AURA SYSTEMS INC - Quarter Report: 2007 November (Form 10-Q)

Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended November 30, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

AURA SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		95-4106894
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

2330 Utah Avenue.

El Segundo, California 90245

(Address of principal executive offices)

Registrant's telephone number, including area code: (310) 643-5300

Former name, former address and former fiscal year, if changed since last report: None

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer o Accelerated Filer o Non-accelerated filer x

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o

Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.

Class		Outstanding January 8, 2008

Common Stock, par value $0.0001 per share		34,574,740 shares

AURA SYSTEMS, INC. AND SUBSIDIARIES

INDEX

	Page
	No.
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Statement Regarding Financial Information		4

Condensed Consolidated Balance Sheets as of November 30, 2007 (Unaudited) and February 28, 2007		5

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended November 30, 2007 (Unaudited) and 2006 (Unaudited)		6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended November 30, 2007 (Unaudited) and 2006 (Unaudited)		7

Notes to Condensed Consolidated Financial Statements (Unaudited)		8

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		14

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		18

ITEM 4. Controls and Procedures		18

PART II. OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		19

ITEM 6. Exhibits		19

SIGNATURES		19

AURA SYSTEMS, INC. AND SUBSIDIARIES

QUARTER ENDED NOVEMBER 30, 2007

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The consolidated financial statements included herein have been prepared by Aura Systems, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As contemplated by the SEC under Rule 10-01 of Regulation S-X, the accompanying consolidated financial statements and footnotes have been condensed and therefore do not contain all disclosures required by accounting principles generally accepted in the United States of America. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year ended February 28, 2007, as filed with the SEC (file number 000-17249).

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	November 30, 2007			February 28, 2007
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	306,075		$	1,051,259
Receivables, net		564,303			249,984
Current inventories		1,500,000			750,000
Other current assets		224,778			243,854

Total current assets		2,595,156			2,295,097

Property and equipment, at cost		2,474,003			2,302,653
Less: accumulated depreciation and amortization		(2,270,377	)		(2,244,136	)

Net property and equipment		203,626			58,517

Non-current inventories		2,198,692			3,195,523

Total assets	$	4,997,474		$	5,549,137

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	264,603		$	216,226
Notes payable - current portion		603,161			611,411
Accrued expenses		516,710			470,092
Deferred income		164,625			164,625

Total current liabilities		1,549,099			1,462,354

Notes payable, net of current portion		1,365,634			1,983,118
COMMITMENTS AND CONTINGENCIES
Common stock, par value $0.0001 per share. 50,000,000 shares authorized, 34,494,740 and 28,695,638 issued and outstanding at November 30 and February 28, 2007.		3,430			2,870
Additional paid-in capital		352,653,774			347,261,713
Accumulated deficit		(350,574,463	)		(345,160,917	)

Total stockholders’ equity		2,082,741			2,103,666

Total liabilities and stockholders’ equity	$	4,997,474		$	5,549,137

See accompanying notes to these unaudited condensed consolidated financial statements.

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED NOVEMBER 30, 2007 AND 2006

(Unaudited)

	Three Months						Nine Months
	2007			2006			2007			2006
Net Revenues	$	861,821		$	354,109		$	1,980,584		$	1,190,469

Cost of goods		721,478			209,011			1,449,044			632,055
Gross Profit		140,343			145,098			459,540			558,414

Expenses
Engineering, research and development expenses		473,132			226,635			1,170,263			813,319
Selling, general and administrative		1,660,395			1,362,094			4,615,679			3,601,099
Total expenses		2,133,527			1,588,729			5,785,942			4,414,418

Loss from operations		(1,993,184	)		(1,443,631	)		(5,785,942	)		(43,856,004	)

Other (income) and expense
Interest expense, net		38,993			48,260			115,666			109,776
Other income, net		-			-			(28,523	)		(6,453	)
Gain on disposition of assets		-			-			-			(7,750	)

Net loss	$	(2,032,177	)	$	(1,491,891	)	$	(5,413,545	)	$	(3,951,577	)

Total basic and diluted loss per share	$	(0.06	)	$	(0.06	)	$	(0.17	)	$	(0.16	)
Weighted average shares used to compute basic and diluted loss per share		33,146,094			25,178,678			31,335,209			24,582,452

See accompanying notes to these unaudited condensed consolidated financial statements.

