UNITED STATES

SECURITIES AND EXCHANGE
		COMMISSION

Washington, DC 20549

FORM 10-QSB

|x | Quarterly Report pursuant to Section
				13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

For the quarterly period ended March 31,
		2007

|o | Transition Report pursuant to 13 or
				15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the transition period
		__________   to __________

Commission File Number:
		333-115444

Collexis Holdings, Inc.

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



| | Nevada(State or other jurisdiction of incorporation or
			 organization) |  | 20-0987069(IRS Employer Identification No.) | 
| | ------------------------------------------------------------------------ |  | ------------------------------------------- | 

1201 Main Street, Suite 980, Columbia, SC
		29201

(Address of principal executive
		offices)

803-727-1113

(Issuers telephone number)



(Former name, former address and former
		fiscal year, if changed since last report)

Technology Holdings, Inc.

7311 W. Charleston Blvd., Suite 110, Las
		Vegas, NV, 89117

Check whether the issuer (1) filed all
		reports required to be filed by Section 13 or 15(d) of the Securities Exchange
		Act of 1934 during the preceding 12 months (or for such shorter period that the
		issuer was required to file such reports), and (2) has been subject to such
		filing requirements for the past 90 days xYes o
		No

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

State the number of shares outstanding of
		each of the issuers classes of common stock, as of the latest practicable
		date:59,818,728 common shares as of
		March 31, 2007.

Transitional Small Business Disclosure
		Format (check one):YesoNox



---



TABLE OF CONTENTS



PagePART I - FINANCIAL
				  INFORMATIONItem 1.
			 
			 Financial Statements
			 
			 3Item 2.
			 
			 Management Discussion and Analysis
				  of Financial Condition and Results of Operations
			 
			 10Item 3.
			 
			 Quantitative and Qualitative
				  Disclosures About Market Risk
			 
			 12Item 4.
			 
			 Controls and Procedures
			 
			 12PART II - OTHER
				  INFORMATIONItem 1.
			 
			 Legal Proceedings
			 
			 13Item 2.
			 
			 Unregistered Sales of Equity
				  Securities and Use of Proceeds
			 
			 13Item 3.
			 
			 Defaults Upon Senior
				  Securities
			 
			 13Item 4.
			 
			 Submission of Matters to a Vote of
				  Security Holders
			 
			 13Item 5.
			 
			 Other Information
			 
			 13Item 6.
			 
			 Exhibits
			 
			 13




---



PART I - FINANCIAL INFORMATION

Item 1. Financial
		Statements

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



F-1
			 
			 Consolidated Balance Sheet as of
				  March 31, 2007F-2
			 
			 Consolidated Statement of Operations
				  for the three and nine months ended March 31, 2007 and 2006F-3
			 
			 Consolidated Statement of
				  Comprehensive Loss for the nine months ended March 31, 2007 and 2006F-4
			 
			 Consolidated Statement of Cash Flows
				  for the three and nine months ended March 31, 2007F-5
			 
			 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.



---



Collexis Holdings, Inc.
		and Subsidiaries

Consolidated Balance Sheets

(Unaudited)



March 31,2007ASSETSCurrent assetsCash and cash equivalents
			 
			 $
			 1,533,755Accounts receivable, net of
				  allowance for doubtful accounts of $84,088 (2007) and $ 51,928 (2006)
			 
			 
			 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 and $357,737
			 
			 
			 140,349Other assetsDeferred tax assets
			 
			 
			 2,262,293Security deposit - rent
			 
			 
			 28,782Other long term assets
			 
			 
			 79,477Option to purchase Syynx (Note
				  3)
			 
			 
			 938,0003,308,552$
			 5,924,399LIABILITIES AND STOCKHOLDERS'
				  EQUITYCurrent liabilitiesAccounts payable trade
			 
			 $
			 333,372Accrued taxes and expenses
			 
			 
			 858,530Deferred revenue
			 
			 
			 288,749Total current liabilities
			 
			 
			 1,480,651Commitments and contingencies
			 
			 
			 Stockholders equityCommon stock, par value $0.001;
				  authorized 277,713,000 shares; 59,818,728 shares issued outstanding for the
				  period ending March 31, 2007
			 
			 
			 59,819Additional paid-in capital
			 
			 
			 12,753,767Accumulated other comprehensive
				  income
			 
			 
			 109,018Accumulated deficit
			 
			 
			 (8,478,856
			 )4,443,748$
			 5,924,399


The accompanying notes are an integral part
		of these consolidated

financial statements



---



Collexis Holdings, Inc.
		and Subsidiaries

Consolidated Statements of Operations

(Unaudited)



