Edgar Filing: ACCELR8 TECHNOLOGY CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended October 31, 2009
----------------
or

[ ] 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: 0-11485

ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)

COLORADO 84-1072256
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

7000 N Broadway, Bldg. 3-307, Denver, CO 80221
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(Address of principal executive offices) (Zip Code)

(303) 863-8088
--------------
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

As of December 14, 2009, there were 10,226,210 shares of common stock
outstanding (not including 52,532 shares to be issued pursuant to the exercise
of stock options in August 2009, which as of December 14, 2009 have not been
issued).

INDEX
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Page
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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheets 3
October 31, 2009 (unaudited) and July 31, 2009

Condensed Statements of Operations 4
for the three months ended October 31, 2009
and 2008 (unaudited)

Condensed Statements of Cash Flows 5
for the three months ended October 31, 2009
and 2008 (unaudited)

Notes to Unaudited Condensed Financial Statements 6-9

Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk 14

Item 4. Controls and Procedures 14

Item 4T. Controls and Procedures 14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 15

Item 1A. Risk Factors 15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15

Item 3. Defaults Upon Senior Securities 15

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 5. Other Information 15

Item 6. Exhibits 16

SIGNATURES 17

CERTIFICATION OF OFFICERS

PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.
-----------------------------

Accelr8 Technology Corporation
Condensed Balance Sheets

ASSETS

October 31, 2009 July 31, 2009
---------------- -------------
(Unaudited)

Current assets:
Cash and cash equivalents $ 470,467 $ 862,076
Inventory 43,545 53,445
Prepaid expenses and other current assets 15,838 27,698
------------ ------------
Total current assets 529,850 943,219

Property and equipment, net 12,039 14,655

Investments, net 1,190,211 1,103,837

Intellectual property, net (Note 3) 3,120,147 3,169,724
------------ ------------

Total assets $ 4,852,247 $ 5,231,435
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 33,802 $ 39,457
Accrued compensation and other liabilities 40,579 25,883
Deferred revenue 77,217 92,765
------------ ------------
Total current liabilities 151,598 158,105

Long-term liabilities:
Deferred compensation 1,208,961 1,178,836
------------ ------------
Total liabilities 1,360,559 1,336,941
------------ ------------

Commitments and Contingencies

Shareholders' equity
Common Stock, no par value; 14,000,000 shares
authorized; 10,226,210 shares
issued and outstanding (Not including 52,532 shares
to be issued. See Note 7) 13,969,820 13,803,820
Contributed capital 961,483 1,118,306
Accumulated (deficit) (11,166,015) (10,754,032)

Shares held for employee benefit (1,129,110
shares at cost) (273,600) (273,600)
------------ ------------
Total Shareholders' equity 3,491,688 3,894,494
------------ ------------

Total liabilities and Shareholders' equity $ 4,852,247 $ 5,231,435
============ ============

Condensed Statements of Operations
For the Three Months Ended October 31, 2009 and 2008
(Unaudited)

2009 2008
------------ ------------
Revenues:
OptiChem(R) revenues $ 15,549 $ 652
Technical development Fees 0 300,000

Total revenues 15,549 300,652
------------ ------------

Costs and expenses:
Research and development 160,899 159,777
General and administrative 212,683 250,463
Amortization 62,724 61,543
Marketing and sales 0 1,166
Depreciation 2,616 5,686

Total costs and expenses 438,922 478,635
------------ ------------

Loss from operations (423,373) (177,983)
------------ ------------

Other income (loss):
Interest and dividend income 1,363 8,914
Unrealized gain (loss) on investments 10,029 (55,030)

Total other income (loss) 11,392 (46,116)
------------ ------------

Net loss $ (411,981) $ (224,099)
============ ============

Net loss per share:
Basic and diluted net loss per share $ (.04) $ (.02)
============ ============

Weighted average shares outstanding (Note 7) 10,226,210 10,226,210
============ ============

Accelr8 Technology Corporation
Condensed Statements of Cash Flows
For the Three Months Ended October 31, 2009 and 2008
(Unaudited)

2009 2008
----------- -----------
Cash flows from operating activities:

Net loss $ (411,981) $ (224,099)

