UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 333-150888

T3 MOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		20-4987549 (I.R.S. Employer Identification No.)
2990 Airway Avenue, Suite A		92626
Costa Mesa, California		(Zip Code)
(Address of principal executive offices)

     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 þ NO o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

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

     As of August 15, 2011 the number of shares outstanding of the Registrant’s Common Stock, par value $0.001 per share was 12,881,027.

 

 

T3 MOTION, INC.
INDEX TO FORM 10-Q
June 30, 2011

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010			3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2011 and 2010 (unaudited)			4
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2011 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (unaudited)			6
Notes to the Condensed Consolidated Financial Statements (unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			42
Item 4. Controls and Procedures			42
PART II. OTHER INFORMATION			44
Item 1. Legal Proceedings			44
Item 1A. Risk Factors			44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			44
Item 3. Defaults upon Senior Securities			44
Item 4. (Removed and Reserved)			44
Item 5. Other Information			44
Item 6. Exhibits			45
Signatures			46
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

T3 MOTION, INC.

		June 30,				December 31,
		2011				2010
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	5,255,347			$	123,861
Restricted cash			10,000				10,000
Accounts receivable, net of reserves of $47,626 and $50,000, respectively			839,715				595,261
Related party receivables			39,420				35,722
Inventories			978,934				1,064,546
Prepaid expenses and other current assets			754,406				251,467
Total current assets			7,877,822				2,080,857
Property and equipment, net			407,018				564,700
Deposits			934,392				934,359
Total assets		$	9,219,232			$	3,579,916
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	725,620			$	1,335,761
Accrued expenses			730,423				1,483,220
Related party payables			—				51,973
Note payable			—				243,468
Derivative liabilities			534,217				9,633,105
Related party notes payable, net of debt discounts			215,122				4,391,121
Total current liabilities			2,205,382				17,138,648
Long-term liabilities:
Related party notes payable			1,000,000				2,121,000
Total liabilities			3,205,382				19,259,648
Commitments and contingencies
Stockholders’ equity (deficit):
Series A convertible preferred stock, $0.001 par value; 20,000,000 shares authorized; none and 11,502,563 shares issued and outstanding, respectively			—				11,503
Common stock, $0.001 par value; 150,000,000 shares authorized;
12,881,027 and 5,065,896 shares issued and outstanding, respectively			12,881				5,066
Additional paid-in capital			56,688,845				29,419,540
Accumulated deficit			(50,692,245	)			(45,120,210	)
Accumulated other comprehensive income			4,369				4,369
Total stockholders’ equity (deficit)			6,013,850				(15,679,732	)
Total liabilities and stockholders’ equity (deficit)		$	9,219,232			$	3,579,916

See accompanying notes to condensed consolidated financial statements

T3 MOTION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)

		Three Months Ended Ended June 30,								Six Months Ended Ended June 30,
		2011				2010				2011				2010
Net revenues		$	1,330,966			$	1,428,532			$	2,327,528			$	2,577,958
Cost of net revenues			1,178,864				1,221,824				2,135,796				2,349,273
Gross profit			152,102				206,708				191,732				228,685
Operating Expenses:
Sales and marketing			332,259				442,603				644,009				870,257
Research and development			226,647				431,961				460,559				752,467
General and administrative			925,335				887,571				1,746,880				1,916,984
Total operating expenses			1,484,241				1,762,135				2,851,448				3,539,708
Loss from operations			(1,332,139	)			(1,555,427	)			(2,659,716	)			(3,311,023	)
Other income (expense):
Interest income			1,778				324				1,821				1,227
Other income, net			831,487				1,120,226				1,823,181				1,875,781
Interest expense			(169,507	)			(1,011,310	)			(473,452	)			(1,693,111	)
Total other income, net			663,758				109,240				1,351,550				183,897
Loss before provision for income tax			(668,381	)			(1,446,187	)			(1,308,166	)			(3,127,126	)
Provision for income tax			—				—				800				800
Net loss			(668,381	)			(1,446,187	)			(1,308,966	)			(3,127,926	)
Deemed dividend to preferred stockholders			(3,398,269	)			(600,309	)			(4,263,069	)			(2,273,191	)
Net loss attributable to common stockholders		$	(4,066,650	)		$	(2,046,496	)		$	(5,572,035	)		$	(5,401,117	)
Other comprehensive income:
Foreign currency translation income			—				319				—				524
Comprehensive loss		$	(668,381	)		$	(1,445,868	)		$	(1,308,966	)		$	(3,127,402	)
Net loss per share: basic and diluted		$	(0.47	)		$	(0.42	)		$	(0.81	)		$	(1.16	)
Weighted average number of common shares outstanding:
Basic and diluted			8,672,880				4,853,847				6,879,353				4,680,435

See accompanying notes to condensed consolidated financial statements

T3 MOTION, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2011 (UNAUDITED)

																										Accumulated				Total
						Preferred								Common				Additional								Other				Stockholders’
		Preferred				Stock				Common				Stock				Paid-in				Accumulated				Comprehensive				Equity
		Shares				Amount				Shares				Amount				Capital				Deficit				Income				(Deficit)
BALANCE — December 31, 2010			11,502,563			$	11,503				5,065,896			$	5,066			$	29,419,540			$	(45,120,210	)		$	4,369			$	(15,679,732	)
Conversion of preferred stock to common stock			(11,502,563	)			(11,503	)			2,872,574				2,873				8,630				—				—				—
Conversion of notes payable and accrued interest to common stock units			—				—				1,771,128				1,771				6,197,178				—				—				6,198,949
Issuance of common stock units, net of offering costs of $2,100,659			—				—				3,171,429				3,171				8,996,171				—				—				8,999,342
Reclassification of derivative liability to equity due to conversion of preferred stock to common stock			—				—				—				—				4,182,992				—				—				4,182,992
Reclassification of conversion feature derivative liability to equity due to conversion of related party notes payable			—				—				—				—				702,605				—				—				702,605
Preferred stock dividend			—				—				—				—				4,263,069				(4,263,069	)			—				—
Reclassification of derivative liability to equity due to price adjustments on warrants			—				—				—				—				2,388,503				—				—				2,388,503
Share-based compensation expense			—				—				—				—				416,585				—				—				416,585
Relative fair value of warrants issued with related party notes payable			—				—				—				—				113,572				—				—				113,572
Net loss							—				—				—				—				(1,308,966	)			—				(1,308,966	)
BALANCE — June 30, 2011 (unaudited)			—			$	—				12,881,027			$	12,881			$	56,688,845			$	(50,692,245	)		$	4,369			$	6,013,850

See accompanying notes to condensed consolidated financial statements

T3 MOTION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Six Months Ended June 30,
		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,308,966	)		$	(3,127,926	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			159,722				183,640
Warranty expense			50,214				49,134
Share-based compensation expense			416,585				416,272
Change in fair value of derivative liabilities			(1,824,788	)			(1,867,179	)
Amortization of debt discounts			137,573				1,430,524
Change in operating assets and liabilities:
Accounts and other receivables			(244,454	)			(104,112	)
Inventories			85,612				(250,012	)
Prepaid expenses and other current assets			(502,939	)			(197,591	)
Deposits			(33	)			31,838
Purchase of certificate of deposit			—				(10,000	)
Accounts payable and accrued expenses			(835,203	)			170,767
Related party payables			(51,973	)			(104,931	)
Net cash used in operating activities			(3,918,650	)			(3,379,576	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans/advances to related parties			(3,698	)			(20,216	)
Purchases of property and equipment			(2,040	)			(32,295	)
Repayment of loans/advances to related parties			—				17,910
Net cash used in investing activities			(5,738	)			(34,601	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans/advances from related parties			—				50,000
Proceeds from related party notes payable			1,300,000				—
Proceeds from sale of common stock units, net of offering costs			8,999,342				—
Recission of common stock			—				(250,000	)
Proceeds from the sale of preferred stock, net of issuance costs			—				1,155,000
Repayment of note payable			(243,468	)			—
Repayment of related party notes payable			(1,000,000	)			—
Net cash provided by financing activities			9,055,874				955,000
Effect of exchange rate on cash			—				524
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			5,131,486				(2,458,653	)
CASH AND CASH EQUIVALENTS — beginning of period			123,861				2,580,798
CASH AND CASH EQUIVALENTS — end of period		$	5,255,347			$	122,145

See accompanying notes to condensed consolidated financial statements

T3 MOTION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) — Continued

		Six Months Ended June 30,
		2011				2010
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest		$	266,838			$	39,118
Income taxes		$	800			$	800
Supplemental disclosure of non cash activities:
Conversion of notes payable and accrued interest to common stock units		$	6,198,949			$	—
Reclassification of conversion feature derivative liability to equity due to conversion of related party notes payable to common stock units		$	702,605			$	—
Reclassification of derivative liability to equity due to price adjustments on warrants		$	2,388,503			$	—
Conversion option of preferred stock and warrants issued with preferred stock recorded as derivative liabilities		$	—			$	1,401,360
Reclassification of derivative liability to equity due to conversion of preferred stock to common stock		$	4,182,992			$	1,121,965
Debt discount and warrant liability recorded upon issuance of warrants		$	—			$	563,103
Amortization of preferred stock discount related to conversion feature and warrants		$	4,263,069			$	2,273,191
Debt discount based on relative fair value of warrant issued in connection with related party notes payable		$	113,572			$	—
Conversion of preferred stock to common stock		$	11,503			$	4,000
Deposits for equipment		$	—			$	470,599

T3 MOTION, INC.

NOTE 1 — DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

     T3 Motion, Inc. was incorporated on March 16, 2006, under the laws of the state of Delaware. T3 Motion and its wholly-owned subsidiary, T3 Motion, Ltd. (UK) (collectively, the “Company”), develop and manufacture personal mobility vehicles powered by electric motors. The Company’s initial product, the T3 Series, is an electric, three-wheel stand-up vehicle (“ESV”) that is directly targeted to the law enforcement and private security markets. Substantially all of the Company’s revenues to date have been derived from sales of the T3 Series ESVs and related accessories.

     The Company has entered into a distribution agreement with CT&T Co., Ltd, (“CT&T”) pursuant to which the Company has the exclusive right to market and sell the CT Series Micro Car, which is a low speed, four-wheel electric car, in the U.S. to the government, law enforcement and security markets.

