##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549-1004
 FORM 10-Q
 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarter Ended March 31, 2006
 Commission File Number 1-10515
 JMAR TECHNOLOGIES, INC.
  Delaware
    
    68-0131180(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. employer
identification number)
 
 (Address, including zip code and telephone number including
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  o þ




---



##### Table of Contents



INDEX
 Page #PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  March 31, 2006 (unaudited) and December 31, 2005
    
    
    2Consolidated Statements of Operations (unaudited)  Three months ended March 31,
2006 and 2005
    
    
    3Consolidated Statements of Cash Flows (unaudited)  Three months ended March 31,
2006 and 2005
    
    
    4Notes to Consolidated Financial Statements (unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. N/AItem 1A. Risk Factors
    
    
    29Item 2. N/AItem 3. N/AItem 4. N/AItem 5. N/AItem 6. Exhibits
    
    
    30EXHIBIT 10.1EXHIBIT 10.2EXHIBIT 10.3EXHIBIT 10.4EXHIBIT 10.5EXHIBIT 10.6EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 1




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 JMAR TECHNOLOGIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
 As of March 31, 2006 and December 31, 2005
 March 31, 2006
    
    
    December 31, 2005(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    3,958,389
    
    
    $
    5,490,789Accounts receivable
    
    
    2,051,831
    
    
    
    1,640,369Inventories
    
    
    495,832
    
    
    
    435,905Deferred
finance costs, net
    
    
    464,838
    
    
    
    Prepaid expenses and other
    
    
    637,691
    
    
    
    489,691Total current assets
    
    
    7,608,581
    
    
    
    8,056,754Property and equipment, net
    
    
    1,655,182
    
    
    
    1,756,452Intangible assets, net
    
    
    1,701,530
    
    
    
    1,708,038Other assets
    
    
    401,969
    
    
    
    380,768Goodwill
    
    
    4,415,932
    
    
    
    4,415,932TOTAL ASSETS
    
    $
    15,783,194
    
    
    $
    16,317,944LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    1,348,768
    
    
    $
    1,393,272Accrued liabilities
    
    
    624,578
    
    
    
    574,652Accrued payroll and related costs
    
    
    727,287
    
    
    
    914,195Billings in excess of costs incurred
    
    
    899,120
    
    
    
    774,675Current portion of notes payable and other liabilities, net
    
    
    138,931
    
    
    
    162,351Deferred rent
    
    
    233,445
    
    
    
    201,008Total current liabilities
    
    
    3,972,129
    
    
    
    4,020,153Notes payable and other long-term liabilities, net of current portion
    
    
    748,640
    
    
    
    773,222Redeemable convertible preferred stock, 785,000 shares issued and
outstanding as of March 31, 2006 and December 31, 2005, net of unamortized
discount of $2,887,458 and $880,659, respectively
    
    
    4,962,542
    
    
    
    6,969,341Commitments
and contingenciesStockholders equity:Preferred stock, $.01 par value; 5,000,000 shares authorized;
785,000 shares issued and outstanding as of March 31, 2006 and
December 31, 2005 included in redeemable convertible preferred stock
above
    
    
    
    
    
    
    Common stock, $.01 par value; 80,000,000 shares authorized;
39,307,197 shares issued and outstanding as of March 31, 2006 and
38,823,158 shares issued and outstanding as of December 31, 2005
    
    
    393,072
    
    
    
    388,231Additional-paid in capital
    
    
    83,738,931
    
    
    
    79,589,931Accumulated deficit
    
    
    (78,032,120
    )
    
    
    (75,422,934
    )Total stockholders equity
    
    
    6,099,883
    
    
    
    4,555,228TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    15,783,194
    
    
    $
    16,317,944
  2




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended March 31, 2006 and 2005
 (Unaudited)
 2006
    
    
    2005Revenues
    
    $
    2,381,399
    
    
    $
    1,867,331Costs of revenues
    
    
    2,034,058
    
    
    
    1,306,875Gross profit
    
    
    347,341
    
    
    
    560,456Operating expenses:Selling, general and administrative
    
    
    1,579,224
    
    
    
    1,403,702Research and development
    
    
    1,000,680
    
    
    
    801,982Total operating expenses
    
    
    2,579,904
    
    
    
    2,205,684Loss from operations
    
    
    (2,232,563
    )
    
    
    (1,645,228
    )Interest and other income
    
    
    34,037
    
    
    
    37,291Interest and other expense
    
    
    (61,711
    )
    
