##### 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 March 31, 2011
 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
    
    95-3056150(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



ENOVA SYSTEMS, INC.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)
    
    
    3Balance Sheets as of March 31, 2011 and December 31, 2010
    
    
    3Statements of Operations for the Three Months Ended March 31, 2011 and 2010
    
    
    4Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
    
    
    5Notes to Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity and Use of Proceeds
    
    
    19Item 3. Defaults upon Senior Securities
    
    
    19Item 4. [Removed and Reserved]
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19Signatures
    
    
    20EX-31.1EX-31.2EX-32.1EX-99.1EX-99.2
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ENOVA SYSTEMS, INC.
 
 BALANCE SHEETS
 March 31,
    
    
    December 31,2011
    
    
    2010(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,229,000
    
    
    $
    8,431,000Certificate of deposit, restricted
    
    
    200,000
    
    
    
    200,000Accounts receivable, net
    
    
    2,827,000
    
    
    
    2,850,000Inventories and supplies, net
    
    
    4,979,000
    
    
    
    4,455,000Prepaid expenses and other current assets
    
    
    419,000
    
    
    
    482,000Total current assets
    
    
    12,654,000
    
    
    
    16,418,000Long term accounts receivable
    
    
    145,000
    
    
    
    100,000Property and equipment, net
    
    
    1,125,000
    
    
    
    1,172,000Total assets
    
    $
    13,924,000
    
    
    $
    17,690,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    628,000
    
    
    $
    1,847,000Deferred revenues
    
    
    151,000
    
    
    
    31,000Accrued payroll and related expenses
    
    
    582,000
    
    
    
    922,000Other accrued liabilities
    
    
    1,040,000
    
    
    
    1,739,000Current portion of notes payable
    
    
    66,000
    
    
    
    63,000Total current liabilities
    
    
    2,467,000
    
    
    
    4,602,000Accrued interest payable
    
    
    1,176,000
    
    
    
    1,156,000Notes payable, net of current portion
    
    
    1,302,000
    
    
    
    1,286,000Total liabilities
    
    
    4,945,000
    
    
    
    7,044,000Stockholders equity:Series A convertible preferred stock  no par value, 30,000,000 shares
authorized; 2,642,000 and 2,652,000 shares issued and outstanding; liquidating
preference at $0.60 per share as of March 31, 2011 and December 31, 2010,
respectively
    
    
    528,000
    
    
    
    530,000Series B convertible preferred stock  no par value, 5,000,000 shares
authorized; 546,000 shares issued and outstanding; liquidating preference at $2
per share as of March 31, 2011 and December 31, 2010
    
    
    1,094,000
    
    
    
    1,094,000Common Stock  no par value, 750,000,000 shares authorized; 31,509,000
and 31,479,000 shares issued and outstanding as of March 31, 2011 and
December 31, 2010, respectively
    
    
    144,133,000
    
    
    
    144,110,000Additional paid-in capital
    
    
    9,159,000
    
    
    
    9,040,000Accumulated deficit
    
    
    (145,935,000
    )
    
    
    (144,128,000
    )Total stockholders equity
    
    
    8,979,000
    
    
    
    10,646,000Total liabilities and stockholders equity
    
    $
    13,924,000
    
    
    $
    17,690,000
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ENOVA SYSTEMS, INC.
 
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Revenues
    
    $
    2,945,000
    
    
    $
    929,000Cost of revenues
    
    
    2,726,000
    
    
    
    846,000Gross income
    
    
    219,000
    
    
    
    83,000Operating expensesResearch and development
    
    
    563,000
    
    
    
    322,000Selling, general & administrative
    
    
    1,448,000
    
    
    
    1,477,000Total operating expenses
    
    
    2,011,000
    
    
    
    1,799,000Operating loss
    
    
    (1,792,000
    )
    
    
    (1,716,000
    )Other income and (expense)Interest and other income (expense)
    
    
    (15,000
    )
    
    
    (3,000
    )Total other income and (expense)
    
    
    (15,000
    )
    
    
    (3,000
    )Net loss
    
    $
    (1,807,000
    )
    
    $
    (1,719,000
    )Basic and diluted loss per share
    
    $
    (0.06
    )
    
    $
    (0.05
    )Weighted average number of common shares outstanding
    
    
    31,482,000
    
    
    
    31,404,000
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ENOVA SYSTEMS, INC.
 
 STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (1,807,000
    )
    
    $
    (1,719,000
    )Adjustments to reconcile net loss to net cash used in operating activities:Inventory reserve
    
    
    58,000
    
    
    
    9,000Depreciation and amortization
    
    
    124,000
    
    
    
    138,000Loss on litigation settlement
    
    
    41,000
    
    
    
    Issuance of common stock for employee services
    
    
    
    
    
    
    23,000Stock option expense
    
    
    119,000
    
    
    
    146,000(Increase) decrease in:Accounts receivable
    
    
    23,000
    
    
    
    490,000Inventory and supplies
    
    
    (582,000
    )
    
    
    89,000Prepaid expenses and other current assets
    
    
    63,000
    
    
    
    (190,000
    )Long term accounts receivable
    
    
    (45,000
    )
    
    
    Increase (decrease) in:Accounts payable
    
    
    (1,219,000
    )
    
    
    (32,000
    )Deferred revenues
    
    
    120,000
    
    
    
    (147,000
    )Accrued payroll and related expense
    
    
    (340,000
    )
    
    
    192,000Other accrued liabilities
    
    
    (740,000
    )
    
    
    (144,000
    )Accrued interest payable
    
    
    20,000
    
    
    
    20,000Net cash used in operating activities
    
    
    (4,165,000
    )
    
    
    (1,125,000
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (52,000
    )
    
    
    (57,000
    )Net cash used in investing activities
    
    
    (52,000
    )
    
    
    (57,000
    )Cash flows from financing activities:Payment on notes payable and capital lease obligations
    
    
    (6,000
    )
    
    
    (7,000
    )Net proceeds from the exercise of stock options
    
    
    21,000
    
    
    
    Net cash provided by (used in) financing activities
    
    
    15,000
    
    
    
    (7,000
    )Net (decrease) in cash and cash equivalents
    
    
    (4,202,000
    )
    
    
    (1,189,000
    )Cash and cash equivalents, beginning of period
    
    
    8,431,000
    
    
    
    13,078,000Cash and cash equivalents, end of period
    
    $
    4,229,000
    
    
    $
    11,889,000Supplemental disclosure of cash flow information:Interest paid
    
    $
    2,000
    
    
    $
    2,000Assets acquired through financing arrangements
    
    $
    25,000
    
    
    $
    
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ENOVA SYSTEMS, INC.
 
 NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 Three months ended March 31, 2011 and 2010
 1. Description of the Company and its Business
  2. Summary of Significant Accounting Policies
 Basis of Presentation  Interim Financial Statements
    Fair Value of Financial Instruments
  Revenue Recognition
  
    
    Persuasive Evidence of an Arrangement The Company documents all terms of an arrangement
in a written contract signed by the customer prior to recognizing revenue.
 
    
    Delivery Has Occurred or Services Have Been Rendered The Company performs all services
or delivers all products prior to recognizing revenue. Professional consulting and
engineering services are considered to be performed when the services
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are complete.
Equipment is considered delivered upon delivery to a customers designated location. In
certain instances, the customer elects to take title upon shipment.
 
    
    The Fee for the Arrangement is Fixed or Determinable Prior to recognizing revenue, a
customers fee is either fixed or determinable under the terms of the written contract. Fees
for professional consulting services, engineering services and equipment sales are fixed
under the terms of the written contract. The customers fee is negotiated at the outset of
the arrangement and is not subject to refund or adjustment during the initial term of the
arrangement.
 
