UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                        UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006

[  ] Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the transition period from _____ to _____

 

Commission File Number 1-10869

                   UQM TECHNOLOGIES, INC.               

(Exact name of registrant as specified in its charter)

                Colorado                  

(State or other jurisdiction of

incorporation or organization)

      84-0579156      

(I.R.S. Employer

Identification No.)

 

        7501 Miller Drive, Frederick, Colorado 80530       

(Address of principal executive offices) (Zip code),

                              (303) 278-2002                                

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X   No       

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes   X   No       

The number of shares outstanding (including shares held by affiliates) of the registrant’s common stock, par value $0.01 per share at July 24, 2006 was 25,130,551.

                                                                              

TABLE OF CONTENTS

Part  I Financial Information
Item 1 Financial Statements (unaudited)
Consolidated balance sheets as of June 30, 2006 and March 31, 2006
Consolidated statements of operations for the quarters ended June 30,
2006 and 2005
Consolidated statements of cash flows for the quarters ended June 30, 2006 and
2005
Notes to consolidated financial statements
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4 Controls and Procedures
Part II Other Information
Item 1 Legal Proceedings
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K

 

PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

June 30, 2006

March 31, 2006

Assets
Current assets:
Cash and cash equivalents

$  3,900,444 

   4,076,806 

Short-term investments

5,851,537 

6,009,394 

Accounts receivable

834,874 

512,409 

Costs and estimated earnings in excess of billings on

  

uncompleted contracts

486,090 

450,044 

Inventories

655,453 

467,485 

Prepaid expenses and other current assets

     317,717 

     118,439 

Total current assets

12,046,115 

11,634,577 

Property and equipment, at cost:
Land

181,580 

181,580 

Building

2,303,919 

2,297,467 

Machinery and equipment

  3,043,758 

  2,808,324 

5,529,257 

5,287,371 

Less accumulated depreciation

(2,756,511)

(2,683,295)

Net property and equipment

  2,772,746 

  2,604,076 

Patent and trademark costs, net of accumulated
amortization of $570,215 and $545,468

531,406 

   552,382 

Other assets

         5,053 

          5,053 

Total assets

15,355,320 

14,796,088 

(Continued) 

See accompanying notes to consolidated financial statements.

  

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited), Continued

June 30, 2006    

March 31, 2006

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable

$      571,498 

534,428 

Other current liabilities

260,996 

309,097 

Current portion of long-term debt

93,669 

92,013 

Short-term deferred compensation under executive employment

  agreements

127,636 

-      

Liabilities and commitments of discontinued operations

42,677 

62,004 

Billings in excess of costs and estimated earnings on
uncompleted contracts

    363,012 

    221,626 

Total current liabilities

 1,459,488

 1,219,168 

Long-term debt, less current portion

597,729 

621,685 

Long-term deferred compensation under executive employment agreements

    132,488 

     210,861 

    730,217 

     832,546 

Total liabilities

 2,189,705 

  2,051,714 

Commitments and contingencies
Stockholders’ equity:
Common stock, $.01 par value, 50,000,000
shares authorized; 25,130,551 and 24,776,042 shares
issued and outstanding

251,306 

247,760 

Additional paid-in capital

70,498,952 

69,293,461 

Accumulated deficit

(57,584,643)

(56,796,847)

Total stockholders’ equity

13,165,615 

12,744,374 

Total liabilities and stockholders’ equity

15,355,320 

14,796,088 

See accompanying notes to consolidated financial statements.

 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (unaudited)

    Quarter Ended June 30,         

     2006      

     2005     

Revenue:
Contract services

$      824,354 

467,588 

Product sales

     476,978 

     685,617 

  1,301,332 

  1,153,205 

Operating costs and expenses:
Costs of contract services

655,125 

662,556 

Costs of product sales

524,076 

603,686 

Research and development

95,151 

30,320 

Production engineering

248,372 

166,690 

Selling, general and administrative

672,517 

448,445 

Impairment of long-lived assets

          -       

         1,455 

  2,195,241 

  1,913,152 

Loss from continuing operations before other
income (expense)

(893,909)

(759,947)

Other income (expense):
Interest income

120,652 

56,165 

Interest expense

    (12,427)

    (16,592)

    108,225 

      39,573 

Loss from continuing operations

(785,684)

(720,374)

Discontinued operations:
Loss from operations of discontinued electronic
products segment

      (2,112)

     (10,431)

Net loss

   (787,796)

   (730,805)

Net loss per common share - basic and diluted:
Continuing operations

$

(.03)    

(.03)    

Discontinued operations

   -       

  -       

$

(.03)    

(.03)    

Weighted average number of shares of common
stock outstanding - basic and diluted

25,026,218 

23,193,205 

See accompanying notes to consolidated financial statements.

 

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

      Quarter Ended June 30,     

    2006     

     2005     

Cash flows from operating activities of continuing operations:
Net loss

$  (787,796)

(730,805)

Loss from discontinued operations

      2,112 

     10,431 

Loss from continuing operations

(785,684)

(720,374)

Adjustments to reconcile loss from continuing operations to net cash
used in operating activities of continuing operations:
Depreciation and amortization

97,964 

88,782 

Impairment of long-lived assets

-       

1,455 

Change in operating assets and liabilities:
Accounts receivable and costs and estimated earnings in
excess of billings on uncompleted contracts

(358,511)

209,593 

Inventories

(187,968)

166,216 

Prepaid expenses and other current assets

(199,278)

(181,850)

Non-cash compensation expense from employee stock
option grants

160,975 

-       

Accounts payable and other current liabilities

(11,031)

(243,521)

Billings in excess of costs and estimated earnings on
uncompleted contracts

141,386 

(6,654)

Short-term and long-term deferred compensation under
executive employment agreements

     49,263 

         -       

Net cash used in operating activities

(1,092,884)

  (686,353)

Cash flows from investing activities of continuing operations:
Maturity (purchases) of short-term investments, net

157,857 

(263,410)

Acquisition of property and equipment

(241,886)

(39,472)

Increase in patent and trademark costs

     (3,772)

     (3,825)

Net cash used in investing activities

   (87,801)

 (306,707)

Cash flows from financing activities of continuing operations:
Repayment of debt

(22,300)

(32,828)

Issuance of common stock in private placement, net of placement
costs

-       

3,933,202 

Issuance of common stock upon exercise of stock options

614,072 

-       

Issuance of common stock upon exercise of warrants

427,795 

-       

Issuance of common stock under employee stock purchase plan

       6,195 

       4,139 

Net cash provided by financing activities

1,025,762 

3,904,513 

Net cash provided by (used in) continuing operations

(154,923)

2,911,453 

Discontinued operations - net cash used in operating activities

    (21,439)

      (7,137)

Increase (decrease) in cash and cash equivalents

(176,362)

2,904,316 

Cash and cash equivalents at beginning of quarter

4,076,806 

5,788,232 

Cash and cash equivalents at end of quarter

3,900,444 

8,692,548 

Supplemental cash flow information:
Interest paid in cash during the quarter

       12,635 

     16,731 

See accompanying notes to consolidated financial statements.