    
    (83,512
    )Net loss
    
    
    (2,260,237
    )
    
    
    (1,691,449
    )Deemed preferred stock dividends
    
    
    (348,947
    )
    
    
    (381,618
    )Loss applicable to common stock
    
    $
    (2,609,184
    )
    
    $
    (2,073,067
    )Basic and diluted loss per share applicable to common stock
    
    $
    (0.07
    )
    
    $
    (0.06
    )Shares used in computation of basic and diluted loss per share
    
    
    39,285,564
    
    
    
    33,856,817
  3




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2006 and 2005
 (Unaudited)
 2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (2,260,237
    )
    
    $
    (1,691,449
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation, amortization and debt discount
    
    
    152,543
    
    
    
    158,025Services received in exchange for common stock or options
    
    
    114,605
    
    
    
    24,850Asset write-downs
    
    
    14,077
    
    
    
    Change in assets and liabilities:Accounts receivable
    
    
    (411,462
    )
    
    
    1,479,127Inventories
    
    
    (59,927
    )
    
    
    107,368Prepaid expenses and other
    
    
    (222,897
    )
    
    
    433,076Billings in excess of costs incurred
    
    
    124,445
    
    
    
    (83,896
    )Accounts payable and accrued liabilities
    
    
    (165,054
    )
    
    
    (473,104
    )Changes in net assets and liabilities of discontinued operations
    
    
    
    
    
    
    (105,527
    )Net cash used in operating activities
    
    
    (2,713,907
    )
    
    
    (151,530
    )Cash flows from investing activities:Capital expenditures
    
    
    (30,996
    )
    
    
    (46,864
    )Payments of note payable of discontinued operations
    
    
    
    
    
    
    (17,500
    )Additions of intangible assets and other assets
    
    
    (4,129
    )
    
    
    (1,163
    )Net cash used in investing activities
    
    
    (35,125
    )
    
    
    (65,527
    )Cash flows from financing activities:Net proceeds from the issuance of common stock
    
    
    1,357,281
    
    
    
    3,907,943Cash payments of preferred stock dividends
    
    
    (147,737
    )
    
    
    (183,802
    )Preferred stock redemptions
    
    
    
    
    
    
    (233,333
    )Net borrowings under line of credit
    
    
    7,088
    
    
    
    Net cash provided by financing activities
    
    
    1,216,632
    
    
    
    3,490,808Net increase (decrease) in cash and cash equivalents
    
    
    (1,532,400
    )
    
    
    3,273,751Cash and cash equivalents, beginning of period
    
    
    5,490,789
    
    
    
    6,599,588Cash and cash equivalents, end of period
    
    $
    3,958,389
    
    
    $
    9,873,339Cash paid for interest
    
    $
    7,934
    
    
    $
    39,293
   4




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (1) Basis of Presentation and Financial Condition
  TM TM
    5




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  (2) Recent Accounting Pronouncements
    ,
    6




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
 (3) Stock-Based Compensation Plans
  2005Loss applicable to common stock:
    
    As Reported
    
    $
    (2,073,067
    )Stock based compensation expense
    
    
    
    
    (122,132
    )Proforma
    
    $
    (2,195,199
    )Basic and diluted loss per share:
    
    As Reported
    
    $
    (0.06
    )Stock based compensation expense
    
    
    
    
    Proforma
    
    $
    (0.06
    )
   7




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  Wtd. Avg.Remaining
    
    
    AggregateWtd. Avg.
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Exercise Price
    
    
    Life
    
    
    ValueOutstanding at January 1, 2006
    
    
    3,162,610
    
    
    $
    2.11Granted
    
    
    44,095
    
    
    $
    1.16Exercised
    
    
    (65,700
    )
    
    $
    1.09Forfeited
    
    
    (36,666
    )
    
    $
    1.85Outstanding at March 31, 2006
    
    
    3,104,339
    
    
    $
    2.12
    
    
    5.2 years
    
    $
    Vested and
expected to vest
    
    
    3,069,990
    
    
    $
    2.13
    
    
    5.3 years
    
    $
    Exercisable at March 31, 2006
    
    
    2,386,689
    
    
    $
    2.34
    
    
    4.6 years
    
    $
    
  Weighted-averageShares
    
    
    grant-date fair valueNonvested at December 31, 2005
    
    $
    815,657
    
    
    $
    1.21Granted
    
    
    44,095
    
    
    $
    1.16Vested
    
    
    (145,914
    )
    
