U.S.
Securities and Exchange CommissionWashington, D.C. 20549

FORM
10-QSB

[   X   ]  QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

| | For
the quarterly period ended:    January 31, 2007
| | ---------------------------------------------------

[         ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.

For the
transition period from _______________ to ________________

Commission
file number 0-11485

ACCELR8
TECHNOLOGY CORPORATION(Name of small business issuer in its charter)

|Colorado                        | 84-1072256
|------------------------------- | ----------
|(State or other jurisdiction of |           
|incorporation or organization)  |           
|                                |           

7000
North Broadway, Building 3-307, Denver, CO 80221(Address of principal executive offices)

Issuers
telephone number:    (303) 863-8088

(Former name,
former address and former fiscal year, if changed since last report)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [ X ]   No  [   ]

Number
of shares outstanding of the issuers Common Stock:

|                           | 
|-------------------------- | 
|                           | 
|Class                      | 
|Common Stock, no par value | 

Accelr8
Technology Corporation -1-     10-QSB 01/31/07



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INDEX

|                           |  | Page                                                       
|-------------------------- |  | -----------------------------------------------------------
|PART I                     |  | FINANCIAL INFORMATION                                      
|                           |  |                                                            
|Item 1                     |  | Financial Statements                                       
|                           |  |                                                            
|                           |  | Condensed Balance Sheets                                   
|                           |  | January 31, 2007 (unaudited) and July 31, 2006             
|                           |  |                                                            
|                           |  | Condensed Statements of Operations                         
|                           |  | for the three months and six months ended January 31, 2007 
|                           |  | and 2006 (unaudited)                                       
|                           |  |                                                            
|                           |  | Condensed Statements of Cash Flows                         
|                           |  | for the six months ended January 31, 2007                  
|                           |  | and 2006 (unaudited)                                       
|                           |  |                                                            
|                           |  | Notes to Unaudited Condensed Financial Statements          
|                           |  |                                                            
|Item 2                     |  | Management's Discussion and Analysis or                    
|                           |  | Plan of Operations                                         
|                           |  |                                                            
|Item 3                     |  | Controls and Procedures                                    
|                           |  |                                                            
|PART II. OTHER INFORMATION |  |                                                            
|                           |  |                                                            
|Item 1                     |  | Legal Proceedings                                          
|                           |  |                                                            
|Item 2                     |  | Unregistered Sales of Equity Securities and Use of Proceeds
|                           |  |                                                            
|Item 3                     |  | Defaults Upon Senior Securities                            
|                           |  |                                                            
|Item 4                     |  | Submission of Matters to a Vote of Security Holders        
|                           |  |                                                            
|Item 5                     |  | Other Information                                          
|                           |  |                                                            
|Item 6                     |  | Exhibits                                                   
|                           |  |                                                            
|SIGNATURES                 |  |                                                            
|                           |  |                                                            
|CERTIFICATION OF OFFICERS  |  |                                                            
|                           |  |                                                            

Accelr8
Technology Corporation -2-     10-QSB 01/31/07



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PART I.   
FINANCIAL INFORMATION

Item 1.    Financial
Statements

Accelr8
Technology CorporationCondensed Balance Sheets

ASSETS

|                                                            | January 312007 | July 31,2006   
|----------------------------------------------------------- | -------------- | ---------------
|
|Current assets:                                             |                |                
|Cash and cash equivalents                                   |                | $   2,101,824  
|Accounts receivable                                         |                | 121,056        
|Inventory                                                   |                | 29,311         
|Prepaid expenses and other current assets                   |                | 27,045         
|                                                            |                |                
|Total current assets                                        |                | 2,279,236      
|                                                            |                |                
|Property and equipment, net                                 |                | 143,708        
|Investments, net                                            |                | 1,009,549      
|Intellectual property, net (Note 3)                         |                | 3,592,195      
|                                                            |                |                
|Total assets                                                |                | $   7,024,688  
|                                                            |                |                
|                                                            |                |                
|                                                            |                |                
|LIABILITIES AND SHAREHOLDERS EQUITY                        |                |                
|                                                            |                |                
|Current liabilities:                                        |                |                
|Accounts payable                                            |                | $        93,649
|Accrued compensation and other liabilities                  |                | 47,118         
|Deferred revenue (Note 4)                                   |                | 71,680         
|                                                            |                |                
|Total current liabilities                                   |                | 212,447        
|                                                            |                |                
|Long-term liabilities:                                      |                |                
|Deferred compensation                                       |                | 1,047,049      
|                                                            |                |                
|                                                            |                |                
|Total liabilities                                           |                | 1,259,496      
|                                                            |                |                
|Commitments and Contingencies                               |                |                
|Shareholders equity                                        |                |                
|                                                            |                |                
|Common stock, no par value; 14,000,000                      |                |                
|and 12,000,000 shares authorized, respectively;             |                |                
|9,971,210 shares issued and outstanding                     |                |                
|                                                            |                |                
|                                                            |                | 12,878,020     
|Contributed capital                                         |                | 591,712        
|Accumulated deficit                                         |                | (7,430,940     
|Shares held for employee benefit (1,129,110 shares at cost) |                | (273,600       
|                                                            |                |                
|                                                            |                |                
|Total shareholders equity                                  |                | 5,765,192      
|                                                            |                |                
|Total liabilities and shareholders equity                  |                | $   7,024,688  
|                                                            |                |                
|                                                            |                |                
|                                                            |                |                

See
accompanying notes to unaudited condensed financial statements.