    
    Collectability is Reasonably Assured The Company determines that collectability is
reasonably assured prior to recognizing revenue. Collectability is assessed on a
customer-by-customer basis based on criteria outlined by management. New customers are
subject to a credit review process which evaluates the customers financial position and
ultimately its ability to pay. The Company does not enter into arrangements unless
collectability is reasonably assured at the outset. Existing customers are subject to
ongoing credit evaluations based on payment history and other factors. If it is determined
during the arrangement that collectability is not reasonably assured, revenue is recognized
on a cash basis. Amounts received upfront for engineering or development fees under
multiple-element arrangements are deferred and recognized over the period of committed
services or performance, if such arrangements require the Company to provide on-going
services or performance. All amounts received under collaborative research agreements or
research and development contracts are nonrefundable, regardless of the success of the
underlying research.
     Inventory
  Inventory reserve
  Accounts Receivable and Allowance for Doubtful Accounts
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Deferred Revenues
  Warranty Costs
  Stock Based Compensation
  Stock Options
 3. Inventory
  March 31,
    
    
    December 31,2011
    
    
    2010Raw Materials
    
    $
    4,742,000
    
    
    $
    3,898,000Work In Progress
    
    
    595,000
    
    
    
    872,000Finished Goods
    
    
    266,000
    
    
    
    314,000Reserve for Obsolescence
    
    
    (624,000
    )
    
    
    (629,000
    )Total
    
    $
    4,979,000
    
    
    $
    4,455,000
  8




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4. Property and Equipment
  March 31,
    
    
    December 31,2011
    
    
    2010Computers and software
    
    $
    603,000
    
    
    $
    601,000Machinery and equipment
    
    
    1,003,000
    
    
    
    958,000Furniture and office equipment
    
    
    98,000
    
    
    
    98,000Demonstration vehicles and buses
    
    
    679,000
    
    
    
    650,000Leasehold improvements
    
    
    1,348,000
    
    
    
    1,348,0003,731,000
    
    
    
    3,655,000Less accumulated depreciation and amortization
    
    
    (2,606,000
    )
    
    
    (2,483,000
    )Total
    
    $
    1,125,000
    
    
    $
    1,172,000
  5. Other Accrued Liabilities
  March 31,
    
    
    December 31,2011
    
    
    2010Accrued inventory received
    
    $
    16,000
    
    
    $
    54,000Accrued professional services
    
    
    553,000
    
    
    
    540,000Accrued warranty
    
    
    467,000
    
    
    
    510,000Accrued litigation settlement
    
    
    
    
    
    
    525,000Other
    
    
    4,000
    
    
    
    110,000Total
    
    $
    1,040,000
    
    
    $
    1,739,000
  March 31,2011
    
    
    March 31, 2010Balance at beginning of quarter
    
    $
    510,000
    
    
    $
    558,000Accruals for warranties issued during the period
    
    
    125,000
    
    
    
    38,000Warranty claims
    
    
    (168,000
    )
    
    
    (104,000
    )Balance at end of quarter
    
    $
    467,000
    
    
    $
    492,000
 6. Intangible Assets
  7. Notes Payable
  March 31,
    
    
    December 31,2011
    
    
    2010Secured note payable to Credit
Managers Association of California,
bearing interest at prime plus 3%
(6.25% as of March 31, 2011), and is
adjusted annually in April through
maturity. Principal and unpaid
interest due in April 2016. A
sinking fund escrow may be funded
with 10% of future equity financing,
as defined in the Agreement
    
    $
    1,238,000
    
    
    $
    1,238,000Secured 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
    
    
    5,000
    
    
    
    8,000
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March 31,
    
    
    December 31,2011
    
    
    2010Secured note payable to a financial
institution in the original amount
of $38,000, bearing interest at
8.25% per annum, payable in 60 equal
monthly installments of principal
and interest through February 19,
2014
    
    
    24,000
    
    
    
    25,000Secured note payable to a financial
institution in the original amount
of $19,000, bearing interest at
10.50% per annum, payable in 60
equal monthly installments of
principal and interest through
August 25, 2014
    
    
    14,000
    
    
    
    15,000Secured note payable to a financial
institution in the original amount
of $26,000, bearing interest at
7.91% per annum, payable in 60 equal
monthly installments of principal
and interest through April 9, 2015
    
    
    22,000
    
    
    
    23,000Secured note payable to a financial
institution in the original amount
of $25,000, bearing interest at
7.24% per annum, payable in 60 equal
monthly installments of principal
and interest through February 17,
2016
    
    
    25,000
    
    
    
    1,368,000
    
    
    
    1,349,000Less current portion of notes payable
    
    
    (66,000
    )
    
    
    (63,000
    )Notes payable, net of current portion
    
    $
    1,302,000
    
    
    $
    1,286,000
  8. Revolving Credit Agreement
  9. Stockholders Equity
  10. Stock Options
 Stock Option Program Description
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Weighted AverageRemaining
    