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(unaudited)

( 1)

The accompanying consolidated financial statements are unaudited; however, in the opinion of management, all adjustments, which were solely of a normal recurring nature, necessary to a fair presentation of the results for the interim periods, have been made. Certain prior year amounts have been reclassified to conform to the current period presentation. The results for the interim periods are not necessarily indicative of the results to be expected for the fiscal year. The Notes contained herein should be read in conjunction with the Notes to our Consolidated Financial Statements filed on Form 10-K for the year ended March 31, 2006.

( 2)

 Stock-Based Compensation

Incentive and Non-Qualified Option Plans

As of June 30, 2006 we had 1,347,856 shares of common stock available for future grant to employees, consultants and key suppliers under our 2002 Equity Incentive Plan ("Plan"). Under the Plan, the exercise price of each option is set at the fair value of the common stock on the date of grant and the maximum term of the option is 10 years from the date of grant. Options granted to employees generally vest ratably over a three-year period. The maximum number of options that may be granted to any eligible employee during the term of the Plan is 500,000 options. Forfeitures under the Plan are available for re-issuance at any time prior to expiration of the Plan in 2013. Options granted under the Plan to employees require the option holder to abide by certain Company policies, which restrict their ability to sell the underlying common stock. Prior to the adoption of the Plan, we issued stock options under our 1992 Incentive and Non-Qualified Option Plan, which expired by its terms in 2002. Forfeitures under the 1992 Incentive and Non-Qualified Option Plan may not be re-issued.

Non-Employee Director Stock Option Plan

In February 1994 our Board of Directors ratified a Stock Option Plan for Non-Employee Directors ("Directors Plan") pursuant to which Directors may elect to receive stock options in lieu of cash compensation for their services as directors. As of June 30, 2006, we had 398,960 shares of common stock available for future grant under the Directors Plan. Option terms range from 3 to 10 years from the date of grant. Option exercise prices are equal to the fair value of the common shares on the date of grant. Options granted under the plan generally vest immediately. Forfeitures under the Directors Plan are available for re-issuance at a future date.

Stock Purchase Plan

We have established a Stock Purchase Plan under which eligible employees may contribute up to 10 percent of their compensation to purchase shares of our common stock at 85 percent of the fair market value at specified dates. We have reserved 115,957 shares of common stock for issuance under the Stock Purchase Plan. During the quarter ended June 30, 2006, we issued 1,883 shares of common stock under the Stock Purchase Plan.

Stock Bonus Plan

The company has a stock bonus plan administered by the Board of Directors, under which 554,994 shares of common stock are available for grant. Under the plan, shares of common stock may be granted to employees, key consultants, and directors who are not employees as additional compensation for services rendered. Vesting requirements for grants under the plan, if any, are determined by the Board of Directors at the time of grant. There were no shares granted under the plan during the quarter ended June 30, 2006.

Effective April 1, 2006, the company adopted the provisions of SFAS No.123(R). SFAS No. 123(R) requires employee stock options to be accounted for under the fair value method and requires the use of an option pricing model for estimating fair value. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award. The company previously accounted for awards granted under its equity incentive plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation," as amended.  Accordingly, no share-based compensation arising from the issuance of stock options to employees and directors was recognized in the financial statements prior to April 1, 2006.

Under the modified prospective method of adoption for SFAS No. 123(R), the compensation cost recognized by the company beginning in April 1, 2006 includes (a) compensation cost for all employee and director stock option awards granted prior to, but not yet vested as of April 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all equity incentive awards granted subsequent to April 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). The company uses the straight-line attribution method to recognize share-based compensation costs over the requisite service period of the award.

Options currently granted by the company generally expire ten years from the grant date. Options granted to existing and newly hired employees generally vest over a three-year period from the date of the grant. The exercise price of options is equal to the market price of our common stock (defined as the closing price reported by the American Stock Exchange) on the date of grant.

Share-based compensation recognized after April 1, 2006 as a result of the adoption of SFAS No. 123(R) as well as pro forma disclosures according to the original provisions of SFAS No. 123 for periods prior to the adoption of SFAS No. 123(R) use the Black-Scholes-Merton option pricing model for estimating fair value.

Total share-based compensation expense for the quarter ended June 30, 2006 was $160,975. Of this amount, approximately $36,000 was recognized in cost of contract services, $8,000 was recognized in cost of product sales, $6,000 was recognized in research and development, $25,000 was recognized in production engineering and $86,000 was recognized in selling, general and administrative expense. Share-based compensation capitalized in inventories was insignificant as of June 30, 2006.

In accordance with SFAS No. 123(R), the company adjusts share-based compensation on a quarterly basis for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after April 1, 2006 is recognized in the period the forfeiture estimate is changed. The effect of forfeiture adjustments in the quarter ended June 30, 2006 was insignificant.

All shares granted under the non-employee director stock option plan were vested prior to the start of the quarter ended June 30, 2006. A summary of the status of non-vested shares under the incentive and non-qualified option plans as of June 30, 2006 and changes during the quarter ended June 30, 2006 is presented below:

Shares Under Option

Weighted-Average Grant
Date Fair Value

Non-vested at March 31, 2006

926,197

$ 1.61                 

Granted

-

-                    

Vested

(10,000)

2.10                 

Forfeited

(14,481)

1.17                 

Non-vested at June 30, 2006

901,716

1.61                 

As of June 30, 2006, there was $1,031,897 of total unrecognized compensation costs related to stock options granted under our stock option plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 21 months. The total fair value of stock options that vested during the quarter ended June 30, 2006 was $21,000.

Pro forma information required under SFAS No. 123 for the quarter ended June 30, 2005 as if the company had applied the fair value recognition provisions of SFAS No. 123, to options granted under the company’s equity incentive plans was as follows:

Quarter Ended June 30, 2005
Net loss, as reported

$

(730,805)              

Less: total share-based employee compensation determined under the fair value
method for all awards, net of tax

$

 (134,354)              

Pro forma net loss

$

(865,159)              

Reported basic and diluted net loss per common share

$

 (.03)                 

Pro forma basic and diluted net loss per common share

$

(.04)                 

 

 

There were no employee stock option grants during the quarter ended June 30, 2006. The weighted average estimated values of employee stock option grants, as well as the weighted average assumptions that were used in calculating such values during the quarters ended June 30, 2005, were based on estimates at the date of grant as follows:

    Quarter Ended June 30, 2005 

Weighted average estimated fair value of grant

$  2.10

Per option
Expected life (in years)

6.0 

years
Risk free interest rate

4.4 

%
Expected volatility

49.0 

%
Expected dividend yield

0.0 

%

Expected volatility is based on historical volatility. The expected life of options granted is based on the simplified calculation of expected life, described in the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin 107 whereby the simple average of the vesting period and contractural term is utilized as the expected life.