Adjustments to reconcile net (loss) to net cash (used in)
operating activities:
Depreciation 2,616 5,686
Amortization 62,724 61,543
Fair value of stock options granted for services 9,177 95,476
Unrealized holding (gain) loss on investments (10,029) 55,030

(Increase) decrease in assets:
Accounts receivable 0 6,334
Inventory 9,900 0
Prepaid expense and other 11,860 24,121

Increase (decrease) in liabilities:
Accounts payable (5,655) (66,518)
Accrued liabilities 14,696 5,048
Deferred revenue (15,549) (652)
Deferred compensation 30,124 (30,065)
----------- -----------
Net cash (used in) operating activities (302,117) (68,096)
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Cash flows from investing activities:

Purchase Investments (1,345) (6,215)
Purchases of equipment and patent costs (13,147) (2,390)
Contribution to Deferred Compensation Trust (75,000) (75,000)
----------- -----------
Net cash (used in) investing activities (89,492) (83,605)
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Decrease in cash and cash equivalents (391,609) (151,701)
Beginning balance 862,076 1,233,100
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Ending balance $ 470,467 $ 1,081,399
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Note 1. Basis of Presentation

The financial statements included herein have been prepared by Accelr8
Technology Corporation (the "Company") without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted as allowed by such rules and regulations. The
Company believes that the disclosures are adequate to make the information
presented not misleading. These financial statements should be read in
conjunction with our Annual Audited Financial Statements dated July 31, 2009
included in our Annual Report on Form 10-K as filed with the SEC.

Management believes that the accompanying unaudited financial statements are
prepared in conformity with generally accepted accounting principles, which
require the use of Management estimates, and contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented. The results of operations for the three
months ended October 31, 2009 may not be indicative of the results of operations
for the year ended July 31, 2010.

Note 2. Going Concern.

The financial statements have been prepared on the basis of a going concern
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying financial
statements, we have incurred significant operating losses. As of October 31,
2009, we have limited financial resources and have not been able to generate
positive cash flow from operations. At October 31, 2009, as compared to July 31,
2009, cash and cash equivalents decreased by $391,609 from $862,076 to $470,467,
or approximately 45.4% and the Company's working capital decreased $406,862 or
51.8% from $785,114 to $378,252. These factors raise substantial doubt about our
ability to continue as a going concern. Management plans to fund its future
operation by joint venturing and obtaining additional financing. However, there
is no assurance that we will be able to obtain any joint venture partners or
obtain additional financing from investors or private lenders.

Note 3. Summary of Significant Accounting Policies

Use of Estimates

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash equivalents, accounts receivable, and
notes receivable, including receivables from major customers. The Company grants
credit to domestic and international clients in various industries. Exposure to
losses on accounts receivable is principally dependent on each client's
financial position. The Company performs ongoing credit evaluations of its
clients' financial condition.

Estimated Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, investments and other
long-term liabilities approximates fair value at October 31, 2009 and 2008. The
carrying value of all other financial instruments potentially subject to
valuation risk, principally consisting of accounts receivable and accounts
payable, also approximate fair value.

Income Taxes

The Company has no unrecognized tax benefits. Should the Company determine that
any penalty and interest be accrued as a result of current or future tax
positions taken on its returns, such penalties and interest will be accrued in
its financial statements as other non-interest expense and as interest expense
during the period in which such determination is made.

The Company files federal and state income tax returns. These returns are
subject to examination by taxing authorities for all tax years after 2005.

Note 4. Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") (Topic 105, "Generally Accepted Accounting Principles"),
became the single source for authoritative nongovernmental U.S. generally
accepted accounting principles on July 1, 2009. The Company has adopted FASB ASC
for periods ending after September 15, 2009.

Note 5. Intellectual Property

Intellectual property consisted of the following:

October 31, 2009 July 31, 2009
---------------- -------------
OptiChem(R) Technologies $ 4,454,538 $ 4,454,538
Patents 495,148 482,000
Trademarks 49,019 49,019
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Total intellectual property 4,998,705 4,985,557
Accumulated amortization (1,878,558) (1,815,833)
----------- -----------
Net intellectual property $ 3,120,147 $ 3,169,724
=========== ===========

Intellectual properties are recorded at cost and are being amortized on a
straight-line basis over their estimated useful lives of 20 years, which
approximates the patent and patent application life of the OptiChem(R)
Technologies. Amortization expense was $62,724 and $61,543, respectively, for
the three months ended October 31, 2009 and 2008.

