UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2012~~2014

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

For the transition period from to __________ to __________

Commission file ~~no.~~number 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. Employer
Incorporation or Organization)		Identification Number)

2945 Columbia Street, Torrance, California 90503

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(~~310~~650) ~~527~~346-~~2800~~4770

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, no par value		None.

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes [ ] No [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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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 [ ] ~~Smaller reporting company [X]~~ (Do not check if a smaller reporting company) Smaller reporting company [X]

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

As of June 30, ~~2012~~2014, the approximate aggregate market value of common stock held by non-affiliates of the Registrant was $1,~~651~~099,000 (based upon the closing price for shares of the Registrant’s common stock as reported by ~~The~~the ~~NYSE Amex~~OTCQB). As of ~~February~~March 2831, ~~2013~~2015, there were 4464,520,~~197~~195 shares of common stock, no par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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ENOVA SYSTEMS, INC.

~~2012~~2013 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I	~~PART I~~
Item 1.		BUSINESS	1	1
Item 1A.		RISK FACTORS	4	9
Item 1B.		UNRESOLVED STAFF COMMENTS	7	13
Item 2.		PROPERTIES	7	13
Item 3.		LEGAL PROCEEDINGS	7	14
Item 4.		MINE SAFETY DISLOSURES	8	14
PART II
Item 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9	15
Item 6.		SELECTED FINANCIAL DATA	10	16
Item 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10	17
Item 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17	25
Item 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18	26
Item 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	35	48
Item 9A.		CONTROLS AND PROCEDURES	35	48
Item 9B.		OTHER INFORMATION	35	49
PART III
Item 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	35	49
Item 11.		EXECUTIVE COMPENSATION	37	52
Item 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	39	55
Item 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	40	57
Item 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES	40	58
PART IV
Item 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	41	59

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PART I

~~ITEM 1~~ITEM1. BUSINESS

General

In July 2000, we changed our name to Enova Systems, Inc. (“Enova” or “the Company”). Our company, previously known as U.S. Electricar, Inc., a California corporation, was incorporated on July 30, 1976.

THE FOLLOWING BUSINESS DISCUSSION SET FORTH BELOW AND ELSEWHERE IN THIS 10-K IS QUALIFIED IN ITS ENTIRETY BY THE FOLLOWING: ENOVA REMAINS INSOLVENT AND OWES IN EXCESS OF $4.56 MILLION IN THE AGGREGATE TO ITS TWO PRINCIPAL CREDITORS, THE CREDIT MANAGERS ASSOCIATION AND ARENS CONTROLS COMPANY, L.L.C. ('ARENS"). WITHOUT IMMEDIATE ADDITIONAL FINANCING OR COLLECTION OF RECEIVABLES, THE COMPANY WILL NEED TO CEASE OPERATIONS. THE COMPANY CURRENTLY HAS NO VISIBILITY AS TO EITHER ADDITIONAL FINANCING OR THE COLLECTION OF RECEIVABLES. SPECIFICALLY, WITHOUT A MUTUALLY ACCEPTABLE SETTLEMENT OF THE ARENS JUDGMENT ARISING OUT OF ARENS CONTROLS COMPANY, L.L.C. v. ENOVA SYSTEMS, INC., CASE NO. 13-1102 (7TH CIRCUIT) IN THE AMOUNT OF $2.0 MILLION, THE COMPANY DOES NOT CURRENTLY BELIEVE IT HAS ANY ALTERNATIVE OTHER THAN TO CEASE OPERATIONS. THE COMPANY CURRENTLY EMPLOYS ONLY TWO PERSONNEL, JOHN MICEK, THE COMPANY'S CEO, CFO AND SECRETARY, AND ONE ADDITIONAL ~~INDIVIDUAL~~CONTRACTOR IN THE FINANCE DEPARTMENT.

ON SEPTEMBER 24, 2013, THE COMPANY ENTERED INTO A SETTLEMENT AGREEMENT AND MUTUAL RELEASE WITH ARENS PROVIDING A PERIOD OF 120 DAYS TO SETTLE THE JUDGMENT FOR THE AMOUNT OF $300,000. THE COMPANY WAS NOT ABLE TO MAKE THE PAYMENT BY THE DUE DATE OF JANURY 22, 2014. THEREFORE, THE JUDGMENT AGAINST THE COMPANY CAN BE ENFORCED WITHOUT FURTHER NOTICE.

Enova believes it has been a leader in the development, design and production of proprietary, power train systems and related components for electric and hybrid electric buses and medium and heavy duty commercial vehicles. Electric drive systems are comprised of an electric motor, electronics control unit and a gear unit which power a vehicle. Hybrid electric systems, which are similar to pure electric drive systems, contain an internal combustion engine in addition to the electric motor, and may eliminate external recharging of the battery system. A hydrogen fuel cell based system is similar to a hybrid system, except that instead of an internal combustion engine, a fuel cell is utilized as the power source. A fuel cell is a system which combines hydrogen and oxygen in a chemical process to produce electricity.

A fundamental element of Enova’s strategy has been to develop and produce advanced proprietary software and hardware for applications in these alternative power markets. Our focus has been on powertrain systems including digital power conversion, power management and system integration, focusing chiefly on vehicle power generation.

Specifically, we ~~have~~ developed, designed and ~~produce~~produced drive systems and related components for electric, hybrid electric and fuel cell powered vehicles in both the new and retrofit markets. We also ~~perform~~performed internal research and development (“R&D”) and funded third party R&D to augment our product development and support our customers.

~~Our~~Enova’s ~~product~~primary ~~development~~market ~~strategy~~focus ishas tobeen ~~design~~centered ~~and~~on ~~introduce~~aligning toourselves ~~market~~with ~~successively~~key ~~advanced~~customers ~~products,~~and ~~each~~integrating ~~based~~with onoriginal ~~our~~equipment ~~core~~manufacturers ~~technical~~(“OEMs”) ~~competencies.~~in Inour ~~each~~target ofmarkets. ~~our~~We ~~product/market~~believe ~~segments,~~that wealliances ~~provide~~will ~~products~~result ~~and~~in ~~services~~the tolatest ~~leverage~~technology ~~our~~being ~~core~~implemented ~~competencies~~and incustomer ~~digital~~requirements ~~power~~being ~~management~~met, ~~power~~with ~~conversion~~an ~~and~~optimized ~~system~~level ~~integration.~~of Weadditional ~~believe~~time ~~that~~and ~~the~~expense. ~~underlying~~Provided ~~technical~~we ~~requirements~~generate ~~shared~~necessary ~~among~~funding, ~~the~~we ~~market~~may ~~segments~~continue ~~will~~to ~~allow~~work usrefining toboth ~~more~~our ~~quickly~~market ~~transition~~strategy ~~from~~and ~~one~~our ~~emerging~~product ~~market~~line to ~~the~~maintain ~~next,~~our ~~with~~edge ~~the~~in ~~goal~~power ofmanagement ~~capturing~~and ~~early~~conversion ~~market~~systems ~~share~~for vehicle applications.

~~Enova’s~~Our ~~primary~~website, ~~market~~www.enovasystems.com, ~~focus~~contains ~~has~~up-to-date ~~been~~information ~~centered~~ on ~~aligning~~our ~~ourselves~~company, ~~with~~our ~~key~~products ~~customers~~ and ~~integrating~~current ~~with original equipment manufacturers (“OEMs”) in our target markets~~events. WeOur ~~believe~~website ~~that~~is ~~alliances~~a ~~will~~prime ~~result~~focal inpoint ~~the~~for ~~latest~~current ~~technology being implemented~~ and ~~customer~~prospective ~~requirements being met~~customers, ~~with~~investors ~~an optimized level of additional time~~ and ~~expense.~~other ~~Provided~~affiliated weparties ~~generate~~seeking ~~necessary~~additional ~~resources,~~information weon ~~will continue to work refining both~~ our ~~market strategy and our product line to maintain our edge in power management and conversion systems for vehicle applications~~business.

~~Our~~Due ~~website,~~to ~~www.enovasystems.com,~~the ~~contains~~reduction ~~up-to-date~~in ~~information~~our onoperations ~~our~~in ~~company~~June 2012, our ~~products,~~ability ~~programs~~to produce electric and ~~current~~hybrid ~~events.~~electric ~~Our~~drive ~~website~~systems isand acomponents ~~prime~~was ~~focal~~severely ~~point~~restricted. In 2013, we had limited sales for ~~current~~systems and ~~prospective~~components ~~customers,~~to ~~investors~~First Auto Works of China (“FAW”) and Smith Electric Vehicles (“Smith”) as well as other ~~affiliated~~domestic ~~parties~~and ~~seeking~~international ~~additional~~vehicle ~~information~~and onbus ~~our~~manufacturers. We ~~business~~recorded no sales in 2014.