Additional information with respect to stock option activity under our incentive and non-qualified stock option plans is as follows:

Shares
Under
Option

Weighted
Average
Exercise
    Price  

Weighted
 Average
Remaining
Contractual
        Life      

Aggregate
Intrinsic
     Value  

Outstanding at March 31, 2006

3,006,329    

$ 4.28

Granted

-          

$    -   

Exercised

(186,814)   

$ 3.29

$ 306,117

Forfeited

     (9,037)   

$ 2.26

Outstanding at June 30, 2006

2,810,478    

$ 4.35

6.1 years

518,535

Exercisable at June 30, 2006

1,908,762    

$ 4.94

4.8 years

265,275

Vested and expected to vest at June 30, 2006

2,783,931    

$ 4.34

6.0 years

535,648

There were no options exercised under the plans during the quarter ended June 30, 2005.

Additional information with respect to stock option activity under our non-employee director stock option plan is as follows:

Shares
Under
Option

Weighted
Average
Exercise
   Price  

Weighted
 Average
Remaining
Contractual
      Life      

Aggregate
Intrinsic
  Value  

Outstanding at March 31, 2006

59,281

$ 2.90    

Granted

-  

$    -       

Exercised

     -      

$    -       

   

Outstanding at June 30, 2006

59,281

$ 2.90    

1.2 years

16,666

Exercisable at June 30, 2006

59,281

$ 2.90    

1.2 years

16,666

Vested and expected to vest at June 30, 2006

59,281

2.90    

1.2 years

16,666

Cash received by us upon the exercise of stock options for the quarters ended June 30, 2006 and 2005 was $614,072 and zero, respectively. The source of shares of common stock issuable upon the exercise of stock options is from authorized and previously unissued common shares.

( 3)

We have an investment policy approved by the Board of Directors that governs the quality, acceptability and dollar concentration of our investments. Investments are comprised of marketable securities and consist primarily of commercial paper, asset-backed and mortgage-backed notes and bank certificates of deposits with original maturities beyond three months. All marketable securities are held in the our name at two major financial institutions who hold custody of the investments. All of our investments are held-to-maturity investments that we has have the positive intent and ability to hold until maturity. These securities are recorded at amortized cost. Investments with an original maturity of less than one year from the balance sheet date are classified as short-term.

The amortized cost and unrealized gain or loss of our short-term investments at June 30, 2006 were:

Amortized Cost     

Unrealized
Gain (Loss)

U.S. government and government agency securities

$ 4,457,132        

(60,409)        

Commercial paper

951,632        

(7,454)        

Certificates of deposit

  442,773        

      -              

5,851,537        

(67,863)        

As of June 30, 2006, held-to-maturity securities with a time to maturity of three to six months and six months to one year,  were $709,295 and $5,142,242, respectively.

( 4)

At June 30, 2006, the estimated period to complete contracts in process ranged from one to fourteen months and we expect to collect substantially all related accounts receivable arising therefrom within sixty days of billing. The following summarizes contracts in process:

June 30, 2006    

March 31, 2006

Costs incurred on uncompleted contracts

$  1,782,286 

2,474,025 

Estimated earnings

   264,495 

    221,382 

2,046,781 

2,695,407 

Less billings to date

(1,923,703)

(2,466,989)

$     123,078 

   228,418 

Included in the accompanying balance sheets as follows:
Costs and estimated earnings in excess of billings on
uncompleted contracts

$     486,090 

450,044 

Billings in excess of costs and estimated earnings on
uncompleted contracts

 (363,012)

  (221,626)

$     123,078 

   228,418 

( 5)  Inventories at June 30, 2006 and March 31, 2006 consist of:

June 30, 2006

March 31, 2006

Raw materials

$      393,716  

376,179 

Work-in-process

191,388  

47,551 

Finished products

    70,349  

    43,755 

$      655,453  

  467,485 

Our raw material inventory is subject to obsolescence and potential impairment due to bulk purchases in excess of customers’ requirements. We periodically assess our inventory for recovery of its carrying value based on available information, expectations and estimates, and adjust inventory-carrying values to the lower of cost or market for estimated declines in the realizable value.

( 6)

 Other current liabilities at June 30, 2006 and March 31, 2006 consist of:

June 30, 2006

March 31, 2006

Accrued legal and accounting fees

$     3,000

88,300 

Accrued payroll and employee benefits

115,199

92,471 

Accrued personal property and real estate taxes

28,674

43,825 

Accrued warranty costs

29,865

39,480 

Accrued losses on engineering contracts

-      

2,271 

Unearned revenue

32,000

-      

Accrued royalties

15,246

10,630 

Other

  37,012

  32,120 

260,996

309,097 

( 7)

 Stockholders’ Equity

Changes in the components of shareholders’ equity during the quarter ended June 30, 2006 were as follows:

Number of
common
shares
    issued    

Common 
    stock    

Additional 
paid-in
    capital    

Accumulated 
     deficit       

Total 
stockholders’
     equity      

Balances at March 31, 2006

24,776,042

$ 247,760

69,293,461

(56,796,847)

12,744,374 

Issuance of common stock
upon exercise of options

186,814

1,868

612,204

-    

614,072 

Issuance of common stock
upon exercise of warrants

165,812

1,659

426,136

-    

427,795 

Issuance of common stock under
employee stock purchase plan

1,883

19

6,176

-    

6,195 

Compensation expense accrued
for issuance of common stock
options granted for services

-    

-    

160,975

-     

160,975 

Net loss

            -    

          -    

         -        

   (787,796)

    (787,796)

Balances at June 30, 2006

25,130,551

   251,306

70,498,952

(57,584,643)

13,165,615 

We issued four-year warrants to the placement agent for our November 2004 follow-on offering to acquire 360,000 shares of our common stock at an exercise price of $2.58 per share. Warrants to acquire 85,267 shares of common stock remain outstanding at June 30, 2006. We also issued four-year warrants to the placement agent for our October 2003 follow-on offering to acquire 72,000 shares of our common stock at an exercise price of $3.96 per share. All of these warrants were outstanding as of June 30, 2006.

( 8)

Significant Customers 

We have historically derived significant revenue from a few key customers. Revenue from Invacare Corporation totaled $60,912 and $383,000 for the quarters ended June 30, 2006 and 2005, respectively, which was 5 percent and 33 percent of total revenue, respectively. Revenue from Lippert Components, Inc. totaled $321,313 and zero for the quarters ended June 30, 2006 and 2005, which was 25 percent and zero percent of total revenue, respectively.

These customers also represented 25 percent and 13 percent of total accounts receivable as of June 30, 2006 and March 31, 2006, respectively. Inventories purchased and processed for these customers’ products, consisting of raw materials, work-in-progress and finished goods totaled $101,794 and $63,474 as of June 30, 2006 and March 31, 2006, respectively.

