**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**Form
      10-QSB/A**


**Amendment
      No. 1**




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




For
      the
      quarterly period ended March 31, 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 October 12,
      2007 was 63,561,210.





Transitional
      Small Business Disclosure Format (Check one): ).  o Yes  x No










**COLLEXIS
      HOLDINGS, INC.**


**Form 10-QSB/A**


**Amendment
      No. 1**


**For
      the Quarter Ended March 31, 2007**





**EXPLANATORY
      NOTE**





Technology
      Holdings, Inc., which subsequently changed its name to Collexis Holdings, Inc.
      (the registrant), 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. On October 11, 2007, we concluded that the unaudited financial
      statements of Collexis Holdings,
      Inc. for
      the
      three and nine months ended March 31, 2007 included in our Quarterly Report
      on
      Form 10-QSB of Collexis for the periods ended March 31, 2007 should
      no
      longer be relied upon because these
      financial statements did not properly reflect the application of FASB No. 123R
      and improperly reflected a deferred tax asset. The application of FASB No.
      123R
      was not possible at the time of filing the financial statements because the
      books and records of Collexis B.V related to stock option activity necessary
      to
      determine the appropriate expense for the relevant periods were incomplete.
      We
      are removing the deferred tax asset in the unaudited financial
      statements of Collexis Holdings for the three and nine months ended March 31,
      2007 because we have determined that the asset is not guaranteed based on future
      profits. We filed a Current Report on Form 8-K on October 16, 2007 to report
      that we had reached this conclusion.





This Amendment No. 1 to our Quarterly Report on Form
10-QSB for the
three and nine months ended March 31, 2007
amends only the items listed below.  With respect to each
item, we are amending the quarterly report to delete the disclosure
under that item contained in our Quarterly Report on Form 10-QSB, as
amended, and to replace it in its entirety with the disclosure contained
in this amendment. The financial statements included in this Amendment
No. 1 to our Quarterly Report on Form 10-QSB for the
three and nine months ended March 31, 2007 and March 31, 2006 restate the financial
statements included in
our initial Quarterly Report on Form 10-QSB for the
three and nine months ended March 31, 2007 and March 31,
2006.








**Table
                  of Contents**Page
                  No.Part
                  I - Financial Information
              4Item
                  1
              Financial
                  Statements
              4Item
                  2
              Management’s
                  Discussion and Analysis or Plan of Operation
              14Item
                  3A (T)
              Controls
                and
                Procedures
              16Item
                  6
              Exhibits
              17Signatures
              
              18Ex-31
                Section 302 Certification of CEO and
                CFOEx-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 local and regional
                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;
                and


·
            other
                factors discussed under the section entitled “Risk Factors” in our
                transition report on Form 10-KSB filed with the SEC or 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 Form
                10-QSB/A
                are as follows:5
            Consolidated
                Balance Sheet as of March 31, 20076
            Consolidated
                Statement of Operations for the three and nine months ended March
                31, 2007
                and 20067
            Consolidated
                Statement of Comprehensive Loss for the nine months ended March 31,
                2007
                and 20068
            Consolidated
                Statement of Cash Flows for the three and nine months ended March
                31, 20079
            Notes
                to Consolidated Financial
                Statements




These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended March 31, 2007
      are
      not necessarily indicative of the results that can be expected for the full
      year.





4




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




**March
                  31,****2007****ASSETS**Currents
                  assetsCash
                  and cash equivalents
              
              $
              1,533,755Accounts
                  receivable, net of allowance for doubtful accounts of
                  $84,088
              
              
              372,421Receivables
                  from related parties
              
              
              38,701Prepaid
                  expenses and other current assets
              
              
              530,621Total
                  current assets
              
              
              2,475,498Property
                  and equipment, at cost, net of accumulated depreciation of
                  $416,338
              
              
              140,349Other
                  assetsSecurity
                  deposit - rent
              
              
              28,782Other
                  long term assets
              
              
              79477Option
                  to purchase SyynX (note 3)
              
              
              938,0001,046,259$
              3,662,106**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  liabilitiesAccounts
                  payable trade
              
