##### Table of Contents





As filed with the Securities and Exchange Commission on
    August   , 2008
 
 Registration Statement No. 333-150888
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
   AMENDMENT NO. 2
 
 TO
  Form S-1/A
  REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
   T3 MOTION, INC.
 (Name of Small Business Issuer
    in Its Charter)
  Delaware

3690

20-4987549(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)   T3 Motion, Inc.
 2990 Airway Avenue,
    Suite A
 Costa Mesa, CA 92626
 (714) 619-3600
 (Address and telephone number of
    principal executive offices and principal place of
    business)
  Ki Nam,
 Chief Executive
    Officer
 T3 Motion, Inc.
 2990 Airway Avenue,
    Suite A
 Costa Mesa, CA 92626
 (714) 619-3600
 (Name, address and telephone
    number of Agent for Service)
  Copy to:
  Kevin K. Leung, Esq.
 Ryan S.
    Hong, Esq.
 RICHARDSON & PATEL
    LLP
 10900 Wilshire Boulevard, Suite
    500
 Los Angeles, California
    90024
 Telephone: (310)
    208-1182
 Facsimile: (310)
    208-1154
   Approximate date of proposed sale to the
    public:
 þ
 o
 o
 o
 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company þ (Do not check if a smaller
    reporting company)
      CALCULATION OF REGISTRATION
    FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering


Aggregate


RegistrationSecurities to be Registered


Registered


Price per Share(3)


Offering Price


FeeCommon Stock, par value $0.001 per share, included by Company
    pursuant to this offering(1)


5,000,000


$2.00


$10,000,000


$390.00Common Stock, par value $0.001 per share, held by current
    stockholders subject to this offering(2)


14,472,198


$2.00


$28,944,396


1,135.55Common Stock underlying warrants, par value $0.001 per share,
    held by current stockholders subject to this offering(4)


697,639


$1.081


$754,148


$29.64Common Stock underlying Series A warrants, par value $0.001
    per share, held by current stockholders subject to this
    offering(5)


1,298,701


$1.08


$1,402,597


$55.12Common Stock underlying Series B warrants, par value $0.001
    per share, held by current stockholders subject to this
    offering(6)


1,298,701


$1.77


$2,298,701


$90.34Common Stock underlying Series C warrants, par value $0.001
    per share, held by current stockholders subject to this
    offering(7)


1,298,701


$2.00


$2,597,402


$102.08Total


24,065,940





$45,997,244


$1,802.73   (1)
    
    These are newly issued shares which
    we will offer pursuant to this registration statement at $2.00
    per share.(2)
    
    These are outstanding shares of
    common stock which may be offered for sale by selling
    stockholders pursuant to this registration statement at $2.00
    per share.(3)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o)
    under the Securities Act of 1933.(4)
    
    Calculated in accordance with
    Rule 457(g) under the Securities Act on the basis of an
    exercise price of $1.081 per share.(5)
    
    Calculated in accordance with
    Rule 457(g) under the Securities Act on the basis of an
    exercise price of $1.08 per share.(6)
    
    Calculated in accordance with
    Rule 457(g) under the Securities Act on the basis of an
    exercise price of $1.77 per share.(7)
    
    Calculated in accordance with
    Rule 457(g) under the Securities Act on the basis of an
    exercise price of $2.00 per share.   The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a) of
    the Securities Act or until the Registration Statement shall
    become effective on such date as the Securities and Exchange
    Commission, acting pursuant to Section 8(a), may determine.




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##### Table of Contents





SUBJECT TO COMPLETION, DATED
    AUGUST   , 2008
 
  PROSPECTUS
  T3 Motion, Inc.
  24,065,940 shares of
    Common Stock
      
    14,472,198 shares of common stock;
    697,639 shares of common stock underlying common stock
    purchase warrants issued in a private placement of our
    securities that we completed on December 31, 2007; and
    3,896,103 shares of common stock underlying common stock
    purchase warrants issued in a private placement of our
    securities that we completed on March 28, 2008.  Rule 3a4-1
      AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF
    RISK. SEE RISK FACTORS BEGINNING AT PAGE 6.




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##### 



Table of
    Contents
   
 
 Prospectus Summary


1Risk Factors


6Special Note Regarding Forward-Looking
    Statements


17Use of Proceeds


17Determination of Offering Price


18Dilution


18Capitalization


20Selling Security Holders


21Plan of Distribution


23Description of Securities


25Interests of Named Experts and Counsel


26Description of Business


26Legal Proceedings


34Management


35Director and Executive Compensation


37Certain Relationships and Related Transactions


44Security Ownership of Management and Certain
    Beneficial Owners


46Managements Discussion and Analysis


48Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


59Description of Property


59Market For Common Equity and Related Stockholder
    Matters


59Disclosure of Commission Position on
    Indemnification for Securities Act Liabilities


62Where You Can Find More Information


63Financial Information


64EXHIBIT 5.1EXHIBIT 23.1  
  i




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##### Table of Contents



PROSPECTUS
    SUMMARY    Our Company
          Summary
    Financial Information
    Statement
    of Operations Data:
  
 For thePeriod fromMarch 16,2006 (Inception)Three Months Ended


Year Ended


throughMarch 31,


December 31,


December 31,2008


2007


2007


2006(Unaudited)Total revenues

$
1,502,101


$
267,672


$
1,822,269


$
Gross loss


(580,736
)


(321,111
)


(2,106,256
)


Operating Expenses


1,766,366



873,171



6,422,705



3,466,629Loss from Operations


(2,347,102
)


(1,194,282
)


(8,528,961
)


(3,466,629
)Net Loss

$
(2,689,022
)

$
(1,211,858
)

$
(8,577,232
)

$
(3,500,798
)
 1




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##### Table of Contents



Balance
    Sheet Data:
  March 31,


December 31,2008


2007


2006(Unaudited)Total Assets

$
10,152,934


$
7,628,226


$
1,116,402Total Liabilities

$
3,020,149


$
3,936,979


$
2,322,200Total Stockholders equity (deficit)

$
7,132,785


$
3,691,247


$
(1,205,798
)   Going
    Concern
    and/or
  Cash
    Requirements
  and/or
  Our
    Market and Industry Overview
 2




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##### Table of Contents



Our
    Products and Services
  The T3
    Vehicle
  stand-up, 17-inch
  Power
    Modules
    Accessories
    Camera
    System
    Data
    License
    
    EMS/Disaster Planning  The ability to provide
    an interactive map for emergency medical services
    (EMS) use to understand and secure the area that has
    been breached.
    Local Security  The ability to have an
    interactive map of all areas patrolled (including secure areas)
    for internal training and security.
    Advertising  The data can be used to provide
    interactive tours of any area along with the ability to place or
    sell advertising in the mapped areas.  Future
    Products
 3




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##### Table of Contents




    The T3i is our newly developed international model that is built
    on the existing T3 Series platform. It is intended for use in
    applications with extreme weather and environmental conditions
    such as extreme heat from sunlight, dusty or sandy environments.
    The T3i is currently in final stages of testing and will be
    released for the market in late 2008.
    The G3 is the newest product we are developing. The G3 is a
    rear-wheel drive, three-wheeled electric vehicle targeted for
    delivery services, personnel transport and heavy load pulling
    applications. The G3 is expected to be released for the market
    in the second half of 2009.    Our
    Growth Strategies
    
    Increase our leading presence in law enforcement.
    Capitalize on broader security opportunities, such as airports
    and universities.
    Expand the T3 product line to address broader enterprise markets.
    Leverage brand into the consumer market.  Risks
    Related to Our Company
    
    Our limited operating history may not serve as an adequate basis
    to judge our future prospects and results of operations;
    As a recently formed corporation, we have had very limited
    operations to date and expect to incur losses in the near
    future. We may require additional financing to sustain our
    operations and without it, we may not be able to continue our
    operations;
    If we are unable to continue as a going concern, our securities
    will have little or no value.
    Our markets are highly competitive, and if we are unable to
    compete effectively, we will be adversely affected;
    Our failure to further refine our technology and develop and
    introduce new personal mobility products could render our
    products uncompetitive or obsolete and reduce our sales and
    market share;
    The products we sell are inherently risky and could give rise to
    product liability, product warranty claims, and other loss
    contingencies; and
    Our success is heavily dependent on protecting our intellectual
    property rights and successful branding of our name and product.  Corporate
    Information
  (714) 619-3600. www.T3motion.com
 4




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The
    Offering
    
    14,472,198 shares of common stock;
    697,639 shares of common stock underlying common stock
    purchase warrants issued in a private placement of our
    securities that we completed on December 31, 2007; and
    3,896,103 shares of common stock underlying common stock
    purchase warrants issued in a private placement of our
    securities that we completed on March 28, 2008.    
    5,591,500 shares subject to options granted to employees
    and consultants.
    1,858,500 shares of common stock reserved for issuance
    under our 2007 Stock Option Plan, which have not been issued.
    4,593,742 common stock purchase warrants as described above.    Plan of
    Distribution
 5




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RISK
    FACTORS  You should carefully consider the risks described below
    before making an investment decision. Our business could be
    harmed by any of these risks. The trading price of our common
    stock could decline due to any of these risks, and you may lose
    all or part of your investment. In assessing these risks, you
    should also refer to the other information contained in this
    prospectus, including our consolidated financial statements and
    related notes.
  Risks
    Related to Our Company and Our Industry
  Our
    limited operating history may not serve as an adequate basis to
    judge our future prospects and results of
    operations.
      As a
    recently formed corporation, we have had very limited operations
    to date and expect to incur losses in the near future. We may
    require additional financing to sustain our operations and
    without it we may not be able to continue our
    operations.
      We may
    be unable to raise sufficient financing through this
    registration statement.
   6




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If we
    are unable to continue as a going concern, our securities will
    have little or no value.
    and/or
  and/or
  Our
    markets are highly competitive, and if we are unable to compete
    effectively, we will be adversely affected.
    Our
    failure to further refine our technology and develop and
    introduce new personal mobility products could render our
    products uncompetitive or obsolete, and reduce our sales and
    market share.
   7




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We
    face risks associated with the marketing, distribution and sale
    of our personal mobility products internationally, and if we are
    unable to effectively manage these risks, they could impair our
    ability to expand our business abroad.
    
    fluctuations in currency exchange rates;
    difficulty in engaging and retaining distributors who are
    knowledgeable about and, can function effectively in, overseas
    markets;
    increased costs associated with maintaining marketing efforts in
    various countries;
    difficulty and cost relating to compliance with the different
    commercial and legal requirements of the overseas markets in
    which we offer our products;
    inability to obtain, maintain or enforce intellectual property
    rights; and  Our
    business depends substantially on the continuing efforts of our
    executive officers and our ability to maintain a skilled labor
    force, and our business may be severely disrupted if we lose
    their services.
    The
    products we sell are inherently risky and could give rise to
    product liability, product warranty claims and other loss
    contingencies, which could adversely affect our business and
    financial results.
    and/or and/or
 
  Our prospects for sales growth and profitability will be
    adversely affected if we have product replacement issues, or if
    we otherwise fail to maintain product quality and product
    performance at an acceptable cost.
 
