support Revenue* .
      Cost of
      maintenance and support revenue increased approximately $8,000, or 6.2%, to
      approximately $138,000 for the three months ended September 30, 2007 versus
      approximately $130,000 for the three months ended September 30, 2006, primarily
      composed of minor variances in third party support costs.





*Cost
      of Hardware & Hosting Revenue* .
      Cost of
      hardware and hosting revenue was approximately $8,000 in the three months ended
      September 30, 2007, compared to approximately $6,000 in the three months ended
      September 30, 2006.





*General
      & Administrative Costs* .
      General
      and administrative costs increased to approximately $1.0 million for the three
      months ended September 30, 2007, compared to approximately $720,000 for the
      three months ended September 30, 2006, an increase of $311,000, or 43.4%. This
      increase is due primarily to the expansion of our global headquarters in
      Columbia, South Carolina, including higher costs associated with:





·
            compensation
                expense, which reflectsan
                approximately $29,000 increase in stock option costs and an approximately
                $80,000 increase in cash compensation;
                and


·
            professional
                fees associated with our public company requirements.





*Sales
      & Marketing* .
      Sales
      and marketing costs increased to approximately $611,000 for the three months
      ended September 30, 2007 as compared to approximately $198,000 in the three
      months ended September 30, 2006. This increase is due primarily to the salary
      and travel costs associated with the enhanced efforts of an expanded sales
      and
      marketing team, which grew from three full-time employees as of September 30,
      2006 to 12 full-time employees and a Chief Marketing Officer as of September
      30,
      2007, as well as an increase in expenses incurred in the expansion of our global
      marketing efforts during the period.





*Research
      & Development* .
      Research and development costs increased to approximately $303,000 for the
      three
      months ended September 30, 2007, compared to approximately $183,000 for the
      three months ended September 30, 2006, an increase of $120,000, or 65.6%. This
      increase is due to increases in salary, travel and related personnel costs
      associated with the expansion of our operations and the continued efforts to
      develop our Collexis 6.0 engine.





*Total
      Expenses and Net Loss* .
      As a
      result of the above factors, total expenses increased to approximately $2.2
      million for the three months ended September 30, 2007 as compared to
      approximately $1.3 million for the three months ended September 30, 2006. Our
      net loss increased to approximately $1.85 million for the three months ended
      September 30, 2007 versus a net loss of approximately $970,000 for the three
      months ended September 30, 2006.




16




**Liquidity
      and Capital Resources**





As
      of September 30, 2007, we had cash and cash equivalents of approximately
      $600,000. Our working capital deficit as of September 30, 2007 was approximately
      $(340,000), versus working capital of approximately $1.6 million at September
      30, 2006, representing a decrease in working capital of approximately $1.26
      million. As of June 30, 2007 we had working capital of approximately $550,000,
      representing a decrease in working capital of approximately $890,000 during
      the
      three months ended September 30, 2007. As of September 30, 2007, we had no
      outstanding debt.





During
      the three months ended September 30, 2007, we used net cash of $1.5 million
      for
      operating activities, primarily for developing our Collexis 6.0 engine, building
      out our worldwide headquarters and adding to our sales and marketing staff.
      We
      used additional cash of $64,000 for investing activities, primarily for the
      purchase of capital assets related to the continued expansion of our facilities.
      During the three months ended September 30, 2007, net cash provided by financing
      activities was approximately $2.0 million. We received net cash proceeds of
      approximately $2.65 million arising from stock subscriptions, and we used cash
      of $650,000 to repay a series of loans obtained in June 2007 from a
      shareholder.





As
      of November 13, 2007, we had cash and cash equivalents of approximately
      $2,063,000, not including cash at our recently-acquired Syynx subsidiary in
      Germany. This amount reflects the closing on November 9, 2007 of another private
      offering in which we sold 2,179,880 shares at a price of $0.75 per share, or
      $1,634,910 in total. Our
      management expects that with our present negative cash flows from operating
      activities and our current level of cash, we will require additional working
      capital to continue to grow our operations, develop our products or pursue
      acquisitions and comply with our reporting obligations as a public company.
      We
      are also obligated to pay the SyynX shareholders €1,500,000, or approximately
      $2,145,975 at current exchange rates, at December 31, 2007. As a result, we
      must
      seek additional capital to meet these working capital and acquisition-related
      needs.





We
      expect to raise additional capital through the sale of our common stock in
      the
      future, but we can provide no assurances in that regard. There
      can
      be no assurance that external financing will be available if needed in the
      future, or if available, that it would be available on terms acceptable to
      our
      management.