     The Company is currently developing the R3, an Electric/Hybrid Vehicle, which is a plug-in hybrid vehicle that features a single, wide-stance wheel with two high-performance tires sharing one rear wheel. The Company has entered into a Letter of Intent with Panoz Automotive to provide engineering services and limited production for the launch of the R3. The Company anticipates introducing the R3 Vehicle in late 2011.

Interim Unaudited Condensed Consolidated Financial Statements

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the Securities and Exchange Commission (“SEC”) regulations for interim financial information. The principles for condensed interim financial information do not require the inclusion of all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair presentation of the consolidated results for the interim periods. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the entire fiscal year.

     The Company has evaluated subsequent events through the filing date of this quarterly report on Form 10-Q, and determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes.

     The Company’s condensed consolidated financial statements have been prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

      The Company has incurred significant operating losses and has used substantial amounts of working capital in its operations since its inception (March 16, 2006). The Company has an accumulated deficit of $(50.7) million as of June 30, 2011, and has a net loss of $(1.3) million and used cash in operations of $(3.9) million for the six months ended June 30, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

      The Company expects to continue to incur substantial additional operating losses from costs related to the continuation of product and technology development and administrative activities. The Company believes that its working capital at June 30, 2011 of $5.6 million, together with the revenues from the sale of its products, the implementation of its cost reduction strategy for material, production and service costs and the recent $11.1 million Public Offering, is sufficient to sustain its planned operations into the second quarter of 2012; however, the Company cannot assure you of this and may require additional debt or equity financing in the future to maintain operations.

     The Company anticipates that it will pursue raising additional debt or equity financing to fund its new product development and expansion plans. The Company cannot make any assurances that management's cost reduction strategies will be effective or that any additional financing will be completed on a timely basis, on acceptable terms or at all. Management’s inability to successfully implement its cost reduction strategies or to complete any other financing will adversely impact the Company's ability to continue as a going concern.

Public Offering of the Company’s Securities

     On May 19, 2011, the Company consummated the $11.1 million Public Offering and received net proceeds of $8,999,342, after deducting commissions and offering costs. In connection with the Public Offering, the Company sold to the underwriters, for a purchase price of $100, a share purchase warrant to purchase up to an additional 142,857 shares of common stock, at an exercise price of $4.38 per share.

     The transaction resulted in the issuance of 3,171,429 units, at $3.50 per unit, of the Company’s securities. Each unit consists of one share of the Company’s common stock, one Class H warrant and one Class I warrant. Each warrant grants the holder the right to purchase one share of the Company’s common stock. In connection with the Public Offering, the Company effected a one-for-10 reverse stock split of its common stock, which allowed it to meet the minimum share price requirement of the NYSE Amex, LLC, (the “AMEX”). The Company has entered into agreements offering contractual rights to investors that purchased $500,000 or more of our units in the Public Offering or converted at least $500,000 of existing securities into substantially identical units. The agreements with such investors grant them approval rights to certain change of control transactions. Such agreements will also grant them approval rights, subject to certain exceptions, to financings at a per share purchase price below the exercise price of their warrants.

     The Company effected a one-for-10 reverse stock split of its common stock after the effectiveness of the registration statement and prior to the closing of the Public Offering, which allowed it to meet the minimum share price requirement to list on the NYSE Amex, LLC (“AMEX”). All information included in this quarterly filing has been adjusted to reflect the effect of the reverse stock split.

     In connection with the Public Offering and AMEX listing, Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund (collectively “Vision”); and Ki Nam, our Chief Executive Officer, converted their $3.5 million and $2.1 million debentures plus accrued interest, respectively, into 1,138,885 and 632,243 units substantially identical to the units sold in the Public Offering. The registration statement registering such securities for resale was declared effective by the SEC on June 30, 2011.

     In connection with the Public Offering and AMEX listing, the Company’s preferred stockholders have converted all outstanding Series A Convertible Preferred Stock (“Series A Preferred”) into 2,872,574 shares of the Company’s common stock. Included in this conversion were of 9,370,698 and 976,865 shares of Series A Preferred held by Vision and Mr. Nam of 9,370,698 and 976,865, respectively, which converted into 2,340,176 and 243,956 shares of common stock, respectively. The registration statement registering such securities for resale was declared effective by the SEC on June 30, 2011.

Principles of Consolidation

     The accompanying condensed consolidated financial statements include the accounts of T3 Motion, Inc. and its wholly owned subsidiary, T3 Motion Ltd. (UK) (the “Subsidiary”). All significant inter-company accounts and transactions are eliminated in consolidation.

Use of Estimates

     The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to; collectibility of receivables, recoverability of long-lived assets, realizability of inventories, warranty accruals, valuation of share-based transactions, valuation of derivative liabilities and realizability of deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Concentrations of Credit Risk

Cash and Cash Equivalents

     The Company maintains its non-interest bearing transactional cash accounts at financial institutions for which the Federal Deposit Insurance Corporation (“FDIC”) provides unlimited insurance coverage through December 31, 2012. For interest bearing cash accounts, from time to time, balances exceed the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to these deposits. At June 30, 2011, the Company had approximately $4.9 million in cash deposits in excess of the FDIC limit.

     The Company considers cash equivalents to be all short-term investments that have an initial maturity of 90 days or less and are not restricted. The Company invests its cash in short-term money market accounts.

Restricted Cash

     Under a credit card processing agreement with a financial institution, the Company is required to maintain a security deposit as collateral. The amount of the deposit is at the discretion of the financial institution and as of June 30, 2011 was $10,000.

Accounts Receivable

     The Company performs periodic evaluations of its customers and maintains allowances for potential credit losses as deemed necessary. The Company generally does not require collateral to secure accounts receivable. The Company estimates credit losses based on management’s evaluation of historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of its allowance for doubtful accounts. At June 30, 2011 and December 31, 2010, the Company had an allowance for doubtful accounts of $47,626 and $50,000, respectively. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts.

     As of June 30, 2011 and December 31, 2010, no single customer accounted for more than 10% and two customers accounted for approximately 51% of total accounts receivable, respectively. No single customer accounted for more than 10% and one customer accounted for approximately 15% of net revenues for the three months ended June 30, 2011 and 2010, respectively, and no single customer accounted for more than 10% of net revenues and one customer accounted for 10% of net revenues for the six months ended June 30, 2011 and 2010, respectively.

Accounts Payable

     As of June 30, 2011, one vendor accounted for approximately 17% of total accounts payable, and as of December 31, 2010, no single vendor accounted for more than 10% of total accounts payable. Two vendors accounted for approximately 19% and one vendor accounted for approximately 12% of purchases for the three months ended June 30, 2011 and 2010, respectively, and three vendors accounted for approximately 44% of purchases and two vendors accounted for 28% of purchases for the six months ended June 30, 2011 and 2010, respectively.

Fair Value of Financial Instruments

     The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, related party receivables, accounts payable, accrued expenses, related party payables, related party notes payable and derivative liabilities. The carrying value for all such instruments except related party notes payable and derivative liabilities approximates fair value due to the short-term nature of the instruments. The Company cannot determine the fair value of its related party notes payable due to the related party nature and instruments similar to the notes payable could not be found. The Company’s derivative liabilities are recorded at fair value (see Note 6).

     The Company determines the fair value of its financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy:

     Level 1 — Valuations based on unadjusted quoted market prices in active markets for identical securities. Currently the Company does not have any items classified as Level 1.

     Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Currently the Company does not have any items classified as Level 2.

     Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. The Company used the Black-Scholes-Merton option pricing model to determine the fair value of the instruments.

     If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement.

     The Company’s cash equivalents consist of short-term investments in money market funds which are carried at fair value, and are classified as Level 1 assets.

Revenue Recognition

     The Company recognizes revenues when there is persuasive evidence of an arrangement, product delivery and acceptance have occurred, the sales price is fixed or determinable and collectability of the resulting receivable is reasonably assured.

     For all sales, the Company uses a binding purchase order as evidence of an arrangement. The Company ships with either FOB Shipping Point or Destination terms. Shipping documents are used to verify delivery and customer acceptance. For FOB Destination, the Company records revenue when proof of delivery is confirmed by the shipping company. The Company assesses whether the sales price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund. The Company offers a standard

product warranty to its customers for defects in materials and workmanship for a period of one year or 2,500 miles, whichever comes first (see Note 9), and has no other post-shipment obligations. The Company assesses collectibility based on the creditworthiness of the customer as determined by evaluations and the customer’s payment history.

     All amounts billed to customers related to shipping and handling are classified as net revenues, while all costs incurred by the Company for shipping and handling are classified as cost of net revenues.

     The Company does not enter into contracts that require fixed pricing beyond the term of the purchase order. All sales via distributor agreements are accompanied by a purchase order. Further, the Company does not allow returns of unsold items.

     The Company has executed various distribution agreements whereby the distributors agreed to purchase T3 Series packages (one T3 Series, two power modules, and one charger per package). The terms of the agreements require minimum re-order amounts for the vehicles to be sold through the distributors in specified geographic regions. Under the terms of the agreements, the distributor takes ownership of the vehicles and the Company deems the items sold at delivery to the distributor.

Share-Based Compensation

     The Company maintains a stock option plan (see Note 8) and records expenses attributable to the stock option plan. The Company amortizes stock-based compensation from the date of grant on a straight-line basis over the requisite service (vesting) period for the entire award using the Black-Scholes-Merton option pricing model.

     The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the accounting standards. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

     In accordance with the accounting standards, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expense in its consolidated balance sheets.

     Upon the exercise of common stock options, the Company issues new shares from its authorized shares.

Loss Per Share

     Basic loss per share is computed by dividing loss applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional common shares were dilutive. Options, warrants and shares associated with the conversion of debt and preferred stock to purchase approximately 12.1 million and 5.3 million shares of common stock were outstanding at June 30, 2011 and 2010, respectively, but were excluded from the computation of diluted earnings per share due to the net losses for the periods.