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During 2012, we continued to produce electric and hybrid electric drive systems and components for First Auto Works of China (“FAW”), Smith Electric Vehicles (“Smith”), Optare Bus (“Optare”) and the US Military as well as other domestic and international vehicle and bus manufacturers. Our various electric and hybrid-electric drive systems, power management and power conversion systems are being used in applications including several light, medium and heavy duty trucks, train locomotives, transit buses and industrial vehicles.

In 2012, the Company delivered a total of 58 full systems units of Enova drive systems to its customers.

For the year ended December 31, 2012, the following customers each accounted for more than ten percent (10%) of our total revenues:

Customer	Percent
First Auto Works Group Corporation		63%
Optare Group Ltd.		20%

Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 below and our financial statements in Item 8 below for further analysis of our results.

Climate Change Initiatives and Environmental Legislation

Because vehicles powered by internal combustion engines cause pollution (greenhouse gasses), there has been significant public pressure in throughout the world to reduce these emissions. Thus, the US (federal and state levels) and countries in Europe and Asia have enacted legislation to promote the use of zero or low emission vehicles. We believe legislation requiring or promoting zero or low emission vehicles is necessary to create a significant market for both hybrid electric (“HEV”) and electric vehicles (“EV”).

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As our products reduce emissions and dependence on foreign energy, they are subject to federal, state, local and foreign laws and regulations, governing, among other things, emissions as well as laws relating to occupational health and safety. Regulatory agencies may impose special requirements for implementation and operation of our products or may significantly impact or even eliminate some of our target markets. We may incur material costs or liabilities in complying with government regulations. In addition, potentially significant expenditures could be required in order to comply with evolving environmental and health and safety laws, regulations and requirements that may be adopted or imposed in the future.

Strategic Alliances, Partnering and Technology Developments

Our strategy ishas been to adapt ourselves to the ever-changing environment of alternative fuel markets for mobile applications. Originally focusing on pure electric drive systems, we have the potential to be positioned as a global supplier of drive systems for electric, hybrid and fuel cell applications.

We ~~continue to seek and establish alliances with major players in the automotive and fuel cell fields. In 2012, Enova continued marketing efforts to world markets. We~~ believe the medium and heavy-duty hybrid market’s best chances of significant growth lie in identifying and pooling the largest possible numbers of early adopters in high-volume applications. We seek to utilize our competitive advantages, including customer alliances, to gain greater market share. By aligning ourselves with key customers in our target market(s), we believe that the alliance will result in the latest technology being implemented and customer requirements being met, with a minimal level of additional time or expense.

Through the first half of 2012, we continued development of our next generation Omni-2series 200kVA-capable power inverter for hybrid-electric and all-electric vehicles power management and drive system component. The inverter has undergone a series of rigorous tests, based on specifications from FCCC, Navistar, Ford and Enova’s own internal requirements. We also progressed in the design of a next generation on-board 10kW charger, which is designed to be compatible with a wide range of vehicle drive systems and motors, and can be configured for HEV, PHEV and EV applications. Our various electric and hybrid-electric drive systems, power management and power conversion systems continue to be used in applications including Class 3-6 trucks, transit buses and heavy industrial vehicles.

~~Table~~Research ofand ~~Contents~~development programs included our advanced power management systems for fuel cells and upgrades and improvements to our current power conversion and management components. Provided we can obtain additional resources, we intend to continue to research and develop new technologies and products, both internally and in conjunction with alliance partners and other manufacturers.

• First Auto Works (“FAW”) - Enova continues to supply FAW drive systems for their hybrid buses. Since the 2008 Olympics in Beijing, Enova Systems and First Auto Works have deployed over 500 vehicles, all utilizing Enova’s pre-transmission hybrid drive system components. First Auto Works is one of China’s largest vehicle producers, manufacturing in excess of 1,000,000 vehicles annually. The Enova drive system is integrated and branded under the name of Jiefang CA6120URH hybrid. The Jiefang 40 ft. long hybrid city bus can carry up to 103 passengers and travel at a speeds of over 50 miles per hour. With the Enova hybrid system components, the Jiefang bus meets Euro III emission standards, consumes only 7.84 miles per gallon and achieves a reduction of 20 percent in harmful emissions.

	•		Smith Electric Vehicles N.A. Inc. (“Smith”) – Enova continues to supply Smith with electric drive systems. Smith has deployed several hundred vehicles utilizing Enova's electric drive system. Smith develops, produces and sells zero-emission commercial electric vehicles that are designed to be an alternative to traditional diesel trucks, providing higher efficiency and lower total cost of ownership. Smith has manufacturing facilities in Kansas City, Missouri, and outside of Newcastle, UK. Smith's vehicle designs leverage more than 80 years of market knowledge from selling and servicing electric vehicles in the United Kingdom. Smith produces the Newton and the Edison.
	•		Optare plc (“Optare”) – Enova received a second contract in 2012 as a production drive system supplier for their all electric buses. Optare designs, manufactures and sells single deck and double deck buses and mini coaches. Its buses operate in the UK, Continental Europe, and North America.

Through the first half of 2012, we continued the development of our next generation Omni-series 200kVA-capable power inverter for hybrid-electric and all-electric vehicles power management and drive system component. The inverter has undergone a series of rigorous tests, based on specifications from FCCC, Navistar, Ford and Enova’s own internal requirements. We are also progressed in the design of a next generation on-board 10kW charger, which is designed to be compatible with a wide range of vehicle drive systems and motors, and can be configured for HEV, PHEV and EV applications. Our various electric and hybrid-electric drive systems, power management and power conversion systems continue to be used in applications including Class 3-6 trucks, transit buses and heavy industrial vehicles.

Research and development programs included our advanced power management systems for fuel cells and upgrades and improvements to our current power conversion and management components. We also continued evaluation of new technologies for electric motors, gear drive units and peripheral mechanical components to improve product performance and manufacturing efficiency. Provided we can obtain additional resources, we intend to continue to research and develop new technologies and products, both internally and in conjunction with our alliance partners and other manufacturers.

Electric and Hybrid-Electric Drive Products

Enova’s hybrid and electric drive systems provide all the functionality one would find under the hood of an internal combustion engine powered vehicle. The hybrid and electric power system consists of an enhanced electric motor and the electronic controls that regulate the flow of electricity to and from the batteries at various voltages and power to propel the vehicle. In addition to the motor and controller, the system includes a gear reduction/differential unit which ensures the desired propulsion and performance. The system is designed to be installed as a “drop in,” fully integrated turnkey fashion, or on a modular, “as-needed” basis. Regardless of power source (battery, fuel cell, diesel generator or turbine) the hybrid and electric power system is designed to meet the customer’s drive cycle requirements. Enova’s all electric drive systems use largely the same designs as the hybrid systems, except that there is no internal combustion engine in the vehicle.

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Hybrid vehicles are those that utilize an electric motor and batteries in conjunction with an internal combustion engine (“ICE”), whether piston or turbine. With a hybrid system, a small piston or turbine engine — fueled by gasoline or diesel, CNG, methane, etc., in a tank — supplements the electric motor and battery. These systems are self-charging, in that the operating ICE recharges the battery.

There are two types of hybrid systems: series and parallel. In a series hybrid system, only the electric motor connects to the drive shaft and in a parallel hybrid system, both the internal combustion engine and the electric motor connect to the drive shaft. In a series hybrid system, the ICE turns the generator, which charges the battery, which — through a control unit — powers the electric motor that turns the wheels. In a parallel hybrid system, both the electric motor and the ICE can operate simultaneously to drive the wheels (see diagrams below). In both hybrid systems and in pure electric systems, regenerative braking occurs which assists in the charging of the batteries.

The parallel hybrid system is ideally suited for conditions where most of the driving is done at constant speed cruising, with a smaller amount of the driving involving random acceleration, such as “uphill” or with “stop and go” conditions. For acceleration, the controller causes the electric motor to assist the ICE, both running simultaneously. When speed is steady or the ground is flat, only the ICE runs. Additionally, when the batteries are low, the controller causes the ICE and motor to charge the batteries. As a result, the series hybrid system is best suited for starts and stops, and is ideal for applications such as urban transit buses and urban garbage trucks. The design of the series hybrid system is based on a driving cycle with a high percentage of random acceleration conditions.