Three Months Ended March
				  31,
			 
			 Nine Months Ended March
				  31,2007
			 
			 2006
			 
			 2007
			 
			 2006RevenueSales
			 
			 $
			 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
			 
			 
			 1,455,849
			 
			 
			 706,757
			 
			 
			 3,942,633
			 
			 
			 1,645,002Sales and marketing
			 
			 
			 66,882
			 
			 
			 31,104
			 
			 
			 203,531
			 
			 
			 39,002Depreciation
			 
			 
			 15,501
			 
			 
			 7,005
			 
			 
			 33,778
			 
			 
			 19,6091,538,232
			 
			 
			 744,866
			 
			 
			 4,179,942
			 
			 
			 1,703,613Loss before other income and income
				  tax benefit
			 
			 
			 (1,233,290
			 )
			 
			 (302,943
			 )
			 
			 (3,428,427
			 )
			 
			 (1,216,438
			 )Interest income
			 
			 
			 3,975
			 
			 
			 441
			 
			 
			 34,627
			 
			 
			 7,140Loss before income tax
				  benefit
			 
			 
			 (1,229,315
			 )
			 
			 (302,502
			 )
			 
			 (3,393,800
			 )
			 
			 (1,209,298
			 )Income tax benefit
			 
			 
			 172,414
			 
			 
			 36,088
			 
			 
			 502,316
			 
			 
			 262,380NET LOSS
			 
			 $
			 (1,056,901
			 )
			 $
			 (266,415
			 )
			 $
			 (2,891,484
			 )
			 $
			 (946,918
			 )Basic and diluted common shares
				  outstanding
			 
			 
			 58,400,549
			 
			 
			 23,142,857
			 
			 
			 57,448,195
			 
			 
			 23,142,857Basic and diluted net loss per
				  share
			 
			 $
			 (0.02
			 )
			 $
			 (0.01
			 )
			 $
			 (0.05
			 )
			 $
			 (0.04
			 )


The accompanying notes are an integral part
		of these consolidated

financial statements.



---



Collexis Holdings, Inc.
		and Subsidiaries

Consolidated Statement Of Comprehensive
		Loss

for the nine months ended March 31,

(Unaudited)



2007
			 
			 2006Net loss
			 
			 $
			 (2,891,484
			 )
			 $
			 (946,918
			 )Foreign currency translation
				  adjustment
			 
			 
			 (109,018
			 )
			 
			 (20,001
			 )Comprehensive loss
			 
			 $
			 (3,000,502
			 )
			 $
			 (966,919
			 )






---



Collexis Holdings, Inc.
		and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)



Nine Months Ended March
				  31,2007
			 
			 2006Cash flows from operating
				  activities:Net loss
			 
			 $
			 (2,891,484
			 )
			 $
			 (946,918
			 )Adjustments to reconcile net loss to
				  net cash (used in) provided by operating activitiesDepreciation and amortization
			 
			 
			 33,778
			 
			 
			 19,875Changes in operating assets and
				  liabilitiesAccounts receivable
			 
			 
			 659,096
			 
			 
			 (107,917
			 )Allowance for bad debts
			 
			 
			 32,160
			 
			 
			 (7,961
			 )Prepaid expenses
			 
			 
			 (442,673
			 )
			 
			 4,378Other receivables
			 
			 
			 (26,955
			 )
			 
			 (285,913
			 )Deferred tax assets
			 
			 
			 (559,719
			 )
			 
			 167,891Other and deferred charges
			 
			 
			 (504,035
			 )
			 
			 (3,765
			 )Accounts payable
			 
			 
			 107,518
			 
			 
			 29,950Accrued expenses
			 
			 
			 386,145
			 
			 
			 (61,160
			 )Deferred revenue
			 
			 
			 121,220
			 
			 
			 (15,232
			 )Net cash (used in) provided by
				  operating activities
			 
			 
			 (3,084,949
			 )
			 
			 (1,535,024
			 )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
			 
			 
			 773,560
			 
			 
			 (388,516
			 )Effect of exchange rate changes on
				  cash
			 
			 
			 (88,777
			 )
			 
			 (196,389
			 )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.