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
		(unaudited)								(unaudited)
Net loss		$	(668,381	)		$	(1,446,187	)		$	(1,308,966	)		$	(3,127,926	)
Deemed dividend to preferred stockholders			(3,398,269	)			(600,309	)			(4,263,069	)			(2,273,191	)
Net loss attributable to common stockholders		$	(4,066,650	)		$	(2,046,496	)		$	(5,572,035	)		$	(5,401,117	)
Weighted average number of common shares outstanding:
Basic and diluted			8,672,880				4,853,847				6,879,353				4,680,435
Net loss per share:
Basic and diluted		$	(0.47	)		$	(0.42	)		$	(0.81	)		$	(1.16	)

Business Segments

     The Company currently only has one reportable business segment due to the fact that the Company derives its revenue primarily from one product. The CT Micro Car is not included in a separate business segment due to nominal net revenues during the three and six months ended June 30, 2011. The revenue from domestic sales and international sales are shown below:

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2011				2010				2011				2010
Product		Net revenues				Net revenues				Net revenues				Net revenues
T3 Series domestic		$	1,009,158			$	1,313,011			$	1,732,541			$	2,379,590
T3 Series International			321,808				115,521				594,987				177,218
CT Series domestic			—				—				—				21,150
		$	1,330,966			$	1,428,532			$	2,327,528			$	2,577,958

NOTE 2 — INVENTORIES

     Inventories consist of the following:

		June 30,				December 31,
		2011				2010
		(unaudited)
Raw materials		$	809,910			$	788,496
Work-in-process			98,479				212,723
Finished goods			70,545				63,327
		$	978,934			$	1,064,546

NOTE 3 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other current assets consist of the following:

		June 30,				December 31,
		2011				2010
		(unaudited)
Prepaid inventory		$	582,581			$	148,410
Prepaid expenses and other current assets			171,825				103,057
		$	754,406			$	251,467

NOTE 4 — NOTE PAYABLE

     Note payable consisted of the following:

		June 30,				December 31,
		2011				2010
		(unaudited)
Note payable to Preproduction Plastics, Inc., interest payable monthly at 6% per annum, monthly payments of $50,000 plus interest, due May 2011			—			$	243,468

     In accordance with a settlement agreement (see Note 9), the Company agreed to pay compensatory damages, attorneys’ fees and costs totaling $493,468, to Preproduction Plastics, Inc., which was payable in monthly payments of $50,000 each, plus interest accruing at 6% per annum from the date of the settlement. In May 2011, the Company repaid the outstanding note balance and related accrued interest. During the three and six months ended June 30, 2011, the Company recorded $512 and $4,014 of interest expense, respectively.

NOTE 5 — RELATED PARTY NOTES PAYABLE

     Related party notes payable, net of discounts, consisted of the following:

		June 30,				December 31,
		2011				2010
		(unaudited)
Note payable to Immersive Media Corp. (“Immersive”), 19% interest rate, net of unamortized discount of $0 and $108,879, respectively.		$	—			$	891,121
Note payable to Vision Opportunity Master Fund, Ltd., 10% interest rate.			—				3,500,000
Note payable to Ki Nam, 12% interest rate, due April 25, 2012, net of unamortized discount of $84,878 and $0, respectively.			215,122				1,121,000
Note payable to Alfonso and Mercy Cordero, 10% interest rate, due October 1, 2013			1,000,000				1,000,000
			1,215,122				6,512,121
Less: current portion			(215,122	)			(4,391,121	)
		$	1,000,000			$	2,121,000

Immersive Note

     On December 31, 2007, the Company issued a 12% secured promissory note in the principal amount of $2,000,000 to Immersive, one of the Company’s stockholders. On March 31, 2008, the Company repaid $1,000,000 of the principal amount. The note was originally due December 31, 2008 and was secured by all of the Company’s assets (see amendments below).

     In connection with the issuance of the promissory note, the Company issued a warrant to Immersive for the purchase of 69,764 shares of the Company’s common stock at an exercise price of $10.80 per share. The warrants were immediately exercisable. The Company recorded a debt discount of $485,897 related to the fair value of the

warrants, which was calculated using the Black-Scholes Merton option pricing model. The debt discount was amortized to interest expense over the original term of the promissory note.

First Amendment to Immersive Note

     On December 19, 2008, the Company amended the terms of the promissory note with Immersive to, among other things, extend the maturity date of the outstanding balance of $1,000,000 from December 31, 2008 to March 31, 2010 and give Immersive the option to convert the promissory note during the pendency and prior to the closing of an equity offering into units of the Company’s securities at an original conversion price of $16.50 per unit. Each unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $20.00 per share. In the event the Company issues common stock or common stock equivalents for cash consideration in a subsequent financing at an effective price per share less than the original conversion price, the conversion price will reset to such effective price per share. The amended terms of the note resulted in terms that were substantially different from the terms of the original note. As a result, the modification was treated as an extinguishment of debt during the year ended December 31, 2008. There was no gain or loss recognized in connection with the extinguishment. At the date of the amendment, the Company did not record the value of the conversion feature as the conversion option was contingent on a future event.

     In December 2009, the Company issued 2,000,000 shares of its Series A Preferred in connection with an equity offering. As a result of the December 2009 equity offering, the Company recorded the estimated fair value of the conversion feature of $1,802 as a debt discount and amortized such amount to interest expense through the maturity of the note on March 31, 2010. The Company recorded the corresponding amount as a derivative liability and any change in fair value of the conversion feature was recorded through earnings.

     As consideration for extending the terms of the promissory note in December 2008, the Company agreed to issue warrants to Immersive for the purchase of up to 25,000 shares of the Company’s common stock at an exercise price of $20.00 per share, subject to adjustment. For every three months that the promissory note was outstanding, the Company issued Immersive a warrant to purchase 5,000 shares of the Company’s common stock. During the year ended December 31, 2009, the Company issued warrants to Immersive to purchase 20,000 shares of the Company’s common stock. The Company recorded a debt discount of $139,778 based on the estimated fair value of the warrants issued during the year ended December 31, 2009. As a result of the December 2009 equity offering, the exercise price of the warrants was adjusted to $5.00 per share (see Note 6 for a discussion on derivative liabilities). During the year ended December 31, 2010, the Company issued the remaining 5,000 warrants under the note. The Company recorded an additional debt discount of $15,274 based on the estimated fair value of the 5,000 warrants issued during the year ended December 31, 2010.

     During the three months ended March 31, 2010, the Company amortized $56,539 of the debt discounts to interest expense. As of March 31, 2010, prior to the second amendment to the Immersive note (see below), the debt discounts were fully amortized to interest expense.

Second Amendment to Immersive Note

     On March 31, 2010, Immersive agreed to extend the note to April 30, 2010. As consideration for extending the note, the Company agreed to exchange Immersive’s Class A warrants to purchase up to 69,764 shares of the Company’s common stock at an exercise price of $10.80 per share and its Class D warrants to purchase up to 25,000 shares of the Company’s common stock at an adjusted exercise price of $7.00 per share, for Class G warrants to purchase up to 69,764 shares and 25,000 shares of the Company’s common stock, respectively, each with an exercise price of $7.00 per share. The Company recorded a debt discount and derivative liability of $1,898 based on the incremental increase in the estimated fair value of the re-pricing of the 25,000 warrants. The Company recorded an additional debt discount and derivative liability in the amount of $216,811 based on the estimated fair value of the 69,764 warrants issued. The total debt discount was amortized in April 2010. The amended terms did not result in terms that were substantially different from the terms of the original note. Therefore, there was no extinguishment of debt as a result of the second amendment.

     The note and accrued interest were not repaid in full by April 30, 2010. As a result, per the agreement, the maturity date was extended to March 31, 2011 and the Company issued Class G warrants to purchase up to 104,000 shares of the Company’s common stock at an exercise price of $7.00 per share. The interest rate, which compounded annually, was also amended to 15.0%. The Company recorded interest expense of $63,361 and $67,500, related to the stated rate of interest during the six months ended June 30, 2011 and 2010, respectively, and had accrued interest of $0 and $110,000 at June 30, 2011 and December 31, 2010, respectively. The terms of the Class G warrants issued to Immersive are substantially similar to prior Class G warrants issued by the Company. The Company recorded a debt discount of $329,120 related to the fair value of the warrants issued. Amortization of this debt discount was $0 and $108,879, $0 and $46,891 for the three and six months ended June 30, 2011 and 2010, respectively.

Third Amendment to Immersive Note

     On March 30, 2011, Immersive agreed to extend the note to April 30, 2011. As consideration for extending the note, the Company agreed to increase the interest rate to 19% per annum compounded annually commencing on April 1, 2011. The amended terms of the note did not result in terms that were substantially different from the terms of the original note, therefore there was no extinguishment of debt.

Fourth Amendment to Immersive Note

     On April 30, 2011, Immersive agreed to extend the note to May 20, 2011. All terms of the note remained the same.

Repayment of Immersive Note

     On May 20, 2011, the Company repaid Immersive the principal and accrued interest balance of $1,127,861 due under the note.

Revaluation of Immersive derivative liabilities

     As a result of the Public Offering, the exercise price of the outstanding Series G common stock purchase warrants held by Immersive were adjusted (see Note 6).

Vision Opportunity Master Fund, Ltd. Bridge Financing

December 30, 2009 — 10% Convertible Debenture

     On December 30, 2009, the Company sold $3,500,000 principal amount of 10% secured convertible debentures (the “Debentures”) and warrants to Vision in a private placement pursuant to a Securities Purchase Agreement (the “Purchase Agreement”).

     The Debentures accrued interest on the unpaid principal balance at a rate equal to 10% per annum. The maturity date of the Debentures was December 30, 2010 (see below). At any time after the 240th calendar day following the issue date, the Debentures were convertible into “units” of Company securities at a conversion price of $1.00 per unit, subject to adjustment. Each “unit” consisted of one share of the Company’s Series A Preferred and a warrant to purchase one share of the common stock. As a result of the 240th day passing, the Company recorded an additional debt discount and corresponding derivative liability in the amount of $275,676 during the year ended December 31, 2010 (see Note 6). The Company may redeem the Debentures in whole or part at any time after June 30, 2010 for cash in an amount equal to 120% of the principal amount plus accrued and unpaid interest and certain other amounts due in respect of the Debentures. Interest on the Debentures was payable in cash on the maturity date or, if sooner, upon conversion or redemption of the Debentures. In the event of a default under the terms of the Debentures, the interest rate increases to 15% per annum. The Company recorded interest expense of $47,639, $87,500, and $135,139 and $175,000 related to the stated rate of interest, for the three and six months ended June 30, 2011 and 2010, respectively, and had accrued interest of $0 and $350,959 as of June 30, 2011 and December 31, 2010, respectively.

     The Purchase Agreement provided that during the 18 months following December 30, 2009, if the Company or its wholly owned subsidiary, T3 Motion, Ltd., a company incorporated under the laws of the United Kingdom (the “Subsidiary”), issue common stock, common stock equivalents for cash consideration, indebtedness, or a

combination of such securities in a subsequent financing (the “Subsequent Financing”), Vision may participate in such Subsequent Financing in an amount equal to Vision’s then percentage ownership of the Company’s common stock.