Hybrid and Electric Drive Configurations

Enova has identified four primary configurations based upon how well they meet market needs economic requirements. We have developed all of the relevant technology required to produce these drive systems and we are currently introducing the Hybrid Power product line worldwide. All of our innovative hybrid drive systems are compatible with a wide range of fuel sources and engine configurations.

Series Hybrid with Diesel Generator

The Series Hybrid is typically ideal for low floor vehicles with a driving cycle that has a high percentage of stop and go and/or hilly terrain. Refuse trucks, urban delivery trucks and intra-city buses are the primary target markets for these drive systems.

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Post Transmission Parallel Hybrid

The Post Transmission Parallel Hybrid is ideal for vehicles with a driving cycle with a high percentage of stop and go, as well as constant speed cruising. Target markets include refuse trucks, urban delivery trucks, school buses and intra-city buses.

Pre Transmission Parallel Hybrid

The Pre-Transmission Parallel Hybrid is ideal for vehicles with a driving cycle having a small percentage of constant speed cruising and a large percentage of stop and go. Target markets include inter-city transit buses and trucks as well as military vehicles.

All Electric Vehicle Drive System

The Electric Drive Systems works well with vehicles with a disciplined driving route that has a high percentage of stop and go conditions. Refuse trucks, urban delivery trucks and intra-city vehicles are the primary markets for these drive systems.

Definitions:

BCU — Battery Care Unit; HCU — Hybrid Control Unit; SDU — Safety Disconnect Unit; VCU — Vehicle Control Unit

CEU — Control Electronics Unit (Houses MCU, DC-DC, and Charger); MCU — Motor Control Unit;

EDM — Electric Drive Motor; EDU — Electric Drive Unit (Includes EDM & GDU); GDU — Gear Drive Unit

GCU — Generator Control Unit; EGM — Electric Generator Motor; ICE — Internal Combustion Engine

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Electric Drive Motors

The electric drive unit is essentially an electric motor with additional features and functionality. The motor is liquid-cooled, environmentally sealed, designed to handle automotive shock and vibration, and includes parking pawl, which stops the vehicle when the driver parks the car. It also permits regenerative braking to provide power recovery, in which the mechanical energy of momentum is converted into electrical energy as the motor slows during braking or deceleration. The optional gear reduction unit takes the electric motor’s high rpm and gears it down to the lower rpm required by the vehicle’s conventional drive shaft. As the revolutions per minute (“rpm”) go down, the torque of the electric motor increases.

The hybrid electric drive systems exclusively utilize Permanent Magnet or induction motor technology. The drive system is scalable and can be customized for different applications. Due to the large operating range that these propulsion systems offer, all parameters can be optimized; the user will not have to choose between acceleration, torque or vehicle speed.

Motor Controllers

The controller houses all the components necessary to control the powering of a vehicle, in one easy-to-install package. Our main component is an inverter, which converts DC electricity to AC electricity. We also offers optional controllers for the air conditioning, power steering and heat pumps, 12VDC/24VDC DC-to-DC converter for vehicle auxiliary loads such as cell phones, radio, lights, and a 6.6kW AC-to-DC on-board conductive charger which allows for direct 110 VAC or 220 VAC battery charging. These are located in the same housing as the controller, thus extra interconnects are not required. This approach simplifies the vehicle wiring harness and increases system reliability. Using our proprietary Windows based software package, vehicle interfaces and control parameters can be programmed in-vehicle. Real-time vehicle performance parameters can be monitored and collected.

Drive System Accessories

Enova’s drive system accessories range from battery management systems to hybrid controllers, to rapid charging systems. These critical components are designed to complement the drive system family by providing the elements necessary to create a complete technical solution for alternative energy drive systems.

Enova’s drive system accessories are not only integral, but also are the perfect complement to our drive systems and are designed to provide our customers with a complete solution to their drive system needs.

Manufacturing Strategy

We have developed a multi-tiered manufacturing strategy that allows us to meet the market’s demand for high quality production goods while optimizing cost of goods sold across the spectrum of low to high volumes. At the core of this strategy is a strong reliance on pre-selected highly qualified outside manufacturing houses that specialize in various aspects of the manufacturing process. This ~~closely managed~~ outsourcing strategy helps Enova control product costs while also minimizing fixed costs within the organization.

~~Competitive Conditions~~-2-

The competition to develop and market electric, hybrid and fuel cell powered vehicles continued to accelerate during the last year and we expect this trend to continue as governments in our target markets adopt initiatives to reduce greenhouse gas emissions. In the event governments in our target markets completely rescinded their support for the reduction of greenhouse gas emissions and sustainability initiatives, our business model would be adversely and significantly affected. Moreover, although competition within the mobile hybrid sector is still somewhat fragmented, there are indications of some consolidation at this time. The competition consists of development stage companies as well as major U.S. and international companies. The larger companies tend to focus on single solutions and maintain the capital and wherewithal to aggressively market such. The smaller competitors offer a more diversified product line, but do not have the market presence to generate significant penetration at this juncture.

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~~Our~~Competitive research and experience has indicated that our target market segments certainly focus on price, but would buy based on reliability, performance and quality support when presented the life-cycle business model for EV-HEV technologies for their application. Our future prospects are highly dependent upon the successful development and introduction of new products that are responsive to market needs and can be manufactured and sold at a profit. There can be no assurance that we will be able to successfully develop or market any such products.Conditions

The development of hybrid-electric and alternative fuel vehicles, such as compressed natural gas, fuel cells and hybrid cars poses a competitive threat to our markets for low emission vehicles or LEVs but not in markets where government mandates call for zero emission vehicles or ZEVs. Enova is involved in the development of hybrid vehicles and fuel cell systems in order to meet future government requirements and applications.

Various providers of electric vehicles have proposed products or offer products for sale in this emerging market. These products encompass a wide variety of technologies aimed at both consumer and commercial markets. As the industry matures, key technologies and capabilities are expected to play critical competitive roles. Our goal is to position ourselves as a long term competitor in this industry by focusing on all-electric, hybrid and fuel cell powered drive systems and related sub systems, component integration, technology application and strategic alliances.

We believe the hybrid and electric vehicle market is poised for growth over the medium and long term and that Enova’s products are positioned to capitalize on demands being placed on the market by offering solutions. Enova believes that our competitive advantages include:

•

Providing a full product line of power management and power conversion, and supporting system integration

•

Providing products that allow the hardware to be software programmable and configurable

•

Offering a product line designed for the most advanced new fuel systems: electric, hybrid, fuel cell and solar power applications

•

Providing fully integrated, “drop-in” energy management and conversion system in “one box”

•

Offering systems with reduced footprint and weight, high functionality and low cost — characteristics essential for all market applications

•

Meeting changing and sophisticated requirements of emerging alternative power markets and applications.

•

Positioning ourselves as a strategic ally with our global customer base, manufacturers and our R&D partners.

By building a business based on ~~long-standing~~ relationships with clients such as Freightliner Custom Chassis Corporation, Smith Electric Vehicles, First Auto Works and Optare, we believe we ~~are~~were building ~~defenses~~defense against competition by securing customers with global reach and OEM status. Teaming with recognized global manufacturers allows Enova to avoid devoting resources to manufacturing infrastructure and ~~allows~~allowed us access to production capacity at relatively low costs.

Research and Development

Enova’s strategy has been one of continual enhancement of its ~~current~~ product line and development of more efficient and reliable products for alternative energy sectors. Subject to available resources, management believes R&D must be continued in order to be remain competitive, minimize production costs and meet customer specifications. We seek to provide internal funding where technology development is critical to our future.

For the years ended December 31, 2014, and 2013, we spent $0 on internal research and development activities. In June 2012, our engineering staff was eliminated due to the Company’s lack of financial resources. As a result, the Company’s development of its next generation Omni-7-series motor control unit and 10kW charger was put on hold at the end of the second quarter of 2012.

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For the years ended December 31, 2012, and 2011, we spent $805,000 and $2,039,000, respectively, on internal research and development activities. In June 2012, our engineering staff was eliminated due to the Company’s lack of financial resources. As a result, the Company’s development of its next generation Omni-series motor control unit and 10kW charger was put on hold at the end of the second quarter.