 
   
 8




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##### Table of Contents



The
    failure to achieve acceptable manufacturing yields could
    adversely affect our business.
    From
    time to time we engage in related party transactions. There are
    no assurances that these transactions are fair to our
    company.
    We are
    dependent on a few single sourced third party manufacturers. Any
    interruption in our relationships with these parties may
    adversely affect our business.
    Our
    dependence on third party suppliers for key components of our
    devices could delay shipment of our products and reduce our
    sales.
   9




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Many
    of our customers have fluctuating budgets, which may cause
    substantial fluctuations in our results of
    operations.
    Our
    resources may be insufficient to manage the demands imposed by
    our growth.
    Decreased
    demand for electric vehicles could cause our products to become
    obsolete or lose popularity.
    
    continued development of product technology;
    the environmental consciousness of customers;
    the ability of electric vehicles to successfully compete with
    vehicles powered by internal combustion engines;
    widespread electricity shortages and the resultant increase in
    electricity prices, especially in our primary market,
    California, which could derail our past and present efforts to
    promote electric vehicles as a practical solution to vehicles
    which require gasoline; and
    whether future regulation and legislation requiring increased
    use of nonpolluting vehicles is enacted.    The
    failure of certain key suppliers to provide us with components
    could have a severe and negative impact upon our
    business.
   10




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Our
    success is heavily dependent on protecting our intellectual
    property rights.
      We may
    be exposed to liability for infringing intellectual property
    rights of other companies.
    Our
    officers and directors own a substantial portion of our
    outstanding common stock, which will enable them to influence
    many significant corporate actions and in certain circumstances
    may prevent a change in control that would otherwise be
    beneficial to our shareholders.
    Risks
    Relating Ownership of Our Securities
  If a
    public market for our common stock develops, we expect to
    experience volatility in the price of our common stock. This may
    result in substantial losses to investors if they are unable to
    sell their shares at or above their purchase
    price.
    
    our status as a company with a limited operating history and
    limited revenues to date, which may make risk-averse investors
    more inclined to sell their shares on the market more quickly
    and at greater discounts than would be the case with the shares
    of a seasoned issuer in the event of negative news or lack of
    progress;
    announcements of technological innovations or new products by us
    or our competitors;
    the timing and development of our products;
    general and industry-specific economic conditions;
    actual or anticipated fluctuations in our operating results; 11




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##### Table of Contents




    our capital commitments; and
    the loss of any of our key management personnel.    We do
    not anticipate paying any cash dividends in the foreseeable
    future, which may reduce your return on an investment in our
    common stock.
    Substantial
    future sales of our common stock in the public market may
    depress our stock price.
    Form S-8
    We may
    raise additional capital through a securities offering that
    could dilute your ownership interest and voting
    rights.
     12




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Our
    incorporation documents and Delaware law may inhibit a takeover
    that stockholders consider favorable and could also limit the
    market price of your stock, which may inhibit an attempt by our
    stockholders to change our direction or
    management.
    
    authorize our board of directors to determine the rights,
    preferences, privileges and restrictions granted to, or imposed
    upon, the preferred stock and to fix the number of shares
    constituting any series and the designation of such series
    without further action by our stockholders;
    prohibit stockholders from calling special meetings;
    prohibit cumulative voting in the election of directors, which
    would otherwise allow less than a majority of stockholders to
    elect director candidates;
    establish advance notice requirements for submitting nominations
    for election to the board of directors and for proposing matters
    that can be acted upon by stockholders at a meeting; and
    prohibit stockholder action by written consent, requiring all
    stockholder actions to be taken at a meeting of our stockholders.    We
    will be subject to the Penny Stock Rules once our common stock
    becomes eligible for trading. These rules may adversely affect
    trading in our common stock.
    No. 34-29093,
 13




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We
    will incur increased costs and compliance risks as a result of
    becoming a public company.
      Management
    will have substantial discretion over the use of the proceeds of
    this Offering and may not choose to use them
    effectively.
    Our
    management determined the Offering price of the Shares. There is
    a risk that the Shares will trade below your purchase
    price.
   14




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Following
    the effectiveness of our registration statement and listing of
    our securities on a stock market, our shares of common stock may
    be thinly traded, so you may be unable to sell at or near ask
    prices or at all if you need to sell your shares to raise money
    or otherwise desire to liquidate your shares.
    The
    market price for our Common Stock may be particularly volatile
    given our status as a relatively unknown company with a small
    and thinly traded public float, limited operating history and
    lack of profits which could lead to wide fluctuations in our
    share price. The price at which you purchase the Shares may not
    be indicative of the price of the Common Stock that will prevail
    in the trading market. You may be unable to sell your Shares at
    or above your purchase price, which may result in substantial
    losses to you.
    
    quarterly variations in our revenues and operating expenses;
    announcements of new products or services by us;
    fluctuations in interest rates;
    significant sales of our Common Stock;
    the operating and stock price performance of other companies
    that investors may deem comparable to us; and
    news reports relating to trends in our markets or general
    economic conditions.   15




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Our
    operating results may fluctuate significantly, and these
    fluctuations may cause our Common Stock price to
    fall.
    
    market acceptance of our products and those of our competitors;
    our ability to attract and retain key personnel;
    development of new designs and technologies; and
    our ability to manage our anticipated growth and expansion.  Shares
    eligible for future sale may adversely affect the
    market.
      We are
    responsible for the indemnification of our officers and
    directors, which could result in substantial
    expenditures.
    You
    will incur immediate and substantial dilution in the net
    tangible book value of the common stock you purchase, which
    could adversely affect the market price of our common
    stock.
    OFFERING
    PERIOD
     16




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SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS       USE OF
    PROCEEDS          At the


At 75%


At 50%


At 25%Maximum


Maximum


Maximum


MaximumOffering


Offering


Offering


OfferingLegal/Accounting Costs

$
100,000


$
100,000


$
100,000


$
100,000Working Capital


9,900,000



7,400,000



4,900,000



2,400,000Net Proceeds

$
9,900,000


$
7,400,000


$
4,900,000


$
2,400,000      17




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##### Table of Contents



DETERMINATION
    OF OFFERING PRICE    
    Our relatively short operating history;
    The proceeds to be raised by this offering;
    Our cash requirements; and
    The price that we believe a purchaser is willing to pay for our
    shares.     DILUTION         18




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##### Table of Contents



At the


At 75% of the


At 50% of the


At 25% of theMaximum


Maximum


Maximum


MaximumOffering


Offering


Offering


OfferingEffective price per share

$
1.98


$
1.97


$
1.96


$
1.92     Shares Purchased


Total Consideration


Average PriceMaximum

Number


Percentage


Number


Percentage


per ShareExisting stockholders


19,065,940



79.22
%

$
28,075,231



73.74
%

$
1.47New Investors


5,000,000



20.78
%

$
10,000,000



26.26
%

$
2.00Total


24,065,940



100.00
%

$
38,075,231



100.00
%

$
1.58   Shares Purchased


Total Consideration


Average PriceAt 75%

Number


Percentage


Amount


Percentage


per ShareExisting stockholders


19,065,940



83.56
%

$
28,075,231



78.92
%

$
1.47New Investors


3,750,000



16.44
%

$
7,500,000



21.08
%

$
2.00Total


22,815,940



100.00
%

$
35,575,231



100.00
%

$
1.56   Shares Purchased


Total Consideration


Average PriceAt 50%

Number


Percentage


Amount


Percentage


per ShareExisting stockholders


19,065,940



88.41
%

$
28,075,231



84.88
%

$
1.47New Investors


2,500,000



11.59
%

$
5,000,000



15.12
%

$
2.00Total


21,565,940



100.00
%

$
33,075,231



100.00
%

$
1.53   Shares Purchased


Total Consideration


Average PriceAt 25%

Number


Percentage


Amount


Percentage


per ShareExisting stockholders


19,065,940



93.85
%

$
28,075,231



91.82
%

$
1.47New Investors


1,250,000



6.15
%

$
2,500,000



8.18
%

$
2.00Total


20,315,940



100.00
%

$
30,575,231



100.00
%

$
1.50  19




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##### Table of Contents



CAPITALIZATION   
    June 30, 2008Pro Forma at


Pro Forma at


Pro Forma atAt Maximum


75% of the


50% of the


25% of thePro Forma


Offering


Maximum


Maximum


MaximumCash and cash equivalents

$
12,273,000


$
22,173,000


$
19,673,000


$
17,173,000


$
14,673,000Short term debt

$
958,000


$
958,000


$
958,000


$
958,000


$
958,000Pro forma stockholders equity:Pro forma common stock, $0.001 par value

$
48,141


$
53,141


$
51,891


$
50,641


$
49,391Pro forma additional paid in capital

$
29,712,000


$
39,607,000


$
37,108,000


$
34,609,000


$
32,111,000Retained earnings (deficit)

$
(14,767,000
)

$
(14,767,000
)

$
(14,767,000
)

$
(14,767,000
)

$
(14,767,000
)Total pro forma stockholders equity

$
14,993,000


$
24,893,000


$
22,393,000


$
19,893,000


$
17,393,000Total capitalization

$
15,951,000


$
25,851,000


$
23,351,000


$
20,851,000


$
18,351,000  20




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##### Table of Contents



SELLING
    SECURITY HOLDERS      and/or
    Number of





Number ofShares





SharesOwned


Number of


Owned


PercentageBefore


Shares Being


After


Owned AfterName of Selling Stockholder

Offering


Offered


Offering(1)


Offering(1)Mi Cha Shim


606,060



606,060



0



0Kyong Hee Koo


1,515,152



1,515,152



0



0Jong Han Kim


600,000



600,000



0



0Myung Ja Kim-Kwon


229,885



229,885



0



0Yoon Ja Han


229,885



229,885



0



0Choon Sun Cho


2,298,851



2,298,851



0



0Maddog Executive Services, LLC(2)


459,770



459,770



0



0Al Cordero


2,360,000



2,360,000



0



0Stu Aplin


25,000



25,000



0



0Immersive Media Corp.(3)


2,549,491



2,549,491



0



0Vision Opportunity Master Fund, Ltd.(4)


7,792,207



7,792,207



0



0Bruce F. Young and Christine A. Slowey


18,182



18,182



0



0Calvin A. Goodson


1,212



1,212



0



0Phillip A. Bounsall


3,000



3,000



0



0Lynne Zorse Katz


48,485



48,485



0



0Edgar Luna & Jennifer Nicoletti


6,060



6,060



0



0Clifford J. Broder


1,212



1,212



0



0Brett Zorse


90,909



90,909



0



0Lee E. Rudolph Jr. & Shaney B. Rudolph


60,606



60,606



0



0Kristopher D. Carney


15,000



15,000



0



0Debra & Robert Hart


6,000



6,000



0



0Frederick C. Young


4,200



4,200



0



0James M. Royce


2,000



2,000



0



0 21




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##### Table of Contents



Number of





Number ofShares





SharesOwned


Number of


Owned


PercentageBefore


Shares Being


After


Owned AfterName of Selling Stockholder

Offering


Offered


Offering(1)


Offering(1)Caren Montano


12,121



12,121



0



0Charles D. Slowey


2,000



2,000



0



0David D. Kim & Yulie K. Kim


6,061



6,061



0



0Eric S. Scaff(5)


