##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
 Commission file number 1-10515
 JMAR Technologies, Inc.
  Delaware
    
    68-0131180(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 10905 Technology Place, San Diego, CA
    
    92127(Address of principal executive offices)
    
    (Zip code)
  (Former name, former address and former fiscal year, if changed since last report)
 Securities registered pursuant to Section 12(b) of the Act:Title of each class
    
    Name of each exchange on which registered
   
  o þ
 o þ
 þ o
 þ
  o o þ
 o þ
     EXPLANATORY NOTE
 This Form 10-K/A (Amendment No. 1) of JMAR Technologies, Inc. (JMAR or the Company) is being
filed solely for the purpose of filing the information required by Part III of the Annual Report on
Form 10-K within 120 days after the fiscal year end, pursuant to General Instruction G(3). No
other changes have been made to the Annual Report on Form 10-K filed by JMAR with the Securities
Exchange Commission on April 2, 2007.




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##### Table of Contents



TABLE OF CONTENTS
 PART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PRINCIPAL AUDITOR FEES AND SERVICESPART IVItem 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESIndex to ExhibitsEXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 2




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##### Table of Contents



PART III
 
 Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Directors
  Name of Nominee
    
    Age
    
    Principal Occupation
    
    Director SinceC. Neil Beer, Ph.D.
    
    
    72
    
    
    President and Chief
Executive Officer of the
Company
    
    
    1988Charles A. Dickinson
    
    
    84
    
    
    Chairman of the Board
    
    
    2001J.
Paul Gilman, Ph.D.
    
    
    54
    
    
    Director, Oak Ridge
Center for Advanced
Studies
    
    
    2005Barry Ressler
    
    
    66
    
    
    Chief Executive Officer
and Chairman of the
Board of Triton
Thalassic Technologies,
Inc.
    
    
    1994
 C. NEIL BEER, Ph.D.
 CHARLES A. DICKINSON
 3




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J. PAUL GILMAN, Ph.D.
 BARRY RESSLER 3 3
 4




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Executive Officers
  Name
    
    AGE
    
    PositionC.
Neil Beer, Ph.D.
    
    
    72
    
    
    President, Chief Executive Officer and Chief
Accounting OfficerI. Michael Sweatman
    
    
    71
    
    
    Chief Financial OfficerJohn P. Ricardi
    
    
    54
    
    
    Vice President, Sensor Products GroupDouglas Cheng
    
    
    60
    
    
    Vice President of Operations, Vermont OperationsRobert A. Selzer
    
    
    66
    
    
    Sr. V.P. of Technology, Vermont Operations
  C. NEIL BEER, Ph.D. 
 I. MICHAEL SWEATMAN
 JOHN P. RICARDI
 DOUGLAS CHENG
 5




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##### Table of Contents



ROBERT A. SELZER
 Corporate Governance Matters
  Independence Determination
   The Board and Board Committees
  Nominatingand CorporateBoard Member
    
    Audit
    
    Compensation
    
    GovernanceJ. Paul Gilman
    
    XCharles A. Dickinson
    
    Chair
    
    Chair
    
    XBarry Ressler
    
    
    
    X
    
    Chair
 6




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##### Table of Contents



The Audit Committee
 www.jmar.com
  §
    
    have the sole authority and responsibility to hire, evaluate and, where appropriate,
replace the independent auditors;§
    
    review with management and the independent auditors, the interim financial statements
and the Companys disclosures under Managements Discussion and Analysis of Financial
Condition and Results of Operations prior to the filing of the Companys Quarterly Reports
on Form 10-Q;§
    
    review with management and the independent auditors the financial statements to be
included in the Companys Annual Report on Form 10-K (or the annual report) including (a)
their judgment about the quality, not just acceptability, of the Companys accounting
principles, including significant financial reporting issues and judgments made in
connection with the preparation of the financial statements; (b) the clarity of the
disclosures in the financial statements; and (c) the Companys disclosures under
Managements Discussion and Analysis of Financial Condition and Results of Operations,
including critical accounting policies;§
    
    review and discuss with management and the independent auditors the Companys policies
with respect to risk assessment and risk management;§
    
    review and discuss with management and the independent auditors the Companys internal
controls, and the Companys disclosure controls and procedures and quarterly assessment of
such controls and procedures;§
    
    establish procedures for handling complaints regarding accounting, internal accounting
controls, and auditing matters, including procedures for confidential, anonymous submission
of concerns by employees regarding accounting and auditing matters; and§
    
    review and discuss with management and the independent auditors the adequacy and
effectiveness of the Companys legal, regulatory and ethical compliance programs.
 Audit Committee Member Qualifications:
 any
 The Compensation Committee
 www.jmar.com
 7