              $
              333,372Accrued
                  taxes and expenses
              
              
              858,530Deferred
                  revenue
              
              
              288,749Total
                  current liabilities
              
              
              1,480,651Stockholders’
                  equityCommon
                  stock, par value $0.001; authorized 277,713,000 shares; 59,818,728
                  shares
                  issuedand
                  outstanding for the period ending March 31, 2007
              
              
              59,819Additional
                  paid-in capital
              
              
              13,686,392Accumulated
                  other comprehensive income
              
              
              (93,627
              )Accumulated
                  deficit
              
              
              (11,471,129
              )2,181,455$
              3,662,106The
                  accompanying notes are an integral part of these consolidated financial
                  statements.





5





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




**Three
                  Months Ended March 31,**
              
              **Nine
                  Months Ended March 31,****2007**
              
              **2006**
              
              **2007**
              
              **2006**RevenueSales
              
              $
              578,555
              
              $
              626,024
              
              $
              1,586,538
              
              $
              1,044,425Cost
                  of sales
              
              
              273,613
              
              
              184,101
              
              
              835,023
              
              
              557,250Gross
                  profit
              
              
              304,942
              
              
              441,923
              
              
              751,515
              
              
              487,175ExpensesGeneral
                  and administrative
              
              
              1,992,779
              
              
              729,660
              
              
              4,817,122
              
              
              1,667,905Sales
                  and marketing
              
              
              66,882
              
              
              31,104
              
              
              203,531
              
              
              39,002Depreciation
              
              
              15,501
              
              
              7,005
              
              
              33,778
              
              
              19,6092,075,162
              
              
              767,769
              
              
              5,054,431
              
              
              1,726,516Loss
                  before other income and income tax expense
              
              
              (1,770,220
              )
              
              (325,846
              )
              
              (4,302,916
              )
              
              (1,239,341
              )Interest
                  income
              
              
              3,975
              
              
              441
              
              
              34,627
              
              
              7,140Loss
                  before income tax expense
              
              
              (1,766,245
              )
              
              (325,405
              )
              
              (4,268,289
              )
              
              (1,232,200
              )Income
                  tax expense
              
              
              -
              
              
              (1,595,529
              )
              
              -
              
              
              (1,369,237
              )NET
                  LOSS
              
              $
              (1,766,245
              )
              $
              (1,920,933
              )
              $
              (4,268,289
              )
              $
              (2,601,437
              )Basic
                  and diluted common shares outstanding
              
              
              58,400,549
              
              
              23,142,857
              
              
              57,448,195
              
              
              23,142,857Basic
                  and diluted net loss per share
              
              $
              (0.03
              )
              $
              (0.08
              )
              $
              (0.07
              )
              $
              (0.11
              )The
                  accompanying notes are an integral part of these consolidated financial
                  statements.





6




**Collexis
                Holdings, Inc. and Subsidiaries****Consolidated
                Statement of Comprehensive Loss****for
                the nine months ended March 31,****(Unaudited)**




**2007**
              
              **2006**Net
                  loss
              
              $
              (4,268,289
              )
              $
              (2,601,437
              )Foreign
                  currency translation adjustment
              
              
              93,627
              
              
              (26,785
              )Comprehensive
              
              $
              (4,174,662
              )
              $
              (2,628,222
              )The
                  accompanying notes are an integral part of these consolidated financial
                  statements.




7




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




**Nine
                  Months Ended March 31,****2007**
              
              **2006**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (4,268,289
              )
              $
              (2,601,437
              )Adjustments
                  to reconcile net loss to net cash (used in) provided by operating
                  activitiesDepreciation
                  and amortization
              
              
              33,778
              
              
              19,875Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              659,096
              
              
              (107,917
              )Allowance
                  for bad debts
              
              
              32,160
              
              
              (7,961
              )Stock
                  option compensation expense
              
              
              874,489
              
              
              22,902Prepaid
                  expenses
              
              
              (442,673
              )
              
              4,378Other
                  receivables
              
              
              (26,955
              )
              
              (285,913
              )Deferred
                  tax assets
              
              
              -
              
              
              1,465,274Other
                  and deferred charges
              
              
              (504,035
              )
              