Accelr8
Technology Corporation -3-     10-QSB 01/31/07



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Accelr8
Technology CorporationCondensed Statements of OperationsFor the three and six months ended January 31, 2007 and 2006(Unaudited)

|                                     | 3 Months Ended January 31 | 6 Months Ended January 31 |   |                   
|------------------------------------ | ------------------------- | ------------------------- | - | ------------------
|
|Revenues:                            |                           |                           |   |                   
|OptiChem revenues                    |                           | $         20,899          |   | $         40,490  
|Technical consulting revenues        |                           |                          |   | 15,000            
|Option fees                          |                           | 14,250                    |   |                  
|License fees                         |                           | 50,000                    |   |                  
|                                     |                           |                           |   |                   
|Total revenues                       |                           | 85,149                    |   | 55,490            
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Costs and expenses:                  |                           |                           |   |                   
|Research and development             |                           | 246,969                   |   | 568,139           
|General and administrative           |                           | 255,491                   |   | 234,176           
|Amortization                         |                           | 60,045                    |   | 59,170            
|Marketing and sales                  |                           | 158                       |   | 9,432             
|Depreciation                         |                           | 18,382                    |   | 19,992            
|Cost of sales                        |                           | 2,147                     |   | 14,307            
|                                     |                           |                           |   |                   
|Total costs and expenses             |                           | 583,192                   |   | 905,216           
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Loss from operations                 |                           | 498,043                   |   | (849,726          
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Other income:                        |                           |                           |   |                   
|Interest and dividend income         |                           | 28,857                    |   | 46,341            
|Unrealized gain on investments       |                           | 12,827                    |   | 17,840            
|Other income                         |                           |                          |   |                  
|                                     |                           |                           |   |                   
|Total other income                   |                           | 41,684                    |   | 64,181            
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Net Loss                             |                           | $     (456,359            | ) | $     (785,545    
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Net loss per share:                  |                           |                           |   |                   
|Basic and diluted net loss per share |                           | $             (.05        | ) | $             (.08
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   
|Weighted average shares outstanding  |                           | 9,971,210                 |   | 9,971,210         
|                                     |                           |                           |   |                   
|                                     |                           |                           |   |                   

See
accompanying nots to unaudited condensed financial statements.

Accelr8
Technology Corporation -4-     10-QSB 01/31/07



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Accelr8
Technology CorporationCondensed Statements Of Cash FlowsFor the Six months Ended January 31, 2007 and 2006(Unaudited)

|                                                | 2007 | 2006            
|----------------------------------------------- | ---- | ----------------
|
|Cash flows from operating activities:           |      |                 
|Net loss                                        |      | $       (995,689
|Adjustments to reconcile net (loss) to net cash |      |                 
|(used in) operating activities:                 |      |                 
|Depreciation                                    |      | 36,764          
|Amortization                                    |      | 120,091         
|Fair value of stock options                     |      |                 
|granted for services                            |      | 21,561          
|Unrealized holding (gain) loss on investments   |      | (56,014         
|Reinvested earnings - interest and dividends    |      | (7,120          
|                                                |      |                 
|(Increase) decrease in assets:                  |      |                 
|Accounts receivable                             |      | (110,204        
|Inventory                                       |      | (3,424          
|Prepaid expense and other                       |      | 16,055          
|Increase (decrease) in liabilities:             |      |                 
|Accounts payable                                |      | 22,080          
|Accrued liabilities                             |      | 15,729          
|Deferred revenue                                |      | 12,151          
|Deferred compensation                           |      | 100,634         
|                                                |      |                 
|Net cash (used in) operating activities         |      | (827,386        
|                                                |      |                 
|                                                |      |                 
|Cash flows from investing activities:           |      |                 
|                                                |      |                 
|Receipt of note payment                         |      | -0-             
|Issuance of Common Stock                        |      | -0-             
|Purchases of equipment                          |      | (126            
|Contribution to deferred compensation trust     |      | (75,000         
|                                                |      |                 
|                                                |      |                 
|Net cash (used in) investing activities         |      | (75,126         
|                                                |      |                 
|                                                |      |                 
|Decrease in cash and cash equivalents           |      | (902,512        
|                                                |      |                 
|Beginning balance                               |      | 3,004,336       
|                                                |      |                 
|                                                |      |                 
|Ending balance                                  |      | $      2,101,824
|                                                |      |                 
|                                                |      |                 
|                                                |      |                 

See
accompanying notes to unaudited condensed financial statements.

Accelr8
Technology Corporation -5-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Note 1.   
Basis of Presentation

The
financial statements included herein have been prepared by Accelr8 Technology
Corporation (the Company) without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission
(SEC). Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations. The Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with our annual audited financial statements dated July
31, 2006, included in our annual report on Form 10-KSB as filed with the SEC.

Management
believes that the accompanying unaudited financial statements are prepared in
conformity with generally accepted accounting principles, which require the use
of management estimates, and contain all adjustments (including normal recurring
adjustments) necessary to present fairly the operations and cash flows for the
periods presented. The results of operations for the three months and six months
ended January 31, 2007 may not be indicative of the results of operations for
the year ended July 31, 2007.

Note 2.   
Summary of Significant Accounting Policies

Use of
estimates

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Concentration
of credit risk

Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash equivalents, accounts receivable, and notes
receivable, including receivables from major customers.

The
Company grants credit to domestic and international clients in various
industries. Exposure to losses on accounts receivable is principally dependent
on each clients financial position. The Company performs ongoing credit
evaluations of its clients financial condition.