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##### Table of Contents



§
    
    review and approve all corporate goals and objectives relevant to the compensation of the Chief Executive Officer;§
    
    evaluate the performance of the Chief Executive Officer in light of approved corporate
goals, performance goals and objectives and determine his compensation level;§
    
    review and approve the compensation of the Companys executive officers;§
    
    review and approve all employment agreements, severance agreements or arrangements,
change in control agreements/provisions, and any special or supplemental benefits for each
executive officer;§
    
    approve, disapprove, modify or amend all non-equity plans designed and intended to
provide compensation primarily for officers;§
    
    make recommendations to the Board regarding adoption of compensation plans;§
    
    administer, modify or amend the stock option and other equity incentive plans; and§
    
    review and make recommendations to the Board on matters concerning the directors annual
retainer, as well as any other compensation programs for the directors, committee
chairpersons and committee members, consistent with any applicable requirements of the
Nasdaq listing standards.
 The Nominating and Corporate Governance Committee
 www.jmar.com
  §
    
    identify individuals qualified to be Board members consistent with criteria established by the Board;§
    
    recommend to the Board nominees for the next annual meeting of shareholders;§
    
    evaluate individuals suggested by shareholders;§
    
    review the performance of the Board on an annual basis;§
    
    develop and recommend to the full Board a set of corporate governance guidelines,
including policies furthering open communication among members of the Board, senior
management and outside advisors, requiring regular meetings of the independent directors in
executive session and requiring continuing education of directors in compliance with
applicable Nasdaq Rules. The Committee shall review such guidelines annually and recommend
any modifications thereto; and§
    
    periodically review all standing or any ad hoc committees and recommend to the full
Board, as appropriate, changes in number, function or composition of committees. In
evaluating candidates for nomination to committees of the Board, the Committee shall take
into account the applicable requirements for members of committees of boards of directors
under the Securities Exchange Act of 1934 and the Nasdaq listing standards.
 Code of Conduct
  8




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Compensation of Board of Directors
      Director Compensation Table
  FeesEarned orPaid inName
    
    Year
    
    Cash (1)
    
    Option Awards (2)
    
    All Other Compensation (3)
    
    TotalCharles A. Dickinson
    
    
    2006
    
    
    $
    9,500
    
    
    
    $13,525
    
    
    
    $37,000
    
    
    $
    60,025J. Paul Gilman
    
    
    2006
    
    
    $
    18,500
    
    
    
    $  3,948
    
    
    
    $13,000
    
    
    $
    35,448
 9




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FeesEarned orPaid inName
    
    Year
    
    Cash (1)
    
    Option Awards (2)
    
    All Other Compensation (3)
    
    TotalBarry Ressler
    
    
    2006
    
    
    
    $47,000
    
    
    
    $13,525
    
    
    
    $13,000
    
    
    
    $73,525Edward P. OSullivan II (4)
    
    
    2006
    
    
    
    $55,000
    
    
    
    $16,648
    
    
    
    $13,000
    
    
    
    $84,648Vernon H. Blackman (5)
    
    
    2006
    
    
    
    $18,000
    
    
    
    $ 9,773
    
    
    
    $ 6,000
    
    
    
    $33,773
 
 (1)
    
    Amounts shown represent fees earned or paid in cash for services as director in 2006.(2)
    
    Amounts shown for option awards reflect the dollar value recognized for financial
statement purposes for the fiscal year ended December 31, 2006 in accordance with Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment(FAS 123(R)). The costs for awards disregard adjustments for
forfeiture assumptions. The full grant date fair value of stock options granted to
Messrs. Dickinson, Gilman, Ressler and OSullivan during the fiscal year ended December
31, 2006 was $4,141 as computed in accordance with FAS 123(R). A discussion of the relevant
assumptions used in the valuation is contained in Note 12 to the Companys audited
consolidated financial statements for the fiscal year ended December 31, 2006 included in
Part II, Item 8 of the Companys Annual Report on Form 10-K filed with the SEC on April 2,
2007. As of December 31, 2006, the total number of stock options outstanding for each
director was as follows: Mr. Blackman (73,211), Mr. Dickinson (62,750), Dr. Gilman (20,000),
Mr. OSullivan II (41,750) and Mr. Ressler (97,750).(3)
    
    Amounts shown for All Other Compensation consist of the dollar value of shares of
common stock issued to directors in payment of meeting fees, quarterly retainers, monthly
Chairman fees and travel-related expenses. The amounts shown reflect the dollar value
recognized for financial statement purposes for the fiscal year ended December 31, 2006.(4)
    
    Mr. OSullivan resigned as a director effective on April 2, 2007.(5)
    
    Dr. Blackman resigned as a director effective on June 23, 2006. Section 16(a) Beneficial Ownership Reporting Compliance
 www.sec.gov www.jmar.com
 10




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Item 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  Compensation Philosophy and Objectives
    Components of 2006 Executive Compensation
  Base Salary
   11




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Long-Term Equity Incentive Awards
  12




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Perquisites, Personal Benefits and Other Compensation
  Severance Arrangements
  Stock Option Grant Timing and Price
  Pension Plans
  Tax Deductibility of Executive Compensation
  13




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REPORT OF THE COMPENSATION COMMITTEE
  COMPENSATION COMMITTEE/s/
    
    Charles A. DickinsonBarry Ressler
 14




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Summary Compensation Table
  Non-EquityOption
    
    Incentive Plan
    
    All OtherName and Position
    
    Year
    
    Salary(1)
    
    Bonus(2)
    
    Awards(3)
    

Compensation(2)
    
    Compensation(4)
    
    TotalC. Neil Beer (5)
President and Chief
Executive Officer
    
    
    2006
    
    
    $
    165,577
    
    
    $
    
    
    
    $
    48,322
    
    
    $
    
    
    
    $
    27,817
    
    
    $
    241,716Ronald A. Walrod (6)
Former President,
Chief Executive Officer
    
    
    2006
    
    
    $
    257,024
    
    
    $
    
    
    
    $
    26,118
    
    
    $
    
    
    
    $
    1,262
    
    
    $
    284,404Dennis E.
Valentine (7)
Former Chief Financial
Officer
    
    
    2006
    
    
    $
    179,327
    
    
    $
    
    
    
    $
    39,241
    
    
    $
    
    
    
    $
    1,684
    
    
    $
    220,252John P. Ricardi
Vice President,
Sensor Products
    
    
    2006
    
    
    $
    168,558
    
    
    $
    
    
    
    $
    22,178
    
    
    $
    
    
    
    $
    17,215
    
    
    $
    207,951Douglas Cheng
Vice President of
Operations
    
    
    2006
    
    
    $
    139,368
    
    
    $
    
    
    
    $
    23,947
    
    
    $
    
    
    
    $
    1,083
    
    
    $
    164,398Scott H. Bloom
(8)
Former Vice President;
General Manager of
Research Division
    
    
    2006
    
    
    $
    144,293
    
    
    $
    
    
    
    $
    22,738
    
    
    $
    
    
    
    $
    923
    
    
    $
    167,954
 
 (1)
    
    Amounts shown represent salary earned in 2006.(2)
    
    No amounts of discretionary bonuses or awards under non-equity incentive plans were earned or
paid in 2006.(3)
    
    Amounts shown for option awards reflect the dollar value recognized for financial statement
purposes for the fiscal year ended December 31, 2006 in accordance with FAS 123(R), including
amounts related to stock options granted in prior years that were unvested at January 1, 2006.
The costs for awards disregards adjustments for forfeiture assumptions, and the costs for
awards made prior to 2006 are determined in accordance with the modified prospective
transition method under FAS 123(R). A discussion of the relevant assumptions used in the
valuation is contained in footnote 12 to the Companys audited financial statements for the
fiscal year ended December 31, 2006 included in Part II, Item 8 of the Companys Annual Report
on Form 10-K filed with the SEC on April 2, 2007. Additional information regarding grants
awarded in 2006 is presented in the Grants of Plan Based Awards table below. Of the dollar
amounts included in this column, the following amounts are attributable
to options granted prior to 2006 which were unvested on January 1, 2006: Dr. Beer ($13,030),
Mr. Walrod ($26,118), Mr. Valentine ($35,106), Mr. Ricardi ($22,178), Mr. Cheng ($23,167) and
Dr. Bloom ($22,738). Also includes $780 for a restricted stock
award to Mr. Cheng granted in July, 2006. 15




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##### Table of Contents



(4)
    
    Amounts in this column consist of (i) matching contributions made by the Company under its
401(k) Plan to Messrs. Beer, Walrod, Valentine, Cheng and Bloom; (ii) life insurance premiums
paid by the Company on behalf of Messrs. Beer, Walrod, Valentine, Ricardi and Bloom; and (iii)
perquisites and other personal benefits or property the aggregate amount of which exceeds
$10,000 as to any named executive officer. Although the amounts of perquisites and other
personal benefits cannot be determined precisely, the Company has concluded that the aggregate
amount thereof does not exceed $10,000 for each of Mr. Walrod, Mr. Valentine, Mr. Cheng and
Dr. Bloom. Dr. Beer received the following types of personal benefits: reimbursement of
relocation costs and an auto allowance. Mr. Ricardi received the following types of personal
benefits: reimbursement of commuting expense and housing costs.(5)
    
    Dr. Beer was appointed President and Chief Executive Officer in April 2006.(6)
    
    Mr. Walrod ceased being an employee in April 2006.(7)
    
    Mr. Valentine ceased being an employee in March 2007.(8)
    
    Dr. Bloom ceased being an employee in August 2006. Grants of Plan-Based Awards
  All Other OptionAwards: Number of
    
    
    
    
    
    Grant Date FairSecurities
    
    Exercise Price of
    
    Value ofName
    
    Grant Date
    
    Underlying Options(1)
    
    Option Awards
    
Option Awards(2)C. Neil Beer
    
    
    4/12/06
    
    
    
    300,000
    
    
    $
    0.73
    
    
    $
    156,0007/19/06
    
    
    
    10,000
    
    
    $
    0.53
    
    
    $
    4,500Dennis E. Valentine
    
    
    1/7/06
    
    
    
    14,095
    
    
    $
    1.18
    
    
    $
    13,531
 
 (1)
    
    The options reported in this column were granted under the Companys 1999 Stock Option
Plan.(2)
    
    The grant date fair value is the value of awards granted in 2006 as determined in
accordance with FAS 123(R) disregarding that the Company recognizes the value of the awards
for financial reporting purposes over the service period of the awards. 16




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Outstanding Equity Awards at Fiscal Year-End (1)
  Number of Securities UnderlyingUnexercised Options (2)
    
    
    
    
    
    OptionOption Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    

Price($)
    
    Date(3)C. Neil Beer
    
    
    5,000
    
    
    
    
    
    
    
    2.625
    
    
    
    9/20/20075,000
    
    
    
    
    
    
    
    3.531
    
    
    
    7/8/20085,000
    
    
    
    
    
    
    
    2.4375
    
    
    
    8/7/200910,000
    
    
    
    
    
    
    
    1.75
    
    
    
    8/13/201010,000
    
    
    
    
    
    
    
    6.50
    
    
    
    8/11/201110,000
    
    
    
    
    
    
    
    3.73
    
    
    
    8/10/201210,000
    
    
    
    
    
    
    
    1.28
    
    
    
    12/6/201310,000
    
    
    
    
    
    
    
    1.36
    
    
    
    6/6/20141,000
    
    
    
    
    
    
    
    1.34
    
    
    
    10/10/2014500
    
    
    
    
    
    
    
    0.87
    
    
    
    12/12/2014500
    
    
    
    
    
    
    
    2.01
    
    
    