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED NOVEMBER 30, 2007 AND 2006

(Unaudited)

	2007			2006
Net cash used in operations	$	(5,343,731	)	$	(4,263,818	)

Investing activities:
Acquisition of property and equipment		(168,350	)		(105,728	)
Payments on other receivables		-			2,654,864

Net cash (used in) provided by investing activities		(168,350	)		2,549,136

Financing activities:
Issuance of common stock		5,209,098			1,580,050
Repayment of debt		(442,201	)		-

Net cash provided by financing activities:		4,766,897			1,580,050

Net decrease in cash		(745,184	)		(134,632	)

Cash and cash equivalents at beginning of period		1,051,259			472,482

Cash and cash equivalents at end of period	$	306,075		$	337,850

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	130,100		$	-

Unaudited supplemental disclosure of noncash investing and financing activities:

During the nine months ended November 30, 2007, $183,532 of notes payable was converted into 183,532 shares of our common stock.

During the nine months ended November 30, 2006, $151,718 of accrued and unpaid interest was added to notes payable.

AURA SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2007

(Unaudited)

1) General

Basis of Presentation

The condensed consolidated financial statements include the accounts of Aura Systems, Inc. and subsidiaries ("the Company"). All inter-company balances and inter-company transactions have been eliminated.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) and reclassifications for comparability necessary to present fairly the financial position of Aura Systems, Inc. and subsidiaries at November 30, 2007 and the results of its operations for the nine months ended November 30, 2007 and 2006.

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 amount 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 reported period. Actual results could differ from those estimates.

Chapter 11 reorganization

On June 24, 2005 we filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code, in the United States Bankruptcy Court, Central District of California, (Case Number LA 05-24550-SB). We secured a Debtor in Possession (“DIP”) loan from Blue Collar Films LLC (“BCF”) for one million dollars and secured an additional $1.2 million DIP loan from AGP Lender LLC. In addition a group of individual investors provided an additional $1.16 million in DIP financing. We submitted a reorganization plan that was approved by the court and voted and approved by the DIP lenders, the secured creditors, the unsecured creditors, the shareholders and the new money investors. Under the reorganization plan (i) the secured creditor retained $2.5 million in a secured note payable over 48 months at 7% annual interest with the first payment starting 12 months after the reorganization, (ii) the Series B Preferred Stock holders received new common shares calculated by dividing the total cash invested in the Series B Placement by $3.37, (iii) the Series A Preferred Stock holders converted their 1.8 Series A Preferred Stock for one new common share, (iv) the common shareholders converted 338 of their shares for one new share, and (v) the DIP loans converted their loans into approximately 6.07 million new shares of common stock, and (vi) all the unsecured creditors received new shares of common stock valued at one share per $1.75 in claim. An additional 5.89 million shares of common stock were issued for the new money and reorganization related fees.254,127 additional shares were issued to shareholders to settle their claims in excess of the bankruptcy court approval.

All of the outstanding litigation and disputes were settled during the bankruptcy. The real estate was sold to an unrelated third party in December 2005 for gross proceeds of $8,750,000. After satisfaction of the mortgage liabilities and payment of the costs of the sale, approximately $2.9 million was due us. From this amount, $1.9 million was paid to the minority shareholder, approximately $470,000 was used to satisfy outstanding legal bills, and the balance of $595,000 was received by the Company in March of 2006. All disputes regarding the real estate were settled.

We emerged from the Chapter 11 effective January 31, 2006.

2) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Aura and subsidiary, Aura Realty, Inc.. Investments in affiliated companies are accounted for by the equity or cost method, as appropriate. Significant inter-company amounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

We recognize revenue for product sales upon shipment and when title is transferred to the customer. When Aura performs the installation of the product, revenue and cost of sales are recognized when the installation is complete. We have in the past earned a portion of our revenues from license fees and recorded those fees as income when we fulfilled our obligations under the particular agreement.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable

Accounts receivable consist primarily of amounts due from customers. We have provided for an allowance for doubtful accounts, which management believes to be sufficient to account for all uncollectible amounts.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Due to continuing lower than projected sales, we are holding inventories in excess of what we expect to sell in the next fiscal year.

Property, Plant, and Equipment

Property, plant, and equipment, including leasehold improvements, are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows:

Buildings			40 years
Machinery and equipment			5 to 10 years
Furniture and fixtures			7 years

Improvements to leased property are amortized over the lesser of the life of the lease or the life of the improvements. Amortization expense on assets acquired under capital leases is included with depreciation and amortization expense on owned assets.

Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.

Minority Interest

Minority interest represents the proportionate share of the equity of the consolidated subsidiary owned by our minority stockholders in that subsidiary.

Income Taxes

We utilize SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 seeks to reduce the diversity in practice associated with certain aspects of measuring and recognition in accounting for income taxes. In addition, FIN 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective as of the beginning of the 2008 fiscal year. Management is currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

A brief description of the provisions of this Statement

The date that adoption is required

The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. Management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. Management is currently evaluating the effect of this pronouncement on financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009. Management is currently evaluating the effect of this pronouncement on financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company’s fiscal year beginning October 1, 2009. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after September 30, 2009.

3) Inventories

Inventories, stated at the lower of cost (first in, first out) or market, consist of the following:

	November 30, 2007			February 28, 2007
	(unaudited)
Raw materials	$	3,236,834		$	2,939,395
Finished goods		3,730,232			4,274,502
Reserved for potential product obsolescence		(3,268,374	)		(3,268,374	)

		3,698,692			3,945,523
Non-current portion		2,198,692			3,195,523

Current portion	$	1,500,000		$	750,000

Inventories consist primarily of components and completed units for the Company's AuraGen product.

We do not expect to realize all of our inventories within the 12-month period ending November 30, 2008. Because of this, we have assessed the net realizability of these assets, the proper classification of the inventory, and the potential obsolescence of inventory. The net inventories as of November 30, 2007 and February 28, 2007, which are not expected to be realized within a 12-month period, have been reclassified as long term. We have also recorded a reserve for obsolescence of $3,268,374 at November 30, 2007 and February 28, 2007.

4) Property, Plant & Equipment

Property, plant, and equipment at November 30, 2007 and February 28, 2007 consisted of the following:

	November 30, 2007		February 28, 2007
	(unaudited)
Machinery and equipment		1,062,720		903,017
Furniture and fixtures		1,411,283		1,399,636

		2,474,003		2,302,653
Less accumulated depreciation and amortization		2,270,377		2,244,136

Property, plant and equipment, net	$	203,626	$	58,517

Depreciation and amortization expense was $26,241, for the nine month period ended November 30, 2007, and $30,948 for the year ended February 28, 2007.

5) Accrued expenses

Accrued expenses at November 30, 2007 and February 28, 2007 consisted of the following:

	November 30, 2007		February 28, 2007
	(unaudited)
Accrued payroll and related expenses	$	414,159	$	324,636
Other		102,551		145,456

Total	$	516,710	$	470,092

6) Notes Payable and Other Liabilities

Notes payable and other liabilities consist of the following:

	November 30, 2007		February 28, 2007
	(unaudited)
Note payable (a)	$	1,968,795		2,594,529
Less: current portion		603,161		611,411

Long-term portion	$	1,365,634	$	1,983,118

(a)

Represents notes payable dated January 31, 2006, bearing interest at a rate of 7% per annum and secured by substantially all our assets. The notes carry a term of five years with interest accruing the first twelve months, principal and interest payments beginning the thirteenth month, and continuing through month sixty.

(b)

During the nine months ended November 30, 2007, $183,532 of notes payable was converted into 183,532 shares of common stock.