    $
    1.18Forfeited
    
    
    (18,333
    )
    
    $
    1.01Non-vested at March 31, 2006
    
    $
    695,505
    
    
    $
    1.20
  (4) Accounts Receivable
  March 31, 2006
    
    
    December 31, 2005(Unaudited)Billed
    
    $
    1,368,963
    
    
    $
    1,240,922Unbilled
    
    
    682,868
    
    
    
    399,447$
    2,051,831
    
    
    $
    1,640,369
  8




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
 (5) Inventories
  March 31, 2006
    
    
    December 31, 2005(Unaudited)Raw materials, components and sub-assemblies
    
    $
    212,122
    
    
    $
    194,539Work-in-process
    
    
    4,912
    
    
    
    77,692Finished goods and demonstration units
    
    
    278,798
    
    
    
    163,674$
    495,832
    
    
    $
    435,905
 (6) Property and Equipment
  March 31, 2006
    
    
    December 31, 2005(Unaudited)Equipment and machinery
    
    $
    2,931,946
    
    
    $
    2,919,640Software
    
    
    599,752
    
    
    
    590,446Furniture and fixtures
    
    
    382,506
    
    
    
    388,234Leasehold improvements
    
    
    871,403
    
    
    
    862,0504,785,607
    
    
    
    4,760,370Less-accumulated depreciation
    
    
    (3,130,425
    )
    
    
    (3,003,918
    )$
    1,655,182
    
    
    $
    1,756,452
  (7) Segment Information
  Research Division/Vermont Operations
  9




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
   Microelectronics Division
  Sensor Products Group
 TM
   SensorResearch
    
    Vermont
    
    Microelectronics
    
    ProductsDivision
    
    Operations
    
    Division
    
    Group
    
    Corporate
    
    Total2006Revenues
    
    $
    512,203
    
    
    $
    691,921
    
    
    $
    1,163,874
    
    
    $
    13,401
    
    
    $
    
    
    
    $
    2,381,399Operating loss
    
    
    (631,854
    )
    
    
    (284,210
    )
    
    
    (277,098
    )
    
    
    (923,439
    )
    
    
    (115,962
    )
    
    
    (2,232,563
    )Total assets
    
    
    1,386,472
    
    
    
    5,515,016
    
    
    
    1,295,578
    
    
    
    1,859,743
    
    
    
    5,726,385
    
    
    
    15,783,194Goodwill
    
    
    
    
    
    
    4,415,932
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,415,932Capital expenditures
    
    
    
    
    
    
    1,242
    
    
    
    4,056
    
    
    
    9,945
    
    
    
    15,753
    
    
    
    30,996Depreciation & amortization
    
    
    24,633
    
    
    
    7,215
    
    
    
    35,201
    
    
    
    5,729
    
    
    
    79,765
    
    
    
    152,5432005Revenues
    
    
    479,429
    
    
    
    637,258
    
    
    
    750,644
    
    
    
    
    
    
    
    
    
    
    
    1,867,331Operating loss
    
    
    (446,375
    )
    
    
    (302,867
    )
    
    
    (346,149
    )
    
    
    (516,530
    )
    
    
    (33,307
    )
    
    
    (1,645,228
    )Total assets
    
    
    1,710,870
    
    
    
    5,243,517
    
    
    
    2,259,145
    
    
    
    27,396
    
    
    
    10,657,268
    
    
    
    19,898,196Goodwill
    
    
    
    
    
    
    4,415,932
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,415,932Capital expenditures
    
    
    1,715
    
    
    
    
    
    
    
    
    
    
    
    1,517
    
    
    
    43,632
    
    
    
    46,864Depreciation & amortization
    
    
    24,812
    
    
    
    7,602
    
    
    
    23,933
    
    
    
    1,554
    
    
    
    100,124
    
    
    
    158,025
 10




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  (8) Line of Credit and Notes Payable
    (9) Equity Transactions
   11




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
      12




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
    GrossAmountOutstandingat March
    
    
    Scheduled RedemptionsDescription
    
    31, 2006
    
    
    2007
    
    
    2008
    
    
    TotalSeries G Preferred
    
    $
    1,456,020
    
    
    $
    306,042
    
    
    $
    1,149,978
    
    
    $
    1,456,020Series I Preferred
    
    $
    6,393,980
    
    
    
    610,890
    
    
    
    5,783,090
    
    
    