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

Note 6. Research and Option Agreement and License and Supply Agreements

On May 22, 2009, the Company and Becton, Dickinson and Company ("BD")
entered into a Research and Option Agreement (the "Agreement").

The Agreement provided for the establishment of a research program from the
date of the Agreement until September 30, 2009 whereby BD funded certain
research work by the Company relating to the Company's BACcel(TM) rapid
diagnostics platform (the BACcel(TM) Platform"). The research program included
mutually agreed upon milestones to support BD's product development planning.
Under the terms of the Agreement, in connection with the research program, the
Company received certain periodic payments from BD between the date of the
Agreement and July 1, 2009.

The Agreement also granted BD an option to acquire for an upfront payment
and product-delivered royalties an exclusive license (the "Exclusive License")
from the Company for certain know-how and patent rights relating the BACcel(TM)
Platform. Upon termination of the option and the technical development project
subsequent to successful milestone completion, Accelr8 received a non-exclusive
license from BD for certain intellectual property.

On September 24, 2009, BD declined to exercise its licensing option and
will not longer participate in the technical development of the BACcel(TM)
system. The Company is currently in discussions with alternative
commercialization prospects and is seeking a new strategic partner to assist in
developing, manufacture and taking the BACcel(TM) system to market.

On November 24, 2007 the Company extended the non-exclusive Slide H license with
Schott Jenaer Glas GmbH ("Schott") for three more years, to expire on November
23, 2010. The terms of the extended license were $100,000, $50,000 for a prepaid
license and $50,000 in prepaid royalties. The Company granted another
royalty-bearing license to Schott Jenaer Glas GmbH for Streptavidin slides
(Slide HS) for two years that expired on December 31, 2008. The terms were
$100,000; $50,000 for a prepaid license and $50,000 in prepaid royalties.

The Company entered into an exclusive seven-year license with NanoString
Technologies Inc. on October 5, 2007. The license grants to NanoString the right
to apply OptiChem(R) coatings to NanoString's proprietary molecular detection
products. Pursuant to the license agreement, NanoString paid the Company a
non-refundable fee of $100,000 of which $50,000 was credited against future
royalties. Under the royalty-bearing license, NanoString is to pay the Company a
royalty at the rate of eight percent (8%) of net sales for sales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
Royalties in the aggregate amount of $ 15,549 and $652 respectively were earned
during the three months ended October 31, 2009 and 2008.

Note 7. Employee Stock Based Compensation

On October 31, 2009, there were Common Stock options outstanding at prices
ranging from $1.45 to $4.50 with expiration dates between November 3, 2009 and
October 28, 2018. For the three months ended October 31, 2009 and 2008, stock
options exercisable into 1,040,000 and 987,500 shares of Common Stock,
respectively, were not included in the computation of diluted earnings per share
because their effect was antidilutive.

On August 26, 2009, 100,000 options to purchase shares of the Company's common
stock at a price of $1.50 per share were exercised by an officer and director of
the Company on a cashless basis. Upon exercise, 47,468 of these shares were
surrendered in a cashless exchange. The share price on the date of exercise was
$3.16 per share. As of the date of this Quarterly Report, the balance of the
shares to be issued, 52,532, have not yet been issued.

For the quarters ended October 31, 2009 and 2008, the Company accounted for
stock based compensation to employees and directors under the modified
prospective application method. Using this method we apply the standard to new
awards, and to awards modified, repurchased, or cancelled. Additionally,
compensation costs for the unvested portion of awards are recognized as
compensation expense as the requisite service is rendered.

The fair value of options granted under the stock option agreements and
stock-based compensation plans discussed above is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the three months ended October 31, 2009 and
2008: no dividend yield; risk free interest rate of 2.37% to 5%; expected life
of 3-10 years; and expected volatility of 44% to 66%. The weighted average
remaining contractual life of options outstanding at October 31, 2009 and 2008
was 4.13 and 4.50 years, respectively.

As of October 31, 2009, the total unrecognized share-based compensation cost
related to unvested stock options was approximately $11,878. For the three month
period ended October 31, 2009 and 2008 the Company recognized $9,177 and
$95,476, respectively in stock based compensation costs related to the issuance
of stock options to employees.

