Form
      10KSB/A





ECOTALITY,
      INC. - ETLY





Filed:
      October 1, 2008 (period: December 31, 2007)




Amendment
          to a previously filed 10KSB









Table
        of
        Contents




10KSB/A
                - 10KSB/APART
                IITEM
                8A CONTROLS AND PROCEDURESITEM
                13 EXHIBITSSIGNATURESEX-31.1
                (EX-31.1)EX-31.2
                (EX-31.2)EX-32
                (EX-32)









**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form 10-KSB/A**




**x** **Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934**




**For
      the Fiscal Year Ended December 31, 2007**




**o** **Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934**




**For
      the Transition Period from
                    
to**




**Commission
      File Number 000-50983**




**ECOTALITY,
      INC.**


(Name
      of
      small business issuer in its charter)




**Nevada**
            
            **68-0515422**(State or other jurisdiction of incorporation or organization)
            
            (I.R.S. employer identification number)




**6821
                E. Thomas Road****Scottsdale,
                AZ**
            
            **85251**(Address
                of principal executive offices)
            
            (Zip
                code)




Issuer’s
      telephone number: **(480) 219-5005**




Securities
      Registered Pursuant to Section 12(b) of the Act:




**Title
                of each class**
            
            **Name of each exchange on which registered**None
            
            None




Securities
      Registered Pursuant to Section 12(g) of the Act:




****
            **Common Stock, $0.001 par value**
            ****(Title
                of class)




(Title
      of
      class)




Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 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. x Yes o No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-K is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this
      Form 10-KSB or any amendment to this Form 10-KSB. x




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




The
      issuer’s revenue for its most recent fiscal year was $2,588,658.




The
      Company’s common stock is listed on the Over-the-Counter Bulletin Board under
      the stock ticker symbol “ETLY.”  The aggregate market value of the voting
      and non-voting common equity held by non-affiliates based upon a price per
      share
      of $0.21, which was the closing price on March 27, 2008, is
      $15,796,543




The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of March 27, 2008 was 124,732,861.




Transitional
      Small Business Disclosure Format (Check one): Yes o No x










**EXPLANATORY
      NOTE**





This
      Amendment No. 1 on Form 10-KSB/A to the Annual Report on Form 10-KSB for the
      year ended December 31, 2007 of the Registrant which was filed with the
      Securities Exchange Commission on March 28, 2008 (the “Original Filing”) is
      being filed to amend or include certain disclosures contained in Item 8A.
      Controls and Procedures.





As
      a
      result of this Amendment No. 1, new certifications pursuant to Section 302
      and
      Section 906 of the Sarbanes-Oxley Act of 2002 have been executed and filed
      as of
      the date of this Amendment No. 1 on Form 10-KSB/A.





Except
      for the amended disclosure contained herein, this Form 10-KSB/A does not modify
      or update other disclosures in, or exhibits to, the Original filing which are
      incorporated by reference herein.




**ITEM
      8A. CONTROLS AND PROCEDURES**





Conclusion
      Regarding the Effectiveness of Disclosure Controls and Procedures




We
      maintain a set of disclosure controls and procedures designed to ensure that
      information required to be disclosed by us in the reports filed under the
      Securities Exchange Act, is recorded, processed, summarized and reported within
      the time periods specified by the Commission’s rules and forms.
 Disclosure controls are also designed with the objective of ensuring that
      this information is accumulated and communicated to our management, including
      our chief executive officer and chief financial officer, as appropriate, to
      allow timely decisions regarding required disclosure.  In view of our
      restatement of the financial statements for the year ended December 31,
      2006, management reevaluated its disclosure controls and deemed them
      ineffective.  During fiscal year 2007, we made the following changes in our
      disclosure controls and procedures to increase their effectiveness; adding
      an
      individual to record transactions in our books of account after they have been
      reviewed by appropriate company officials, reemphasizing proper posting of
      transactions, having an independent accountant review transactions for
      compliance with applicable guidance, reviewing our chart of accounts to ensure
      that account classifications are in place, ensuring accounting personnel attend
      continuing professional education, and adding a professional accountant to
      specifically oversee all reporting for us and our subsidiaries. We evaluated
      the
      effectiveness of our disclosure controls and procedures (as defined in Rule
      13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the
      end
      of the period covered by this report. As a result of this evaluation, we
      concluded that our disclosure controls and procedures were not effective for
      the
      period ended December 31, 2007 due to the omission in our original filing of
      required disclosure, specifically our Report on Internal Control over Financial
      Reporting.





Changes
      in Internal Control





There
      were no changes in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





Management’s
      Report on Internal Control over Financial Reporting





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting (as defined in Rule 13a-15(f) under the
      Securities Exchange Act of 1934, as amended). These internal controls are
      designed to provide reasonable assurance that the reported financial information
      is presented fairly, that disclosures are adequate and that the judgment
      inherent in the preparation of financial statements is reasonable.





Our
      management does not expect that our disclosure controls or internal controls
      over financial reporting will prevent all errors or all instances of fraud.
       A control system, no matter how well designed and operated, can provide
      only reasonable, not absolute, assurance that the control system’s objectives
      will be met. Further, the design of a control system must reflect the fact
      that
      there are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that all
      control issues and instances of fraud, if any, within our company have been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. Because of the inherent limitation of a cost-effective control
      system, misstatements due to error or fraud may occur and not be detected.





Management
      conducted its evaluation of the effectiveness of our internal controls over
      financial reporting based on the framework and criteria established in Internal
      Control-Integrated Framework, issued by the Committee of Sponsoring
      Organization’s of the Treadway Commission (COSO). Based on this evaluation, we
      concluded that our internal controls over financial reporting (as defined in
      Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) were
      effective for the year ended December 31, 2007.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s Report was not subject to attestation by the company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission that permit the company to provide only management’s report
      in this annual report .




2




**ITEM
      13. EXHIBITS**





Exhibit Number
            
            Name and/or Identification of Exhibit31
            
            Certification
                  under Section 302 of the Sarbanes-Oxley Act of
                  200232
            
            Certification
                under Section 906 of the Sarbanes-Oxley Act of 2002




3





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereto duly authorized.




**ECOTALITY,
      INC.**




**Signature**
            
            **Title**
            
            **Date**/s/
                Jonathan R. Read
            
            Chief
                Executive Officer
            
            October
                1, 2008Jonathan
                R. Read




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




**ECOTALITY,
      INC.**




**Signature**
            
            **Title**
            
            **Date**/s/
                Jonathan R. Read
            
            Chief
                Executive Officer,
            
            October
                1, 2008Jonathan
                R. Read
            
            President
                and Director/s/
                Harold W. Sciotto
            
            Secretary,
                Treasurer
            
            October
                1, 2008Harold
                W. Sciotto
            
            and
                Director/s/
                Barry S. Baer
            
            Chief
                Financial Officer
            
            October
                1, 2008Barry
                S. Baer
            
            Principal
                Accounting Officer/s/
                Jerry Y. S. Lin
            
            Director
            
            October
                1, 2008Jerry
                Y. S. Lin/s/
                E. Slade Mead
            
            Director
            
            October
                1, 2008E.
                Slade Mead Don/s/
                Donald B. Karner
            
            Director
            
            October
                1, 2008Donald
                B. Karner Don




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