              3,765Accounts
                  payable
              
              
              107,518
              
              
              29,950Accrued
                  expenses
              
              
              386,145
              
              
              (61,160
              )Deferred
                  revenue
              
              
              121,220
              
              
              (15,232
              )Net
                  cash (used in) provided by operating activities
              
              
              (3,027,546
              )
              
              (1,533,475
              )Cash
                  flows from investing activitiesAcquisition
                  of equipment
              
              
              (102,244
              )
              
              3,460Option
                  to purchase Syynx
              
              
              (937,510
              )
              
              -Net
                  cash used in investing activities
              
              
              (1,039,754
              )
              
              3,460Cash
                  flows from financing activitiesCash
                  received on subscribed stock
              
              
              4,898,263
              
              
              2,089,966Net
                  cash provided by financing activities
              
              
              4,898,263
              
              
              2,089,966Net
                  increase (decrease) in cash
              
              
              830,963
              
              
              559,951Effect
                  of exchange rate changes on cash
              
              
              (146,180
              )
              
              (197,938
              )Cash
                  and cash equivalents at beginning of period
              
              
              848,972
              
              
              189,846Cash
                  and cash equivalents at end of period
              
              $
              1,533,755
              
              $
              551,859Supplemental
                  disclosures of cash flow information:Cash
                  paid during the period forInterest
              
              $
              38,730
              
              $
              3,358Income
                  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 in these Notes, is a global
      software development company formed in the Netherlands with worldwide
      headquarters in Columbia, South Carolina. 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.
      (the registrant), 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.





The
      consolidated financial statements have been prepared in accordance with the
      rules and regulations of the U.S. Securities and Exchange Commission related
      to
      interim statements. The financial information contained herein is unaudited;
      however, in the opinion of management, all adjustments necessary for a fair
      presentation of such financial information have been included. All such
      adjustments are of a normal recurring nature. The results of operations for
      the
      three and nine months ended March 31, 2007 and 2006 are not necessarily
      indicative of the results expected for the full year.





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





*Basis
      of Presentation*





The
        accompanying consolidated financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States for financial
        reporting and in accordance with Regulation S-X. The results of operations
        of
        Collexis Holdings, Inc. and its wholly-owned subsidiaries, Collexis B.V.
        and
        Collexis, Inc., are included for all periods presented.





*Principles
      of Consolidation*





The
      consolidated financial statements include the accounts of the company and its
      wholly-owned subsidiaries. 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.





*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.





*Loss
      per Common Share*





Loss
      per
      share (“EPS”) is computed based on weighted average number of common shares
      outstanding and excludes any potential dilution. Diluted EPS 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 15,731,120 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. ****


11
  **Collexis
        Holdings, Inc.** **and
        Subsidiaries**
 **Notes
        to Consolidated Financial Statements (Unaudited)**


*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.





*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 WebSolutions GmbH (“SyynX”), a German
      corporation, granted to the Company, in exchange for 500,000 euros
      (approximately $700,000USD), 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 $7.0 million USD). 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




12
  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.
  13


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





**Overview**





We
      are a
      global software development company formed in the Netherlands with worldwide
      headquarters in Columbia, South Carolina. 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 6 below for an explanation
      of our critical accounting policies and estimates.





We
        had
        cash and cash equivalents of approximately $1.2 million as of March 31, 2007.
        For the nine months ended March 31, 2007, we used a total of approximately
        $3,028,000 in cash in connection with operating activities. We anticipate
        continuing losses as we build out our platforms and develop the salesforce
        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 March 31, 2007 Compared to Three Months Ended March 31,
      2006**





*Net
        Loss* . **** We
        incurred a net loss of approximately $1.8 million for the three months ended
        March 31, 2007 versus a net loss of approximately $1.9 million for the prior
        year quarter, a decrease of 5%. The decrease in net loss is due to the one-time
        write off of the deferred tax asset in the first quarter of 2006 in the amount
        of approximately $1.6 million, partially offset by an increase in loss before
        income tax expenses of approximately $1.5 million for the three months
        ended March 31, 2007. This offsetting increase resulted primarily
        from:





·
            the
                ramp up of personnel and operations in the U.S.
                market;


·
            an
                increase in legal, professional, and accounting fees associated with
                our
                reverse merger and our becoming a public company;
                and


·
            an
                increase in stock option compensation
                costs.