Accelr8
Technology Corporation -6-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Estimated
Fair Value of Financial Instruments

The
carrying amounts of cash and cash equivalents, investments and other long-term
liabilities approximates fair value at January 31, 2007 and 2006.

The
carrying value of all other financial instruments potentially subject to
valuation risk, principally consisting of accounts receivable and accounts
payable, also approximate fair value.

Inventory
is maintained by specific identification. Amounts of any particular inventory
item are small and are used depending on particular characteristics.

Property
and equipment are recorded at cost. Maintenance and repairs are charged to
expense as incurred and expenditures for major improvements are capitalized.
Gains and losses from retirement or replacement are included in costs and
expenses. Depreciation of property and equipment is computed using the
straight-line method over the estimated useful life of the assets, ranging from
five to seven years.

Intellectual
properties are amortized over the period the asset is expected to contribute
directly or indirectly to the Companys future cash flows. The Company
evaluates the remaining useful life of each intellectual property that is being
amortized each reporting period to determine whether events and circumstances
warrant a revision to the remaining period of amortization. Included in
intellectual property are patents, trademarks and technology. Intellectual
properties are amortized over their estimated useful lives of 20 years.

Long-lived
assets and certain identifiable intangibles to be held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company
continuously evaluates the recoverability of its long-lived assets based on
estimated future cash flows from and the estimated fair value of such long-lived
assets, and provides for impairment if such undiscounted cash flows or the
estimated fair value are insufficient to recover the carrying amount of the
long-lived asset.

Technical
consulting revenue is recognized at the completion of the contract.

OptiChem
revenue is recognized when the Company ships the product.

Allowances
on accounts receivable and notes receivable are recorded when circumstances
indicate collection is doubtful for particular accounts receivable. Receivables
are written off if reasonable collection efforts prove unsuccessful. The Company
provides for sales returns and allowances on a specific account basis.

Deferred
revenue represents amounts billed but not yet earned under existing agreements.

Accelr8
Technology Corporation -7-     10-QSB 01/31/07



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Accelr8
Technology Corporation

The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income
Taxes, which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial
statement basis and the income tax basis of assets and liabilities that will
result in taxable or deductible amounts in the future. Such deferred income tax
computations are based on enacted tax laws and rates applicable to the years in
which the differences are expected to affect taxable income. A valuation
allowance is established when necessary to reduce deferred income tax assets to
the amounts expected to be realized.

Note 3.   
Intellectual Property

|                                                  | January 31, 2007 | July 31, 2006
|------------------------------------------------- | ---------------- | -------------
|
|Intellectual property consisted of the following: |                  |              
|                                                  |                  |              
|OptiChem Technologies                             |                  | $ 4,454,538  
|Patents                                           |                  | 293,991      
|Trademarks                                        |                  | 49,019       
|                                                  |                  |              
|Total intellectual property                       |                  | 4,797,548    
|Accumulated amortization                          |                  | (1,205,353   
|                                                  |                  |              
|Net intellectual property                         |                  | $ 3,592,195  
|                                                  |                  |              
|                                                  |                  |              

Intellectual
properties are recorded at cost and are being amortized on a straight-line basis
over their estimated useful lives of 20 years, which approximates the patent and
patent application life of the OptiChem technologies. Amortization expense was
$120,091 and $118,341 respectively, for the six months ended January 31, 2007
and 2006.

The
Company routinely evaluates the recoverability of its long-lived assets based
upon estimated future cash flows from or estimated fair value of such long-lived
assets. If in managements judgment, the anticipated undiscounted cash
flows or estimated fair value are insufficient to recover the carrying amount of
the long-lived asset, the Company will determine the amount of the impairment,
and the value of the asset will be written down. Management believes that the
fair value of the technology exceeds the carrying value. However, it is possible
that future impairment testing may result in intangible asset write-offs, which
could adversely affect the Companys financial condition and results of
operations.

Note 4.   
License and Supply Agreements

On
November 24, 2004, the Company entered into a worldwide exclusive manufacturing
and marketing license agreement (the License Agreement) with SCHOTT
Jenaer Glas GmbH (SCHOTT) for Slide H.

Accelr8
Technology Corporation -8-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Pursuant
to the License Agreement SCHOTT paid the Company a non-refundable fee of
$100,000, on December 20, 2004, of which $50,000 was credited against future
royalties. During the 2-year term of the License Agreement SCHOTT agreed to pay
the Company a royalty payment equal to 6% of net sales of products licensed
under the License Agreement. For the six month period, ending January 31, 2007,
$7,653 of Slide H royalties was realized from the initial License Agreement and
the previous Supply Agreements with SCHOTT. As of January 31, 2007,
deferred revenue remaining from the original Schott royalty
deposit was $21,680. An optional 1-year non-exclusive license
extension to market and manufacture Slide H was exercised by SCHOTT on September
27, 2006 for the period November 24, 2006 through November 23, 2007.

The
Company also granted an option to SCHOTT for a non-exclusive right to
manufacture and sell, up to 12,500 OptiChem coated (Streptavidin) glass slides
(Slide HS), from January 1, 2006 to December 31, 2006. SCHOTT exercised this
right and paid the Company $15,000 on January 27, 2005 for training on the
manufacture of Slide HS.

Separate from
the previously mentioned contracts, $9,656 of royalties were  billed January 11, 2007 and
received February 27, 2007 for the non exclusive  sales and manufacturing agreement for
2006 between SCHOTT and the Company for  Slide HS.