1,212



1,212



0



0Gallin Chen


6,061



6,061



0



0Thomas Slowey and Maria Slowey


4,545



4,545



0



0Wayne Nelson


6,000



6,000



0



0Peter Kinash


2,500



2,500



0



0Cameron Brown


3,000



3,000



0



0Margarent V. Wourms


1,000



1,000



0



0Linda Whitehead


1,000



1,000



0



0Dwayne Sorobey


1,000



1,000



0



0Natasha Sorobey


1,000



1,000



0



0J. Roderick Matheson


6,000



6,000



0



0Solomon Chebib


15,000



15,000



0



0F. Garfield Anderson


10,000



10,000



0



0Thomas R. Hart


1,000



1,000



0



0Sandra Rivest


5,000



5,000



0



0Melissa Hart


1,000



1,000



0



0Harpreet Chico Dhuga


1,000



1,000



0



0Colleen Dhuga


1,000



1,000



0



0David Anderson


3,000



3,000



0



0Lisa Anderson


3,000



3,000



0



0Karen Tanaka


3,000



3,000



0



0Blanca R. Stahlman


1,213



1,213



0



0Marc J. Butler


20,000



20,000



0



0Dennis Chu


9,000



9,000



0



0Thomas J. Sachs


6,060



6,060



0



0Germaine Matheson


6,000



6,000



0



0Gord Bell


1,000



1,000



0



0Marilyn Handford


2,000



2,000



0



0Larry K. Goodman


1,000



1,000



0



0TOTAL


19,065,940



19,065,940



0



0     (1)
    
    Assumes that all shares including shares underlying warrants
    will be resold by the selling stockholders after this offering. 
  (2)
    
    The natural person with voting and dispositive powers for this
    stockholder is Jamie Lin. 
  (3)
    
    Includes 697,639 shares of common stock to be issued upon
    exercise of warrants. These securities were issued in a private
    placement of our securities that we completed on
    December 31, 2007. The natural person with voting and
    dispositive powers for this stockholder is David Anderson. 22




---



##### Table of Contents



(4)
    
    Includes 3,896,103 shares of common stock to be issued upon
    exercise of warrants. These securities were issued in a private
    placement of our securities that we completed on March 28,
    2008. The natural person with voting and dispositive powers for
    this stockholder is Adam Benowitz.(5)
    
    This stockholder is a registered representative of Omni
    Brokerage, Inc., a FINRA Member Firm. The stockholder acquired
    the shares in the ordinary course of business and at the time of
    the acquisition of the shares, the holder had no agreements or
    understandings, directly or indirectly, with any person to
    distribute the shares. PLAN OF
    DISTRIBUTION    Direct
    Offering
    Rule 3a4-1
  Rule 3a4-1
      
    They primarily perform, or intend to primarily perform at the
    end of the offering, substantial duties for or on behalf of T3
    Motion otherwise than in connection with the sale and
    distribution of the shares;
    They were not a broker or dealer, or an associated person of a
    broker or dealer, within the preceding twelve months; and
    The officers do not participate in selling and offering of
    securities for any issuer more than once every twelve months
    other than in reliance certain exemptions provided for under
    Rule 3a4-1(a)(4)(i)
    and (a)(4)(iii), except that for securities issued pursuant to
    Rule 415 under the Securities Act 1933, the twelve months
    shall begin with the last sale of any security included within
    one Rule 415 registration.   23




---



##### Table of Contents



Selling
    Stockholders Offering
  successors-in-interest
  
    ordinary brokerage transactions and transactions in which the
    broker-dealer solicits purchasers;
    block trades in which the broker-dealer will attempt to sell the
    shares as agent but may position and resell a portion of the
    block as principal to facilitate the transaction;
    purchases by a broker-dealer as principal and resale by the
    broker-dealer for its account;
    an exchange distribution in accordance with the rules of the
    applicable exchange;
    privately negotiated transactions;
    settlement of short sales entered into after the effective date
    of the registration statement of which this prospectus is a part;
    broker-dealers may agree with the Selling Stockholders to sell a
    specified number of such shares at a stipulated price per share;
    through the writing or settlement of options or other hedging
    transactions, whether through an options exchange or otherwise;
    a combination of any such methods of sale; or
    any other method permitted pursuant to applicable law.       24




---



##### Table of Contents



DESCRIPTION
    OF SECURITIES  Equity
    Securities
    Common
    Stock
   25




---



##### Table of Contents



Warrants
     INTERESTS
    OF NAMED EXPERTS AND COUNSEL     DESCRIPTION
    OF BUSINESS  Overview
    stand-up
   26




---



##### Table of Contents



Market
    and Industry Overview
          Law Enforcement.
  College and University Campuses.
  High Schools.
  Military and Government Agencies. and/or
  Airports.
 27




---



##### Table of Contents



Port Security.
  Private Security Companies.
  Manufacturing and Industrial Firms.
  Shopping Malls and Parking Patrol.
  Our
    Operations
       28




---



##### Table of Contents



Products
    and Services
  The T3
    Vehicle
  stand-up, 17-inch
  Power
    Modules
    Accessories
    Camera
    System
    Data
    License
    
    EMS/Disaster Planning  The ability to provide an
    interactive map for EMS use to understand and secure the area
    that has been breached.
    Local Security  The ability to have an interactive
    map of all areas patrolled (including secure areas) for internal
    training and security.
    Advertising  The data can be used to provide
    interactive tours of any area along with the ability to place or
    sell advertising in the mapped areas.  Future
    Products
   29




---



##### Table of Contents




    The T3i is our newly developed international model that is built
    on the existing T3 Series platform. It is intended for use in
    applications with extreme weather and environmental conditions
    such as extreme heat from sunlight, dusty or sandy environments.
    The T3i is currently in final stages of testing and will be
    released for the market in late 2008.
    The G3 is the newest product we are developing. The G3 is a
    rear-wheel drive, three-wheeled electric vehicle targeted for
    delivery services, personnel transport and heavy load pulling
    applications. The G3 is expected to be released for the market
    in the second half of 2009    Revenue
    from Products
    Percentageof TotalProduct

Revenues


RevenuesT3 Series

$
1,486,157



81.56
%Power Module

$
259,767



14.26
%Charger

$
34,860



1.91
%Accessories

$
22,583



1.24
%Parts

$
13,512



0.74
%Net, Freight/Discounts

$
4,890



0.27
%Warranty

$
500



0.02
%$
1,822,269



100.00
%     March 31,2008


2007Percent of





Percent ofProduct

Revenues


Revenues


Revenues


RevenuesT3 Series

$
1,299,363



86.50
%

$
230,896



86.26
%Power Module

$
169,165



11.26
%

$
21,120



7.89
%Accessories

$
5,835



0.39
%

$
14,415



5.39
%Parts

$
900



0.06
%






Net, Freight/Discounts

$
26,538



1.77
%

$
1,241



0.46
%Warranty

$
300



0.02
%






$
1,502,101



100.0
%

$
267,672



100.0
%   Research
    and Development
 
   
 30




---



##### Table of Contents



Growth
    Strategies and Marketing
  Growth
    Strategies
    
    Increase our leading presence in law
    enforcement.  We intend to build on our
    reputation as the personal mobility vehicle of choice by
    aggressively marketing towards the law enforcement community
    through trade shows and direct and indirect sales. We have
    identified the key accounts within our core market segments of
    Law Enforcement, Government and Security/Private Industry that
    will achieve our primary sales goals and objectives, including
    driving key regional market penetration, product recognition and
    brand presence.
    Capitalize on broader security
    opportunities.  Our success in the law
    enforcement market has had a viral effect and led to significant
    inbound demand for the T3 from other security markets, which
    hold equal, if not greater, potential. These markets include
    airports, events/promotions, government/military, shopping malls
    and university campuses. We believe we will generate significant
    interest in these markets with potentially significant orders
    over the next 12 to 24 months.
    Expand the T3 product line to address broader enterprise
    markets.  We intend to leverage the modularity
    of our sub-systems to configure additional vehicles that address
    the needs of the broader enterprise markets. These needs include
    delivery services, personnel transportation and personal
    mobility.
    Leverage brand into the consumer
    market.  As we extend our leading position in
    the law enforcement and security markets and continue to develop
    our brand name and reputation, we intend to leverage our strong
    brand to enter the consumer market for personal transportation.
    We have a robust product roadmap of consumer-focused vehicles
    that will utilize the same low-cost, high-quality component
    sourcing and sub-assembly.    
    Execute key customer trials.  We have
    successfully completed field trials in fiscal year 2007 with
    more than 30 customers. As a result we have sold over 500
    vehicles and shipped over 200 vehicles and have garnered
    interest from numerous customers for larger orders. Through our
    trials, we have fostered strategic relationships with
    influential customers across all market segments. For example,
    the use of the T3 Series vehicle by early adopters of the
    technology has led to interest from new emerging markets such as
    Emergency Medical Services, the Correctional Industry,
    Utility/Maintenance applications and
    high-profile/high-visibility national security accounts. By
    following our field trial strategy, management believes we will
    see continued success in both our core and emerging markets.
    Grow our partnering relationships with key security
    companies.  Currently, we have built
    relationships with national private security providers. In order
    to see continued success, we have marketed the T3 Series as an
    integrated security solution. This internal sales strategy has
    positioned our T3 Series as a premier solution due to its
    economical and environmentally-friendly benefits. In particular,
    it has led to additional trials of our T3 Series products with
    customers of these security providers. This strategy has lead to
    additional market penetration within the markets for property
    management, entertainment/sporting venues, retail department
    store chains and high-profile venues.
    Expand our distributors and manufacturing representatives
    nationwide.  T3 Motion has structured its
    distributors and manufacturing representatives base into
    six geographic regions within the United 31




---



##### Table of Contents



States as well as Canada and Mexico. Our sales force has a
    comprehensive qualification process that identified the top
    performing representative firms. Subsequently, we have put under
    contract the leading representative companies. Our coverage is
    approximately 80% of the key North American markets. We intend
    to have the remaining territories set up by the second quarter
    of 2008.  
    Expand our marketing and sales efforts
    globally.  We have positioned global sales
    offices in four geographic locations (US, Korea, China, and
    Europe). Included in our global expansion plans, we are
    developing service solutions for each geographic region to
    maintain our level of customer service.
    Expand our products.  We intend to add
    accessories to our T3 Series such as firearm/rifle mounts,
    trailer, license plate identification system, vehicle camera,
    helmets, clothing, first aid kits, emergency response kits,
    mirrors, lighting, etc. We plan to add additional vehicle lines.
    Using the core subsystems of our T3 Series, we plan to launch
    different versions of products targeting fleet usage in delivery
    and utility private industry markets. The G3 model is currently
    under development with an expected release to market in late
    2009.
    Leveraging T3 Brand.  We plan to
    leverage the strength of our brand and distribution channels to
    increase revenue opportunities to offer related products such as
    license plate recognition, global position tracking (commonly
    known as GPS), asset tracking, defibrillators,
    ballistic shields, tires, trailers and other related products.
    Increase our presence in high profile
    venues.  Our product has been present in some
    high profile venues such as the 2008 and 2007 Super Bowl, the
    2008 Daytona 500 and the 2008 NBA finals. We plan to continue to
    target high profile venues in order to increase our brand
    awareness.
    Increase residual income on current customer
    base.  We will offer additional services and
    products to our growing customer base such as extended
    warranties and service contracts for T3 Series after warranty
    periods have expired.  Marketing
    and Distribution
        Our
    Suppliers
   32




---



##### Table of Contents



Employees
    Intellectual
    Properties and Licenses
    Type

Name

Issued by

DescriptionTrademark



United State Patent and Trademark Office

Logo, brand name used on our productsTrademark



United State Patent and Trademark Office

Logo, brand name used on our productsTrademark

ENABLING PERSONAL MOBILITY

United State Patent and Trademark Office

Logo, brand name used on our products      33




---



##### Table of Contents



Current
    Customers
    Competition
          
    T3 evaluates the available budget from its customer, building
    the value of the product rather than price. For example, one
    packaged T3 is able to fulfill the clients needs for a
    multi-shift deployment related to competing products.
    T3 maintains a manufacturing process that holds lead times to a
    6-8 weeks timeframe.
    T3 has an in-field swappable power system that enables our
    clients to operate vehicles without downtime for charging. The
    sustainable engineering and design was specifically tailored for
    the professional end user in law enforcement and private
    security.  Principal
    Executive Offices
  (714) 619-3600. www.T3motion.com.
 LEGAL
    PROCEEDINGS   34




