##### 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 June 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
    
    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
  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




---



##### 



ENOVA SYSTEMS, INC.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)

3Balance Sheets as of June 30, 2008 and December 31, 2007

3Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007

4Statements of Cash Flows for the Six Months Ended June 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

21Item 4. Controls and Procedures

21PART II  OTHER INFORMATIONItem 1. Legal Proceedings

22Item 1A. Risk Factors

22Item 2. Unregistered Sales of Equity and Use of Proceeds

22Item 3. Defaults upon Senior Securities

22Item 4. Submission of Matters to a Vote of Security Holders

22Item 5. Other Information

23Item 6. Exhibits

23Signatures

24EXHIBIT 3.2EXHIBIT 10.4EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ENOVA SYSTEMS, INC.
 
 BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,963,000
    
    
    $
    10,485,000Short term investment
    
    
    2,000,000
    
    
    
    Accounts receivable, net
    
    
    4,088,000
    
    
    
    4,256,000Inventories and supplies, net
    
    
    6,755,000
    
    
    
    3,565,000Prepaid expenses and other current assets
    
    
    301,000
    
    
    
    457,000Total current assets
    
    
    24,107,000
    
    
    
    18,763,000Property and equipment, net
    
    
    2,029,000
    
    
    
    870,000Investment in non-consolidated joint venture
    
    
    1,411,000
    
    
    
    1,470,000Intangible assets, net
    
    
    68,000
    
    
    
    70,000Total assets
    
    $
    27,615,000
    
    
    $
    21,173,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,649,000
    
    
    $
    1,877,000Deferred revenues
    
    
    34,000
    
    
    
    101,000Accrued payroll and related obligations
    
    
    316,000
    
    
    
    680,000Other accrued expenses
    
    
    2,353,000
    
    
    
    2,063,000Current portion of notes payable
    
    
    97,000
    
    
    
    95,000Total current liabilities
    
    
    4,449,000
    
    
    
    4,816,000Accrued interest payable
    
    
    933,000
    
    
    
    874,000Notes payable, net of current portion
    
    
    1,277,000
    
    
    
    1,306,000Total liabilities
    
    
    6,659,000
    
    
    
    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 June 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 June 30, 2008 and December 31, 2007
    
    
    1,094,000
    
    
    
    1,094,000Common Stock  no par value, 750,000,000 shares authorized; 20,623,774 and
17,172,631 shares issued and outstanding as of June 30, 2008 and December
31, 2007, respectively
    
    
    134,360,000
    
    
    
    121,970,000Common stock subscribed
    
    
    42,000
    
    
    
    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
    
    
    (122,392,000
    )
    
    
    (116,769,000
    )Total stockholders equity
    
    
    20,956,000
    
    
    
    14,177,000Total liabilities and stockholders equity
    
    $
    27,615,000
    
    
    $
    21,173,000
  3




---



##### Table of Contents



ENOVA SYSTEMS, INC.
 
 STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    3,370,000
    
    
    $
    1,059,000
    
    
    $
    5,648,000
    
    
    $
    2,602,000Cost of revenues
    
    
    3,736,000
    
    
    
    1,794,000
    
    
    
    6,178,000
    
    
    
    3,333,000Gross profit (loss)
    
    
    (366,000
    )
    
    
    (735,000
    )
    
    
    (530,000
    )
    
    
    (731,000
    )Operating expensesResearch and development
    
    
    712,000
    
    
    
    616,000
    
    
    
    1,340,000
    
    
    
    865,000Selling, general & administrative
    
    
    1,935,000
    
    
    
    1,287,000
    
    
    
    3,849,000
    
    
    
    2,305,000Total operating expenses
    
    
    2,647,000
    
    
    
    1,903,000
    
    
    
    5,189,000
    
    
    
    3,170,000Gross operating loss
    
    
    (3,013,000
    )
    
    
    (2,638,000
    )
    
    
    (5,719,000
    )
    
    
    (3,901,000
    )Other income and (expense)Interest and financing fees, net
    
    
    69,000
    
    
    
    65,000
    
    
    
    154,000
    
    
    
    176,000Equity in losses of non-consolidated joint venture
    
    
    (6,000
    )
    
    
    (29,000
    )
    
    
    (58,000
    )
    
    
    (70,000
    )Total other income, net
    
    
    63,000
    
    
    
    36,000
    
    
    
    96,000
    
    
    
    106,000Net loss
    
    $
    (2,950,000
    )
    
    $
    (2,602,000
    )
    
    $
    (5,623,000
    )
    
    $
    (3,795,000
    )Basic and diluted loss per share
    
    $
    (0.15
    )
    
    $
    (0.18
    )
    
    $
    (0.30
    )
    
    $
    (0.26
    )Weighted average number of shares outstanding
    
    
    20,054,000
    
    
    
    14,837,000
    
    
    
    18,623,000
    
    
    
    14,837,000
  4




---



##### Table of Contents



ENOVA SYSTEMS, INC.
 
 STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months EndedJune 30,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (5,623,000
    )
    
    $
    (3,795,000
    )Adjustments to reconcile net loss to net cash used in operating activitiesBad Debt Expense
    
    
    70,000
    
    
    
    Depreciation and amortization
    
    
    261,000
    
    
    
    147,000(Gain) on asset disposal, net
    
    
    (6,000
    )
    
    
    Equity in losses of non-consolidated joint venture
    
    
    58,000
    
    
    
    70,000Issuance of common stock for employee services
    
    
    21,000
    
    
    
    Issuance of common stock for director services
    
    
    84,000
    
    
    
    72,000Stock option expense
    
    
    273,000
    
    
    
    40,000(Increase) decrease in:Accounts receivable
    
    
    98,000
    
    
    
    (876,000
    )Inventory and supplies
    
    
    (3,190,000
    )
    
    
    (2,214,000
    )Prepaid expenses and other current assets
    
    
    156,000
    
    
    
    462,000Increase (decrease) in:Accounts payable
    
    
    (228,000
    )
    
    
    543,000Deferred revenues
    
    
    (67,000
    )
    
    
    (166,000
    )Accrued payroll and related expense
    
    
    (364,000
    )
    
    
    17,000Accrued expenses
    
    
    290,000
    
    
    
    551,000Accrued interest payable
    
    
    59,000
    
    
    
    68,000Net cash used in operating activities
    
    
    (8,108,000
    )
    
    
    (5,081,000
    )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
    
    
    (1,411,000
    )
    
    
    (139,000
    )Net cash provided by (used) in investing activities
    
    
    (3,411,000
    )
    
    
    4,861,000Cash flows from financing activities:Payment on notes payable and capital lease obligations
    
    
    (27,000
    )
    
    
    (14,000
    )Legal and registration fees from the sale of common stock
    
    
    (464,000
    )
    
    
    Cash proceeds from the sale of common stock
    
    
    12,488,000
    
    
    
    Proceeds from the execution of stock options
    
    
    
    
    
    
    192,000Proceeds from repayment of stock note receivable
    
    
    
    
    
    
    27,000Net cash provided by financing activities
    
    
    11,997,000
    
    
    
    205,000Net increase (decrease) in cash and cash equivalents
    
    
    478,000
    
    
    
    (15,000
    )Cash and cash equivalents, beginning of period
    
    
    10,485,000
    
    
    
    5,612,000Cash and cash equivalents, end of period
    
    $
    10,963,000
    
    
    $
    5,597,000
  5




---



##### Table of Contents



ENOVA SYSTEMS, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 Six Months ended June 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.
 6




---



##### Table of Contents



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




---



##### Table of Contents



Stock Based Compensation
  Use of Estimates
  3. Inventory
  June 30,
    
    
    December 31,2008
    
    
    2007Raw Materials
    
    $
    5,985,000
    
    
    $
    3,037,000Work In Progress
    
    
    832,000
    
    
    
    489,000Finished Goods
    
    
    38,000
    
    
    
    139,000Reserve for Obsolescence
    
    
    (100,000
    )
    
    
    (100,000
    )Total
    
    $
    6,755,000
    
    
    $
    3,565,000
 4. Other Accrued Expenses
 June 30,
    
    
    December 31,2008
    
    
    2007Accrued Inventory Received
    
    $
    1,204,000
    
    
    $
    351,000Accrued Professional Services
    
    
    351,000
    
    
    
    890,000Accrued Warranty
    
    
    788,000
    
    
    
    734,000Other Accrued Expenses
    
    
    10,000
    
    
    
    10,000Total
    
    $
    2,353,000
    
    
    $
    2,063,000
 8




---



##### Table of Contents



5. Notes Payable, Long-Term Debt and Other Financing
  June 30,
    
    
    December 31,2008
    
    
    2007Secured note payable to Credit
Managers Association of California,
bearing interest at prime plus 3%
(8.00% at June 30, 2008) and 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
    
    
    45,000
    
    
    
    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
    
    
    20,000
    
    
    
    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
    
    
    31,000
    
    
    
    37,0001,374,000
    
    
    
    1,401,000Less current portion
    
    
    (97,000
    )
    
    
    (95,000
    )Long-term portion
    
    $
    1,277,000
    
    
    $
    1,306,000
 Revolving Credit Agreement
  6. Shareholders Equity
   9




---



##### Table of Contents



7. Related Party Transactions
  8. Stock Based Compensations Plans
 Stock Option Program Description
   Quarter ended June 30, 2008
   June 30,
    
