UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-Q
 
 x
              Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934
 
 For the
quarterly period ended January 31, 2010
 
 
  ̈
              Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934
 
 For the
transition period from 
to
 
 Commission
File Number     000-33391
 
 LI-ION
MOTORS CORP.
 
 (Exact
name of Small Business Issuer as specified in its charter)
 
 Nevada
                
                88-0490890(State
      or other jurisdiction of
                
                (IRS
      Employer Identification No.)incorporation
      or organization)4894 Lone Mountain #168, Las Vegas
      NV
                
                89130(Address
      of principal executive offices)
                
                (Postal
      or Zip Code)
 
 Issuer's
telephone number, including area code:  702-425-7376
 
 
 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. x Yes
 ̈
No
 
 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  ̈ No
 ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. (Check One):
 
 Large
      accelerated filer  ̈
                Accelerated
      filer       ̈Non-accelerated
      filer       ̈
                Smaller
      reporting company       x(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  ̈ No
x
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
  The
number of shares outstanding the issuer's common stock, $.001 par value, was
14,539,232 as of March 1, 2010.
  
  LI-ION
MOTORS CORP.
 
 INDEX
 Page No.
  TABLE OF
CONTENTS
 
 Page No.PART
      I. FINANCIAL INFORMATION
                                              
                                              1ITEM
      I - Unaudited Consolidated Financial Statements
                                              
                                              1Consolidated
      Balance Sheets as of January 31,
                                                2010
      and July 31, 2009 (Unaudited)
                                              
                                              2Consolidated
      Statements of Operations
                                                for
      the Six and Three Months Ended January 31, 2010 and 2009
      (Unaudited)
                                              
                                              3Consolidated
      Statement of Stockholders
                                                Deficiency
      (Unaudited)
                                              
                                              4Consolidated
      Statements of Cash Flows
                                                for
      the Six Months Ended January 31,
                                                2010
      and 2009 (Unaudited)
                                              
                                              5Notes
      to Unaudited Consolidated Financial Statements
                                              
                                              6ITEM
      2 - Management's Discussion and Analysis of Financial Condition and
      Results of Operations.
                                              
                                              17ITEM
      3 – Quantitative and Qualitative Disclosures About Market
    Risk
                                              
                                              21ITEM
      4T– Controls and Procedures.
                                              
                                              21PART
      II. OTHER INFORMATION
                                              
                                              21ITEM
      1 - Legal Proceedings.
                                              
                                              21ITEM
      6 – Exhibits.
                                              
                                              22EXHIBIT
      31 - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002EXHIBIT
      32 - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
  
 
 PART I.
FINANCIAL INFORMATION
 
 Item 1.
Financial Statements
 
 Certain
information and footnote disclosures required under accounting principles
generally accepted in the United States of America have been condensed or
omitted from the following consolidated financial statements pursuant to the
rules and regulations of the Securities and Exchange Commission. It is suggested
that the following consolidated financial statements be read in conjunction with
the year-end consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended July 31,
2009.
 
 The
results of operations for the six and three months ended January 31, 2010 and
2009 are not necessarily indicative of the results for the entire fiscal year or
for any other period.
 
 1
  LI-ION
MOTORS CORP
 (Formerly
EV Innovations Inc.)
 
 Consolidated
Balance Sheets
 (UNAUDITED)
 
 January
      31,
                                                  
                                                  
                                                  July
      31,ASSETS
                                                  
                                                  2010
                                                  
                                                  
                                                  2009Current
      assets:Cash
                                                  
                                                  $
                                                  16,033
                                                  
                                                  
                                                  $
                                                  5,182Accounts
      receivable, net of allowance for doubtful accounts of $0
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  13,522Inventories
                                                  
                                                  
                                                  280,741
                                                  
                                                  
                                                  
                                                  227,826Employee
      advances
                                                  
                                                  
                                                  5,055
                                                  
                                                  
                                                  
                                                  1,508Other
      current assets
                                                  
                                                  
                                                  4,352
                                                  
                                                  
                                                  
                                                  18,009Total
      current assets
                                                  
                                                  
                                                  306,181
                                                  
                                                  
                                                  
                                                  266,047Property
      and equipment, net
                                                  
                                                  
                                                  1,953,872
                                                  
                                                  
                                                  
                                                  1,989,981Other
      long term assets:Deferred
      patent costs
                                                  
                                                  
                                                  24,258
                                                  
                                                  
                                                  
                                                  24,258Total
      other long term assets
                                                  
                                                  
                                                  24,258
                                                  
                                                  
                                                  
                                                  24,258$
                                                  2,284,311
                                                  
                                                  
                                                  $
                                                  2,280,286LIABILITIES
      AND DEFICIENCYCurrent
      liabilities:Current
      portion of long-term debt
                                                  
                                                  $
                                                  33,951
                                                  
                                                  
                                                  $
                                                  39,702Accounts
      payable and accrued expenses
                                                  
                                                  
                                                  1,309,812
                                                  
                                                  
                                                  
                                                  999,749Customer
      deposits
                                                  
                                                  
                                                  422,454
                                                  
                                                  
                                                  
                                                  391,199Deferred
      revenue
                                                  
                                                  
                                                  2,548
                                                  
                                                  
                                                  
                                                  3,808Advances
      from related parties
                                                  
                                                  
                                                  550,981
                                                  
                                                  
                                                  
                                                  97,940Total
      current liabilities
                                                  
                                                  
                                                  2,319,746
                                                  
                                                  
                                                  
                                                  1,532,398Long-term
      debt - less current portion above
                                                  
                                                  
                                                  3,904,742
                                                  
                                                  
                                                  
                                                  3,774,668Commitments
      and contingencies
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Deficiency:Li-ion
      Motors Corp deficiency:Preferred
      stock, $.001 par value, 5,000,000 shares authorized, no shares
      issued
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Common
      stock, $.001 par value, 50,000,000 authorized; outstanding 21,569,101 at
      January 31, 2010 and 20,884,101 at July 31, 2009,
    respectively
                                                  
                                                  
                                                  21,569
                                                  
                                                  
                                                  
                                                  20,884Additional
      paid-in-capital
                                                  
                                                  
                                                  56,346,989
                                                  
                                                  
                                                  
                                                  55,731,174Deficit
      accumulated during the development stage
                                                  
                                                  
                                                  (60,292,223
                                                  )
                                                  
                                                  
                                                  (58,765,425
                                                  )Cumulative
      other comprehensive loss
                                                  
                                                  
                                                  (16,512
                                                  )
                                                  
                                                  
                                                  (13,413
                                                  )Total
      Li-ion Motors Corp deficiency
                                                  
                                                  
                                                  (3,940,177
                                                  )
                                                  
                                                  
                                                  (3,026,780
                                                  )Noncontrolling
      interest
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Total
      deficiency
                                                  
                                                  
                                                  (3,940,177
                                                  )
                                                  
                                                  
                                                  (3,026,780
                                                  )Total
      liabilities and deficiency
                                                  
                                                  $
                                                  2,284,311
                                                  
                                                  
                                                  $
                                                  2,280,286
 
 SEE
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 2
  LI-ION
MOTORS CORP
 (Formerly
EV Innovations Inc.)
 
 Consolidated
Statements of Operations
 (UNAUDITED)
 
 SIX
      MONTHS ENDED
                                    
                                    
                                    THREE
      MONTHS ENDEDJanuary
      31,
                                    
                                    
                                    January
      31,2010
                                    
                                    
                                    2009
                                    
                                    
                                    2010
                                    
                                    
                                    2009Sales
                                    
                                    $
                                    125,909
                                    
                                    
                                    $
                                    223,001
                                    
                                    
                                    $
                                    999
                                    
                                    
                                    $
                                    221,056Costs
      and expenses:Cost
      of sales
                                    
                                    
                                    165,497
                                    
                                    
                                    
                                    290,541
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    290,541General
      and administrative
                                    
                                    
                                    748,526
                                    
                                    
                                    
                                    788,996
                                    
                                    
                                    
                                    377,204
                                    
                                    
                                    
                                    305,095Research
      and development
                                    
                                    
                                    656,955
                                    
                                    
                                    
                                    579,207
                                    
                                    
                                    
                                    224,334
                                    
                                    
                                    
                                    162,9551,570,978
                                    
                                    
                                    
                                    1,658,744
                                    
                                    
                                    
                                    601,538
                                    
                                    
                                    
                                    758,591Loss
      from operations
                                    
                                    
                                    (1,445,069
                                    )
                                    
                                    
                                    (1,435,743
                                    )
                                    
                                    
                                    (600,539
                                    )
                                    