Intellectual Property

Enova is evaluating technology protection on its Omni Drive System that may be pursued. The Omni system contains many areas where Enova will have unique advantages in comparison to existing technologies and the company intends to fully protect these areas. This process involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, there can be no assurance that patent applications filed by us will result in patents being issued. Moreover, there can be no assurance that third parties will not assert claims against us with respect to existing and future products. Although we intend to vigorously protect our rights, there can be no assurance that these measures will be successful. In the event of litigation to determine the validity of any third party claims, such litigation could result in significant expense to Enova. Additionally, the laws of certain countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as the laws of the United States.

Enova relies on unpatented trade secrets and know-how and proprietary technological innovation and expertise which are protected in part by confidentiality and invention assignment agreements with its employees, advisors and consultants and non-disclosure agreements with certain of its suppliers and distributors. If these agreements are breached, Enova may not have adequate remedies for any breach and Enova’s unpatented proprietary intellectual property may otherwise become known or independently discovered by competitors.

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The Omni system contains many areas where Enova may have unique advantages in comparison to existing technologies and the company intends to fully protect these areas. This process involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, there can be no assurance that patent applications filed by us will result in patents being issued. Moreover, there can be no assurance that third parties will not assert claims against us with respect to existing and future products. Although we intend to vigorously protect our rights, there can be no assurance that these measures will be successful. In the event of litigation to determine the validity of any third party claims, such litigation could result in significant expense to Enova.

Employees

As of December 31, ~~2012~~2014, we had a1 ~~total of 2 full~~part-time employees~~. We~~ ~~also~~and ~~employ~~1 ~~one~~part-time ~~individual as an independent~~ contractor ~~engaged on a monthly basis~~.

Available and Additional Information

Included in Item 8 of this 10K are audited financial statements which include revenues, a measure of profit or loss and total assets.

We file electronically with the SEC our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We make available free of charge on or through our website copies of these reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. You may also read and copy any of our materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our website address is www.enovasystems.com. Information found on, or that can be accessed through, our website is not incorporated by reference into this annual report.

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ITEM 1A.

RISK FACTORS

The statements in this Section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995 and apply to all sections of this Form 10-K.

This annual report on Form 10-K, including the documents that we incorporate by reference, 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 the Form 10-K 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 expansion plans, 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 annual report. 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 this “Risk Factors” section and elsewhere in this annual report.

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. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q and 8-K reports to the SEC. Also note that we provide the following cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our businesses. These are factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties.

We may be forced into bankruptcy if we cannot reach a settlement with our two major creditors

Enova owes inapproximately ~~excess of~~ $4.56 million in aggregate to its two principal creditors, Arens Controls Company, L.L.C. (“Arens”) and the Credit Managers Association. Without immediate additional financing or collection of receivables, the ~~company~~Company will need to cease operations. The Company currently has no visibility as to either additional financing or the collection of receivables. Specifically, without a mutually acceptable settlement of the Arens Judgment arising out of Arens Controls Company, L.L.C. v. Enova Systems, Inc., Case No. 13-1102 (7th Circuit) in the amount of $2,014,169, the ~~company~~Company does not currently believe it has any alternative other than to cease operations.

~~Our common stock has been delisted from the NYSE MKT~~-4-

On October 24, 2012, the Company received notification from the NYSE MKT (the "Exchange") stating that, because the Company was not in compliance with certain of the Exchange's continued listing standards, the Exchange intended to strike the common stock of the Company from the Exchange by filing a delisting application with the Securities and Exchange Commission (the "SEC"). The Company previously disclosed in Current Reports on Form 8-K filed with the SEC on April 20, 2012, May 29, 2012, July 6, 2012, and October 24, 2012 the provisions of the Exchange's continued listing standards with which the Company was not in compliance. The Company did not request an appeal of the Exchange's delisting determination.

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~~Effective~~On ~~October~~September 3124, ~~2012~~2013, Enova and Arens entered into a Settlement Agreement and Mutual Release (the ~~Company’s~~"Settlement ~~common~~Agreement") ~~shares~~to ~~were~~resolve ~~delisted~~the ~~from~~remaining issues between them. Under the ~~Exchange~~terms ~~and~~of the Settlement Agreement, Enova filed on September 27, 2013 a motion to dismiss the ~~same~~pending ~~date~~appeal with prejudice and Arens agreed that, ~~trading~~for a period of ~~the~~120 ~~Company’s~~calendar ~~shares~~days ~~commenced~~from onthe date of the ~~OTCQB~~Settlement ~~Marketplace~~Agreement, ~~under~~Arens ~~the~~would ~~trading~~not ~~symbol~~take ~~"ENVS"~~any action to enforce the Judgment. ~~The~~Thereafter, ~~OTCQB~~Arens is aentitled, ~~market~~without ~~tier~~further ~~operated~~notice, byto enforce the ~~OTC~~Judgment ~~Market~~against ~~Group~~Enova ~~Inc.~~or otherwise exercise all available procedures and remedies for ~~over-~~collection of the~~-counter~~ ~~traded~~full ~~companies.~~amount ~~The~~of ~~delisting~~the Judgment and ~~transition~~Enova has agreed not to contest the ~~OTCQB~~validity ~~does~~of ~~not~~the ~~change~~Judgment. However, if Enova had paid to Arens $300,000 at any time during the ~~Company~~120 day period, then within 3 business days after Arens received confirmation of such payment, Arens agreed to file a satisfaction of judgment stating that the Judgment has been satisfied and completely release and forever discharge Enova from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. In exchange for Arens's ~~obligations~~release, Enova agreed to ~~file~~completely ~~periodic~~release and ~~other~~forever ~~reports~~discharge Arens from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. The Company was not able to comply with the ~~SEC~~due ~~under~~date ~~applicable~~for ~~federal~~such ~~securities~~payment ~~laws~~by January 22, 2014. Therefore, the judgment against the Company can be enforced without further notice.

As a result of the delisting of our common stock from the NYSE MKT, we believe that the price and liquidity of our common stock, and our ability to raise funds from the sale of equity in the future, will be materially affected.

Raising additional funds by issuing securities, engaging in debt financings or through licensing arrangements may cause substantial dilution to existing stockholders, restrict our operations or require us to relinquish proprietary rights.

To the extent that we raise additional capital by issuing equity securities as we did in 2011, April 2012, May 2012 and ~~May~~February ~~2012~~2014, our existing stockholders’ ownership may be substantially diluted. Any debt financing we enter into may involve covenants that restrict our operations or our ability to enter into other funding arrangements. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of our assets, as well as prohibitions on our ability to create liens, pay dividends, redeem our stock or make investments. In addition, if we raise additional funds through licensing arrangements, it may be necessary to relinquish potentially valuable rights to our potential products or proprietary technologies, or grant licenses on terms that are not favorable to us.

One group of our shareholders holds a large percentage of our outstanding common stock, and, should they choose to do so, may have significant influence over the outcome of corporate actions requiring stockholder approval.

Approximately 22% of our outstanding common stock is held by a group of 17 shareholders (the “Low-Beer Managed Accounts”) who invested in our December 2011 placement of 11,250,000 shares of common stock together with warrants to purchase up to 11,250,000 shares of common stock. The warrants are exercisable for a period of five years and exercisable at a price of $0.22 per share. The warrants further provide that if, for a twenty consecutive trading day period, the average of the closing price quoted on the OTCQB market is greater than or equal to $0.44 per share, with at least an average of 10,000 shares traded per day, then, on the 10th calendar day following written notice from the Company, any outstanding warrants will be deemed automatically exercised pursuant to the cashless/net exercise provisions under the warrants. Accordingly, the Low-Beer Managed Accounts, should they choose to do so, may be able to significantly influence the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction, and such group of investors could delay or prevent a change of control of our company, even if such a change of control would benefit our other stockholders. The interests of the Low-Beer Managed Accounts may differ from the interests of our other stockholders.

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Funding from our equity lines of credit may be limited or be insufficient to fund our operations or to implement our strategy.

Under our purchase agreements with Lincoln Park, we may direct Lincoln Park to purchase up to $3,400,000 of shares of common stock over a 36 month period, and, upon effectiveness of a registration statement for resale of the shares and subject to other conditions, we also may direct Lincoln Park to purchase up to $6,600,000 of our shares of common stock over a 36 month period. The amounts available for purchase is limited under each purchase agreement. The extent to which we rely on Lincoln Park as a source of funding will depend on a number of factors including, the amount, if any, of additional working capital needed, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. If we are unable to sell enough of our products to finance our working capital requirements and if sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we would need to secure another source of funding. Even if we sell all $10,000,000 under the aggregate purchase agreements to Lincoln Park, there can be no assurance this would be sufficient to support our operations or implement our growth plans in all cases.