**Off-Balance
      Sheet Arrangements**





We
      have not entered into any transactions with unconsolidated entities in which
      we
      have financial guarantees, subordinated retained interests, derivative
      instruments or other contingent arrangements that expose us to material
      continuing risks, contingent liabilities or any other obligations under a
      variable interest in an unconsolidated entity that provides us with financing,
      liquidity, market risk or credit risk support.





**Critical
      Accounting Policies**





Management
      has based this discussion and analysis of financial condition and results of
      operations on our consolidated financial statements. The preparation of these
      consolidated financial statements in accordance with generally accepting
      accounting principles in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities,
      the
      disclosure of contingent assets and liabilities at the dates of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting periods. Management evaluates its critical accounting policies and
      estimates on a periodic basis.




17




A
      “critical accounting policy” is one that is both important to the understanding
      of the company’s financial condition and results of operations and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. Management believes the following accounting policies fit this
      definition:





*Revenue
      Recognition* .
      We
      recognize revenue in accordance with Statement of Position 97-2, “Software
      Revenue Recognition” (“SOP 97-2”), and Statement of Position 98-9, “Modification
      of SOP 97-2, Software Revenue Recognition, With Respect to Certain
      Transactions.” We recognize revenue from non-cancelable software licenses when
      the license agreement has been signed, delivery has occurred, the fee is fixed
      or determinable and collectibility is probable. We recognize license revenue
      from resellers when an end user has placed an order with the reseller and the
      reseller has met above revenue recognition criteria. In multiple element
      arrangements, we defer the vendor-specific objective evidence of fair value
      (“VSOE”) related to the undelivered elements and recognize revenue on the
      delivered elements using the percentage-of-completion method.





The
      most
      commonly deferred elements are initial maintenance and consulting services.
      We
      recognize initial maintenance on a straight-line basis over the initial
      maintenance term. We determine the VSOE of maintenance by using a consistent
      percentage of maintenance fee to license fee based on renewal rates. We
      recognize maintenance fees in subsequent years on a straight-line basis over
      the
      life of the applicable agreement. Maintenance contracts entitle the customer
      to
      hot-line support and all unspecified product upgrades released during the term
      of the maintenance contract. Upgrades include any and all unspecified patches
      or
      releases related to a licensed software product. Maintenance does not include
      implementation services to install these upgrades. We determine the VSOE of
      services by using an average consulting rate per hour for consulting services
      sold separately multiplied by the estimate of hours required to complete the
      consulting engagement.





Delivery
      of software generally occurs when the product (on CDs) is delivered to a common
      carrier. Occasionally, delivery occurs through electronic means in which we
      make
      the software available through our secure FTP (File Transfer Protocol) site
      or
      via a website-based download. We do not offer any customers or resellers a
      right
      of return.





For
      software license, services and maintenance revenue, we assess whether the fee
      is
      fixed and determinable and whether or not collection is probable. We assess
      whether the fee is fixed and determinable based on the payment terms associated
      with the transaction. If a significant portion of a fee is due after our normal
      payment terms, which are 30 to 90 days from invoice date, the fee is considered
      not fixed and determinable. In these cases, we recognize revenue as the fees
      become due.





We
      assess
      assuredness of collection based on a number of factors, including past
      transaction history with the customer and the credit-worthiness of the customer.
      We do not request collateral from customers. If we determine that collection
      of
      a fee is not probable, we defer the fee and recognize revenue when collection
      becomes probable, which is generally upon receipt of cash.





Our
      arrangements do not generally include acceptance clauses. If an arrangement
      includes an acceptance provision, however, acceptance occurs upon the earlier
      of
      receipt of a written customer acceptance or expiration of the acceptance
      period.




18




We
      bill
      the majority of our training and consulting services based on hourly rates.
      We
      generally recognize revenue as we perform these services. When we have an
      arrangement that is based on a fixed fee or requires significant work either
      to
      alter the underlying software or to build additional complex interfaces so
      that
      the software performs as the customer requests, however, we recognize the
      related revenue using the percentage of completion method of accounting. This
      method applies to our custom programming services, which are generally
      contracted on a fixed fee basis. We charge anticipated losses, if any, to
      operations in the period that we determine those losses to be
      probable.





We
      recognize revenues from transaction fees associated with subscription
      arrangements, which are billable on a per transaction basis and included in
      services revenue on the Consolidated Statements of Operations, based on the
      actual number of transactions processed during the period.





In
      accordance with EITF Issue No. 01-14, “Income Statement Characterization of
      Reimbursement Received for ‘Out of Pocket’ Expenses Incurred,” we classify
      reimbursements received for out-of-pocket expenses incurred as services revenue
      in the Consolidated Statements of Operations.