                                    
                                    (537,535
                                    )Other
      income (expense):Interest
      expense
                                    
                                    
                                    (169,772
                                    )
                                    
                                    
                                    (448,391
                                    )
                                    
                                    
                                    (107,208
                                    )
                                    
                                    
                                    (421,098
                                    )Interest
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,293
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (4,784
                                    )Other
      income
                                    
                                    
                                    35,250
                                    
                                    
                                    
                                    42,916
                                    
                                    
                                    
                                    17,625
                                    
                                    
                                    
                                    23,501Forgiveness
      of debt
                                    
                                    
                                    52,793
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    52,793Net
      loss from operations
                                    
                                    
                                    (1,526,798
                                    )
                                    
                                    
                                    (1,838,925
                                    )
                                    
                                    
                                    (637,329
                                    )
                                    
                                    
                                    (939,916
                                    )Provision
      for (benefit from) income tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      loss
                                    
                                    
                                    (1,526,798
                                    )
                                    
                                    
                                    (1,838,925
                                    )
                                    
                                    
                                    (637,329
                                    )
                                    
                                    
                                    (939,916
                                    )Other
      comprehensive income (loss):Foreign
      currency translation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,511
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (850
                                    )Less:
      Net loss attributable to noncontrolling interest
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      loss attributable to Li-ion Motors Corp
                                    
                                    $
                                    (1,526,798
                                    )
                                    
                                    $
                                    (1,837,414
                                    )
                                    
                                    
                                    (637,329
                                    )
                                    
                                    
                                    (940,766
                                    )Loss
      per share - basic and diluted:Loss
      per common share attributable to Li-ion Motors Corp common
      shareholders
                                    
                                    $
                                    (0.06
                                    )
                                    
                                    $
                                    (0.08
                                    )
                                    
                                    $
                                    (0.02
                                    )
                                    
                                    $
                                    (0.05
                                    )Weighted
      shares outstanding - basic and diluted
                                    
                                    
                                    21,288,096
                                    
                                    
                                    
                                    23,347,257
                                    
                                    
                                    
                                    21,599,808
                                    
                                    
                                    
                                    20,483,914Amounts
      attributable to Li-ion Motors Corp common shareholders:Net
      loss
                                    
                                    $
                                    (1,526,798
                                    )
                                    
                                    $
                                    (1,838,925
                                    )
                                    
                                    $
                                    (637,329
                                    )
                                    
                                    
                                    (939,916
                                    )
 
 SEE
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  3
  LI-ION
MOTORS CORP
 (Formerly
EV Innovations Inc.)
 
 Consolidated
Statement of Stockholders' Equity (Deficiency)
 (UNAUDITED)
 
 CumulativeAdditional
                      
                      
                      
                      
                      
                      OtherCommon
      stock
                      
                      
                      
                      
                      
                      Paid-in
                      
                      
                      
                      
                      
                      Comprehensive
                      
                      
                      NoncontrollingShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      Income
      (loss)
                      
                      
                      Interest
                      
                      
                      TotalBalance
      July 31, 2008
                      
                      
                      23,347,257
                      
                      
                      $
                      23,347.00
                      
                      
                      $
                      47,790,509.00
                      
                      
                      $
                      (51,947,451.00
                      )
                      
                      $
                      5,630.00
                      
                      
                      $
                      -
                      
                      
                      $
                      (4,127,965.00
                      )Stock
      issuancesExercise
      of options (valued at $0.90 per share)
                      
                      
                      3,500
                      
                      
                      
                      4
                      
                      
                      
                      (4
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -1:3
      Reverse stock split adjustment
                      
                      
                      (15,566,844
                      )
                      
                      
                      (15,567
                      )
                      
                      
                      15,567
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Value
      of stock options issued (valued at $0.90 per share)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,630,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,630,000Common
      stock issued as collateral on loan
                      
                      
                      11,666,664
                      
                      
                      
                      11,667
                      
                      
                      
                      (11,667
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Exercise
      of options (valued at $0.90 per share)
                      
                      
                      1,433,524
                      
                      
                      
                      1,433
                      
                      
                      
                      1,285,417
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,286,850Conversion
      of loan to equity
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,000,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      4,000,000Conversion
      of accrued interest to equity
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      21,352
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      21,352Net
      (loss) for the period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (6,817,974
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (6,817,974
                      )Foreign
      currency transactions
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (19,043
                      )
                      
                      
                      -
                      
                      
                      
                      (19,043
                      )Balance
      July 31, 2009
                      
                      
                      20,884,101
                      
                      
                      
                      20,884
                      
                      
                      
                      55,731,174
                      
                      
                      
                      (58,765,425
                      )
                      
                      
                      (13,413
                      )
                      
                      
                      -
                      
                      
                      
                      (3,026,780
                      )Stock
      issuancesExercise
      of options (valued at $0.90 per share)
                      
                      
                      400,000
                      
                      
                      
                      400
                      
                      
                      
                      359,600
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      360,000Exercise
      of options (valued at $0.90 per share)
                      
                      
                      285,000
                      
                      
                      
                      285
                      
                      
                      
                      256,215
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      256,500Net
      (loss) for the period
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,526,798
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,526,798
                      )Foreign
      currency transactions
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (3,099
                      )
                      
                      
                      
                      
                      
                      
                      (3,099
                      )Balance
      January 31, 2010
                      
                      
                      21,569,101
                      
                      
                      $
                      21,569
                      
                      
                      $
                      56,346,989
                      
                      
                      $
                      (60,292,223
                      )
                      
                      $
                      (16,512
                      )
                      
                      $
                      -
                      
                      
                      $
                      (3,940,177
                      )
 
 SEE
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  4
  LI-ION
MOTORS CORP
 (Formerly
EV Innovations Inc.)
 
 Consolidated
Statements of Cash Flows
 (UNAUDITED)
 
 SIX
      MONTHS ENDEDJanuary
      31,2010
                                    
                                    
                                    2009Cash
      provided by (used in) Operating Activities:Net
      loss
                                    
                                    $
                                    (1,526,798
                                    )
                                    
                                    $
                                    (1,838,925
                                    )Items
      not affecting cash flows:Depreciation
      and amortization
                                    
                                    
                                    40,774
                                    
                                    
                                    
                                    43,176Changes
      in operating assets and liabilites(Increase)
      decrease in accounts receivable
                                    
                                    
                                    13,522
                                    
                                    
                                    
                                    (48,489
                                    )Increase
      (decrease) in inventories
                                    
                                    
                                    (52,915
                                    )
                                    
                                    
                                    242Increase
      in employee advances
                                    
                                    
                                    (3,547
                                    )
                                    
                                    
                                    (5,072
                                    )Decrease
      in prepaid expenses and other assets
                                    
                                    
                                    13,657
                                    
                                    
                                    
                                    47,463Increase
      in accounts payable and accrued expenses
                                    
                                    
                                    342,264
                                    
                                    
                                    
                                    510,373Increase
      in customer deposits
                                    
                                    
                                    31,255
                                    
                                    
                                    
                                    225,233Decrease
      in deferred revenue
                                    
                                    
                                    (1,260
                                    )
                                    
                                    
                                    -Cash
      used in operating activities
                                    
                                    
                                    (1,143,048
                                    )
                                    
                                    
                                    (1,065,999
                                    )Cash
      provided by (used in) Investing Activities:Purchase
      of property and equipment
                                    
                                    
                                    (4,665
                                    )
                                    
                                    
                                    (105,207
                                    )Increase
      in deferred patent costs
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,139
                                    )Cash
      used in investing activities
                                    
                                    
                                    (4,665
                                    )
                                    
                                    
                                    (106,346
                                    )Cash
      provided by (used in) Financing Activities:Proceeds
      from the issuance of debt
                                    
                                    
                                    108,060
                                    
                                    
                                    
                                    486,428Advances
      from related parties
                                    
                                    
                                    1,401,759
                                    
                                    
                                    
                                    1,088,967Payments
      of related party advances
                                    
                                    
                                    (332,218
                                    )
                                    
                                    
                                    (442,401
                                    )Payments
      of debt
                                    
                                    
                                    (15,938
                                    )
                                    
                                    
                                    (15,414
                                    )Cash
      provided by financing activities
                                    
                                    
                                    1,161,663
                                    
                                    
                                    
                                    1,117,580Effect
      of exchange rate changes on cash and cash equivalents
                                    
                                    
                                    (3,099
                                    )
                                    
                                    
                                    (18,042
                                    )Net
      increase (decrease) in cash
                                    
                                    
                                    10,851
                                    
                                    
                                    
                                    (72,807
                                    )Cash
      at beginning of period
                                    
                                    
                                    5,182
                                    
                                    
                                    
                                    101,095Cash
      at end of period
                                    
                                    $
                                    16,033
                                    
                                    
                                    $
                                    28,288Supplemental
      information:Cash
      paid during the year for:Interest
      paid
                                    
                                    $
                                    52,629
                                    
                                    
                                    $
                                    54,389Income
      taxes paid
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Non
      - cash financing activities:Related
      party advances paid in stock
                                    
                                    $
                                    615,500
                                    
                                    
                                    $
                                    -Accrued
      expenses transferred to long term debt
                                    
                                    $
                                    32,201
                                    
                                    
                                    $
                                    28,850
 
 SEE
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  5
  LI-ION
MOTORS CORP
 Notes
to Unaudited Consolidated Financial Statements
 January
31, 2010
 
 Note
1. Financial statement presentation
 
 The
financial statements have been prepared in accordance with Securities Exchange
Commission requirements for interim financial statements.  Therefore,
they do not include all information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.  These financial statements should be read in conjunction
with the financial statements and notes thereto contained in the Company's
Annual Report on form 10-K for the year ended July 31, 2009 as filed with the
Securities Exchange Commission.
 