---



##### Table of Contents



MANAGEMENT   
    
 Name

Age

Positions Held:Ki Nam


48


Chief Executive Officer and ChairmanKelly J. Anderson


40


Executive Vice President, Chief Financial OfficerJason Kim


41


Chief Operations OfficerBrian Buccella


35


Vice President, Sales and MarketingKenneth Cao


42


Vice President, EngineeringCorey Smead


34


Corporate SecretaryDavid Snowden


64


DirectorSteven Healy


47


Director  
  Biographical
    Information
  Ki Nam,
  Kelly J. Anderson,
  Jason Kim
 
  Brian Buccella
 
 35




---



##### Table of Contents



Kenneth Cao
  Corey Smead,
  David Snowden (1986-2003), (1980-1986).
  Steven Healy
  Compensation
    Committee Interlocks and Insider Participation
    Involvement
    in Certain Legal Proceedings
   36




---



##### Table of Contents



DIRECTOR
    AND EXECUTIVE COMPENSATION  Overview
    Compensation
    Committee
  Committee
    Members and Independence
    Role
    of the Compensation Committee in Establishing
    Compensation
    Objectives
    of Our Compensation Program
    
    attract and retain talented senior management to ensure our
    future success; and
    structure a compensation program that appropriately rewards our
    executive officers for their skills and contributions to our
    company based on competitive market practice.  The
    Elements of Our Executive Compensation Program
    
    Base salary;
    Annual incentive compensation (discretionary bonuses); 37




---



##### Table of Contents




    Equity-based awards;
    Perquisites; and
    Other benefits.  Base Salary.
  Annual Incentive Compensation.
  Equity Compensation.
       38




---



##### Table of Contents



Perquisites.
  Other Benefits.
  Director
    Compensation
      Change inNon-


PensionEquity


Value andIncentive


NonqualifiedFees Earned








Plan


Deferredor Paid in


Stock





Compen-


Compensation


All OtherCash


Awards


Options


sation


Earnings


Compensation


TotalName

($)


($)


($)(2)


($)


($)


($)


($)Ki Nam


0



0




(1)











(1)David Snowden


20,000



0



10,127















30,127Steven Healy


10,000



0



6,036















16,036     (1)
    
    Mr. Nam was granted options to purchase
    1,000,000 shares of our common stock during the year ended
    December 31, 2007 for his services as an officer. Please
    see the table below.(2)
    
    The amounts shown in this column represent the dollar amount
    recognized for financial statement reporting purposes for the
    year ended December 31, 2007 with respect to stock options
    granted, as determined pursuant to SFAS 123(R). See
    Note 7 to the audited consolidated financial statements
    included in this annual report for a discussion of the relevant
    assumptions used in calculating grant date fair value pursuant
    to SFAS 123(R). 39




---



##### Table of Contents



Executive
    Compensation
    Executive
    Compensation  Summary Compensation
    Table:
  
 Stock

Option

All OtherSalary

Bonus

Awards

Awards

Compensation

TotalName and Principal Position

Year

($)(1)

($)(1)

($)

($)(2)

($)(3)

($)Ki Nam,


2007















426,667



37,000



463,667Chief Executive Officer


2006



















24,690



24,690and Chairman(4)Kelly J. Anderson,


























Executive Vice President,
    Chief Financial Officer(5)Jason Kim,


2007



156,025











346,354







502,379Chief Operations Officer


2006



61,346



2,000















63,346Neil Brooker,


2007



189,269











84,444



9,000



282,713Chief Designer(6)


2006



135,192



500











6,577



142,269Kenneth Cao,


2007



128,213











84,444







212,657VP Engineering


2006



87,896



2,000















89,896Brian Buccella,


2007



112,219











210,122







322,341VP Sales


2006



73,077



3,000















76,077  
    (1)
    
    Salary and bonuses for fiscal year 2006 for all employees,
    including our named executive officers, were paid from My
    Ventures, LLC, a corporation owned by our majority shareholder
    and Chief Executive Officer, Ki Nam. We reimbursed My Ventures
    for these payments monthly as they occurred.(2)
    
    The amounts shown in this column represent the dollar amount
    recognized for financial statement reporting purposes for the
    year ended December 31, 2007 with respect to stock options
    granted, as determined pursuant to SFAS 123(R). See Note 7
    to the audited consolidated financial statements included in
    this annual report for a discussion of the relevant assumptions
    used in calculating grant date fair value pursuant to SFAS
    123(R).(3)
    
    Perquisites and other personal benefits are valued at actual
    amounts paid to each provider of such perquisites and other
    personal benefits. The compensation earned represents the
    automobile allowance.(4)
    
    Commencing January 1, 2008, Mr. Nam will be drawing a
    salary.(5)
    
    Ms. Anderson was hired on March 17, 2008, and prior to
    her tenure, Mr. Kim was acting as CFO. 
  (6)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
  Employment
    Agreements
  change-in-control, change-in-control.
   40




---



##### Table of Contents



Plan-Based
    Awards During 2007
 
   
  
 Estimated Future Payouts Under Non-Equity Incentive Plan
    Awards


Estimated Future Payouts Under Equity Incentive Plan
    AwardsAll OtherStock


All OtherAwards:


Option


ExerciseNumber


Awards:


or Base


Grant Dateof Shares


Number of


Price of


Fair Valueof Stock


Securities


Option


of OptionThreshold


Target


Maximum


Threshold


Target


Maximum


or Units


Underlying


Awards


AwardsName

Grant Date


($)


($)


($)


(#)


(#)


(#)


(#)


Options (#)


($/Sh)


($/Sh)(2)Ki Nam


12/10/2007































1,000,000


$
0.77


$
960,000Kelly J. Anderson(1)










































Jason Kim


12/10/2007































1,000,000


$
0.60


$
950,000Neil Brooker(3)


12/10/2007































200,000


$
0.60


$
190,000Brian Buccella


12/10/2007































500,000


$
0.60


$
475,000Ken Cao


12/10/2007































200,000


$
0.60


$
190,000Corey Smead


12/10/2007































100,000


$
0.60


$
95,000  
    (1)
    
    Ms. Anderson commenced employment on March 17, 2008,
    and prior to her employment, Mr. Kim was acting CFO.(2)
    
    The grant date fair value is the value of awards granted in 2007
    as determined in accordance with FAS 123(R) disregarding
    that we recognizes the value of the awards for financial
    reporting purposes over the service period of the awards. 
  (3)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
    OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END
  
 Option Awards


Stock AwardsEquityIncentiveEquity














Equity


Plan Awards:Incentive Plan














Incentive


Market orAwards:











Market


Plan Awards:


Payout ValueNumber of


Number of


Number of








Number


Value of


Number of


of UnearnedSecurities


Securities


Securities








of Shares


Shares or


Unearned


Shares, UnitsUnderlying


Underlying


Underlying








or Units of


Units of


Shares, Units


or OtherUnexercised


Unexercised


Unexercised


Option


Option


Stock that


Stock that


or Other


Rights thatOptions (#)


Options (#)


Unearned


Exercise


Expiration


Have Not


Have Not


Rights that


Have NotName

Exercisable


Unexercisable


Options (#)


Price ($)


Date


Vested (#)


Vested ($)


Have Not Vested (#)


Vested ($)Ki Nam


444,444







555,556



.77



12/10/2017Kelly J. Anderson(1)


















Jason Kim


364,583







635,417



.60



12/10/2017Neil Brooker(2)


88,889







111,111



.60



12/10/2017Brian Buccella


221,181







278,819



.60



12/10/2017Ken Cao


88,889







111,111



.60



12/10/2017Corey Smead










100,000



.60



12/10/2017  
    (1)
    
    Ms. Anderson commenced employment on March 17, 2008,
    and prior to employment, Mr. Kim was acting CFO. 
  (2)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
 41




---



##### Table of Contents



Option
    Exercises and Stock Vested During Fiscal 2007
    
 Option Exercises and Stock VestedOption Awards


Stock AwardsNumber of Shares





Number of SharesAcquired


Value Realized


Acquired


Value Realizedon Exercise


on Exercise


on Vesting


on VestingName

(#)


($)


(#)


($)Ki Nam





$







$
Kelly J. Anderson(1)














Jason Kim














Neil Brooker(2)














Brian Buccella














Ken Cao














Corey Smead














  
    (1)
    
    Ms. Anderson commenced employment on March 17, 2008,
    and prior to her employment, Mr. Kim was acting CFO. 
  (2)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
  Option/SAR
    Grants in Last Fiscal Year.
    
 Percent ofNumber of Securities


Total Options/Underlying Options/SARs


SARs Granted to


Exercise or BaseName

Granted (#)


Employees in Year


Price ($/Share)


Expiration DateKi Nam


1,000,000



18.6
%


.77



12/10/2017Kelly J. Anderson(1)














Jason Kim


1,000,000



18.6
%


.60



12/10/2017Neil Brooker(2)


200,000



3.7
%


.60



12/10/2017Brian Buccella


500,000



9.3
%


.60



12/10/2017Kenneth Cao


200,000



3.7
%


.60



12/10/2017Corey Smead


100,000



1.9
%


.60



12/10/2017David Snowden


50,000



0.9
%


.60



12/10/2017Steven Healy


50,000



0.9
%


.60



12/10/2017  
    (1)
    
    Ms. Anderson commenced employment on March 17, 2008,
    and prior to her employment, Mr. Kim was acting CFO. 
  (2)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
 42




---



##### Table of Contents



Aggregated
    Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
    Option/SAR Values.
    