    6,393,980$
    916,932
    
    
    $
    6,933,068
    
    
    $
    7,850,000
   Net Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net BalanceDecember 31,
    
    
    Discount
    
    
    Exchange for
    
    
    Amendment
    
    
    at March 31,Series
    
    2005
    
    
    Amortization
    
    
    Series I
    
    
    Fair Value
    
    
    2006F
    
    $
    1,747,948
    
    
    $
    49,515
    
    
    $
    (1,797,463
    )
    
    $
    
    
    
    $
    G
    
    
    1,754,615
    
    
    
    47,973
    
    
    
    (465,210
    )
    
    
    
    
    
    
    1,337,378H
    
    
    3,466,778
    
    
    
    105,744
    
    
    
    (3,572,522
    )
    
    
    
    
    
    
    I
    
    
    
    
    
    
    
    
    
    
    5,835,195
    
    
    
    2,210,031
    
    
    
    3,625,164$
    6,969,341
    
    
    $
    203,232
    
    
    $
    
    
    
    $
    2,210,031
    
    
    $
    4,962,542
 13




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  Net Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net BalanceDecember 31,
    
    
    Amendment Fair
    
    
    Discount
    
    
    
    
    
    
    at March 31,Series
    
    2004
    
    
    Value
    
    
    Amortization
    
    
    Redemptions
    
    
    2005E
    
    $
    752,306
    
    
    $
    79,390
    
    
    $
    89,374
    
    
    $
    83,333
    
    
    $
    678,957F
    
    
    1,812,092
    
    
    
    215,717
    
    
    
    40,527
    
    
    
    37,500
    
    
    
    1,599,402G
    
    
    1,844,699
    
    
    
    234,696
    
    
    
    38,194
    
    
    
    37,500
    
    
    
    1,610,697H
    
    
    3,678,177
    
    
    
    537,000
    
    
    
    83,369
    
    
    
    75,000
    
    
    
    3,149,546$
    8,087,274
    
    
    $
    1,066,803
    
    
    $
    251,464
    
    
    $
    233,333
    
    
    $
    7,038,602
       14




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  (10) Earnings Per Share
  (11) Intangible Assets
  March 31, 2006
    
    
    December 31, 2005Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Intangible
    
    
    Carrying
    
    
    Accumulated
    
    
    IntangibleAmount
    
    
    Amortization
    
    
    Assets
    
    
    Amount
    
    
    Amortization
    
    
    AssetsPatents
    
    $
    964,613
    
    
    $
    500,979
    
    
    $
    463,634
    
    
    $
    968,768
    
    
    $
    498,626
    
    
    $
    470,142Licenses
    
    
    1,256,925
    
    
    
    19,029
    
    
    
    1,237,896
    
    
    
    1,256,925
    
    
    
    19,029
    
    
    
    1,237,896$
    1,701,530
    
    
    
    
    
    
    
    
    
    
    $
    1,708,038
   15




---



##### Table of Contents



JMAR TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Continued
(Unaudited)
  For the Year Ended
    
    Estimated AmortizationDecember 31,
    
    Expense2006
    
    $
    293,9102007
    
    
    391,8802008
    
    
    391,8802009
    
    
    334,3042010
    
    
    46,4212011
    
    
    46,421Beyond
    
    
    196,714$
    1,701,530
 16




---



##### Table of Contents



MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 
 Item 2.
 Overview
   TM TM
 Sources of Revenue
 Contract Research and Development, Technical Support, and Production Programs
    17




---



##### Table of Contents



Standard Products
 TM
 TM
 TM
  18




---



##### Table of Contents



New Products Under Development
   Results of Operations
 Revenues
 2006
    
    
    2005Research Division
    
    $
    512,203
    
    
    $
    479,429Vermont Operations
    
    
    691,921
    
    
    
    637,258Microelectronics Division
    
    
    1,163,874
    
    
    
    750,644Sensor Products Group
    
    
    13,401
    
    
    
    $
    2,381,399
    
    
    $
    1,867,331
  Losses
 Gross Margins
 19




---



##### Table of Contents



Selling, General and Administrative (SG&A).
 Research, Development and Engineering Program (RD&E).
 
    
    Customer-funded RD&E costs incurred, primarily related to the DARPA Contract and the
NAVAIR Contract, are included in Costs of Revenues, and totaled $791,968 and $450,081 for
the three months ended March 31, 2006 and 2005, respectively. The increase in
customer-funded RD&E expenditures for the three months ended March 31, 2006 primarily
consists of an increase of $313,692 related to the NAVAIR Contract.
    