Contract services revenue derived from contracts with agencies of the U.S. Government and from subcontracts with U.S. Government prime contractors totaled $565,135 and $336,166 for the quarters ended June 30, 2006 and 2005, respectively. Accounts receivable from government-funded contracts represented 42 percent and 50 percent of total accounts receivable as of June 30, 2006 and March 31, 2006, respectively.

( 9)

Discontinued Operations

In January 2004, we committed to a plan to exit our contract electronics manufacturing business whose results were reported as the electronic products segment. In May 2004, we completed the divestiture of equipment and inventory of this business. We are the primary obligor on a lease for the facility previously occupied by this divested business. The facility has been subleased at a rental rate below that provided for in the master lease. At June 30, 2006 liabilities and commitments of discontinued operations totaled $42,677, all of which was associated with the lease commitment.

The operating results of this business for the quarters ended June 30, 2006 and 2005 have been reported separately as discontinued operations. Loss from discontinued operations includes interest expense on debt used to acquire manufacturing machinery and equipment but does not include allocations of general corporate overheads, which have been allocated to other business segments. Operating results of all prior periods presented have been adjusted to reflect the contract electronics manufacturing business as discontinued operations.

Net loss from the discontinued electronic products segment for the quarters ended June 30, 2006 and 2005 was $2,112 and $10,431, respectively.

Liabilities and commitments of discontinued electronic products segment were $42,677 and $62,004 at June 30, 2006 and March 31, 2006, respectively.

(10)

Loss Per Common Share

Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"), requires presentation of both basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed by dividing income or loss available to common stockholders by all outstanding and potentially dilutive shares during the periods presented, unless the effect is antidilutive. At June 30, 2006 and 2005, options to purchase 2,869,759 and 2,971,417 shares of common stock, respectively, and warrants to purchase 157,267, and 548,009 shares of common stock, respectively, were outstanding. For the quarters ended June 30, 2006 and 2005, respectively, options and warrants for 701,412 and 1,378,326 shares were not included in the computation of diluted loss per share because the option or warrant exercise price was greater than the average market price of the common stock. In-the-money options and warrants determined under the treasury stock method to acquire 755,137 shares and 394,633 shares of common stock for the quarters ended June 30, 2006 and 2005, respectively, were potentially includable in the calculation of diluted loss per share but were not included, because to do so would be antidilutive.

(11)

 Segments

At June 30, 2006, we have two reportable segments: technology and power products. Our reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different business strategies. The technology segment encompasses our technology-based operations including core research to advance our technology, application and production engineering and product development and job shop production of prototype components. The power products segment encompasses the manufacture and sale of  motors and electronic controllers. As discussed in note 9, we discontinued our electronic products segment in fiscal year 2004, and accordingly, the financial results of this operation is no longer reported in continuing operations in all periods presented. Salaries of the executive officers and corporate general and administrative expense are allocated to our segments annually based on a variety of factors including revenue level of the segment and administrative time devoted to each segment by senior management. The percentages allocated to the technology segment and power products segment were 52 percent and 48 percent for the quarter ended June 30, 2006, and were 74 percent and 26 percent for the quarter ended June 30, 2005, respectively.

Intersegment sales or transfers, which were eliminated upon consolidation, were $28,072 and $9,900 for the quarters ended June 30, 2006 and 2005, respectively.

The technology segment leases office, production and laboratory space in a building owned by the power products segment, based on a negotiated rate for the square footage occupied. Intercompany lease payments, were $46,041 and $46,041 for the quarters ended June 30, 2006 and 2005, respectively, and were eliminated upon consolidation.

The following table summarizes significant financial statement information for continuing operations of each of the reportable segments as of and for the quarter ended June 30, 2006:

Technology

Power
 Products

               Total      

Revenue

$

879,632 

421,700  

1,301,332 

Interest income

119,089 

1,563  

120,652 

Interest expense

-   

(12,427) 

(12,427)

Depreciation and amortization

(67,129)

(30,835) 

(97,964)

Segment loss from continuing operations

(606,047)

(179,637)  

(785,684)

Assets of continuing operations

12,503,459 

2,851,861  

15,355,320 

Expenditures for long-lived segment assets

$

(85,233)

(160,425) 

(245,658)

The following table summarizes significant financial statement information for continuing operations of each of the reportable segments as of and for the quarter ended June 30, 2005:

Technology

Power
 Products 

   Total  

Revenue

$

725,144 

428,061  

1,153,205 

Interest income

53,756 

2,409  

56,165 

Interest expense

-       

(16,592) 

(16,592)

Depreciation and amortization

(60,274)

(28,508) 

(88,782)

Segment earnings (loss) from continuing operations

(748,588)

28,214  

(720,374)

Assets of continuing operations

13,208,642 

2,877,825  

16,086,467 

Expenditures for long-lived segment assets

$

(16,978)

(26,319) 

(43,297)

 

(12)

Commitments and Contingencies

Employment Agreements

We have entered into employment agreements with two of our officers, one of which expires on December 31, 2007 and one of which expires on December 31, 2010. The aggregate future compensation under these employment agreements, including future services payable on expected extensions thereof and potential retirement and severance payouts, is $2,271,250 at June 30, 2006. Of this amount, $127,636 and $132,488 has been recorded as short-term and long-term deferred compensation under executive employment agreements, respectively.

Lease Commitments

We have entered into operating lease agreements for facilities and equipment. These leases expire at various times through 2007. At June 30, 2006, the future minimum lease payments under operating leases with initial noncancelable terms in excess of one year (including the lease liability described below) were $198,108.

In May 2004 we completed the divestiture of equipment and inventory of our contract electronic manufacturing business. We are the primary obligor on a lease for the facility previously occupied by this divested business. As of June 30, 2006 the future sublease payments total $145,000 over the remaining term of the sublease which is less than the amount due under our master lease over the remaining lease term. Accordingly, we have recorded a liability of $42,677 which is equal to the present value of the difference between our obligation under the master lease and the sublease payments to be received under the sublease.

At June 30, 2006, the future minimum lease payments under operating leases with initial noncancelable terms in excess of one year, excluding sublease payments, are $198,108. Future minimum lease payments, net of sublease payments of $145,000, are $53,108.

Rental expense under these leases for the quarters ended June 30, 2006 and 2005, respectively, was zero and $4,211 respectively.

Litigation

We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, and based on current available information, the ultimate disposition of these matters is not expected to have a material adverse effect on our financial position, results of operations or cash flow, although there can be no assurance that adverse developments in these matters could not have a material impact on a future reporting period.

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

                AND RESULTS OF OPERATIONS

This Report contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements appear in a number of places in this Report and include statements regarding our plans, beliefs or current expectations, including those plans, beliefs and expectations of our officers and directors with respect to, among other things the development of markets for our products; the adequacy of our cash balances and liquidity to meet future operating needs, and our ability to issue equity or debt securities. Important Risk Factors that could cause actual results to differ from those contained in the forward-looking statements are listed below in Part II, Item 5 Other Information.

