##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ending September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file no. 1-33001
 ENOVA SYSTEMS, INC.
 (Exact name of registrant as specified in its charter)
 California(State or other jurisdiction of 
incorporation or organization)
    
    95-3056150(I.R.S. Employer
Identification Number)
 1560 West 190th Street, Torrance, California 90501  (Address of principal executive offices, including zip code)
 (310) 527-2800  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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##### 



ENOVA SYSTEMS, INC.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)
    
    
    3Balance Sheets as of September 30, 2008 and December 31, 2007
    
    
    3Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007
    
    
    4Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007
    
    
    5Notes to Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity and Use of Proceeds
    
    
    24Item 3. Defaults upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24Signatures
    
    
    25EX-31.1EX-31.2EX-32
  2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ENOVA SYSTEMS, INC.
 
 BALANCE SHEETS
 September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,237,000
    
    
    $
    10,485,000Short term investment
    
    
    2,000,000
    
    
    
    Accounts receivable, net
    
    
    663,000
    
    
    
    4,256,000Inventories and supplies, net
    
    
    8,634,000
    
    
    
    3,565,000Prepaid expenses and other current assets
    
    
    251,000
    
    
    
    457,000Total current assets
    
    
    19,785,000
    
    
    
    18,763,000Property and equipment, net
    
    
    1,944,000
    
    
    
    870,000Investment in non-consolidated joint venture
    
    
    1,387,000
    
    
    
    1,470,000Intangible assets, net
    
    
    66,000
    
    
    
    70,000Total assets
    
    $
    23,182,000
    
    
    $
    21,173,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,162,000
    
    
    $
    1,877,000Deferred revenues
    
    
    34,000
    
    
    
    101,000Accrued payroll and related obligations
    
    
    384,000
    
    
    
    680,000Other accrued expenses
    
    
    1,703,000
    
    
    
    2,063,000Current portion of notes payable
    
    
    99,000
    
    
    
    95,000Total current liabilities
    
    
    3,382,000
    
    
    
    4,816,000Accrued interest payable
    
    
    959,000
    
    
    
    874,000Notes payable, net of current portion
    
    
    1,261,000
    
    
    
    1,306,000Total liabilities
    
    
    5,602,000
    
    
    
    6,996,000Stockholders equity:Series A convertible preferred stock  no par value, 30,000,000 shares
authorized; 2,652,412 issued and outstanding; liquidating preference
between $1.25 and $0.60 per share as of September 30, 2008 and December
31, 2007
    
    
    1,679,000
    
    
    
    1,679,000Series B convertible preferred stock  no par value, 5,000,000 shares
authorized; 546,166 shares issued and outstanding; liquidating preference
at $2 per share as of September 30, 2008 and December 31, 2007
    
    
    1,094,000
    
    
    
    1,094,000Common Stock  no par value, 750,000,000 shares authorized; 20,635,041 and
17,172,631 shares issued and outstanding as of September 30, 2008 and
December 31, 2007, respectively
    
    
    134,569,000
    
    
    
    121,970,000Common stock subscribed
    
    
    45,000
    
    
    
    30,000Stock notes receivable for the sale of preferred stock
    
    
    (1,149,000
    )
    
    
    (1,149,000
    )Additional paid-in capital
    
    
    7,322,000
    
    
    
    7,322,000Accumulated deficit
    
    
    (125,980,000
    )
    
    
    (116,769,000
    )Total stockholders equity
    
    
    17,580,000
    
    
    
    14,177,000Total liabilities and stockholders equity
    
    $
    23,182,000
    
    
    $
    21,173,000
  3




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ENOVA SYSTEMS, INC.
 