 The
results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for the full
year.  In the opinion of management, the information contained herein
reflects all adjustments necessary to make the results of operations for the
interim period a fair statement of such operations.  All such
adjustments are of a normal recurring nature.
 
 History
and Nature of Business
 Li-ion
Motors Corp (formerly EV Innovations, Inc.) was incorporated under the laws of
the State of Nevada on April 12, 2000. Li-ion Motors Corp (the “Company”)
original business was the exploration and development of mineral interests. The
Company abandoned these interests in 2003.
 
 The
Company is currently pursuing the development and marketing of electric powered
vehicles and products based on the advanced lithium battery technology it has
developed. As of July 31, 2009 the Company no longer considered itself a
development stage company as planned principal operations have began in its
primary line of business. The Company is organized by line of business and
geographic area. The Company had two businesses, telecommunication services and
the development and sale of electric powered vehicles.
 
 On April
16, 2008, the Company sold their controlling interest of approximately 69% of
the outstanding common stock in Zingo, Inc. (now Superlattice Power, Inc.,
“SPI”). Prior to April 16, 2008, SPI was a related party who provided
telecommunication services to business and residential customers utilizing VOIP
technology and currently is researching and developing rechargeable lithium ion
batteries.
 
 Effective
April 15, 2008, the Company entered into a license agreement with SPI providing
for their license to SPI of their patent applications and technologies for
rechargeable lithium ion batteries for electric vehicles and other applications
(“licensed products”). Under the license agreement, the Company has the right to
purchase their requirements of lithium ion batteries from SPI, and their
requirements of lithium ion batteries shall be supplied by SPI in preference to,
and on a priority basis as compared with, supply and delivery arrangements in
effect for other customers of SPI. The Company’s cost for lithium ion batteries
purchased from SPI shall be SPI’s actual manufacturing costs for such batteries
for the fiscal quarter of SPI in which the Company’s purchase takes
place.
 
 Under the
terms of the license agreement, SPI has agreed to invest a minimum of $1,500,000
in each of the next two years in development of the technology for the Licensed
Products. To date, investments have been made in the amount of $314,517 in the
development of technology, and therefore, is not in compliance with its
obligations under this covenant of the license agreement.  The Company has
advised SPI in a letter dated October 1, 2009, that it will not give notice of
default against SPI for their failure to comply with this covenant in the first
year of the term of the license agreement.
 
 Basis
of presentation
 The
Company’s financial statements for the six months ended January 31, 2010 have
been prepared on a going concern basis which contemplates the realization of
assets and settlement of liabilities and commitments in the normal course of
business. As of January 31, 2010, the Company had a working capital deficiency
of approximately $2.0 million and a deficiency of approximately $3.9 million. In
addition, during the year ended July 31, 2009, the Company defaulted on interest
payments on a loan and the shares used as collateral to secure the loan to
Wyndom Capital Investments, Inc. (“Wyndom”) was used to extinguish the loan and
all unpaid interest. The 10,000,000 shares to Wyndom to extinguish the debt
represent 47.9% of the Company’s outstanding shares, sufficient to make Wyndom
the controlling shareholder. The Company currently is still in default on the
interest payments for the second loan. See Note 5 for further information.
Management recognized that the Company’s continued existence is dependent upon
its ability to obtain needed working capital through additional equity and/or
debt financing and revenue to cover expenses as the Company continues to incur
losses.
 
 6
  LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 The
Company’s business is subject to most of the risks inherent in the establishment
of a new business enterprise. The likelihood of success of the Company must be
considered in light of the expenses, difficulties, delays and unanticipated
challenges encountered in connection with the formation of a new business,
rising operating and development capital, and the marketing of a new
product.  There is no assurance the Company will ultimately achieve a
profitable level of operations.
 
 The
Company presently does not have sufficient liquid assets to finance its
anticipated funding needs and obligations.  The Company’s continued
existence is dependent upon its ability to obtain needed working capital through
additional equity and/or debt financing and achieve a level of sales adequate to
support its cost structure. Management is actively seeking additional capital to
ensure the continuation of its current activities and complete its proposed
activities. However, there is no assurance that additional capital will be
obtained. These uncertainties raise substantial doubt about the ability of the
Company to continue as a going concern. The accompanying financial statements do
not include any adjustments that might result from the outcome of these
uncertainties should the Company be unable to continue as a going
concern.
 
 In
January 2009, the Company’s shareholders approved a one-for-three reverse stock
split of its outstanding common shares which became effective on February 19,
2009. Also on February 19, 2009 the authorized shares of the Company was
increased from 35,714,285 to 50,000,000 shares.
   
 SIGNIFICANT
ACCOUNTING POLICIES
 
 Basis
of consolidation
 The
consolidated financial statements included the accounts and records of the
Company and its wholly-owned and majority-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated. The Company does
not have any special purpose entities. For those consolidated subsidiaries in
which the company's ownership is less than 100 percent (100%), the outside
stockholders' interests are shown as noncontrolling interest.  The
noncontrolling interest of the company's earnings or loss is classified as net
income (loss) attributable to noncontrolling interest in the consolidated
statement of operations.
 
 The
following is a listing of the Company's subsidiaries and its ownership
interests:
  Global
      Electric, Corp.
                      
                      
                      67.57
                      %R
      Electric Car, Co.
                      
                      
                      67.57
                      %Solium
      Power, Corp.
                      
                      
                      67.57
                      %Hybrid
      Technologies USA Distributing Inc.
                      
                      
                      100.00
                      %Hybrid
      Electric Vehicles India Pvt. Ltd.
                      
                      
                      100.00
                      %
 
 Estimates
 The
preparation of financial statements prepared in accordance with the accounting
standards 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 at the date of
the financial statements. Actual results could differ from those
estimates.
 
 Fair value of
financial instruments
 The fair
value of accounts receivables, accounts payable and accrued expenses, long term
debt, customer advances, and advances from related parties approximates fair
value based on their short maturities.
 
 The
Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC
820”) on January 1, 2008, for all financial assets and liabilities that are
recognized or disclosed at fair value in the condensed consolidated financial
statements on a recurring basis or on a nonrecurring basis during the reporting
period. While the Company adopted the provisions of ASC 820 for nonfinancial
assets and liabilities that are recognized or disclosed at fair value in the
financial statements on a recurring basis, no such assets or liabilities existed
at the balance sheet date. As permitted by ASC 820, the Company delayed
implementation of this standard for all nonfinancial assets and liabilities
recognized or disclosed at fair value in the financial statements on a
nonrecurring basis and adopted these provisions effective August 1,
2009.
 
 7
  LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
  The fair
value is an exit price, representing the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The Company utilizes market
data or assumptions that market participants would use in pricing the asset or
liability.  ASC 820 establishes a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value.  These
tiers include:  Level 1, defined as observable inputs such as quoted
market prices in active markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs about which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.
 
 As of
January 31, 2010, the Company held certain financial assets that are measured at
fair value on a recurring basis.  These consisted of cash and cash
equivalents. The Company does not have any financial assets measured at fair
value on a recurring basis as Level 2 or Level 3 and there were no transfers in
or out of Level 2 or Level 3 during the three months ended January 31,
2010.
 