     The Purchase Agreement also provided that from December 30, 2009 to the date that the Debentures are no longer outstanding, if the Company effected a Subsequent Financing, Vision may elect, in its sole discretion, to exchange some or all of the Debentures then held by Vision for any securities issued in a Subsequent Financing on a “$1.00 for $1.00” basis (the “Exchange”); provided, however, that the securities issued in a Subsequent Financing will be irrevocably convertible, exercisable, exchangeable, or resettable (or any other similar feature) based on the price equal to the lesser of (i) the conversion price, exercise price, exchange price, or reset price (or such similar price) in such Subsequent Financing and (ii) $1.00 per share of common stock. Vision was obligated to elect the Exchange on a $0.90 per $1.00 basis (not a $1.00 for $1.00 basis) if certain conditions regarding the Subsequent Financing and other matters were met.

     Also pursuant to the Purchase Agreement, Vision received Class G common stock purchase warrants (the “Class G Warrants”). Pursuant to the terms of the Class G Warrants, Vision is entitled to purchase up to an aggregate of 350,000 shares of the Company’s common stock at an exercise price of $7.00 per share, subject to adjustment. The Class G Warrants have a term of five years after the issue date of December 30, 2009.

     In connection with the sale of the Debentures, the subsidiary entered into a subsidiary guarantee (“Subsidiary Guarantee”) for Vision’s benefit with respect to the Company’s obligations due under the Debentures. In addition, the Company and the Subsidiary also entered into a security agreement (“Security Agreement”) granting Vision a security interest in certain of the Company’s property to secure the prompt payment, performance, and discharge in full of all obligations under the Debentures and the Subsidiary Guarantee.

Amendment to December 30, 2009 10% Convertible Debenture

     On December 31, 2010, the Company and Vision amended the Debenture to extend the maturity date from December 31, 2010 to March 31, 2011. All other provisions of the Debenture remained unchanged. The amended terms of the Debenture did not result in terms that were substantially different from the terms of the original Debenture, therefore there was no extinguishment of debt.

Second Amendment to December 30, 2009 10% Convertible Debenture

     On March 31, 2011, the Company and Vision amended the Debenture to extend the maturity date from March 31, 2011 to June 30, 2011. All other provisions of the Debenture remained unchanged. The amended terms of the Debenture did not result in terms that were substantially different from the terms of the original Debenture, therefore there was no extinguishment of debt.

Conversion of 10% Convertible Debenture Upon Closing of May Public Offering

     In connection with the Public Offering and the AMEX Listing, the $3.5 million principal amount of the Debentures plus accrued interest of $486,098 was converted into 1,138,885 units of the Company’s securities on May 19, 2011.

Debt Discounts and Amortization

     The debt discount recorded on the Debentures was allocated between the warrants and conversion feature in the amount of $1,077,652 and $1,549,481, respectively. In addition, the Company recorded an additional debt discount during the year ended December 31, 2010 of $275,676 (see above). The debt discounts were amortized through the original maturity of the Debentures of December 30, 2010. During the three and six months ended June 30, 2011 and 2010, the Company amortized $0, $610,073, $0 and $1,108,384, respectively, of the debt discounts to interest expense.

Ki Nam Note

2009 Derivative Warrants

     As a result of the Public Offering, the exercise price of the outstanding 27,478 purchase warrants held by Ki Nam, Chairman and Chief Executive Officer, were adjusted to $7.87 per share.

2010 Note

     On February 24, 2011, the Company entered into a loan agreement with Ki Nam, its Chairman and Chief Executive Officer (the “2010 Note”), for previous advances to the Company. The agreement allowed Mr. Nam to advance up to $2.5 million for operating requirements. The 2010 Note bore interest at 10% per annum and was due on March 31, 2012, subject to an automatic one year extension. During the year ended December 31, 2010, Mr. Nam advanced $1,511,000 to the Company to be used for operating requirements. During October 2010, the Company repaid $390,000 of the advances, leaving a balance of $1,121,000 outstanding as of December 31, 2010. During the six months ended June 30, 2011, Mr. Nam advanced $1,000,000 to the Company to be used for operating requirements. The Company recorded interest expense of $32,529 and $68,095 for the three and six months ended June 30, 2011, respectively. The Company had accrued interest of $0 as of June 30, 2011 and $23,756 as of December 31, 2010, respectively.

Conversion of 2010 Note Upon Closing of May Public Offering

     The outstanding balance of the 2010 Note of $2,121,000  plus accrued interest of $91,851 was converted into 632,243 units of the Company’s securities upon completion of the Public Offering which was completed on May 19, 2011.

2011 Note

     On June 30, 2011, the Company entered into a loan agreement with Mr. Nam for previous advances of $300,000 (the “2011 Note”). The 2011 Note bears interest at 12% per annum and matures on April 25, 2012; subject to an automatic one year extension. Interest payments are due monthly commencing on July 1, 2011. In connection with the 2011 Note, the Company granted Mr. Nam warrants to purchase 50,000 share of common stock. The exercise price per share of the common stock under these warrants is $3.50 and the warrants expire on April 25, 2016. The Company recorded a debt discount of $113,572 upon the issuance in connection with the 2011 Note. The debt discount of $113,572 is based on the relative fair value of the warrants which was calculated based on the Black-Scholes-option pricing model using the assumptions of five years expected life, 2.1% risk-free interest rate, and 148% expected volatility. The Company recorded interest expense of $28,694 for the three and six months ended June 30, 2011, respectively. The unamortized discount as of June 30, 2011 is $84,878.

Lock Up Agreement

     On May 16, 2011, Mr. Nam entered into a lock-up agreement pursuant to which he has agreed not to sell any shares of our common stock for 12 months, subject to certain exceptions.

Alfonso Cordero and Mercy Cordero Note

     On January 14, 2011, the Company issued a 10% unsecured promissory note (the “Note”) dated September 30, 2010 in the principal amount of $1,000,000 that matures on October 1, 2013 to Alfonso G. Cordero and Mercy B. Cordero, Trustees of the Cordero Charitable Remainder Trust (the “Noteholder”) for amounts previously loaned to the Company in October 2010. The Note was dated as of September 30, 2010. Interest payments of $8,333 are due on the first day of each calendar month commencing November 1, 2010 and continuing each month thereafter. The Company recorded interest expense of $25,000 and $50,000 for the three and six months ended June 30, 2011 and had accrued interest of $0 and $24,277 as of June 30, 2011 and December 31, 2010, respectively.

     The Company may prepay the Note in full, but not in part. The Company will be in default under the Note upon: (1) failure to timely make payments due under the Note; and (2) failure to perform other agreements under the Note within 10 days of request from the Noteholder. Upon such event of default, the Noteholder may declare the Note immediately due and payable. The applicable interest rate upon default will be increased to 15% or the maximum rate allowed by law. On May 19, 2011, the Company paid the outstanding accrued interest of $59,290, and at June 30, 2011 is in compliance with all terms of the Note.

NOTE 6 — DERIVATIVE LIABILITIES

     The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.

     During 2010, the Company issued 104,000 warrants, respectively, related to convertible debt (see Note 5). During 2010, the Company exchanged 69,764 of Class A warrants and 25,000 of Class B warrants for 94,764 Class G warrants (see Note 5). The Company also recorded an additional derivative liability of $275,676 related to the Vision Debentures during the year ended December 31, 2010 (see Note 5). The Company estimated the fair value of the warrants and conversion options at the dates of issuance and recorded a debt discount and corresponding derivative liability of $838,779 during 2010. The debt discount was amortized over the remaining life of the related debt. The change in fair value of the derivative liability is recorded through earnings at each reporting date.

     As a result of the Public Offering, the exercise price of the above noted purchase warrants have been reduced due to the price protection clause. Accordingly, the fair value of the related derivative liabilities has been adjusted.

     During 2010, the Company issued additional warrants of 231,000, related to Preferred Stock (see Note 7). The Company estimated the fair value of the warrants of $716,236 at the date of issuance and recorded a discount on the issuance of the equity and a corresponding derivative liability. The discount is recorded as a deemed dividend with a reduction to retained earnings. The change in fair value of the derivative is recorded through earnings at each reporting date.

     During 2010, the Company recorded a discount on the issuance of Series A Preferred and a corresponding derivative liability of $685,124, related to the anti-dilution provision of the Series A Preferred issued. The discount is recorded as a deemed dividend with a reduction to retained earnings during the 24-month period that the anti-dilution provision is outstanding. The change in fair value of the derivative liabilities is recorded through earnings at each reporting date.

     During the three and six months ended June 30, 2011 and 2010, the amortization of the discounts related to the Series A Preferred anti-dilution provision and warrants issued was $3,398,269, $600,309, $4,263,069 and $2,273,191, respectively, which was recorded as a deemed dividend.

     On March 22, 2010, one of the Company’s preferred stockholders exercised its option to convert its 2,000,000 Series A Preferred into 400,000 shares of common stock (see Note 7). As a result of the conversion, the Company reclassified the balance of the derivative liability of $1,121,965 to additional paid-in capital and the balance of the discount of $1,099,742 as a deemed dividend.

     In connection with the Public Offering and AMEX listing on May 19, 2011, the Company’s preferred stockholders converted all outstanding Series A Preferred into 2,872,574 shares of the Company’s common stock. Included in the conversion of the Series A Preferred are shares held by Vision and Mr. Nam of 9,370,698 and 976,865, respectively, which converted into 2,340,176 and 243,956 shares of common stock, respectively. These shares of common stock were registered on June 30, 2011. As a result of the conversion of the Series A Preferred, the Company reclassified the balance of the conversion feature derivative liabilities at the date of conversion of $4,182,992 to additional paid-in capital and recorded the remaining balance of the preferred stock discount at the date of conversion as a deemed dividend.

     As of June 30, 2011 and December 31, 2010, the unamortized discount related to the conversion feature of the Series A Preferred was $0 and $4,263,068, respectively.

     On May 19, 2011, the Company entered into agreements with certain holders of Class G warrants to amend their Class G warrants such that the price-based anti-dilution provisions would be removed. In exchange, the exercise price of the warrants was fixed at $5.00 per share. As a result of the agreements, the Company reclassified the fair value of the derivative liabilities related to these warrants on the date of the agreements of $2,388,503 to additional paid-in capital.

     On May 19, 2011, Vision converted the Debentures into units of the Company’s securities. As a result of the conversion, the Company reclassified the remaining derivative balance related to the conversion feature of $702,605 to additional paid-in capital.

