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 June 30, 2007

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

For the transition period from to

0-31313

(Commission file number)

TOWER TECH HOLDINGS INC.

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

Nevada		88-0409160
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

101 South 16th Street, P.O. Box 1957, Manitowoc, Wisconsin 54221-1957
(Address of principal executive offices)

(920) 684-5531
(Issuer’s telephone number)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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. Yes x No o

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 14, 2007 – 47,724,464 shares of common stock

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

Explanatory Note: The Company is filing this Quarterly Report on Form 10-QSB/A in order to amend Item 6 to its Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on August 14, 2007. The purpose of this Quarterly Report on Form 10-QSB/A for the period ended June 30, 2007 is to incorporate the Employment Agreement between the Company and Steven A. Huntington to the Current Report on Form 8-K filed April 27, 2007, and to clarify that the Company’s Amended Bylaws were not amended during the period and should not have been filed as an exhibit. The Company adopted the Amended Bylaws on February 7, 2006, as described in the Company’s Current Report on Form 8-K/A filed August 28, 2007 (the “Form 8-K/A”). A correct copy of the Company’s Amended Bylaws is attached as Exhibit 3.2 to the Form 8-K/A and incorporated by reference into the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended March 31, 2006.

Item 6. EXHIBITS

Exhibit No.		Description
10.1		Employment Agreement with Steven A. Huntington dated April 12, 2007 (1)
31.1		Rule 13a-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a) Certification of Chief Financial Officer

(1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 27, 2007.

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.

	TOWER TECH HOLDINGS INC.

August 28, 2007	By:	/s/ Raymond L. Brickner III
	Raymond L. Brickner III
	President and acting Chief Executive Officer


	TOWER TECH HOLDINGS INC.

August 28, 2007	By:	/s/ Steven A. Huntington
	Steven A. Huntington
	Chief Financial Officer

TOWER TECH HOLDINGS INC.

INDEX TO EXHIBITS

Exhibit No.		Description
10.1		Employment Agreement with Steven A. Huntington dated April 12, 2007 (1)
31.1		Rule 13a-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a) Certification of Chief Financial Officer

(1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 27, 2007.