    
    AggregateNumber of Share
    
    
    Weighted Average
    
    
    Contractual
    
    
    IntrinsicOptions
    
    
    Exercise Price
    
    
    Life
    
    
    Value (1)Outstanding at December 31, 2010
    
    
    1,393,000
    
    
    $
    2.06
    
    
    
    6.92
    
    
    
    Granted
    
    
    65,000
    
    
    $
    1.12
    
    
    
    9.51
    
    
    $
    24,000Exercised
    
    
    (30,000
    )
    
    $
    0.69
    
    
    
    
    
    
    $
    21,000Forfeited or Cancelled
    
    
    (167,000
    )
    
    $
    2.20
    
    
    
    
    
    
    
    Outstanding at March 31, 2011
    
    
    1,261,000
    
    
    $
    2.03
    
    
    
    6.92
    
    
    $
    405,000Exercisable at March 31, 2011
    
    
    910,000
    
    
    $
    2.38
    
    
    
    6.53
    
    
    $
    268,000Vested and expected to vest(2)
    
    
    1,251,000
    
    
    $
    2.03
    
    
    
    6.91
    
    
    $
    400,000
 
 (1)
    
    Aggregate intrinsic value represents the value of the closing price per share of our common
stock on the last trading day of the fiscal period in excess of the exercise price multiplied
by the number of options outstanding or exercisable, except for the Exercised line, which
uses the closing price on the date exercised.(2)
    
    Number of shares includes options vested and those expected to vest net of estimated
forfeitures.   Unvested
    
    
    Weighted-AverageNumber of
    
    
    Grant Date FairOptions
    
    
    ValueUnvested balance at December 31, 2010
    
    
    435,000
    
    
    $
    0.93Granted
    
    
    65,000
    
    
    $
    0.93Vested
    
    
    (96,000
    )
    
    $
    1.02Forfeited
    
    
    (53,000
    )
    
    $
    0.94Unvested balance at March 31, 2011
    
    
    351,000
    
    
    $
    0.97
  For the three months endedMarch 31,
    
    
    March 31,2011
    
    
    2010Expected life (in years)
    
    
    2.5  6.5
    
    
    
    Average risk-free interest rate
    
    
    2.00
    %
    
    
    Expected volatility
    
    
    107 - 132
    %
    
    
    Expected dividend yield
    
    
    0
    %
    
    
    Forfeiture rate
    
    
    3
    %
    
    
    
  11. Concentrations
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12. Recent Accounting Pronouncements
  
 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: 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, 2010.
 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, 2010.
 Overview
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Customer Highlights
 First Auto Works (FAW)
 Smith Electric Vehicles (SEV)
 CSR Corporation Limited (CSR)
 US Air Force
 US Government
 A Major UK Based OEM
 Technology Highlights
 Omni Inverter.
 Omni Charger.
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Omni DC/DC Converter.
    Critical Accounting Policies
   Inventory Inventories are priced at the lower of cost or market utilizing first-in, first-out
(FIFO) cost flow assumption. We maintain a perpetual inventory system and continuously record
the quantity on-hand and standard cost for each product, including purchased components,
subassemblies and finished goods. We maintain the integrity of perpetual inventory records
through periodic physical counts of quantities on hand. Finished goods are reported as
inventories until the point of transfer to the customer. Generally, title transfer is documented
in the terms of sale.
 Inventory reserve We maintain an allowance against inventory for the potential future
obsolescence or excess inventory. A substantial decrease in expected demand for our products, or
decreases in our selling prices could lead to excess or overvalued inventories and could require
us to substantially increase our allowance for excess inventory. If future customer demand or
market conditions are less favorable than our projections, additional inventory write-downs may
be required, and would be reflected in cost of revenues in the period the revision is made.
 Accounts Receivable and Allowance for doubtful accounts Trade accounts receivable are recorded
at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the
Companys best estimate of the amount of probable credit losses in the Companys existing
accounts receivable; however, changes in circumstances relating to accounts receivable may result
in a requirement for additional allowances in the future. Past due balances over 90 days and
other higher risk amounts are reviewed individually for collectability. If the financial
condition of the Companys customers were to deteriorate resulting in an impairment of their
ability to make payment, additional allowances may be required. In addition, the Company
maintains a general reserve for
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all invoices by applying a percentage based on the age category.
Account balances are charged against the allowance after all collection efforts have been
exhausted and the potential for recovery is considered remote.
 Stock-based Compensation We measure the compensation cost for stock-based awards
classified as equity at their fair value on the date of grant and recognize compensation expense
over the service period for awards expected to vest, net of estimated forfeitures.
 Revenue recognition The Company is required to make judgments based on historical experience
and future expectations, as to the reliability of shipments made to its customers. These
judgments are required to assess the propriety of the recognition of revenue based on ASC 605 and
related guidance. The Company makes these assessments based on the following factors: i)
customer-specific information, ii) return policies, and iii) historical experience for issues not
yet identified.
   RESULTS OF OPERATIONS
  First Quarter of Fiscal 2011 vs. First Quarter of Fiscal 2010
 Three Months Ended
    