Introduction

We generate revenue from two principal activities: 1) research, development and application engineering services that are paid for by our customers; and 2) the sale of motors, generators and electronic controls. The sources of engineering revenue typically vary from year to year and individual projects may vary substantially in their periods of performance and aggregate dollar value. Our product sales consist of both prototype low volume sales, which are generally sold to a broad range of customers, and annually recurring higher volume production for customers. During the quarter ended June 30, 2006 we announced that we had received additional orders from a new volume production customer that increased the level of vehicle auxiliary motors we expect to deliver to this customer during the fiscal year to approximately 30,000 units. Shipments associated with this order began in March of 2006 and have increased steadily throughout the first quarter. As a result, product sales for the first quarter rose sequentially to $476,978 from $241,452 for the preceding quarter, but declined versus the $685,617 of product sales in the comparable quarter last fiscal year. The decline quarter-over-quarter is principally attributable to product sales of new production wheelchair motors in the prior fiscal year quarter that are no longer in production and decreased levels of low volume product shipments.

For the quarter ended June 30, 2006 contract services revenue derived from funded engineering activities increased to $824,354 versus $467,588 for the comparable quarter last fiscal year. The increase is attributable to improved utilization of billable personnel. Gross profit margins on contract services improved to 20.5 percent for the quarter ended June 30, 2006 versus a negative 41.7 percent for the comparable quarter last fiscal year, reflecting improved overhead absorption and fewer cost overruns on funded projects. Gross profit margins on product sales declined to a negative 9.9 percent for the first quarter versus 11.9 percent for the comparable quarter last year, due to costs associated with the launch of production for the new customer discussed above. Expenditures on production engineering activities for the quarter ended June 30, 2006 rose to $248,372 versus $166,690 for the comparable quarter last fiscal year due to additional staffing and increased prototype and sample expenses.

Internally funded research and development costs rose  for the quarter ended June 30, 2006 to $95,151 versus $30,320 for the first quarter last year due to additional cost-share type contract expenditures and higher levels of internally-funded projects.

During the quarter ended June 30, 2006 we implemented the provisions of FAS 123R, which mandates the expensing of compensation arising from employee stock options issued in previous years that were earned during the quarter as well as compensation arising from stock options issued and earned during the first quarter. During the quarter ended June 30, 2006 we recorded non-cash compensation expense associated with stock options issued in prior fiscal years totaling $160,975. We did not issue any stock options during the first quarter. The classification of compensation expense arising from the implementation of FAS 123R in our statement of operations is as follows:

Non-cash stock option
compensation expense

Costs of contract services

          $  36,343

Costs of product sales

                7,810

Research and development

                6,141

Production engineering

              25,199

Selling, general and administrative

              85,482

Total

          $ 160,975

Loss from continuing operations for the quarter ended June 30, 2006 was $785,684, or $0.03 per common share, versus a loss of $720,374, or $0.03 per common share, for the comparable quarter last year. The increase in losses for the quarter versus the comparable quarter last year is generally attributable to higher expenditures on research and development and production engineering and the expensing of compensation costs arising from stock options issued in prior fiscal years.

During the quarter the exercise of employee stock options and underwriter warrants resulted in cash proceeds to us of $1,041,867. Principally due to these financing cash flows, cash and cash equivalents at June 30, 2006 declined by only $176,362, despite cash used in operating and investing activities totaling $1,180,685. We believe our existing cash and short-term investments, which amounted to approximately $9.8 million at June 30, 2006, will be adequate to fund our operations over the next several years.

Financial Condition

Cash and cash equivalents and short-term investments were $9,751,981 versus $10,086,200, and working capital (the excess of current assets over current liabilities) was $10,586,627 compared with $10,415,409, at June 30, 2006 and March 31, 2006, respectively. The decrease in cash and short-term investments and working capital is primarily attributable to cash used in operating and investing activities, offset, in part, by cash proceeds from the exercise of stock options and underwriter warrants during the quarter.

Accounts receivable increased $322,465 to $834,874 at June 30, 2006 from $512,409 at March 31, 2006. The increase is primarily attributable to increased product shipments during the first quarter of fiscal 2007. Historically, we have had nominal bad debt expense arising from uncollectible accounts receivable due to the high credit quality of our customers. Accordingly, no allowance for bad debts has been recorded at June 30, 2006 or March 31, 2006, respectively.

Costs and estimated earnings on uncompleted contracts increased $36,046 to $486,090 at June 30, 2006 versus $450,044 at March 31, 2006. The increase is due to less favorable billing terms on certain contracts in process at June 30, 2006 versus March 31, 2006. Estimated earnings on contracts in process rose to $264,495 or 12.9 percent of contracts in process of $2,046,781 at June 30, 2006 compared to estimated earnings on contracts in process of $221,382 or 8.2 percent of contracts in process of $2,695,407 at March 31, 2006. The increase in estimated margins on contracts in process is attributable to improved overhead absorption and decreased levels of cost overruns.

Inventories rose $187,968 to $655,453 at June 30, 2006 principally due to higher levels of raw material, work-in-process and finished goods inventories which rose $17,537, $143,837 and $26,594, respectively. The increase in each of these components of our inventories is attributable to the ramp-up of production for vehicle auxiliary motors and higher levels of low volume product production during the quarter.

Prepaid expenses and other current assets increased to $317,717 at June 30, 2006 from $118,439 at March 31, 2006 reflecting the prepayment of insurance premium costs on our commercial insurance coverages.

We invested $241,886 for the acquisition of property and equipment during the quarter ended June 30, 2006 compared to $39,472 during the comparable quarter last fiscal year. The increase in capital expenditures is primarily due to the installation of a semi-automated high volume motor manufacturing cell.

Patent and trademark costs, net of accumulated depreciation decreased to $531,406 at June 30, 2006 from $552,382 at March 31, 2006 reflecting the systematic amortization of these costs.

Accounts payable increased $37,070 to $571,498 at June 30, 2006 from $534,428 at March 31, 2006, primarily due to the launch of a new high volume motor and the resulting increase in component purchases during the first quarter.

Other current liabilities decreased $48,101 to $260,996 at June 30, 2006 from $309,097 at March 31, 2006. The decrease is primarily attributable to lower levels of accrued legal and accounting fees, accrued personal property and real estate taxes and accrued warranty costs.

Short-term and long-term deferred compensation under executive employment agreements rose $127,636 and declined $78,373, respectively, at June 30, 2006, reflecting our estimate of the timing and amount of the potential liability for future severance payments under employment agreements with executive officers.

Liabilities and commitments of discontinued operations were $42,677 at June 30, 2006 compared to $62,004 at March 31, 2006 reflecting the estimated obligation for future lease payments on subleased facilities of our discontinued electronic products segment for which we are the primary obligor. See also note 9 to the consolidated financial statements.

Billings in excess of costs and estimated earnings on uncompleted contracts increased $141,386 to $363,012 at June 30, 2006 from $221,626 at March 31, 2006 reflecting increased levels of billings on certain engineering contracts in advance of the performance of the associated work during the quarter ended June 30, 2006.