Our
      ability to achieve profitable operations depends in part on increasing revenue
      through planned expansion. Given the uncertainties surrounding the timing of
      adding new customers and developing new markets, we cannot provide any assurance
      regarding when we will show profitable results, if at all.





*Net
      Sales* . Net
      sales
      for the three months ended March 31, 2007 decreased to $579,000 from $626,000
      in
      the prior year quarter. The decrease is due to a concerted effort to sell our
      products on a subscription basis rather than on a one-time license fee basis.





*Cost
      of Sales* . Cost
      of
      sales for the three months ended March 31, 2007 was $274,000 compared to
      $184,000 for the three months ended March 31, 2006. The increase in cost of
      sales is directly related to an increase in payments to SyynX WebSolutions
      GmbH,
      a related party vendor, associated with the implementation of our
      clients.





*Gross
      Profit* . Gross
      profit for the three months ended March 31, 2007 was $305,000, or 53.0% of
      net
      sales, versus a gross profit of $442,000, or 71% of net sales for the three
      months ended March 31, 2006. The reasons are as outlined above.





14


*General
        and Administrative Expenses* . General
        and administrative expenses were approximately $2.0 million for the three
        months
        ended March 31, 2007, compared to approximately $730,000 for the three months
        ended March 31, 2006, reflecting an increase of approximately $1.3 million,
        an
        increase of 178%. The increase is due primarily to hiring of additional
        employees in the areas of management, administration and sales; an increase
        in
        stock option compensation costs of $510,000; an increase in professional
        services costs related to our public company requirements; and costs related
        to
        the ramp up of our U.S. operations.





*Sales
      and Marketing* .
      Sales
      and marketing expense for the three months ended March 31, 2007 was $67,000
      compared to $31,000 in the same period last year. This increase is related
      to
      the build out of our US sales force and the ramp up of our sales efforts in
      the
      U.S. market.





*Depreciation* . Depreciation
      expense for the three months ended March 31, 2007 was $16,000 compared to $7,000
      for the prior year quarter. This increase is primarily attributable to the
      fixed
      asset additions associated with the start-up of the corporate headquarters
      in
      the US.





**Nine
      Months Ended March 31, 2007 Compared to Nine Months Ended March 31,
      2006**





*Net
        Loss* . ****W e
        incurred a net loss of approximately $4.3 million for the nine months ended
        March 31, 2007 versus a net loss of approximately $2.6 million for the prior
        year period, an increase of $1.7 million, or 65.4%. The increase in net loss
        resulted primarily from:





·
            the
                ramp up of personnel and operations in the U.S.
                market;


·
            an
                increase in legal, professional, and accounting fees associated with
                our
                reverse merger and our becoming a public company;
                and


·
            an
                increase in stock option compensation
                costs.





This
      increase is partially offset by the one-time write off of the approximately
      $1.6
      million deferred tax asset in the first quarter of 2006.





Our
      ability to achieve profitable operations depends in part on increasing revenue
      through planned expansion. Given the uncertainties surrounding the timing of
      adding new customers and developing new markets, we cannot provide any assurance
      regarding when we will show profitable results, if at all.





*Net
      Sales* . **** Net
      sales for the nine months ended March 31, 2007 increased to $1.6 million from
      $1
      million in the prior year period. The increase is due to a ramp up of business
      efforts in the U.S., partially offset by a concerted effort to sell our products
      on a subscription basis rather than on a one-time license fee basis.





*Cost
      of Sales* . Cost
      of
      sales for the nine months ended March 31, 2007 was $835,000 compared to $557,000
      for the nine months ended March 31, 2006. The increase in cost of sales is
      directly related to an increase in payments to SyynX, a related party vendor,
      associated with the implementation of our clients.