On
December 29, 2006, the Company and SCHOTT entered into a
non-exclusive license agreement for Slide HS for the time period of January 1,
2007 through December 31, 2008. Under this agreement SCHOTT agreed to pay the
Company a non-refundable payment of $100,000; $50,000 for license fee and
$50,000 for prepayment of royalties. During the 2-year term of the License
Agreement SCHOTT agreed to pay the Company a royalty payment equal to 8% of net
sales of products licensed under the License Agreement. The payment of
$100,000 was received February 15, 2007. Also, SCHOTT agreed to provide 7,500
glass substrates to the Company at no charge. The slides are valued at $14,250
and that amount has been recorded as option fees. As of January 31, 2007
the accounts receivable for $11,400 is for the 6,000 glass substrates yet to be
received from SCHOTT.

Feasibility
Testing Agreement

Effective
October 5, 2005, the Company and Promega Corporation (Promega)
entered into a Feasibility Testing Agreement (the Agreement).
Pursuant to the Agreement, the Company focused on the development of a
customized coating for a glass slide for a product owned by Promega. The
Agreement required that the feasibility testing be divided into two phases. On
October 21, 2005, Promega paid the Company $49,000 in return for the
Companys performance under the Agreement. During fiscal year ended
July 31, 2006, Phase I was completed and the Company recognized $27,000 in
technology consulting fees. On September 12, 2006, Promega and the Company
determined that Phase II was successfully completed and the Company recognized
technology consulting fees of $22,000 for the quarter ending October 31, 2006.
The Company has no further obligation under the Agreement. The Company has
granted a license exercise period extension to Promega to purchase a fully paid
license for OptiChem through April 30, 2007.

Accelr8
Technology Corporation -9-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Note 5.   
Employee Stock Based Compensation

Common
Stock Options At January 31, 2007, there were 1,002,500 stock options
outstanding at prices ranging from $1.45 to $3.20 with expiration dates between
May 6, 2007 and March 16, 2015. For the six months ended January 31, 2007 and
2006, stock options exercisable into 1,002,500 and 1,009,500 shares of common
stock, respectively, were not included in the computation of diluted earnings
per share because their effect was antidilutive.

For
the six months ended January 31, 2006, the Company accounted for stock
based compensation to employees and directors using the intrinsic value method
in accordance with Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related
interpretations. The Company accounted for stock based compensation to
non-employees in accordance with SFAS No. 123, Accounting for Stock Based
Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment to FASB No.
123.

The
following table illustrates the effect on net loss if the Company had applied
the fair value recognition provisions of SFAS No. 123 to stock-based
compensation.

|                                       | Three and Six Months EndedJanuary 31, 2006 |                             
|-------------------------------------- | ------------------------------------------ | ----------------------------
|
|Net loss  as reported                 |                                            | $              (785,545)    
|Deduct: Total stock-based compensation |                                            |                             
|expense determined under fair          |                                            |                             
|value based method for all awards      |                                            | (13,479)                    
|                                       |                                            |                             
|Pro forma net loss                     |                                            | $              (799,024)    
|                                       |                                            |                             
|Earnings per share:                    |                                            |                             
|Basic and diluted  as reported        |                                            | $                      (.08)
|                                       |                                            |                             
|Basic and diluted  pro forma          |                                            | $                      (.08)
|                                       |                                            |                             
|                                       |                                            |                             

Beginning
February 1, 2006, the Company accounted for stock based compensation to
employees and directors using SFAS No. 123 (revised 2004), Share-Based
Payment (SFAS 123R), which replaces SFAS 123 and supersedes APB Opinion
No. 25. SFAS 123R requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the financial statements
based on their fair values. The proforma disclosures previously permitted under
SFAS 123 are no longer an alternative to financial statement recognition. Under
the modified prospective application method, we will apply the standard to new
awards, and to awards modified, repurchased, or cancelled after the required
effective date. Additionally, compensation cost for the unvested portion of
awards outstanding as of the required effected date will be recognized as
compensation expense as the requisite service is rendered after the required
effective date.

Accelr8
Technology Corporation -10-     10-QSB 01/31/07



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Accelr8
Technology Corporation

The
fair value of options granted under the stock option agreements and stock-based
compensation plans discussed above is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the quarter ended January 31, 2007: no dividend
yield; risk free interest rate of 5.0%; expected life of 3-4 years; and expected
volatility of 51%. The weighted average remaining contractual life of options
outstanding at January 31, 2007 was 4.46 years.

As of
January 31, 2007, the total unrecognized share-based compensation cost related
to unvested stock options was approximately $30,000. For the three-month and
six-month period ended January 31, 2007 the Company recognized $14,101 and
$21,562 in stock based compensation costs related to the issuance of stock
options to employees. This cost was calculated in accordance with SFAS No. 123R
and is reflected in the Companys operating expenses.

Item 2.
Managements Discussion and Analysis of Financial Condition and Result of Operations

Forward Looking
Information

This Quarterly
Report on Form 10-QSB contains certain  forward-looking  statements  within the meaning
of Section 27A of the Securities  Act of 1933,  as amended (the  Securities  Act)
and Section 21E of the  Securities  Exchange Act of 1934,  as amended (the  Exchange
Act),  and the  Company,  intends  that such  forward-looking  statements  be
subject  to the safe  harbors  created  thereby.  These  forward-looking  statements,
which can be identified by the use of words such as may, will, expect, anticipate, estimate, or
continue, or variations  thereon or comparable  terminology,  include the
plans and  objectives of management for future  operations,  including plans and
objectives  relating to the products and future economic  performance of the Company.  In
addition,  all statements  other that  statements of  historical  facts that address
activities,  events,  or  developments  the Company  expects,  believes,  or  anticipates
will or may occur in the future, and other such matters, are forward-looking statements.