Our history of operating losses and our expectation of continuing losses may hurt our ability to reach profitability or continue operations.

We have experienced significant operating losses since our inception. Our net loss was $8619,~~235,~~000 for the year ended December 31, ~~2012~~2014 and our accumulated deficit was $~~159~~162,~~347~~870,000 as of December 31, ~~2012~~2014. It is likely that we will continue to incur substantial net operating losses for the foreseeable future, which may adversely affect our ability to continue operations. To achieve profitable operations, we must successfully develop and market our products at higher margins. We may not be able to generate sufficient product revenue to become profitable. Even if we do achieve profitability, we may not be able to sustain or increase our profitability on a quarterly or yearly basis.

We are dependent on access to capital markets in order to fund continued operations of the Company.

We do not currently have adequate internal liquidity to fund the Company’s operations on an ongoing basis. We will need to continue to look for partnering opportunities and other external sources of liquidity, including the public and private financial markets and strategic partners. We may not be able to obtain financing arrangements in amounts or on terms acceptable to us in the future. In the event we are unable to obtain additional financing when needed, and without substantial reductions in development programs and strategic initiatives, we do not expect that our cash and cash equivalents and short-term investments will be sufficient to fund our operating and capital needs for the twelve months following December 31, ~~2012~~2014.

Because we depend upon sales to a limited number of customers, our revenues will be reduced if we lose a major customer

Our revenue is dependent on significant orders from a limited number of customers. We had no revenues in the fiscal year ended December 31, 2014. In the fiscal year ended December 31, ~~2012~~2013, our two largest customers comprised 8395% of revenues. We believe that revenues from major customers will continue to represent a significant portion of our revenues. This customer concentration increases the risk of quarterly fluctuations in our revenues and operating results. The loss or reduction of business from one or a combination of our significant customers ~~could~~will adversely affect our revenues, financial condition and results of operations. Moreover, our success will depend in part upon our ability to obtain orders from new customers, as well as the financial condition and success of our customers and general economic conditions.

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Our future growth depends on consumers’ willingness to accept hybrid and electric vehicles

Our growth is highly dependent upon the acceptance by consumers of, and we are subject to an elevated risk of any reduced demand for, alternative fuel vehicles in general and electric vehicles in particular. If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be materially and adversely affected. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly evolving and changing technologies, price competition, additional competitors and changing consumer demands or behaviors. Factors that may influence the acceptance of alternative fuel vehicles include:

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•

perceptions about alternative fuel vehicles safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel vehicles;

•

volatility in the cost of oil and gasoline;

•

consumer’s perceptions of the dependency of the United States on oil from unstable or hostile countries;

•

improvements in fuel of the internal combustion engine;

•

the environmental consciousness of consumers;

•

government regulation

• ~~macroeconomics~~Macroeconomics

We extend credit to our customers, which exposes us to credit risk

Most of our outstanding accounts receivable are from a limited number of large customers. At December 31, ~~2012~~2014, the two highest outstanding accounts receivable balances totaled approximately $~~560~~404,000 which represents 100% of our gross accounts receivable. We have fully reserved our accounts receivable at December 31, 2014. If we fail to monitor and manage effectively the resulting credit risk and a material portion of our accounts receivable is not paid in a timely manner or becomes uncollectible, our business would be significantly harmed, and we could incur a significant loss associated with any outstanding accounts receivable.

Our business is affected by current economic and financial market conditions in the markets we serve

Current global economic and financial markets conditions, including severe disruptions in the credit markets and the significant and potentially prolonged global economic recession, may materially and adversely affect our results of operations and financial condition. We are particularly impacted by any global automotive slowdown and its effects on OEM inventory levels, production schedules, support for our products and decreased ability to accurately forecast future product demand.

The nature of our industry is dependent on technological advancement and is highly competitive

The mobile power market, including electric vehicle and hybrid electric vehicles, continue to be subject to rapid technological changes. Most of the major domestic and foreign automobile manufacturers: (1) have already produced electric and hybrid vehicles, (2) have developed improved electric storage, propulsion and control systems, and/or (3) are now entering or have entered into production, while continuing to improve technology or incorporate newer technology. Various companies are also developing improved electric storage, propulsion and control systems.

Our industry is affected by political and legislative changes

In recent years there has been significant legislation enacted in the United States and abroad to reduce or eliminate automobile pollution, promote or mandate the use of vehicles with no tailpipe emissions (“zero emission vehicles”) or reduced tailpipe emissions (“low emission vehicles”). Although states such as California have enacted such legislation, we cannot assure you that there will not be further legislation enacted changing current requirements or that current legislation or state mandates will not be repealed or amended, or that a different form of zero emission or low emission vehicle will not be invented, developed and produced, and achieve greater market acceptance than electric or hybrid electric vehicles.

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We may be unable to effectively compete with other companies who have significantly greater resources than we have

Many of our competitors, in the automotive, electronic, and other industries, have substantially greater financial, personnel, and other resources than we do. Because of their greater resources, some of our competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sales of their products than we can.

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We may be exposed to product liability or tort claims if our products fail, which could adversely impact our results of operations

A malfunction or the inadequate design of our products could result in product liability or other tort claims. Any liability for damages resulting from malfunctions could be substantial and could materially adversely affect our business and results of operations. In addition, a well-publicized actual or perceived problem could adversely affect the market’s perception of our products.

We are highly dependent on a few key personnel and will need to retain and attract such personnel in a labor competitive market

Our ability to continue in business is dependent on the performance of key management and technical personnel, the loss of whom could severely affect our business. Additionally, in order to successfully implement any future growth, we will be dependent on our ability to generate resources necessary to hire qualified personnel. There can be no assurance that we will be able to retain or hire necessary personnel. We do not maintain key man life insurance on any of our key personnel. We believe that our future success will depend in part upon our ability to attract, retain, and motivate highly skilled personnel in an increasingly competitive market.

We are highly dependent on a few vendors for key system components made to our engineering specifications and disruption of vendor supply could adversely impact our results of operations.

Our product specifications often involve upfront investment in tooling and machinery, which result in our commitment to a limited number of high quality vendors that can meet our manufacturing standards. Any disruption to our supply of key components from the suppliers would have an adverse impact on our business and results of operations.

There are minimal barriers to entry in our market

We ~~presently license or~~ own only certain limited proprietary technology, and therefore have created little or no barrier to entry for competitors other than the time and significant expense required to assemble and develop similar production and design capabilities.

Our competitors may enter into exclusive arrangements with our current or potential suppliers, thereby giving them a competitive edge which we may not be able to overcome, and which may exclude us from similar relationships.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

Our corporate offices are located at a manufacturing and warehouse facility at 2945 Columbia Street, Torrance, California which we are sub-leasing on a month-to-month basis. We believe our facilities are adequate for our current needs. The lease on our former corporate offices ended on January 31, 2013.

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ITEM 3.

LEGAL PROCEEDINGS

Given the nature of our business, we are subject from time to time to lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions. Other than the Arens matter outlined below, we are not aware of any other pending legal matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse outcomes in these matters, as well as potential ranges of probable losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts.

Most contingencies are resolved over long periods of time, potential liabilities are subject to change due to new developments, changes in settlement strategy or the impact of evidentiary requirements, which could cause us to pay damage awards or settlements (or become subject to equitable remedies) that could have a material adverse effect on our results of operations or operating cash flows in the periods recognized or paid.

The Company reported in a 8-K filed January 20, 2011 that we entered into a Partial Settlement Agreement, as amended on January 14, 2011, with Arens Controls Company, L.L.C. (“Arens”) to resolve certain claims made by Arens in connection with its action captioned Arens Controls Company, L.L.C. v. Enova Systems, Inc., filed in 2008 with the Northern District of Illinois of the U.S. District Court (the “Legal Action”). In the Legal Action, Arens asserted eight counts against Enova, including certain claims regarding inventory asserted by Arens to be valued at $1,671,000 (the “Inventory Claim”), a claim for payment under certain invoices, and claims for certain other monetary obligations of Enova to Arens.