Long-term debt, less current portion decreased $23,956 to $597,729 at June 30, 2006 from $621,685 at March 31, 2006 reflecting principal repayments on the mortgage debt for our Frederick, Colorado facility.

Common stock and additional paid-in capital increased to $251,306 and $70,498,952, respectively, at June 30, 2006 compared to $247,760 and $69,293,461 at March 31, 2006. The increases were primarily attributable to the exercise of stock options and underwriter warrants during the quarter which resulted in cash proceeds to us of $1,041,867.

Results of Continuing Operations

Continuing operations for the first quarter ended June 30, 2006, resulted in a loss of $785,684, or $0.03 per common share, compared to a loss from continuing operations of $720,374, or $0.03 per common share for the same quarter last year. The increase in the loss from continuing operations for the quarter is primarily attributable to higher levels of research and development expenditures, production engineering expenses and selling general and administrative expenditures with the majority of the increase in these expenditures arising from non-cash compensation charges associated with the expensing of stock options granted in prior fiscal years.

Revenue from contract services rose $356,766 to $824,354 at June 30, 2006 compared to $467,588 for the comparable quarter last year. The increase is primarily attributable to improved staff utilization on revenue generating programs.

Product sales for the first quarter declined to $476,978 compared to $685,617 for the comparable quarter last year, but rose sequentially from the previous quarter’s $241,452. Power Products segment revenue for the quarter ended June 30, 2006 declined slightly to $421,700 compared to $428,061 for the comparable quarter last year and rose sequentially from last quarter’s $78,325. The quarter-over-quarter decline is principally attributable to product sales of new production wheelchair motors in the prior fiscal year quarter that are no longer in production. Technology segment revenue for the first quarter increased to $879,632 compared to $725,144 for first quarter last fiscal year due to higher levels of contract services revenue, which were partially offset by decreased levels of low volume product shipments. Technology segment product revenue for the first quarter decreased to $55,278 compared to $257,556 for the first quarter last year, due to decreased shipments of propulsion motors and controllers.

Gross profit margins for the quarter ended June 30, 2006 improved to 9.4 percent compared to a negative 9.8 percent for the comparable quarter last year primarily due to improved gross profit margin on contract services revenue, which were partially offset by decreased gross profit margin on product sales. Gross profit margin on contract services was 20.5 percent for the first quarter this fiscal year compared to a negative 41.7 percent for the first quarter last year. The increase in contract services margins for the first quarter this fiscal year versus the same quarter last fiscal year is attributable to improved overhead absorption and fewer cost overruns on funded projects. Gross profit margin on product sales for the first quarter this year was a negative 9.9 percent compared to 11.9 percent for the first quarter last year. The decrease in margins on product sales for the first quarter is attributable to costs associated with the launch of production for a new customer.

Research and development expenditures for the quarter ended June 30, 2006 rose to $95,151 compared to $30,320 for the quarter ended June 30, 2005. The increase is primarily due to additional cost-share type contract expenditures, higher levels of internally funded projects and non-cash compensation charges associated with the expensing of stock options granted in prior fiscal years.

Production engineering costs were $248,372 for the first quarter versus $166,690 for the same quarter last year. The increase is attributable to additional staffing, increased prototype and sample expenses and non-cash compensation charges associated with the expensing of stock options granted in prior fiscal years.

Selling, general and administrative expense for the quarter ended June 30, 2006 was $672,517 compared to $448,445 for the same quarter last year. The increase is primarily attributable to increased accounting and legal expenses and non-cash compensation charges associated with the expensing of stock options granted in prior fiscal years.

Interest income rose to $120,652 for the first quarter compared to $56,165 for the comparable quarter last year. The increase is attributable to higher yields on invested balances during the current quarter.

Interest expense decreased to $12,427 for the first quarter versus $16,592 for the comparable quarter last year. The decrease is due to lower average mortgage borrowings outstanding throughout the current quarter.

Results of Discontinued Operations

In January 2004, we committed to a plan to exit our contract electronics manufacturing business whose results were reported as the electronic products segment. In May 2004, we completed the divestiture of equipment and inventory of this business. We are the primary obligor on a lease for the facility previously occupied by this divested business. The facility has been subleased at a rental rate below that provided for in the master lease. At June 30, 2006 liabilities and commitments of discontinued operations totaled $42,677, all of which was associated with the lease commitment.

The operating results of this business for the quarters ended June 30, 2006 and 2005 has been reported separately as discontinued operations. Loss from discontinued operations includes interest expense on debt used to acquire manufacturing machinery and equipment but does not include allocations of general corporate overheads, which have been allocated to other business segments. Operating results of all prior periods presented have been adjusted to reflect the contract electronics manufacturing business as discontinued operations.

Loss from discontinued operations for the quarter ended June 30, 2006 was $2,112 or nil per common share versus $10,431 or nil per common share for the comparable quarter last fiscal year.

Liquidity and Capital Resources

Our cash balances and liquidity throughout the quarter ended June 30, 2006 were adequate to meet operating needs. At June 30, 2006, we had working capital (the excess of current assets over current liabilities) of $10,586,627 compared to $10,415,409 at March 31, 2006.

For the quarter ended June 30, 2006 net cash used in operating activities of continuing operations was $1,092,884 compared to net cash used in operating activities of $686,353 for the comparable quarter last year. The increase in cash used in operating activities was primarily attributable to higher levels of accounts receivable, inventories and prepaid expenses, which were partially offset by lower levels of operating losses, excluding non-cash compensation expense from stock option grants in prior periods and higher levels of billings in excess of costs and estimated earnings on uncompleted contracts.

Net cash used in investing activities of continuing operations for the quarter ended June 30, 2006 was $87,801 compared to cash used by investing activities of $306,707 for the comparable quarter last year. The decrease for the quarter was due to higher levels of maturities of short-term securities, which was partially offset by an increase in capital expenditures for equipment.

Net cash provided by financing activities of continuing operations was $1,025,762 for the quarter ended June 30, 2006 versus $3,904,513 for the first quarter last year. The decrease arises from the completion of a private placement of our common stock to an institutional investor during the first quarter last year which generated cash in excess of that received during the first quarter this year from the issuance of common stock upon the exercise of stock options and underwriter warrants.

We expect to manage our operations and working capital requirements to minimize the future level of operating losses and working capital usage consistent with execution of our business plan; however, we cannot provide assurance that we will be successful in achieving these objectives. We believe our available cash resources are sufficient to fund our expected level of operations for the next several years. We have begun, and expect to continue, to make substantial investments from our available cash and short-term investments for additional human resources, manufacturing facilities and equipment, production and application engineering, among other things. We expect to fund our operations over at least the next several years from existing cash and short-term investment balances and from available bank financing, if any. We cannot, however, provide any assurance that our existing financial resources will be sufficient to execute our business plan. If our existing financial resources are not sufficient to execute our business plan, we may issue equity or debt securities in the future. In the event financing or equity capital to fund future growth is not available on terms acceptable to us, we will modify our strategy to align our operation with then available financial resources.