 The
following table sets forth by level, within the fair value hierarchy, the
Company’s financial assets accounted for at fair value on a recurring basis as
of January 31, 2010.
 Assets at fair value as of January
      31, 2010 usingQuoted prices inactive markets for
                                                      
                                                      
                                                      Significant other
                                                      
                                                      
                                                      Significantidentical assets
                                                      
                                                      
                                                      observable inputs
                                                      
                                                      
                                                      unobservableTotal
                                                      
                                                      
                                                      (Level 1)
                                                      
                                                      
                                                      (Level 2)
                                                      
                                                      
                                                      inputs (Level 3)Cash
      and cash equivalents
                                                      
                                                      $
                                                      16,033
                                                      
                                                      
                                                      $
                                                      16,033
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
  The
Company had no financial assets accounted for on a non-recurring basis as of
January 31, 2010.
 
 There
were no changes to the Company’s valuation techniques used to measure asset fair
values on a recurring or nonrecurring basis during the six months ended January
31, 2010 and the Company did not have any financial liabilities as of January
31, 2010.
 
 The
Company has other financial instruments, such as receivables, accounts payable
and other liabilities which have been excluded from the tables
above.  Due to the short-term nature of these instruments, the
carrying value of receivables, accounts payable and other liabilities
approximate their fair values.
 
 Cash
and cash equivalents
 Cash and
cash equivalents consist of highly liquid investments, which are readily
convertible into cash with original maturities of three months or
less.
 
 Accounts
receivable
 The
Company provides credit to customers in the normal course of business. An
allowance for accounts receivable is estimated by management based in part on
the aging of receivables and historical transactions. Periodically management
reviews accounts receivable for accounts that appear to be uncollectible and
writes off these uncollectible balances against the allowance
accordingly.
 
 Inventories
 Inventories
are stated at the lower of cost or market. Cost is based on the specific
identification method.
 
 Property
and equipment
 Property
and equipment are recorded at cost less accumulated depreciation. Depreciation
of property and equipment are accounted for by accelerated methods over the
following estimated useful lives:
 
 Lives
                    
                    MethodsBuilding
      improvements
                    
                    39
      years
                    
                    Straight
      lineFurniture
      and fixtures
                    
                    10
      years
                    
                    AcceleratedSoftware
                    
                    3-5
      years
                    
                    Straight
      lineComputers
                    
                    5
      years
                    
                    Straight
      line
  8
 LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
  Deferred
patent costs
 The
Company capitalizes costs directly incurred in pursuing patent applications as
deferred patent costs. When such applications result in an issued patent, the
related costs are amortized over the remaining legal life of the patents, which
is assumed to be 17 years, using the straight-line method. On a quarterly basis,
the Company reviews the issued patents and pending patent applications and if
the Company determines to abandon a patent application, or an issued patent no
longer has economic value, the unamortized balance in deferred patent costs
relating to that patent is immediately expensed. As of January 31, 2010 there
were only pending patent applications.
 
 Stock
based compensation
 The
Company issues stock options to employees and other certain service providers
under stockholder approved stock option programs that provide the right to
purchase the Company’s stock pursuant to stock purchase programs. The Company
also issued common stock for services performed.  The fair value of
the stock options issued is estimated on the date of grant using the
Black-Scholes Option Pricing Model.  The fair value of common stock
issued for services is estimated on the date of issuance based on the value of
the stock issued or the consideration received.  See Note 8 of Notes
to Consolidated Financial Statements for further disclosures and
discussions.
 
 Revenue
recognition
 The
Company recognizes revenue in accordance with the guidance contained in
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 605, “Revenue Recognition”, (“ASC 605”) and other relevant accounting
literature.  Revenue is recognized when the product has been delivered
and title and risk of loss have passed to the customer, collection of the
resulting receivable is deemed reasonably assured by management, persuasive
evidence of an arrangement exists and the sale price is fixed and
determinable.
 
 Shipping
and handling
 Shipping
and handling costs related to services and product sales are expensed as
incurred.
 
 Advertising
 Advertising
costs are expensed as incurred and are included in general and administrative
expenses. Total advertising expenditures for the six months ended January 31,
2010 and 2009 and amounted to approximately $340,000 and $179,000,
respectively.
 
 Research
and development
 No set
amount has been set aside for research and development (“R&D”) but all
projects and purchases must be approved before being started or purchased. As of
January 31, 2010, there have been expenses put toward research and development.
For the six months ending January 31, 2010, salaries, payroll taxes, and
benefits amounted to approximately $637,400 in R&D, parts and supplies was
approximately $19,528, shipping charges and battery management systems were
approximately $11,420 and $8,108, respectively.
 
 Concentration
of risk
 The
Company maintains cash deposit accounts and certificates of deposits which at
times may exceed federally insured limits. These accounts have not experienced
any losses and the Company believes it is not exposed to any significant credit
risk related to cash.
 
 Income
taxes
 The
Company accounts for income taxes using an asset and liability approach under
which deferred income taxes are recognized by applying enacted tax rates
applicable to future years to the differences between the financial statement
carrying amounts and the tax bases of reported assets and
liabilities.
 
 The
principal item giving rise to deferred taxes is the net operating loss carry
forward.
 
 Effective
August 1, 2007, uncertain tax positions are accounted for in accordance with
FASB ASC 740, “Income Taxes” (“ASC 740”).
 
 Long-lived
assets
 The
Company accounts for long-lived assets in accordance with FASB ASC 360-10-35,
“Impairment or Disposed of Long-lived Assets”, (“ASC 360-10-35”). The carrying
value of long-lived assets is reviewed on a regular basis for the existence of
facts and circumstances that may suggest impairment. The Company recognizes
impairment when the sum of undiscounted future cash flows is less than the
carrying amount of the asset. The write down of the asset is charged to the
period in which the impairment occurs.
 
 9
  LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 Foreign
currency translation
 The
functional currency for some foreign operations is the local currency. Assets
and liabilities of foreign operations are translated at balance sheet date rates
of exchange and income, expense and cash flow items are translated at the
average exchange rate for the period. Translation adjustments in future periods
will be recorded in Cumulative Other Comprehensive Income (Loss). The
translation losses for the six months ended January 31, 2010 and 2009 were
approximately $0 and $1,511, respectively.
 
 Comprehensive
loss
 The
Company reports comprehensive loss in accordance with the requirements of FASB
ASC 220-10-15, “Comprehensive Income”, (“ASC 220-10-15”). For the six months
ended January 31, 2010 and 2009, the difference between net loss and
comprehensive loss is foreign currency translation.
 
 Loss
per Share
 Basic
loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the specified
period.  Diluted loss per common share is computed by dividing net
loss by the weighted average number of common shares and potential common shares
during the specified period. All potentially dilutive securities, which include
options and warrants convertible into 1,000,000 and 1,019,000 common shares at
January 31, 2010 and 2009, respectively, have been excluded from the
computations, as their effect is anti-dilutive.
 
 Recently
issued pronouncements
 During
2009, the Company adopted the revised accounting guidance related to business
combinations.  This guidance requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the literature.  In accordance
with this guidance, acquisition-related costs, including restructuring costs,
must be recognized separately from the acquisition and will generally be
expensed as incurred.  That replaces the cost-allocation process
detailed in previous accounting literature, which required the cost of an
acquisition to be allocated to the individual assets acquired and liabilities
assumed based on their estimated fair values.  The Company implemented
this new guidance effective August 1, 2009.
 
 During
2009, the Company implemented an update to the accounting guidance related to
earnings per share.  In accordance with this accounting guidance,
unvested share-based payment awards with rights to dividends are participating
securities and shall be included in the computation of basic earnings per
share.  The Company adopted this guidance effective August 1,
2009.  This implementation did not have a material impact on prior
periods presented.
 
 The FASB
has published a update to the accounting guidance on fair value measurements and
disclosures as it relates to investments in certain entities that calculate net
asset value per share (or its equivalent).  This accounting guidance
permits a reporting entity to measure the fair value of certain investments on
the basis of the net asset value per share of the investment (or its
equivalent).  This update also requires new disclosures, by major
category of investments, about the attributes of investments included within the
scope of this amendment to the Codification.  The guidance in this
update is effective for interim and annual periods ending after December 15,
2009.  The Company does not expect the adoption of this standard to
have a material impact on the Company's results of operations, financial
condition or cash flows.
 
 10
 LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009
 Note
2. Inventories
 
 Inventories
consist of the following:
 
 January
                                  31,
                                
                                
                                July
      31,2010
                                
                                
                                2009Raw
      materials
                                
                                $
                                111,127
                                
                                
                                $
                                119,153Work
      in progress
                                
                                
                                -
                                
                                
                                
                                108,673Finished
      goods
                                
                                
                                169,614
                                
                                
                                
                                -$
                                280,741
                                
                                
                                $
                                227,826
 
 Raw
materials, work in progress and finished goods for the six months ended January
31, 2010, and year ended July 31, 2009, is related to the Company’s planned
sales of electric powered vehicles.
 