*Development
      Costs* .
      Our
      policy is to charge the costs of software development to the year in which
      these
      costs occurred. We establish technological feasibility and completion of the
      existing Engine. Generally, costs related to projects that reach technological
      feasibility upon completion of a working model are not capitalized, because
      the
      period between establishment of the working model and general availability
      is of
      short duration. The nature of our current development for software products
      is
      generally such that we can measure technological feasibility most effectively
      using the working model method, in which the time between establishment of
      a
      working model and general availability is short, which results in no costs
      that
      qualify for capitalization.





*Allowance
      for Doubtful Accounts* .
      We
      evaluate the collectibility of accounts receivable based on a combination of
      factors. When we are aware of circumstances that may impair a specific
      customer’s ability to meet its financial obligations, we record a specific
      allowance against amounts due, thereby reducing the net receivable to the amount
      our management believes is probable of collection. For all other customers,
      we
      recognize allowances for doubtful accounts based on the length of time the
      receivables are outstanding, the current business environment and historical
      experience.





*Income
      Taxes* .
      We
      account for income taxes under the asset and liability method. The asset and
      liability method requires that deferred tax assets be reduced by a valuation
      allowance if, based on the weight of available evidence, it is more likely
      than
      not that some portion or all of such assets will not be realized. We recognize
      deferred tax assets and liabilities for the future tax consequences attributable
      to differences between the financial statement carrying amounts of existing
      assets and liabilities, and their respective tax bases and operating loss and
      tax credit carryforwards. We measure deferred tax assets and liabilities using
      enacted tax rates we expect to apply to taxable income in the years in which
      we
      expect those temporary differences to be recovered or settled. We recognize
      the
      effect on deferred tax assets and liabilities of a change in tax rates in
      operations in the period that includes the enactment date.





**Recent
      Accounting Pronouncements**





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes -
      an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting
      for uncertainty in income taxes recognized in an enterprise’s financial
      statements in accordance with Statement of Financial Accounting Standards
      (“SFAS”) No. 109, “Accounting for Income Taxes.” It prescribes that a company
      should use a more-likely-than-not recognition threshold based on the technical
      merits of the income tax position taken. Income tax positions that meet the
      more-likely-than-not recognition threshold should be measured to determine
      the
      tax benefit to be recognized in the financial statements. FIN 48 is effective
      in
      fiscal years beginning after December 15, 2006. We are currently evaluating
      the
      impact of FIN 48 on our consolidated results of operations and financial
      condition.




19




In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No.
      157, “Fair Value Measurements” (“SFAS 157”), which clarifies that fair value is
      the amount that would be exchanged to sell an asset or transfer a liability
      in
      an orderly transaction between market participants. Further, the standard
      establishes a framework for measuring fair value in generally accepted
      accounting principles and expands certain disclosures about fair value
      investments. SFAS 157 is effective for fiscal years beginning after November
      15,
      2007. We do not expect the adoption of SFAS 157 to have a material impact on
      our
      consolidated financial position, results of operations or cash flows.





In
      December 2006, the FASB issued Staff Position (FSP) EITF 00-19-2, “Accounting
      for Registration Payment Arrangements.” This FSP specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      “Accounting for Contingencies.” The guidance is effective for fiscal years
      beginning after December 15, 2006. We have evaluated the new pronouncement
      and
      have determined that it did not have a significant impact on the determination
      or reporting of our financial results.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. SFAS 159 is effective for fiscal years beginning after November
      15, 2007. We do not expect the adoption of SFAS 159 to have a material impact
      on
      our consolidated financial position, results of operations or cash flows.





**ITEM
      3A(T)**  **CONTROLS
      AND PROCEDURES.**





Based
      on
      our management’s evaluation, with the participation of our Chief Executive
      Officer and Chief Financial Officer, Mr. William D. Kirkland, as of September
      30, 2007, the end of the period covered by this report, our Chief Executive
      Officer and Chief Financial Officer concluded that our disclosure controls
      and
      procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
      of 1934, as amended, (the “Exchange Act”)) were ineffective to ensure that
      information required to be disclosed by us in reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the rules and forms of the SEC and is accumulated
      and communicated to our management, including our Chief Executive Officer and
      Chief Financial Officer, as appropriate to allow timely decisions regarding
      required disclosure.





Our
      Chief
      Executive Officer and Chief Financial Officer reached the conclusion expressed
      in the preceding paragraph because of the following:





·
            We
                failed to prepare and report within the time periods specified in
                the
                rules and forms of the SEC a Current Report on Form 8-K describing a
                series of loans totaling $650,000 that we obtained in June 2007 from
                Margie Chassman, who owns 48.8% of our common stock. We repaid this
                loan
                in full on July 31, 2007. We filed that Form 8-K report on September
                28,
                2007.