Contractual Obligations

The following table presents information about our contractual obligations and commitments as of June 30, 2006:

                                      Payments due by Period                                    

              

       Total  

Less Than
     1 Year  

2 – 3
 Years

4 – 5
Years

More than
  5 Years   

Long-term debt obligations

$     691,398 

93,669   

208,446

389,283

-         

Operating lease obligations (1)

     198,108 

198,108   

-      

-      

-         

Purchase obligations

     1,187,624 

    1,187,624   

-      

-      

-         

Executive employment agreements (2)

  2,271,250 

   616,683   

783,067

396,400

475,100   

Total

$  4,348,380 

2,096,084   

991,513

785,683

475,100   

(1) Does not include sublease payments of $145,000 over the remaining term of a facility lease.

(2) Includes future salary payments, potential retirement pay, and severance pay obligations of which $260,124 has been recorded       as deferred compensation under executive employment agreements.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that effect the dollar values reported in the consolidated financial statements and accompanying notes. Note 1 to the consolidated financial statements contained in our annual report on Form 10-K for the fiscal year ended March 31, 2006 describes the significant accounting policies and methods used in preparation of the consolidated financial statements. Estimates are used for, but not limited to, allowance for doubtful accounts receivables, costs to complete contracts, recoverability of inventories, and potential future lease obligations arising from discontinued operations. Actual results could differ materially from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in preparation of the consolidated financial statements.

Accounts Receivable

Our trade accounts receivable are subject to credit risks associated with the financial condition of our customers and their liquidity. We evaluate all customers periodically to assess their financial condition and liquidity and set appropriate credit limits based on this analysis. As a result, the collectibility of accounts receivable may change due to changing general economic conditions and factors associated with each customer’s particular business. We have established no reserve for potentially uncollectible trade accounts receivable, which is our best estimate of the amount of trade accounts receivable that we believe are uncollectible due to the foregoing factors. It is reasonably possible, that future events or changes in circumstances could cause the realizable value of our trade accounts receivable to decline materially, resulting in material losses.

Asset Recovery and Realization – Discontinued Operations

In May 2004, we completed the divestiture of equipment and inventory of our electronics product segment. We are the primary obligor on a lease for the facility previously occupied by this divested business. The facility has been subleased at a rental rate below that provided for in the master lease. Accordingly, we have recorded a liability for the difference between these two amounts which totaled $42,677 at June 30, 2006. At this time we believe our currently recorded liabilities for discontinued operations are adequate to cover potential future obligations that may arise.

Our estimate of future sublease payments could change materially based on future developments and events. Any change in this estimate could result in a material change in our financial condition and results of operations.

Inventories

We maintain raw material inventories of electronic components, motor parts and other materials to meet our expected manufacturing needs for proprietary products and for products manufactured to the design specifications of our customers. Some of these components may become obsolete or impaired due to bulk purchases in excess of customer requirements. Accordingly, we periodically assesses our raw material inventory for potential impairment of value based on then available information, expectations and estimates and establish impairment reserves for estimated declines in the realizable value of our inventories. The actual realizable value of our inventories may differ materially from these estimates based on future occurrences. It is reasonably possible that future events or changes in circumstances could cause the realizable value of our inventories to decline materially, resulting in additional material impairment losses.

Percentage of Completion Revenue Recognition on Long-term Contracts: Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts

We recognize revenue on the development projects funded by our customers using the percentage-of-completion method. Under this method, contract services revenue is based on the percentage that costs incurred to date bear to management’s best estimate of the total costs to be incurred to complete the project. Many of these contracts involve the application of our technology to customers’ products and other applications with demanding specifications. Management’s best estimates have sometimes been adversely impacted by unexpected technical challenges requiring additional analysis and redesign, failure of electronic components to operate in accordance with manufacturers published performance specifications, unexpected prototype failures requiring the purchase of additional parts and a variety of other factors that may cause unforeseen delays and additional costs. It is reasonably possible that total costs to be incurred on any of the projects in process at June 30, 2006 could be materially different from management’s estimates, and any modification of management’s estimate of total project costs to be incurred could result in material changes in the profitability of affected projects or result in material losses on any affected projects.

Share-Based Compensation

In the first quarter of fiscal 2007, we adopted SFAS No. 123(R), which requires the measurement at fair value and recognition of compensation expense for all share-based payment awards. We use the Black-Scholes-Merton option pricing model to estimate the fair value of employee stock options consistent with the provisions of SFAS No. 123(R). Option pricing models, including the Black-Scholes-Merton model, require the use of input assumptions, including expected volatility, expected life, expected dividend rate, and expected risk-free rate of return. We use the simplified calculation of expected life described in the SEC’s Staff Accounting Bulletin 107, due to changes in the vesting terms and contractual life of current option grants compared to our historical grants. If we change our option pricing input assumptions based on future events or determine that a different method of determining expected life was more reasonable than our current methods, or if another method for calculating these input assumptions was prescribed by authoritative guidance, the fair value calculated for share-based awards could change significantly.

In addition, SFAS No. 123(R) requires us to develop an estimate of the number of share-based awards which will be forfeited due to employee turnover. Quarterly changes in the estimated forfeiture rate can have a significant effect on reported share-based compensation. Any such adjustments may affect our gross margin, research and development expenses, production engineering and selling, general, administrative expenses. The expense we recognize in future periods could also differ significantly from the current period and/or our forecasts changing circumstances.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. We do not use financial instruments to any degree to manage these risks and do not hold or issue financial instruments for trading purposes. All of our product sales, and related receivables are payable in U.S. dollars. We are not subject to interest rate risk on our debt obligations.

ITEM 4.    CONTROLS AND PROCEDURES

Controls Evaluation and Related CEO and CFO Certifications.

We conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (Disclosure Controls) as defined by Rule 13a-15(e) of the Exchange Act as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Attached as exhibits to this Quarterly Report are certifications of the CEO and the CFO, which are required by Rule 13a-15(b) of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with US generally accepted accounting principles. To the extent that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our periodic controls evaluation.

Limitations on the Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our Disclosure Controls or our internal control over financial reporting will prevent all errors and all fraud. Our control system, has been designed to provide reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, the Company’s implementation of the controls and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the controls evaluation, we sought to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning control effectiveness can be reported in our Quarterly Reports on Form 10-Q and in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are also evaluated on an ongoing basis by personnel in our finance organization.