 Note
3. Property and equipment
 
 Property
and equipment consist of:
 
 January
                                      31,
                                    
                                    
                                    July 31,2010
                                    
                                    
                                    2009Building
      and improvements
                                    
                                    $
                                    1,275,086
                                    
                                    
                                    $
                                    1,274,636Furniture
      and fixtures
                                    
                                    
                                    30,582
                                    
                                    
                                    
                                    29,023Office
      equipment
                                    
                                    
                                    143,965
                                    
                                    
                                    
                                    143,965Machinery
      and equipment
                                    
                                    
                                    36,971
                                    
                                    
                                    
                                    36,971Vehicles
                                    
                                    
                                    60,979
                                    
                                    
                                    
                                    60,979Software
      costs
                                    
                                    
                                    35,766
                                    
                                    
                                    
                                    32,924Land
                                    
                                    
                                    700,000
                                    
                                    
                                    
                                    700,0002,283,349
                                    
                                    
                                    
                                    2,278,498Less
      accumulated depreciation
                                    
                                    
                                    (329,477
                                    )
                                    
                                    
                                    (288,517
                                    )$
                                    1,953,872
                                    
                                    
                                    $
                                    1,989,981
 
 Depreciation
expense for the six months ended January 31, 2010 and 2009 was $38,983 and
$41,432, respectively.
 
 Note
4. Advances from related parties and related party transactions
 
 The
Company received and repaid additional advances from SSRI (owned by a Company
stockholder) for the six and three months ended January 31, 2010 in amounts of
$484,287 and $785,501 and $76,266 and $37,321, respectively. The Company also
issued shares of stock for the payment of debt for the six and three months
ended January 31, 2010 in the amounts of $616,500 and $256,500
respectively.
 
 The
Company received and repaid additional advances from Greg Navone (Director of
the Company) for the six months ended January 31, 2010 and year ended July 31,
2009 in amount of $0 and $0, respectively for October 2009 and $51,000 and
$51,000, respectively, for July 2009. As of January 31, 2010 and July 31, 2009,
the amount due to the Company was $0 and $0, respectively. Mr.
Navone resigned as a Director of the Company on July 10, 2009.
 
 The
Company received and repaid additional advances from Superlattice Power, Inc.
(prior subsidiary) for the six and three months ended January 31, 2010 in
amounts of $640,472 and $103,217, respectively. As of January 31, 2010 and July
31, 2009, the amount due to the Company was ($137,755) and $0,
respectively.
  11





LI-ION
MOTORS CORP.


NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


January
31, 2009





Due from
related parties and advances from related parties are reported as current assets
or liabilities. These advances are not subject to written agreements and have no
specific repayment terms but are deemed due on demand and are not interest
bearing notes except for the Greg Navone note.





Note
5. Long-term debt





Long-term
debt consists of:





January31,
                                                
                                                
                                                July 31,2010
                                                
                                                
                                                200910.875%
      note payable to Bayview LoanServicing,
      LLC, payable in monthlyinstallments
      of approximately $11,388 includinginterest,
      collateralized by real propertydue
      in full on or before December 2022 (1)
                                                
                                                $
                                                938,693
                                                
                                                
                                                $
                                                954,63110%
      note payable to Crystal CapitalVentures,
      payable in May 2011collateralized
      by 7,500,000 shares ofthe
      Company's common stock (2)
                                                
                                                
                                                3,000,000
                                                
                                                
                                                
                                                2,853,85915.8%
      note payable to AllegianceDirect
      Bank, payable in monthlyinstallments
      of approximately $980,due
      in full on February 28, 2010 (3)
                                                
                                                
                                                0
                                                
                                                
                                                
                                                5,8803,938,693
                                                
                                                
                                                
                                                3,814,370Less
      current portion
                                                
                                                
                                                (33,951
                                                )
                                                
                                                
                                                (39,702
                                                )$
                                                3,904,742
                                                
                                                
                                                $
                                                3,774,668





Principal
maturities on continuing operations are as follows for the years ended July
31:





2010
                        
                        $
                        17,8842011
                        
                        
                        3,038,8072012
                        
                        
                        43,2452013
                        
                        
                        48,1892014
                        
                        
                        53,699Thereafter
                        
                        
                        736,869$
                        3,938,693





(1) In
November 2007, the Company refinanced a loan on a building. The Company paid the
remainder of the loan to Richard Howard, with $50,000 in cash and $1,000,000
from the new loan proceeds. The new loan with Bayview Loan Servicing, LLC is
$1,000,000. The loan has an interest rate at 10.875% per annum with a monthly
payment of $11,388, including interest. The loan is due on December 1, 2022.
Interest expense for the six months ended January 31, 2010 and 2009 for Bayview
Loan Servicing, LLC is approximately $52,390 and $54,389,
respectively.




12




LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009


(2) On
May 5, 2008, the Company entered into a loan agreement with Crystal Capital
Ventures Inc. (“Crystal Capital”). The loan agreement provides for loans to the
Company of up to $3,000,000, with a minimum initial loan of $500,000 taking
place on May 19, 2008. The notes bear interest payable monthly in arrears at the
rate of 10% per annum; and mature and are due and payable May 4, 2011. The loans
under the loan agreement are secured by shares of the Company’s common stock
held by Crystal Capital. The Company is required to issue shares as collateral
at the rate of two and one half shares of the Company’s common stock for each
dollar principal amount of the loan advanced to the
Company.  Following disbursement of the first $1,000,000 of funds
pursuant to the loan agreement, on May 27, 2008, the Company issued 7,500,000
shares of common stock as collateral to Crystal Capital. After the 1:3 reverse
stock split in February 2009 the Company issued Crystal an additional 5,000,000
shares to make their shares held as collateral total 7,500,000.





As of
January 31, 2010, the Company has borrowed the full $3,000,000 under the loan
agreement from Crystal Capital. The Company accrued interest to Crystal Capital
of approximately $117,000 for the six months ended January 31, 2010 and $77,000
for the three months ended October 31, 2009, respectively. The Company went into
default on the loan agreement in August 2008 but, as of March 22, 2010, the
Company had not received notice of default from Crystal Capital.




(3) On
January 31, 2009 the Company financed a workman’s compensation policy with
Allegiance Direct Bank for the period January 31, 2009 to January 31, 2010 for
$6,396.  The Company was required to make a down payment of
approximately $1,966 in January 2009 and monthly payments including interest of
15.8%. Interest expense for the six months ended January 31, 2010 and 2009
Allegiance Direct Bank is approximately $303 and $0, respectively.





Note
6. Stockholders’ equity





In
January 2008, the Company’s shareholders approved a 1:7 reverse stock
split.  Except for the presentation of common shares authorized and
issued on the consolidated balance sheet and shares presented in the
consolidated statement of stockholders’ equity (deficit), all shares and par
share information has been revised to give retroactive effect to the reverse
stock split.  Authorized shares were 50,000,000 and were increased to
250,000,000 on December 24, 2007. Crystal Capital Ventures Inc. holds 7,500,000
post reverse stock split shares as collateral for a loan up to $3,000,000 as
discussed in Note 5.





On
January 15, 2009, the Company’s shareholders approved a 1:3 reverse stock split
for the outstanding shares but it did not take effect until February 19, 2009.
Common stock, authorized shares was 35,714,285 and was increased to 50,000,000
on February 19, 2009. On February 20, 2009, the Company issued Wyndom Capital
Investments, Inc. an additional 6,666,665 shares as collateral for a loan that
in June 2009 went into default and the share collateral for which was taken by
the lender. Crystal Capital Ventures Inc. was issued 4,999,999 shares so they
again hold 7,500,000 post reverse stock split shares as of February 20, 2009, as
collateral for a loan of up to $3,000,000 as discussed in Note
5.





The
remainder of the shares under the 2006 stock option plan were granted and
exercised on February 24, 2009, which closed that plan. The Company has
registered the 2009 stock option plan with the SEC for 3,000,000 shares, and of
those, 2,900,000 shares have been granted at an exercise price of $0.90 per
share. 400,000 shares were exercised for the three months ended January 31,
2010.









Note
7. Segment information





FASB
Statement No. 131,Disclosures about Segments of an Enterprise and Related Information,
establishes standards for reporting information about operating segments.
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by
management. The Company is organized by geographical area for the sale of
electric powered vehicles.