7) Capital

During the nine months ended November 30, 2007, we issued 5,838,863 shares of Common Stock for consideration of $5,650,620. During the nine months ended November 30, 2006, we issued 1,791,937 shares of common stock for consideration of $1,580,050.

Warrants

As of February 29, 2004, the aggregate number of outstanding options, warrants, and common share equivalents was significantly in excess of the authorized but unissued number of shares of our common stock. Management intends to seek shareholder approval of an increase in the Company's authorized shares sufficient to satisfy all existing commitments and create available shares for potential future investments. However, such approval has not been granted. Hence, the management determined that the value of the warrants is required to be classified as a liability under the provisions of EITF 00-19 - Accounting for Derivative Financial Instruments Indexed To and Potentially Settled In a Company's Own Stock. As of February 28, 2005, we reclassified the value of the warrants to a derivative liability. There is no longer a derivative liability at November 30, 2007.

The warrants granted during bankruptcy settlement were valued using the following black schools assumptions:

Risk free interest rate - 5.25%

Dividend Yield - 0.0%

Volatility - 50%

Expected term - 5 years

Activity in issued and outstanding warrants was as follows:

	Number of Shares			Exercise Prices
Outstanding, February 28, 2005		574,684		$	6.76-858.52
Cancelled		(574,684	)	$	6.76-858.52
Issued		5,022,948		$	2.00-3.00
Exercised		-		$	-
Outstanding February 28, 2006		5,022,948		$	3.50
Issued		1,155,589		$	2.00-3.50
Exercised		-			-
Outstanding February 28, 2007		6,178,537		$	2.00-3.50
Issued		751,642		$	3.00
Exercised		-			-
Outstanding November 30, 2007		6,930,179		$	2.00-3.50

There was no aggregate intrinsic value of the warrants as of November 31, 2007.

8) Significant Customers

In the nine months ended November 30, 2007, we sold AuraGen related products to three significant customers for a total of approximately $1,004,000, or 53% of net revenues. These customers are not related to or affiliated with us.

At November 30, 2007, we held accounts receivable from two significant customers for a total of approximately $260,000, or 46% of net receivables. Neither of these customers are related to or affiliated with us.

9) Contingencies

Barovich/Chiau et. al. v. Aura Systems, Inc. et. al. (Case No. CV -95-3295).

As previously reported in our fiscal 2000 report on Form 10-K, we settled shareholder litigation in the referenced matter in January 1999. On November 20, 1999, the parties entered into an Amended Stipulation of Settlement, requiring that we make payment of $2,260,000 (plus interest) in thirty-six equal monthly installments of $70,350. On October 22, 2002, after we had failed to make certain monthly payments, Plaintiffs applied for and obtained a judgment against us for $935,350, representing the balance due. We have subsequently made only two monthly payments of $70,350 each, reducing the amount owed to $794,650 (plus interest) as of February 28, 2005. Subsequent to year end, the bankruptcy court (see footnote 18) approved the settlement of this claim in the amount of approximately $820,000, to be satisfied by the issuance of approximately 465,000 shares of common stock in the recapitalized company. Plaintiffs appealed the settlement claiming they are a secured creditor entitled to full payment in cash over a period of five years. The appellate court upheld the settlement provisions, and Plaintiffs have appealed this decision. The appeal is pending.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Report contains forward-looking statements within the meaning of the federal securities laws. Statements other than statements of historical fact included in this Report, including the statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding future events or prospects are forward-looking statements. The words “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” “would “should,” “may,” or other similar expressions in this Report, as well as other statements regarding matters that are not historical fact, constitute forward-looking statements.. We caution investors that any forward-looking statements presented in this Report are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results may differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:

Our ability to generate positive cash flow from operations;

Our ability to obtain additional financing to fund our operations;

Our business development and operating development; and

Our expectations of growth in demand for our products.

For further information regarding these and other risks and uncertainties, we refer you to Part I, Item 1A of our Form 10-K for the fiscal year ended February 28, 2007.

We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by law. You should interpret all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf as being expressly qualified by the cautionary statements in this Report. As a result, you should not place undue reliance on these forward-looking statements.