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

Forward Looking Information

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

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

The following discussion should be read in conjunction with the Company's
unaudited condensed financial statements and related notes included elsewhere
herein. The Company's future operating results may be affected by various trends
and factors which are beyond the Company's control. These include, among other
factors, general public perception of issues and solutions, and other uncertain
business conditions that may affect the Company's business. The Company cautions
the reader that a number of important factors discussed herein, and in other
reports, filed with the Securities and Exchange Commission including but not
limited to the risks in the section entitled "Risk Factors" are in its 10-K for
the year ended July 31, 2009, could affect the Company's actual results and
cause actual results to differ materially from those discussed in
forward-looking statements.

Overview

Our vision is to develop and commercialize an innovative diagnostic system for
use with critically ill patients for rapid identification of bacteria and
specific strains based on the presence of major antibiotic resistance
mechanisms. Our business strategy is to demonstrate the value of our technology
in the broad market for biomedical products with the intent of licensing our
proprietary technology to established market leaders.

We are developing the BACcel(TM) system, a rapid bacterial diagnostic platform,
by integrating our proprietary technologies into an automated system.
Proprietary technologies include OptiChem(R) surface coatings, and various
innovative assay processing methods. We have received patents or we have patent
applications pending for the major technology components, methods, and systems.

The BACcel(TM) system development project began with a number of innovative
analytical biological concepts that had no direct precedent, but which adapted
well-accepted microbiological testing principles for automated analysis. Until
now, these testing principles have only been applied to cultures that contain
hundreds of millions of bacteria descended from single organisms, hand-selected
as cultured colonies grown from a patient specimen.

The BACcel(TM) system is based on simple transformations of standard methods,
using advanced automation technology to achieve substantially better performance
than is possible with current testing methods. We believed that speed and
precision should be possible by analyzing, as individuals, many thousands of
cells extracted directly from the patient specimen. This contrasts with standard
culturing in which the descendants of fewer than ten cells are presumed to
represent the entire infectious bacterial population in a specimen, and with
which many hours of repeated growth are required to perform analyses. Typically,
initial testing requires 2-3 days, which is too late to help guide the physician
to make treatment decisions for critically ill patients who often become
infected with drug-resistant bacteria. As a result, initial therapy typically
proves inadequate in 20% to 40% of such cases, causing high mortality, serious
medical complications, and extended length of stay.

Published studies on ICU patients consistently show that a hospital-acquired
infection (HAI) doubles the risk of mortality and complications. Infection with
a multi-resistant organism quadruples risks relative to comparable un-infected
patients. The most important reason for elevated risk is inadequate initial
therapy, caused by widespread and complex mechanisms of drug resistance.

We intend the BACcel(TM) system to report bacterial quantitation and
identification within 2 hours of patient specimen processing. We plan to augment
the first reported identification with additional identification of major
antibiotic resistance mechanisms. We believe that resistance mechanism
identification will require no more than 4 additional hours of testing, with
some results becoming available more quickly than others.

The purpose of this strategy is to narrow the drug choices for initial therapy
by identifying major resistance mechanisms that are likely to cause drugs to
fail. If successful, this approach would help the physician to subtract
ineffective drugs from the list of available drugs, leaving those that are most
likely to control the infection as initial therapy.

For example, the first report might state that a significant number of common
"Staph" is present in a patient specimen, likely causing a patient's infection.
The second report might then state that all of the organisms fall into a major
antibiotic resistance group known as "MRSA" (Methicillin Resistant
Staphylococcus Aureus), often referred to as "superbugs" in news reports because
of their multiple drug resistance. This identification eliminates from
consideration the most important drugs otherwise preferred for treating Staph
infections.

The second report would include the identification of additional important
resistance mechanisms that might similarly rule out the next most important
drugs. In this way, we believe that the BACcel(TM) system will systematically
test for the most significant resistance mechanisms. This would leave the
physician with specific drug choices that are most likely to prove effective.
From these, the physician would then be able to hold in reserve those drugs
considered "salvage" or "last choice" drugs. This approach of reserving drugs
helps to delay the emergence of resistance for the few drugs still available to
treat highly resistant strains.

Without specific guidance, the physician now has no choice but to use these
reserved drugs to assure initial infection control but accelerating their loss
of effectiveness over time.