13




LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009


The
following is financial information relating to the Company’s business
segments:





SIX
      MONTHS ENDEDJanuary
      31,2010
                              
                              
                              2009Revenues
      from external customers:United
      States
                              
                              $
                              125,909
                              
                              
                              $
                              223,001Hong
      Kong
                              
                              
                              -
                              
                              
                              
                              -India
                              
                              
                              -
                              
                              
                              
                              -Total
      revenues
                              
                              $
                              125,909
                              
                              
                              $
                              223,001Loss
      from operations:United
      States
                              
                              $
                              (1,526,798
                              )
                              
                              $
                              (1,838,925
                              )Hong
      Kong
                              
                              
                              -
                              
                              
                              
                              -India
                              
                              
                              -
                              
                              
                              
                              -Net
      loss from operations
                              
                              $
                              (1,526,798
                              )
                              
                              $
                              (898,208
                              )





Note
8. Share based compensation





The
Company records compensation expense in its consolidated statement of operations
related to employee stock-based options and awards in accordance with FASB ASC
718, “Compensation”, (“ASC 718”).





The
Company recognizes the cost of all employee stock options on a straight-line
attribution basis over their respective contractual terms, net of estimated
forfeitures. The Company has selected the modified prospective method of
transition.





On
September 30, 2009, 400,000 stock options were exercised at an exercised price
of $.90 for a value of $360,000.





On
November 4, 2009, 285,000 stock options were exercised at an exercised price of
$.90 for a value of $256,500.





Stock
Option Plan





As of
January 31, 2010, 1,000,000 shares of common stock remain available for issuance
under the stock option plan.





A summary
of the option activity under the Company’s stock option plan as of July 31, 2009
and changes during the six months ended January 31, 2010, is presented
below.





Weighted
                                
                                WeightedAverage
                                
                                Average
                                
                                AggregateExercise Share
                                
                                Remaining
                                
                                IntrinsicOptions
                                
                                Shares
                                
                                
                                Price
                                
                                Contractual
                                
                                ValueOutstanding
      at July 31, 2009
                                
                                
                                1,685,000
                                
                                
                                $
                                0.90Options
      granted
                                
                                
                                -
                                
                                
                                $
                                0.90Options
      exercised
                                
                                
                                (685,000
                                )
                                
                                $
                                0.90Options
      cancelled/expired
                                
                                
                                -Outstanding
      at January 31, 2010
                                
                                
                                1,000,000
                                
                                
                                $
                                0.90
                                
                                4.54
      years
                                
                                $
                                (400,000
                                )Exercisable
      at January 31, 2010
                                
                                
                                1,000,000
                                
                                
                                $
                                0.90




14




LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009


Stock
compensation expense applicable to stock options for the six months ended
January 31, 2010 and 2009 was approximately $0 and $0, respectively. The
aggregate intrinsic value of options outstanding as of January 31, 2010 was
$(400,000).





1,000,000
of the Company’s outstanding options were exercisable as of January 31,
2010.





Note
9. Net loss per common share





Loss per
share is computed based on the weighted average number of shares outstanding
during the year. Diluted loss per common share is computed by dividing net loss
by the weighted average number of common shares and potential common shares
during the specified periods. The Company has no outstanding options, warrants
or other convertible instruments that could affect the calculated number of
shares.





The
following table sets forth the reconciliation of the basic and diluted net loss
per common share computations for the six months ended January 31, 2010 and
2009.





SIX MONTHS ENDED
                            
                            
                            THREE MONTHS ENDEDJanuary 31,
                            
                            
                            January 31,2010
                            
                            
                            2009
                            
                            
                            2010
                            
                            
                            2009Basic
      and diluted EPS:Net
      loss ascribed to common shareholders - basic and diluted
                            
                            $
                            (1,526,798
                            )
                            
                            $
                            (1,837,414
                            )
                            
                            $
                            (637,329
                            )
                            
                            $
                            (940,760
                            )Weighted
      shares outstanding - basic and diluted
                            
                            
                            21,288,096
                            
                            
                            
                            23,347,257
                            
                            
                            
                            21,599,808
                            
                            
                            
                            20,483,914Basic
      and diluted net loss per common share
                            
                            $
                            (0.06
                            )
                            
                            $
                            (0.08
                            )
                            
                            $
                            (0.02
                            )
                            
                            $
                            (0.05
                            )





Net loss
per common share for the six months ended January 31, 2010 has been
revised.  This revision was immaterial to the Company’s consolidated
results of operations and financial position. See below for further discussion.
All share and per share amounts have been restated to reflect the one-for-seven
and one-for-three reverse stock split as discussed in Note 6.





The
amounts previously reported, in January 2009, were as follows:





SIX MONTHS ENDED
                      
                      
                      THREE MONTHS ENDEDJanuary 31,
                      
                      
                      January 31,2009
                      
                      
                      2009Basic
      and diluted loss per common share
                      
                      $
                      (0.04
                      )
                      
                      $
                      (0.05
                      )





Note
10. Going concern





The
Company's financial statements are prepared based on the going concern
principle. That principle anticipates the realization of assets and payments of
liabilities through the ordinary course of business.  No adjustments
have been made to reduce the value of any assets or record additional
liabilities, if any, if the Company were to cease to exist. The Company has
incurred significant operating losses since inception. These operating losses
have been funded by the issuance of capital, loans and advances. There are no
guarantees that the Company will continue to be able to raise the funds
necessary. Additionally, the lack of capital may limit the Company's ability to
establish a viable business.





Note
11. Commitments and contingencies





Effective
April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space in
the Company’s North Carolina facility. The leased space will be suitable for,
and utilized by SPI for, SPI’s developmental and manufacturing operations for
licensed products pursuant to the license agreement. The leased space is leased
on a month-to-month basis at a monthly rental of $2,625, the monthly rental to
be escalated five (5%) percent annually. Although the lease was signed, the
space is only 80% completed as of October 20, 2009. Also, effective April 16,
2008, the Company sold specified equipment and supplies related to the licensed
agreement to SPI for the purchase price of $29,005. The Company also entered
into a month to month lease agreement for $750 with SPI for renting offices in
the Company’s Las Vegas corporate office.




15




LI-ION
MOTORS CORP.
 NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2009


Total
rent income for the six months ended January 31, 2010 and 2009 amounted to
approximately $20,250 and $19,500, respectively.





Surety
bond


LMC
applied to North Carolina Department of Motor Vehicles for a manufacturing
license. This application required a surety bond of $50,000 for three years
which the Company acquired from Kaercher Campbell & Associates. LMC was
licensed as a motor vehicle dealer to engage in the business of selling motor
vehicles on March 9, 2009, until March 31, 2010, by the State of North Carolina
DMV.





The
Company has a payment plan in place with the Internal Revenue Service (IRS) for
delinquent payroll taxes.  Thru May 31, 2009 payments in arrears total
$71,353.82. Third quarter 2009 taxes are approximately $117,000.00 which are
included in the aforementioned payment plan.





Legal
proceedings


The
Company is currently involved in various claims and legal proceedings.
Quarterly, the Company reviews the status of each significant matter and
assesses its potential financial exposure and if the potential loss from any
claim or legal proceeding is considered probable and the amount can be
reasonably estimated, the Company accrues a liability for the estimated
loss.





An
arbitration award in the amount of $70,803 was awarded to Keith Boucher against
the Company for attorney’s fees and costs incurred in arbitration. Upon judgment
domestication in North Carolina, January 2010, Keith Boucher was awarded a total
of $79,426.66 and the first payment has been made.





Barrett
Lyon, an individual, has filed suit against the Company in the Superior Court of
California, San Mateo County, for alleged breach of warranty for a vehicle he
purchased from the Company seeking $68,222 in damages, plus attorney’s fees
estimated in the range of $10,000 to $30,000.  Additional litigation
is set for the spring 2010.


F&C
Promptly, Inc., a collection agency, filed in February 2009 a lawsuit against
the Company in the District Court, Clark County, Nevada, for approximately
$32,000 for collection of the account of the Law Offices of Richard McKnight
assigned to F&C Promptly, Inc. for collection. In January 2010, following
the arbitration of the case, the Law Offices of Richard McKnight was awarded
$30,288.82





Caudle
& Spears has obtained a default judgment against the Company in Meckenberg
County, North Carolina, General Court, in the amount of $17,686. This law firm
represented us in our litigation against Martin Koebler, a former employee, whom
we successfully sued for return of Company property and other damages. The
Company is in settlement negotiations with Caudle & Spears, since its
judgment against Martin Koebler is still in the collection process. A payment
agreement has been reached.