    Company-funded RD&E costs associated with product development are shown in Operating
Expenses and totaled $1,000,680 and $801,982 for the three months ended March 31, 2006 and
2005, respectively. The increase in 2006 is primarily due to product development related to
BioSentry.
   Interest and Other Expense.
 Preferred Stock Dividends.
 20




---



##### Table of Contents



Liquidity and Financial Condition
 General.
  Sale of Common Stock
   Issuances of Preferred Stock.
 21




---



##### Table of Contents



22




---



##### Table of Contents



Working Capital Line.
   Cash Used in Operations
 Cash Used in Investing Activities
 Cash Provided by Financing Activities
 23




---



##### Table of Contents



Stockholders Equity.
 Commitments
  2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    TotalLeases
    
    $
    536,300
    
    
    $
    715,412
    
    
    $
    530,495
    
    
    $
    373,797
    
    
    $
    371,233
    
    
    $
    715,514
    
    
    $
    3,242,751Deferred
compensation
    
    
    210,321
    
    
    
    275,297
    
    
    
    185,955
    
    
    
    56,003
    
    
    
    
    
    
    
    
    
    
    
    727,576$
    746,621
    
    
    $
    990,709
    
    
    $
    716,450
    
    
    $
    429,800
    
    
    $
    371,233
    
    
    $
    715,514
    
    
    $
    3,970,327
  Preferred Stock Redemption Obligations
  GrossAmountOutstandingat March
    
    
    Scheduled RedemptionsDescription
    
    31, 2006
    
    
    2007
    
    
    2008
    
    
    TotalSeries G Preferred
    
    $
    1,456,020
    
    
    $
    306,042
    
    
    $
    1,149,978
    
    
    $
    1,456,020Series I Preferred
    
    $
    6,393,980
    
    
    
    610,890
    
    
    
    5,783,090
    
    
    
    6,393,980$
    916,932
    
    
    $
    6,933,068
    
    
    $
    7,850,000
 License Agreements
  24




---



##### Table of Contents



Net Operating Loss Carryforward
  Critical Accounting Policies and Estimates
  25




---



##### Table of Contents



Revenues
  Goodwill and Intangible Assets
    26




---



##### Table of Contents



Beneficial Conversion Feature and Warrant Valuation
   Allowances for Doubtful Accounts
  Deferred Taxes
  27




---



##### Table of Contents



Stock-Based Compensation Expense
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
   28




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  Our cash requirements are significant and if we do not generate sufficient funds from operations or
obtain additional financing we may be unable to continue our present product development
activities.
   The failure to maintain shareholders equity above $2.5 million or market capitalization of $35
million or to sustain a minimum share price of $1.00 per share could result in delisting of our
shares on the NASDAQ Stock Market.
  29




---



##### Table of Contents



A substantial portion of our current revenue depends on sales to a few customers.
  Recent management changes could create uncertainty among our customers, employees and shareholders.
  
 Item 6.
 Exhibits.
 Exhibit 10.1
    
    Subcontract, dated February 27, 2006, among the Company and General Dynamics Advanced Information Systems, Inc.Exhibit 10.2
    
    Secured Non-Convertible Revolving Note, dated March 28, 2006, executed by the Company in favor of Laurus Master
Fund, Ltd.Exhibit 10.3
    
    Common Stock Purchase Warrant issued on March 28, 2006 to Laurus Master Fund, Ltd. in connection with Secured
Non-Convertible Revolving Note.
 30




---



##### Table of Contents



Exhibit 10.4
    
    Common Stock Purchase Warrant issued on March 28, 2006 to Laurus Master Fund, Ltd. in connection with Secured
Non-Convertible Revolving Note.Exhibit 10.5
    
    Securitities Exchange Agreement, dated March 28, 2006, among the Company and Laurus Master Fund, Ltd.Exhibit 10.6
    
    Certificate to Set Forth Designations of Series I Convertible Preferred Stock, dated March 28, 2006, between the
Company and Laurus Master Fund, Ltd.Exhibit 31.1
    
    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act 2002.Exhibit 31.2
    
    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Exhibit 32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
   JMAR TECHNOLOGIES, INC.May 12, 2006
    
    
    
    By:
    
    /s/ C. Neil BeerC. Neil Beer, Chief Executive Officerand Authorized OfficerBy:
    
    /s/ Dennis E. ValentineDennis E. Valentine, Chief Accounting Officer
 31