##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-QSB
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2006 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number: 0-27166
 XATA Corporation
 (Exact Name of Registrant as Specified in its Charter)
 Minnesota
    
    41-1641815(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
  
  (952) 707-5600
 
   þ o
  o þ
  o o þ
   o þ




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##### 



Index
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Balance Sheets as of June 30, 2006 and September 30, 2005
    
    4Statements of Operations for the Three and Nine Months Ended June 30, 2006 and 2005
    
    5Statements of Changes in ShareholdersEquity as of June 30, 2006 and September 30, 2005
    
    6Statements of Cash Flows for the Nine Months Ended June 30, 2006 and 2005
    
    7Notes to Financial Statements
    
    8Item 2. Managements Discussion and Analysis or Plan of Operation
    
    15Item 3. Controls and Procedures
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    23Item 3. Defaults upon Senior Securities
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    23Item 5. Other Information
    
    23Item 6. Exhibits
    
    23SIGNATURES
    
    24EXHIBITSCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 3




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##### Table of Contents



XATA CORPORATION
 
 BALANCE SHEETS
 June 30,
    
    
    September 30,2006
    
    
    2005ASSETSCurrent AssetsCash and cash equivalents
    
    $
    8,270,000
    
    
    $
    6,473,000Accounts receivable, less allowances for doubtful accounts
and sales returns of $375,000 and $315,000
    
    
    4,844,000
    
    
    
    7,812,000Inventories
    
    
    1,695,000
    
    
    
    1,257,000Deferred product costs
    
    
    3,706,000
    
    
    
    4,671,000Prepaid expenses
    
    
    343,000
    
    
    
    204,000Total current assets
    
    
    18,858,000
    
    
    
    20,417,000Equipment and leasehold improvements, net
    
    
    2,282,000
    
    
    
    1,085,000Deferred product costs, net of current portion
    
    
    2,163,000
    
    
    
    1,002,000Total assets
    
    $
    23,303,000
    
    
    $
    22,504,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesBank line of credit
    
    $
    
    
    
    $
    1,800,000Current portion of long-term obligations
    
    
    113,000
    
    
    
    Accounts payable
    
    
    2,513,000
    
    
    
    2,387,000Accrued expenses
    
    
    2,461,000
    
    
    
    2,171,000Deferred revenue
    
    
    6,730,000
    
    
    
    7,774,000Total current liabilities
    
    
    11,817,000
    
    
    
    14,132,000Long-term obligations, net of current portion
    
    
    91,000
    
    
    
    Deferred revenue, net of current portion
    
    
    6,276,000
    
    
    
    3,335,000Total liabilities
    
    
    18,184,000
    
    
    
    17,467,000Shareholders EquityPreferred stock, no par, 5,000,000 shares authorized:Series B, 4% convertible, 2,250,000 shares designated;
1,779,000 and 1,710,000 shares issued and outstanding
    
    
    4,579,000
    
    
    
    4,260,000Series C, convertible, 1,400,000 shares designated;
1,269,000 shares issued and outstanding
    
    
    4,845,000
    
    
    
    4,845,000Common stock, par value $0.01 per share; 25,000,000 shares
authorized; 7,954,000 and 7,549,000 shares issued and outstanding
    
    
    80,000
    
    
    
    76,000Additional paid-in capital
    
    
    23,133,000
    
    
    
    21,458,000Deferred stock based compensation
    
    
    (1,401,000
    )
    
    
    (1,007,000
    )Accumulated deficit
    
    
    (26,117,000
    )
    
    
    (24,595,000
    )Total shareholders equity
    
    
    5,119,000
    
    
    
    5,037,000Total liabilities and shareholders equity
    
    $
    23,303,000
    
    
    $
    22,504,000
  4




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XATA Corporation
 
 STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    7,447,000
    
    
    $
    4,865,000
    
    
    $
    22,288,000
    
    
    $
    13,719,000Costs and expensesCost of goods sold
    
    
    4,437,000
    
    
    
    2,494,000
    
    
    
    12,739,000
    
    
    
    7,382,000Selling, general and administrative
    
    
    2,784,000
    
    
    