---



Collexis Holdings, Inc.and Subsidiaries

Notes to Consolidated Financial
		Statements (Unaudited)

March 31, 2007

Note 1. DESCRIPTION OF BUSINESS AND BASIS
		OF PRESENTATION

Collexis, based in Columbia, South Carolina,
		is a software development company centered around the ability to develop
		software that enables discovery through identification, ordering and
		aggregation of ideas and concepts. Using public as well as proprietary thesauri
		of industry specific language, we can create fingerprints of texts,
		such as articles, web pages, books and internal and external databases, which
		can be used in turn to find the most relevant information to answer any
		question a researcher or business professional might have. Our initial focus is
		on five key markets  university and medical research, government,
		healthcare, biotechnology / pharmaceuticals and legal - each representing a
		software sales market with current opportunities in excess of $1
		billion.

Our company was founded in 1999 in the
		Netherlands. Our mission is to develop software that supports knowledge
		extraction and discovery across multiple industries and in multiple languages.
		Our technology, in addition to having customary data and information retrieval
		capabilities, is also able to discover relationships between elements of
		different information sources through clustering and aggregation.

Pursuant to the terms of an Agreement and
		Plan of Merger dated February 13, 2007 (the Merger Agreement) by
		and between Technology Holdings, Inc. (the Company) and Collexis
		Delaware, Collexis Delaware merged with and into the Company (the
		Merger), such that the Company was the surviving corporation with a
		change of corporate name to Collexis Holdings, Inc. Immediately prior to the
		Merger, Collexis Delaware had acquired through a share exchange approximately
		99.5% of the outstanding capital stock of Collexis B.V. (we or
		us or Collexis), which, as a result of the Merger,
		became a wholly-owned subsidiary of the Company in exchange for 3,000 shares of
		the common stock, par value $.001 per share, of Collexis Delaware. Prior to the
		merger the Company was a development stage company, organized as a Nevada
		limited liability company, with no operations.

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 unaudited consolidated
		financial statements have been prepared in accordance with accounting
		principles generally accepted in the United States for interim financial
		reporting and in accordance with Rule 10-01 of Regulation S-X.

In the opinion of management, the unaudited
		interim financial statements contained in this report reflect all adjustments,
		consisting of only normal recurring accruals, which are necessary for a fair
		presentation of the financial position, and the results of operations for the
		interim periods presented. The results of operations for any interim period are
		not necessarily indicative of results for the full year.

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.

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. Revenue from non-cancelable software licenses is recognized
		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. Initial maintenance is recognized
		on a straight-line basis over the initial maintenance term. The VSOE of
		maintenance is determined by using a consistent percentage of maintenance fee
		to license fee based on renewal rates. Maintenance fees in subsequent years are
		recognized 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 VSOE of services is determined 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 where the software is made available through
		our 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 services have been performed 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 our 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. Collateral is not
		requested from customers. If it is determined that collection of a fee is not
		probable, the fee is deferred and revenue is recognized at the time collection
		becomes probable, which is generally upon receipt of cash.

The Companys arrangements do not
		generally include acceptance clauses. However, if an arrangement includes an
		acceptance provision, acceptance occurs upon the earliest of receipt of a
		written customer acceptance or expiration of the acceptance period.

The majority of our training and consulting
		services are billed based on hourly rates. The Company generally recognizes
		revenue as these services are performed. However, when there is 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, theCompany recognizes the related revenue using the
		percentage of completion method of accounting. This would apply to our custom
		programming services, which are generally contracted on a fixed fee basis.
		Anticipated losses, if any, are charged to operations in the period such losses
		are determined to be probable.

Revenues from transaction fees associated
		with subscription arrangements, billable on a per transaction basis, are
		recognized 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, reimbursements received for
		out-of-pocket expenses incurred are classified as revenue.

Foreign Currency
		Risk

The Company has conducted significant sales
		activity through its subsidiary based in the Geldermalsen, 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 19,356,120 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 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. The Company does not expect the
		adoption of SFAS 157 to have a material impact 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 has evaluated the new
		pronouncement and has determined that it did not 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 impact 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 carry
		forwards. 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. INVESTMENT IN SYYNX
		SOLUTIONS GMBH OPTION

On October 9, 2006, the shareholders of
		SyynX Web Solutions Gmbh (SyynX) a German corporation, granted to
		the Company, in exchange for 500,000 euros (approximately $640,000), 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 $6,400,000). As of March 31, 2007, 700,000 euros (approximately $940,000) has been paid to acquire the option and toward the purchase price, althought the Company has no commitment to exercise the option. The purchase price to acquire the option has
		been paid.