Overview

We design, assemble and sell the AuraGen^®, our patented mobile power generator that uses the engine of a vehicle to generate power. The AuraGen^® delivers on-location, plug-in electricity for any end use, including industrial, commercial, recreational and military applications. We began commercializing the AuraGen^® in late 1999. To date, AuraGen^® units have been sold in numerous industries, including recreational, utilities, telecommunications, emergency/rescue, public works, catering, oil and gas, transportation, government and the military.

Since fiscal 2002 sales and support of the AuraGen^® have provided substantially all of our operating revenues.

We have not yet achieved a level of AuraGen^®sales sufficient to generate positive cash flow. Accordingly, we have depended on repeated infusions of cash in order to maintain liquidity as we have sought to develop sales.

Our current level of sales reflects our efforts to introduce a new product into the marketplace. Many purchases of the product are being made for evaluation purposes. We seek to achieve profitable operations by obtaining market acceptance of the AuraGen^® as a competitive - if not superior - product providing mobile power, thereby causing sales to increase dramatically to levels which support a profitable operation. There can be no assurance that this success will be achieved.

Results of Operations

For the three and nine month periods ended November 30, 2007

Our net loss for the nine months ended November 30, 2007 (the “Nine Months FY2008”) was $5,413,545 compared to a net loss of $3,951,577 for the nine months ended November 30, 2006 (the “Nine Months FY2007”). Net operating revenues and gross profit were $1,980,584 and $459,540 respectively, in the Nine Months FY2008 and $1,190,469 and $558,414, respectively, in Nine Months FY2007.

The Company's net loss for the three months ended November 2007 (the “Third Quarter FY2008”) was $2,032,177 compared to a net loss of $1,491,891 for the three months ended November 30, 2006 (the “Third Quarter FY2007”). Net operating revenues and gross profit were $861,821 and $140,343, respectively, in the Third Quarter FY2008 and $354,109 and $145,098, respectively, in the Third Quarter FY2007.

Net revenues for the Nine Months FY2008 of $1,980,584 represents an increase of $790,115 (66%) from $1,190,469 in the Nine Months FY2007. Net revenues for the Third Quarter FY2008 of $861,821 represents an increase of $507,712 (143%) from $354,109 in the Third Quarter FY2007. Revenue increases were a result of our increased sales and marketing efforts that have been undertaken since the middle part of fiscal 2007 when we began to rebuild our sales staff after emerging from bankruptcy.

Cost of goods for the Nine Months FY2008 of $1,449,044 represents an increase of $816,989 (129%) from $632,055 in the Nine Months FY2007. Cost of goods for the Third Quarter FY2008 of $721,478 increased from $209,011 in the Third Quarter FY2007; a $512,461 (245%) increase.

Engineering, research and development expenses increased by $358,944 (44%) to $1,170,263 in the Nine Months FY2008 from $813,319 in the Nine Months FY2007 and increased by $246,497 (109%) to $473,132 in the Third Quarter FY2008 from $226,635 in the Third Quarter FY2007. Our expenditures in this area have begun to increase as a result of our efforts in developing the tandem generator, the eight inch generator and the 200 amp ECU.

Selling, general and administrative (“SG&A”) expenses increased to $4,615,679 in the Nine Months FY2008 from $3,601,099 in the Nine Months FY2007; an increase of $1,014,580 (26%) and increased to $1,660,395 in the Third Quarter FY2008 from $1,362,094 in the Third Quarter FY2007; an increase of $298,301 (22%). These increases are primarily a result of increasing our sales and support staff as we begin to expand our sales base and prepare for expected increases in our sales.

Net interest expense for the Nine Months FY2008 increased $5,890 to $115,666 from $109,776 in the Nine Months FY2007, and $9,267 to $38,993 from $48,260 in the three months ended November 30, 2007. The increase in net interest expense for the nine month period is due to a reduction in interest income as a result of lower levels of investable cash during the period, partially offset by a smaller reduction in interest expense due to lower debt levels during the period. The decrease in net interest expense in the three month period is due to the lower levels of debt in the current year period.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition

We are required to make judgments based on historical experience and future expectations, as to the reliability of shipments made to our customers. These judgments are required to assess the propriety of the recognition of revenue based on Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition," and related guidance. Because sales are currently in limited volume and many sales are for evaluative purposes, we have not booked a general reserve for returns. We will consider an appropriate level of reserve for product returns when our sales increase to commercial levels.