     The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The warrants do not qualify for hedge accounting, and as such, all future changes in the fair value of these warrants will be recognized currently in earnings until such time as the warrants are exercised or expire. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants and embedded conversion features using the Black-Scholes-Merton option pricing model using the following assumptions:

		June 30,
		2011
		(unaudited)
Annual dividend yield			—
Expected life (years)			0.11-4.08
Risk-free interest rate			0.19%-2.24	%
Expected volatility			144%-156	%

     Expected volatility is based primarily on historical volatility of the Company, using weekly pricing observations, and the Company’s peer group, using daily pricing observations. Historical volatility was computed for recent periods that correspond to the expected term. The Company believes this method produces an estimate that is representative of its expectations of future volatility over the expected term of these warrants.

     The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is based on one-year to five-year U.S. Treasury securities consistent with the remaining term of the instrument.

     During the three and six months ended June 30, 2011 and 2010, the Company recorded other income of $835,051, $1,113,452, $1,824,788 and $1,867,179, respectively, related to the change in fair value of the warrants and embedded conversion options and is included in other income, net in the accompanying condensed consolidated statements of operations.

     The following table presents the Company’s warrants and embedded conversion options measured at fair value on a recurring basis:

		Level 3				Level 3
		Carrying Value				Carrying Value
		June 30,				December 31,
		2011				2010
		(unaudited)
Embedded conversion options		$	—			$	5,991,957
Warrants			534,217				3,641,148
		$	534,217			$	9,633,105
Decrease in fair value		$	1,824,788

     The following table provides a reconciliation of the beginning and ending balances for the Company’s liabilities measured at fair value using Level 3 inputs (unaudited):

		2011				2010
Beginning balance, January 1,		$	9,633,105			$	11,824,476
Issuance of warrants and conversion option			—				1,964,465
Reclassification of equity due to conversion of related party notes payable to common stock units			(702,605	)			—
Reclassification to equity due to conversion of preferred stock to common stock			(4,182,992	)			(1,121,965	)
Reclassification of equity due to exercise price adjustments on warrants			(2,388,503	)			—
Change in fair value			(1,824,788	)			(1,867,179	)
Ending balance, June 30,		$	534,217			$	10,799,797

NOTE 7 — EQUITY

Series A Convertible Preferred Stock

     The Company’s Board of Directors has authorized 20,000,000 shares of Series A Preferred. Except as otherwise provided in the Certificate of Designation of the Series A Preferred (the “Designation”) or the Company’s by-laws, each holder of shares of Series A Preferred shall have no voting rights. As long as any shares of Series A Preferred are outstanding, however, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences, or rights given to the Series A Preferred or alter or amend the Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to or otherwise pari passu with the Series A Preferred, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred, (d) increase the number of authorized shares of the Series A Preferred, or (e) enter into any agreement with respect to any of the foregoing.

     Each share of Series A Preferred is convertible at any time and from time to time after the issue date at the holder’s option into two shares of the Company’s common stock (subject to beneficial ownership limitations).

     Holders of Series A Preferred are restricted from converting their shares into common stock if the number of shares of common stock to be issued pursuant to such conversion would cause the number of shares of common stock beneficially owned by such holder, together with its affiliates, at such time to exceed 4.99% of the then issued and outstanding shares of common stock; provided, however, that such holder may waive this limitation upon 61 days’ notice to the Company (the “Conversion Limitation”). There are no redemption rights.

     The conversion price of the Series A Preferred (the “Conversion Price”) shall be proportionately reduced for a stock dividend, stock split, subdivision, combination or similar arrangements. The Conversion Price will also be reduced for any sale of common stock (or options, warrants or convertible debt or other derivative securities) at a purchase price per share less than the Conversion Price, subject to certain excepted issuances. The Conversion Price will be reduced to such purchase price if such issuance occurs within the first 12 months of the original issuance date. The Conversion Price will be reduced to a price derived using a weighted-average formula if the issuance occurs after the first 12 months but before the 24 month anniversary of the original issuance date.

     If, at any time while the Series A Preferred is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another person, (B) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of common stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into

or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of Series A Preferred, the holders shall have the right to receive, for each Conversion Share (as defined in Section 1 of the Series A Certificate) that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of common stock.

     On March 22, 2010, one of the Company’s preferred stockholders exercised its option to convert its 2,000,000 Series A Preferred Shares into 400,000 shares of common stock.

     During 2010, under the terms of the offering, the Company issued and sold 1,155,000 shares of Series A Preferred in a private placement In connection with the financing, the Company issued five-year warrants to purchase 231,000 shares of common stock, exercisable at $7.00 per share. The warrants are exercisable for five years (See Note 6 for additional discussion).

     In connection with the Public Offering and AMEX listing on May 19, 2011, the Designation was amended to remove the Conversion Limitation and the Company’s Series A preferred stockholders converted all outstanding Series A Preferred into 2,872,574 shares of the Company’s common stock. Included in the conversion of the Series A Preferred are shares held by Vision and Mr. Nam of 9,370,698 and 976,865, respectively, which converted into 2,340,176 and 243,956 shares of the Company’s common stock respectively. The shares of common stock were registered on June 30, 2011.

Common Stock

     In September 2008, the Company sold to Piedmont Select Equity Fund (“Piedmont”) 12,500 shares of its common stock at $20.00 per share for an aggregate price of $250,000. In December 2008, the Company entered into a rescission agreement with Piedmont in which the Company agreed to rescind Piedmont’s stock purchase so long as affiliates of Piedmont were to purchase at least $250,000 of Company equity securities. In March 2010, two investors affiliated with Piedmont purchased an aggregate of 250,000 shares of the Company’s Series A Preferred at $1.00 per share and warrants to purchase 50,000 shares of Company common stock for a purchase price of $250,000. Concurrent with the closing of such offering, the Company rescinded the purchase of the 12,500 shares of common stock. Piedmont delivered the 12,500 shares to the Company and the Company returned the original purchase price of $250,000 to Piedmont.

     On May 16, 2011, the Company raised gross proceeds of $11.1 million in a public offering of its securities. The offering closed on May 19, 2011, and the Company received net proceeds of $8,999,342 after deducting commissions and offering costs. In connection with the offering, the underwriters exercised their share purchase warrant options of $100 for the purchase up to an additional 142,857 shares of common stock at an exercise price of $4.38 per share.

     The Public Offering resulted in the issuance of 3,171,429 units of the Company’s securities. Each unit consists of one share of the Company’s common stock, one Class H warrant and one Class I warrant. Each warrant grants the holder the right to purchase one share of the Company’s common stock. In connection with the offering, the Company effected a one-for-10 reverse stock split of its common stock, which allowed it to meet the minimum share price requirement of the AMEX. The Company has entered into agreements offering contractual rights to investors that purchased $500,000 or more of our units in the offering or converted at least $500,000 of existing securities into substantially identical units. The agreements with such investors grant them approval rights to certain change of control transactions. Such agreements will also grant them approval rights, subject to certain exceptions, to financings at a per share purchase price below the exercise price of their warrants.

     On June 30, 2011, the Company registered the resale by certain selling stockholders of (i) 1,771,128 shares of common stock, 1,771,128 Class H warrants and 1,771,128 Class I warrants comprising units issued upon conversion of certain debt; (ii) 3,542,256 shares of common stock underlying such Class H and Class I warrants; and (iii) 3,942,193 additional shares of common stock, including shares underlying other outstanding warrants. Each Class H warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $3.00 at any time between August 19, 2011 and May 13, 2013. Each Class I warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $3.50 at any time between August 19, 2011 and May 13, 2016.

NOTE 8 — STOCK OPTIONS AND WARRANTS

Stock Option/Stock Issuance Plan

     On August 15, 2007, the Company adopted the 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”), under which stock awards or options to acquire shares of the Company’s common stock may be granted to employees, nonemployee members of the Company’s board of directors, consultants or other independent advisors who provide services to the Company. The 2007 Plan is administered by the board of directors. The 2007 Plan permits the issuance of up to 745,000 shares of the Company’s common stock. Options granted under the 2007 Plan generally vest 25% per year over four years and expire 10 years from the date of grant. The 2007 Plan was terminated with respect to the issuance of new options or awards upon the adoption of the 2010 Stock Option/Stock Issuance Plan (the “2010 Plan”); no further options or awards may be granted under the 2007 Plan.

     During 2010, the Company adopted the 2010 Plan, under which stock awards or options to acquire shares of the Company’s common stock may be granted to employees, nonemployee members of the Company’s board of directors, consultants or other independent advisors who provide services to the Company. The 2010 Plan is administered by the Company’s board of directors. The 2010 Plan permits the issuance of up to 650,000 shares of the Company’s common stock. Options granted under the 2010 Plan generally vest 25% per year over four years and expire 10 years from the date of grant.

     The following table sets forth the share-based compensation expense (unaudited):

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Stock compensation expense — cost of net revenues		$	11,190			$	11,862			$	23,333			$	37,172
Stock compensation expense — sales and marketing			24,456				33,675				49,680				79,508
Stock compensation expense — research and development			25,715				15,428				48,870				61,259
Stock compensation expense — general and administrative			162,302				62,846				294,702				238,333
Total stock compensation expense		$	223,663			$	123,811			$	416,585			$	416,272

     A summary of common stock option activity under the 2007 Plan and the 2010 Plan for the six months ended June 30, 2011 is presented below (unaudited):

										Weighted-
						Weighted-				Average
						Average				Remaining				Aggregate
		Number of				Exercise				Contractual				Intrinsic
		Shares				Price				Life				Value
Options outstanding — January 1, 2011			649,090			$	5.72
Options granted			330,000				5.00
Options exercised			—				—
Options forfeited			(31,739	)			5.03
Options cancelled			—				—
Total options outstanding — June 30, 2011			947,351			$	5.49				8.36			$	—
Options exercisable — June 30, 2011			332,723			$	6.37				6.61			$	—
Options vested and expected to vest — June 30, 2011			930,436			$	5.50				8.34			$	—
Options available for grant under the 2010 Plan at June 30, 2011			61,049

The weighted average fair value per share of options granted during the six months ended June 30, 2011 was $3.95.