---



Item 2. Management
		Discussion and Analysis of Financial Condition and Results of
		Operations

Safe Harbor Statement under the Private
		Securities Litigation Reform Act of 1995.

The statements in this report that are
		not historical facts are forward-looking statements that involve a number of
		known and unknown risks, uncertainties and other factors, all of which are
		difficult or impossible to predict and many of which are beyond our control,
		that may cause our actual results, performance or achievements to be materially
		different from any future results, performance or achievements expressed or
		implied by those forward-looking statements. These risks are detailed in our
		Current Report in our Form 8-K dated February 14, 2007 and in other SEC
		filings. The words believe, anticipate,
		expect, project, provide guidance and
		similar expressions identify forward-looking statements. Readers should not
		place undue reliance on these forward- looking statements, which speak only as
		of the date the statement was made.

Overview

Collexis, based in Columbia, South Carolina,
		is a software development company. Our core technology is centered around our
		ability to develop software that enables discovery through identification,
		ordering and aggregation of ideas and concepts. Using public as well as
		proprietary thesauri of industry specific language, we can create
		fingerprints of texts, such as articles, web pages, books and
		internal and external databases, which can be used in turn to find the most
		relevant information to answer any question a researcher or business
		professional might have. Our initial focus is on five key markets 
		university and medical research, government, healthcare, biotechnology /
		pharmaceuticals and legal - each representing a software sales market with
		current opportunities in excess of $1 billion.

Our company was founded in 1999 in the
		Netherlands. Our mission is to develop software that supports knowledge
		extraction and discovery across multiple industries and in multiple languages.
		Our technology, in addition to having customary data and information retrieval
		capabilities, is also able to discover relationships between elements of
		different information sources through clustering and aggregation.

Our technology is based on the principle of
		fingerprinting. The system can create a fingerprint for any piece of text
		containing relevant information. This process makes use of a structure of
		professional terminology in a particular field, called a thesaurus, taxonomy or
		ontology. A thesaurus contains selected words, terms and concepts and their
		semantic relationships in a hierarchical structure also reflecting synonyms and
		homonyms. Our system architecture has three tiers. The first tier, an
		applications layer, is configured according to customer specifications and made
		available only to authorized users via intranet or extranet for specialized
		database searches. A proprietary interface arranges for communications between
		the user and our technology, thus providing easy integration in existing
		environments. The second tier, our Collexis Engine, forms a core that executes
		commands that extract, match and relate pieces of text. Our third tier, a
		permanent storage layer, stores the location of all information used by the
		Collexis Engine for later retrieval. Actual source material, however, is not
		typically stored on our system.

Our business plan involves three related
		marketing strategies. With regard to large government and business users, we
		offer customized software search and mining applications on a licensed basis
		with additional service contracts and software development tools. In the United
		States we have been engaged by the National Institutes of Health for work in
		connection with their analysis of grant applications. Similar arrangements have
		been worked out in Europe with the World Health Organization, the Royal Dutch
		Academy of Arts and Science, the University of Rotterdam, and many others. Our
		second strategy is a subscription service for our Collexis Engine or relevant
		6.0 applications, in which we function as an application service provider. This
		approach provides little or no customization of the software. Access can be
		purchased by subscribers on a daily or annual basis, based on the number of
		users. In the area of life sciences, for example, our search engine can be used
		to search and mine patent literature, grant application, clinical trials,
		medical literature and other data bases. Our third approach is a hybrid of the
		two other methods, providing customers with some customizations from the basic
		search and mining technology, but still delivered primarily in an application
		software provider (ASP) mode. Our German development partner,
		Syynx, builds these customized applications for specific clients, particularly
		in the healthcare, life sciences and legal areas. We have a 2-year option to
		acquire Syynx for (euro)5 million, which expires on October 9, 2008.

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 $3,084,949 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
		$1.1 million for the three months ended March 31, 2007 versus a net loss of
		$266,000 for the prior year quarter.

The increase in net loss of $834,000 for the
		three months ended March 31, 2007 as compared to the prior year quarter
		resulted primarily from:

the ramp up of personnel and operations in
		the US market;

an increase in legal, professional, and
		accounting fees associated with the requirements of the Merger of the Company
		and Collexis Delaware.

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 by the Company to sell its 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, a related party vendor, a third 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 reason are as outlined above.