 Number of Securities


Value of UnexercisedUnderlying Unexercised


in-the-MoneyOptions/SARs


Options/SARsShares


Value


at Year-End (#)


at Year-End ($)Acquired on


Realized


Exercisable /


Exercisable /Name

Exercise (#)


($)


Unexercisable


Unexercisable570,833/


$
548,000/Ki Nam










429,167


$
412,000Kelly J. Anderson(1)














114,167/


$
108,458/Jason Kim










509,028


$
483,576284,375/


$
270,156/Neil Brooker(2)










85,833


$
81,542490,972/


$
466,424/Brian Buccella










215,625


$
204,844114,167/


$
108,458/Kenneth Cao










85,833


$
81,542Corey Smead










0/100,000


$
0/$95,00016,979/


$
16,130/David Snowden










33,021


$
31,37012,674/


$
12,040/Steven Healy










37,326


$
35,460  
    (1)
    
    Ms. Anderson commenced employment on March 17, 2008,
    and prior to her employment, Mr. Kim was acting CFO. 
  (2)
    
    Mr. Brooker resigned on August 1, 2008, effective
    August 15, 2008. 
    Potential
    Payments upon Termination or
    Change-In-Control
  change-in-control, change-in-control.
 43




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##### Table of Contents



EQUITY
    COMPENSATION PLAN INFORMATION
    Number of SecuritiesWeighted-Average


Remaining AvailableExercise Price of


for Future IssuanceNumber of Securities to be


Outstanding


Under EquityIssued Upon Exercise of


Options,


Compensation PlansOutstanding Options,


Warrants and


(Excluding SecuritiesPlan Category

Warrants and Rights


Rights


Reflected in Column (a))(a)


(b)


(c)Equity compensation plans approved by stockholders


5,391,500


$
0.63



2,058,500Equity compensation plans not approved by stockholders


697,639


$
1.081



Total


6,089,139







2,058,500  CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    
 Notes


RelatedReceivable/


Party


NotesAdvances(1)(2)


Payables(3)


Payable(4)2006 ActivityBorrowings

$
300,000


$
2,756,549


$
Interest accrued on balance of payables






34,195



Fixed asset contribution






276,471



Payments






(384,500
)


Conversion to equity






(994,000
)


Balance at December 31, 2006


300,000



1,688,715



Borrowings


2,024,563



4,174,205



2,000,000Interest accrued on balance of payables






62,573



Payments


(2,300,000
)


(3,562,224
)


Discount on debt










(485,897
)Conversion to equity






(1,673,279
)


Balance at December 31, 2007


24,563



689,990



1,514,103Payments


(3,000
)


(549,902
)


(1,000,000
)Discount on debt










303,685Borrowings


12,987







Balance at March 31, 2008

$
34,550


$
140,088


$
817,788  
  Advances
 
   
 44




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##### Table of Contents



Notes
    Receivable
 
   
  Related
    Party Payables
 
   
      Fixed
    Assets
    Notes
    Payable
    Equity
 
   
 45




---



##### Table of Contents



SECURITY
    OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS   
      
 Number of Shares of


Percent of Shares ofCommon Stock


Common StockName of Beneficial Owner and Address

Beneficially Owned(1)


Beneficially Owned(2)Ki Nam, Chairman and Chief Executive Officer


29,548,286
(3)


67.1
%(3)Kelly J. Anderson, Chief Financial Officer


Jason Kim, Chief Operations Officer


513,194



1.2
(4)Brian Buccella, Vice President, Sales and Marketing


295,486



*
(5)Kenneth Cao, Vice President, Engineering


118,611



*
(6)Immersive Media Corp.


2,549,491



5.8
%(7)Choon Sun Cho


2,298,851



5.3
%Vision Opportunity Master Fund, Ltd.


3,896,104



9.0
%(8)All Executive Officers and Directors as a Group (6 persons)


30,507,452



67.8
%(9)  
    *
    
    Less than 1%  (1)
    
    Under
    Rule 13d-3,
    a beneficial owner of a security includes any person who,
    directly or indirectly, through any contract, arrangement,
    understanding, relationship, or otherwise has or shares:
    (i) voting power, which includes the power to vote, or to
    direct the voting of shares; and (ii) investment power,
    which includes the power to dispose or direct the disposition of
    shares. Certain shares may be deemed to be beneficially owned by
    more than one person (if, for example, persons share the power
    to vote or the power to dispose of the shares). In addition,
    shares are deemed to be beneficially owned by a person if the
    person has the right to acquire the shares (for example, upon
    exercise of an option) within 60 days of the date as of
    which the information is provided. In computing the percentage
    ownership of any person, the amount of shares outstanding is
    deemed to include the amount of shares beneficially owned by
    such person (and only such person) by reason of these
    acquisition rights. As a result, the percentage of outstanding
    shares of any person as shown in this table does not necessarily
    reflect the persons actual ownership or voting power with
    respect to the number of shares of common stock actually
    outstanding. 
  (2)
    
    As of August 1, 2008, there were 43,427,428 common shares
    issued and outstanding. 
 
  (3)
    
    This number includes 27,155,230 shares of common stock held
    by The Nam Family Trust Dated
    02/17/07, Ki
    Nam and Yeong Hee Nam as Trustees. This number also includes
    900,000 shares of common stock held by Justin Nam, who is
    the son of this stockholder. Further, this number includes
    900,000 shares of common stock held by Michelle Nam, who is
    the daughter of this stockholder. These include
    593,056 shares subject to an option to purchase common
    stock. Thus, the percentage of common stock beneficially owned
    by Mr. Nam is based on a total of 44,020,484 shares of
    common stock. 
 
  (4)
    
    This number includes options to purchase 513,194 shares of
    common stock held by Mr. Kim. Thus, the percentage of
    common stock beneficially owned by Mr. Kim is based on a
    total of 43,940,622 shares of common stock. 
 46




---



##### Table of Contents



(5)
    
    This number includes options to purchase 295,486 shares of
    common stock held by Mr. Buccella. Thus, the percentage of
    common stock beneficially owned by Mr. Buccella is based on
    a total of 43,722,914 shares of common stock. 
 
  (6)
    
    This number includes options to purchase 118,611 shares of
    common stock held by Mr. Cao. Thus, the percentage of
    common stock beneficially owned by Mr. Cao is based on a
    total of 43,546,039 shares of common stock. 
 
  (7)
    
    This number includes warrants to purchase 697,639 shares of
    common stock held by Immersive Media Corp. Thus, the percentage
    of common stock beneficially owned by Immersive Media Corp. is
    based on a total of 44,125,067 shares of common stock. The
    address for Immersive Media Corp. is Immersive Media Corp. is
    224  15th Avenue SW, Calgary, AB T2R 0P7 Canada. 
 
  (8)
    
    This number excludes warrants to purchase 3,896,103 shares
    of common stock held by Vision Opportunity Master Fund which may
    not be exercised within 60 days of July 14, 2008. The
    address for Vision Opportunity Master Fund is 20 West 55th
    Street, Fifth Floor, New York, New York, 10019. 
 
  (9)
    
    This number includes options to purchase 1,552,222 shares
    of common stock held by the executive officers and directors.
    Thus, the percentage of common stock beneficially owned by the
    executive officers and directors is based on a total of
    44,979,650 shares of common stock. 
 47




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##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of the results of
    operations and financial condition of the Company for the year
    ended December 31, 2007 and the period from March 16,
    2006 (date of inception) through December 31, 2006 and for
    the three months ended March 31, 2008 and 2007 and should
    be read in conjunction with T3 Motions consolidated
    financial statements, and the notes to those consolidate
    financial statements that are included elsewhere in this
    Prospectus. Our discussion includes forward-looking statements
    based upon current expectations that involve risks and
    uncertainties, such as our plans, objectives, expectations and
    intentions. Actual results and the timing of events could differ
    materially from those anticipated in these forward-looking
    statements as a result of a number of factors, including those
    set forth under the Risk Factors, Cautionary Notice Regarding
    Forward-Looking Statements and Business sections in this
    Prospectus. We use words such as anticipate,
    estimate, plan, project,
    continuing, ongoing, expect,
    believe, intend, may,
    will, should, could, and
    similar expressions to identify forward-looking statements.
  OVERVIEW
  stand-up
    CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
      Concentrations
    of Credit Risk
  Cash
   48




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##### Table of Contents



Receivables
    Cash
    and Cash Equivalents
    Concentration
    of Risk
      Inventories
  work-in-process, first-in,
  Property
    and Equipment
    Intangible
    Property
   49




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##### Table of Contents



Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Revenue
    Recognition
  Revenue
    Recognition
          Stock
    Based Compensation
     50




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##### Table of Contents



Income
    Taxes
  Accounting for Income Taxes
  Loss
    Per Share
    Research
    and Development
    Advertising
    Commitments
    and Contingencies
  and/or
  Recent
    Accounting Pronouncements
  Disclosures about Derivative
    Instruments and Hedging Activities
 51




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##### Table of Contents



Fair Value
    Measurements No. FAS 157-2,
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115.
  Accounting for Uncertainty in Income Taxes-an interpretation
    of FASB Statement No. 109
    Business
    Segments
   52




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##### Table of Contents



RESULTS
    OF OPERATIONS
  For
    the Three Months Ended March 31, 2008 and
    2007:
    
 For the Three Months Ended March 31,2008


2007(unaudited)Revenues

$
1,502,101


$
267,672Cost of revenues


2,082,837



588,783Gross loss


(580,736
)


(321,111
)Operating expenses:Sales and marketing


444,482



222,080Research and development


280,187



190,188General and administrative


1,041,697



460,903Total operating expenses


1,766,366



873,171Loss from operations


(2,347,102
)


(1,194,282
)Other income (expense):Interest income


23,949



271Other income


49



Interest expense


(365,118
)


(17,047
)Total other income (expense), net


(341,120
)


(16,776
)Loss before provision for income tax


(2,688,222
)


(1,211,058
)Provision for income tax


800



800Net loss


(2,689,022
)


(1,211,858
)Other comprehensive loss:Foreign currency translation loss


(135
)


Comprehensive loss

$
(2,689,157
)

$
(1,211,858
)Net loss per share  basic and diluted

$
(0.07
)

$
(0.04
)Weighted average shares outstanding  basic and diluted


39,260,128



34,361,212  
  Revenues.
  Cost of revenues.
  Gross loss.
  Sales and marketing expense.
 53




---



##### Table of Contents



Research and development.
  General and administrative.
  Total other income (expense), net.
  Net Loss.
  LIQUIDITY
    AND CAPITAL RESOURCES
  and/or and/or
  and/or
    Cash
    Flows
  For
    the Three Months Ended March 31, 2008 and
    2007
   54




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##### Table of Contents



RESULTS
    OF OPERATIONS
    For the Period fromYear Ended


March 16, 2006 (DateDecember


of Inception) through31, 2007


December 31, 2006Revenues

$
1,822,269


$
Cost of revenues


3,928,525



Gross loss


(2,106,256
)


Operating expenses:Sales and marketing


1,724,779



Research and development


1,243,430



1,251,169General and administrative


3,454,496



2,215,460Total operating expenses


6,422,705



3,466,629Loss from operations


(8,528,961
)


(3,466,629
)Other income (expense):Interest income


3,239



826Other income


12,426



Interest expense


(63,136
)


(34,195
)Total other income (expense), net


(47,471
)


(33,369
)Loss before provision for income tax


(8,576,432
)


(3,499,998
)Provision for income tax


800



800Net loss


(8,577,232
)


(3,500,798
)Other comprehensive loss:Foreign currency translation loss


(777
)


Comprehensive loss

$
(8,578,009
)

$
(3,500,798
)Net loss per share  basic and diluted

$
(0.24
)

$
(0.12
)Weighted average shares outstanding  basic and diluted


35,223,795



30,126,980   Revenues.
 55




---



##### Table of Contents



Cost of revenues.
  Gross loss.
  Sales and marketing expense.
  Research and development.
  General and administrative.
  Total other income (expense), net.
  Net Loss.
  LIQUIDITY
    AND CAPITAL RESOURCES
  and/or and/or
   56




---



##### Table of Contents



and/or
    Cash
    Flows
  Year
    Ended December 31, 2007
          Contractual
    Obligations and Off-Balance Sheet Arrangements
  Contractual
    Obligations
   57




---



##### Table of Contents



Payments Due by PeriodTotal


Less than 1 Year


1-3 Years


3-5 Years


5 Years +In thousandsContractual Obligations :Bank Indebtedness

$



$



$



$



$
Other Indebtedness

$
2,000,000


$
2,000,000


$



$



$
Capital Lease Obligations

$



$



$



$



$
Operating Leases

$
1,604,000


$
386,000


$
669,000


$
549,000


$
Purchase Obligations

$



$



$



$



$
Total Contractual Obligations:

$
3,604,000


$
2,386,000


$
669,000


$
549,000


$
     Off-balance
    Sheet Arrangements
    Related
    Party Transactions
    Quantitative
    and Qualitative Disclosures about Market Risk
    Interest Rates.
  Comprehensive
    Income or Loss
   58




