UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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

For the quarterly period ended June 30, 2002

Commission file number 1-10869

                UQM TECHNOLOGIES, INC.                
(Exact name of registrant as specified in its charter)

           Colorado                        84-0579156     
(State or other jurisdiction of        (I.R.S. Employer    
incorporation or organization)       Identification No.)

425 Corporate Circle    Golden, Colorado     80401   
(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     .

The number of shares outstanding (including shares held by affiliates) of the registrant's common stock, par value $0.01 per share at August 5, 2002, was 18,843,175.

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets, Continued

See accompanying notes to consolidated financial statements.

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations

(unaudited)

See accompanying notes to consolidated financial statements.

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)

(Continued)

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
(unaudited)

See accompanying notes to consolidated financial statements.

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)

(4) Inventories consists of:

UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(unaudited)

(5) Other current liabilities consists of:

At June 30, 2002, the Company had a line-of-credit of $.4 million with no amount outstanding. Interest on the line-of-credit is payable monthly at prime plus .75% (5.50% at June 30, 2002). Outstanding borrowings under the line-of-credit are secured by accounts receivable, inventory and general intangibles, and are limited to certain percentages of eligible accounts receivable and inventory which changes from month-to-month. The line has various covenants which limit the Company's ability to dispose of assets, merge with another entity, and pledge trade receivables and inventories as collateral. The line-of-credit expired on July 31, 2002 and was not renewed.

 

(7) Common Stock Options and Warrants

Incentive and Non-Qualified Option Plans

The Company has reserved 4,166,994 shares of common stock for key employees, consultants and key suppliers under its 2002 Equity Incentive Plan and its 1992 and 1982 Incentive and Non-Qualified Option Plans. Under these option plans the exercise price of each option is set at the fair market value of the common stock on the date of grant and the maximum term of the options is 10 years from the date of grant. Options granted to employees 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 1982 and 1992 plans is 1,000,000 options. The maximum number of options that may be granted to any eligible employee in any calendar year under the 2002 plan is 500,000 options. Options granted under the Company's plans to employees require the option holder to abide by certain Company policies which restrict their ability to sell the underlying common stock.

 

 

 

 

 

 

 

 

 

 

 

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UQM TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(unaudited)

The following table summarizes activity under the plans for the quarter ended June 30, 2002:

The following table presents summarized information about stock options outstanding at June 30, 2002:

In February 1994, the Company's Board of Directors ratified a Stock Option Plan for Non-Employee Directors pursuant to which Directors may elect to receive stock options in lieu of cash compensation for their services as directors. The Company has reserved 500,000 shares of common stock for issuance pursuant to the exercise of options under the Plan. The options are exercisable from 3 to 10 years from the date of grant. Option prices are equal to the fair market value of common shares at the date of grant.

 

The following table presents summarized activity under the plan for the quarter ended June 30, 2002:

TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(unaudited)

The following table presents summarized information about stock options outstanding for non-employee directors:

 

	Options Outstanding			Options Exercisable
		Weighted	Weighted		Weighted
	Number	Average	Average	Number	Average
Range of	Outstanding	Remaining	Exercise	Exercisable	Exercise
Exercise Prices	at 6/30/02	Contractual Life	Price	at 6/30/02	Price
$4.25 - 5.06	25,275	4.3 years	$4.76	22,183	$4.83
$5.85 - 8.00	28,861	3.8 years	$6.98	16,652	$7.15
$4.25 - 8.00	54,136 =====	4.0 years	$5.94	38,835 ======	$5.83

Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123") defines a fair value method of accounting for employee stock options and similar equity instruments. SFAS 123 permits an entity to choose to recognize compensation expense by adopting the new fair value method of accounting or continue to measure compensation costs using the intrinsic value methods prescribed by APB25. The Company accounts for stock options granted to employees and directors of the Company under the intrinsic value method. Stock options granted to non-employees under the Company's Stock Option Plans are accounted for under the fair value method. Had the Company reported compensation costs as determined by the fair value method of accounting for option grants to employees and directors, net loss and net loss per common share would have been the pro forma amounts indicated in the following table: