UNITED
STATES





SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q








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





For the
quarterly period ended: September 30, 2010





Or





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





Commission
File Number: 000-50983





ECOTALITY,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            68-0515422(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)Four
      Embarcadero Center, Suite 3720
              San
      Francisco, CA
            94111(Address
      of principal executive offices)
            (Zip
      Code)





(415)
992-3000





(Registrant’s
telephone number, including area code)





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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈    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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One):





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈
            
            Non-accelerated
      filer  ̈
              (Do
      not check of a smaller reporting company)
            
            Smaller
      reporting company þ




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yes  ̈    No x




There
were 10,666,699 shares of common stock outstanding at November 12,
2010.










ECOtality,
Inc.





Table of
Contents





PART
      I - FINANCIAL INFORMATION
            
            3Financial
      StatementsCondensed
      Consolidated Statements of Operations
            
            3Condensed
      Consolidated Balance Sheet
            
            4Condensed
      Consolidated Statements of Cash Flows
            
            5Notes
      to Condensed Consolidated Financial Statements
            
            6Management’s
      Discussion and Analysis of Financial Condition and Results  of
      Operation
            
            16Quantitative
      and Qualitative Disclosures about Market Risk
            
            21Controls
      and Procedures
            
            21PART
      II - OTHER INFORMATION
            
            26Legal
      Proceedings
            
            26Risk
      Factors
            
            26Unregistered
      Sales of Equity Securities and use of Proceeds
            
            26Defaults
      Upon Senior Securities
            
            26Submission
      of Matters to a Vote of Security Holders
            
            26Exhibits
            
            26SIGNATURES
            
            27





2


PART1.
FINANCIAL INFORMATION




ECOtality,
Inc.


Condensed
Consolidated Statement of Operations Unaudited


For
      the Three Months Ended September 30,
              
              
              For
      the Nine Months Ended September 30,2010
              
              
              2009
              
              
              2010
              
              
              2009Revenue
              
              $
              3,196,806
              
              
              $
              1,900,002
              
              
              $
              9,308,480
              
              
              $
              6,117,286Cost
      of goods sold
              
              
              3,085,028
              
              
              
              1,018,388
              
              
              
              8,538,056
              
              
              
              3,232,310Gross
      profit
              
              
              111,777
              
              
              
              881,614
              
              
              
              770,424
              
              
              
              2,884,976Expenses:Depreciation
              
              
              135,971
              
              
              
              102,224
              
              
              
              426,682
              
              
              
              352,531General
      and administrative expenses
              
              
              2,877,803
              
              
              
              11,291,586
              
              
              
              12,886,280
              
              
              
              14,177,947Research
      and development
              
              
              135,343
              
              
              
              602
              
              
              
              199,670
              
              
              
              12,763Total
      expenses
              
              
              3,149,115
              
              
              
              11,394,410
              
              
              
              13,512,630
              
              
              
              14,543,241Operating
      loss
              
              
              (3,037,339
              )
              
              
              (10,512,798
              )
              
              
              (12,742,208
              )
              
              
              (11,658,265
              )Other
      income:Interest
      income
              
              
              10,655
              
              
              
              -
              
              
              
              34,598
              
              
              
              -Gain/(Loss)
      on Disposal of Assets
              
              
              (123,998
              )
              
              
              4,424
              
              
              
              (136,199
              )
              
              
              14,184Other
      Income
              
              
              -
              
              
              
              -
              
              
              
              317,825
              
              
              
              -Total
      other income
              
              
              (113,343
              )
              
              
              4,424
              
              
              
              216,224
              
              
              
              14,184Other
      expenses:Interest
      expense
              
              
              4,974
              
              
              
              5,172,128
              
              
              
              11,017
              
              
              
              8,660,823Other
      Expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total
      other expenses
              
              
              4,974
              
              
              
              5,172,128
              
              
              
              11,017
              
              
              
              8,660,823Loss
      from operations before income taxes
              
              
              (3,155,657
              )
              
              
              (15,680,502
              )
              
              
              (12,537,001
              )
              
              
              (20,304,903
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      (loss)
              
              $
              (3,155,657
              )
              
              $
              (15,680,502
              )
              
              $
              (12,537,001
              )
              
              $
              (20,304,903
              )Weighted
      average number ofcommon
      shares outstanding - basic and fully diluted
              
              
              9,314,091
              
              
              
              3,511,297
              
              
              
              8,860,933
              
              
              
              2,910,727Net
      (loss) per share-basic and fully diluted
              
              $
              (0.34
              )
              
              $
              (4.47
              )
              
              $
              (1.41
              )
              
              $
              (6.98
              )The
      accompanying notes are an integral part of these financial
      statements




3




ECOtality,
Inc.


Condensed
Consolidated Balance Sheets




September
      30, 2010
              
              
              December
      31, 2009Assets
              
              (Unaudited)
              
              
              (Audited)Current
      assets:Cash
      and Cash Equivalents
              
              $
              9,942,127
              
              
              $
              11,824,605Restricted
      Cash
              
              
              673,662
              
              
              
              -Receivables,
      net of allowance for bad debt of  $84,418 and $92,494 as of
      9/30/10 and  12/31/09 respectively
              
              
              922,823
              
              
              
              1,296,696Inventory,
      net of allowance for obsolescence of $292,896 and $335,864  as
      of 09/30/10 and 12/31/09 respectively
              
              
              1,311,584
              
              
              
              749,492Prepaid
      expenses and other current assets
              
              
              583,165
              
              
              
              387,327Total
      current assets
              
              
              13,433,361
              
              
              
              14,258,120Fixed
      assets, net accumulated depreciation of $3,974,663, and $4,124,431 as of
      09/30/10 and 12/31/09 respectively
              
              
              2,207,482
              
              
              
              1,872,347Goodwill
              
              
              3,495,878
              
              
              
              3,495,878Trademark
              
              
              250,000
              
              
              
              0Total
      assets
              
              $
              19,386,720
              
              
              $
              19,626,344Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
              
              $
              1,270,962
              
              
              $
              372,982Accrued
      liabilities
              
              
              2,586,782
              
              
              
              1,438,177Total
      current liabilities
              
              
              3,857,744
              
              
              
              1,811,159Total
      Long Term Debt
              
              
              287,500
              
              
              
              287,500Stockholders’
      equity:Preferred
      stock, $0.001 par value, 200,000,000 sharesauthorized,
      7,862,097 and 8,597,299 shares issued and outstanding as
      of  09/30/10 and 12/31/09 respectively
              
              
              7,862
              
              
              
              8,597Common
      stock, $0.001 par value, 1,300,000,000 sharesauthorized,
      9,548,846  and 6,713,285 shares issuedand
      outstanding as of 09/30/10 and 12/31/09, respectively
              
              
              9,547
              
              
              
              6,712Common
      stock owed but not issued; 0 and 2,079,061 shares at09/30/10
      and 12/31/09 respectively
              
              
              -
              
              
              
              2,079Additional
      paid-in capital
              
              
              93,658,672
              
              
              
              88,411,074Subscription
      receivable
              
              
              -
              
              
              
              (5,000,000
              )Retained
      deficit
              
              
              (78,382,369
              )
              
              
              (65,845,368
              )Accumulated
      Foreign Currency Translation Adjustments
              
              
              (52,235
              )
              
              
              (55,409
              )Total
      stockholders' equity
              
              
              15,241,477
              
              
              
              17,527,685Total
      liabilities and stockholders' equity
              
              $
              19,386,720
              
              
              $
              19,626,344The
      accompanying notes are an integral part of these financial
      statements
 4
  ECOtality,
Inc.
 Condensed
Consolidated Statement of Cash Flows
 Unaudited


For
      the 9 Months Ended September 30,2010
              
              
              2009Cash
      flows from operating activitiesNet
      Income (loss)
              
              $
              (12,537,001
              )
              
              $
              (20,304,903
              )Adjustments
      to reconcile:Stock
      and options issued for services and compensation
              
              
              5,235,620
              
              
              
              499,738Depreciation
              
              
              501,741
              
              
              
              352,531Amortization
      of stock issued for services
              
              
              -
              
              
              
              117,206Amortization
      of discount on notes payable
              
              
              -
              
              
              
              1,147,574Amortization
      of Financing Costs
              
              
              -
              
              
              
              6,908,432Issuance
      of Letters of Credit
              
              
              (673,662
              )(Gain)/Loss
      on disposal of assets
              
              
              136,199
              
              
              
              (14,184
              )Changes
      in operating assets and liabilities:Certificate
      of Deposit
              
              
              -
              
              
              
              28,044Accounts
      Receivable
              
              
              373,873
              
              
              
              874,007Inventory
              
              
              (562,071
              )
              
              
              198,828Prepaid
      expenses and other
              
              
              (195,843
              )
              
              
              (167,625
              )Accounts
      Payable
              
              
              897,980
              
              
              
              (749,018
              )Accrued
      Liabilities
              
              
              1,148,605
              
              
              
              9,585,236Net
      cash provided (used) by operating activities
              
              
              (5,674,559
              )
              
              
              (1,524,135
              )Cash
      flows from investing activitiesPurchase
      of fixed assets
              
              
              (1,009,193
              )
              
              
              (402,365
              )Proceeds
      from sales of fixed assets
              
              
              36,101
              
              
              
              16,639Purchase
      of trademark
              
              
              (250,000
              )
              
              
              -Net
      cash provided (used) by investing activities
              
              
              (1,223,092
              )
              
              
              (385,726
              )Cash
      flows from financing activitiesBorrowings
      on Notes Payable
              
              
              
              
              
              
              2,500,000Proceeds
      from Warrant Exercise
              
              
              11,999
              
              
              
              -Proceeds
      from Subscription Receivable
              
              
              5,000,000
              
              
              
              -Net
      cash provided (used) by financing activities
              
              
              5,011,999
              
              
              
              2,500,000Effects
      of exchange rate changes
              
              
              3,174
              
              
              
              (13,831
              )Net
      increase (decrease) in cash
              
              
              (1,882,479
              )
              
              
              576,308Cash
      – beginning
              
              
              11,824,605
              
              
              
              327,332Cash
      – ending
              
              $
              9,942,127
              
              
              $
              903,640Supplemental
      disclosures:Interest
      paid
              
              $
              11,017
              
              
              $
              -Income
      Taxes paid
              
              $
              -
              
              
              $
              -Non-cash
      transactions:Stock
      and options issued for services
              
              $
              5,131,074
              
              
              $
              499,738Number
      of options Issued
              
              
              980,833Number
      of warrants Issued
              
              
              9,999Shares
      of stock issued
              
              
              1,183
              
              
              
              54,167Stock
      issued for acquisition
              
              $
              -
              
              
              $
              1,880,000Shares
      of stock issued
              
              
              -
              
              
              
              522,222Amortization
      of stock issued for services
              
              $
              -
              
              
              $
              117,206Amortization
      of discount on notes payable
              
              $
              -
              
              
              $
              1,147,574Note
      Payable converted for common stock
              
              $
              -
              
              
              $
              1,090,000Share
      of stock issued
              
              
              
              
              
              
              302,778The
      accompanying notes are an integral part of these financial
      statements





5




NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)





Note
1 – History and organization of the company





On
January 7, 2010 the Company established a new, wholly owned subsidiary,
ECOtality Australia Pty Ltd., headquartered in Brisbane,
Queensland.  This subsidiary will market and distribute battery
charging equipment to support on-road vehicles (EV), industrial equipment, and
electric airport ground support equipment (GSE).