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    163,000
    
    
    $
    2,541,000
    
    
    $
    5,811,000
    
    
    $
    5,143,000Cost of revenues
    
    
    256,000
    
    
    
    2,898,000
    
    
    
    6,434,000
    
    
    
    6,231,000Gross profit (loss)
    
    
    (93,000
    )
    
    
    (357,000
    )
    
    
    (623,000
    )
    
    
    (1,088,000
    )Operating expensesResearch and development
    
    
    677,000
    
    
    
    393,000
    
    
    
    2,017,000
    
    
    
    1,258,000Selling, general & administrative
    
    
    2,847,000
    
    
    
    1,322,000
    
    
    
    6,696,000
    
    
    
    3,627,000Total operating expenses
    
    
    3,524,000
    
    
    
    1,715,000
    
    
    
    8,713,000
    
    
    
    4,885,000Gross operating loss
    
    
    (3,617,000
    )
    
    
    (2,072,000
    )
    
    
    (9,336,000
    )
    
    
    (5,973,000
    )Other income and (expense)Interest and financing fees, net
    
    
    54,000
    
    
    
    59,000
    
    
    
    208,000
    
    
    
    235,000Equity in losses of non-consolidated joint venture
    
    
    (25,000
    )
    
    
    (60,000
    )
    
    
    (83,000
    )
    
    
    (130,000
    )Total other income, net
    
    
    29,000
    
    
    
    (1,000
    )
    
    
    125,000
    
    
    
    105,000Net loss
    
    $
    (3,588,000
    )
    
    $
    (2,073,000
    )
    
    $
    (9,211,000
    )
    
    $
    (5,868,000
    )Basic and diluted loss per share
    
    $
    (0.17
    )
    
    $
    (0.13
    )
    
    $
    (0.48
    )
    
    $
    (0.38
    )Weighted average number of shares outstanding
    
    
    20,598,000
    
    
    
    16,333,000
    
    
    
    19,302,000
    
    
    
    15,340,000
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ENOVA SYSTEMS, INC.
 
 STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (9,211,000
    )
    
    $
    (5,868,000
    )Adjustments to reconcile net loss to net cash used in operating activitiesBad Debt Expense
    
    
    575,000
    
    
    
    Depreciation and amortization
    
    
    425,000
    
    
    
    224,000Loss on asset disposal, net
    
    
    
    
    
    
    40,000Inventory reserve
    
    
    157,000
    
    
    
    Equity in losses of non-consolidated joint venture
    
    
    83,000
    
    
    
    130,000Issuance of common stock for employee services
    
    
    21,000
    
    
    
    Issuance of common stock for director services
    
    
    129,000
    
    
    
    158,000Stock option expense
    
    
    457,000
    
    
    
    60,000(Increase) decrease in:Accounts receivable
    
    
    3,018,000
    
    
    
    (2,405,000
    )Inventory and supplies
    
    
    (5,226,000
    )
    
    
    (2,623,000
    )Prepaid expenses and other current assets
    
    
    206,000
    
    
    
    408,000Increase (decrease) in:Accounts payable
    
    
    (715,000
    )
    
    
    1,248,000Deferred revenues
    
    
    (67,000
    )
    
    
    (332,000
    )Accrued payroll and related expense
    
    
    (296,000
    )
    
    
    112,000Accrued expenses
    
    
    (360,000
    )
    
    
    1,106,000Accrued interest payable
    
    
    85,000
    
    
    
    102,000Net cash used in operating activities
    
    
    (10,719,000
    )
    
    
    (7,640,000
    )Cash flows from investing activities:Purchases of short-term investments
    
    
    (2,000,000
    )
    
    
    Maturities of short-term investments
    
    
    
    
    
    
    5,000,000Purchases of property and equipment
    
    
    (1,496,000
    )
    
    
    (246,000
    )Net cash provided by (used) in investing activities
    
    
    (3,496,000
    )
    
    
    4,754,000Cash flows from financing activities:Payment on notes payable and capital lease obligations
    
    
    (41,000
    )
    
    
    (25,000
    )Net proceeds from the sales of common stock
    
    
    12,008,000
    
    
    
    10,957,000Proceeds from stock notes receivable
    
    
    
    
    
    
    27,000Net cash provided by financing activities
    
    
    11,967,000
    
    
    
    10,959,000Net increase (decrease) in cash and cash equivalents
    
    
    (2,248,000
    )
    
    
    8,073,000Cash and cash equivalents, beginning of period
    
    
    10,485,000
    
    
    
    5,612,000Cash and cash equivalents, end of period
    
    $
    8,237,000
    
    
    $
    13,685,000
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ENOVA SYSTEMS, INC.
 
 NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 Nine Months ended September 30, 2008 and 2007
 1. Description of the Company and its Business
  2. Summary of Significant Accounting Policies
 Interim Financial Information
   Reclassifications
  Fair Value of Financial Instruments
  Revenue Recognition
  
    
    Persuasive evidence of an arrangement exists;
    
    Delivery has occurred or services have been rendered;
    
    The fee for the arrangement is fixed or determinable; and
    
    Collectibility is reasonably assured.
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Persuasive Evidence of an Arrangement
 Delivery Has Occurred or Services Have Been Rendered
 The Fee for the Arrangement is Fixed or Determinable
 Collectibility is Reasonably Assured
       7




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Stock Based Compensation
  Use of Estimates
  3. Inventory
  September 30,
    
    
    December 31,2008
    
    
    2007Raw Materials
    
    
    7,375,000
    
    
    
    3,037,000Work In Progress
    
    
    1,051,000
    
    
    
    489,000Finished Goods
    
    
    466,000
    
    
    
    139,000Reserve for Obsolescence
    
    
    (258,000
    )
    
    
    (100,000
    )Total
    
    
    8,634,000
    
    
    
    3,565,000
 4. Other Accrued Expenses
  September 30,
    
    
    December 31,2008
    
    
    2007Accrued Inventory Received
    
    
    673,000
    
    
    
    429,000Accrued Professional Services
    
    
    344,000
    
    
    
    890,000Accrued Warranty
    
    
    686,000
    
    
    
    734,000Other Accrued Expenses
    
    
    
    
    
    
    10,000Total
    
    
    1,703,000
    
    
    
    2,063,000
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5. Notes Payable, Long-Term Debt and Other Financing
  September 30,
    
    
    December 31,2008
    
    
    2007Secured note payable to Credit
Managers Association of California,
bearing interest at prime plus 3%
through maturity. Principal and unpaid
interest due in April 2016. A sinking
fund escrow is required to be funded
with 10% of future equity financing,
as defined in the Agreement
    
    $
    1,238,000
    
    
    $
    1,238,000Secured note payable to a financial
institution in the original amount of
$95,000, bearing interest at 6.21%,
payable in 36 equal monthly
installments of principal and interest
through October 1, 2009
    
    
    35,000
    
    
    
    59,000Secured note payable to a financial
institution in the original amount of
$35,000, bearing interest at 10.45%,
payable in 30 equal monthly
installments of principal and interest
through November 1, 2009
    
    
    17,000
    
    
    
    27,000Secured note payable to a Coca Cola
Enterprises in the original amount of
$40,000, bearing interest at 10% per
annum. Principal and unpaid interest
due on demand
    
    
    40,000
    
    
    
    40,000Secured note payable to a financial
institution in the original amount of
$39,000, bearing interest at 4.99% per
annum, payable in 48 equal monthly
installments of principal and interest
through September 1, 2011
    
    
    30,000
    
    
    
    37,0001,360,000
    
    
    
    1,401,000Less current portion
    
    
    (99,000
    )
    
    
    (95,000
    )Long-term portion
    
    $
    1,261,000
    
    
    $
    1,306,000
 Revolving Credit Agreement
  6. Shareholders Equity
    9




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7. Related Party Transactions
  8. Stock Based Compensations Plans
 Stock Option Program Description
   Quarter ended September 30, 2008
   Three Months EndedSeptember 30,2008
    
    2007Income from continuing operations before income taxes
    
    $
    184,000
    
    
    $
    20,000Income from continuing operations after income taxes
    
    $
    184,000
    
    
    $
    20,000Cash flows from operations
    
    $
    184,000
    
    
    $
    20,000Cash flows from financing activities
    
    $
    
    
    
    $
    Basic and diluted earnings per share
    
    $
    
    
    
    $
    
 Nine Months EndedSeptember 30,2008
    
    2007Income from continuing operations before income taxes
    
    $
    457,000
    
    
    $
    60,000Income from continuing operations after income taxes
    
    $
    457,000
    
    
    $
    60,000Cash flows from operations
    
    $
    457,000
    
    
    $
    60,000Cash flows from financing activities
    
    $
    
    
    