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##### Table of Contents



CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE   DESCRIPTION
    OF PROPERTY  Offices
    and Facilities
    Location

Principal Activities

Area (Sq. Meters)


Lease Expiration Date2990 Airway Ave., Costa Mesa, California 92626

Main Office and Manufacturing facility


33,520



August 31, 20122975 Airway Ave., Costa Mesa, California 92626

Research and Development, warehouse, and service facility


14,000



December 31, 2008     Year Ended December 31

Amount2008

$
371,0002009


366,0002010


299,0002011


309,0002012


240,000    MARKET
    FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         59




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##### Table of Contents



Dividends
    Restricted
    Offerings
    Number of


Number of


Number of


PercentageShares Owned


Shares Being


Shares Owned after


Owned afterName of Selling Stockholder

before Offering


Offered


Offering(1)


Offering(1)Mi Cha Shim


606,060



606,060



0



0Kyong Hee Koo


1,515,152



1,515,152



0



0Jong Han Kim


600,000



600,000



0



0Myung Ja Kim-Kwon


229,885



229,885



0



0Yoon Ja Han


229,885



229,885



0



0Choon Sun Cho


2,298,851



2,298,851



0



0Maddog Executive Services, LLC(2)


459,770



459,770



0



0Al Cordero


2,360,000



2,360,000



0



0Stu Aplin


25,000



25,000



0



0Immersive Media Corp.(3)


2,549,491



2,549,491



0



0Vision Opportunity Master Fund, Ltd.(4)


7,792,207



7,792,207



0



0Bruce F. Young and Christine A. Slowey


18,182



18,182



0



0Calvin A. Goodson


1,212



1,212



0



0Phillip A. Bounsall


3,000



3,000



0



0Lynne Zorse Katz


48,485



48,485



0



0Edgar Luna & Jennifer Nicoletti


6,060



6,060



0



0Clifford J. Broder


1,212



1,212



0



0Brett Zorse


90,909



90,909



0



0Lee E. Rudolph Jr. & Shaney B. Rudolph


60,606



60,606



0



0Kristopher D. Carney


15,000



15,000



0



0Debra & Robert Hart


6,000



6,000



0



0Frederick C. Young


4,200



4,200



0



0James M. Royce


2,000



2,000



0



0Caren Montano


12,122



12,122



0



0Charles D. Slowey


2,000



2,000



0



0David D. Kim & Yulie K. Kim


6,061



6,061



0



0Eric S. Scaff(5)


1,212



1,212



0



0Gallin Chen


6,061



6,061



0



0Thomas Slowey and Maria Slowey


4,545



4,545



0



0Wayne Nelson


6,000



6,000



0



0Peter Kinash


2,500



2,500



0



0Cameron Brown


3,000



3,000



0



0Margarent V. Wourms


1,000



1,000



0



0Linda Whitehead


1,000



1,000



0



0Dwayne Sorobey


1,000



1,000



0



0 60




---



##### Table of Contents



Number of


Number of


Number of


PercentageShares Owned


Shares Being


Shares Owned after


Owned afterName of Selling Stockholder

before Offering


Offered


Offering(1)


Offering(1)Natasha Sorobey


1,000



1,000



0



0J. Roderick Matheson


6,000



6,000



0



0Solomon Chebib


15,000



15,000



0



0F. Garfield Anderson


10,000



10,000



0



0Thomas R. Hart


1,000



1,000



0



0Sandra Rivest


5,000



5,000



0



0Melissa Hart


1,000



1,000



0



0Harpreet Chico Dhuga


1,000



1,000



0



0Colleen Dhuga


1,000



1,000



0



0David Anderson


3,000



3,000



0



0Lisa Anderson


3,000



3,000



0



0Karen Tanaka


3,000



3,000



0



0Blanca R. Stahlman


1,213



1,213



0



0Marc J. Butler


20,000



20,000



0



0Dennis Chu


9,000



9,000



0



0Thomas J. Sachs


6,060



6,060



0



0Germaine Matheson


6,000



6,000



0



0Gord Bell


1,000



1,000



0



0Marilyn Handford


2,000



2,000



0



0Larry K. Goodman


1,000



1,000



0



0TOTAL


19,065,940



19,065,940



0



0     (1)
    
    Assumes that all shares including shares underlying warrants
    will be resold by the selling stockholders after this offering. 
  (2)
    
    The natural person with voting and dispositive powers for this
    stockholder is Jamie Lin. 
  (3)
    
    Includes 697,639 shares of common stock to be issued upon
    exercise of warrants. These securities were issued in a private
    placement of our securities that we completed on
    December 31, 2007. The natural person with voting and
    dispositive powers for this stockholder is David Anderson.(4)
    
    Includes 3,896,103 shares of common stock to be issued upon
    exercise of warrants. These securities were issued in a private
    placement of our securities that we completed on March 28,
    2008. The natural person with voting and dispositive powers for
    this stockholder is Adam Benowitz.(5)
    
    This stockholder is a registered representative of Omni
    Brokerage, Inc., a FINRA Member Firm. The stockholder acquired
    the shares in the ordinary course of business and at the time of
    the acquisition of the shares, the holder had no agreements or
    understandings, directly or indirectly, with any person to
    distribute the shares. 61




---



##### Table of Contents



DISCLOSURE
    OF COMMISSION POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES    
    for any breach of their duty of loyalty to us or our
    stockholders;
    for acts or omissions not in good faith or which involve
    intentional misconduct or a knowing violation of law;
    for unlawful payment of dividend or unlawful stock repurchase or
    redemption, as provided under Section 174 of the Delaware
    General Corporation Law; or
    for any transaction from which the director derived an improper
    personal benefit.       62




---



##### Table of Contents



WHERE YOU
    CAN FIND MORE INFORMATION  Form S-1 (http://www.sec.gov)
   63




---



##### Table of Contents



T3
    MOTION, INC.
  FINANCIAL
    INFORMATION TABLE OF CONTENTS
  PageAUDITED CONSOLIDATED FINANCIAL STATEMENTSReport of Independent Registered Public Accounting Firm


F-1Consolidated Balance Sheets as of December 31, 2006 and 2007


F-2Consolidated Statements of Operations and Other Comprehensive
    Loss for the period from March 16, 2006 (date of inception)
    through December 31, 2006 and the year ended
    December 31, 2007


F-3Consolidated Statements of Changes in Stockholders
    (Deficit) Equity for the period from March 16, 2006 (date
    of inception) through December 31, 2006 and the year ended
    December 31, 2007


F-4Consolidated Statements of Cash Flows for the period from
    March 16, 2006 (date of inception) through
    December 31, 2006 and the year ended December 31, 2007


F-5Notes to Consolidated Financial Statements


F-6 - F-19UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSCondensed Consolidated Balance Sheets as of December 31,
    2007 and March 31, 2008 (unaudited)


F-20Condensed Consolidated Statements of Operations and Other
    Comprehensive Loss for the three months ended March 31,
    2007 and 2008 (unaudited)


F-21Condensed Consolidated Statements of Cash Flows for the three
    months ended March 31, 2007 and 2008 (unaudited)


F-22Notes to Condensed Consolidated Financial Statements (unaudited)


F-23 - F-29  64




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             KMJ
    CORBIN & COMPANY LLP
    F-1




---



##### Table of Contents



T3
    MOTION, INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
4,932,272


$
6,588Accounts receivable, net of reserves of $30,000 and $0,
    respectively


342,185



Related party receivable


24,563



300,000Inventories


1,219,094



289,707Prepaid expenses and other current assets


59,467



78,812Total current assets


6,577,581



675,107Property and equipment, net


1,005,863



441,295Deposits


44,782



Total assets

$
7,628,226


$
1,116,402LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,105,649


$
306,009Bank overdraft






252,221Accrued expenses


627,237



75,255Related party payables


689,990



1,688,715Related party note payable, net of debt discount


1,514,103



Total current liabilities


3,936,979



2,322,200Commitments and contingenciesStockholders equity (deficit):Common stock, $0.001 par value; 100,000,000 shares
    authorized; 39,131,685 and 33,921,212 shares issued and
    outstanding


39,132



33,921Additional paid-in capital


15,730,922



2,261,079Accumulated deficit


(12,078,030
)


(3,500,798
)Accumulated other comprehensive income:Foreign currency translation adjustments


(777
)


Total stockholders equity (deficit)


3,691,247



(1,205,798
)Total liabilities and stockholders equity (deficit)

$
7,628,226


$
1,116,402    F-2




---



##### Table of Contents



T3
    MOTION, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
    LOSS
  For the PeriodfromMarch 16,2006(Inception)Year Ended


throughDecember 31,


December 31,2007


2006Revenues

$
1,822,269


$
Cost of revenues


3,928,525



Gross loss


(2,106,256
)


Operating expenses:Sales and marketing


1,724,779



Research and development


1,243,430



1,251,169General and administrative


3,454,496



2,215,460Total operating expenses


6,422,705



3,466,629Loss from operations


(8,528,961
)


(3,466,629
)Other income (expense):Interest income


3,239



826Other income


12,426



Interest expense


(63,136
)


(34,195
)Total other income, net


(47,471
)


(33,369
)Loss before provision for income taxes


(8,576,432
)


(3,499,998
)Provision for income taxes


800



800Net loss


(8,577,232
)


(3,500,798
)Other comprehensive loss:Foreign currency translation loss


(777
)


Comprehensive loss

$
(8,578,009
)

$
(3,500,798
)Net loss per share:Basic

$
(0.24
)

$
(0.12
)Diluted

$
(0.24
)

$
(0.12
)Weighted average common shares outstanding:Basic


35,223,795



30,126,980Diluted


35,223,795



30,126,980    F-3




---



##### Table of Contents



T3
    MOTION, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS (DEFICIT) EQUITY
  NetCommon





Additional


Other





StockholdersStock





Paid-in


Comprehensive


Accumulated


(Deficit)Shares


Amount


Capital


Loss


Deficit


EquityBalance, March 16, 2006 (Date of Inception)


30,000,000


$
30,000


$
(29,000
)

$



$



$
1,000Issuance of common stock for notes receivable


909,090



909



299,091











300,000Capital contributed by the majority stockholder










1,000,000











1,000,000Conversion of related-party debt for shares of common stock


3,012,122



3,012



990,988











994,000Net loss


















(3,500,798
)


(3,500,798
)Balance, December 31, 2006


33,921,212



33,921



2,261,079







(3,500,798
)


(1,205,798
)Issuance of common stock for cash, net of issuance costs of
    $210,000


2,911,622



2,912



3,385,088











3,388,000Issuance of common stock for a note receivable


2,298,851



2,299



1,997,701











2,000,000Capital contributed by the majority stockholder










4,000,000











4,000,000Conversion of related-party debt to equity










1,673,279











1,673,279Value of warrants issued with debt










485,897











485,897Share-based compensation expense










1,927,878











1,927,878Foreign currency translation loss














(777
)






(777
)Net loss


















(8,577,232
)


(8,577,232
)Balance, December 31, 2007


39,131,685


$
39,132


$
15,730,922


$
(777
)

$
(12,078,030
)

$
3,691,247    F-4




---



##### Table of Contents



T3
    MOTION, INC.
  CONSOLIDATED
    STATEMENTS OF CASHFLOW
  For the PeriodfromMarch 16,2006(Inception)Year Ended


throughDecember 31,


December 31,2007


2006Cash flows from operating activities:Net loss

$
(8,577,232
)