On May
20, 2010 the Company was listed on the NASDAQ and the ticker symbol was changed
from “ETLE” to “ECTY”





The
consolidated financial statements as of September 30, 2010 include the accounts
of ECOtality Inc., ECOtality Stores, Innergy Power Corporation, ECOtality North
America and ECOtality Australia Pty Ltd.  All significant
inter-company balances and transactions have been eliminated.  ECOtality
and its subsidiaries will collectively be referred to herein as the
“Company”.








Note 2 —
Summary of Significant Accounting Policies





Use of
estimates


Preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Significant estimates have
been used by management in conjunction with the measurement of the valuation
allowance relating to deferred tax assets and future cash flows associated with
long-lived assets. Actual results could differ from those
estimates.





Cash and cash
equivalents


For
financial statement presentation purposes, the Company considers short-term,
highly liquid investments with original maturities of three months or less to be
cash and cash equivalents.





Credit
risks


Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash deposits.  The Company maintains cash
and cash equivalent balances at financial institutions that are insured by the
Federal Deposit Insurance Corporation up to $250,000.  Deposits with these
banks may exceed the amount of insurance provided on such deposits.  At
September 30, 2010 and December 31, 2009, the Company had approximately $9.3
million and $11.5 million in excess of FDIC insured limits,
respectively.





Accounts
receivable are carried on a gross basis, with no discounting, less the allowance
for doubtful accounts.  Accounts receivable at September 30, 2010 was
$922,823, and at December 31, 2009 was $1,296,696.  At September 30,
2010, we had one customer that represented in excess of 10% of our receivable
balance.  This customer had a balance of $249,158. The Company has not
experienced material losses in the past from this or any other significant
customer and continues to monitor its exposures to minimize potential credit
losses.





Impairment
of long-lived assets and intangible assets


Management
regularly reviews property, equipment, intangibles and other long-lived assets
for possible impairment. This review occurs quarterly, or more frequently if
events or changes in circumstances indicate the carrying amount of the asset may
not be recoverable. If there is indication of impairment, then management
prepares an estimate of future cash flows expected to result from the use of the
asset and its eventual disposition. If these cash flows are less than the
carrying amount of the asset, an impairment loss is recognized to write down the
asset to its estimated fair value. Management believes that the accounting
estimate related to impairment of its property and equipment, is a “critical
accounting estimate” because: (1) it is highly susceptible to change from
period to period because it requires management to estimate fair value, which is
based on assumptions about cash flows and discount rates; and (2) the
impact that recognizing an impairment would have on the assets reported on our
balance sheet, as well as net income, could be material. Management’s
assumptions about cash flows and discount rates require significant judgment
because actual revenues and expenses have fluctuated in the past and are
expected to continue to do so.





Revenue
recognition


The
Company’s revenue recognition policies are in compliance with Staff Accounting
Bulletin (SAB) 104 and Accounting Research Bulletin (ARB) 45. Revenue is
recognized when a formal arrangement exists, the price is fixed or determinable,
all obligations have been performed pursuant to the terms of the formal
arrangement and collectability is reasonably assured.  All revenues are
recorded net of sales tax.





Sales
related to long-term contracts for services (such as engineering, product
development and testing) extending over several years are accounted for under
the percentage-of-completion method of accounting.  Sales and earnings
under these contracts are recorded based on the ratio of actual costs incurred
to total estimated costs expected to be incurred related to the contract under
the cost-to-cost method based budgeted milestones or tasks as designated per
each contract. Anticipated losses on contracts are recognized in full in the
period in which losses become probable and estimable.




6





For all
other sales of product or services the Company recognizes revenues based on the
terms of the customer agreement.  The customer agreement takes the form of
either a contract or a customer purchase order and each provides information
with respect to the product or service being sold and the sales price.  If
the customer agreement does not have specific delivery or customer acceptance
terms, revenue is recognized at the time of shipment of the product to the
customer.





Management
periodically reviews all product returns and evaluates the need for establishing
either a reserve for product returns.  As of September 30, 2010 and
December 31, 2009, management has concluded that no reserve is required for
product returns.





Warranty


The
Company warrants a limited number of ECOtality North America products against
defects for periods up to 120 months. The estimate of warranty liability is
based on historical product data and anticipated future costs. Should actual
failure rates differ significantly from our estimates, we record the impact of
these unforeseen costs or cost reductions in subsequent periods and update our
assumptions and forecasting models accordingly.  At September 30, 2010
and December 31, 2009 the warranty reserve was $245,641 and $211,345
respectively.








Trademarks


The
Company capitalizes costs to develop trademarks including attorney fees,
registration fees, design costs and the costs of securing it.  The
Company capitalized costs associated with the establishment of our Blink
trademark in the quarter ended September 30, 2010.





Accounts
receivable


Accounts
receivable are carried on a gross basis, with no discounting, less the allowance
for doubtful accounts. Management estimates the allowance for doubtful accounts
based on existing economic conditions, the financial conditions of the
customers, and the amount and the age of past due
accounts.  Receivables are considered past due if full payment is not
received by the contractual due date.  Past due accounts are generally
written off against the allowance for doubtful accounts only after all
collection attempts have been exhausted.  There is no collateral held
by the Company for accounts receivable.





Contingencies




On
October 28, 2010, we and our Ecotality North America, Inc. subsidiary ("eTec")
as well as certain individuals, received subpoenas from the United States
Securities and Exchange Commission (the "SEC"), pursuant to a
formal Private Order of Investigation, in connection with a
fact-finding inquiry as to trading in our shares of common stock from the
period between August 1, 2008 and August 31, 2009.  The SEC has informed
us, and the terms of the subpoenas confirm,  that the fact-finding
inquiry should not be construed as a determination that violations of law
have occurred.  At a meeting held on November 1, 2010, our board of
directors delegated to the Audit Committee the responsibility and authority
to respond to the SEC subpoenas.  We are cooperating fully with the
SEC.


While we
have a backlog of approximately $100 million related to the DOE contract, we
continue to generate negative cash flows from our operations. As we have
publicly stated, we need to raise additional capital during the late 4th quarter
2010 and 1st quarter 2011 to complete our portion of the DOE
contract.
  Fair
Value of Financial Instruments


The
carrying amounts of the Company’s financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses and notes
payable approximate their fair values based on their short-term nature. Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of September 30, 2010 and
December 31, 2009.  The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values.





Loss per
Common Share


Net loss
per share is provided in accordance with ASC Subtopic 260-10. We present basic
loss per share (“EPS”) and diluted EPS on the face of statements of operations.
 Basic EPS is computed by dividing reported losses by the weighted average
shares outstanding.  Except where the result would be anti-dilutive to
income from continuing operations, diluted earnings per share has been computed
assuming the conversion of the convertible long-term debt and the elimination of
the related interest expense, and the exercise of stock warrants. Loss per
common share has been computed using the weighted average number of common
shares outstanding during the year. For the nine months ended September 30, 2010
and 2009, the assumed conversion of convertible preferred shares and the
exercise of stock warrants are anti-dilutive due to the Company’s net losses and
are excluded in determining diluted loss per share.





Foreign
Currency Translation


For the
nine months ended September 30, 2010, two Company subsidiaries, Portable
Energy De Mexico, and ECOtality Australia Pty. Ltd. were operating outside the
United States of America.   For both entities their local
currency is their functional currency. The functional currency is
translated into U.S. dollars for balance sheet accounts using the period end
rates in effect as of the balance sheet date and the average exchange rate is
used for revenue and expense accounts for each respective period. The resulting
translation adjustments are deferred as a separate component of stockholders'
equity, within other comprehensive loss, net of tax where
applicable.





Stock-Based
Compensation


The
Company records stock-based compensation in accordance with ASC topic 718-20
using the fair value method.  All transactions in which goods or
services are the consideration received for the issuance of equity instruments
are accounted for based on ASC Subtopic 505-50, “Equity-Based Payments to
Non-Employees” using the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable.




7





Income
Taxes





The
Company has adopted the provisions of ASC subtopic 740-10 which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns.  Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized.  A valuation allowance is provided for those
deferred tax assets for which the related benefits will likely not be realized.
Future changes in such valuation allowance are included in the provision for
deferred income taxes in the period of change.





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.





The
Company does not anticipate any significant changes to its total unrecognized
tax benefits within the next twelve months. As of September 30, 2010 no income
tax expense has been incurred.





The
Company adopted the accounting standard on accounting for uncertainty in income
taxes, which addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial
statements. Under this guidance, the Company may recognize the tax benefit from
an uncertain tax position only if it is more-likely-than-not that the tax
position will be sustained on examination by taxing authorities, based on
the technical merits of the position. The tax benefits recognized in the
financial statements from such a position are measured based on the largest
benefit that has a greater than 50% likelihood of being realized upon
ultimate settlement. The guidance on accounting for uncertainty in income taxes
also addresses derecognition, classification, interest and penalties on
income taxes, and accounting in interim periods. Management evaluated the
Company’s tax positions and concluded that the Company had taken no uncertain
tax positions that require adjustment to the consolidated financial
statements to comply with the provisions of this guidance.





Segment
reporting


Generally
accepted accounting procedures require disclosures related to components of
a company for which separate financial information is available that is
evaluated regularly by a company’s chief operating decision maker in deciding
the allocation of resources and assessing performance.  In this manner
the Company has concluded it has three reportable segments; ECOtality Stores,
Innergy Power segment and ECOtality North America segment (which includes
ECOtality Australia). The ECOtality Stores segment is the online marketplace for
fuel cell-related products and technologies with online distribution sites in
the U.S., Japan, Russia, Italy and Portugal. The Innergy Power segment is
comprised of the sale of solar batteries and other solar and battery powered
devices to end-users. The ECOtality North America segment includes our ECOtality
Australia operations and relates to sale of fast-charge systems for material
handling and airport ground support applications to the testing and development
of plug-in hybrids, advanced battery systems and hydrogen ICE conversions and
consulting revenues. This segment also includes the Minit-Charger business which
relates to the research, development and testing of advanced transportation and
energy systems with a focus on alternative-fuel, hybrid and electric vehicles
and infrastructures.  ECOtality North America holds exclusive patent rights
to the ECOtality North America SuperChargeTM and Minit-Charger systems - battery
fast charge systems that allow for faster charging with less heat generation and
longer battery life than conventional chargers. The Company has aggregated these
subsidiaries into three reportable segments: ECOtality Stores dba Fuel Cell
Store, ECOtality North America and Innergy.





Management
evaluates segment performance utilizing income (loss) from operations,
excluding depreciation of corporate assets. We also exclude goodwill from
segment assets. For the nine months ended September 30, 2010 and 2009
inter-segment sales were $361,042 and $28,723 respectively.  All
inter-segment sales have been eliminated during the consolidation
process.





Recent
Accounting Pronouncements





In
December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-17
Consolidations (Topic
810):  Improvements to Financial Reporting by Enterprises Involved
with Variable Interest Entities (“ASU 2009-17”),ASU 2009-17 amends the
guidance on variable interest entities in ASC Topic 810-Consolidationrelated to the
consolidation of variable interest entities.  It requires reporting
entities to evaluate former qualifying special purpose entities (“QPSE’s”) for
consolidation, changes the approach to determining a variable interest entity’s
(“VIE”) primary beneficiary from a quantitative assessment to a qualitative
assessment designed to identify a controlling financial interest, and increases
the frequency of required reassessments to determine whether a company is the
primary beneficiary of a VIE.  It also clarifies, but does not
significantly change, the characteristics that identify a VIE.  This
ASU requires additional year-end and interim disclosures for public and
nonpublic companies that are similar to the disclosrures required by ASC
paragraphs 810-10-50-8 through 50-19 and 860-10-50-3 through
50-9.  ASU 2009-17 is effective as of the beginning of each reporting
entitiy’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter.  On January 1, 2010, the Copany
adopted ASU 2009-17.  The adoption of ASU 2009-17 did not have a
material impact on the Company’s consolidated financial statements.




8





In
January 2010 the FASB issued ASU 2010-06—Fair Value Measurement and
Disclosures (Topic 820):  Improving Disclosures about Fair Value
Measurements(“ASU 2010-06”), ASU 2010-06
amends certain disclosure requirements of Subtopic 820-10 and provides
additional disclosures for transfers in and out of Levels I and II and for
activity in Level III.  This ASU also clarifies certain other existing
disclosure requirements including level of desegregation and disclosures around
inputs and valuation techniques.  The final amendments to the ASC will
be effective for annual or interim reporting periods beginning after December
15, 2009, except for the requirement to provide the Level 3 activity for
purchases, sales, issuances, and settlements on a gross basis.  That
requirement will be effective for fiscal years beginning after December 15,
2010, and for interim periods withing those fiscal years.  Early
adoption is permitted.  ASU 2010-06 does not require disclosures for
earlier periods presented for comparative purposes at initial
adoption.  The Company adopted ASU 2010-06 as of January 1, 2010 with
respect to the provisions required to be adopted as of January 1,
2010.  The adoption of these provisions of ASU 2010-06 did not have a
material impact on the Company’s consolidated financial
statements.   The Company does not believe that the provisions of
ASU 2010-06 that are effective for fiscal years beginning after December 15,
2010 will have a material impact on the Company’s consolidated financial
statements.





In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The adoption of
FASB ASC No. 860 will not have an impact on the Company’s financial
statements.





In
February 2010, the FASB issued ASU No. 2010-08- Technical Corrections to Various
Topics (“ASU 2010-08”).  ASU 2010-08 is the result of the FASB’s
review of its standards to determine if any provisions are outdated, contain
inconsistencies, or need clarifications to reflect the FASB’s original
intent.  The FASB believes the amendments do not fundamentally change
U.S. GAAP.  However, certain clarifications on embedded derivatives
and hedging (Subtopic 815-15) may cause a change in the application of that
Subtopic and special transition provisions are provided for those
amendments.  The ASU contains various effective dates.  The
clarifications of the guidance on embedded derivatives and hedging (Subtopic
815-15) are effective for fiscal years beginning after December 15,
2009.l  The amendments to te guidance on accounting for income taxes
in a reorganization (Subtopic 852-740) applies to reorganizations for which the
date of the reorganization is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.  All other
amendments are effective as of the first reporting period (including interim
periods) beginning after February 2, 2010.  On January 1, 2010, the
Company adopted ASU 2010-08.  The Company is still determing what
effect the adoption of ASU 2010-08 will have on the Company’s consolidated
financial statements.





Pending
Accounting Pronouncements


In
October 2009 the FASB issued ASU No. 2009-13- Revenue Recognition (Topic 605),
Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging
Issues Task Force (“ASU 2009-13”).  ASU 2009-13 amends ASC
Subtopic 650-25 to eliminate the requirement that all undelivered elements have
vendor specific objective evidence (“VSOE”) or third party evidence (“TPE”)
before an entity can recognize the portion of an overall arrangement fee that is
attributable to items that already have been delivered.  In the
absence of VSOE or TPE of the standalone selling price for one or more delivered
or undelivered elements in a multiple-element arrangement, entities will be
required to estimate the selling prices of those elements.  The
overall guidance will require entities to disclose more information about their
multiple-element revenue arrangements.  The ASU is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010.  Early adoption is
permitted.  If a company elects early adoption and the period of
adoption is not the beginning of its fiscal year, the requirements must be
applied retrospectively to the beginning of qualitative and quantitative
disclosures about the impact of the changes.  The Company is
still determining what effect the adoption of ASU 2009-13 will have on its
consolidated financial statements.




International
Financial Reporting Standards


In
November 2008, the Securities and Exchange Commission (“SEC”) issued for comment
a proposed roadmap regarding potential use of financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued
by the International Accounting Standards Board. Under the proposed roadmap, the
Company would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative information also prepared under
IFRS for fiscal 2013 and 2012. The Company is currently assessing the potential
impact of IFRS on its financial statements and will continue to follow the
proposed roadmap for future developments.




Reclassifications


Certain
reclassifications have been made to the prior years’ financial statements to
conform to the current year presentation.  These reclassifications had no
effect on previously reported results of operations or retained
earnings.




9





Note 3
– Fair Value Measurements





The
Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair
value of certain of its financial assets required to be measured on a recurring
basis.  The adoption of ASC Topic 820-10 did not impact the Company’s
financial condition or results of operations.  ASC Topic 820-10
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value.  The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements).  ASC Topic 820-10 defines
fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants on
the measurement date.  A fair value measurement assumes that the
transaction to sell the asset or transfer the liability occurs in the principal
market for the asset or liability.  The three levels of the fair value
hierarchy under ASC Topic 820-10 are described below:





Level
1 – Valuations based on quoted prices in active markets for identical
assets or liabilities that an entity has the ability to access.





Level
2 – Valuations based on quoted prices for similar assets and liabilities in
active markets, quoted prices for identical assets and liabilities in markets
that are not active, or other inputs that are observable or can be corroborated
by observable data for substantially the full term of the assets or
liabilities.





Level
3 – Valuations based on inputs that are supportable by little or no market
activity and that are significant to the fair value of the asset or
liability.





Note 4 –
Fixed assets





Fixed
assets as of September 30, 2010 and at December 31, 2009 consisted of the
following:





At September 30, 2010
            
            
            At December 31, 2009Equipment
            
            $
            3,317,129
            
            
            $
            3,200,649Buildings
            
            
            575,615
            
            
            
            575,615Vehicles
            
            
            796,311
            
            
            
            1,282,577Furniture
      & Fixtures
            
            
            169,061
            
            
            
            100,883Leasehold
      improvements
            
            
            771,038
            
            
            
            704,911Computer
      Software
            
            
            552,991
            
            
            
            132,1446,182,145
            
            
            
            5,996,778Less:
      accumulated depreciation
            
            
            (3,974,663)
            )
            
            
            (4,124,431)2,207,482
            
            
            
            1,872,347




Depreciation
expense totaled $501,741 and $352,531, for the nine months ended September 30,
2010 and 2009 respectively.





Note 5 –
Stockholders’ equity





The
Company is authorized to issue 1,300,000,000 shares of its $0.001 par value
Common Stock and 200,000,000 shares of $0.001 par value preferred
stock.





Common
Stock




There
were 6,713,285 shares of Common Stock outstanding and 2,079,061 shares owed but
not issued at December 31, 2009.





Shares
owed but not issued at December 31, 2009 were subsequently issued in the quarter
ended March 31, 2010 as follows:  673,505 shares were issued to
Jonathan Read, 16,666 shares were issued to a consultant in lieu of cash
compensation (FMV of these shares was $129,994, based on the share price on the
grant date of $7.80) and 1,388,888 shares were issued to new
investors.





19,998
shares of Common Stock were issued in the quarter ended March 31, 2010 relating
to the exercise of warrants with an exercise price of $0.60.  The
warrants were exercised in the following increments:  9,999 on January
11, 2010, 3,333 on January 15, 2010, 3,333 on January 19, 2010 and 3,333 on
March 22, 2010.  These warrants were exercised for cash.





On March
3, 2010 60,000 shares were issued to BridgePointe Master Fund on the conversion
of the same number of preferred shares.





In the
quarter ended March 31, 2010, 130 previously outstanding fractional shares of
Common Stock (resulting from the November 2009 reverse stock split) were bought
back and cancelled by the Company reducing the total outstanding shares by that
amount.




10





There
were 8,872,474 shares of Common Stock outstanding and 0 shares were owed but not
issued at March 31, 2010.





On April
7, 2010, 83 shares of Common Stock were issued to an employee in accordance with
an employment agreement.





On April
8, 2010, 1,100 shares of Common Stock were issued to a consultant in accordance
with a contractual agreement.





On April
21, 2010,418 shares of preferred stock were converted in exchange for the
issuance of 20,418 shares of Common Stock.





On April
27, 2010, 100,000 shares of preferred stock were converted in exchange for the
issuance of 100,000 shares of Common Stock.





In the
quarter ended June 30, 2010, 10 previously outstanding fractional shares of
Common Stock (resulting from the November 2009 reverse stock split) were bought
back and cancelled by the Company reducing the total outstanding shares by that
amount.





There
were 8,994,065 shares of Common Stock outstanding and 0 shares were owed but not
issued at June 30, 2010.





On July
7, 2010, 116,472 shares of preferred stock were converted in exchange for the
issuance of 116,472 shares of Common Stock.





On July
23, 2010, 31,328 shares of preferred stock were converted in exchange for the
issuance of 31,328 shares of Common Stock.





On July
31, 2010, 206,984 shares of preferred stock were converted in exchange for the
issuance of 206,984 shares of Common Stock.





On
September 9, 2010, 200,000 shares of preferred stock were converted in exchange
for the issuance of 200,000 shares of Common Stock.





In the
quarter ended September 30, 2010, 3 previously outstanding fractional shares of
Common Stock (resulting from the November 2009 reverse stock split) were bought
back and cancelled by the Company reducing the total outstanding shares by that
amount.





There
were 9,548,846 shares of Common Stock outstanding and 0 shares were owed but not
issued at September 30, 2010.





Preferred
Shares





There
were 8,597,299 shares of Series A Convertible Preferred Stock outstanding at
December 31, 2009.





On March
3, 2010, BridgePointe Master Fund converted 60,000 shares of their Preferred
Stock into 60,000 shares of Common Stock.