The
forward-looking  statements  included herein are based on current  expectations that
involve a number of risks and  uncertainties.  These forward-looking  statements are
based on assumptions that the Company will retain key management  personnel,  the Company
will be  successful  in the  development  of the  BACcelr8r,  the Company  will have
sufficient  capital to  complete  the  development  of the  BACcelr8r,  the Company will
be able to protect its intellectual  property,  the Companys ability to respond to
technological  change,  that the Company will  accurately  anticipate  market  demand for
the  Companys  products  and that there will be no material  adverse  change in the
Companys  operations or business.  Assumptions  relating to the foregoing involve
judgments with respect to, among other  things, future economic,  competitive and market
conditions and future business decisions,  all of which are difficult or impossible to
predict  accurately  and many of which are beyond the control of the  Company.  Although
the  Company  believes  that the  assumptions  underlying the forward-looking  statements
are reasonable,  any of the assumptions could prove inaccurate and, therefore,  there can
be  no assurance that the results  contemplated  in  forward-looking  statements  will be
realized.  We undertake no obligation to publicly  update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

Accelr8
Technology Corporation -11-     10-QSB 01/31/07



---

Accelr8
Technology Corporation

The following
discussion should be read in conjunction with the Companys unaudited condensed
financial  statements and related notes,  included  elsewhere,  herein.  The Companys
future  operating  results may be affected by various trends and factors which are beyond
the Companys  control.  These include,  among other factors,  general public
perception of issues and solutions,  and other uncertain  business  conditions  that may
affect the  Companys  business.  The Company  cautions  the reader that a number of
important  factors  discussed herein, and in other reports,  filed with the Securities
and Exchange Commission  including the risks in the section entitled  Risk  Factors its
10-KSB for the year ended July 31, 2006,  could affect the  Companys  actual
results and cause actual  results to  differ materially from those discussed in
forward-looking statements.

Overview

Our  vision  is
to  develop  and  commercialize  an  innovative,  integrated  system  for  rapid
identification  of  bacteria  and the  determination  of their  antibiotic  resistance
in  critically  ill  patients.  Our  business  strategy is to penetrate a large market
segment,  develop  profitable  sales growth,  and demonstrate  the value of our
technology in the broad market for biomedical  products  with the intent of licensing our
proprietary technology to market leaders.

We are
developing the BACcelr8r,  a rapid pathogen  analyzer,  by integrating our
proprietary  technologies  into an automated system.  Proprietary  technologies  include
OptiChem® surface coatings and assay processing  methods. We have received patents or
we have patent  applications pending for the major technology components and systems.

The BACcelr8r
project began with a number of  innovative  analytical  biological  concepts that had no
direct  precedent,  even though  based on familiar  microbiological  principles.
However,  these  accepted  principles  had only been applied to cultures  that contain
hundreds of millions of bacteria descended from single organisms hand-selected as
colonies grown from a patient specimen.

The BACcelr8r
is based on a simple  transformation  of standard  methods.  We believed  that speed and
precision  should be possible by  analyzing,  as  individuals,  many  thousands of cells
extracted  directly from the patient  specimen.  This  contrasts  with standard
culturing in which the descendants of fewer than ten cells are presumed to represent the
entire  infectious  bacterial  population in a  specimen, and with which many hours of
repeated growth are required to perform analyses.

Accelr8
Technology Corporation -12-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Our first
laboratory  BACcelr8r  research model,  Version 0.1, is used in our own internal research
to investigate and characterize the  biological  principles that we believe confer
advantages upon our analytical methods. We also developed  functional  specifications and
product  requirements  for the first clinical  version of the BACcelr8r.  During
development,  we identified a product version that we  believe will shorten the path to
market. We call this system the BACcel-1.0.

We plan the
BACcel-1.0  to provide the same rapid  (2-hour)  bacterial  quantitation  and
identification  functions  as the  clinical  BACcelr8r.  However,  we plan to augment the
first reported  identification  with additional strain  identification  according to
major  antibiotic resistance categories.  The purpose of this version is to narrow the
drug choices for empiric therapy.

For  example,
the first report might state that some  quantity of Staph is present.  The
second  report might then state that all of  the Staph fall into a major antibiotic
resistance group known as MRSA (methicillin  resistant Staph aureus sometimes
referred to as  superbugs in news reports).  However the BACcel-1.0  would
not report  specific  antibiotic  resistance and  susceptibility  as would  happen with
the clinical  BACcelr8r.  Instead it would report the numbers of organisms that fall
within major groups that are typically  the most difficult to treat,  and thus narrow the
initial empiric therapy options to help improve the chances of initial  success.  The
Company  believes that with this  information,  the  physician  can rule out drugs that
are likely to fail.  The purpose is to indicate  which drugs not to use for initial
therapy.

We plan to
include such major  category  identification  for the most  difficult  major organism
groups.  Examples of such  resistance  groups include MRSA, major beta-lactamase
producers in  Enterobacteriaceae,  and multi-drug  resistant  Pseudomonas and
Acinetobacter.  We have  re-started  engineering to design and build our first research
versions to place in outside  laboratories.  They will be used  to expand our validation
studies.