Inventory Valuation and Classification

Inventories consist primarily of components and completed units for our AuraGen^® product. Inventories are valued at the lower of cost (first-in, first-out) or market. Provision is made for estimated amounts of current inventories that will ultimately become obsolete due to changes in the product itself or vehicle engine types that go out of production. Due to continuing lower than projected sales, we are holding inventories in excess of what we expect to sell in the next fiscal year. The net inventories which are not expected to be realized within a 12-month period based on current sales forecasts have been reclassified as long term. Management believes that existing inventories can, and will, be sold in the future without significant costs to upgrade it to current models and that the valuation of the inventories, classified both as current and long-term assets, accurately reflects the realizable values of these assets. The AuraGen^® product being sold currently is not technologically different from those in inventory. Existing finished goods inventories can be upgraded to the current model with only a small amount of materials and manpower. We make these assessments based on the following factors: i) existing orders, ii) age of the inventory, iii) historical experience and iv) our expectations as to future sales. If expected sales volumes do not materialize, there would be a material impact on our financial statements.

Valuation of Long-Lived Assets

Long-lived assets, consisting primarily of property and equipment, and patents and trademarks, comprise a portion of our total assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Recoverability of assets is measured by a comparison of the carrying value of an asset to the future net cash flows expected to be generated by those assets. Net cash flows are estimated based on expectations as to the realizability of the asset. Factors that could trigger a review include significant changes in the manner of an asset’s use or our overall strategy.

Specific asset categories are treated as follows:

Accounts Receivable: We record an allowance for doubtful accounts based on our expectation of collectibility of current and past due accounts receivable.

Property, Plant and Equipment: We depreciate our property and equipment over various useful lives ranging from five to ten years. Adjustments are made as warranted when market conditions and values indicate that the current value of an asset is less than its net book value.

When we determine that an asset is impaired, we measure any such impairment by discounting an asset’s realizable value to the present using a discount rate appropriate to the perceived risk in realizing such value. When we determine that an impaired asset has no foreseeable realizable value, we write such asset down to zero.

Liquidity and Capital Resources

We had cash of approximately $306,000 and $1,051,000 at November 30, 2007 and February 28, 2007, respectively. For the nine months ended November 30, 2007 and the year ended February 28, 2007, we reported a loss of $5,413,545 and $6,168,447 respectively, on net revenues of approximately $2.0 million and $1.6 million, respectively. We had working capital at November 30 and February 28, 2007, of approximately $1.0 million and $.8 million, respectively.

The cash flow generated from our operations to date has not been sufficient to fund our working capital needs, and we cannot predict when, or if, operating cash flow will be sufficient to fund our working capital needs. In the past, in order to maintain liquidity, we have relied upon external sources of financing, principally equity financing and private and bank indebtedness. We have no bank line of credit.

Since 2002 substantially all of our revenues from operations have been derived from sales of the AuraGen^®. The cash flow generated from our operations to date has not been sufficient to fund our working capital needs, and we cannot predict when operating cash flow will be sufficient to fund working capital needs. Since fiscal 2002 we were forced to scale back operations due to inadequate working capital and in June 2005 we were forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code, from which we emerged under a court-approved plan of reorganization in January 2006.

In the past, in order to maintain liquidity we have relied upon external sources of financing, principally equity financing and private and bank indebtedness. We have no bank line of credit and require additional debt or equity financing to fund ongoing operations. We are seeking to raise additional capital. However, we have no firm commitments from third parties to provide additional financing and we cannot assure you that financing will be available at the times or in the amounts required. The issuance of additional shares of equity in connection with such financing could dilute the interests of our existing stockholders, and such dilution could be substantial. If we cannot raise needed funds, we would also be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.