The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Among other matters, we also considered whether our evaluation identified any "significant deficiencies" or "material weaknesses" in our internal control over financial reporting, and whether we had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important both for the controls evaluation generally, and because item 5 in the certifications of the CEO and CFO require that the CEO and CFO disclose that information to our Board’s Audit Committee and to our independent auditors. In the professional auditing literature, a "significant deficiency" is an internal control deficiency that, alone or in the aggregate with others, results in more than a remote likelihood that a misstatement of a company’s financial statements that is more than inconsequential in amount will not be prevented or detected. Auditing literature defines a "material weakness" as a significant deficiency that, alone or in the aggregate with others, results in more than a remote likelihood that a material misstatement in a company’s financial statements will not be prevented or detected. During the course of our evaluation this quarter, we identified a few internal control procedures that should be changed to improve the effectiveness of our internal controls. We do not believe that any of the internal control procedures we expect to improve represented a material weakness, or is reasonably likely to materially affect, our internal control over financial reporting in a manner requiring disclosure in accordance with Item 308(c) of Regulation S-K.

Conclusions

Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective, at the reasonable assurance level, in: 1) identifying material information required to be disclosed in Exchange Act Reports; 2) providing that material information is recorded, processed, summarized and reported within the time periods specified by the SEC; and 3) providing that material information relating to the Company and its consolidated subsidiaries is made known to management, including the CEO and CFO.

 

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

We are involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, and based on current available information, the ultimate disposition of these matters is not expected to have a material adverse effect on our financial position, results of operations or cash flow, although there can be no assurance that adverse developments in these matters could not have a material impact on a future reporting period.

ITEM 5. OTHER INFORMATION

Risk Factors

Before investing in our securities you should carefully consider the following factors and other information in this document and the information incorporated by reference.

We have incurred significant losses and may continue to do so.

We have incurred significant net losses. For the quarter ended June 30, 2006 and 2005, our net loss was $787,796 and $730,805. Our net loss for each of the last three fiscal years were as follows:

                           Fiscal Year Ended March 31,                         

      2006      

      2005     

     2004      

Net loss

$   2,784,970 

$ 1,868,896 

$ 4,786,953 

We have had accumulated deficits as follows:

June 30, 2006

$ 57,584,643 

March 31, 2006

$ 56,796,847 

March 31, 2005

$ 54,011,877 

In the future we plan to make additional investments in product development and commercialization, which is likely to cause us to remain unprofitable.

Our operating losses and working capital requirements could consume our current cash balances.

Our net loss for the quarter ended June 30, 2006 was $787,796 versus a net loss for the comparable quarter last year of $730,805. At June 30, 2006, our cash and short-term investments totaled $9,751,981. If our losses continue, operations could consume some or all of our cash balances. We expect to make additional investments in human resources, manufacturing facilities and equipment, production and application engineering, among other things, in order to effectively compete in the emerging market for hybrid electric vehicles. We cannot assure, however, that our existing cash resources will be sufficient to complete our business plan. Should our existing cash resources be insufficient, we may need to secure additional funding. We cannot assure you, however, that funding will be available on terms acceptable to us, if at all.

Our government contracts can be cancelled with little or no notice and could restrict our ability to commercialize our technology.

Some of our technology has been developed under government funding by United States government agencies. In some cases, government agencies in the United States can require us to obtain or produce components for our systems from sources located in the United States rather than foreign countries. Our contracts with government agencies are also subject to the risk of termination at the convenience of the contracting agency and in some cases grant "march-in" rights to the government. March-in rights are the right of the United States government or the applicable government agency, under limited circumstances, to exercise a non-exclusive, royalty-free, irrevocable worldwide license to any technology developed under contracts funded by the government to facilitate commercialization of technology developed with government funding. March-in rights can be exercised if we fail to commercialize the developed technology. The implementation of restrictions on our sourcing of components or the exercise of march-in rights by the government or an agency of the government could restrict our ability to commercialize our technology.

We face intense competition in our motor development and may be unable to compete successfully.

In developing electric motors for use in vehicles and other applications, we face competition from very large domestic and international companies, including the world’s largest automobile manufacturers. These companies have far greater resources to apply to research and development efforts than we have, and they may independently develop motors that are technologically more advanced than ours. These competitors also have much greater experience in and resources for marketing their products.

If we fail to develop and achieve market acceptance for our products, our business may not grow.

We believe our proprietary systems are suited for a wide range of hybrid electric vehicle platforms. We currently expect to make substantial investments in human resources, manufacturing facilities and equipment, production and application engineering, among other things, to capitalize on the anticipated expansion in demand for products related to this market area. However, our experience in this market area is limited. Our sales in this area will depend in part on the market acceptance of and demand for our proprietary propulsion systems and future products. We cannot be certain that we will be able to introduce or market our products, develop other new products or product enhancements in a timely or cost-effective manner or that our products will achieve market acceptance.

If we are unable to protect our patents and other proprietary technology, we will be unable to prevent third parties from using our technology, which would impair our competitiveness and ability to commercialize our products. In addition, the cost of enforcing our proprietary rights may be expensive and result in increased losses.

Our ability to compete effectively against other companies in our industry will depend, in part, on our ability to protect our proprietary technology. Although we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be successful in doing so. We have historically pursued patent protection in a limited number of foreign countries where we believe significant markets for our products exist or where potentially significant competitors have operations. It is possible that a substantial market could develop in a country where we have not received patent protection and under such circumstances our proprietary products would not be afforded legal protection in these markets. Further, our competitors may independently develop or patent technologies that are substantially equivalent or superior to ours. We cannot assure that additional patents will be issued to us or, if they are issued, as to the scope of their protection. Patents granted may not provide meaningful protection from competitors. Even if a competitor’s products were to infringe patents owned by us, it would be costly for us to pursue our rights in an enforcement action, it would divert funds and resources which otherwise could be used in our operations and we cannot assure that we would be successful in enforcing our intellectual property rights. In addition, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country where we may operate or sell our products in the future. If third parties assert technology infringement claims against us, the defense of the claims could involve significant legal costs and require our management to divert time and attention from our business operations. If we are unsuccessful in defending any claims of infringement, we may be forced to obtain licenses or to pay royalties to continue to use our technology. We may not be able to obtain any necessary licenses on commercially reasonable terms or at all. If we fail to obtain necessary licenses or other rights, or if these licenses are costly, our results of operations may suffer either from reductions in revenues through our inability to serve customers or from increases in costs to license third-party technologies.

Use of our motors in vehicles could subject us to product liability claims, and product liability insurance claims could cause an increase in our insurance rates or could exceed our insurance limits, which could impair our financial condition, results of operations and liquidity.

Because some of our motors are designed to be used in vehicles, and because vehicle accidents can cause injury to persons and property, we are subject to a risk of claims for product liability. We carry product liability insurance of $1 million covering all of our products. If we were to experience a large insured loss, it might exceed our coverage limits, or our insurance carriers could decline to further cover us or raise our insurance rates to unacceptable levels, any of which could impair our financial position and results of operations.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

31.1 Certification of Chief Executive Officer

31.2 Certification of Chief Financial Officer

32.1 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxely Act of 2002

Reports on Form 8-K

None.

SIGNATURES

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 thereunto duly authorized.

UQM Technologies, Inc.

Registrant

Date:  July 27, 2006

   /s/  Donald A. French

 Donald A. French

 Treasurer

(Principal Financial and

 Accounting Officer)