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Under the terms of the Settlement Agreement, we paid $327,000 directly to Arens and Arens dismissed with prejudice all but two of the counts under the Legal Action. Additionally, under the Settlement Agreement (as amended), on January 14, 2011, we acquired the inventory that was the subject of the Inventory Claim (the “Inventory”) for payment of $1,498,000, net of an agreed upon reduction of $173,000 for the acquisition price of such Inventory. In return, Arens was deemed to have released us from any further liability on the Inventory Claim. However, per the terms of the Settlement Agreement (as amended), Arens preserved it claims under two of the counts in the Legal Action.

The two remaining counts concerned i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova. On December 12, 2012, a judgment was entered under the two remaining counts by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C. in the amount of $2,014,169. The Company filed an appeal of the judgment in the 7th Circuit Court of Appeals on January 15, 2013. The Company believes the court committed errors leading to the verdict and judgment. However, there can be no assurance that the appeal will be successful, a negotiated settlement can be attained, or that Arens will enforce its claim in the state of California and thereby cause the Company to go into bankruptcy.

On September 24, 2013, Enova and Arens entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") to resolve the remaining issues between them. Under the terms of the Settlement Agreement, Enova filed on September 27, 2013 a motion to dismiss the pending appeal with prejudice and Arens agreed that, for a period of 120 calendar days from the date of the Settlement Agreement, Arens would not take any action to enforce the Judgment. Thereafter, Arens is entitled, without further notice, to enforce the Judgment against Enova or otherwise exercise all available procedures and remedies for collection of the full amount of the Judgment and Enova has agreed not to contest the validity of the Judgment. However, if Enova had paid to Arens $300,000 at any time during the 120 day period, then within 3 business days after Arens received confirmation of such payment, Arens agreed to file a satisfaction of judgment stating that the Judgment has been satisfied and completely release and forever discharge Enova from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. In exchange for Arens's release, Enova agreed to completely release and forever discharge Arens from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. The Company was not able to comply with the due date for such payment by January 22, 2014. Therefore, the judgment against the Company can be enforced without further notice.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our common stock now trade on the OTCQB Exchange under the trading symbols of “ENVA” and on the London Stock Exchange AIM Market under the symbol “ENVS.L” or “ENV.L”. Our common stock was listed on the NYSE Amex up until we were delisted effective October 31, 2012. The following table sets forth the high and low sales closing prices of our Common Stock as reflected on the NYSE Amex and OTCBB.
	Common Stock
	High Price		Low Price
Calendar 2012
Fourth Quarter	$	0.12	$	0.01
Third Quarter	$	0.14	$	0.04
Second Quarter	$	0.38	$	0.03
First Quarter	$	0.55	$	0.17
Calendar 2011
Fourth Quarter	$	0.39	$	0.15
Third Quarter	$	0.87	$	0.40
Second Quarter	$	1.40	$	0.82
First Quarter	$	1.49	$	0.86

Shares of our common stock now trade on the OTCQB Exchange under the trading symbols of “ENVA”. Our common stock was listed on the London Stock Exchange up until November 2014 when we were delisted due to the resignation of our nominated advisor. The following table sets forth the high and low sales closing prices of our Common Stock as reflected on the OTCBB.

As of February 28, 2013, there were approximately 1,000 holders of record of our Common Stock. As of February 28, 2013, approximately 100 shareholders held our Series A Preferred Stock and approximately 32 shareholders held our Series B Preferred Stock. The number of holders of record excludes beneficial holders whose shares are held in the name of nominees or trustees.

	Common Stock
	High Price		Low Price
Calendar 2014
Fourth Quarter	$	0.02	$	0.01
Third Quarter	$	0.04	$	0.02
Second Quarter	$	0.05	$	0.01
First Quarter	$	0.06	$	0.01

Calendar 2013
Fourth Quarter	$	0.01	$	0.01
Third Quarter	$	0.02	$	0.01
Second Quarter	$	0.02	$	0.01
First Quarter	$	0.09	$	0.01

As of March 31, 2015, there were approximately 1,000 holders of record of our Common Stock. As of March 31, 2015, approximately 100 shareholders held our common stock to be issued and approximately 32 shareholders held our Series B Preferred Stock. The number of holders of record excludes beneficial holders whose shares are held in the name of nominees or trustees.

Dividend Policy

To date, we have neither declared nor paid any cash dividends on shares of our Common Stock or Series ~~A or~~ B Preferred Stock. We presently intend to retain all future earnings for our business and do not anticipate paying cash dividends on our Common Stock or Series ~~A or~~ B Preferred Stock in the foreseeable future. We are required to pay dividends on our Series ~~A and~~ B Preferred Stock before dividends may be paid on any shares of Common Stock. At December 31, ~~2012~~2014, Enova had an accumulated deficit of approximately $~~159~~162,~~347~~870,000 and, until this deficit is eliminated, will be prohibited from paying dividends on any class of stock except out of ~~net~~retained ~~profits~~earnings, unless it meets certain asset and other tests under Section 500 et. seq. of the California Corporations Code.

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ITEM 6.

SELECTED FINANCIAL DATA

The following selected financial data tables set forth selected financial data for the years ended December 31, ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012. The statement of operations data and balance sheet data for and as of the years ended December 31, ~~2012~~2014, ~~2011~~2013, and ~~2010~~2012 are derived from the audited financial statements of Enova. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, including the notes thereto, appearing elsewhere in this Form 10-K.

	For and as of the Years Ended December 31,
	2012			2011			2010
	2014			2013			2012
	(In thousands, except per share data)
Statement of Operations Data
Net revenues	$	~~1,103~~-		$	~~6,622~~426		$	81,~~572~~103
Cost of revenues		~~2,407~~60			62,~~364~~078			72,~~159~~407
Gross profit (loss)		(~~1,304~~60	)		~~258~~(1,652	)		(1,~~413~~304	)
Operating expenses
Research and development		~~805~~-			~~2,039~~-			~~1,838~~805
Selling, general and administrative		~~3,915~~404			51,~~075~~081			63,~~558~~915
Total operating expenses		~~4,720~~404			71,~~114~~081			84,~~396~~720
Other income and (expense)
Loss on litigation		~~(2,014~~-	)		~~(41~~-	)		(~~328~~2,014	)
Interest and other income (expense), net		(~~197~~155	)		(87171	)		(~~109~~197	)
Total other income and (expense)		(~~2,211~~155	)		(~~128~~171	)		(~~437~~2,211	)
Net loss	$	(~~8,235~~619	)	$	(62,~~984~~904	)	$	(78,~~420~~235	)
Per common share:
Basic and diluted loss per share	$	(0.1901	)	$	(0.2207	)	$	(0.2419	)
Weighted average number of common shares outstanding		4364,~~952~~520			3144,~~537~~520			3143,~~422~~952
Balance Sheet Data
Total assets	$	~~3,055~~375		$	~~9,340~~550		$	173,~~690~~055
Long-term debt	$	1,~~262~~238		$	1,~~286~~238		$	1,~~286~~262
Shareholders’ equity (deficit)	$	(25,~~634~~869	)	$	(5,~~298~~522)		$	10(2,~~646~~634)

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ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with our ~~2012~~2014 Financial Statements and accompanying Notes. The matters addressed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain certain forward-looking statements involving risks and uncertainties.

Overview

Enova Systems has been a ~~leading~~developer ~~innovator~~and manufacturer of proprietary hybrid and electric drive systems propelling the alternative energy industry. Our core competencies ~~are~~were focused on the development and commercialization of power management and conversion systems for mobile applications. Enova applies unique ‘enabling technologies’ in the areas of alternative energy propulsion systems for medium and heavy-duty vehicles as well as power conditioning and management systems for distributed generation systems. Our products can be found in a variety of OEM vehicles including those from Freightliner Customer Chassis Corporation, Navistar Corporation, First Auto Works, trucks and buses for Smith Electric Vehicles, Wright Bus, Optare Plc. and the U.S. Military, as well as digital power systems for EDO and other major manufacturers.

Some notable highlights of Enova’s accomplishments in 2012, as noted earlier are:

• First Auto Works (“FAW”) - Enova continues to supply FAW drive systems for their hybrid buses. Since the 2008 Olympics in Beijing, Enova Systems and First Auto Works have deployed nearly 500 vehicles, all utilizing Enova’s pre-transmission hybrid drive system components. First Auto Works is one of China’s largest vehicle producers, manufacturing in excess of 1,000,000 vehicles annually. The Enova drive system is integrated and branded under the name of Jiefang CA6120URH hybrid. The Jiefang 40 ft. long hybrid city bus can carry up to 103 passengers and travel at a speeds of over 50 miles per hour. With the Enova hybrid system components, the Jiefang bus meets Euro III emission standards, consumes only 7.84 miles per gallon and achieves a reduction of 20 percent in harmful emissions.