In addition to
the  BACcelr8r  project,  we have  developed  and  licensed  to third  parties  OptiChem surface
coatings  for use in  microarraying  components.  We have  granted  Schott  Jenaer  Glas
GmbH  ("SCHOTT"),  which is a global  leader in  high-quality  glass
manufacturing,  a  two-year  exclusive  global  license  with  an  additional  one-year
option  to  manufacture  and  market  OptiChem  microarraying  products.  The current
license includes the use of OptiChem on glass slides for gene and protein microarraying
for Slide  H. SCHOTT has exercised  its right to a third year of  non-exclusive
production  of Slide H commencing  November 24, 2006. In addition  to Slide H, SCHOTT has
entered into a second license agreement for the non-exclusive  manufacturing of Slide HS,
commencing  January 1,  2007 and expiring December 31, 2008.

Accelr8
Technology Corporation -13-     10-QSB 01/31/07



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Accelr8
Technology Corporation

During the past
quarter we have continued to refine the  specifications  and functional  requirements  of
the BACcel-1.0  platform.  We  defined and began  testing  the  specific  analyses
required in the  BACcel-1.0  system.  We intend to report the results of the first
completed  sets of tests,  conducted for MRSA  identification,  at the American  Society
of  Microbiology  meeting in May 2007. We have  relied on the  expertise  of  outside
medical  and  clinical  microbiology  experts  to guide our  development  strategy  and
product  requirements.  In addition,  we have  identified  specific  opportunities  for
product  application in military  medicine and initiated  appropriate contacts.

Application
of Critical Accounting Policies

Use of
Estimates

The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Revenue
Recognition

We
generate revenue as follows:

| | Consulting
revenue is recognized at the completion of the contract.
| | -------------------------------------------------------------------

| | OptiChem
revenue is recognized upon shipping of the product to the customer.
| | ----------------------------------------------------------------------------

| | Deferred
revenue  represents amounts billed but not yet earned under consulting agreements.
| | -------------------------------------------------------------------------------------------

Deferred
Taxes

We
recognize deferred tax assets and liabilities based on the differences between
the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based on historical taxable income, projected
future taxable income, and the expected timing of the reversals of existing
temporary differences. As of July 31, 2006 and July 31, 2005, we have
established a valuation allowance equal to our net deferred tax asset, as we
have not been able to determine that we will generate sufficient future taxable
income to allow us to realize the deferred tax asset.

Intangible
Assets

We amortize
our intangible assets over the period the asset is expected to contribute
directly or indirectly to our future cash flows. We evaluate the remaining
useful life of each intangible asset that is being amortized each reporting
period to determine whether events and circumstances warrant a revision to the
remaining period of amortization.

We
review our intangible assets for impairment each reporting period as discussed
below under Impairment of long-lived and intangible assets. An
impairment loss will be recognized if the carrying amount of an intangible asset
is not recoverable and its carrying amount exceeds its fair value.

Impairment
of Long-Lived and Intangible Assets

We assess
the impairment of identifiable intangibles and long-lived assets whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important which could trigger an impairment
review include the following:

| | significant
underperformance relative to expected historical or projected future operating results;
| | ---------------------------------------------------------------------------------------------------

| | significant
changes in the manner of our use of the acquired assets or the strategy for our overall
business;
| | -------------------------------------------------------------------------------------------------------------

| | significant
negative industry or economic trends;
| | -------------------------------------------------

| | significant
decline in our stock price for a sustained period; and
| | ------------------------------------------------------------------

| | our
market capitalization relative to net book value.
| | -----------------------------------------------------

When
we determine that the carrying value of intangibles and long-lived assets may
not be recoverable based upon the existence of one or more of the above
indicators of impairment, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model. Our
judgments regarding the existence of impairment indicators are also based on
legal factors, market conditions and expected future operational performance of
related product lines of the identifiable intangible. Future events could cause
us to conclude that impairment indicators exist and that our identifiable assets
are impaired. Management believes that the amounts carried on our balance sheet
are recoverable, and that our intangible assets are not impaired at this time.
Managements belief is based upon an independent valuation of our
intangibles that was obtained from a third party valuation firm and
managements assessment of the fair value of our intangibles. Our
intangibles constitute a significant portion of our assets, and as a result, any
resulting impairment loss could have a material adverse impact on our financial
condition and results of operations in the future. We also evaluate the
remaining estimated useful lives of each asset each reporting period and
determine whether events or circumstances require revised useful lives.

Research and
Development

Research
and development expenses are expensed as incurred. Research and development
expenses include salaries and related expenses associated with the development
of our technology and include compensation paid to engineering personnel and
fees to consultants.

Changes in
Results of Operations: three months ended January 31, 2007 compared to three months ended
January 31, 2006.

During the
three months ended January 31, 2007, OptiChem revenues were $20,899 as compared to
$40,490 during the three month period  ended January 31, 2006, a decrease of $19,591 or
48.4%, due to fewer sales of custom coated slides.

Technical
Consulting fees during the  three-month  period ended January 31, 2007 were $0 as
compared to $15,000 during the three-month  period ended January 31, 2006.  Technical
consulting fees during the quarter ended January 31, 2006, were the result of the
completion  of training provided to SCHOTT for the manufacture of Slide HS that was not
present during the quarter ended January 31, 2007.

There were
option fees of $14,250  during the three months ended  January 31, 2007 that were not
present  during the three months ended  January 31, 2006.  This was a result of 7,500
slides being provided by SCHOTT under Slide HS licensing terms.

The license
fees of $50,000  during the three months ended  January 31, 2007 were the result of a
License  Agreement  entered into with  SCHOTT for Slide HS to produce and sell the Companys
technology,  on  Streptavidin  coated OptChem slides that was not present during  the
three months ended January 31, 2006.