*Gross
      Profit* . **** Gross
      profit for the nine months ended March 31, 2007 was $752,000, or 47% of net
      sales, versus a gross profit of $487,000, or 47% of net sales for the nine
      months ended March 31, 2006. The reasons are as outlined above.





*General
        and Administrative Expenses* . **** General
        and administrative expenses were approximately $4.8 million for the nine
        months
        ended March 31, 2007, compared to approximately $1.7 million for the nine
        months
        ended March 31, 2006, reflecting an increase of approximately $3.1 million,
        or
        182.4%. The increase is due primarily to hiring of additional employees in
        the
        areas of management, administration and sales; an increase in stock option
        compensation costs of $850,000; an increase in professional services costs
        related to our becoming a public company; and costs related to the establishment
        of our global headquarters and the ramp up of our U.S.
        operations.





15


*Sales
      and Marketing* .
      Sales
      and marketing expense for the nine months ended March 31, 2007 was $204,000
      compared to $39,000 in the same period last year. This increase is related
      to
      the build out of our U.S. sales force and the ramp up of our sales efforts
      in
      the US market.





*Depreciation* . **** Depreciation
      expense for the nine months ended March 31, 2007 was $34,000 compared to $20,000
      for the prior year quarter. This increase is primarily attributable to the
      fixed
      asset additions associated with the start-up of the corporate headquarters
      in
      the US.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007, we had cash and cash equivalents of $1.5 million. Our working
      capital as of March 31, 2007 was $1.0 million, representing an increase in
      working capital of $280,000 compared to working capital of $720,000 at June
      30,
      2006. As of March 31, 2007, we had no outstanding debt.





During
        the nine months ended March 31, 2007, we used net cash of $3.0 million for
        operating activities. We used additional cash of $100,000 for investing
        activities which was primarily for the purchase of capital assets. During
        the
        nine months ended March 31, 2007, we received cash proceeds of $4.9 million
        arising from the issuance of additional shares.





We
      will
      need substantial additional capital to pursue our growth plans. We may seek
      to
      raise capital through additional equity offerings, debt financing, bond
      financing, asset sales or a combination of these methods. We are currently
      in
      preliminary discussions with several intermediaries, advisors and investors
      to
      structure and raise additional funds. We currently have no commitments for
      any
      additional financing, and we can give no assurance that we will be able to
      raise
      additional capital we need on commercially acceptable terms or at all. Our
      failure to raise capital as needed would significantly restrict our growth
      and
      hinder our ability to compete. We may need to curtail expenses, reduce planned
      investments in technology and research and development and forgo business
      opportunities. Additional equity financings are likely to be dilutive to holders
      of our common stock, and debt financing, if available, may involve significant
      payment obligations and covenants that restrict how we operate our
      business.





**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.





**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 March 31,
      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 we determined that the
        following financial statements should no longer be relied upon because of
        errors
        in those financial statements:


16


·
            theunauditedfinancial
                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, 2007;
                and





·
            theunauditedfinancial
                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 we initially filed for the periods
                ended
                March 31, 2007.





In
      each
      case, these financial statements did not properly reflect the application of
      FASB No. 123R and improperly reflected a deferred tax asset.





We
      believe that our failure to prepare and file the reports described above with
      the SEC as 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 The Intersect Group,
                Inc. and
                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.





There
      have been no changes in our internal control over financial reporting identified
      in the evaluation that occurred during our fourth quarter of fiscal year 2007
      that have materially affected, or are reasonably likely to materially affect,
      our internal control over financial reporting.





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





The
      exhibits described in the following Index to Exhibits are filed as part of
      this
      report on Form 10-QSB/A.




**Exhibit****No.**
            
            **Description**31
            
            Certifications
                of William D. Kirkland, Chief Executive Officer and Chief Financial
                Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32
            
            Certification
                of William D. Kirkland, Chief Executive Officer and Chief Financial
                Officer, 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.




17




**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.




**COLLEXIS
              HOLDINGS, INC.**Date: October
              23, 2007
            By:
            /s/ William
              D. KirklandWilliam
              D. KirklandChief Financial Officer
              (The
                registrant’s Principal Financial and
              Accounting
                Officer, who is duly authorized to sign
              this
                report)




18