$
(3,500,798
)Adjustments to reconcile net loss to net cash used in operating
    activities:Bad debt expense


30,000



Depreciation and amortization


191,736



51,178Warranty expense


410,795



Stock compensation expense


1,927,878



Changes in operating assets and liabilities:Accounts receivable


(372,185
)


Inventories


(929,387
)


(289,707
)Prepaid expenses and other current assets


19,345



(78,812
)Security deposits


(44,782
)


Accounts payable and accrued liabilities


688,606



633,485Net cash used in operating activities


(6,655,226
)


(3,184,654
)Cash flows from investing activities:Loans/advances to related parties


(24,563
)


Purchases of property and equipment


(756,304
)


(216,002
)Net cash used in investing activities


(780,867
)


(216,002
)Cash flows from financing activities:Notes payable from related parties


2,000,000



Loans/advances from related parties


4,236,778



2,790,744Payment of loans from related parties


(3,562,224
)


(384,500
)Proceeds from related party note receivable


2,300,000



Proceeds from the sale of common stock and contributions from
    stockholder


7,388,000



1,001,000Net cash provided by financing activities


12,362,554



3,407,244Effect of exchange rates on cash


(777
)


Net increase in cash and cash equivalents


4,925,684



6,588Cash and cash equivalents, beginning of period


6,588



Cash and cash equivalents, end of period

$
4,932,272


$
6,588Supplemental disclosure of cash flow information:Interest paid during the period

$



$
Income taxes paid during the period

$
800


$
800Supplemental disclosure of non cash investing and financing
    activities:Issuance of common stock for note receivable

$
2,000,000


$
300,000Fair value of stock warrants issued with debt

$
485,897


$
Transfer of property and equipment from related parties

$



$
276,471Conversion of related party debt to equity

$
1,673,279


$
994,000    F-5




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1 
    DESCRIPTION
    OF BUSINESS  Organization
  stand-up
    Going
    Concern
    and/or
  NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Use
    of Estimates
   F-6




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Foreign
    Currency Translation
    Concentrations
    of Credit Risk
  Cash
    Accounts
    Receivable
      Cash
    and Cash Equivalents
    Inventories
  work-in-process, first-in,
    Property
    and Equipment
   F-7




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Fair
    Value of Financial Instruments
    Revenue
    Recognition
  Revenue
    Recognition
         F-8




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Based Compensation
    Share-Based Payment,
    Income
    Taxes
  Accounting for Income Taxes
  Loss
    Per Share
    Research
    and Development
    Advertising
    Segments
    Recent
    Accounting Pronouncements
  Non-controlling
    Interests in Consolidated Financial Statements,
 F-9




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115.
  Fair Value Measurements
  Accounting for Uncertainty in Income Taxes-an interpretation
    of FASB Statement No. 109
  NOTE 3 
    INVENTORY    2007


2006Raw materials

$
1,033,680


$
289,707Work-in-process


60,892



Finished Goods


124,522



$
1,219,094


$
289,707  F-10




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 4 
    PROPERTY
    AND EQUIPMENT    2007


2006Office and computer equipment

$
150,791


$
44,967Demonstration vehicles


352,124



Manufacturing equipment


637,197



443,747Leasehold improvements


108,665



3,7591,248,777



492,473Less accumulated depreciation


(242,914
)


(51,178
)$
1,005,863


$
441,295     NOTE 5 
    INCOME
    TAXES    2007


2006Current:Federal

$



$
State


800



800Foreign






800



800Deferred:Federal


(2,228,726
)


(1,187,457
)State


(591,164
)


(305,575
)Foreign


(30,529
)


(2,850,419
)


(1,493,032
)Less change in valuation allowance


2,850,419



1,493,032$
800


$
800  F-11




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Taxes calculated at federal rate

$
(2,915,987
)

$
(1,189,999
)State tax, net of federal benefit


528



528Exclusion of certain meals and entertainment


1,170



308Foreign losses  not benefitted


34,600



Incentive stock options


638,725



Other, net


5,428



2,778Valuation allowance  federal


2,236,336



1,187,185Net deferred tax asset

$
800


$
800     2007


2006Accruals and reserves

$
202,523


$
17,628Basis difference in fixed assets


(60,426
)


(19,974
)Stock options


21,109



Net operating loss carryforward


4,180,245



1,495,3784,343,451



1,493,032Valuation allowance  federal


(4,343,451
)


(1,493,032
)Net deferred tax asset

$



$
     NOTE 6 
    EQUITY       F-12




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 7 
    STOCK
    OPTIONS AND WARRANTS  Common
    Stock Options
      Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Life


ValueOptions outstanding-August 15, 2007





$
Options granted


5,391,500



0.63Options exercised






Options cancelled






Total options outstanding  December 31, 2007


5,391,500


$
0.63



9.9


$
2,757,495Options exercisable  December 31, 2007


1,970,215


$
0.64



9.9


$
999,770Options vested and expected to vest 
    December 31, 2007


5,268,538


$
0.63



9.9


$
2,792,325Options available for grant under the Plan at December 31,
    2007


2,058,500     Options Outstanding


Options ExercisableWeightedAverage


Weighted





WeightedRemaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseExercise Prices

Shares


Life


Price


Shares


Price(In years)$0.60


4,391,500



9.9


$
0.60



1,525,771


$
0.60$0.77


1,000,000



9.9


$
0.77



444,444


$
0.775,391,500



9.9


$
0.63



1,970,215


$
0.64  F-13




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Summary
    of Assumptions and Activity
      Year EndedDecember 31,


December 31,2007


2006Expected term (in years)


5.0



N/AExpected volatility


114.00
%


N/ARisk-free interest rate


3.45
%


N/AExpected dividends






N/AForfeiture rate


2.80
%


N/AWeighted-average grant date fair value per share

$
0.95


$
N/AIntrinsic value of options exercised

$



$
N/AFair value of options vested

$
1,875,149


$
N/A      F-14




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Warrants
    Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Life


Value(In years)Warrants outstanding  January 1, 2007






Warrants granted


697,639


$
1.08Warrants exercised






Warrants cancelled






Warrants outstanding and exercisable 
    December 31, 2007


697,639


$
1.08



5.0


$
34,184   NOTE 8 
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
        Years EndingDecember 31,

Total2008

$
386,0002009


370,0002010


299,0002011


309,0002012


240,000$
1,604,000   Indemnities
    and Guarantees
   F-15




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warranties
        Beginning balance, January 1, 2007

$
Charged to cost of revenues


410,795Usage


(114,795
)Ending balance, December 31, 2007

$
296,000  F-16




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 9 
    RELATED
    PARTY TRANSACTIONS    Notes


RelatedReceivable/


Party


NotesAdvances


Payables


Payable2006 ActivityBorrowings

$
300,000


$
2,756,549


$
Interest accrued on balance of payables






34,195



Fixed asset contribution






276,471



Payments






(384,500
)


Conversion to equity






(994,000
)


Balance at December 31, 2006


300,000



1,688,715



Borrowings


2,024,563



4,174,205



2,000,000Interest accrued on balance of payables






62,573



Payments


(2,300,000
)


(3,562,224
)


Discount on debt










(485,897
)Conversion to equity






(1,673,279
)


Balance at December 31, 2007

$
24,563


$
689,990


$
1,514,103   Accounts
    Receivable
      Notes
    Receivable
    Related
    Party Payables
       F-17




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fixed
    Assets
    Notes
    Payable
    Equity
    NOTE 10  SUBSEQUENT
    EVENTS
    Form S-1
     F-18




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     F-19




---



##### Table of Contents



T3
    MOTION, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
5,775,028


$
4,932,272Accounts receivable, net of reserves of $25,000 and $30,000,
    respectively


746,008



342,185Related party receivable


34,550



24,563Inventories


1,193,829



1,219,094Prepaid expenses and other current assets


223,614



59,467Total current assets


7,973,028



6,577,581Property and equipment, net


1,131,881



1,005,863Intangible asset


1,000,000



Deposits


48,024



44,782Total assets

$
10,152,934


$
7,628,226LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,061,156


$
1,105,649Accrued expenses


1,001,117



627,237Related party payables


140,088



689,990Related party note payable, net of debt discount


817,788



1,514,103Total current liabilities


3,020,149



3,936,979Commitments and contingenciesStockholders equity:Common stock, $0.001 par value; 100,000,000 shares
    authorized; 43,027,789 and 39,131,685 shares issued and
    outstanding, respectively


43,028



39,132Additional paid-in capital


21,857,722



15,730,922Accumulated deficit


(14,767,053
)


(12,078,030
)Accumulated other comprehensive income:Foreign currency translation adjustments


(912
)


(777
)Total stockholders equity


7,132,785



3,691,247Total liabilities and stockholders equity

$
10,152,934


$
7,628,226    F-20




---



##### Table of Contents



T3
    MOTION, INC.
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    AND
 OTHER COMPREHENSIVE LOSS (UNAUDITED)
  
 Three Months Ended March 312008


2007Revenues

$
1,502,101


$
267,672Cost of revenues


2,082,837



588,783Gross loss


(580,736
)


(321,111
)Operating expenses:Sales and marketing


444,482



222,080Research and development


280,187



190,188General and administrative


1,041,697



460,903Total operating expenses


1,766,366



873,171Loss from operations


(2,347,102
)


(1,194,282
)Other income (expense):Interest income


23,949



271Other income


49



Interest expense


(365,118
)


(17,047
)Total other expense, net


(341,120
)


(16,776
)Loss before provision for income taxes


(2,688,222
)


(1,211,058
)Provision for income taxes


(800
)


(800
)Net loss


(2,689,022
)


(1,211,858
)Other comprehensive loss:Foreign currency translation loss


(135
)


Comprehensive loss

$
(2,689,157
)

$
(1,211,858
)Net loss per share:Basic

$
(0.07
)

$
(0.04
)Diluted

$
(0.07
)

$
(0.04
)Weighted average common shares outstanding:Basic


39,260,128



34,361,212Diluted


39,260,128



34,361,212  
   F-21




---



##### Table of Contents



T3
    MOTION, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOW
  For the Three Months Ended March 31,2008


2007(Unaudited)Cash flows from operating activities:Net loss

$
(2,689,022
)

$
(1,211,858
)Adjustments to reconcile net loss to net cash used in operating
    activities:Bad debt expense






5,000Depreciation and amortization


74,560



32,864Warranty expense


75,000



44,126Stock compensation expense


320,746



Amortization of debt discount


303,685



Changes in operating assets and liabilities:Accounts receivable


(403,822
)


(217,645
)Inventories


25,265



(374,651
)Prepaid expenses and other current assets


(164,147
)


(78,372
)Security deposits


(3,242
)


(36,674
)Accounts payable and accrued liabilities


254,386



68,750Net cash used in operating activities


(2,206,592
)


(1,768,460
)Cash flows from investing activities:Loans/advances to related parties


(9,987
)


(9,675
)Purchase of data license


(1,000,000
)


Purchases of property and equipment


(200,578
)


(137,411
)Net cash used in investing activities


(1,210,565
)


(147,086
)Cash flows from financing activities:Loans/advances from related parties






1,960,023Payment of loans/advances from related parties


(1,549,902
)


(498,567
)Proceeds from related party note receivable






300,000Proceeds from the sale of common stock and contributions from
    stockholder


5,809,950



198,000Net cash provided by financing activities


4,260,048



1,959,456Effect of exchange rates on cash


(135
)