    2,645,000
    
    
    
    8,476,000
    
    
    
    7,078,000Research and development
    
    
    880,000
    
    
    
    854,000
    
    
    
    2,447,000
    
    
    
    2,987,0008,101,000
    
    
    
    5,993,000
    
    
    
    23,662,000
    
    
    
    17,448,000Operating loss
    
    
    (654,000
    )
    
    
    (1,128,000
    )
    
    
    (1,374,000
    )
    
    
    (3,738,000
    )Non-operating incomeInterest income
    
    
    48,000
    
    
    
    16,000
    
    
    
    75,000
    
    
    
    58,000Other
    
    
    47,000
    
    
    
    13,000
    
    
    
    54,000
    
    
    
    27,00095,000
    
    
    
    29,000
    
    
    
    129,000
    
    
    
    85,000Net loss before income taxes
    
    
    (559,000
    )
    
    
    (1,099,000
    )
    
    
    (1,245,000
    )
    
    
    (3,653,000
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (559,000
    )
    
    
    (1,099,000
    )
    
    
    (1,245,000
    )
    
    
    (3,653,000
    )Preferred stock dividends
    
    
    (45,000
    )
    
    
    (43,000
    )
    
    
    (133,000
    )
    
    
    (125,000
    )Preferred stock deemed dividend
    
    
    (92,000
    )
    
    
    (58,000
    )
    
    
    (144,000
    )
    
    
    (167,000
    )Loss to common shareholders
    
    $
    (696,000
    )
    
    $
    (1,200,000
    )
    
    $
    (1,522,000
    )
    
    $
    (3,946,000
    )Loss per common share  basic and diluted:Loss to common shareholders
    
    $
    (0.09
    )
    
    $
    (0.17
    )
    
    $
    (0.21
    )
    
    $
    (0.55
    )Weighted average common and
common share equivalentsBasic and Diluted
    
    
    7,539,000
    
    
    
    7,262,000
    
    
    
    7,415,000
    
    
    
    7,188,000
  5




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##### Table of Contents



XATA CORPORATION
 
 STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 PERIODS ENDED JUNE 30, 2006 AND SEPTEMBER 30, 2005
 Series B
    
    Series C
    
    Additional
    
    DeferedCommon Stock
    
    Preferred Stock
    
    Preferred Stock
    
    Paid-In
    
    Stock-Based
    
    AccumulatedShares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Compensation
    
    Deficit
    
    TotalBalance, September 30, 2004
    
    
    7,254,000
    
    
    $
    73,000
    
    
    
    1,643,000
    
    
    $
    3,923,000
    
    
    
    
    
    
    $
    
    
    
    $
    19,499,000
    
    
    $
    (499,000
    )
    
    $
    (17,860,000
    )
    
    $
    5,136,000Common stock issued on exercise of options
    
    
    118,000
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    404,000
    
    
    
    
    
    
    
    
    
    
    
    405,000Issuance of restricted shares of common stock
    
    
    197,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,016,000
    
    
    
    (1,018,000
    )
    
    
    
    
    
    
    Amortization of deferred stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    435,000
    
    
    
    
    
    
    
    435,000Elimination of deferred compensation related to
terminated employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75,000
    )
    
    
    75,000
    
    
    
    
    
    
    
    Forfeiture of restricted shares of common stock
    
    
    (20,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    25,000Issuance of preferred stock and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,269,000
    
    
    
    4,426,000
    
    
    
    589,000
    
    
    
    
    
    
    
    
    
    
    
    5,015,000Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    67,000
    
    
    
    170,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (169,000
    )
    
    
    1,000Preferred stock deemed dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167,000
    
    
    
    
    
    
    
    419,000
    
    
    
    
    
    
    
    
    
    
    
    (586,000
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,980,000
    )
    
    
    (5,980,000
    )Balance, September 30, 2005
    
    
    7,549,000
    
    
    $
    76,000
    
    
    
    1,710,000
    
    
    $
    4,260,000
    
    
    
    1,269,000
    
    
    $
    4,845,000
    
    
    $
    21,458,000
    
    
    $
    (1,007,000
    )
    