There
were 8,537,299 shares of Preferred Stock outstanding at March 31,
2010.





On April
21, 2010, Glenwood Capital converted 20,418 shares of Preferred Stock into
20,418 shares of Common Stock.





On April
27, 2010, BridgePointe Master Fund converted 100,000 shares of Preferred Stock
into 100,000 shares of Common Stock.





There
were 8,416,881 shares of  Preferred Stock outstanding at June 30,
2010.





On July 7
and September 9, 2010 BridgePointe Master Fund converted 116,472 and 200,000
shares, respectively, of Preferred Stock into an equal number of shares of
Common Stock.





On July
23 and 31, 2010, Tao Minga converted 31,328 and 125,311 shares, respectively, of
Preferred Stock into an equal number shares of Common Stock.





On July
31, 2010, Glenwood Capital converted 81,673 shares of Preferred Stock into
81,673 shares of Common Stock.





There
were 7,862,097 shares of Stock outstanding at September 30, 2010.





Note 6 –
Options and Warrants





In the
nine months ended September 30, 2010, 9,999, 5 year warrants with an exercise
price of $0.60 were issued to a consultant in accordance with contract terms
(valued at $51,036 using the Black Scholes Model), and 19,998 warrants with an
exercise price of $0.60 were exercised by consultants for cash.




The
following is a summary of the status of the Company’s stock
warrants*:




11





*This
table previously contained both warrants and employee options.  The options
have been removed from the table to be disclosed separately going forward,
resulting in a reduction in the outstanding number of shares in the warrant
table by 49,167 starting in December of 2008.





Number
      Of Shares
            
            
            Weighted-Average
              Exercise
      PriceOutstanding
      at December 31, 2009
            
            
            3,071,023
            
            
            $
            9.68Granted
            
            
            9,999
            
            
            $
            0.60Exercised
            
            
            (19,998)
            
            
            $
            0.60Cancelled
            
            
            -
            
            
            $
            -Outstanding
      at September 30, 2010
            
            
            3,061,024
            
            
            $
            9.71




STOCK
      WARRANTS OUTSTANDINGRange
      of
              Exercise
      Price
            
            
            Number
      of
              Shares
              Outstanding
            
            
            Weighted-Average
              Remaining
              Contractual
              Life
      in Years
            
            
            Weighted-Average
              Exercise
      Price$
            74.40-$85.20
            
            
            
            31,665
            
            
            
            0.92
            
            
            $
            81.66$
            21.00
            
            
            
            2,281
            
            
            
            1.08
            
            
            $
            21.00$
            9.00
            
            
            
            3,010,412
            
            
            
            4.11
            
            
            $
            9.00$
            0.60
            
            
            
            16,666
            
            
            
            4.00
            
            
            $
            0.603,061,024
            
            
            
            4.07
            
            
            $
            9.71




STOCK
      WARRANTS EXERCISABLERange
      of
              Exercise
      Price
            
            
            Number
      of
              Shares
              Outstanding
            
            
            Weighted-Average
              Remaining
              Contractual
              Life
      in Years
            
            
            Weighted-Average
              Exercise
      Price$
            74.40-$85.20
            
            
            
            31,665
            
            
            
            0.92
            
            
            $
            81.66$
            21.00
            
            
            
            2,281
            
            
            
            1.08
            
            
            $
            21.00$
            9.00
            
            
            
            3,010,412
            
            
            
            4.11
            
            
            $
            9.00$
            0.60
            
            
            
            16,666
            
            
            
            4.00
            
            
            $
            0.603,061,024
            
            
            
            4.07
            
            
            $
            9.71




Options:





At
December 31, 2008, there were 49,164 options outstanding.





On April
16, 2010, the Company’s outside directors received a total of 70,500 10 year
options to purchase Common Stock at a $4.60 exercise price (the closing market
price on that date).  These options were valued at $321,974 using the Black
Scholes Model These options were issued in accordance with a Director’s
Compensation package implemented in the first quarter of 2010.





On April
26, 2010, Management and Employees were awarded a total of 767,000 ten year
options to purchase Common Stock at a $5.39 exercise price (the closing market
price on that date).  These options were valued at $4,103,834 using the
Black Scholes Model  These options were issued at the direction of the
Board of Directors in an employment compensation plan approved by our Board
Compensation Committee in conjunction with an independent compensation
consultant.





On June
14, 2010 an additional 100,000 10 year options were issued to Management and
Employees to purchase Common Stock at a $6.19 exercise price (the closing market
price on that date).  These options were valued at $613,570 using the Black
Scholes Model.  These options were issued at the direction of the
Board of Directors as outlined in the employment compensation plan approved by
our Board Compensation Committee in conjunction with an independent compensation
consultant.





On
September 22, 2010 35,000 9.7 year options were issued to an employee per an
employment agreement to purchase Common Stock at a $4.04 exercise price (the
closing market price on that date). These options were valued at $139,545 using
the Black Scholes Model.





At
September 30, 2010, there were 1,021,664 options outstanding with a weighted
average exercise price of $5.56 and weighted average remaining life of 8.58
years.





Note 7 –
Segment Reporting




12





Generally
accepted accounting procedures require disclosures related to components of
a company for which separate financial information is available that is
evaluated regularly by a company’s chief operating decision maker in deciding
the allocation of resources and assessing performance.  In this manner the
Company has concluded it has three reportable segments; ECOtality Stores,
Innergy Power segment and ECOtality North America segment (which includes
ECOtality Australia). The ECOtality Stores segment is the online marketplace for
fuel cell-related products and technologies with online distribution sites in
the U.S., Japan, Russia, Italy and Portugal. The Innergy Power segment is
comprised of the sale of solar batteries and other solar and battery powered
devices to end-users. The ECOtality North America segment includes our ECOtality
Australia operations and relates to sale of fast-charge systems for material
handling and airport ground support applications to the testing and development
of plug-in hybrids, advanced battery systems and hydrogen ICE conversions and
consulting revenues. This segment also includes the Minit-Charger business which
relates to the research, development and testing of advanced transportation and
energy systems with a focus on alternative-fuel, hybrid and electric vehicles
and infrastructures.  ECOtality North America holds exclusive patent rights
to the ECOtality North America SuperChargeTM and Minit-Charger systems - battery
fast charge systems that allow for faster charging with less heat generation and
longer battery life than conventional chargers. The Company has aggregated these
subsidiaries into three reportable segments: ECOtality/Fuel Cell Store,
ECOtality North America and Innergy.





Management
utilizes income (loss) from operations, excluding depreciation of corporate
assets to evaluate segment performance. For the nine months ended September 30,
2010 and 2009 inter-segment sales were $361,042 and $28,723 respectively. 
All inter-segment sales have been eliminated during the consolidation
process.





Summarized
financial information concerning the Company’s reportable segments for the
quarter and the nine months ended September 30, 2010 and 2009 is as
follows:





3
      Month Ended September 30, 2010ECOTALITY
              NORTH
              AMERICA
            
            
            INNERGY
            
            
            FUEL CELL
              STORE
            
            
            TOTALTotal
      net operating revenues
            
            $
            2,689,001
            
            
            $
            285,056
            
            
            $
            222,749
            
            
            $
            3,196,806Depreciation
      and amortization
            
            $
            95,735
            
            
            $
            1,009
            
            
            $
            891
            
            
            $
            97,635Operating
      income (loss)
            
            $
            (1,769,818
            )
            
            $
            (17,115
            )
            
            $
            54,608
            
            
            $
            (1,732,325
            )Interest
      Income (expense)
            
            $
            (122
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (122
            )Gain
      / (Loss) on disposal of assets
            
            $
            3,358
            
            
            $
            -
            
            
            $
            -
            
            
            $
            3,358Other
      Income (expense)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Segment
      Income before Corporate Overhead Allocation
            
            $
            (1,766,582
            )
            
            $
            (17,115
            )
            
            $
            54,608
            
            
            $
            (1,729,089
            )Corporate
      Overhead Allocation
            
            $
            (1,167,714
            )
            
            $
            (123,787
            )
            
            $
            (96,730
            )
            
            $
            (1,388,231
            )Segment
      Income / (Loss)
            
            $
            (2,934,296
            )
            
            $
            (140,902
            )
            
            $
            (42,122
            )
            
            $
            (3,117,320
            )Not
      Included in segment income:Depreciation
      on Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            38,336Reported
      Net income after tax
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (3,155,657
            )Capital
      Expenditures
            
            $
            673,846
            
            
            $
            -
            
            
            $
            -
            
            
            $
            673,846Total
      segment assets - excluding intercompany receivables
            
            $
            8,015,257
            
            
            $
            387,770
            
            
            $
            187,559
            
            
            $
            8,590,586Other
      items Not included in Segment Assets:Other
      Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            10,796,115Total
      Reported Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            19,386,700




13




3
Month Ended September 30, 2009




ECOTALITY
              NORTH
              AMERICA
            
            
            INNERGY
            
            
            FUEL CELL
              STORE
            
            
            TOTALTotal
      net operating revenues
            
            $
            1,202,325
            
            
            $
            448,983
            
            
            $
            248,693
            
            
            $
            1,900,002Depreciation
      and amortization
            
            $
            66,727
            
            
            $
            1,475
            
            
            $
            891
            
            
            $
            69,093Operating
      income (loss)
            
            $
            (1,213,816
            )
            
            $
            107,554
            
            
            $
            49,528
            
            
            $
            (1,056,734
            )Interest
      Income (expense)
            
            $
            (13
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (13
            )Gain
      / (Loss) on disposal of assets
            
            $
            4,424
            
            
            $
            -
            
            
            $
            -
            
            
            $
            4,424Other
      Income (expense)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Segment
      Income before Corporate Overhead Allocation
            
            $
            (1,209,405
            )
            
            $
            107,554
            
            
            $
            49,528
            
            
            $
            (1,052,323
            )Corporate
      Overhead Allocation
            
            $
            (9,235,780
            )
            
            $
            (3,448,908
            )
            
            $
            (1,910,360
            )
            
            $
            (14,595,048
            )Segment
      Income / (Loss)
            
            $
            (10,445,185
            )
            
            $
            (3,341,354
            )
            
            $
            (1,860,832
            )
            
            $
            (15,647,371
            )Not
      Included in segment income:Depreciation
      on Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            33,132Reported
      Net income after tax
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (15,680,503
            )Capital
      Expenditures
            
            $
            298,113
            
            
            $
            -
            
            
            $
            -
            
            
            $
            298,113Total
      segment assets - excluding intercompany receivables
            
            $
            6,032,609
            
            
            $
            502,877
            
            
            $
            195,933
            
            
            $
            6,731,419Other
      items Not included in Segment Assets:Other
      Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            1,775,953Total
      Reported Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            8,507,372




