UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): ~~January~~March 313, ~~2009~~2010

PUREDEPTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	None	20-4831825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

303 Twin Dolphin Drive, Suite 600

Redwood City, California 94065

(Address of principal executive offices) (Zip code)

(650) 632-4651

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102 Compensatory ~~Entry~~Arrangement ~~into~~for ~~Material~~Certain ~~Definitive Agreement~~Officers

On ~~August~~March 253, ~~2009~~2010, ~~the~~PureDepth, ~~Company~~Inc. ~~entered~~amended ~~into~~the anoriginal ~~Amendment~~employment ~~No.~~agreement 2dated ~~to Convertible Promissory~~August ~~Notes~~27, ~~(the~~2008, (“~~Amendment~~Initial Agreement”), ~~which~~it ~~amends~~had ~~each~~with ofMr. ~~the Convertible Promissory~~Andrew ~~Notes~~Wood, ~~previously~~Chief ~~issued~~Executive Officer. The byamendment ~~the~~(“Amended ~~Company~~Agreement”) to Kthe ~~One~~Initial ~~W One Limited~~Agreement ~~(“K1W1”)~~is oneffective ~~February~~March 41, ~~2008,~~2010. ~~March~~Under ~~14,~~the ~~2008,~~terms ~~July~~of 4the Amended Agreement, ~~2008~~Mr. ~~and~~Wood will ~~August~~devote ~~12,~~at ~~2008, respectively~~least ~~(collectively,~~10 ~~the~~full ~~“Notes”),~~business ~~pursuant~~days to ~~the~~PureDepth business. ~~Convertible~~The ~~Note~~Amended ~~Purchase~~ Agreement ~~dated~~provides asthat ofMr. ~~February~~Wood 4,will ~~2008~~receive ~~and~~an ~~Security~~annual ~~Agreement dated~~base assalary of ~~February 4~~ $125,000 ~~2008,~~and participation in ~~each~~Pure ~~case~~Depth’s ashealth, ~~amended~~insurance byand ~~Amendment~~employee benefit ~~No.~~plans 1or ~~to Convertible~~reimbursement ~~Note~~for ~~Purchase~~equivalent ~~Agreement~~plans ~~and~~if ~~Security~~covered ~~Agreement~~outside ~~dated~~the Company’s ~~July~~plan. ~~4, 2008, Amendment~~If NoMr. 2Wood toworks ~~Convertible~~twelve ~~Note~~days ~~Purchase~~in ~~Agreement~~a ~~and Security~~month, ~~Agreement~~he ~~dated~~will ~~August~~receive ~~12,~~an additional ~~2008~~$1,000 ~~and~~salary ~~Amendment~~supplement. No. 1additional tocompensation ~~Convertible Promissory~~will ~~Notes~~be ~~dated~~paid ~~February~~for days 4,worked ~~2009. The~~beyond ~~Amendment~~twelve ~~restates~~days ~~and extends~~unless ~~the~~approved ~~maturity~~by ~~date~~the ofChairman ~~each~~ of the Compensation ~~Notes~~Committee. toSuch ~~June~~approved ~~30,~~additional ~~2011.~~days Itwould ~~also~~be paid at the rate ~~provides~~of ~~for~~$1,000 per day. Under the ~~conversion~~terms of the ~~notes~~Amended atAgreement, ~~any~~Mr. ~~time~~Wood upis eligible to ~~maturity~~receive atan ~~the volume-weighted~~annual ~~average~~cash ~~price~~bonus ~~for~~of ~~the~~no ~~ten~~greater ~~days~~than ~~prior~~$62,500. The Amended toAgreement ~~the~~also ~~conversion~~provides ~~date~~that ~~or $0.15/share,~~in ~~whichever~~the isevent ~~lower~~Mr. ~~All~~ ~~other~~Wood’s ~~terms~~employment ~~and conditions of~~is ~~the~~terminated ~~Notes~~without ~~and~~cause, ~~the~~he ~~Convertible~~will ~~Note~~be ~~Purchase~~entitled ~~Agreement~~to ~~and~~receive ~~Security~~his ~~Agreement~~base salary, as ~~amended,~~specified ~~remain~~in the ~~same~~Initial Agreement, for a period of 6 months.

~~Item~~The foregoing ~~2.03 Creation~~is a summary of athe ~~Direct~~Amended Agreement and does not purport to be ~~Financial~~complete. ~~Obligation~~The orforegoing anis ~~Obligation~~qualified ~~under~~in anits ~~Off-Balance~~entirety by reference to the Amended ~~Sheet Arrangement~~Agreement, a copy of awhich ~~Registrant~~is filed as Exhibit 10.01 to this Current Report on Form 8-K

~~The information included in~~ Item 1 8.01 Other ~~above is incorporated by reference into this Item 2.03.~~Events

On March 3, 2010, PureDepth, Inc. issued a press release announcing that it filed post-effective amendments to each of its outstanding registration statements to deregister remaining but unsold shares of common stock thereunder. It also announced that it intends to deregister its common stock on or about March 15, 2010 by filing a Form 15 with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Copies of the press release announcing the filings and plans described above and the FAQ referred to in the press release are attached as Exhibits 99.01 and 99.02 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number	Description
10.43	Amendment No. 2 to Convertible Promissory Notes entered into with K1W1
10.01	Amendment No. 2 to Employment Agreement with Andy Wood dated March 3, 2010
99.01	Press release dated March 3, 2010 regarding filing of post-effective amendments to outstanding registration statements and plans for deregistration.
99.02	FAQ dated March 3, 2010 regarding filing of post-effective amendments to outstanding registration statements and plans for deregistration.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PUREDEPTH, INC., ( Registrant )
Date: August 28, 2009	By:	/s/ Joseph A. Moran
Date: March 3, 2010	By:	/s/ Joseph A. Moran
		Mr. Joseph A. Moran Chief Financial Officer and Secretary

Exhibit List

Exhibit No.		Exhibit Title
10.01		Amendment No. 2 to Employment Agreement with Andy Wood dated March 3, 2010
99.01		Press release dated March 3, 2010 regarding filing of post-effective amendments to outstanding registration statements and plans for deregistration.
99.02		FAQ dated March 3, 2010 regarding filing of post-effective amendments to outstanding registration statements and plans for deregistration.

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