·
            We
                failed to prepare and timely file a Current Report on Form 8-K describing
                the appointment of four new directors in July 2007. We filed that
                Form 8-K
                report on September 28, 2007.




20




In
      addition, after September 30, 2007:





·
            We
                determinedthat the unauditedfinancial
                statements of Collexis B.V. for the nine months ended September 30,
                2006
                included in a Current Report on Form 8-K dated February 14,
                2007could no longer be relied upon because they did not properly reflect
                the
                application of FASB No. 123(R) and improperly reflected a deferred
                tax
                asset. We filed an amendment to that Form 8-K report on October 24,
                2007.





·
            We
                determinedthat the unauditedfinancial
                statements of CollexisHoldings,
                Inc.for
                the three and nine months ended March 31, 2007 included in the Quarterly
                Report on Form 10-QSB of Collexis for the periods ended March 31,
                2007could no longer be relied upon because they did not properly reflect
                the
                application of FASB No. 123(R) and improperly reflected a deferred
                tax
                asset. We filed an amendment to that Form 10-QSB Quarterly Report
                on
                October 25, 2007.





·
            We
                determined that the audited financial statements for the six months
                ended
                June 30, 2007 and the year ended December 31, 2006included
                in the transition report on Form 10-KSB filed on October 16, 2007
                contained errors. We restated these audited financial statements
                in our
                Amendment No. 1 to the transition report on Form 10-KSB, filed on
                October
                29, 2007.





We
      believe that our failure to prepare and file the reports described above with
      the SEC accurately and within the time periods specified in the rules and forms
      of the SEC resulted from an inadequacy in our disclosure controls and
      procedures. We are in the process of improving our disclosure controls and
      procedures and are implementing other remediation measures that include the
      following:





·
            We
                hired experts from Intersect CFO, LLC to strengthen our disclosure
                controls and procedures, under the supervision of Scott R. Meyerhoff.
                Mr.
                Meyerhoff is one of the founding partners of Intersect CFO, LLC.
                Mr.
                Meyerhoff was executive vice president and chief financial officer
                of
                Infor Global Solutions, Inc., a global provider of enterprise software
                solutions, from April 2004 until May 2005 and served as chief
                financial officer for InterCept, Inc. from January 1998 until
                March 2004. Mr. Meyerhoff is a certified public accountant and has
                extensive experience in accounting for mergers and acquisitions.





·
            We
                have hired new corporate counsel to assist us in the preparation,
                review
                and filing of required SEC documents to strengthen our disclosure
                controls
                and procedures.





·
            We
                are in the process of hiring a new chief financial officer.





·
            We
                have recently formed a new independent audit committee composed of
                Mark
                Auerbach (Chairman), Frank Carlucci and John Macomber, each of whom
                has
                extensive experience in serving as the CFO or CEO of large public
                companies. The new audit committee reviewed this report and discussed
                it
                with management and our independent
                auditors.





There
      have been no changes in our internal control over financial reporting identified
      in the evaluation that occurred during the first quarter of fiscal year 2008
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.




21




**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





We
      are
      not party to any material litigation at this time.





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





We
      have
      reported on Form 8-K all sales of unregistered securities that we made in the
      quarter ended September 30, 2007.





**ITEM
      3.**  **DEFAULTS
      UPON SENIOR SECURITIES**





None.





**ITEM
      4.**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM
      5.**  **OTHER
      INFORMATION**





On
      November 9, 2007, we closed the sale of 2,179,880 shares of common stock at
      $0.75 per share to qualified investors under an exemption from registration
      contained in Section 4(2) of the Securities Act of 1933. We received gross
      proceeds from the offering of $1,634,910. We have used and intend to continue
      to
      use the proceeds from the offering for working capital. All of the purchasers
      were accredited investors, and there was no general solicitation. The share
      certificates evidencing the purchased shares will be affixed with a legend
      to
      indicate that the shares were sold in a private offering and their transfer
      is
      restricted.





**ITEM
      6.**  **EXHIBITS**





**Exhibit**
              **No.**
            
            **Description**31
            
            Certifications
                of William D. Kirkland pursuant to Section 302 of the Sarbanes-Oxley
                Act
                of 2002.32
            
            Certification
                of William D. Kirkland pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002. This exhibit is not “filed” for purposes of Section 18 of the
                Securities Exchange Act of 1934 but is instead furnished as provided
                by
                applicable rules of the SEC.





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**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.








Date:
      November 14, 2007




**COLLEXIS
              HOLDINGS, INC.**By:
            /s/ William
              D. KirklandWilliam
                D. Kirkland
              Chief
                Financial Officer
              (The
                registrant’s Principal Financial and Accounting Officer, who is duly
                authorized to sign this report)


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