    June 30,2008
    
    2007Income from continuing operations before income taxes
    
    $
    273,000
    
    
    $
    40,000Income from continuing operations after income taxes
    
    $
    273,000
    
    
    $
    40,000Cash flows from operations
    
    $
    273,000
    
    
    $
    40,000Cash flows from financing activities
    
    $
    
    
    
    $
    Basic and Diluted EPS
    
    $
    
    
    
    $
    
 10




---



##### Table of Contents



Weighted AverageAggregate Plan
    
    
    Weighted Average
    
    
    Contractual Term
    
    
    AggregateOptions
    
    
    Exercise Price
    
    
    in Years
    
    
    Intrinsic ValueOutstanding at December 31,
2007
    
    
    329,000
    
    
    $
    4.23
    
    
    
    5.85
    
    
    $
    85,000Granted
    
    
    420,000
    
    
    $
    3.82
    
    
    
    9.74
    
    
    $
    154,000Exercised
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Forfeited
    
    
    (4,000
    )
    
    $
    4.10
    
    
    
    
    
    
    $
    Outstanding at June 30, 2008
    
    
    745,000
    
    
    $
    4.00
    
    
    
    7.67
    
    
    $
    173,000Exercisable at June 30, 2008
    
    
    303,000
    
    
    $
    4.20
    
    
    
    5.64
    
    
    $
    27,000
  9. Supplemental Cash Flow Information
  10. Recent Accounting Pronouncements
    11




---



##### Table of Contents



12




---



##### Table of Contents



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, 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
    13




---



##### Table of Contents



14




---



##### Table of Contents



Critical Accounting Policies
   Cash and cash equivalents 
 Inventory 
 15




---



##### Table of Contents



Inventory reserve 
 Allowance for doubtful accounts 
 Stock-based Compensation 
 Revenue recognition 
    16




---



##### Table of Contents



RESULTS OF OPERATIONS
  Second Quarter of Fiscal 2008 vs. Second Quarter of Fiscal 2007
 Three Months Ended
    
    
    As a % of RevenuesJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007Revenues
    
    $
    3,370,000
    
    
    $
    1,059,000
    
    
    
    218
    %
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    3,736,000
    
    
    
    1,794,000
    
    
    
    108
    %
    
    
    111
    %
    
    
    169
    %Gross profit (loss)
    
    
    (366,000
    )
    
    
    (735,000
    )
    
    
    -50
    %
    
    
    -11
    %
    
    
    -69
    %Operating expensesResearch and development
    
    
    712,000
    
    
    
    616,000
    
    
    
    16
    %
    
    
    21
    %
    
    
    58
    %Selling, general & administrative
    
    
    1,935,000
    
    
    
    1,287,000
    
    
    
    50
    %
    
    
    57
    %
    
    
    122
    %Total operating expenses
    
    
    2,647,000
    
    
    
    1,903,000
    
    
    
    39
    %
    
    
    79
    %
    
    
    180
    %Gross operating loss
    
    
    (3,013,000
    )
    
    
    (2,638,000
    )
    
    
    14
    %
    
    
    -89
    %
    
    
    -249
    %Other income and (expense)Interest and financing fees, net
    
    
    69,000
    
    
    
    65,000
    
    
    
    6
    %
    
    
    2
    %
    
    
    6
    %Equity in losses of non-consolidated joint venture
    
    
    (6,000
    )
    
    
    (29,000
    )
    
    
    -79
    %
    
    
    0
    %
    
    
    -3
    %Total other income, net
    
    
    63,000
    
    
    
    36,000
    
    
    
    75
    %
    
    
    2
    %
    
    
    3
    %Net loss
    
    $
    (2,950,000
    )
    
    $
    (2,602,000
    )
    
    
    13
    %
    
    
    -88
    %
    
    
    -246
    %
 First Six Months of Fiscal 2008 vs. First Six Months of Fiscal 2007
 Six Months Ended
    
    
    As a % of RevenuesJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    % Change
    
    
    2008
    
    
    2007Revenues
    
    $
    5,648,000
    
    
    $
    2,602,000
    
    
    
    117
    %
    
    
    100
    %
    
    
    100
    %Cost of revenues
    
    
    6,178,000
    
    
    
    3,333,000
    
    
    
    85
    %
    
    
    109
    %
    
    
    128
    %Gross profit (loss)
    
    
    (530,000
    )
    
    
    (731,000
    )
    
    
    -27
    %
    
    
    -9
    %
    
    
    -28
    %Operating expensesResearch and development
    
    
    1,340,000
    
    
    
    865,000
    
    
    
    55
    %
    
    
    24
    %
    
    
    33
    %Selling, general & administrative
    
    
    3,849,000
    
    
    