• Smith Electric Vehicles N.A. Inc. (“Smith”) – Enova continues to supply Smith with electric drive systems. Smith has deployed several hundred vehicles utilizing Enova’s electric drive system. Smith develops, produces and sells zero-emission commercial electric vehicles that are designed to be an alternative to traditional diesel trucks, providing higher efficiency and lower total cost of ownership. Smith has manufacturing facilities in Kansas City, Missouri, and outside of Newcastle, UK. Smith’s vehicle designs leverage more than 80 years of market knowledge from selling and servicing electric vehicles in the United Kingdom. Smith produces the Newton and the Edison.

• Optare plc. (“Optare”) awarded Enova a contract as the production drive system supplier for their all electric buses. Enova has shipped systems to Optare that are currently being integrated into buses. Optare designs, manufactures and sells single deck and double deck buses and mini coaches. Its buses operate in the UK, Continental Europe, and North America.

• The Company delivered a total of 58 full systems to its customers, including 50 pre-transmission hybrid drive systems to FAW for their Jiefang 112 passenger hybrid bus during the year.

Enova’s product focus has been on digital power management and power conversion systems. Its software and hardware manage and control the power that drives a vehicle, converting the power into the appropriate forms required by the vehicle or device and manage the flow of this energy to optimize efficiency and provide protection for both the system and its users. Our products and systems are the enabling technologies for power systems.

~~The~~Hybrid ~~latest state-of-the-art technologies in hybrid~~ and electric vehicles and fuel cell systems all require some type of power management and conversion mechanism. Enova Systems ~~supplies~~has supplied these essential components. Enova drive systems are ‘fuel-neutral,’ meaning that they have the ability to utilize any type of fuel, including diesel, liquid natural gas or bio-diesel fuels. Enova has performed significant research and development to augment and support others’ and our internal product development efforts.

Our products are production-~~17-~~engineered so they can be commercially produced (i.e., all formats and files are designed with manufacturability in mind, from the start). For the automotive market, Enova products are designed to ISO 9001 manufacturing and quality standards. We believe Enova’s redundancy of systems and quality standards result in high performance and reduced risk. For every component and piece of hardware, there are detailed performance specifications. Each piece is tested and evaluated against these specifications, which enhances and confirms the value of the systems to OEM customers.

The Company acknowledges the principal barrier to commercialization of our drive systems is cost. The cost of engineering proprietary software and hardware for our drive systems is high because economies of production in specialized hybrid drive system component parts, batteries, and vehicle integration have not been achieved. We also believe maturation into commercialization of our drive systems will result in decreases to our long run average costs of materials and services as volume increases over time.

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Our products are “production-engineered.” This means they are designed so they can be commercially produced (i.e., all formats and files are designed with manufacturability in mind, from the start). For the automotive market, Enova designs its products to ISO 9001 manufacturing and quality standards. We believe Enova’s redundancy of systems and rigorous quality standards result in high performance and reduced risk. For every component and piece of hardware, there are detailed performance specifications. Each piece is tested and evaluated against these specifications, which enhances and confirms the value of the systems to OEM customers.

The Company continues to acknowledge the principal barrier to commercialization of our drive systems is cost. The cost of engineering proprietary software and hardware for our drive systems is high because economies of production in specialized hybrid drive system component parts, batteries, and vehicle integration have not been achieved. Therefore, the cost of our products and engineering services are currently higher than our gasoline and diesel competitor counterparts. We also believe maturation into commercialization of our drive systems will result in decreases to our long run average costs of materials and services as volume increases over time.

Critical Accounting Policies

The preparation of financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, stock-based compensation, warranty obligations, contingencies, and litigation. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances, including current and anticipated worldwide economic conditions, both in general and specifically in relation to the hybrid and electric vehicle markets, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in Note 2 to the financial statements included in Item 8 of this Form 10-K. We believe the following critical accounting policies necessitated that significant judgments and estimates be used in the preparation of its financial statements. We have reviewed these policies with our Audit Committee.

Revenue Recognition — We generally recognizes revenue at the time of shipment when title and risk of loss have passed to the customer, persuasive evidence of an arrangement exists, performance of our obligation is complete, our price to the buyer is fixed or determinable, and we are reasonably assured of collection. If a loss is anticipated on any contract, a provision for the entire loss is made immediately. Determination of these criteria, in some cases, requires management’s judgment. Should changes in conditions cause management to determine that these criteria are not met for certain future transactions, revenue for any reporting period could be adversely affected.

The Company also recognizes engineering and construction contract revenues using the percentage-of-completion method, based primarily on contract costs incurred to date compared with total estimated contract costs. Customer-furnished materials, labor, and equipment, and in certain cases subcontractor materials, labor, and equipment, are included in revenues and cost of revenues when management believes that the company is responsible for the ultimate acceptability of the project. Contracts are segmented between types of services, such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered.

Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues recognized in excess of amounts billed are classified as current assets under contract work-in-progress. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities on contracts.

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Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to engineering and development contract costs and revenue.

Warranty — The Company provides product warranties for specific product lines and accrues for estimated future warranty costs in the period in which revenue is recognized. Our products are generally warranted to be free of defects in materials and workmanship for a period of 12 to 24 months from the date of installation, subject to standard limitations for equipment that has been altered by other than Enova Systems personnel and equipment which has been subject to negligent use. Warranty provisions are based on past experience of product returns, number of units repaired and our historical warranty incidence over the past twenty-four month period. The warranty liability is evaluated on an ongoing basis for adequacy and may be adjusted as additional information regarding expected warranty costs becomes known.

Allowance for doubtful accounts — 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 ~~collectibility~~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 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.

Inventory — Inventories include material, labor, and manufacturing overhead are priced at the lower of cost or market utilizing the 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 (i.e., cycle counts). 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.

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Property and Equipment — Property and equipment are stated at cost and depreciated over the estimated useful lives of the related assets, which range from three to seven years using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

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Impairment of Long-Lived Assets — The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Long-lived assets that management commits to sell or abandon are reported at the lower of carrying amount or fair value less cost to sell.

Stock-Based Compensation — The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options based on the estimated fair values at the date of grant. The compensation expense is recognized over the requisite service period.

The Company’s determination of estimated fair value of share-based awards utilizes the Black-Scholes option-pricing model. The Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding certain highly complex and subjective variables. These variables include, but are not limited to; the Company’s expected stock price volatility over the term of the awards as well as actual and projected employee stock option exercise behaviors.

Deferred Income Taxes — We evaluate the need for a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. We determined that we may not be able to realize all or part of its net deferred tax asset in the future, thus a full valuation allowance was recorded against our deferred tax assets.

These accounting policies were applied consistently for all periods presented. Our operating results would be affected if other alternatives were used. Information about the impact on our operating results is included in the footnotes to our financial statements.

Research and Development — Research, development, and engineering costs are expensed in the period incurred. Costs of significantly altering existing technology are expensed as incurred.

ln August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). lt also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statement disclosures.

On June 19, 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Under the ASU, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity's satisfaction of a performance target until it becomes probable that the performance target will be met. The adoption of this ASU will be required, either on a retrospective basis or prospective basis, beginning with our Quarterly Report on Form 10-Q for the quarter ending March 31, 2016. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements

Recent Accounting Pronouncements

~~Effective~~Certain ~~January~~accounting 1,standards ~~2012, the Company adopted revised guidance related to the presentation of comprehensive income~~ that ~~increases~~have ~~comparability~~been ~~between~~issued ~~U.S.~~or ~~GAAP~~proposed ~~and~~by ~~International Financial Reporting Standards. This guidance eliminates~~ the ~~current~~FASB ~~option~~or ~~to report~~ other ~~comprehensive~~standards-setting ~~income~~bodies ~~(OCI)~~are ~~and~~not ~~its~~expected ~~components~~to inhave ~~the~~a ~~statement~~material ~~of changes in stockholders’ equity. The Company adopted this guidance during the first quarter of 2012, which had no~~ impact on the Company’s financial position, results of operations, orand cash flows. ~~The Company currently does not have any components of other comprehensive income or loss.~~

In May 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased disclosures regarding valuation inputs and investment categorization. The adoption of this new accounting guidance in 2012 did not have a material impact on the Company’s financial position, operations or cash flows.

