SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Goren Andrea

(Last)

(First)

(Middle)

C/O XPLORE TECHNOLOGIES CORP.

14000 SUMMIT DRIVE, SUITE 900

(Street)

AUSTIN

78728

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2007

3. Issuer Name and Ticker or Trading Symbol
XPLORE TECHNOLOGIES CORP [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,000	D
Common Stock	1,683,586	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽³⁾	06/21/2010	Common Stock	150,000	$0.93⁽²⁾	D
Stock Options (right to buy)	⁽⁴⁾	08/29/2011	Common Stock	200,000	$0.44⁽²⁾	D
Warrants (right to buy)	12/17/2004	05/30/2008	Common Stock	8,918,000	$0.55	I	See Footnote⁽¹⁾
Warrants (right to buy)	04/10/2006	04/10/2008	Common Stock	4,199,453	$0.45⁽²⁾	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	31,032,014	$0.34	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Owned directly by Phoenix Venture Fund LLC ("Phoenix"). Mr. Goren is the co-manager of the managing member of Phoenix. Mr. Goren disclaims any beneficial ownership of the securities held by Phoenix, except to the extent of his pecuniary interest therein.

2. Amounts are in Canadian dollars.

3. 50,000 options vested on June 21, 2006, 50,000 options vested on June 21, 2007 and 50,000 options will vest on June 21, 2008.

4. 50,000 options vested on August 29, 2006, 50,000 options will vest on August 29, 2007, 50,000 options will vest on August 29, 2008 and 50,000 options will vest on August 29, 2009.

5. Each share of Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock on a one-for-one basis, subject to adjustment for stock dividends, splits, combinations and similar events.

6. Each share of Series A Convertible Preferred Stock shall automatically convert into shares of common stock at the then applicable conversion rate upon the earlier of (i) the closing of a firm commitment public offering of the Issuer's common stock at a price not less than $0.85 per share (subject to adjustment for stock dividends, splits, combinations and similar events) and net proceeds of not less than $20 million, or (ii) the vote or written consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock.

	/s/ Andrea Goren	06/22/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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