    $
    (24,595,000
    )
    
    $
    5,037,000Common stock issued on exercise of options
    
    
    241,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    844,000
    
    
    
    
    
    
    
    
    
    
    
    846,000Issuance of restricted shares of common stock
    
    
    199,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    964,000
    
    
    
    (966,000
    )
    
    
    
    
    
    
    Amortization of deferred stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414,000
    
    
    
    
    
    
    
    414,000Elimination of deferred compensation related to
terminated employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,000
    )
    
    
    158,000
    
    
    
    
    
    
    
    Forfeiture of restricted shares of common stock
    
    
    (35,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    25,000Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    69,000
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,000
    )
    
    
    42,000Preferred stock deemed dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (144,000
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,245,000
    )
    
    
    (1,245,000
    )Balance, June 30, 2006
    
    
    7,954,000
    
    
    $
    80,000
    
    
    
    1,779,000
    
    
    $
    4,579,000
    
    
    
    1,269,000
    
    
    $
    4,845,000
    
    
    $
    23,133,000
    
    
    $
    (1,401,000
    )
    
    $
    (26,117,000
    )
    
    $
    5,119,000
  6




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##### Table of Contents



XATA Corporation
 
 STATEMENTS OF CASH FLOWS
  Nine Months EndedJune 30,2006
    
    
    2005Cash provided by (used in) operating activitiesNet loss
    
    $
    (1,245,000
    )
    
    $
    (3,643,000
    )Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Depreciation and amortization of equipment and leasehold improvements
    
    
    303,000
    
    
    
    190,000Issuance of warrants for services rendered
    
    
    25,000
    
    
    
    25,000Deferred compensation recognized
    
    
    414,000
    
    
    
    315,000Changes in assets and liabilities:Accounts receivable
    
    
    2,968,000
    
    
    
    1,959,000Inventories
    
    
    (438,000
    )
    
    
    (554,000
    )Deferred product costs
    
    
    (196,000
    )
    
    
    (2,048,000
    )Prepaid expenses
    
    
    (139,000
    )
    
    
    140,000Accounts payable
    
    
    126,000
    
    
    
    (32,000
    )Accrued expenses
    
    
    332,000
    
    
    
    53,000Deferred revenue
    
    
    1,897,000
    
    
    
    3,468,000Net cash provided by (used in) operating activities
    
    
    4,047,000
    
    
    
    (127,000
    )Cash used in investing activitiesPurchase of equipment and leasehold improvements
    
    
    (695,000
    )
    
    
    (417,000
    )Additions to software development costs
    
    
    (593,000
    )
    
    
    Net cash used in investing activities
    
    
    (1,288,000
    )
    
    
    (417,000
    )Cash provided by (used in) financing activitiesNet borrowings on bank line of credit
    
    
    200,000
    
    
    
    Net payments on bank line of credit
    
    
    (2,000,000
    )
    
    
    233,000Payments on long-term debt
    
    
    
    
    
    
    (251,000
    )Net
borrowings on long-term obligations
    
    
    49,000
    
    
    
    Net
payments on long-term obligations
    
    
    (57,000
    )Proceeds from options and warrants exercised
    
    
    846,000
    
    
    
    384,000Net cash provided by (used in) financing activities
    
    
    (962,000
    )
    
    
    366,000Increase (decrease) in cash and cash equivalents
    
    
    1,797,000
    
    
    
    (178,000
    )Cash and cash equivalentsBeginning
    
    
    6,473,000
    
    
    
    5,322,000Ending
    
    $
    8,270,000
    
    
    $
    5,144,000Supplemental disclosures of cash flow informationCash payments for interest
    
    $
    79,000
    
    
    $
    11,000Supplemental schedule of noncash investing and financing activitiesIssuance of restricted stock
    
    $
    966,000
    
    
    $
    1,018,000Preferred stock deemed dividends
    
    
    144,000
    
    
    
    168,000Deferred compensation for terminated employees
    
    
    158,000
    
    
    
    75,000Preferred stock dividends payable
    
    
    15,000
    
    
    
    15,000Preferred stock dividends paid
    
    
    175,000
    
    
    