Research and
development  expenses for the three months ended January 31, 2007 were $246,969 as
compared to $568,139  during the three  months ended January 31, 2006,  decrease of
$321,170 or 56.54%.  This  decrease was  primarily  due to decreased
consulting/engineering  fees and direct supply costs related to the  development of the
prototype  BACcelr8r,  which was  substantially  completed in September  2006.

During the
three months ended January 31, 2007, general and administration expenses were $255,491 as
compared to $234,176 during the  three month period ended January 31, 2006, an increase
of $21,315 or 9.1%.  The increase was primarily due to an increase in  salaries of
$26,203 and an increase of deferred compensation of $16,098.  There has been a  decrease
in legal fees of $12,325 and  consulting fees of $4,100.

The increase in
amortization was negligible for the three months ended January 31, 2007 as compared to
the three month period ended  January 31, 2006.

Accelr8
Technology Corporation -14-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Marketing and
sales expenses for the three months ended January 31, 2007 were $158 as compared to
$9,432 during the three months  ended January 31, 2006, a decrease of $9,274 or 98.3%.
The decrease was primarily due to prior salary expense allocation to  marketing related
duties that are no longer being performed by that employee, and are now being included in
general and  administrative expenses.

Depreciation
for the three months ended January 31, 2007 was $18,382 as compared to $19,992  during
the three months ended January 31,  2006, a decrease of $1,610 or 8.1%. This decrease
resulted from the increased age of assets and related depreciation schedules.

Costs of good
sold during the three months ended January 31, 2007 were $2,147 as compared to $14,307
during the three months ended  January 31, 2006, a decrease of $12,160 or 85.0%.  The
decrease in costs of good sold was primarily the result of a significant  reduction in
the sales of custom coated slides.

As a result of
the above factors,  loss from  operations for the three months ended January 31, 2007 was
$498,043 as compared to a loss  of $849,726 during the three months ended January 31,
2006, a decreased loss of $351,683 or 41.4%.

Interest  and
dividend  income  during the three  months  ended  January 31, 2007 was $28,857 as
compared to $46,341  during the three  months ended January 31, 2006, a decrease of
$17,484 or 37.7%.  Interest income  decreased as a result of decreased  interest rates
and  the amounts of cash held by the Company.

An  unrealized
holding gain on  investments  held in the deferred  compensation  trust for the three
months ended January 31, 2007 was  $12,827 as compared to $17,840 for the three  months
ended  January 31, 2006, a decrease of $5,013 or 28.1%.  The change was the result  of
market fluctuations in the price of marketable securities held in the deferred
compensation trust.

As a result of
these  factors,  net loss for the three  months ended  January 31, 2007 was $456,359 as
compared to $785,545  during the  three months ended January 31, 2006, a decrease of
losses of $329,186 or 41.9%.

Changes in
Results of Operations: six months ended January 31, 2007 compared to six months ended
January 31, 2006.

During the six
months ended January 31, 2007, OptiChem revenues were $55,118  as compared to $84,878
during the six month period  ended January 31, 2006, a decrease of $29,760 or 35.1%.  The
decrease was due to fewer sales of custom coated slides to OptiChem  private accounts.

Consulting
fees during the six-month  period ended January 31, 2007 were $22,000 as compared to $30,000
during the six-month  period ended  January 31,  2006, a decrease of $8,000 or 26.7%.  Technical  consulting  fees
during the six months  ended  January  31,  2006 was ?????? deferred revenue recognized in the first quarter ending October 31, 2006.

Accelr8
Technology Corporation -15-     10-QSB 01/31/07



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Accelr8
Technology Corporation

Option  fees
during the six months  ended  January 31,  2007 were  $14,250 as  compared to $0 during
the six months  ended  January 31,  2006.  The option fee for the six months  ended
January 31, 2007 was the value of slides  provided by SCHOTT for an option to exercise
the Slide HS agreement.

License fees
during the six months ended  January 31, 2007 were $50,000 as compared to $27,000  during
the six months ended January 31,  2006,  an increase  of $23,000 or 85.2%.  The license
fees during the six months  ended  January 31, 2007 were the result of a License
Agreement  entered into with SCHOTT to produce and sell the Companys  technology
on  Streptavidin  coated  OptChem Slide HS and final  recognition of Promega development
agreement.

Research and
development  expenses for the six months ended January 31, 2007 were  $566,340 as
compared to  $1,141,050  during the six  months ended January 31, 2006, a decrease of
$574,710 or 50.4%.  This  decrease was  primarily due to decreased
consulting/engineering  fees and direct supply costs related to the development of the
prototype BACcelr8r.

During the six
months ended January 31, 2007, general and administration expenses were $519,172 as
compared to $446,427 during the  six month period ended January 31, 2006, an increase of
$72,745 or 16.3%.  The increase was primarily due to increases in salaries of  $29,283
and deferred compensation of $65,573.  There were also decreases in legal fees of $14,158
and employee benefits of $12,346.

The increase in
amortization was negligible for the six months ended January 31, 2007 as compared to the
six month period ended  January 31, 2006.

Marketing and
sales expenses for the six months ended January 31, 2007 were $3,598 as compared to
$37,911 during the six months ended  January 31, 2006, a decrease of $34,313 or 90.5%.
The decrease was primarily due to prior salary expense allocation to marketing  related
duties.

Depreciation
for the six months  ended  January 31, 2007 was $36,764 as compared to $39,023  during
the six months  ended  January 31,  2006, a decrease of $2,259 or 5.8%. The decreased
depreciation  was the result of some assets  becoming fully  depreciated  during the
year ended July 31, 2006, coupled with the no purchases of equipment during the first six
months of the current year.