     The following table summarizes information about stock options outstanding and exercisable at June 30, 2011 (unaudited):

		Options Outstanding												Options Exercisable
						Weighted-
						Average												Weighted-
						Remaining				Weighted								Average
Exercise		Number of				Contractual				Average				Number of				Exercise
Prices		Shares				Life				Exercise Price				Shares				Price
$5.00			653,851				9.20			$	5.00				47,541			$	5.00
$6.00			193,500				6.53			$	6.00				185,182			$	6.00
$7.70			100,000				6.45			$	7.70				100,000			$	7.70
			947,351				8.36			$	5.49				332,723			$	6.37

Summary of Assumptions and Activity

     The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model for service and performance based awards, and a binomial model for market based awards. The Company has only granted service based awards. In estimating fair value, expected volatilities used by the Company were based on the historical volatility of the underlying common stock of its peer group, and other factors such as implied volatility of traded options of a comparable peer group. The expected life assumptions for all periods were derived from a review of annual historical employee exercise behavior of option grants with similar vesting periods of a comparable peer group. The risk-free rate used to calculate the fair value is based on the expected term of the option. In all cases, the risk-free rate is based on the U.S. Treasury yield bond curve in effect at the time of grant.

     The assumptions used to calculate the fair value of options and warrants granted are evaluated and revised, as necessary, to reflect market conditions and experience. The following table presents details of the assumptions used to calculate the weighted-average grant date fair value of common stock options and warrants granted by the Company, along with certain other pertinent information:

		June 30,
		2011
		(unaudited)
Expected term ( in years)			6.02
Expected volatility			205	%
Risk-free interest rate			2.6	%
Expected dividends			—
Forefeiture rate			2.8	%

     At June 30, 2011, the amount of unearned stock-based compensation currently estimated to be expensed from fiscal 2011 through 2015 related to unvested common stock options is approximately $2.1 million. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 3.1 years. If there are any modifications or cancellations of the underlying unvested common stock options, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional common stock options or other equity awards.

Warrants

     From time to time, the Company issues warrants to purchase shares of the Company’s common stock to investors, note holders and non-employees for services rendered or to be rendered in the future (See Notes 5 and 7). Such warrants are issued outside of the Plan. A summary of the warrant activity for the six months ended June 30, 2011 is presented below (unaudited):

						Weighted-				Weighted-Average
						Exercise				Contractual				Aggregate Intrinsic
		Number of Shares				Price				Life (in years)				Value
Warrants outstanding — January 1, 2011			1,069,615			$	5.14
Warrants granted			10,077,971				3.27
Warrants exercised			—				—
Warrants cancelled			—				—
Warrants outstanding and exercisable- June 30, 2011			11,147,586			$	3.45				3.46			$	—

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Warranties

     The Company’s warranty policy generally provides coverage for components of the vehicle, power modules, and charger system that the Company produces. Typically, the coverage period is the lesser of one calendar year or 2,500 miles, from the date of sale. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using estimated information on the nature, frequency, and average cost of claims. Revision to the reserves for estimated product warranties is made when necessary, based on changes in these factors. Management actively studies trends of claims and takes action to improve vehicle quality and minimize claims.

     The following table presents the changes in the product warranty accrual for the six months ended June 30 (unaudited):

		2011				2010
Beginning balance, January 1,		$	165,641			$	235,898
Charged to cost of revenues			50,214				49,134
Usage			(54,425	)			(93,666	)
Ending balance, June 30,		$	161,430			$	191,366

Legal Contingency

     Preproduction Plastics, Inc. v. T3 Motion., Inc. Ki Nam and Jason Kim (Orange County Superior Court Case No. 30.2009-00125358): On June 30, 2009, Preproduction Plastics, Inc. (“Plaintiff”) filed suit in Orange County Superior Court, alleging causes of actions against T3 Motion, Inc., Ki Nam, the Company’s CEO, and Jason Kim, the Company’s former COO (collectively the “Defendants”) for breach of contract, conspiracy, fraud and common counts, arising out of a purchase order allegedly executed between Plaintiff and the Company. On August 24, 2009,

Defendants filed a Demurrer to the Complaint. Prior to the hearing on the Demurrer, Plaintiff filed a First Amended Complaint against Defendants for breach of contract, fraud and common counts, seeking compensatory damages of $470,599, attorney’s fees, punitive damages, interest and costs. On October 27, 2009, Defendants filed a Demurrer, challenging various causes of action in the First Amended Complaint. The Court denied the Demurrer on December 4, 2009. On December 21, 2009, Defendants filed an answer to the First Amended Complaint, and trial was set for July 30, 2010. On or about July 29, 2010, the case was settled in its entirety. The Company agreed to pay compensatory damages, attorneys’ fees and costs totaling $493,468, through monthly payments of $50,000, with 6% interest accruing from the date of the settlement. Periodic payments were expected to be made through May 2011. The first payment of $50,000 was made on August 3, 2010 and subsequent principal payments totaling $200,000 were made by the Company through December 31, 2010. The Company recorded the entire settlement amount of $493,468 as a note payable, $470,599 as a deposit on fixed assets and the remaining $22,869 as a charge to legal expense. At December 31, 2010, the remaining settlement amount of $243,468 is recorded as a note payable in the accompanying condensed consolidated balance sheet. The Company has recorded accrued interest of $0 and $4,126 at June 30, 2011 and December 31, 2010, respectively.

     In May 2011, the Company repaid the outstanding note balance and related accrued interest. The case was dismissed on June 22, 2011. During the three and six months ended June 30, 2011, the Company recorded $512 and $4,014 of interest expenses, respectively.

     In the ordinary course of business, the Company may face various claims brought by third parties in addition to the claim described above and may, from time to time, make claims or take legal actions to assert the Company’s rights, including intellectual property rights as well as claims relating to employment and the safety or efficacy of the Company’s products. Any of these claims could subject us to costly litigation and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, the insurance carriers may deny coverage or the policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of such awards could have a material adverse effect on the consolidated operations, cash flows and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. Management believes the outcome of currently pending claims and lawsuits will not likely have a material effect on the consolidated operations or financial position.

Indemnities and Guarantees

     During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company’s officers under which the Company may be required to indemnify such person for liabilities arising out of their employment relationship. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. The duration of these indemnities and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company would be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liability has been recorded for these indemnities and guarantees in the accompanying condensed consolidated balance sheets.

NOTE 10 — RELATED PARTY TRANSACTIONS

     The following reflects the activity of the related party transactions for the respective periods.

Controlling Ownership

     Mr. Nam, the Company’s Chief Executive Officer and Chairman of the Board of Directors, together with his children, owns 29.3% of the outstanding shares of the Company’s common stock.

Accounts Receivable

     As of June 30, 2011 and December 31, 2010, the Company has receivables of $35,722, due from Graphion Technology USA LLC (“Graphion”) related to consulting services rendered and/or fixed assets sold to Graphion. Graphion is wholly owned by Mr. Nam. The amounts due are non-interest bearing and are due upon demand.

     As of June 30, 2011 and December 31, 2010, there were outstanding related party receivables of $3,698 and $0, respectively, due from Mr. Nam, which represents the rental obligation of Mr. Nam for his month-to-month lease of excess warehouse space at the Company’s facility in Costa Mesa, CA.

Related Party Payables

     The Company purchases batteries and research and development parts and services from Graphion. During the six months ended June 30, 2011 and 2010, the Company purchased no parts and services and had an outstanding accounts payable balance of $0 and $51,973 at June 30, 2011 and December 31, 2010, respectively. During the three and six months ended June 30, 2010, the Company purchased $100,000 of parts and services from Graphion.

Accrued Salary

     As of June 30, 2011 and December 31, 2010, the Company owed Mr. Nam $0 and $40,000, respectively, of salary pursuant to his employment agreement which is included in accrued expenses.

Notes Payable — see Note 5

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

     This quarterly report on Form 10-Q contains certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this report are forward-looking statements. When used in this report, the words “may,” “will,” “should,” “would,” “anticipate,” “estimate,” “expect,” “plan,” “project,” “continuing,” “ongoing,” “could,” “believe,” “predict,” “potential,” “intend,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, changes in sales or industry trends, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations, casualty or work stoppages at the Company’s facilities, adverse results of lawsuits against the Company and currency exchange rates. Forward-looking statements are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, as there can be no assurance that these forward-looking statements will prove to be accurate. Management undertakes no obligation to update any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this report. Readers should carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission (“SEC”), including the recently filed Annual Report on Form 10-K for the year ended December 31, 2010.

Overview

     T3 Motion, Inc. was incorporated on March 16, 2006, under the laws of the state of Delaware. T3 Motion and its wholly-owned subsidiary, T3 Motion, Ltd. (collectively, the “Company”), develop and manufacture personal mobility vehicles powered by electric motors. The Company’s initial product, the T3 Series, is an electric, three-wheel stand-up vehicle (“ESV”) that is directly targeted to the law enforcement and private security markets. Substantially all of the Company’s revenues to date have been derived from sales of the T3 Series ESVs and related accessories.

     The Company has entered into a distribution agreement with CT&T pursuant to which the Company has the exclusive right to market and sell the CT Series Micro Car, which is a low speed, four-wheel electric car, in the U.S. to the government, law enforcement and security markets.

     The Company is currently developing the R3, an Electric/Hybrid Vehicle, which is a plug-in hybrid vehicle that features a single, wide-stance wheel with two high-performance tires sharing one rear wheel. The Company has entered into a Letter of Intent with Panoz Automotive to provide engineering services and limited production for the launch of the R3. The Company anticipates introducing the R3 Vehicle in late 2011.

     The Company’s condensed consolidated financial statements have been prepared using the accrual method of accounting in accordance with GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

     The Company expects to continue to incur substantial additional operating losses from costs related to the continuation of product and technology development and administrative activities. The Company believes that its working capital at June 30, 2011, together with the revenues from the sale of its products, the implementation of its

cost reduction strategy for material, production and service costs and the recent $11.1 million Public Offering, is sufficient to sustain its planned operations into the second quarter of 2012.

     The Company will need to seek additional financing sources to fund its product development activities, and will be required to obtain substantial funding to commercialize any products that it may successfully develop. The Company anticipates that it will pursue raising additional debt or equity financing to fund its new product development and expansion plans. The Company cannot make any assurances that management’s cost reduction strategies will be effective or that any additional financing will be completed on a timely basis, on acceptable terms or at all. If the Company is unable to complete a debt or equity offering, or otherwise obtain sufficient financing when and if needed, it may be required to reduce, defer or discontinue one or more of its product development programs.

Public Offering of the Company’s Securities

     On May 19, 2011, the Company consummated a $11.1 million Public Offering and received net proceeds of $8,999,342, after deducting commissions and offering costs. In connection with the Public Offering, the Company sold to the underwriters, for a purchase price of $100, a share purchase warrant to purchase up to an additional 142,857 shares of common stock at an exercise price of $4.38 per share.