Note
12. Subsequent Events





In
January 2010 the Board of Directors approved a merger and name change including
a two for one reverse split that became effective February 1,
2010.  The authorized shares decreased to
25,000,000.  Crystal Capital Ventures was subsequently issued
3,749,999 shares in accordance with their loan agreement’s anti dilution clause
to maintain 7,500,000 post-reverse stock split shares.





16




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





FORWARD
LOOKING STATEMENTS





This
quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe,
plan, expect, future,
intend and similar expressions to identify such
forward-looking  statements. You should not place too
much  reliance on
these  forward-looking  statements. Our actual results are
likely to differ  materially from those  anticipated in
these forward-looking  statements  for
many  reasons, including the risks faced by us described in this
section.





RESULTS
OF OPERATIONS





SIX
MONTHS ENDED JANUARY 31, 2010 AS COMPARED WITH THE THREE MONTHS ENDED JANUARY
31, 2009





We had
sales of $125,909 and incurred a net loss of $1,526,798 for the six months ended
January 31, 2010, which included general and administrative costs of $748,526
and research and development expense of $656,955.





Our net
loss for the  six-month  period  ended January 31,
2010 decreased from the
comparative period in fiscal 2009 (from $1,838,925 in 2009 to
$1,526,798      in 2010). This was primarily due
to an decrease in general and administrative expense from $788,996 in the
six-month period ended January 31, 2009, to
$748,526     for the comparable period in 2010, a
higher research and development expense of $656,955 in 2010 compared to $579,207
in 2009; and a decrease in sales from $223,001 in the six-month period ended
January 31, 2009, to $125,909 in 2010.  Cost of sales in 2010 was
$165,497, as compared to $290,541 in 2009. In 2010, we also incurred interest
expense of $169,772 related to loans payable, as compared with $448,391 for the
comparable period in 2009.




THREE
MONTHS ENDED JANUARY 31, 2010 AS COMPARED WITH THREE MONTHS ENDED JANUARY 31,
2009





We
incurred  a net loss of $637,329 for the three months ended January
31, 2010, which included general and administrative costs of $377,204 and
research and development expense of $224,334.





We had
sales of $999 for the three month period ended January 31, 2010. Our net loss
for the three-month period ended January 31, 2010, decreased from the
three-month period ended January 31, 2009 (from $939,916 for the prior period to
$637,329 in 2010). This was primarily due to higher general and administrative
costs of $377,204 in the three months ended January 31, 2010, as compared with
$305,095 in the prior period. We incurred interest expense of $107,208 in 2010,
as compared to $421,098 in the prior period. We incurred research and
development costs of $224,334 in 2010, as compared to $162,955 in the prior
period.





Electric
Vehicle Operations





We
convert vehicles in our developmental facility in Mooresville, North Carolina.
Our team of highly qualified engineers oversee groups of electrical and
mechanical staff. This 40,000 square foot facility has room for both conversions
and storage with the potential for future growth, enabling us to work on many
projects and vehicles concurrently.





With the
license of our lithium battery technology described below, we are concentrating
on sales of our vehicles.




17




Effective
April 15, 2008, we entered into a License Agreement (the “License Agreement”)
with Superlattice Power, Inc. (“Superlattice”), providing for our license to
Superlattice of our patent applications and technologies for rechargeable
lithium ion batteries for hybrid vehicles and other applications (“Licensed
Products”).  Under the License Agreement, we have the right to
purchase our requirements of lithium ion batteries from Superlattice, and our
requirements of lithium ion batteries shall be supplied by Superlattice in
preference to, and on a priority basis as compared with, supply and delivery
arrangements in effect for other customers of Superlattice. Our cost for lithium
ion batteries purchased from Superlattice shall be Superlattice’s actual
manufacturing costs for such batteries for the fiscal quarter of Superlattice in
which our purchase takes place.




Superlattice
agreed to invest a minimum of $1,500,000 in each of the first two years in the
development of the technology for the Licensed Products. In the initial year
under the License Agreement, Superlattice invested approximately $264,043 in the
development of technology, and therefore is not in compliance with its
obligations under this covenant of the license agreement.  We have advised
Superlattice in a letter dated October 1, 2009, that we will not give notice of
default against Superlattice for its failure to comply with this covenant in the
first year of the term of the License Agreement.




Effective
April 16, 2008, Superlattice agreed to lease approximately 5,000 square feet of
space (“Leased Space”) in our North Carolina facility, such Leased Space to be
suitable for, and utilized by Superlattice for, Superlattice’s developmental and
manufacturing operations for Licensed Products pursuant to the License
Agreement.  The Leased Space is leased on a month-to-month basis at a
monthly rental of $2,500, the monthly rental to be escalated five (5%) percent
annually (currently $2,625). Effective April 16, 2008, we also sold to
Superlattice for the purchase price of $29,005, specified equipment and supplies
related to the Licensed Field.





Commercial
Initiatives





The
Company is discussing potential relationships with several groups relating to
manufacturing plants. On March 9, 2009 the State of North Carolina issued a
manufacturing license to the Company. We are manufacturing our own original
design vehicles with VIN’s. We are also continuing with vehicle conversions. The
LiV series electric vehicles have been tested and continue under review by a
number of government agencies. The LiV Wise is available for purchase and listed
in the catalogue of the United States General Services
Administration.





5.2     Liquidity
and Capital Resources





Since our
incorporation, we have financed our operations almost exclusively through
the sale of our  common  shares to  investors and
borrowings.  We  expect  to  finance
operations  through  the sale of equity in
the  foreseeable  future as we receive minimal revenue from
our current business operations. There is no guarantee that we will be
successful in arranging financing on acceptable terms.





At
January 31, 2010, we had liabilities of $6,224,488, as compared with $5,307,066
at July 31, 2009; and a working capital deficiency of $2,013,565 and a
stockholders deficiency of $3,940,177. As of January 31, 2010, we had $16,033
cash on hand. In fiscal 2009, we also defaulted under our loan agreement with
Wyndom Capital Investments, Inc. which, as its sole recourse under the loan
agreement, took possession of 10,000,000 shares of our common stock held as
collateral, and are in default under our loan agreement with Crystal Capital
Ventures, Inc., pursuant to which we have pledged 7,500,000 shares of our Common
Stock as collateral and which stock is the lender’s sole recourse in the event
of a default. This lender has waived all defaults through December 7, 2009 under
this loan agreement.





Our
property, plant and equipment decreased to $1,953,872 at January 31, 2010, as
compared with $1,989,981 at July 31, 2009.




18




We used
net cash in operating activities of $1,143,048 in the six months ended January
31, 2010, as compared with $1,065,999 in the comparable period in 2009, and cash
flows provided by investing activities were ($4,655) in 2010, as compared with
($106,346) in 2009.





During
the six months ended January 31, 2010, we received net proceeds of $108,060 from
the issuance of promissory notes for debt, and net proceeds of advances from
related parties of $1,069,541. Total cash provided by financing activities in
the six months ended January 31, 2010 was $1,161,663, as compared with
$1,117,580 in 2009.





Wyndom
Capital Loan Agreement





In
October 2007, the Company entered into a loan agreement with Wyndom Capital
Investments, Inc. (“Wyndom”). During the year ended July 31, 2008 the Company
issued 3,333,335 shares of outstanding stock as collateral for the notes under
the loan agreement. In February 2009 the Company had a 1:3 reverse stock split
and issued 6,666,665 shares of common stock to Wyndom to make their shares held
as collateral total 10,000,000.  The agreement provided for loans of
up to $4,000,000 with interest payable monthly at a rate of 10% per annum and
due in full in January of 2010. Loans under the agreement were secured by the
Company’s shares of common stock at a rate of two and one half shares to each
dollar of principal. The Company paid interest to Wyndom of approximately
$342,000 for the year ended July 31, 2009 and $154,000 for the year ended July
31, 2008, respectively. The Company defaulted on the loan in February 2008, but
Wyndom had waived the default until June 2009 when they took possession of the
10,000,000 shares they held as collateral. As a result, our liability of
$4,000,000 for principal and accrued unpaid interest was extinguished as of June
16, 2009, the date on which Wyndom took possession of the final portion of the
share collateral.