14


9 Months Ended September 30, 2010


ECOTALITY
              NORTH
              AMERICA
            
            
            INNERGY
            
            
            FUEL CELL
              STORE
            
            
            TOTALTotal
      net operating revenues
            
            $
            7,763,694
            
            
            $
            924,165
            
            
            $
            620,622
            
            
            $
            9,308,480Depreciation
      and amortization
            
            $
            310,474
            
            
            $
            2,990
            
            
            $
            2,670
            
            
            $
            316,134Operating
      income (loss)
            
            $
            (6,937,548
            )
            
            $
            (75,502
            )
            
            $
            155,225
            
            
            $
            (6,857,825
            )Interest
      Income (expense)
            
            $
            (228
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (228
            )Gain
      / (Loss) on disposal of assets
            
            $
            (8,843
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (8,843
            )Other
      Income (expense)
            
            $
            1
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1Segment
      Income before Corporate Overhead Allocation
            
            $
            (6,946,618
            )
            
            $
            (75,502
            )
            
            $
            155,225
            
            
            $
            (6,866,895
            )Corporate
      Overhead Allocation
            
            $
            (4,654,159
            )
            
            $
            (544,011
            )
            
            $
            (361,388
            )
            
            $
            (5,559,558
            )Segment
      Income / (Loss)
            
            $
            (11,600,777
            )
            
            $
            (619,513
            )
            
            $
            (206,163
            )
            
            $
            (12,426,453
            )Not
      Included in segment income:Depreciation
      on Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            110,548Reported
      Net income after tax
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (12,537,001
            )Capital
      Expenditures
            
            $
            1,009,193
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,009,193Total
      segment assets - excluding intercompany receivables
            
            $
            8,015,277
            
            
            $
            387,770
            
            
            $
            187,559
            
            
            $
            8,590,606Other
      items Not included in Segment Assets:Other
      Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            10,796,115Total
      Reported Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            19,386,720




9 Months Ended September 30,
2009





ECOTALITY
                    NORTH
                    AMERICA
                  
                  
                  INNERGY
                  
                  
                  FUEL CELL
                    STORE
                  
                  
                  TOTALTotal
      net operating revenues
                  
                  $
                  3,997,884
                  
                  
                  $
                  1,499,805
                  
                  
                  $
                  619,596
                  
                  
                  $
                  6,117,286Depreciation
      and amortization
                  
                  $
                  246,082
                  
                  
                  $
                  4,401
                  
                  
                  $
                  2,671
                  
                  
                  $
                  253,154Operating
      income (loss)
                  
                  $
                  (1,407,135
                  )
                  
                  $
                  372,624
                  
                  
                  $
                  110,872
                  
                  
                  $
                  (923,639
                  )Interest
      Income (expense)
                  
                  $
                  (13
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (13
                  )Gain
      / (Loss) on disposal of assets
                  
                  $
                  14,184
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  14,184Other
      Income (expense)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Segment
      Income before Corporate Overhead Allocation
                  
                  $
                  (1,392,964
                  )
                  
                  $
                  372,624
                  
                  
                  $
                  110,872
                  
                  
                  $
                  (909,468
                  )Corporate
      Overhead Allocation
                  
                  $
                  (12,134,062
                  )
                  
                  $
                  (4,836,686
                  )
                  
                  $
                  (2,325,312
                  )
                  
                  $
                  (19,296,060
                  )Segment
      Income / (Loss)
                  
                  $
                  (13,527,026
                  )
                  
                  $
                  (4,464,062
                  )
                  
                  $
                  (2,214,440
                  )
                  
                  $
                  (20,205,528
                  )Not
      Included in segment income:Depreciation
      on Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  99,378Reported
      Net income after tax
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (20,304,903
                  )Capital
      Expenditures
                  
                  $
                  411,995
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  411,995Total
      segment assets - excluding intercompany receivables
                  
                  $
                  6,032,609
                  
                  
                  $
                  502,877
                  
                  
                  $
                  195,933
                  
                  
                  $
                  6,731,419Other
      items Not included in Segment Assets:Other
      Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  1,775,953Total
      Reported Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  8,507,372
  15


Note 8 –
Subsequent Events





The
Company has evaluated all subsequent events through the date the financial
statements were issued, and determined that there are no subsequent events to
record, and the following subsequent events to disclose:





On
October 18, 2010, 234,958, shares of Preferred Stock were converted in exchange
for the issuance of 234,958 shares of Common Stock.





On
October 20, 2010, 200,000, shares of Preferred Stock were converted in exchange
for the issuance of 200,000 shares of Common Stock.





On
October 21, 2010, 12,500 shares of Common Stock were issued to a consultant for
professional services in lieu of cash, the FMV of these shares was $60,000 based
on the share price on date of issuance.





On
October 22, 2010, 14,502 shares of Common Stock were issued following the
cashless exercise of 16,666 warrants.





On
November 1, 2010, 655,893 shares of Preferred Stock were converted in exchange
for the issuance of 655,893 shares of Common Stock.





Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of the Company’s results of
operations and financial condition. The discussion should be read in conjunction
with the Condensed Consolidated Financial Statements and the related notes
thereto.





Forward-Looking
Statements





This
Quarterly Report contains forward-looking statements about our business,
financial condition and prospects that reflect management’s assumptions and
beliefs based on information currently available.  We can give no assurance
that the expectations indicated by such forward-looking statements will be
realized.  If any of our management’s assumptions should prove incorrect,
or if any of the risks and uncertainties underlying such expectations should
materialize, ECOtality’s actual results may differ materially from those
indicated by the forward-looking statements.





The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand our customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.





There
may be other risks and circumstances that management may be unable to
predict.  When used in this Quarterly Report, words such as,“believes,” “expects,”
“intends,” “plans,” ”anticipates,” “estimates”  and similar
expressions are intended to identify forward-looking statements, although there
may be certain forward-looking statements not accompanied by such
expressions.





GENERAL





Business
Development and Summary





ECOtality
is a leader in clean electric transportation and storage technologies The
primary focus of the Company is to facilitate and establish a
robust  electric vehicle (“EV”) charging infrastructure throughout the
world in anticipation of the broad commercialization of plug-in hybrid electric
vehicles (“PHEVs”) and battery electric vehicles (“BEVs”) .  With nearly
two-decades of industry expertise in EV technologies, the U.S. Department of
Energy (“DOE”) awarded ECOtality’s wholly-owned subsidiary, ECOtality North
America (formerly known as Electric Transportation Engineering Corporation or
“eTec”), approximately $114.8 million in matching grants to undertake the
largest deployment of electric vehicles and charging infrastructure in U.S.
history.  As the sole project manager of the total $230 million
public-private initiative known as “The EV Project,” we believe we are
uniquely positioned to capture a significant share of the market for
electric vehicles and charging solutions.





Through
The EV Project, ECOtality is leading the first large-scale deployment of smart
EV chargers for grid-tied electric vehicles.  This smart infrastructure
will feature real time connectivity, programmable charging time and a robust
media interface model that gives consumers added control of their charging
beyond “on” or “off” and allows for interaction with utilities’ demand response
initiatives and smart meter roll outs. The charging network is expected to
support the initial launch of over 5,700,Nissan Leaf batter electric vehicles
(BEVs) and 2,600 Chevrolet Volt range extended electric vehicles (REEVs) and
will deploy approximately  15,000 charging stations in sixteen U.S.
cities across six states and the District of Columbia beginning in the fourth
quarter of 2010.  The goal of The EV Project is to develop, implement and
study techniques for optimizing the deployment of charging infrastructure to
support widespread deployment of electric vehicles in the U.S. and
internationally as well as to identify commercially viable business models to
create a sustainable EV charging industry.  We believe that leading the
world’s largest EV infrastructure project gives us unparalleled and distinct
competitive advantages that will support our global business development
initiatives into the future.  Operationally, The EV Project enables
ECOtality to further develop its industry leading smart charging technologies
and should serve as a platform to establish future revenue opportunities through
commercial relationships with national retailers and partners throughout the
electric vehicle value chain.  Beginning in late 2010 as part of The EV
Project, our charging infrastructure is expected to be deployed in major
metropolitan areas including Phoenix and Tucson, Arizona, Los Angeles and San
Diego, California, Dallas, Fort Worth and Houston, Texas, Seattle, Washington,
Portland, Eugene, Salem, and Corvallis, Oregon, Nashville, Knoxville and
Chattanooga, Tennessee and Washington, DC.





16




While we
are currently focused on successfully leading The EV Project in the United
States, we are also pursuing EV charging infrastructure opportunities around the
world, particularly in China, Australia and Europe.





In
addition to on-road applications, ECOtality specializes in providing EV smart
chargers for airport ground support vehicles and material handling equipment.
ECOtality offers DC Fast Charging systems, which have been installed at over
6,000 charging stations and powering electric ground support equipment at
airports across North America and electric material handling equipment at
warehouses and shipping facilities of industry-leading companies such as
including Costco, ConAgra Foods, Kimberly-Clark, The Home Depot, Pepsi and
Toyota.





ECOtality
is also involved in the development, manufacture, assembly and sale of specialty
solar products, advanced battery systems, and hydrogen and fuel cell
systems.  Through ECOtality subsidiary, Innergy Power Systems, we
manufacture patented ThinLine sealed lead rechargeable batteries and fiberglass
reinforced panel solar modules.  Innergy’s product line is focused on solar
energy products for off-grid power in a broad range of applications for
emergency preparedness and recreation.  Through the ECOtality Stores
subsidiary, we operate an e-commerce marketplace that offers a range of
educational and small commercial fuel cell products and consulting
services.





ECOtality’s
technology portfolio is linked through our ability to deliver a broad set of
alternative energy solutions to a variety of energy consumers.  We operate
with a commercial “electro-centric” strategy and plan to continue to pursue
additional technologies and companies focused on the creation, storage, and/or
delivery of clean or renewable electric power.  ECOtality’s technologically
diverse, multi-product platform should enable us to effectively mitigate the
uncertainty of clean technology demands and regulatory changes.




While we
are positioned favorably to meet our obligations in the early stages of the DOE
contract, we have a requirement for additional capital that we have publicly
disclosed.  We intend to seek the necessary capital prior to the end
of Q1 2011 that will allow us to complete our obligations related to the DOE
contract.  It has not been determined whether this requirement will be
met through debt or an equity raise.