Popular news media have reported widely about MRSA as a multi-resistant
"superbug." However, organizations such as the CDC (US Centers for Disease
Control and Prevention) and IDSA (Infectious Diseases Society of America) have
also identified other multi-drug resistant organisms as presenting even greater
threats. They include Pseudomonas, Acinetobacter, E. coli, and Klebsiella. In
the hospital ICU, MRSA typically causes no more than about 30% of mortality from
acquired infections. The other organisms just listed account for a much higher
percentage.

Management believes, based on outside opinions and direct market research, that
the Company is the only organization in the world to be developing a rapid
diagnostic solution, and one that includes these organisms and strain types.

To date, we have established the functional requirements of the BACcel(TM)
platform. We tested the specific analyses required in the BACcel(TM) system and
published the results at major scientific and clinical conferences. We have been
guided by leading medical experts in our development strategy and product
design.

In parallel to the BACcel(TM) system development, we have developed and
independently licensed OptiChem(R) surface coatings to other companies for use
in microarraying and other molecular detection products. We have granted Schott
Jenaer Glas GmbH, a global leader in high-quality glass manufacturing, a
non-exclusive license to manufacture and market microarraying slides using
OptiChem(R) coatings. We have also licensed NanoString Technologies Inc. the use
OptiChem(R) in their innovative molecular bar-coding systems for
high-sensitivity gene expression analysis.

During the three months ended October 31, 2009, research collaborators at the
Denver Health Medical Center and Barnes-Jewish Hospital, St. Louis continued
studies using prototypes of the BACcel(TM) system. These collaborators and
Accelr8 scientists reported their recent findings in two presentations in
October at the joint sessions of the 48th Annual Interscience Conference on
Antimicrobial Agents and Chemotherapy (ICAAC, www.icaac.org) and the Infectious
Diseases Society of America (IDSA, www.idsociety.org). One study added to those
for antibiotic resistance tests previously presented by company scientists. The
other added a retrospective model that projected the clinical utility of rapid
diagnostics based on BACcel(TM) system results on stored bacterial cultures.

During the quarter ended October 31, 2009, we continued the scale-up of our
proprietary antibody development methods, including antibodies for
identification of Acinetobacter baumannii and Pseudomonas aeruginosa. We believe
that the scale-up will provide material for BACcel(TM) system development,
outside research support, and additional test development. We also advanced the
development of antibodies required for additional organisms, and initiated other
types of testing used for identification of bacteria.

On January 18, 2001, Accelr8 purchased the OpTest portfolio of technology
assets and commenced investment in development and optimization of OpTest's
surface chemistry (OptiChem(R)) and quantitative instrument (QuanDx). Our
proprietary surface chemistry and its quantitative instruments support rapid
assessment of medical diagnostics, food-borne pathogens, water-borne pathogens
and bio-warfare agents. The Company sells advanced microarray slides coated with
its proprietary OptiChem(R) activated surface chemistry for use in academic
research, drug discovery and molecular diagnostics. This surface coating has the
ability to shed sticky biomolecules that interfere with bio-analytical assays
such as microarrays and immunoassays. This property substantially improves
analytical performance by enabling higher sensitivity, greater reproducibility,
and higher throughput by virtue of simplified application methods.

On November 24, 2004 the Company entered into an exclusive two year
manufacturing and marketing agreement (the "License Agreement") with SCHOTT
Jenaer Glas (GMBH) of Jena Germany for OptiChem(R) coated amine-reactive slides
(Slide H). Pursuant to the License Agreement, SCHOTT paid the Company a
non-refundable fee of $100,000, of which $50,000 was credited against future
royalties. An additional $15,000 in deferred revenue was recorded for training
supplied to SCHOTT. During the 2-year term of the License Agreement, SCHOTT
agreed to pay the Company a royalty payment equal to 6% of net sales of products
licensed under the License Agreement. An optional 1-year non-exclusive license
extension to market and manufacture Slide H was exercised by SCHOTT on September
27, 2006.

On December 21, 2006, the Company and SCHOTT entered into an agreement for
the manufacturing and worldwide sales of Slide HS coatings on microarraying
slides (the "Slide HS Agreement"). The Slide HS Agreement granted SCHOTT the
right to manufacture and market Streptavidin coated microarray slides for 2
years through December 31, 2009. In connection with the Slide HS Agreement,
SCHOTT paid the Company a $50,000 license fee and $50,000 prepaid royalty
payment.