    $
    Basic and diluted earnings per share
    
    $
    
    
    
    $
    
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Weighted AverageAggregate Plan
    
    
    Weighted Average
    
    
    Contractual Term
    
    
    AggregateOptions
    
    
    Exercise Price
    
    
    in Years
    
    
    Instrinsic ValueOutstanding at December 31, 2007
    
    
    329,000
    
    
    $
    4.23
    
    
    
    5.85
    
    
    $
    85,000Granted
    
    
    420,000
    
    
    $
    3.82
    
    
    
    9.74
    
    
    $
    Exercised
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Forfeited
    
    
    (56,000
    )
    
    $
    4.05
    
    
    
    
    
    
    $
    Outstanding at September 30, 2008
    
    
    693,000
    
    
    $
    4.23
    
    
    
    6.99
    
    
    $
    Exercisable at September 30, 2008
    
    
    334,000
    
    
    $
    4.17
    
    
    
    5.82
    
    
    $
    
  9. Supplemental Cash Flow Information
  10. Recent Accounting Pronouncements
    11




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This Quarterly Report on Form 10-Q contains statements indicating expectations about future performance
and other forward-looking statements that involve risks and uncertainties. We usually use words such as
may, will, should,
expect, plan, anticipate,
believe, estimate, predict,
future,
intend, potential, or continue or the negative of these terms or similar expressions to identify
forward-looking statements. These statements appear throughout this Quarterly Report on Form 10-Q and
are statements regarding our current intent, belief or expectation, primarily with respect to our operations
and related industry developments. Examples of these statements include, but are not limited to, statements
regarding the following: potential United States, United Kingdom, and Chinese regulatory or legislative
incentives and initiatives for alternative-fuel vehicles, our future operating expenses, our future losses, our
future expenditures for research and development and the sufficiency of our cash resources. You should not
place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly
Report on Form 10-Q. Our actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us and described in our Annual Report
on Form 10-K for the year ended December 31, 2007.
 We cannot guarantee that any forward-looking statement will be realized, although we believe
we have been prudent in our plans and assumptions. Achievement of future results is subject to
risks, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could
differ materially from past results and those anticipated, estimated or projected. You should bear
this in mind as you consider forward-looking statements. We undertake no obligation to publicly
update forward-looking statements, whether as a result of new information, future events or
otherwise.
 The following discussion and analysis should be read in conjunction with the unaudited interim
financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form
10-Q and with the financial statements and notes thereto and Managements Discussion and Analysis
of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for
the year ended December 31, 2007.
 Overview
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Critical Accounting Policies
   Cash and cash equivalents 
 Inventory 
 Inventory reserve 
 Allowance for doubtful accounts 
 Stock-based Compensation 
 Revenue recognition 
  17




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RESULTS OF OPERATIONS
 Third Quarter of Fiscal 2008 vs. Third Quarter of Fiscal 2007
 Three Months Ended
    
    
    As a % of RevenuesSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007Revenues
    
    $
    163,000
    
    
    $
    2,541,000
    
    
    
    -94
    %
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    256,000
    
    
    
    2,898,000
    
    
    
    -91
    %
    
    
    157
    %
    
    
    114
    %Gross profit (loss)
    
    
    (93,000
    )
    
    
    (357,000
    )
    
    
    -74
    %
    
    
    -57
    %
    
    
    -14
    %Operating expensesResearch and development
    
    
    677,000
    
    
    
    393,000
    
    
    
    72
    %
    
    
    415
    %
    
    
    15
    %Selling, general & administrative
    
    
    2,847,000
    
    
    
    1,322,000
    
    
    
    115
    %
    
    
    1747
    %
    
    
    52
    %Total operating expenses
    
    
    3,524,000
    
    
    
    1,715,000
    
    
    
    105
    %
    
    
    2162
    %
    
    
    67
    %Gross operating loss
    
    
    (3,617,000
    )
    
    
    (2,072,000
    )
    
    
    75
    %
    
    
    -2219
    %
    
    
    -82
    %Other income and (expense)Interest and financing fees, net
    
    
    54,000
    
    
    