Status of
any announced new product or service





On
January 8, 2009 ECOtality announced its EV Microclimate Program. It is an
integrated turnkey program that provides a blueprint for a comprehensive
Electric Vehicle infrastructure system.  As part of this program ECOtality
works with all relevant stakeholders to ensure an area is prepared for consumer
adoption of electric transportation.  The implementation of an EV
Micro-Climate includes physical charge infrastructure installations at
residential, commercial and public locations, as well as comprehensive
regulatory, public awareness and marketing programs to support the various value
chains associated with an EV Micro-Climate.  As part of the process,
ECOtality will assist the automotive manufactures with the installation of
home charging systems in car owners’ homes (or in public areas) in advance of
vehicle delivery, as well as install fast charging systems in strategic
locations (ie. fuel stations, grocery stores, shopping areas)





On July
27, 2010, ECOtality launched the new Blink brand of electric vehicle smart
chargers for both Level 2 charging (240V) and Level 3 DC Fast Charging (480V),
which will be brought to market through The EV Project beginning in late
2010.  Blink Level 2 chargers are currently available in two models, an
in-home residential wall-mounted unit and a commercial stand-alone charger that
can be easily installed at various points of interest, such as in a retailer’s
parking lot. ECOtalty intends to introduce the Blink Level 3 model which can
deliver a full charge in under 30 minutes (depending upon the battery size), or
four to six times faster than can be achieved with conventional chargers, with
battery life that is equal to or longer than those using traditional battery
charging methods.  Blink can be optimized to fast-charge on-road batteries
of all chemistries, while controlling battery temperature and avoiding the
negative effects of overcharging.  Blink is programmable to charge the
vehicle when electricity rates are lowest, providing energy and cost
efficiencies, and can be formatted to link directly to participating public
utilities for monitoring and billing.  Blink can also be controlled
remotely through web and smart-phone applications. The Blink system is fully
interactive with color touch screens delivering information, third-party media
and connectivity to network headquarters. Through its ability to operate a
national network, as well as enterprise networks, Blink should provide an array
of applications for the monetization of the charging space for hosts and network
operators. Blink Level 2 chargers for commercial and residential use are
expected to be available for retail in the late 4th  quarter of 2010
and the Blink DC Fast Charger will be available for retail in the first half of
2011.




Segment
Information





Generally
accepted accounting procedures require disclosures related to components of a
company for which separate financial information is available that is evaluated
regularly by a company’s chief operating decision maker in deciding the
allocation of resources and assessing performance.  In this manner the
Company has concluded it has three reportable segments; ECOtality Stores,
Innergy Power segment and ECOtality North America segment (which includes
ECOtality Australia). The ECOtality Stores segment is the online marketplace for
fuel cell-related products and technologies with online distribution sites in
the U.S., Japan, Russia, Italy and Portugal. The Innergy Power segment is
comprised of the sale of solar batteries and other solar and battery powered
devices to end-users. The ECOtality North America segment includes our ECOtality
Australia operations and relates to sale of fast-charge systems for material
handling and airport ground support applications to the testing and development
of plug-in hybrids, advanced battery systems and hydrogen ICE conversions and
consulting revenues. This segment also includes the Minit-Charger business which
relates to the research, development and testing of advanced transportation and
energy systems with a focus on alternative-fuel, hybrid and electric vehicles
and infrastructures.  ECOtality North America holds exclusive patent rights
to the ECOtality North America SuperChargeTM and Minit-Charger systems - battery
fast charge systems that allow for faster charging with less heat generation and
longer battery life than conventional chargers. The Company has aggregated these
subsidiaries into three reportable segments: ECOtality/Fuel Cell Store,
ECOtality North America and Innergy.




17





Management
evaluates segment performance utilizing income (loss) from operations, excluding
depreciation of corporate assets. For the nine months ended September 30, 2010
and 2009 inter-segment sales were $361,042 and $28,723 respectively.  All
inter-segment sales have been eliminated during the consolidation
process.




18





Summarized
financial information concerning the Company’s reportable segments for the
quarter and the nine months ended September 30, 2010 and 2009 is as
follows:




3 Months Ended September 30,
2010




ECOTALITY
              NORTH
              AMERICA
            
            
            INNERGY
            
            
            FUEL CELL
              STORE
            
            
            TOTALTotal
      net operating revenues
            
            $
            2,689,001
            
            
            $
            285,056
            
            
            $
            222,749
            
            
            $
            3,196,806Depreciation
      and amortization
            
            $
            95,735
            
            
            $
            1,009
            
            
            $
            891
            
            
            $
            97,635Operating
      income (loss)
            
            $
            (1,769,818
            )
            
            $
            (17,115
            )
            
            $
            54,608
            
            
            $
            (1,732,325
            )Interest
      Income (expense)
            
            $
            (122
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (122
            )Gain
      / (Loss) on disposal of assets
            
            $
            3,358
            
            
            $
            -
            
            
            $
            -
            
            
            $
            3,358Other
      Income (expense)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Segment
      Income before Corporate Overhead Allocation
            
            $
            (1,766,582
            )
            
            $
            (17,115
            )
            
            $
            54,608
            
            
            $
            (1,729,089
            )Corporate
      Overhead Allocation
            
            $
            (1,167,714
            )
            
            $
            (123,787
            )
            
            $
            (96,730
            )
            
            $
            (1,388,231
            )Segment
      Income / (Loss)
            
            $
            (2,934,296
            )
            
            $
            (140,902
            )
            
            $
            (42,122
            )
            
            $
            (3,117,320
            )Not
      Included in segment income:Depreciation
      on Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            38,336Reported
      Net income after tax
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (3,155,657
            )Capital
      Expenditures
            
            $
            673,846
            
            
            $
            -
            
            
            $
            -
            
            
            $
            673,846Total
      segment assets - excluding intercompany receivables
            
            $
            8,015,257
            
            
            $
            387,770
            
            
            $
            187,559
            
            
            $
            8,590,586Other
      items Not included in Segment Assets:Other
      Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            10,796,115Total
      Reported Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            19,386,700




3 Months Ended September 30,
2009




ECOTALITY
                    NORTH
                    AMERICA
                  
                  
                  INNERGY
                  
                  
                  FUEL CELL
                    STORE
                  
                  
                  TOTALTotal
      net operating revenues
                  
                  $
                  1,202,325
                  
                  
                  $
                  448,983
                  
                  
                  $
                  248,693
                  
                  
                  $
                  1,900,002Depreciation
      and amortization
                  
                  $
                  66,727
                  
                  
                  $
                  1,475
                  
                  
                  $
                  891
                  
                  
                  $
                  69,093Operating
      income (loss)
                  
                  $
                  (1,213,816
                  )
                  
                  $
                  107,554
                  
                  
                  $
                  49,528
                  
                  
                  $
                  (1,056,734
                  )Interest
      Income (expense)
                  
                  $
                  (13
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (13
                  )Gain
      / (Loss) on disposal of assets
                  
                  $
                  4,424
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  4,424Other
      Income (expense)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Segment
      Income before Corporate Overhead Allocation
                  
                  $
                  (1,209,405
                  )
                  
                  $
                  107,554
                  
                  
                  $
                  49,528
                  
                  
                  $
                  (1,052,323
                  )Corporate
      Overhead Allocation
                  
                  $
                  (9,235,780
                  )
                  
                  $
                  (3,448,908
                  )
                  
                  $
                  (1,910,360
                  )
                  
                  $
                  (14,595,048
                  )Segment
      Income / (Loss)
                  
                  $
                  (10,445,185
                  )
                  
                  $
                  (3,341,354
                  )
                  
                  $
                  (1,860,832
                  )
                  
                  $
                  (15,647,371
                  )Not
      Included in segment income:Depreciation
      on Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  33,132Reported
      Net income after tax
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (15,680,503
                  )Capital
      Expenditures
                  
                  $
                  298,113
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  298,113Total
      segment assets - excluding intercompany receivables
                  
                  $
                  6,032,609
                  
                  
                  $
                  502,877
                  
                  
                  $
                  195,933
                  
                  
                  $
                  6,731,419Other
      items Not included in Segment Assets:Other
      Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  1,775,953Total
      Reported Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  8,507,375




19




9 Months Ended September 30, 2010


ECOTALITY
              NORTH
              AMERICA
            
            
            INNERGY
            
            
            FUEL CELL
              STORE
            
            
            TOTALTotal
      net operating revenues
            
            $
            7,763,694
            
            
            $
            924,165
            
            
            $
            620,622
            
            
            $
            9,308,480Depreciation
      and amortization
            
            $
            310,474
            
            
            $
            2,990
            
            
            $
            2,670
            
            
            $
            316,134Operating
      income (loss)
            
            $
            (6,937,548
            )
            
            $
            (75,502
            )
            
            $
            155,225
            
            
            $
            (6,857,825
            )Interest
      Income (expense)
            
            $
            (228
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (228
            )Gain
      / (Loss) on disposal of assets
            
            $
            (8,843
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            (8,843
            )Other
      Income (expense)
            
            $
            1
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1Segment
      Income before Corporate Overhead Allocation
            
            $
            (6,946,618
            )
            
            $
            (75,502
            )
            
            $
            155,225
            
            
            $
            (6,866,895
            )Corporate
      Overhead Allocation
            
            $
            (4,654,159
            )
            
            $
            (544,011
            )
            
            $
            (361,388
            )
            
            $
            (5,559,558
            )Segment
      Income / (Loss)
            
            $
            (11,600,777
            )
            
            $
            (619,513
            )
            
            $
            (206,163
            )
            
            $
            (12,426,453
            )Not
      Included in segment income:Depreciation
      on Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            110,548Reported
      Net income after tax
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            (12,537,001
            )Capital
      Expenditures
            
            $
            1,009,193
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,009,193Total
      segment assets - excluding intercompany receivables
            
            $
            8,015,277
            
            
            $
            387,770
            
            
            $
            187,559
            
            
            $
            8,590,606Other
      items Not included in Segment Assets:Other
      Corporate Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            10,796,115Total
      Reported Assets
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            19,386,720




20




9 Months Ended September 30, 2009




ECOTALITY
                    NORTH
                    AMERICA
                  
                  
                  INNERGY
                  
                  
                  FUEL CELL
                    STORE
                  
                  
                  TOTALTotal
      net operating revenues
                  
                  $
                  3,997,884
                  
                  
                  $
                  1,499,805
                  
                  
                  $
                  619,596
                  
                  
                  $
                  6,117,286Depreciation
      and amortization
                  
                  $
                  246,082
                  
                  
                  $
                  4,401
                  
                  
                  $
                  2,671
                  
                  
                  $
                  253,154Operating
      income (loss)
                  
                  $
                  (1,407,135
                  )
                  
                  $
                  372,624
                  
                  
                  $
                  110,872
                  
                  
                  $
                  (923,639
                  )Interest
      Income (expense)
                  
                  $
                  (13
                  )
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  (13
                  )Gain
      / (Loss) on disposal of assets
                  
                  $
                  14,184
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  14,184Other
      Income (expense)
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Segment
      Income before Corporate Overhead Allocation
                  
                  $
                  (1,392,964
                  )
                  
                  $
                  372,624
                  
                  
                  $
                  110,872
                  
                  
                  $
                  (909,468
                  )Corporate
      Overhead Allocation
                  
                  $
                  (12,134,062
                  )
                  
                  $
                  (4,836,686
                  )
                  
                  $
                  (2,325,312
                  )
                  
                  $
                  (19,296,060
                  )Segment
      Income / (Loss)
                  
                  $
                  (13,527,026
                  )
                  
                  $
                  (4,464,062
                  )
                  
                  $
                  (2,214,440
                  )
                  
                  $
                  (20,205,528
                  )Not
      Included in segment income:Depreciation
      on Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  99,378Reported
      Net income after tax
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  (20,304,903
                  )Capital
      Expenditures
                  
                  $
                  411,995
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  411,995Total
      segment assets - excluding intercompany receivables
                  
                  $
                  6,032,609
                  
                  
                  $
                  502,877
                  
                  
                  $
                  195,933
                  
                  
                  $
                  6,731,419Other
      items Not included in Segment Assets:Other
      Corporate Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  1,775,953Total
      Reported Assets
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  8,507,372




Employees





As of
September 30, 2010 we had 114 employees, including 12 in manufacturing and the
rest in research and development, sales and marketing, and general and
administration positions. None of our employees is represented by a labor union
or is covered by a collective bargaining agreement other than our employees in
our wholly owned subsidiary in Mexico. As we expand domestically and
internationally, however, we may encounter employees who desire union
representation. We believe that relations with our employees are
good.