     The transaction resulted in the issuance of 3,171,429 units, at $3.50 per unit, of the Company’s securities. Each unit consists of one share of the Company’s common stock, one Class H warrant and one Class I warrant. Each warrant grants the holder the right to purchase one share of the Company’s common stock. In connection with the Public Offering, the Company effected a one-for-10 reverse stock split of its common stock, which allowed it to meet the minimum share price requirement of the NYSE Amex, LLC, (the “AMEX”). The Company has entered into agreements offering contractual rights to investors that purchased $500,000 or more of our units in the Public Offering or converted at least $500,000 of existing securities into substantially identical units. The agreements with such investors grant them approval rights to certain change of control transactions. Such agreements will also grant them approval rights, subject to certain exceptions, to financings at a per share purchase price below the exercise price of their warrants.

     The Company effected a one-for-10 reverse stock split of its common stock after the effectiveness of the registration statement and prior to the closing of the Public Offering, which allowed it to meet the minimum share price requirement to list on the NYSE Amex, LLC (“AMEX”). All information included in this quarterly filing has been adjusted to reflect the effect of the reverse stock split.

     In connection with the Public Offering and AMEX listing, Vision Opportunity Master Fund, Ltd. and Vision Capital Advantage Fund (collectively “Vision”); and Ki Nam, our Chief Executive Officer, converted their $3.5 million and $2.1 million debentures plus accrued interest, respectively, into 1,138,885 and 632,243 units substantially identical to the units sold in the Public Offering. The registration statement registering such securities for resale was declared effective by the SEC on June 30, 2011.

     In connection with the Public Offering and AMEX listing, the Company’s preferred stockholders have converted all outstanding Series A Convertible Preferred Stock (“Series A Preferred”) into 2,872,574 shares of the Company’s common stock. Included in this conversion were of 9,370,698 and 976,865 shares of Series A Preferred held by Vision and Mr. Nam of 9,370,698 and 976,865, respectively, which converted into 2,340,176 and 243,956 shares of common stock, respectively. The registration statement registering such securities for resale was declared effective by the SEC on June 30, 2011.

Lock Up Agreement

     On May 16, 2011, Vision and Ki Nam entered into lock-up agreements pursuant to which such parties have agreed not to sell any shares of our common stock for 12 months, subject to exceptions.

Critical Accounting Policies and Estimates

     Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     A summary of these policies can be found in the Management’s Discussion and Analysis section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The following is an update to the critical accounting policies and estimates.

Concentrations of Credit Risk

     Cash and Cash Equivalents

     The Company maintains its non-interest bearing transactional cash accounts at financial institutions for which the Federal Deposit Insurance Corporation (“FDIC”) provides unlimited insurance coverage through December 31, 2012. For interest bearing cash accounts, from time to time, balances exceed the amount insured by the FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to these deposits. At June 30, 2011, the Company had approximately $4.9 million in cash deposits in excess of the FDIC limit.

     The Company considers cash equivalents to be all short-term investments that have an initial maturity of 90 days or less and are not restricted. The Company invests its cash in short-term money market accounts.

     Restricted Cash

     Under a credit card processing agreement with a financial institution, the Company is required to maintain a security deposit as collateral. The amount of the deposit is at the discretion of the financial institution and as of June 30, 2011 was $10,000.

     Accounts Receivable

     The Company performs periodic evaluations of its customers and maintains allowances for potential credit losses as deemed necessary. The Company generally does not require collateral to secure accounts receivable. The Company estimates credit losses based on management’s evaluation of historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of its allowance for doubtful accounts. At June 30, 2011 and December 31, 2010, the Company had an allowance for doubtful accounts of $47,626 and $50,000, respectively. Although the Company expects to collect amounts due, actual collections may differ from the estimated amounts.

     As of June 30, 2011 and December 31, 2010, no single customer accounted for more than 10%and two customers accounted for approximately 51% of total accounts receivable, respectively. No single customer accounted for more than 10% and one customer accounted for approximately 15% of net revenues for the three months ended June 30, 2011 and 2010, respectively, and no single customer accounted for more than 10% of net revenues and one customer accounted for 10% of net revenues for the six months ended June 30, 2011 and 2010 respectively.

     Accounts Payable

     As of June 30, 2011, one vendor accounted for approximately 17% of total accounts payable, and as of December 31, 2010, no single vendor accounted for more than 10% of total accounts payable. Two vendors accounted for approximately 19% and one vendor accounted for approximately 12% of purchases for the three months ended June 30, 2011 and 2010, respectively, and three vendors accounted for approximately 44% of purchases and two vendors accounted for 28% of purchases for the six months ended June 30, 2011 and 2010, respectively.

Fair Value of Financial Instruments

     The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, related party receivables, accounts payable, accrued expenses, related party payables, note payable, related party notes payable and derivative liabilities. The carrying value for all such instruments except related party notes payable and derivative liabilities approximates fair value due to the short-term nature of the instruments. The Company cannot determine the fair value of its related party notes payable due to the related party nature and because instruments similar to the notes payable could not be found. The Company’s derivative liabilities are recorded at fair value.

     The Company determines the fair value of its financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy:

     Level 1 — Valuations based on unadjusted quoted market prices in active markets for identical securities. Currently, the Company does not have any items classified as Level 1.

     Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Currently the Company does not have any items classified as Level 2.

     Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. The Company used the Black-Scholes-Merton option pricing model to determine the fair value of the financial instruments.

     If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement.

     The Company’s cash equivalents consist of short-term investments in money market funds which are carried at fair value and are classified as Level 1 assets.

Revenue Recognition

     The Company recognizes revenues when there is persuasive evidence of an arrangement, product delivery and acceptance have occurred, the sales price is fixed or determinable and collectibility of the resulting receivable is reasonably assured.

     For all sales, the Company uses a binding purchase order as evidence of an arrangement. Delivery occurs when goods are shipped to customers. The Company ships with either FOB Shipping Point or Destination terms. Shipping documents are used to verify delivery and customer acceptance. For FOB Destination, the Company records revenue when proof of delivery is confirmed by the shipping company. The Company assesses whether the sales price is

fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund. The Company offers a standard product warranty to its customers for defects in materials and workmanship for a period of one year or 2,500 miles, whichever comes first, and has no other post-shipment obligations. The Company assesses collectibility based on the creditworthiness of the customer as determined by evaluations and the customer’s payment history.

     All amounts billed to customers related to shipping and handling are classified as net revenues, while all costs incurred by the Company for shipping and handling are classified as cost of revenues.

     The Company does not enter into contracts that require fixed pricing beyond the term of the purchase order. All sales via distributor agreements are accompanied by a purchase order. Further, the Company does not allow returns of unsold items.

     The Company has executed various distribution agreements whereby the distributors agreed to purchase T3 Series packages (one T3 Series, two power modules, and one charger per package). The terms of the agreements require minimum re-order amounts for the vehicles to be sold through the distributors in specified geographic regions. Under the terms of the agreements, the distributor takes ownership of the vehicles and the Company deems the items sold at delivery to the distributor.

Business Segments

     The Company currently only has one reportable business segment due to the fact that the Company derives its revenue primarily from one product. The CT Micro Car is not included in a separate business segment due to nominal net revenues during the three and six months ended June 30, 2011. The revenue from domestic sales and, international sales are shown below:

		For the Three Months Ended June 30,								For the Six Months Ended June 30,}
		2011				2010				2011				2010
Product		Net revenues				Net revenues				Net revenues				Net revenues
T3 Series domestic		$	1,009,158			$	1,313,011			$	1,732,541			$	2,379,590
T3 Series International			321,808				115,521				594,987				177,218
CT Series domestic			—				—				—				21,150
		$	1,330,966			$	1,428,532			$	2,327,528			$	2,577,958

Derivative Liabilities

     The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.

     During 2010, the Company issued 104,000 warrants, respectively, related to convertible debt. During 2010, the Company exchanged 69,764 of Class A warrants and 25,000 of Class B warrants for 94,764 Class G warrants. The Company also recorded an additional derivative liability of $275,676 related to the Vision Debentures during the year ended December 31, 2010. The Company estimated the fair value of the warrants and conversion options at the dates of issuance and recorded a debt discount and corresponding derivative liability of $838,779 during 2010. The debt discount was amortized over the remaining life of the related debt. The change in fair value of the derivative liability is recorded through earnings at each reporting date.

     As a result of the Public Offering in May 2011, the exercise price of the above noted purchase warrants have been reduced due to the price protection clause. Accordingly, the fair value of the related derivative liabilities has been adjusted.

     During 2010, the Company issued additional warrants of 231,000, related to Series A Preferred. The Company estimated the fair value of the warrants of $716,236 at the date of issuance and recorded a discount on the issuance of the equity and a corresponding derivative liability. The discount is recorded as a deemed dividend with a reduction to retained earnings. The change in fair value of the derivative is recorded through earnings at each reporting date.

     During 2010, the Company recorded a discount on the issuance of Series A Preferred and a corresponding derivative liability of $685,124, related to the anti-dilution provision of the Series A Preferred issued. The discount is recorded as a deemed dividend with a reduction to retained earnings during the 24-month period that the anti-dilution provision is outstanding. The change in fair value of the derivative liabilities is recorded through earnings at each reporting date.

     During the three and six months ended June 30, 2011 and 2010, the amortization of the discounts related to the Series A Preferred anti-dilution provision and warrants issued was $3,398,269, $600,309, $4,263,069 and $2,273,191, respectively, which was recorded as a deemed dividend.

     On March 22, 2010, one of the Company’s preferred stockholders exercised their option to convert their 2,000,000 preferred shares into 400,000 shares of common stock. As a result of the conversion, the Company reclassified the balance of the derivative liability of $1,121,965 to additional paid-in capital and the balance of the discount of $1,099,742 as a deemed dividend.

     In connection with the Public Offering and AMEX listing on May 19, 2011, the Company’s preferred stockholders converted all outstanding Series A Preferred into 2,872,574 shares of the Company’s common stock. Included in the conversion of the Series A Preferred are shares held by Vision and Mr. Nam of 9,370,698 and 976,865, respectively, which converted into 2,340,176 and 243,956 shares of common stock, respectively. These shares of common stock were registered on June 30, 2011. As a result of the conversion of the Series A Preferred, the Company reclassified the balance of the conversion feature derivative liabilities at the date of conversion of $4,182,992 to additional paid-in capital and recorded the remaining balance of the preferred stock discount at the date of conversion as a deemed dividend.