    2/20/2015750
    
    
    
    
    
    
    
    2.26
    
    
    
    4/9/20156,667
    
    
    
    3,333
    
    
    
    1.94
    
    
    
    6/25/20153,333
    
    
    
    6,667
    
    
    
    1.21
    
    
    
    6/24/2016
    
    
    
    300,000
    
    
    
    0.73
    
    
    
    4/12/2016
    
    
    
    10,000
    
    
    
    0.53
    
    
    
    7/19/2017Dennis E. Valentine
    
    
    30,000
    
    
    
    
    
    
    
    2.375
    
    
    
    1/29/200725,000
    
    
    
    
    
    
    
    2.25
    
    
    
    4/23/200721,600
    
    
    
    5,400
    
    
    
    2.9063
    
    
    
    2/6/20082,797
    
    
    
    
    
    
    
    2.9063
    
    
    
    4/20/20089,450
    
    
    
    4,050
    
    
    
    2.125
    
    
    
    2/12/20093,797
    
    
    
    
    
    
    
    2.0625
    
    
    
    5/24/200915,000
    
    
    
    
    
    
    
    4.563
    
    
    
    1/1/201010,000
    
    
    
    
    
    
    
    9.50
    
    
    
    2/18/201016,400
    
    
    
    6,100
    
    
    
    3.25
    
    
    
    1/1/201111,613
    
    
    
    
    
    
    
    3.87
    
    
    
    1/4/201120,000
    
    
    
    
    
    
    
    1.996
    
    
    
    6/14/201216,667
    
    
    
    33,333
    
    
    
    1.41
    
    
    
    2/11/201514,095
    
    
    
    
    
    
    
    1.18
    
    
    
    1/7/20166,558
    
    
    
    
    
    
    
    0.47
    
    
    
    5/15/200719,674
    
    
    
    
    
    
    
    0.43
    
    
    
    5/15/200713,116
    
    
    
    
    
    
    
    0.44
    
    
    
    5/15/200713,116
    
    
    
    
    
    
    
    0.41
    
    
    
    5/15/2007John P. Ricardi
    
    
    50,000
    
    
    
    
    
    
    
    1.02
    
    
    
    2/7/201316,667
    
    
    
    33,333
    
    
    
    1.41
    
    
    
    2/11/2015Douglas Cheng
    
    
    33,333
    
    
    
    16,667
    
    
    
    1.39
    
    
    
    10/8/2014
 17




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##### Table of Contents



(1)
    
    No executive officer had any unearned equity awards outstanding at December 31, 2006. The
majority of these options were granted under the Companys 1999 Stock Option Plan (Options).
The exercise price of the options reported above was equal to the fair market value of the
Companys Common Stock at the date of grant. The terms of each such option are determined by
the Compensation Committee of the Board of Directors. The exercise price and tax withholding
obligations related to exercise may be paid by delivery of already owned shares, subject to
certain conditions. The majority of these options contain a Reload Option feature whereby if
the optionee exercises the option in whole or in part using shares of Common Stock owned by
the optionee for at least six months, the Company shall grant to the optionee a new option to
purchase that number of shares equal to the shares transferred to the Company in payment of
the exercise price of the option. In addition, if the optionee exercises the option in whole
or in part with cash, the Company shall grant to the optionee a new option to purchase that
number of shares equal to the amount of cash paid divided by the market value of the Common
Stock on the date of exercise. In both cases, these Reload Options will have an exercise price
equal to the fair market value on the date of grant of the Reload Option and are not exercisable
until one year following the date of grant.(2)
    
    The majority of these options are incentive stock options and are exercisable in increments
of one-third each for the first three years after the date of grant.(3)
    
    The expiration date of each option normally occurs 10 years after the date of grant of each
option. Options which are unvested at the time of termination of optionees employment expire
at that time. Vested options also expire if not exercised within 60 days after termination of
optionees employment or one year following death of optionee if not exercised by optionees
personal representative. Vested options issued to directors expire one year following
resignation as a director. Option Exercises During Fiscal 2006
  Option AwardsNumber of Shares

Value RealizedAcquired on Exercise

on ExerciseName


(#)
    

($)Dennis
E. Valentine
    
    

    15,200(1)
    
    
    
    1,304.16(2)
 
 (1)
    
    Mr. Valentine exercised this option by delivery of
14,095 shares of Common Stock valued at $1.18 per share
(equal to the closing price of such stock on the date of
exercise).(2)
    
    Based on difference between market price on date of exercise
price ($1.18) and the exercise price ($1.0942). Potential Payments upon Termination or Change-in-Control
  Defined Benefit or Deferred Compensation Plans
  Employment Agreements
  18




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Compensation Committee Interlocks and Insider Participation
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Ownership of 5% or More of JMAR Common Stock
  Number of Shares of
    
    Percentage ofName and address of
    
    Common Stock
    
    Outstanding Common StockBeneficial Owner
    
    Beneficially Owned
    
    Beneficially OwnedLaurus Master Fund, Ltd.,
    
    4,584,571
    
    
    9.99%c/o Laurus Capital Management, LLC,825 Third Avenue, 14th Floor,New York, NY 10022
  Ownership of JMAR Common Stock by Management
  19




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##### Table of Contents



Number of Shares of
    
    Percentage ofCommon Stock
    
    Outstanding Common StockBeneficial Owner
    
    Beneficially Owned
    
    Beneficially OwnedCharles A. Dickinson (1)
    
    
    358,068
    
    
    
    (9
    )Dennis E. Valentine (2)
    