General and Administrative
		Expenses.General and administrative
		expenses were $1.5 million for the three months ended March 31, 2007, compared
		to $707,000 for the three months ended March 31, 2006, reflecting an increase
		of $749,000. The increase is due primarily to hiring of additional employees in
		the areas of management, administration and sales. The increase is also due to
		an increase in professional services costs related to our public company
		requirements and costs related to the ramp up of our US 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 US
		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.We incurred a net loss of $2.9 million for the nine
		months ended March 31, 2007 versus a net loss of $947,000 for the prior year
		period. The increase in net loss of $2 million resulted primarily from:

the ramp up of personnel and operations in
		the US market;

an increase in legal, professional, and
		accounting fees associated with the requirements of the Merger of the Company
		and Collexis Delaware.

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 US partially offset by
		a concerted effort of the Company to sell its 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, a
		third 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 $3.9 million for the nine months ended March 31, 2007, compared
		to $1.7 million for the nine months ended March 31, 2006, reflecting an
		increase of $749,000. The increase is due primarily to hiring of additional
		employees in the areas of management, administration and sales. The increase is
		also due to an increase in professional services costs related to our public
		company requirements and costs related to the establishment of our global
		headquarters and the ramp up of our US operations.

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 US sales force and the ramp up of efforts in the US.

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 $4.0 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 3. Quantitative and
		Qualitative Disclosures About Market Risk

We had no material exposure to market risk
		from derivatives or other financial instruments as of March 31, 2007, other than for currency risk associated with receivables and payables not denominated in dollars.



---



Item 4. Controls and
		Procedures

Based on our managements evaluation,
		with the participation of our Chief Executive Officer and Chief Financial
		Officer, as of March 31, 2007, the end of the period covered by this report,
		our Chief Executive Officer and Chief Financial Officer have 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 effective 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.

There was no change in our internal control
		over financial reporting that occurred during the quarter ended March 31, 2007
		that has materially affected, or is reasonably likely to materially affect, our
		internal control over financial reporting.

The design of any system of controls and
		procedures is based in part upon certain assumptions about the likelihood of
		future events. There can be no assurance that any design will succeed in
		achieving its stated goals under all potential future conditions, regardless of
		how remote.

PART II - OTHER INFORMATION

Item 1. Legal
		Proceedings

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

Item 1A. Risk Factors.

In addition to the other information set
		forth in this quarterly report, you should carefully consider the factors
		discussed under the heading Information Regarding Collexis in Item
		2.01, Completion of Acquisition or Disposition of Assets, in our
		Current Report on Form 8-K dated February 14, 2007. These risk factors could
		materially affect our business, financial condition or future results.
		Additional risks and uncertainties not currently known to us or that we
		currently deem to be immaterial also may materially adversely affect our
		business, financial condition and/or operating results.

Item 2. Unregistered Sales
		of Equity Securities and Use of Proceeds

On February 23, 2007, we issued 2,836,358
		shares of common stock to several individuals. These individuals paid us $0.75
		per share, or $2,127,269. We issued these shares without registration under the
		Securities Act of 1933 in reliance upon the exemption provided in Section 4(2)
		of the Securities Act of 1933. These individuals acquired the securities for
		investment only and not with a view to or for sale in connection with any
		distribution thereof. An appropriate legend was affixed to the share
		certificate issued to these individuals. These individuals have such knowledge
		and experience in financial and business matters as to be able to evaluate the
		merits and risks of an investment in our common stock, and given his positions
		with us, he had adequate access to information about us.

Item 3. Default Upon
		Senior Securities

None.

Item 4. Submission of
		Matters to a Vote of Security Holders

None.

Item 5. Other
		Information

None.



---



Item 6. Exhibits

Exhibits

31.1
			 Certification of Principal Executive
				  Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2
			 Certification of Principal Financial
				  and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
				  2002.


32.1
			 Certificate Pursuant To 10 U.S.C.
				  Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002.




---



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: May 21, 2007



COLLEXIS HOLDINGS,
				  INC.By:
			 /s/ William D. KirklandWilliam D. Kirkland, Chief Executive
				  Officer(The Registrants
				  Principal Executive Officer,who is
				  duly authorized to sign this report)






By:
			 /s/ William D. KirklandWilliam D. Kirkland, Chief Financial
				  Officer(The Registrants
				  Principal Financial Officer,who is
				  duly authorized to sign this report)






---