Cost of goods
sold  during the six months  ended  January 31, 2007 were  $10,726 as  compared  to
$28,199  during the six months  ended  January 31, 2006,  a decrease of $17,471 or 61.7%.
The decrease in cost of goods sold was  primarily  the result of the  corresponding
decrease in sales as noted above.

Accelr8
Technology Corporation -16-     10-QSB 01/31/07



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Accelr8
Technology Corporation

As a result of
the above factors,  loss from  operations for the six months ended January 31, 2007 was
$1,115,323 as compared to a loss  of $1,669,073 during the six months ended January 31,
2006, a decrease of losses of $553,750or 33.2%.

Interest and
dividend  income  during the six months ended  January 31, 2007 was $ 63,620 as compared
to $93,713  during the six months  ended  January 31, 2006 a decrease of $30,093 or
32.1%.  Interest  income  decreased  as a result of  decreased  interest  rates on the
amounts of cash held by the Company.

An  unrealized
holding gain on  investments  held in the deferred  compensation  trust for the six
months ended January 31, 2007 was $  56,014 as compared to $9,777 for the six months
ended  January 31, 2006, a difference  of $46,237 or 472.9%.  The change was the result
of market fluctuations in the price of marketable securities held in the deferred
compensation trust.

As a result of
these  factors,  net loss for the six months ended  January 31, 2007 was $995,689 as
compared to  $1,557,583  during the  six months ended January 31, 2006, a decreased loss
of $561,894 or 36.1%.

Capital
Resources and Liquidity

At January 31,
2007, as compared to July 31, 2006, cash and cash equivalents,  decreased by $902,512
from $3,004,336 to $2,101,824,  or  approximately  30.4% and the Companys  working
capital  decreased  $849,380 or 29.1% from  $2,921,687 to $2,072,307.  During the same
period, shareholders equity decreased from $6,739,320 to $5,770,708.

The net cash
used in  operating  activities  was  $827,386  during the six months  ended  January  31,
2007  compared  to cash used in  operating  activities  of  $1,558,322  during the six
months  ended  January 31, 2006.  The  principal  elements  that gave rise to the
decrease of cash used in  operating  activities  were a decrease in the net loss of
$567,988,  an increase in accounts  receivable  of  $110,204,  an increase in liabilities
of $150,594,  that consists of: Accounts payable $22,080;  Accrued Liabilities $15,729;
Deferred  revenue of $12,151; and Deferred compensation of $100,634.

The Company has
historically  funded its  operations  generally  through cash flow generated  from
operations  and equity  financing.  Management  believes  that current cash balances
plus cash flow from  operations  will be sufficient to fund our capital and liquidity
needs for at least the next  twelve  months.  If the  company  continues  to expend its
capital  resources  at its current  rate in the  research and development of the
BACcelr8r, it may have to seek capital resources from other sources to meet its
obligations.

Item 3.
Controls and Procedures

An evaluation
was conducted under the supervision and with the participation of the Companys
management,  including Thomas V. Geimer,  the Companys Chief Executive  Officer (CEO)
and Chief Financial  Officer (CFO),  of the  effectiveness of the design and
operation  of the Companys  disclosure  controls and procedures as of January 31,
2007. Based on that  evaluation,  Mr. Geimer concluded that the  Companys
disclosure  controls and procedures  were effective as of such date to ensure that
information  required to be disclosed in  the reports that it files or submits under the
Securities  Exchange Act of 1934, as amended,  is recorded,  processed,  summarized and
reported  within the time  periods  specified  in SEC rules and  forms.  Such  officers
also  confirm  that there was no change in the  Companys internal control over
financial reporting during the quarter ended January 31, 2007.

Accelr8
Technology Corporation -17-     10-QSB 01/31/07



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Accelr8
Technology Corporation

PART II.
OTHER INFORMATION

Item 1.   Legal
Proceedings

| | Not
Applicable.
| | ---------------

Item 2.   
Unregistered Sales of Equity Securities and Use of Proceeds

| | Not
applicable.
| | ---------------

Item 3.   
Defaults upon Senior Securities

| | Not
applicable.
| | ---------------

Item 4.   
Submission of Matters to a Vote of Security Holders

| | Not
Applicable.
| | ---------------

Item 5.   Other
Information

| | None
| | ----

Item 6.   
Exhibits

Exhibits:

|1. |  | Exhibit
10.1 License Agreement dated December 21, 2006.
|-- |  | -------------------------------------------------------

|2. |  | Exhibit
31.1 Certification of Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|-- |  | ------------------------------------------------------------------------------------------------

|3. |  | Exhibit
31.2 Certification of Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|-- |  | ------------------------------------------------------------------------------------------------

|4. |  | Exhibit
32.1 Certification of Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act 0f 2002.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------

Accelr8
Technology Corporation -18-     10-QSB 01/31/07



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SIGNATURES

Pursuant
to the  requirements of the Securities  Exchange Act of 1934, the registrant has duly
caused this report to be signed  on its behalf by the undersigned thereunto duly
authorized.

Dated:    March
16, 2007

| | ACCELR8
TECHNOLOGY CORPORATION
| | ------------------------------

| | /s/   
Thomas V. Geimer  Thomas V. Geimer, Secretary, Chief Executive Officer and Chief
Financial Officer
| | ---------------------------------------------------------------------------------------------------------

| | /s/   
Jan M. Blue  Jan M. Blue, CPA, Principal Accounting Officer
| | ------------------------------------------------------------------