    
    305,476
    
    
    
    (9
    )C. Neil Beer (3)
    
    
    276,649
    
    
    
    (9
    )Barry Ressler (4)
    
    
    163,367
    
    
    
    (9
    )John P. Ricardi (5)
    
    
    83,333
    
    
    
    (9
    )J. Paul Gilman (6)
    
    
    71,338
    
    
    
    (9
    )Douglas Cheng (7)
    
    
    54,833
    
    
    
    (9
    )Ronald A. Walrod
    
    
    
    
    
    
    (9
    )Scott H. Bloom
    
    
    
    
    
    
    (9
    )All executive officers and
directors as a group (11 persons)
(8)
    
    
    1,410,465
    
    
    
    3.18
    %
 
 (1)
    
    Includes 61,217 shares held by Mr. Dickinsons wife. Includes 49,417 shares issuable upon
exercise of currently exercisable stock options.(2)
    
    Includes 272,879 shares issuable upon exercise of currently exercisable stock options and
warrants. Mr. Valentines employment with the Company terminated on March 16, 2007. As a
result of the termination of his employment, all 272,879 options will terminate on May 15,
2007 if not exercised by that date.(3)
    
    Includes 184,417 shares issuable upon exercise of currently exercisable stock options.(4)
    
    Includes 84,417 shares issuable upon exercise of currently exercisable stock options.(5)
    
    All shares are issuable upon exercise of currently exercisable stock options.(6)
    
    Includes 6,667 shares issuable upon exercise of currently exercisable stock options.(7)
    
    Includes 33,333 shares issuable upon exercise of currently exercisable stock options.(8)
    
    Includes 777,796 shares issuable upon exercise of currently exercisable stock options and
warrants.(9)
    
    Less than one percent. 20




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##### Table of Contents



Equity Compensation Plan Information
  Number of SharesNumber of Shares to be
    
    Weighted-Average
    
    Remaining Available forIssued Upon Exercise of
    
    Exercise Price of
    
    Future Issuance UnderPlan
    
    Outstanding Options and
    
    Outstanding Options and
    
    Equity CompensationCategory
    
    Warrants
    
    Warrants
    
    Plans (Excluding SharesReflected in Column (a))(a)
    
    (b)
    
    (c)Plans Approved by
Shareholders
    
    
    1,929,634
    
    
    $
    1.91
    
    
    
    2,378,821Plans Not Approved
by Shareholders
    
    
    900,135
    
    
    $
    1.40
    
    
    
    Total
    
    
    2,829,769
    
    
    $
    1.72
    
    
    
    2,378,821
 Summary Description of the Companys Equity Compensation Plans
  Shareholder Approved Plans:
 The 2006 Equity Incentive Plan
  The 1999 Stock Option Plan
  21




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##### Table of Contents



The 1991 Stock Option Plan
  Non-Shareholder Approved Plans and Individual Arrangements:
 Management Anti-Dilution Plan
  Research Division Warrant Plan
  2002 Research Division Plan
  Individual
Compensation Arrangements:
     22




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##### Table of Contents



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Certain Relationships And Related Transactions
        Policy and Procedures with Respect to Related Party Transactions
   23




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##### Table of Contents




    
    Employment compensation of executive officers of the Company, if the compensation is
required to be reported in the Companys proxy statement or would have been required to be
reported in the Companys proxy statement if the executive officer was a named executive
officer, and the Companys Compensation Committee approved (or recommended that the Board
approve) such compensation;
    
    Any director compensation if the compensation is required to be reported in the
Companys proxy statement; and
    
    Any transaction where the related persons interest arises solely from the ownership of
the Companys common stock and all holders of the Companys common stock received the same
benefit on a pro ratabasis (e.g. dividends).
 
 Item 14. PRINCIPAL AUDITOR FEES AND SERVICES
 Audit and Non-Audit Fees
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  24




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##### Table of Contents



Audit Committee Pre-Approval Policies and Procedures
   
 PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   25




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##### Table of Contents



JMAR TECHNOLOGIES, INC.Date: April 30, 2007
    
    By:
    
    /s/ C. Neil Beer

Chief Executive OfficerBy:
    
    /s/ I. Michael Sweatman

Chief Financial Officer
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##### Table of Contents



Index to Exhibits
 ExhibitNo.
    
    Description3.1
    
    Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 8,
2005 (Incorporated by reference to Exhibit 3.8 filed with the Companys Form 8-K filed December
13, 2005).3.2
    
    Bylaws and amendments thereto (Incorporated by reference to the exhibit filed with the Companys
Registration Statement on Form S-1 (No. 33-32446) filed on December 5, 1989 and amended on
January 30, 1990, March 30, 1990 and April 23, 1990, which Registration Statement became
effective May 11, 1990.)3.3
    
    Amendment to Bylaws adopted June 25, 2000 (Incorporated by reference to Exhibit 10.2 filed with
the Companys Form 10-Q for the quarter ended June 30, 2000).4.1
    
    Form of Common Stock Certificate (Incorporated by reference to the exhibit filed with the
Companys Registration Statement on Form S-1 (No. 33-47390) filed on April 22, 1992 and amended
November 23, 1992, January 11, 1993, January 27, 1993, February 9, 1993, February 11, 1993,
February 12, 1993 and declared effective on February 16, 1993).4.2
    
    Rights Agreement, dated as of February 12, 1999 between the Company and American Securities
Trust & Transfer, Inc., including the Certificate of Designations, the form of Rights
Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively
(Incorporated by reference to the exhibit filed with the Companys Form 8-A filed March 8,
1999).4.3(+)
    