Crystal
Capital Ventures Loan Agreement





On May 5,
2008, the Company entered into a loan agreement with Crystal Capital Ventures
Inc. (“Crystal”). The loan agreement provides for loans to the Company of up to
$3,000,000, with a minimum initial loan of $500,000 on May 19, 2008. The notes
bear interest payable monthly in arrears at the rate of 10% per annum and mature
and are due and payable May 4, 2011. The loans under the loan agreement are
secured by shares of the Company’s common stock held by Crystal. The Company is
required to issue shares as collateral at the rate of two and one half shares of
the Company’s common stock for each dollar principal amount of the loan advanced
to the Company.  Following disbursement of the first $1,000,000 of
funds pursuant to the loan agreement, on May 27, 2008, the Company issued
2,500,000 shares of common stock as collateral to Crystal. After the 1:3 reverse
stock split in February 2009 the Company issued Crystal an additional 5,000,000
shares to make their shares held as collateral total 7,500,000. After the 1:2
reverse stock split in February 2010 the Company issued Crystal an additional
3,749,999 shares to make their shares held as collateral total
7,500,000.





As of
January 31, 2010, the Company had borrowed the full $3,000,000 from
Crystal.  The Company accrued interest to Crystal of
approximately $117,000 and $77,000 for the six and three months
ended January 31, 2010, respectively. The Company went into default on the
loan agreement in August 2008 for failure to make required interest payments,
but as of March 22, 2010, the Company had not received notice of default from
Crystal Capital.





Liquidity
Issues





The
Company has been served with a tax lien dated March 3, 2010 from the Internal
Revenue Service in the total amount of $251,928.14. The Company has a payment
plan in place with the Internal Revenue Service (IRS) for delinquent payroll
taxes.  We have a judgment of $17,686 (reduced to $10,186 under
a  payment plan) and arbitration awards of $79,426 (reduced to $74,426
under a payment plan) and $30,288, entered against us. There is no
assurance that we will be able raise additional required capital to meet
obligations arising from the settlements of these litigation matters, as well as
the settlement payments with the IRS, and to continue our
operations.




19





Our
current operating funds are less than necessary for commercialization of our
planned products, and therefore we will need to obtain additional financing in
order to complete our business
plan.  We  anticipate  that up to $5,000,000 of
additional working capital will be  required  over the next
12  months  for  market introduction  of
these products through joint venture partners or otherwise.  We do not
have sufficient cash on hand to meet these anticipated obligations, which are in
addition to payments we will owe to judgment creditors and the IRS.





We do not
currently have any other arrangements for financing, although one loan agreement
with a former lender is under negotiation, and we may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including investor sentiment.  Market factors may
make the  timing,  amount,  terms
or  conditions  of  additional  financing
unavailable to us.





Our
auditors  are of
the  opinion  that  our  continuation  as
a going concern
is in doubt.  Our continuation  as a
going  concern is  dependent  upon continued
financial support from our shareholders and other related parties.





CRITICAL
ACCOUNTING ISSUES





The
Company's discussion and analysis of its financial condition and results of operations
are based upon the Company's financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States of America. The preparation of the financial statements requires the
Company to make estimates and judgments that affect the reported amount of assets,
liabilities, and expenses, and related disclosures of contingent assets and
liabilities. On an on-going basis, the Company evaluates its estimates, including
those related to intangible assets, income taxes and contingencies and litigation.
The Company bases its estimates on historical experience and on various
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of assets
and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions.





Other
Matters





Recently
Issued Pronouncements





During
2009, the Company adopted the revised accounting guidance related to business
combinations.  This guidance requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the literature.  In accordance
with this guidance, acquisition-related costs, including restructuring costs,
must be recognized separately from the acquisition and will generally be
expensed as incurred.  That replaces the cost-allocation process
detailed in previous accounting literature, which required the cost of an
acquisition to be allocated to the individual assets acquired and liabilities
assumed based on their estimated fair values.  The Company implemented
this new guidance effective August 1, 2009.




During
2009, the Company implemented an update to the accounting guidance related to
earnings per share.  In accordance with this accounting guidance,
unvested share-based payment awards with rights to dividends are participating
securities and shall be included in the computation of basic earnings per
share.  The Company adopted this guidance effective August 1,
2009.  This implementation did not have a material impact on prior
periods presented.




20




The FASB
has published a update to the accounting guidance on fair value measurements and
disclosures as it relates to investments in certain entities that calculate net
asset value per share (or its equivalent).  This accounting guidance
permits a reporting entity to measure the fair value of certain investments on
the basis of the net asset value per share of the investment (or its
equivalent).  This update also requires new disclosures, by major
category of investments, about the attributes of investments included within the
scope of this amendment to the Codification.  The guidance in this
update is effective for interim and annual periods ending after December 15,
2009.  The Company does not expect the adoption of this standard to
have a material impact on the Company's results of operations, financial
condition or cash flows.





Item 3.
Quantitative and Qualitative Disclosures About Market Risk





Interest Rate Risk - Interest rate
risk refers to fluctuations in the value of a security resulting from changes in
the general level of interest rates. Investments that are classified as cash and
cash equivalents have original maturities of three months or less. Our interest
income is sensitive to changes in the general level of U.S. interest
rates.  We do not have significant short-term investments, and due to
the short-term nature of our investments, we believe that there is not a
material risk exposure.  Our debt is at fixed interest
rates.





Credit
Risk - Our accounts receivables are subject, in the normal course of business,
to collection risks. We regularly assess these risks and have established
policies and business practices to protect against the adverse effects of
collection risks. As a result we do not anticipate any material losses in this
area.





Item
4(T). Controls and Procedures.





As of the
end of the fiscal quarter covered by this Form 10-Q, the Company carried out an
evaluation, under the supervision and with the participation of the Company’s
management, including the Company’s Chief Executive Officer and Principal
Financial and Accounting Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures as defined in Rule
13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the
Chief Executive Officer and Principal Financial and Accounting Officer concluded
that the Company’s disclosure controls and procedures are effective in timely
alerting her to material information relating to the Company (including its
consolidated subsidiaries) required to be included in this Quarterly Report on
Form 10-Q. There have been no changes in the Company’s internal controls or in
other factors which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.





PART II-
OTHER INFORMATION





Item 1.
Legal Proceedings.





Other
than as described below, we are not a party to any material legal proceedings
and to our knowledge, no such proceedings are threatened or
contemplated.





Hybrid
Technologies, Inc. v. Keith Boucher


In
January, 2010, an arbitration award in the amount of $79,426 was awarded to
Keith Boucheragainst
the Company for attorneys fees and costs incurred in arbitration..





21




Barrett
Lyon v. EV Innovations, Inc.


Barrett
Lyon, an individual, has filed suit against the Company in the Superior Court of
California, San Mateo County, for alleged breach of warranty for a vehicle he
purchased from the Company, seeking $68,220.00 in damages, plus attorneys fees
estimated in the range of $10,000 to $30,000.




F&C
Promptly, Inc. v. EV Innovations, Inc.


F&C
Promptly, Inc., a collection agency, filed in February 2009 a lawsuit against us
in the District Court, Clark County, Nevada, for approximately $32,000
for collection of the account of the Law Offices of Richard McKnight assigned to
F&C Promptly, Inc. for collection.  The Company is separately
suing Richard McKnight and brought a third party complaint against McKnight and
his law office, alleging negligence and professional malpractice. In January
2010, following the arbitration of the case, the Law Offices of Richard McKnight
was awarded $30,288.82




Caudle
& Spears v. EV Innovations, Inc.


Caudle
& Spears has obtained in Meckenberg County, North Carolina, General
Court,  a default judgment against us in the amount of $17,686. This
law firm represented the Company in our litigation against Martin Koebler, a
former employee, whom we successfully sued for return of Company property and
other damages. We are in settlement negotiations with Caudle & Spears, and a
payment agreement has been reached.





Internal
Revenue Service


The
Company has been served with a tax lien dated March 3, 2010 from the Internal
Revenue Service in the total amount of $251,928.14. The Company has a payment
plan in place with the Internal Revenue Service (IRS) for delinquent payroll
taxes.  Thru May 31, 2009 payments in arrears total $71,353.82. Third
quarter 2009 taxes are approximately $117,000, which are included in the payment
plan.





Item 6.
 Exhibits





Ex
      31
              Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, filed
    herewith.Ex
      32
              Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to 18
      U.S.C. Section 1350,
      as  Adopted   Pursuant   to  Section   906  of
      the Sarbanes-Oxley Act of 2002,filed
herewith.




SIGNATURES





In
accordance with the  requirements of the Exchange Act, the
registrant  caused this  report to be  signed on
its  behalf  by
the  undersigned,  thereunto duly authorized.





Li-ion
      Motors Corp./s/ Stacey FlingStacey FlingChief
      Executive Officer and Director(Chief
      Executive Officer andPrincipal
      Financial Officer)Dated:
      March 22, 2010




22