     As of June 30, 2011 and December 31, 2010, the unamortized discount related to the conversion feature of the Series A Preferred was $0 and $4,263,068, respectively.

     On May 19, 2011, the Company entered into agreements with certain holders of Class G warrants to amend their Class G warrants such that the price-based anti-dilution provisions would be removed. In exchange, the exercise price of the warrants was fixed at $5.00 per share. As a result of the agreements, the Company reclassified the fair value of the derivative liabilities related to these warrants on the date of the agreements of $2,388,503 to additional paid-in capital.

     On May 19, 2011, Vision converted the Debentures into units of the Company’s securities. As a result of the conversion, the Company reclassified the remaining derivative balance of $702,605 to additional paid-in capital.

     During the three and six months ended June 30, 2011 and 2010, the Company recorded other income of $835,051, $1,113,452, $1,824,788 and $1,867,179, respectively, related to the change in fair value of the warrants and embedded conversion options and is included in other income, net in the accompanying condensed consolidated statements of operations.

Loss Per Share

     Basic loss per share is computed by dividing loss applicable to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional common shares were dilutive. Options, warrants and shares associated with the conversion of debt and preferred stock to purchase approximately 12.1 million and 5.3 million shares of common stock were outstanding at June 30, 2011 and 2010, respectively, but were excluded from the computation of diluted earnings per share due to the net losses for the periods.

		Three Months Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
		(unaudited)								(unaudited)
Net loss		$	(668,381	)		$	(1,446,187	)		$	(1,308,966	)		$	(3,127,926	)
Deemed dividend to preferred stockholders			(3,398,269	)			(600,309	)			(4,263,069	)			(2,273,191	)
Net loss attributable to common stockholders		$	(4,066,650	)		$	(2,046,496	)			(5,572,035	)			(5,401,117	)
Weighted average number of common shares outstanding:
Basic and diluted			8,672,880				4,853,847				6,879,353				4,680,435
Net loss per share:
Basic and diluted		$	(0.47	)		$	(0.42	)			(0.81	)			(1.16	)

Commitments and Contingencies

     Preproduction Plastics, Inc. v. T3 Motion., Inc. Ki Nam and Jason Kim (Orange County Superior Court Case No. 30.2009-00125358): On June 30, 2009, Preproduction Plastics, Inc. (“Plaintiff”) filed suit in Orange County Superior Court, alleging causes of actions against T3 Motion, Inc., Ki Nam, the Company’s CEO, and Jason Kim, the Company’s former COO (collectively the “Defendants”) for breach of contract, conspiracy, fraud and common counts, arising out of a purchase order allegedly executed between Plaintiff and the Company. On August 24, 2009, Defendants filed a Demurrer to the Complaint. Prior to the hearing on the Demurrer, Plaintiff filed a First Amended Complaint against Defendants for breach of contract, fraud and common counts, seeking compensatory damages of $470,599, attorney’s fees, punitive damages, interest and costs. On October 27, 2009, Defendants filed a Demurrer, challenging various causes of action in the First Amended Complaint. The Court denied the Demurrer on December 4, 2009. On December 21, 2009, Defendants filed an answer to the First Amended Complaint, and trial was set for July 30, 2010. On or about July 29, 2010, the case was settled in its entirety. The Company agreed to pay compensatory damages, attorneys’ fees and costs totaling $493,468, through monthly payments of $50,000, with 6% interest accruing from the date of the settlement. Periodic payments were expected to be made through May 2011. The first payment of $50,000 was made on August 3, 2010 and subsequent principal payments totaling $200,000 were made by the Company through December 31, 2010. The Company recorded the entire settlement amount of $493,468 as a note payable, $470,599 as a deposit on fixed assets and the remaining $22,869 as a charge to legal expense. At December 31, 2010, the remaining settlement amount of $243,468 is recorded as a note payable in the accompanying condensed consolidated balance sheet. The Company has recorded accrued interest of $0 and $4,126 at June 30, 2011 and December 31, 2010, respectively.

     In May 2011, the Company repaid the outstanding note balance and related accrued interest, The case was dismissed on June 22, 2011. During the three and six months ended June 30, 2011, the Company recorded $512 and $4,014 of interest expenses, respectively.

     In the ordinary course of business, the Company may face various claims brought by third parties in addition to the claim described above and may from time to time, make claims or take legal actions to assert the Company’s rights, including intellectual property rights as well as claims relating to employment and the safety or efficacy of the Company’s products. Any of these claims could subject us to costly litigation and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, the insurance carriers may deny coverage or the policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to

happen, the payment of such awards could have a material adverse effect on the consolidated operations, cash flows and financial position. Additionally, any such claims, whether or not successful, could damage the Company’s reputation and business. Management believes the outcome of currently pending claims and lawsuits will not likely have a material effect on the consolidated operations or financial position.

Results of Operations

     The following table sets forth the results of our operations for the three and six months ended June 30, 2011 and 2010 (unaudited):

		Three Months Ended Ended June 30,								Six Months Ended Ended June 30,}
		2011				2010				2011				2010
Net revenues		$	1,330,966			$	1,428,532			$	2,327,528			$	2,577,958
Cost of net revenues			1,178,864				1,221,824				2,135,796				2,349,273
Gross profit			152,102				206,708				191,732				228,685
Operating Expenses:
Sales and marketing			332,259				442,603				644,009				870,257
Research and development			226,647				431,961				460,559				752,467
General and administrative			925,335				887,571				1,746,880				1,916,984
Total operating expenses			1,484,241				1,762,135				2,851,448				3,539,708
Loss from operations			(1,332,139	)			(1,555,427	)			(2,659,716	)			(3,311,023	)
Other income (expense):
Interest income			1,778				324				1,821				1,227
Other income, net			831,487				1,120,226				1,823,181				1,875,781
Interest expense			(169,507	)			(1,011,310	)			(473,452	)			(1,693,111	)
Total other income, net			663,758				109,240				1,351,550				183,897
Loss before provision for income tax			(668,381	)			(1,446,187	)			(1,308,166	)			(3,127,126	)
Provision for income tax			—				—				800				800
Net loss			(668,381	)			(1,446,187	)			(1,308,966	)			(3,127,926	)
Deemed dividend to preferred stockholders			(3,398,269	)			(600,309	)			(4,263,069	)			(2,273,191	)
Net loss attributable to common stockholders		$	(4,066,650	)		$	(2,046,496	)		$	(5,572,035	)		$	(5,401,117	)
Other comprehensive income:
Foreign currency translation income			—				319				—				524
Comprehensive loss		$	(668,381	)		$	(1,445,868	)		$	(1,308,966	)		$	(3,127,402	)
Net loss per share: basic and diluted		$	(0.47	)		$	(0.42	)		$	(0.81	)		$	(1.16	)
Weighted average number of common shares outstanding:
Basic and diluted			8,672,880				4,853,847				6,879,353				4,680,435

Net revenues. Net revenues are primarily from sales of the T3 Series, T3i Series, power modules, chargers, related accessories and service. Net revenues decreased ($97,566), or (6.8%), to $1,330,966 for the three months ended June 30, 2011 and decreased ($250,430), or (9.7%) to $2,327,528 for the six months ended June 30, 2011 compared to the same periods of the prior year. The decrease was primarily due to certain of our customers deferring purchasing decisions, thereby lengthening our sales cycles, as well as vendor supply issues resulting in orders placed by customers not being shipped during the quarter coupled with our short supply of cash to adequately purchase parts in a timely and cost-effective manner to meet our orders. The delays in our parts due to our increased vendor lead times along with our inadequate cash position, has resulted in an increased backlog. To date, we have not experienced

significant cancelled orders. The decreases were offset in part by expansion into new markets, increase in orders placed due to the slight economic recovery, achieving a higher average selling price per unit and an increase in service and parts revenue. We anticipate that the net proceeds from the Public Offering will reduce our delays and also allow us to place orders with our vendors in accordance with their current lead times. This should return our lead times back to our standard of approximately 2-4 weeks. Our backlog at June 30, 2011 was approximately $4.4 million compared to $1.0 million as of June 30, 2010.

Cost of net revenues. Cost of net revenues consisted of materials, labor to produce vehicles and accessories, warranty and service costs and applicable overhead allocations. Cost of net revenues decreased ($42,960), or (3.5%), to $1,178,864 for the three months ended June 30, 2011 and decreased ($213,477), or (9.1%), to $2,135,796 for the six months ended June 30, 2011 compared to the same periods of the prior year. This decrease in cost of net revenues is primarily attributable to management’s cost reduction strategy. The decrease was offset in part by increased shipping costs due to our cash position and the inability to purchase product at the appropriate lead times to prevent overnight or air freight charges, thereby increasing our costs.

Gross profit. Management’s efforts to continue to source lower product costs and increase production efficiencies, was offset in part by cash constraints resulting in increased shipping costs, and vendor supply issues, resulting in gross profit of $152,102 for the three months ended June 30, 2011, compared to a gross profit of $206,708 for the same period of the prior year and achieved a gross profit of $191,732 for the six months ended June 30, 2011, compared to gross profit of $228,685 for the same period of the prior year. Management has and will continue to evaluate the processes and materials to reduce the costs of net revenues over the next periods. Gross profit margin was 11.4% and 14.5%, respectively, for the three months ended June 30, 2011 and 2010 and 8.2% and 8.9% for the six months ended June 30, 2011 and 2010, respectively.

     Sales and marketing. Sales and marketing decreased by ($110,344), or (24.9%), to $332,259 for the three months ended June 30, 2011, compared to the same period of the prior year and decreased by ($226,248), or (26.0%) for the six months ended June 30, 2011 compared to the same period of the prior year. The decrease in sales and marketing expense was attributable to a reduction in salaries and commissions due to restructuring of commission plans and decreased sales along with decreases in trade show and travel expenses.

     Research and development. Research and development costs include development expenses such as salaries, consultant fees, cost of supplies and materials for samples and prototypes, as well as outside services costs. Research and development expense decreased by ($205,314), or (47.5%), to $226,647 for the three months ended June 30, 2011 compared to the same period of the prior year and decreased by ($291,908), or (38.8%), to $460,559 for the six months ended June 30, 2011 compared to the prior year. The decrease was due in large part to a reduction in salaries and employee costs as well as a reduction in material costs due to the completion of the electric/hybrid vehicle prototype during the first quarter of 2011.