We
anticipate the need of additional full- or part- time employees over the next 12
months per the award of the Department of Energy Stimulus related
contracts.  We plan to outsource the research and development and
production of our products when cost effective to do so.





Results
of Operations





QUARTER
ENDED SEPTEMBER 30, 2010, COMPARED WITH QUARTER ENDED SEPTEMBER 30,
2009





CONSOLIDATED
RESULTS





Since
January 1, 2008, we have been transitioning from being a development stage
company to a growth oriented renewable energy company with a focus toward
electric vehicle infrastructure.





Beginning
January 2009, we initiated additional efforts to strengthen our financial
viability including steps to reduce or eliminate our debt structure, obtain
additional working capital, establish strong partnerships and secure federal
stimulus contracts. Thus, the variations reflected in our results of operations
when comparing the quarter ended September 30, 2010 to the quarter ended
September 30, 2009 and described below reflect these steps as well as this
transformation and the impact of the global economic slowdown.





In the
quarter ended September 30, 2010, we had revenues of $3,196,806 compared to the
quarter ended September 30, 2009 of $1,900,002.  The increase in revenue is
largely related to the effect of our ramp up of work on our recently awarded
contract with the US Department of Energy (DOE).  The cost of goods sold
percentage for the quarter ending September 30, 2010 was 97% leaving us with a
gross profit of $111,777. Our gross profit was 43% down from the same period
prior year of 46%.  This reduction is directly related to the nature of our
cost reimbursement contract with the DOE.  This contract provides for a
cost match of 50%, which is expected to continue to reduce our gross margin in
the early stages of the contract pending the launch of electric vehicles late in
the 4th quarter 2010.




21





Total
operating expenses during the three months ended September 30, 2010 were
$3,149,115 compared to $11,394,410 for the three months ended September 30,
2009, a 72% reduction from prior year.  The reduction in overall costs is
attributable to the inclusion in the quarter ended September 30, 2009, of one
time executive bonuses ($9.1 million), partially offset by our planned increase
in spending in the quarter ended September 30, 2010 to support the DOE contract.
The higher spending includes but is not limited to expanding office space,
recruiting and hiring new employees and related administrative efforts at both
our ECOtality North America subsidiary and our corporate headquarters. 
General and administrative expenses were $2,877,803 or 91% of total operating
expenses for the three months ended September 30, 2010 compared with $11,291,586
or 99% for the three months ended September 30, 2009.  Included in
general and administrative expense are professional fees, marketing,
advertising, investor and public relations, legal, accounting, payroll, and
other general administrative expenses. Details around the changes in our
expenses are described below:




Professional
fees were $295,341 for the three months ended September 30, 2010 compared with
$179,731 for the three months ended September 30, 2009.  This increase is
attributable to the costs to secure services from an outside consulting firm to
advise the board compensation committee on the appropriate compensation plans
for employees and outside directors.  It also includes other outsourced
human resource activities to support our growing employee base and IT costs to
facilitate strong communications between our new and existing office locations.
New media, marketing, advertising and investor and public relations expenses
were $139,201 for the three months ended September 30, 2010 and $28,423 for the
three months ended September 30, 2009.  The higher spending in 2010 is
attributable to promoting our new EV products.  Legal fees were $281,151
for the quarter ended September 30, 2010 compared with $281,254 for the quarter
ended September 30, 2009.  While legal spend in both years has been
substantial, each of these figures were driven by different business
issues.  In 2009 much of our legal fees were attributable to managing our
debt.  In contrast, for the quarter ending September 30, 2010 our legal
fees are related to efforts around registering shares for the investors who
supported us in our recent capital raise and continuing to establish and protect
our Intellectual Property (IP) including the expansion of these IP protections
into targeted international markets. Accounting fees were $23,684 for the
quarter ended September 30, 2010, and $18,500 for the quarter ended September
30, 2009.  Accounting fees in both periods are attributable to reviews of
our quarterly filings, as well as the filing of our corporate tax
returns.  Executive compensation was $320,484 for the three months
ended September 30, 2010 compared with $9,308,134 for the three months ended
September 30, 2009.  The compensation figure for the three months
ended September 30, 2009 is primarily attributable to one time executive bonuses
of $8.1 million in equity compensation (in the form of stock grants) and $1
million in cash compensation for executives.  These bonuses were
designed to retain key employees.  Depreciation expense was $135,971 for
the quarter ended September 30, 2010 compared to $102,224 for the quarter ended
September 30, 2009.  All other general and administrative (G&A)
spending totaled $1,817,942 for the three months ended September 30, 2010
compared to $1,475,543 for the three months ended September 30, 2009.  The
increase in all other G&A is primarily driven by increased resources to
support the effective execution of our business plan and the fulfillment of our
DOE contract obligations.





Expenses
for research and development totaled $135,343 for the three months ended
September 30, 2010compared to$602 for the three
months ended September 30, 2009.   Expenses for R&D, while higher
than previous year, are anticipated to remain relatively low as our strategy
remains to fund these costs in whole or in part by partnering with
government and industry through R&D cost share
contracts.   Since one of our primary objectives continues to be
the commercial advancement of clean electric technologies that reduce our
dependence upon carbon based fuels, we have retained a focus on research and
development activities, and expect to continue to incur additional research and
development costs in the future.





Our
operating loss was $3,037,339 for the quarter ended September 30, 2010 compared
with a loss of $10,512,798 for the quarter ended September 30,
2009.





For the
quarter ended September 30, 2010, we earned interest income in the amount of
$10,655 compared with $0 for the quarter ended September 30, 2009.





Interest
expense was $4,974 for the three months ended September 30, 2010 compared
to $5,172,128 for the three months ended September 30, 2009.  The amount in
third quarter 2009 was driven by the interest on the convertible debentures we
issued in November and December of 2007.  We had a loss on disposal of
assets of $123,998 in the quarter ended September 30, 2010 attributable to the
disposal of a hydrogen bus no longer operational for use in the
business.  In the three months ended September 30, 2009 we had a gain
on the disposal of assets of $4,424.





Our net
loss after other income and expenses was $3,155,657 for the quarter ended
September 30, 2010 compared to a loss of $15,680,502 for the quarter ended
September 30, 2009.





NINE
MONTHS ENDED SEPTEMBER 30, 2010, COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30,
2009





It is
difficult to compare the nine months ended September 2010 results to the same
period in 2009 as during the nine months ended September 30, 2010 we have been
wholly engaged in ramping up the organization to service our new DOE contract,
to successfully become listed on a national stock exchange (NASDAQ), and to
refocus the business, now free from debenture debt, on pursuing new
opportunities to capitalize on our strong position as a leader in electric
vehicle charging and infrastructure development.  This is in strong
contrast to the same period in 2009.  The nine month period ending
September 30, 2009 was spent largely on managing onerous debt service
obligations, overcoming limited growth due to the precipitous economic downturn,
and attempting to secure investment in an adverse capital market.  Thus,
the variations reflected in our results of operations described below are based
upon these factors.




22





In the
nine months ended September 30, 2010, we had revenues of $9,308,480 compared to
the nine months ended September 30, 2009 of $6,117,286. The cost of goods sold
percentage for the nine months ending September 30, 2010 was 92% leaving us with
a gross profit of $770,424. The increase in revenues in 2010 as compared to 2009
is driven by the early stages of our new US Department of Energy (DOE)
contract.  The increased cost of goods sold percentage (up from 39% in
2009) is directly related to the nature of our cost reimbursement contract with
the DOE.  This contract provides for a cost match of 50%, which is expected
to continue to reduce our gross margin in the early stages of the contract
pending the launch of electric vehicles late in the 4th quarter
2010.





Total
operating expenses during the nine months ended September 30, 2010 were
$13,512,630 compared to $14,543,241 for nine months ended September 30, 2009.
General and administrative expenses were $12,866,280 for the nine months ended
September 30, 2010 compared with $14,177,947 for the nine months ended September
30, 2009. Details of these expenses are outlined below.





Professional
fees were $668,935 for the nine months ended September 30, 2010 compared with
$207,536 for the nine months ended September 30, 2009. The increase in 2010
reflects the costs of listing on the NASDAQ exchange as well as ramping up our
use of cost effective outsourced recruiting and human resource firms to staff as
required by our DOE contract, as well as to design appropriate compensation
plans for employees and our outside directors. New media, marketing, advertising
and investor and public relations expenses of $390,719 for the nine months ended
September 30, 2010 is up from prior year of $49,722 for the nine months ended
September 30, 2009. This planned increase is in support of launching our
new On Road (EV) business. Legal fees were $691,494 for the nine months ended
September 30, 2010 compared with $670,677 for the nine months ended September
30, 2009.  The 2010 figure is commensurate with our investments in securing
and protecting our IP (Intellectual Property) rights both in the US and abroad,
as well as filing a registration statement, our proxy and other key activities
focused on future growth.  Accounting fees were $137,434 for the nine
months ended September 30, 2010 compared with $67,000 for the nine months ended
September 30, 2009. Executive compensation was $3,642,187 for the nine months
ended September 30, 2010 compared with $9,702,937 for the nine months ended
September 30, 2009. The higher compensation in 2009 is related to one-time
equity bonuses paid in 2009 to retain employees key to the successful execution
of our business plan. Depreciation expense was $426,682 for the nine months
ended September 30, 2010 compared to $352,531 for the nine months ended
September 30, 2009.  All other general and administrative spending totaled
$7,355,511 for the nine months ended September 30, 2010 compared to $3,480,074
for the nine months ended September 30, 2009.  The increase in other
spending in 2010 is attributable to our roll out of our 2010 compensation plan
to executive, non-executive and line staff personnel critical to our successful
execution of the DOE contract and our future growth.





Expenses
for research and development totaled $199,670 for the nine months ended
September 30, 2010 compared to $12,763 for the nine months ended September 30,
2009. Since a primary objective of the Company continues to be the commercial
advancement of clean electric technologies that reduce our dependence upon
carbon based fuels, we have retained a strong focus on research and development
activities, and expect to continue to incur additional research and development
costs, although at a low rate, for the foreseeable future.




Our
operating loss was $12,742,208 for the nine months ended September 30, 2010
compared with the loss of $11,658,265 for the nine months ended September 30,
2009.