    Form of Stock Option Agreement between the Company and the employees listed on attached schedule
(Incorporated by reference to Exhibit 4.3 filed with the Companys Form 10-K for the year ended
December 31, 2002).4.4(+)
    
    Stock Option Agreement, dated October 14, 2002, between the Company and Ronald A. Walrod
(Incorporated by reference to Exhibit 4.4 filed with the Companys Form 10-K for the year ended
December 31, 2002).4.5
    
    Common Stock Purchase Warrant for 300,000 shares dated March 14, 2003 issued to Laurus Master
Fund, Ltd (Laurus) in connection with the issuance of Series A Preferred Stock and Series B
Preferred Stock (Incorporated by reference to Exhibit 4.1 filed with the Companys Form 8-K
filed March 17, 2003).4.6
    
    Common Stock Purchase Warrant for 400,000 shares dated March 21, 2003 issued to Laurus in
connection with $3 million receivables financing facility (Incorporated by reference to Exhibit
4.8 filed with the Companys Form 10-K for the year ended December 31, 2002).4.7
    
    Amendment, dated April 28, 2003, between Laurus Master Fund, Ltd. and the Company (Incorporated
by reference to Exhibit 4.1 filed with the Companys Form 8-K filed May 1, 2003).4.8
    
    Common Stock Purchase Warrant for 150,000 shares dated September 30, 2003 issued to Laurus in
connection with the issuance of Series C Preferred Stock (Incorporated by reference to Exhibit
4.11 filed with the Companys Form S-3 filed November 5, 2003).4.9
    
    Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions and
Relative Rights of Series F Convertible Preferred Stock, $0.01 Par Value Per Share (Incorporated
by reference to Exhibit 4.14 filed with the Companys Form S-3 filed February 9, 2004).4.10
    
    Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions and
Relative Rights of Series G Convertible Preferred Stock, $0.01 Par Value Per Share (Incorporated
by reference to Exhibit 4.15 filed with the Companys Form S-3 filed February 9, 2004).4.11
    
    Certificate to set forth Designations, Voting Powers, Preferences, Limitations, Restrictions and
Relative Rights of Series H Convertible Preferred Stock, $0.01 Par Value Per Share (Incorporated
by reference to Exhibit 4.16. filed with the Companys Form S-3 filed February 9, 2004).
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##### Table of Contents



ExhibitNo.
    
    Description4.12
    
    Common Stock Purchase Warrant for 200,000 shares dated December 17, 2003 issued to Laurus in
connection with the issuance of Series D Preferred Stock (Incorporated by reference to Exhibit
4.12 filed with the Companys Form S-3 filed January 16, 2004).4.13
    
    Common Stock Purchase Warrant for 90,000 shares dated January 7, 2004 issued to Laurus in
connection with the issuance of Series E Preferred Stock (Incorporated by reference to Exhibit
4.13 filed with the Companys Form S-3 filed January 16, 2004).4.14
    
    Common Stock Purchase Warrant for 100,000 shares dated January 7, 2004 issued to Laurus in
connection with the amendment of the Convertible Notes (Incorporated by reference to Exhibit
4.14 filed with the Companys Form S-3 filed January 16, 2004).4.15
    
    Common Stock Purchase Warrant for 50,000 shares dated February 5, 2004 issued to Laurus in
connection with the issuance of Series F Preferred Stock (Incorporated by reference to Exhibit
4.17 filed with the Companys Form S-3 filed February 9, 2004).4.16
    
    Common Stock Purchase Warrant for 50,000 shares dated February 5, 2004 issued to Laurus in
connection with the issuance of Series G Preferred Stock (Incorporated by reference to Exhibit
4.18 filed with the Companys Form S-3 filed February 9, 2004).4.17
    
    Common Stock Purchase Warrant for 100,000 shares dated February 5, 2004 issued to Laurus in
connection with the issuance of Series H Preferred Stock (Incorporated by reference to Exhibit
4.19 filed with the Companys Form S-3 filed February 9, 2004).4.18
    
    Form of Warrant, dated as of January 25, 2005, issued to the assignees of PointSource
Technologies, LLC (Incorporated by reference to Exhibit 4.3 filed with the Companys Form S-3
filed February 9, 2005).4.19
    
    Form of Warrant, dated February 1, 2005, issued to Portside Growth & Opportunity Fund,
Smithfield Fiduciary LLC, Bluegrass Growth Fund, LP, Bluegrass Growth Fund, Ltd., and Laurus
Master Fund, Ltd (Incorporated by reference to Exhibit 10.3 filed with the Companys Form 8-K
filed February 7, 2005).4.20
    
    Form of Warrant issued to affiliates of Source Capital Group, Inc. (Incorporated by reference to
Exhibit 4.6 filed with the Companys Form S-3 filed February 9, 2005).4.21
    
    Common Stock Purchase Warrant for 50,000 shares dated July 1, 2005 issued to Dian Griesel,
President of The Investor Relations Group, as compensation for investor and public relations
services (Incorporated by reference to Exhibit 4.1 filed with the Companys Form 10-Q for the
quarter ended September 30, 2005).4.22
    
    Common Stock Purchase Warrant for 375,000 shares dated December 22, 2005 issued to Laurus in
connection with the cancellation of Series E Convertible
Preferred Stock (Incorporated by reference to Exhibit 4.22 filed
with the Companys Form 10-K for the year ended
December 31, 2005).4.23
    