    
    As a % of RevenuesMarch 31,
    
    
    March 31,2011
    
    
    2010
    
    

%
Change
    
    
    2011
    
    
    2010Revenues
    
    $
    2,945,000
    
    
    $
    929,000
    
    
    
    217
    %
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    2,726,000
    
    
    
    846,000
    
    
    
    222
    %
    
    
    93
    %
    
    
    91
    %Gross income
    
    
    219,000
    
    
    
    83,000
    
    
    
    164
    %
    
    
    7
    %
    
    
    9
    %Operating expensesResearch and development
    
    
    563,000
    
    
    
    322,000
    
    
    
    75
    %
    
    
    19
    %
    
    
    35
    %Selling, general & administrative
    
    
    1,448,000
    
    
    
    1,477,000
    
    
    
    -2
    %
    
    
    49
    %
    
    
    159
    %Total operating expenses
    
    
    2,011,000
    
    
    
    1,799,000
    
    
    
    12
    %
    
    
    68
    %
    
    
    194
    %Operating loss
    
    
    (1,792,000
    )
    
    
    (1,716,000
    )
    
    
    4
    %
    
    
    -61
    %
    
    
    -185
    %Other income and (expense)Interest and other income (expense)
    
    
    (15,000
    )
    
    
    (3,000
    )
    
    
    400
    %
    
    
    -1
    %
    
    
    0
    %Total other income and (expense)
    
    
    (15,000
    )
    
    
    (3,000
    )
    
    
    400
    %
    
    
    -1
    %
    
    
    0
    %Net loss
    
    $
    (1,807,000
    )
    
    $
    (1,719,000
    )
    
    
    5
    %
    
    
    -61
    %
    
    
    -185
    %
 The sum of the amounts and percentages may not equal the totals for the period due to the
effects of rounding.
  Revenues
 15




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##### Table of Contents



Cost of Revenues
 Gross Margin
 Research and Development (R&D).
 Selling, General, and Administrative Expenses (S, G & A).
 Interest and Other Income (Expense)
 Net Loss.
 Comparability of Quarterly Results
 LIQUIDITY AND CAPITAL RESOURCES
    16




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##### Table of Contents



17




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##### Table of Contents



Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
    18




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##### Table of Contents



ITEM 1A. Risk Factors
  
 ITEM 2. Unregistered Sales of Equity and Use of Proceeds
  
 ITEM 3. Defaults upon Senior Securities
  
 ITEM 4. [Removed and Reserved]
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
  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.*32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*99.1
    
    
    Partial Settlement Agreement Between Enova and Arens Controls Company L.L.C.*99.2
    
    
    Amendment No. 1 to Partial Settlement Agreement Between Enova and Arens Controls Company L.L.C.*
 
 *
    
     Filed herewith 19




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##### Table of Contents



SIGNATURE
   ENOVA SYSTEMS, INC. (Registrant)By:
    /s/ John MicekJohn Micek,Chief Financial Officer 20




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##### Table of Contents



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.*32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*99.1
    
    
    Partial Settlement Agreement Between Enova and Arens Controls Company L.L.C.*99.2
    
    
    Amendment No. 1 to Partial Settlement Agreement Between Enova and Arens Controls Company L.L.C.*
 21