At November 30, 2007, we had accounts receivable, net of allowance for doubtful accounts, of $564,303, compared to $249,984 at February 28, 2007.

We purchased $168,350 of property and equipment in the Nine Months FY2008 and $105,728 in the Nine Months FY2007. The Company has no material capital project that would require funding and we believe our current plant and equipment is sufficient to support our current level of sales.

We repaid $442,201of debt in the Nine Months FY2007, with no comparable debt repayments in the Nine Months FY2006. Additionally, in the nine months ended November 30, 2007, $183,532 of notes payable was converted into 183,532 shares of our common stock.

Capital Transactions

During the nine months ended November 30, 2007, we issued 5,838,863 shares of common stock for proceeds of $5,650,620. During the nine months ended November 30, 2006, we issued 1,791,937 shares of common stock for proceeds of $1,580,050.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. We consider our exposure to market risks to be immaterial. Historically, we have not entered into derivative financial instrument transactions to manage or reduce market risk or for speculative purposes. Our long term debt obligations all bear interest at fixed rates and, therefore, have no exposure to interest rate fluctuations. Our risk related to foreign currency fluctuations is not material at this time, as any accounts we have in foreign denominations are not in themselves material.

As we anticipate needing to use the cash we hold within a short period, we have it invested it in money market accounts, and we do not expect that the amount of fluctuation in interest rates will expose us to any significant risk due to market fluctuation.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and have concluded, as of November 30, 2007, that they were not effective in view of our delinquent filings at such date. Since such date, upon the filing of this report, we are now current with respect to our reporting obligations under SEC rules. We believe that as of the filing date of this report the causes of delinquent filings, described below, have been eliminated and that our disclosure controls and procedures are now adequate to ensure timely and accurate disclosure under SEC rules and regulations.

As of November 30, 2007, we were delinquent in filing all quarterly and annual SEC reports due since November 30, 2004. We did not have adequate financial resources to engage our outside auditors and ensure the timely filing of Form 10-K for the fiscal year ended February 28, 2005. In June 2005 our financial condition required us to seek protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. The commencement of the bankruptcy proceeding placed additional demands on our then existing accounting personnel, including the filing of monthly financial reports with the bankruptcy court and the SEC. Our limited financial and personnel resources did not allow us to fully address our reporting obligations under the Securities Exchange Act of 1934 until we emerged from bankruptcy on January 31, 2006. We continued to be hampered by other events which further delayed the filing of our delinquent SEC reports. Specifically, the integrity of our financial records was severely disrupted as a result of errors made by temporary file personnel in December 2005 in the course of moving our principal office from 2335 Alaska Avenue to our Utah Avenue location. This problem was compounded by a change in accounting personnel in February 2006.

In February 2006, when we successfully emerged from bankruptcy under a plan of reorganization, we retained a new Chief Financial Officer and other accounting personnel. In May 2006we engaged new auditors to audit our financial statements for fiscal years from and after February 2005 and to review our interim quarterly financial statements for all subsequent quarters. We continued to work diligently towards the completion and filing of delinquent quarterly and annual reports. However, delays were unavoidable due to the impact of the factors discussed above and the number of financial reporting periods involved. Subsequent to November 30, 2007, we became current with respect to all of our quarterly and annual reports. We now believe that as of the date of this report the causes of delinquent filings have been eliminated and that our disclosure controls and procedures are now adequate to ensure timely and accurate disclosure under SEC rules and regulations.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our fiscal quarter ended November 30, 2007, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

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

During the nine months ended November 30, 2007, we issued 5,838,863 shares of common stock for proceeds of $5,650,620.

All of the sales of unregistered securities were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as these offerings were a private placement to a limited number of accredited investors without public solicitation or advertising.

ITEM 6. Exhibits

31.1		Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

31.2		Certifications pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.

32.1		Certification of CEO and CFO Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 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.


	AURA SYSTEMS, INC.
		(Registrant)

Date: March __, 2008	By:	/s/ Melvin Gagerman Melvin Gagerman Chief Financial Officer (Principal Financial and Accounting Officer)