    Form of Warrant dated December 28, 2005 and January 4, 2006 issued to Nite Capital LP, Cranshire
Capital, L.P., Whalehaven Capital Fund Limited, Iroquois Master Fund, Ltd., Hudson Bay Fund,
L.P., Jeffrey Benton, Capital Ventures International, Double U Master Fund LP, Monarch Capital
Fund Ltd, Ronald A. Durando, Gustave T. Dotoli, CGA Resources, LLC, Smithfield Fiduciary, LLC
and Portside Growth & Opportunity Fund (Incorporated by reference to Exhibit 10.3 filed with the
Companys Form 8-K filed January 4, 2006).10.1(+)
    
    The Companys 1991 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10. filed
with the Companys Proxy Statement for the 1996 Annual Meeting of Shareholders).10.2(+)
    
    The Companys Amended and Restated 1999 Stock Option Plan (Incorporated by reference to Exhibit
10. filed with the Companys Proxy Statement for the 2002 Annual Meeting of Shareholders).10.3(+)
    
    Agreement dated September 16, 2002 between the Company and John S. Martinez (Incorporated by
reference to Exhibit 10.1 filed with the Companys Form 10-Q for the quarter ended September 30,
2002).10.4(+)
    
    Employment Agreement between the Company and Ronald A. Walrod, dated October 14, 2002
(Incorporated by reference to Exhibit 10.2 filed with the Companys Form 8-K filed October 15,
2002).10.5
    
    Purchase and Security Agreement dated March 21, 2003 between the Company, JMAR Research, Inc.,
JMAR/SAL NanoLithography, Inc., JSI Microelectronics, Inc. and JMAR Precision Systems, Inc., and
Laurus Master Fund, Ltd. (Incorporated by reference to Exhibit 10.11 filed with the Companys
Form 10-K for the year ended December 31, 2002)
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##### Table of Contents



ExhibitNo.
    
    Description10.6
    
    Secured Promissory Note, dated July 18, 2003, executed by Chandu Vanjani in favor of the Company
in the principal amount of $150,000 (Incorporated by reference to Exhibit 10.1 filed with the
Companys Form 8-K filed July 31, 2003).10.7
    
    Secured Promissory Note, dated July 18, 2003, executed by Veena Kaul in favor of the Company in
the principal amount of $100,000 (Incorporated by reference to Exhibit 10.2 filed with the
Companys Form 8-K filed July 31, 2003).10.89(+)
    
    Form of Indemnification Agreement entered into between the Company and each of the members of
its Board of Directors (Incorporated by reference to Exhibit 10.9 filed with the Companys Form
10-K for the year ended December 31, 2004).10.9(+)
    
    Form of Indemnification Agreement entered into between the Company and each of its executive
officers (Incorporated by reference to Exhibit 10.10 filed with the Companys Form 10-K for the
year ended December 31, 2004).10.10
    
    Securities Purchase Agreement, dated as of January 25, 2005, between the Company and PointSource
Technologies, LLC, related to entry into License Agreement (Incorporated by reference to Exhibit
4.4 filed with the Companys Form S-3 filed February 9, 2005).10.11
    
    Patent and Technology License Agreement, dated January 25, 2005, between PointSource
Technologies, LLC and the Company (Incorporated by reference to Exhibit 10.12 filed with the
Companys Form 10-K for the year ended December 31, 2004).10.12
    
    Registration Rights Agreement, dated as of January 25, 2005, between the Company and PointSource
Technologies, LLC. (Incorporated by reference to Exhibit 4.8 filed with the Companys Form S-3
filed February 9, 2005).10.13
    
    Securities Purchase Agreement, dated February 1, 2005, among the Company and Portside Growth &
Opportunity Fund, Smithfield Fiduciary LLC, Bluegrass Growth Fund, LP, Bluegrass Growth Fund,
Ltd., and Laurus Master Fund, Ltd. related to a $4 million financing (Incorporated by reference
to Exhibit 10.1 filed with the Companys Form 8-K filed February 7, 2005).10.14
    
    Registration Rights Agreement, dated February 1, 2005, among the Company and Portside Growth &
Opportunity Fund, Smithfield Fiduciary LLC, Bluegrass Growth Fund, LP, Bluegrass Growth Fund,
Ltd., and Laurus Master Fund, Ltd. (Incorporated by reference to Exhibit 10.2 filed with the
Companys Form 8-K filed February 7, 2005).10.15
    
    Amendments to Certificates of Designations of Series E, F, G and H Convertible Preferred Stock,
each dated February 1, 2005, between the Company and Laurus Master Fund, Ltd. (Incorporated by
reference to Exhibit 10.4 filed with the Companys Form 8-K filed February 7, 2005).10.16
    
    Technology Transfer and License Agreement, dated February 21, 2005, between JMAR Technologies,
Inc. and Gregory Quist and David Drake doing business as The LXT Group (Incorporated by
reference to Exhibit 10.1 filed with the Companys Form 8-K filed February 25, 2005).10.17
    
    Consulting Agreement for Technical and Other Services, effective as of January 31, 2005 (but
executed on February 21, 2005), between JMAR Technologies, Inc. and The LXT Group (Incorporated
by reference to Exhibit 10.2 filed with the Companys Form 8-K filed February 25, 2005).10.18
    
    Agreement, dated March 18, 2003, between the Company and FemtoTrace, Inc. (Incorporated by
reference to Exhibit 10.20 filed with the Companys Form 10-K for the year ended December 31,
2004).
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##### Table of Contents



ExhibitNo.
    