    59,000
    
    
    
    -8
    %
    
    
    33
    %
    
    
    2
    %Equity in losses of non-consolidated joint
venture
    
    
    (25,000
    )
    
    
    (60,000
    )
    
    
    -58
    %
    
    
    -15
    %
    
    
    -2
    %Total other income, net
    
    
    29,000
    
    
    
    (1,000
    )
    
    
    -3000
    %
    
    
    18
    %
    
    
    0
    %Net loss
    
    $
    (3,588,000
    )
    
    $
    (2,073,000
    )
    
    
    73
    %
    
    
    -2201
    %
    
    
    -82
    %
 First Nine Months of Fiscal 2008 vs. First Nine Months of Fiscal 2007
 Nine Months Ended
    
    
    As a % of RevenuesSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007Revenues
    
    $
    5,811,000
    
    
    $
    5,143,000
    
    
    
    13
    %
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    6,434,000
    
    
    
    6,231,000
    
    
    
    3
    %
    
    
    111
    %
    
    
    121
    %Gross profit (loss)
    
    
    (623,000
    )
    
    
    (1,088,000
    )
    
    
    -43
    %
    
    
    -11
    %
    
    
    -21
    %Operating expensesResearch and development
    
    
    2,017,000
    
    
    
    1,258,000
    
    
    
    60
    %
    
    
    35
    %
    
    
    24
    %Selling, general & administrative
    
    
    6,696,000
    
    
    
    3,627,000
    
    
    
    85
    %
    
    
    115
    %
    
    
    71
    %Total operating expenses
    
    
    8,713,000
    
    
    
    4,885,000
    
    
    
    78
    %
    
    
    150
    %
    
    
    95
    %Gross operating loss
    
    
    (9,336,000
    )
    
    
    (5,973,000
    )
    
    
    56
    %
    
    
    -161
    %
    
    
    -116
    %Other income and (expense)Interest and financing fees, net
    
    
    208,000
    
    
    
    235,000
    
    
    
    -11
    %
    
    
    4
    %
    
    
    5
    %Equity in losses of non-consolidated joint venture
    
    
    (83,000
    )
    
    
    (130,000
    )
    
    
    -36
    %
    
    
    -1
    %
    
    
    -3
    %Total other income, net
    
    
    125,000
    
    
    
    105,000
    
    
    
    19
    %
    
    
    2
    %
    
    
    2
    %Net loss
    
    $
    (9,211,000
    )
    
    $
    (5,868,000
    )
    
    
    57
    %
    
    
    -159
    %
    
    
    -114
    %
 
 The sum of the amounts and percentages may not equal the totals for the period due to the effects
of rounding.  Revenue.
 19




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Cost of Revenues.
 Gross Margin.
 Research and Development.
 Selling, General, and Administrative Expenses (S, G & A).
 20




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Interest and Financing Fees, Net.
 Net Loss.
 LIQUIDITY AND CAPITAL RESOURCES
      21




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22




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Recent Accounting Pronouncements
  Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Remediation of Material Weakness
   Disclosure Controls and Procedures
   23




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Because we depend upon sales to a limited number of customers, our revenues will be reduced if we lose a major customer
  We extend credit to our customers, which exposes us to credit risk
  
 Item 2. Unregistered Sales of Equity and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  3.1
    
    Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
our Annual Report on Form 10-K for the fiscal year ending December 31, 2006, as filed on April
2, 2007)3.2
    
    Our Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of our Quarterly
Report on Form 10-Q for the period ended June 30, 2008, as filed on August 13, 2008)31.1
    
    Certification of the Chief
Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
 *
    
    Filed herewith 24




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SIGNATURE
  ENOVA SYSTEMS, INC. (Registrant)Date: November 13, 2008
    By:
    /s/ Jarett FentonJarett Fenton, Chief Financial Officer 25




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Exhibit Index
 EXHIBITS
 
 3.1
    
    Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K for the fiscal year ending December 31, 2006, as filed on April 2, 2007)3.2
    
    Our Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of our Quarterly Report on Form 10-Q for the period ended June 30, 2008, as filed on August 13, 2008)31.1
    
    Certification of the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002*31.2
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 
  26