For the
nine months ended September 30, 2010, we earned interest income in the amount of
$34,598 compared with $0 for the nine months ended September 30,
2009.





Interest
expense was $11,017 for the nine months ended September 30, 2010 compared to
$8,660,823 for the nine months ended September 30, 2009. The significantly
higher amount for 2009 was driven by the interest on the convertible debentures
we issued in November and December of 2007 and the related non-cash
consideration for waivers granted by our debenture holders in extending
additional time to make required principal and interest payments.





Liquidity
and Capital Resources





As of
September 30, 2010, we had $9,942,127 of cash on hand and $673,662 in standby
letters of credit, compared to a September 30, 2009 balance of $903,640 of cash
on hand.  This increase is due to our successful capital raise efforts in
the fourth quarter of 2009, and our continued tight management of the funds
received.





We had a
use of cash for operating activities for the nine months ended September 30,
2010 in the amount of $(5,674,559) compared to a use of cash for the nine months
ended September 30, 2009 of $(1,524,135).   In addition, cash
utilized in investing activities was $1,223,092 for the nine months ended
September 30, 2010 compared to a use of cash of 385,726 for the same period in
2009.  The use of cash in the nine months ended September 30, 2010 is in
line with our budget for the DOE cost match contract.





Cash
generated by financing activities was $5,011,999 for the nine months ended
September 30, 2010 compared cash generated of $2,500,000 in 2009.  The cash
in 2010 represented the collection of a subscription receivable in January 2010
related to our October 2009 capital raise.  For 2009 the monies were
related to debenture borrowings subsequently converted to equity in our October
2009 Securities Exchange Agreement.





It is
important to understand our complex financing transactions from January 1, 2009
through September 30, 2010 as we have endeavored to become a leader in the
renewable energy sector during a period largely characterized by a lack of
capital markets in a down economy. These activities are described in detail
below:




23





On March
5, 2009 we entered in to an Agreement entitled “Amendment to Debentures and
Warrants, Agreement and Waiver” (the March Agreement”) restructuring our equity
with the institutional debt holders of the Original Issue Discount 8% Senior
Secured Convertible Debentures, dated November 6, 2007 (the “November 2007
Debentures”).   The March Agreement arranged a deferral of interest
payments until May 1, 2009 subject to conditions that were subsequently amended
on May 15, 2009.





On
May 15, 2009, despite the current tenuous economic environment, the financial
opportunities offered specifically in the American Reinvestment and Recovery Act
(ARRA) projects related to electric transportation, were deemed material to the
Company’s  future, thus the Company and the November and December 2007
Debenture Holders entered into an agreement entitled “Amendment to Debentures
and Warrants, Agreement and Waiver” (the “May Agreement”) restructuring the
Company’s  equity as well as establishing an inducement for additional
working capital. The Agreement’s effective date was May 1, 2009. 
 The


May
Agreement provided for $2,000,000 in new capital as well as additional capital
(up to $500,000) to be invested by the November and December 2007 Debenture
Holders.





On July
2, 2009 the Company completed two amendments to the May Agreement and Waiver,
and issued $2,500,000 in 8% Secured Convertible Debentures that were important
to the Company’s future and tied together the series of November and December
2007 Debenture documents that were amended three times since the initial issuing
of the debentures  in November and December 2007.  The
transactions/agreements that have been consummated include:





On
October 31, 2009, the Company signed a Securities Exchange Agreement with all
holders of its convertible debentures and holders of certain warrants to convert
all outstanding amounts ($9,111,170) under these debentures and all related
warrants into an aggregate of 8,597,299  shares of Series A
Convertible Preferred Stock (while not impacted by the current common stock
split discussed herein, it could be subject to adjustment for future forward and
reverse stock splits, stock dividends, recapitalizations and the like). The
Series A Convertible Preferred Stock has no redemption or preferential dividend
rights, but may be converted into shares of the Company’s common
stock.





Concurrent
with the signing of the Securities Exchange Agreement, the ECOtality Board of
Directors approved a 1:60 reverse stock split (the “Reverse Split”) of its
common stock and authorized Company management to affect the Reverse Split after
providing the required notice to the Financial Industry Regulatory Authority
(FINRA).  The Reverse Stock split was effective November 24,
2009.





On
October 31, 2009, ECOtality signed a Securities Purchase Agreement and a
Registration Rights Agreement with accredited investors (the “Investors”) in the
amount of $20.5 million pursuant to which the Investors agreed to purchase
shares of the Common Stock at a purchase price of $7.20 per share.  The
funds from the private placement will be utilized as working capital to support
the initial requirements of the contract signed with the Department of Energy on
September 30, 2009.





On
January 7, 2010 we received the final commitment of $5 million from the
Securities Purchase Agreements signed on October 31, 2009.




The
culmination of all the activities noted above have resulted in a strong working
capital position, the elimination of our debenture debt and related interest
obligations and have positioned us favorably to meet our obligations in the
early stages of the DOE contract.  While we have an approximate $100
million dollar backlog related to the DOE contract, we have publicly disclosed
that we are seeking additional capital prior to the end of Q1 2011 in order to
complete our obligations related to our component of the DOE contract. As we
have identified in our 2009 Annual Report Risk Factors that while we have raised
capital in the past, there is no guarantee that we will be able to
complete this contract without requiring additional working capital given this
contract is reimbursable for costs incurred.  If the Company is unable to
obtain additional capital it will have an adverse effect on our business plan.
It has not been determined whether this requirement will be met through debt or
an equity raise.




Management’s
Plan of Operation





Our long
term plan of operation calls for sustained organic growth. We believed that the
acquisitions we completed during 2007 would provide us with a base to support
this objective and this growth had been reflected in our budget and business
plans for 2009. However, growth consistent with our plans did not occur during
2009.  Sales, consulting services and manufacturing levels remained at
lower levels.




However,
with the signing of the DOE contract on September 30, 2009 and the Securities
Exchange Agreements with our debenture holders and Securities Purchase
Agreements with current and new investors on October 31, 2009, we have taken the
following actions to significantly strengthen our financial viability, which has
continued through September 30, 2010:





            Raised
      $20.5 million for working capital in equity financing from original
      investors/debt holders ($15 million) and new investors ($5.5
      million).






            Converted
      $9.08 million of debt on balance sheet to equity (preferred
      shares).





24




Working
Capital





Net
working capital is an important measure of our ability to finance our
operations.  Our net working capital at September 30, 2010 was positive by
$9,575,617.





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Commitments
and Long Term Liabilities





On June
12, 2006, the Company entered into a License Agreement with California Institute
of Technology, whereby the Company obtained certain exclusive and non-exclusive
intellectual property licenses pertaining to the development of an electronic
fuel cell technology.  The License Agreement carries an annual maintenance
fee of $50,000, with the first payment due on or about June 12, 2009.  The
License Agreement carries a perpetual term, subject to default, infringement,
expiration, revocation or unenforceability of the License Agreement and the
licenses granted thereby.





On
January 19, 2007 we purchased a small (1,750 square feet) stand alone office
building at a cost of $575,615.  A total of $287,959 has been paid and a
tax credit has been recorded in the amount of $156.  The remaining balance
of $287,500 is structured as an interest-only loan from a non affiliated
third-party, bears an interest rate of 6.75% calculated annually, with monthly
payments in the amount of $1,617 due beginning on February 16, 2007. The entire
principal balance is due on or before January 16, 2012.





As of
September 30, 2010, the Company has thirteen leases in effect for operating
space.  Future obligations under these commitments are $141,324 for the
remainder of 2010, $462,115 for 2011, $472,093 for 2012, $190,589 for 2013,
$129,159 for 2014, $109,175 for 2015.





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.  We carried out an evaluation with the
participation of our Chief Executive Officer and Chief Financial Officer, of 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, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective for the period ended September 30,
2010.





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 nine months ended September 30, 2010.




25





PART II -
OTHER INFORMATION





Legal
Proceedings





On October 28, 2010, we and our Ecotality North America, Inc.
subsidiary ("eTec") as well as certain individuals, received subpoenas from the
United States Securities and Exchange Commission (the "SEC"), pursuant to a
formal Private Order of Investigation, in connection with a fact-finding inquiry
as to trading in our shares of common stock from the period between August 1,
2008 and August 31, 2009. The SEC has informed us, and the terms of the
subpoenas confirm, that the fact-finding inquiry should not be construed as a
determination that violations of law have occurred. At a meeting held
on November 1, 2010, our board of directors delegated to the Audit Committee the
responsibility and authority to respond to the SEC subpoenas. We are cooperating
fully with the SEC.





Risk
Factors





In
addition to the other information set forth in this report, you should carefully
consider the risk factors discussed in “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2009, which could materially affect
our business, financial condition or future results. We caution the reader that
these risk factors may not be exhaustive. We operate in a continually changing
business environment and new risks emerge from time to time. Management cannot
predict such new risk factors, nor can we assess the impact, if any, of such new
risk factors on our business or to the extent to which any factor or combination
of factors may impact our business. There have not been any material changes
during the quarter ended September 30, 2010 from the risk factors disclosed in
the above-mentioned Form 10-K for the year ended December 31, 2009.





Unregistered
Sales of Equity Securities and Use of Proceeds





There
were no sales of unregistered securities for the period covered by this
report.





Defaults
upon Senior Securities





There
were no defaults upon senior securities in the nine months ended September 30,
2010.





Submission
of Matters to a Vote of Security Holders





None.




Exhibit Number
            
            Name
      and/or Identification of Exhibit3.1
            
            Amended
      and Restated Articles of Incorporation  (Note
  2)3.2
            
            Amended
      and Restated Bylaws (Note 1)31.1
            
            Rule 13a-14(a)/15d-14(a) Certification
      of CEO31.2
            
            Rule 13a-14(a)/15d-14(a) Certification
      of CFO32
            
            Certifications
      of CEO and CFO under Section 906 of the Sarbanes-Oxley Act (18 U.S.C.
      Section 1350)




Notes:





(1)
            Incorporated
      by reference herein to the Form 8-K, previously filed with the SEC on
      September 2, 2009




(2)
            Incorporated
      by reference herein to the Form 8-K, previously filed with the SEC on
      November 2, 2007.




26





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
            
            November
      15, 2010Jonathan
      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,
            
            November
      15, 2010Jonathan
      R. Read
            
            President
      and Director/s/
      Barry S. Baer
            
            Chief
      Financial Officer
            
            November
      15, 2010Barry
      S. Baer
            
            Principal
      Accounting Officer and Director





27







RIDER A




EXHIBIT
INDEX





Exhibit Number
            
            Name
      and/or Identification of Exhibit31.1
            
            Rule 13a-14(a)/15d-14(a) Certification
      of CEO31.2
            
            Rule 13a-14(a)/15d-14(a) Certification
      of CFO32
            
            Certifications
      of CEO and CFO under Section 906 of the Sarbanes-Oxley Act (18 U.S.C.
      Section 1350)





28