    Description10.19
    
    Amendment to Solicitation/Modification of Contract, effective February 11, 2005, issued by U.S.
Army RDECOM Acquisition Center (Incorporated by reference to Exhibit 10.23 filed with the
Companys Form 10-K for the year ended December 31, 2004).10.20
    
    Technology Test and Contingent Purchase Agreement for BioSentry, dated April 13, 2005, between
JMAR Technologies, Inc. and Kimpen, S.A. de C.V. (Incorporated by reference to Exhibit 10.1
filed with the Company Form 10-Q for the quarter ended March 31, 2005)10.21
    
    Amendment of Solicitation/Modification of contract, dated June 28, 2005, between Naval Air
Warfare Center AD and JMAR Technologies, Inc. Systems Division (Incorporated by reference to
Exhibit 10.1 filed with the Companys Form 10-Q for the quarter ended June 30, 2005).10.22
    
    Purchase Orders, dated June 28, 2005 and July 27, 2005, between FemtoTrace, Inc. and JMAR
Technologies, Inc. (Incorporated by reference to Exhibit 10.2 filed with the Companys Form 10-Q
for the quarter ended June 30, 2005).10.23
    
    Standard Industrial Net Lease, dated July 1, 2005, between Collins-Tech R.B. and JMAR
Technologies, Inc. (Incorporated by reference to Exhibit 10.1 filed with the Companys Form 10-Q
for the quarter ended September 30, 2005).10.24
    
    Third Amendment to McClellan Park Standard Form Gross Lease Agreement, dated July 7, 2005,
between MP Holdings, LLC and JMAR Technologies, Inc.s Microelectronics Division (Incorporated
by reference to Exhibit 10.3 filed with the Companys Form 10-Q for the quarter ended September
30, 2005).10.25
    
    Certificates of Amendment of Designations of Series E, F, G and H Convertible Preferred Stock,
each dated October 20, 2005, between Laurus Master Fund, Ltd. and JMAR Technologies, Inc.
(Incorporated by reference to Exhibit 10.5 filed with the Companys Form 10-Q for the quarter
ended September 30, 2005).10.26
    
    Phase I SBIR Grant, dated
November 8, 2005, between the U.S. Army and JMAR Technologies,
Inc. (Incorporated by reference to Exhibit 10.32 filed with the
Companys Form 10-K for the year ended December 31,
2005).10.27
    
    Purchase Order, dated November 16, 2005, between Kimpen, S.A. de C.V. and JMAR Technologies, Inc.
(Incorporated by reference to Exhibit 10.33 filed with the
Companys Form 10-K for the year ended December 31,
2005).10.28
    
    Contract, dated November 29, 2005, between U.S. city and JMAR Technologies, Inc.
(Incorporated by reference to Exhibit 10.34 filed with the
Companys Form 10-K for the year ended December 31,
2005).10.29
    
    Securities Purchase Agreement, dated December 22, 2005, between Laurus Master Fund, Ltd. and
JMAR Technologies, Inc. (Incorporated by reference to Exhibit 10.35 filed with the
Companys Form 10-K for the year ended December 31,
2005).10.30
    
    Securities Purchase Agreements, dated December 28, 2005 and January 4, 2006, among the Company
and Nite Capital LP, Cranshire Capital, L.P., Whalehaven Capital Fund Limited, Iroquois Master
Fund, Ltd., Hudson Bay Fund, L.P., Jeffrey Benton, Capital Ventures International, Double U
Master Fund LP, Monarch Capital Fund Ltd, Ronald A. Durando, Gustave T. Dotoli, CGA Resources,
LLC, Smithfield Fiduciary, LLC and Portside Growth & Opportunity Fund (Incorporated by reference
to Exhibit 10.1 filed with the Companys Form 8-K/A filed January 10, 2006).10.31
    
    Registration Rights Agreements, dated December 28, 2005 and January 4, 2006, among the Company
and Nite Capital LP, Cranshire Capital, L.P., Whalehaven Capital Fund Limited, Iroquois Master
Fund, Ltd., Hudson Bay Fund, L.P., Jeffrey Benton, Capital Ventures International, Double U
Master Fund LP, Monarch Capital Fund Ltd, Ronald A. Durando, Gustave T. Dotoli, CGA Resources,
LLC, Smithfield Fiduciary, LLC and Portside Growth & Opportunity Fund (Incorporated by reference
to Exhibit 10.2 filed with the Companys Form 8-K filed January 4, 2006).14.1
    
    Code of Business Conduct and Ethics for all employees and directors (Incorporated by reference
to Exhibit 14.1 filed with the Companys Form 10-K for the year ended December 31, 2003).14.2
    
    Code of Ethics for CEO, General Managers and Senior Financial Officers (Incorporated by
reference to Exhibit 14.2 filed with the Companys Form 10-K for the year ended December 31,
2003).
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##### Table of Contents



ExhibitNo.
    
    Description21.1
    
    Subsidiaries of the Company include JMAR Research, Inc. (a California corporation), JSI
Microelectronics, Inc. (a California corporation) and JMAR/SAL NanoLithography, Inc. (a
California corporation).23.1
    
    Consent of Independent Registered
Public Accounting Firm (Grant Thornton LLP).23.2
    
    Consent of Independent Registered
Public Accounting Firm  Singer Lewak Greenbaum & Goldstein LLP (previously filed).31.1
    
    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 (+)
    
    These contracts are management compensation contracts required to be separately identified
pursuant to Item 15 (a) of Form 10-K. 31