    2,305,000
    
    
    
    67
    %
    
    
    68
    %
    
    
    89
    %Total operating expenses
    
    
    5,189,000
    
    
    
    3,170,000
    
    
    
    64
    %
    
    
    92
    %
    
    
    122
    %Gross operating loss
    
    
    (5,719,000
    )
    
    
    (3,901,000
    )
    
    
    47
    %
    
    
    -101
    %
    
    
    -150
    %Other income and (expense)Interest and financing fees, net
    
    
    154,000
    
    
    
    176,000
    
    
    
    -13
    %
    
    
    3
    %
    
    
    7
    %Equity in losses of non-consolidated joint venture
    
    
    (58,000
    )
    
    
    (70,000
    )
    
    
    -17
    %
    
    
    -1
    %
    
    
    -3
    %Total other income, net
    
    
    96,000
    
    
    
    106,000
    
    
    
    -9
    %
    
    
    2
    %
    
    
    4
    %Net loss
    
    
    (5,623,000
    )
    
    $
    (3,795,000
    )
    
    
    48
    %
    
    
    -100
    %
    
    
    -146
    %
 
 The sum of the amounts and percentages may not equal the totals for the period due to the effects
of rounding.  Revenue.
 17




---



##### Table of Contents



Cost of Revenues.
 Gross Margin.
 Research and Development.
 Selling, General, and Administrative Expenses (S, G & A).
 18




---



##### Table of Contents



Interest and Financing Fees, Net.
 Net Loss.
 LIQUIDITY AND CAPITAL RESOURCES
      19




---



##### Table of Contents



20




---



##### Table of Contents



Recent Accounting Pronouncements
  Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Remedial Actions and Changes in Internal Control
  21




---



##### Table of Contents



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
  Proposal No. 1
 22




---



##### Table of Contents



Director Nominee
    
    Votes Cast For
    
    Votes AgainstBjorn Ahlstrom
    
    
    10,711,049
    
    
    
    884,270Malcolm R. Currie
    
    
    10,711,016
    
    
    
    884,303Richard Davies
    
    
    10,710,959
    
    
    
    884,360John J. Micek
    
    
    10,711,703
    
    
    
    883,616Edwin O. Riddell
    
    
    10,646,961
    
    
    
    948,358Roy S. Roberts
    
    
    10,710,580
    
    
    
    884,739Michael E. Staran
    
    
    10,709,961
    
    
    
    885,358John R. Wallace
    
    
    10,711,738
    
    
    
    883,581
 Proposal No. 2:
  Votes Cast For
    
    Votes Against
    
    Abstentions
    
    Broker Non-Votes11,553,456
    
    
    25,128
    
    
    
    16,735
    
    
    
 
 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 (reflecting previously disclosed amendments on August 28 and December 4, 2007)*10.1
    
    Placing Agreement entered into March 26, 2008 (incorporated by reference to Exhibit 10 of our Current Report on Form
8-K filed April 4, 2008)10.2
    
    Securities Purchase Agreement entered into April 23, 2008 (incorporated by reference to Exhibit 10.1 of our Current
Report on Form 8-K filed April 24, 2008)10.3
    
    Registration Rights Agreement entered into April 23, 2008 (incorporated by reference to Exhibit 10.2 of our Current
Report on Form 8-K filed April 24, 2008)10.4
    
    Supply Agreement with Navistar , Inc. entered into May 16, 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#
    
    Portions of the exhibit have been omitted pursuant to a request for confidential treatment
submitted to the Securities and Exchange Commission. 23




---



##### Table of Contents



SIGNATURE
  ENOVA SYSTEMS, INC. (Registrant)Date: August 14, 2008
    By:
    /s/ Jarett FentonJarett Fenton, Chief Financial Officer 24




---



##### Table of Contents



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 (reflecting previously disclosed amendments on August 28 and December 4, 2007)*10.1
    
    Placing Agreement entered into March 26, 2008 (incorporated by reference to Exhibit 10 of our Current Report on Form
8-K filed April 4, 2008)10.2
    
    Securities Purchase Agreement entered into April 23, 2008 (incorporated by reference to Exhibit 10.1 of our Current
Report on Form 8-K filed April 24, 2008)10.3
    
    Registration Rights Agreement entered into April 23, 2008 (incorporated by reference to Exhibit 10.2 of our Current
Report on Form 8-K filed April 24, 2008)10.4
    
    Supply Agreement with Navistar, Inc. entered into May 16, 2008*#31.1
    
    Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002*31.2
    
    Certification of the Principal 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#
    
    Portions of the exhibit have been omitted pursuant to a request for confidential treatment
submitted to the Securities and Exchange Commission. 25