During the quarter ended October 31, 2009, deferred revenues of $15,549 in
prepaid royalties by SCHOTT were recognized.

The Company entered into an exclusive seven-year license with NanoString
Technologies Inc. on October 5, 2008. The license grants to NanoString the right
to apply OptiChem(R) coatings to NanoString's proprietary molecular detection
products. Pursuant to the license agreement, NanoString paid the Company a
non-refundable fee of $100,000 of which $50,000 was credited against future
royalties. Under the royalty-bearing license, NanoString is to pay the Company a
royalty at the rate of eight percent (8%) of net sales for sales up to $500,000
of NanoString licensed products. The royalty rate on the second $500,000 of net
sales is six percent (6%), and the royalty thereafter is four percent (4%).
During the fiscal year 2009, deferred revenues recorded were $2,673.

On May 22, 2009, the Company and Becton, Dickinson and Company ("BD")
entered into a Research and Option Agreement (the "Agreement").

On September 24, 2009, BD declined to exercise its licensing option and
will no longer participate in the technical development of the BACcel(TM)
system. The Company is currently in discussions with alternative
commercialization prospects and is seeking a new strategic partner to assist in
developing, manufacture and taking the BACcel(TM) system to market.

Subject to the receipt of capital, during the fiscal year ending July 31,
2010 we intend to continue technical validation of the BACcel(TM) system
methods, continue field studies including pilot clinical studies at Denver
Health and Barnes-Jewish Hospital, continue to publish the results of internal
and collaborative studies, and seek a strategic partner or licensee for
BACcel(TM) product commercialization.

Recently Issued Accounting Pronouncements

Changes in Results of Operations: Three months ended October 31, 2009 compared
to three months ended October 31, 2008

During the three months ended October 31, 2009, OptiChem(R) revenues were
$15,549 as compared to $652 during the three month period ended October 31,
2008, an increase of $14,897. The increase was a result of licensing of
OptiChem(R) technology to Schott and Nanostring and the recognition of royalty
income.

Technical development fees during the three-month period ended October 31, 2009
were $0 as compared to $300,000 during the three-month period ended October 31,
2008, a decrease of $300,000 or 100%. Technical development fees are no longer
being received due to BD declining to exercise its licensing option pursuant to
the Agreement., Research and development expenses for the three months ended
October 31, 2009 were $160,899 as compared to $159,777 during the three months
ended October 31, 2008, an increase of $1,122 or .7%. The increase was primarily
the result of numerous factors including the increases in salaries and related
accruals of $10,122 and decreases in clinical trial expenditures of $13,326.

During the three months ended October 31, 2009, general and administrative
expenses were $212,683 as compared to $250,463 during the three month period
ended October 31, 2008, a decrease of $37,780 or 15.08%. The decreases were
primarily the result of both stock based compensation charges and consulting
fees.

The increase in amortization was negligible for the three months ended October
31, 2009 as compared to the three month period ended October 31, 2008.

Marketing and sales expenses for the three months ended October 31, 2009 were $0
as compared to $1,166 during the three months ended October 31, 2008, a decrease
of $1,116 or 100%. The decrease was primarily due to a reduction in expenses in
connection with scientific conference attendance.

Depreciation for the three months ended October 31, 2009 was $2,616 as compared
to $5,686 during the three months ended October 31, 2008, a decrease of $3,070
or 54%. The decreased depreciation was the result of the increased age of assets
and the disposal of equipment no longer used in our operations.

As a result of the above factors, loss from operations for the three months
ended October 31, 2009 was $423,373 as compared to a loss of $177,983 during the
three months ended October 31, 2008, a increased loss of $245,390 or 137.9%.

Investment and dividend income during the three months ended October 31, 2009
was $1,363 as compared to $8,914 during the three months ended October 31, 2008
a decrease of $7,551 or 84.7%. Interest income decreased as a result of
decreased interest rates and reduced amounts of cash held by the Company.

Unrealized holding gains on investments held in the deferred compensation trust
for the three months ended October 31, 2009 were $10,029 as compared to an
unrealized loss of $55,030 for the three months ended October 31, 2008, an
increase of $65,059. The change was a result of increased value of the
underlying securities and general market conditions.