    170,000Equipment purchased under capital lease
    
    
    212,000
    
    
    
    
  7




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##### Table of Contents



NOTES TO FINANCIAL STATEMENTS
 Note 1. Significant Accounting Policies
 Presentation
   Revenue Recognition
 Software Revenue Recognition Software Revenue Recognition with Respect to Certain Transactions Revenue Recognition in Financial
Statements
    8




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##### Table of Contents



Use of Estimates
  Cash Equivalents
  Concentration of Credit Risk
  Fair Value of Financial Instruments
  Inventories
  9




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##### Table of Contents



June 30,
    
    
    September 30,2006
    
    
    2005Raw materials and subassemblies
    
    $
    746,000
    
    
    $
    686,000Finished goods
    
    
    949,000
    
    
    
    571,000Total inventories
    
    $
    1,695,000
    
    
    $
    1,257,000
 Equipment and Leasehold Improvements
   June 30,
    
    
    September 30,2006
    
    
    2005Office furniture and equipment
    
    $
    2,487,000
    
    
    $
    1,661,000Engineering and manufacturing equipment
    
    
    561,000
    
    
    
    454,000Capitalized software development costs
    
    
    877,000
    
    
    
    285,000Leasehold improvements
    
    
    34,000
    
    
    
    59,0003,959,000
    
    
    
    2,459,000Less: accumulated depreciation and amortization
    
    
    (1,677,000
    )
    
    
    (1,374,000
    )Equipment and leasehold improvements, net
    
    $
    2,282,000
    
    
    $
    1,085,000
   Long-Lived Assets
  Product Warranties
   10




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##### Table of Contents



Shipping Costs
  Advertising Costs
  Research and Development Costs
 Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed
 Income taxes
 Accounting for
Income Taxes
 Stock-Based Compensation
 Accounting for Stock Issued to
Employees Accounting for Stock-Based Compensation
 Reclassifications
  11




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##### Table of Contents



Recently Issued Accounting Standards
 Share-Based Payment (Statement 123)
 Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Net loss to common shareholders, as reported
    
    $
    (696,000
    )
    
    $
    (1,200,000
    )
    
    $
    (1,522,000
    )
    
    $
    (3,946,000
    )Deduct: Total stock-based
employee compensation expense
determined under fair value based
methods for all awards, net of
related tax effects
    
    
    (1,000
    )
    
    
    (21,000
    )
    
    
    (61,000
    )
    
    
    (135,000
    )Pro forma net loss
    
    $
    (697,000
    )
    
    $
    (1,221,000
    )
    
    $
    (1,583,000
    )
    
    $
    (4,081,000
    )Basic and diluted net loss to common shareholders
per common shareAs reported
    
    $
    (0.09
    )
    
    $
    (0.17
    )
    
    $
    (0.21
    )
    
    $
    (0.55
    )Pro forma
    
    
    (0.09
    )
    
    
    (0.17
    )
    
    
    (0.21
    )
    
    
    (0.57
    )
 Shared-Based Payment, Accounting
for Stock-Based Compensation . Accounting for Stock Issued to Employees, Statement of Cash Flows.
 Note 2. Commitments
 Leases
   Reseller Commitment
  12




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##### Table of Contents



401(k) Plan
  Note 3. Bank Line of Credit
  Note 4. Loss Per Share
   Note 5. Shareholders Equity
 Common Stock
  Preferred Stock
  Series B
  13




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##### Table of Contents



Series C
  Restricted Stock Awards
   14




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##### Table of Contents



Common Stock Warrants
   Weighed-Average
    
    Weighted AverageDate
    
    Warrants Outstanding
    
    Exercise Price
    
    Remaining LifeJune 30, 2006
    
    
    1,028,000
    
    
    $
    3.44
    
    
    3.14 yearsSeptember 30, 2005
    
    
    1,019,000
    
    
    $
    3.43
    
    
    3.83 years
 
 Item 2. Managements Discussion and Analysis or Plan of Operation
  Overview
    
    
    Mobile two-way messaging and real-time vehicle location.
    
    Automation of DOT driver log requirements and state fuel tax reporting.
    
    Comprehensive vehicle and driver performance reporting.
    