Net increase in cash and cash equivalents


842,756



43,910Cash and cash equivalents, beginning of period


4,932,272



6,588Cash and cash equivalents, end of period

$
5,775,028


$
50,498Supplemental disclosure of cash flow information:Interest paid during the period

$
61,406


$
Income taxes paid during the period

$



$
    F-22




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
  NOTE 1 
    DESCRIPTION
    OF BUSINESS  Interim
    Unaudited Condensed Consolidated Financial
    Statements
    Going
    Concern
    and/or
  Use
    of Estimates
    Concentration
    of Risk
   F-23




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Revenue
    Recognition
  Revenue
    Recognition
          Intangible
    Property
    Fair
    Value of Financial Instruments
   F-24




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  Segments
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements No. FAS 157-2,
  NOTE 2 
    INVENTORY    March 31,


December 31,2008


2007(Unaudited)Raw materials

$
839,948


$
1,033,680Work-in-process


154,572



60,892Finished Goods


199,309



124,522$
1,193,829


$
1,219,094   NOTE 3 
    INCOME
    TAXES       F-25




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
      NOTE 4 
    LOSS
    PER SHARE    NOTE 5 
    EQUITY  Form S-1
     F-26




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
  NOTE 6 
    STOCK
    OPTIONS AND WARRANTS  Common
    Stock Options
    For the Three Months EndedMarch 31,2008


2007Stock compensation expense  cost of revenue

$
36,664


$
Stock compensation expense  operating expense


284,082



Total Stock compensation expense

$
320,746


$
     Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Life


ValueOptions outstanding  January 1, 2008


5,391,500


$
0.63Options granted


200,000



0.60Options exercised






Options cancelled






Total options outstanding  March 31, 2008


5,591,500


$
0.63



9.6


$
5,086,010Options exercisable  March 31, 2008


2,305,916


$
0.64



9.6


$
2,081,262Options vested and expected to vest  March 31,
    2008


5,462,938


$
0.63



9.6


$
4,965,162Options available for grant under the Plan at March 31, 2008


1,858,500     Options OutstandingWeightedAverage


WeightedRemaining


Average


Options ExercisableExercise


Number of


Contractual


Exercise


Number of


FairPrices


Shares


Life


Price


Shares


Value(In years)$
0.60



4,591,500



9.7


$
0.60



1,798,277


$
1,708,363$
0.77



1,000,000



9.7


$
0.77



507,639


$
487,3335,591,500



9.7


$
0.63



2,305,916


$
2,195,696    F-27




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Warrants
    Weighted-Weighted-


AverageAverage


Remaining


AggregateNumber of


Exercise


Contractual


IntrinsicShares


Price


Life


Value(In years)Warrants outstanding and exercisable  January 1,
    2008


697,639


$
1.08Warrants granted (see note 5)


4,016,103


$
1.61Warrants exercised






Warrants cancelled






Warrants outstanding and exercisable  March 31,
    2008


4,713,742


$
1.54



4.96


$
916,320   NOTE 7 
    COMMITMENTS
    AND CONTINGENCIES  Warranties
      and/or
 F-28




---



##### Table of Contents



T3
    MOTION, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)  (Continued)
    Beginning balance, January 1, 2008

$
296,000Charged to cost of revenues


75,000Usage


(32,754
)Ending balance, March 31, 2008

$
338,246  Indemnities and Guarantees
    NOTE 8 
    RELATED
    PARTY TRANSACTIONS            NOTE 9  SUBSEQUENT
    EVENTS
   F-29




---



##### Table of Contents





T3 MOTION, INC.
  24,065,940 SHARES
  COMMON STOCK
    PROSPECTUS
    ,
    2008




---



##### Table of Contents





PART II
  Item 13.
    Other
    Expenses of Issuance and Distribution.    AmountSEC registration fee

$
1,802.73
*Printing fees


10,000.00
*Legal fees


40,000.00
*Accounting fees and expenses


40,000.00
*Miscellaneous


20,000.00
*Total

$
111,802.73
*     *
    
    Estimates  Item 14.
    Indemnification
    of Directors and Officers.          Item 15.
    Recent
    Sales of Unregistered Securities.       II-1




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##### Table of Contents



Item 16.
    Exhibits.  
 3
.1

Amended and Restated Certificate of Incorporation, as currently
    in effect*3
.2

Bylaws of the registrant, as currently in effect*5
.1

Opinion of Richardson & Patel LLP**10
.1

2007 Stock Option/Stock Issuance Plan*10
.2

Standard Industrial/Commercial Multi-Tenant Lease between Land
    Associates Trust, E.C. Alsenz, Trustee and T3 Motion, Inc., for
    2990 Airway Avenue, Costa Mesa, CA 92626, dated
    February 14, 2007*10
.3

Rent Adjustment, Standard Lease Addendum between Land Associates
    Trust, E.C. Alsenz, Trustee and T3 Motion, Inc., for 2990
    Airway Avenue, Costa Mesa, CA 92626, dated February 14,
    2007*10
.4

Option to Extend, Standard Lease Addendum between Land
    Associates Trust, E.C. Alsenz, Trustee and T3 Motion, Inc.,
    for 2990 Airway Avenue, Costa Mesa, CA 92626, dated
    February 14, 2007*10
.5

Addendum to the Air Standard Industrial/Commercial Multi-Tenant
    Lease between Land Associates Trust, E.C. Alsenz, Trustee and T3
    Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626,
    dated February 14, 2007*10
.6

Standard Sublease Agreement between Delta Motors, LLC and T3
    Motion, Inc. for 2975 Airway Avenue, Costa Mesa, CA 92626, dated
    November 1, 2006*10
.7

Form of Distribution Agreement*10
.8

Director Agreement between David L. Snowden and T3 Motion, Inc.,
    dated February 28, 2007*10
.9

Director Agreement between Steven J. Healy and T3 Motion, Inc.,
    dated July 1, 2007*10
.10

Director Indemnification Agreement between Steven J. Healy and
    T3 Motion, Inc., dated July 1, 2007*10
.11

Securities Purchase Agreement between T3 Motion, Inc. and
    Immersive Media Corp., dated December 31, 2007*10
.12

Promissory Note issued to Immersive Media Corp., dated
    December 31, 2007* 
 II-2




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##### Table of Contents



10
.13

Common Stock Purchase Warrant issued to Immersive Media Corp.,
    dated December 31, 2007*10
.14

Investor Rights Agreement between T3 Motion, Inc. and Immersive
    Media Corp., dated December 31, 2007*10
.15

Securities Purchase Agreement between T3 Motion, Inc. and
    certain Purchasers, dated March 28, 2008*10
.16

Registration Rights Agreement between T3 Motion, Inc. and
    certain Purchasers, dated March 28, 2008*10
.17

Series A Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.18

Series B Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.19

Series C Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.20

Geoimmersive Image Data & Software Licensing Agreement
    dated July 9, 2008+21
.1

List of Subsidiaries*23
.1

Consent of KMJ Corbin & Company, LLP**23
.2

Consent of Richardson & Patel LLP (See
    Exhibit 5.1)24
.1

Power of Attorney (see signature page of this registration
    statement)  
   
  *
    
    Filed with the Companys Registration Statement on
    Form S-1 filed on May 13, 2008. 
 
 +
    
    Filed with the Companys Amendment No. 1 to the
    Registration Statement on Form S-1 filed on July 14,
    2008. 
 
 **
    
    Filed herewith 
  Item 17.
    Undertakings.                 II-3




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##### Table of Contents



II-4




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##### Table of Contents



SIGNATURES
 
  Form S-1 Form S-1
 
  T3 MOTION, INC.
  By:
    /s/  Ki
    Nam       
 Name

Title

Date/s/  Ki
    NamKi
    Nam

Chief Executive Officer
    and Chairman of the Board
    (Principal Executive Officer)

August 6, 2008/s/  Kelly
    AndersonKelly
    Anderson

Chief Financial Officer
    (Principal Accounting Officer)

August 6, 2008*David
    Snowden

Director

August 6, 2008*Steven
    Healy

Director

August 6, 2008*/s/  Kelly
    AndersonChief Financial Officer and Power of Attorney  
 II-5




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##### Table of Contents



EXHIBIT INDEX
  
 3
.1

Amended and Restated Certificate of Incorporation, as currently
    in effect*3
.2

Bylaws of the registrant, as currently in effect*5
.1

Opinion of Richardson & Patel LLP**10
.1

2007 Stock Option/Stock Issuance Plan*10
.2

Standard Industrial/Commercial Multi-Tenant Lease between Land
    Associates Trust, E.C. Alsenz, Trustee and T3 Motion, Inc., for
    2990 Airway Avenue, Costa Mesa, CA 92626, dated
    February 14, 2007*10
.3

Rent Adjustment, Standard Lease Addendum between Land Associates
    Trust, E.C. Alsenz, Trustee and T3 Motion, Inc., for 2990 Airway
    Avenue, Costa Mesa, CA 92626, dated February 14, 2007*10
.4

Option to Extend, Standard Lease Addendum between Land
    Associates Trust, E.C. Alsenz, Trustee and T3 Motion, Inc., for
    2990 Airway Avenue, Costa Mesa, CA 92626, dated
    February 14, 2007*10
.5

Addendum to the Air Standard Industrial/Commercial Multi-Tenant
    Lease between Land Associates Trust, E.C. Alsenz, Trustee and T3
    Motion, Inc., for 2990 Airway Avenue, Costa Mesa, CA 92626,
    dated February 14, 2007*10
.6

Standard Sublease Agreement between Delta Motors, LLC and T3
    Motion, Inc. for 2975 Airway Avenue, Costa Mesa, CA 92626, dated
    November 1, 2006*10
.7

Form of Distribution Agreement*10
.8

Director Agreement between David L. Snowden and T3 Motion, Inc.,
    dated February 28, 2007*10
.9

Director Agreement between Steven J. Healy and T3 Motion, Inc.,
    dated July 1, 2007*10
.10

Director Indemnification Agreement between Steven J. Healy and
    T3 Motion, Inc., dated July 1, 2007*10
.11

Securities Purchase Agreement between T3 Motion, Inc. and
    Immersive Media Corp., dated December 31, 2007*10
.12

Promissory Note issued to Immersive Media Corp., dated
    December 31, 2007*10
.13

Common Stock Purchase Warrant issued to Immersive Media Corp.,
    dated December 31, 2007*10
.14

Investor Rights Agreement between T3 Motion, Inc. and Immersive
    Media Corp., dated December 31, 2007*10
.15

Securities Purchase Agreement between T3 Motion, Inc. and
    certain Purchasers, dated March 28, 2008*10
.16

Registration Rights Agreement between T3 Motion, Inc. and
    certain Purchasers, dated March 28, 2008*10
.17

Series A Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.18

Series B Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.19

Series C Common Stock Purchase Warrant issued to Vision
    Opportunity Master Fund Ltd., dated March 28, 2008*10
.20

Geoimmersive Image Data & Software Licensing Agreement
    dated July 9, 2008+21
.1

List of Subsidiaries*23
.1

Consent of KMJ Corbin & Company, LLP**23
.2

Consent of Richardson & Patel LLP (See
    Exhibit 5.1)24
.1

Power of Attorney (see signature page of this registration
    statement)  
   
  *
    
    Filed with the Companys Registration Statement on Form S-1
    filed on May 13, 2008. 
 
  +
    
    Filed with the Companys Amendment No. 1 to the
    Registration Statement on Form S-1 filed on July 14,
    2008. 
 
  **
    
    Filed herewith