As a result of these factors, net loss for the three months ended October 31,
2009 was $411,981 as compared to $224,099 during the three months ended October
31, 2008, an increased loss of $187,882 or 83.8%.

Capital Resources and Liquidity

During the three months ended October 31, 2009 and October 31, 2008, we did not
generate positive cash flows from operating activities.

The Company has historically funded its operations generally through its
existing cash balances, cash flow generated from operations and sales of equity
securities. Our primary use of capital has been for the research and development
of the BACcel(TM) system.

The continued operation of our business will require an additional capital
infusion and we plan to seek additional capital, likely through debt or equity
financings, to continue operations. We can give no assurance that we will be
able to raise such capital on such terms and conditions as we deem reasonable,
if at all. We have limited financial resources until such time that we are able
to generate such additional financing or additional cash flow from operations.
Should we be unable to raise adequate capital or to meet the other above
objectives, it is likely that we would have to substantially curtail our
business activity or cease operating, and that our investors would incur
substantial in not a complete loss on their investment.

The independent auditor's report accompanying the Company's July 31, 2009
consolidated financial statements contains an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a going concern.
The audited July 31, 2009 consolidated financial statements have been prepared
"assuming that the Company will continue as a going concern," which contemplates
that the Company will realize its assets and satisfy its liabilities and
commitments in the ordinary course of business. Our accompanying financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.

Notwithstanding our investments in research and development, there can be no
assurance that the BACcel(TM) system or any of our other products will be
successful, or even if they are successful, will provide sufficient revenues to
continue our current operations. Our working capital requirements are expected
to increase in line with the growth of our business. We have no lines of credit
or other bank or off balance sheet financing arrangements.

We believe that the plan of operations for the next twelve months will require
additional capital of approximately $1,200,000. Management believes that current
cash balances plus cash flow from operations will not be sufficient to fund our
capital and liquidity needs for the next twelve months and we will be required
to obtain additional capital through the issuance of debt or equity securities
or other means to execute our plans. Additional issuances of equity or
convertible debt securities will result in dilution to our current common
stockholders. At October 31, 2009, as compared to July 31, 2009, cash and cash
equivalents decreased by $391,609 from $862,076 to $470,467, or approximately
45.4% and the Company's working capital decreased $406,862 or 51.8% from
$785,114 to $378,252. During the same period, shareholders' equity decreased
from $3,894,494 to $3,491,688 as a result of losses incurred and charges related
to stock options. Our working capital requirements are expected to decrease as
cost cutting measures will be undertaken.

The net cash used in operating activities was $302,117 during the three months
ended October 31, 2009 compared to net cash used in operating activities of
$68,096 during the three months ended October 31, 2008. The principal elements
that gave rise to the increase of net cash used in operating activities were
primarily the result of increased net losses for the period.

Cash used by investing activities during the three months ended October 31, 2009
was $89,492. The cash investing activities was the result of the funding of the
deferred compensation investment account and additional patent expenditures.

Management believes that current cash balances plus cash flow from operations
will be sufficient to fund our capital and liquidity needs until approximately
February 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

The Company's interest income is sensitive to fluctuations in the general
level of U.S. interest rates. As such, changes in U.S. interest rates affect the
interest earned on the Company's cash, cash equivalents, and short-term
investments.

Item 4T. Controls and Procedures.

An evaluation was conducted under the supervision and with the
participation of the Company's Management, including Thomas V. Geimer, the
Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"),
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on that
evaluation, Mr. Geimer concluded that as of October 31, 2009, the Company's
disclosure controls and procedures were effective as of such date to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. Mr. Geimer also confirmed that there was no change in the Company's
internal control over financial reporting during the quarter ended October 31,
2009.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

Not Applicable.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors discussed in our
Annual Report on Form 10-K for the fiscal year ended July 31, 2009 filed with
the Securities and Exchange Commission on November 13, 2009 and investors are
encouraged to review those risk factors in detail before making any investment
in the Company's securities.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No. Description
----------- -----------

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

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

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

SIGNATURES*

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

Dated: December 15, 2009 ACCELR8 TECHNOLOGY CORPORATION

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

/s/ Bruce H. McDonald
----------------------------
Bruce H. McDonald, Principal
Accounting Officer