    Efficient routing, trip optimization and stop activity scheduling.
    
    Diagnostic and accident data capture.
 15




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##### Table of Contents



XATANET Fleet Management System
      Onboard Hardware
  
 Driver Displays
  Wireless Communications
  16




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##### Table of Contents



Application Service Packages
  OpCenter Fleet Management System
     Critical Accounting Policies
  Revenue Recognition. Software Revenue Recognition Software Revenue Recognition with Respect to Certain Transactions Revenue Recognition in
Financial Statements
  17




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##### Table of Contents



Allowance for doubtful accounts and sales returns.
 Capitalized software development costs.
 Research and development costs. Accounting for the Costs of Computer Software Developed or Obtained for Internal Use
 18




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##### Table of Contents



Income taxes
 Results of Operations for the three and nine months ended June 30, 2006 and 2005
  Three Months Ended
    
    Nine Months EndedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Net sales
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Gross profit
    
    
    40
    %
    
    
    33
    %
    
    
    43
    %
    
    
    31
    %Selling, general and administrative
    
    
    37
    %
    
    
    38
    %
    
    
    38
    %
    
    
    36
    %Research and development
    
    
    12
    %
    
    
    18
    %
    
    
    11
    %
    
    
    22
    %Operating loss
    
    
    -9
    %
    
    
    -23
    %
    
    
    -6
    %
    
    
    -27
    %Net income (loss)
    
    
    -8
    %
    
    
    -23
    %
    
    
    -6
    %
    
    
    -27
    %
 Net Sales
     19




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##### Table of Contents



Cost of Goods Sold
   Selling, General and Administrative Expenses
   Research & Development Expenses
 .
  Non-operating Income (Expense)
  20




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##### Table of Contents



Income Taxes
  Net Income (Loss) to Common Shareholders
  Liquidity and Capital Resources
        21




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##### Table of Contents



Related Party Transactions
  
 Item 3. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting
   Forward-looking Statements
 This document includes forward-looking statements based on current expectations. Actual results
may differ materially. These forward-looking statements involve a number of risks and
uncertainties about us, our business, our customers, the economy and the business environment in
general. Risks and uncertainties about us include, but are not limited to, the following:
 
    
    although we expect to incur operating losses in the current fiscal year, these losses
may continue beyond the expected timeframe or in excess of the expected magnitude, and we
may be dependent upon external investment to support our operations during periods in which
we incur operating losses;
    
    we may be unable to adapt to technological change quickly enough to grow or to retain
our customer base;
    
    we will continue to be dependent upon positioning systems and communication networks
owned and controlled by others, and accordingly, their problems may adversely impact us;
    
    for the foreseeable future, we are dependent upon the continued receipt and fulfillment
of new orders for our current products;
    
    our growth and profitability depend on our timely introduction and market acceptance of
new products, our ability to continue to fund research and development activities, and our
ability to establish and maintain strategic partner relationships.
 You are encouraged to read more about the specific risks and uncertainties of our business. We
have described those that we currently consider most important in our report on Form 10-KSB for our
fiscal year ended September 30, 2005. We undertake no obligation to update our disclosures in this
regard.
 22




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##### Table of Contents








PART II. OTHER INFORMATION





Item 1. Legal Proceedings


None





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


In the nine months ended June 30, 2006, the Company issued 69,087 shares of Series B
Preferred Stock as a dividend on its outstanding Series B Preferred Stock (all of which is
held by Trident). No underwriter or placement agent was involved and there were no cash
proceeds from the issuances. The Company relied on the exemption from registration provided
by Section 4(2) of the Securities Act for these issuances.





Item 3. Defaults upon Senior Securities and Small Business Issuer Purchases of Equity
Securities


None





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


None





Item 5. Other Information


None





Item 6. Exhibits


Exhibit31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002


23



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##### Table of Contents



SIGNATURES
  Dated:  August 14, 2006
    XATA Corporation
(Registrant)by:
    /s/  Mark E. TiesMark E. TiesChief Financial Officer
(Signing as Principal Financial and Accounting
Officer, and as Authorized Signatory of Registrant) 24