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Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies did not or are not expected to have a material impact on the Company’s financial positions, results of operations and cash flows.

Results of Operations

Years Ended December 31, ~~2012~~2014 and ~~2011~~2013

Net Revenues. Net revenues were $~~1,103,000~~0 for the year ended December 31, ~~2012~~2014, representing a decrease of $5426,~~519,~~000 or 83100% from net revenues of $6426,~~622,~~000 during the same period in ~~2011~~2013. ~~Revenues~~The Company did not have operations in the current year ~~were~~due ~~negatively~~to ~~affected by~~ uncertainty over ~~battery~~the ~~performance~~Company’s ~~and~~ability ~~non-recoverable~~to ~~engineering~~continue ~~costs~~operations ~~associated~~after ~~with battery development and subsequent to~~ our restructuring in June 2012, ~~our~~that reduced our capacity to pursue new business. ~~As a result, OEM and other customers have delayed major all-electric vehicle marketing initiatives, resulting in decreased demand for our systems.~~ The decrease in revenue for the twelve months ended December 31, ~~2012~~2014 compared to the same period in ~~2011~~2013 was mainly due to a decrease in deliveries to ~~our~~customers ~~core customer base~~ in the United States. Revenues in ~~2012~~2013 were mainly ~~attributed~~attributable to shipments to First Auto Works in China and ~~the~~Smith ~~Optare~~Electric ~~Group~~Vehicles, ~~in the U~~N.~~K in the first half of the year~~A. We will have fluctuations in revenue from quarter to quarter~~. Although~~ weand ~~have seen indications from our customers to support future revenue,~~ there can be no assurance there will be continuing demand for our products and services.

Cost of Revenues. Cost of revenues were $260,~~407,~~000 for the year ended December 31, ~~2012~~2014, compared to $62,~~364~~078,000 for the year ended December 31, ~~2011~~2013, representing a decrease of $32,~~957~~018,000, or 6297%. Cost of revenues decreased in ~~2012~~2013 compared to the same period in the prior year primarily due to the decrease in revenue. We recorded a charge of approximately $60,000 and $1,~~436~~660,000 during ~~2012~~2014 and 2013, respectively, increasing our inventory obsolescence reserve after management updated its estimate of the realizable value of inventory. Cost of revenues consists of component and material costs, direct labor costs, integration costs and overhead related to manufacturing our products as well as warranty accruals and inventory valuation reserve amounts. Product development costs incurred in the performance of engineering development contracts for the U.S. Government and private companies are charged to cost of sales. Our customers continue to require additional integration and support services to customize, integrate and evaluate our products. We believe that a portion of these costs are initial, one-time costs for these customers and anticipate similar costs to be incurred with respect to new customers. Typically we do not incur these same types of costs for customers who have been using our products for over one year.

Gross Margin. The gross margin for the year ended December 31, ~~2012~~2014 was negative ~~118.4~~100% compared to a ~~positive~~negative 3387.98% in the prior year~~, a decrease of 122~~.3 ~~percentage points.~~ The ~~decrease~~increase in gross margin is primarily attributable to lower ~~production volumes and~~ charges to ~~increase~~ the inventory reserve ~~in 2012~~ associated with certain obsolete parts in 2014 as compared to 2013.

~~Research and Development Expenses. Research and development expenses consist primarily of personnel, facilities, equipment and supplies for our research and development activities. Non~~-funded development costs are reported as research and development expense. Research and development expenses during the year ended December 31, 2012 were $805,000 compared to $2,039,000 for the same period in 2011, a decrease of $1,234,000 or approximately 61%. R&D costs were lower in 2012 as we reduced engineering staff in June 2012 due to the Company’s lack of financial resources. As a result, the Company’s development of its next generation Omni12-~~series motor control unit and 10kW charger was put on hold from the second half of 2012.~~

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Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of sales and marketing costs, including consulting fees and expenses for travel, promotional activities and personnel and related costs for the quality and field service functions and general corporate functions, including finance, strategic and business development, human resources, IT, accounting reserves and legal costs. Selling, general and administrative expenses decreased by $1677,~~160,~~000, or 2363%, during the year ended December 31, ~~2012~~2014 to $3404,~~915,~~000 from $51,~~075~~081,000 in the prior year, which decrease is attributable the Company’s ~~implementation~~reduction of ~~staff~~operational ~~reductions~~capacity, the termination of employment with the Company by approximately 8090% of the Company’s workforce in June 2012 and other cost savings measures. We continually monitor S, G & A in light of our business outlook and are taking proactive steps to control these costs.

~~Loss~~Interest onand ~~Litigation~~Other Income (Expense). For the year ended December 31, ~~2012~~2014, ~~loss~~interest onand ~~litigation~~other expense was $2155,~~014,~~000, ana ~~increase~~decrease of $116,~~973,~~000 or 9%, from an expense of $41171,000 in ~~2011~~2013. The primary reason for the ~~increase~~decrease is due to ~~our~~reduced ~~recording~~impairment acharges ~~charge~~on ~~of approximately $2 million in 2012 for a judgment entered in~~ the ~~litigation~~write-down ~~with Arens Controls, as detailed in Item 3 – Legal Proceedings~~ of ~~this~~fixed ~~Form 10-K~~assets.

Interest and Other Income (Expense). For the year ended December 31, 2012, interest and other expense was $197,000, an increase of $110,000 or 126%, from an expense of $87,000 in 2011. The primary reason for the increase is due to our recording a charge of approximately $2 million in 2012 for a judgment entered in the litigation with Arens Controls, as detailed in Item 3 – Legal Proceedings of this Form 10-K.

Liquidity and Capital Resources

We have historically experienced losses primarily attributable to research, development, marketing and other costs associated with our strategic plan as an international developer and supplier of electric drive and power management systems and components. Historically, cash flows from operations have not been sufficient to meet our obligations and we have had to raise funds through several financing transactions. At least until we reach breakeven volume in sales and develop and/or acquire the capability to manufacture and sell our products profitably, we will need to continue to rely on cash from external financing sources. Our operations during the year ended December 31, ~~2012~~2014 were financed by ~~product sales,~~ working capital reserves and an equity ~~offerings~~offering in ~~December~~March ~~2011~~2014 ~~and May 2012~~ that resulted in net proceeds of $1223,~~245,~~000 ~~and $132,000, respectively~~. As of December 31, ~~2012~~2014, the Company had $~~57,000~~0 of cash and cash equivalents.

OnNet ~~June~~cash ~~30,~~used ~~2010,~~in ~~the~~operating ~~Company~~activities ~~entered~~was ~~into~~$268,000 afor ~~secured~~the ayear ~~revolving~~ended ~~credit~~December ~~facility~~31, ~~with~~2014, a ~~financial~~decrease ~~institution~~of ~~for~~ $~~200~~158,000 ~~which~~compared ~~was~~to ~~secured by a~~ $~~200~~110,000 ~~certificate~~for ofthe ~~deposit.~~year ~~The~~ended ~~interest~~December ~~rate~~31, on2013. aOperating ~~drawdown~~cash ~~from~~used ~~the~~decreased ~~facility~~in is2014 compared to the ~~certificate~~prior ofyear ~~deposit~~primarily ~~rate~~due ~~plus~~to ~~1.25%~~decreases ~~with~~in ~~interest~~our ~~payable~~operating ~~monthly~~expenses ~~and~~that resulted from the ~~principal~~reduction ~~due~~of atour ~~maturity.~~operational ~~The~~capacity ~~financial~~from ~~institution~~June ~~also~~2012 ~~renewed~~and ~~the~~a ~~$200,000~~decrease ~~irrevocable~~in ~~letter~~operational ofassets. ~~credit~~Non-cash ~~for~~items ~~the~~include ~~full~~expense ~~amount~~for ofstock-based ~~the~~compensation, ~~credit~~depreciation ~~facility~~and inamortization, ~~favor~~inventory ofreserve ~~Sunshine~~and ~~Distribution~~other ~~LP,~~losses. ~~with~~These ~~respect~~non-cash toitems ~~the~~decreased ~~lease~~by of$1,985,000 for the ~~Company’s~~year ~~corporate~~ended ~~headquarters~~December at31, ~~1560~~2014 ~~West~~as ~~190th~~compared ~~Street,~~to ~~Torrance,~~the ~~California.~~same ~~During~~period in the ~~fourth~~prior ~~quarter~~year ofprimarily ~~2012,~~due to the ~~irrevocable~~decrease ~~letter~~in ofreserve ~~credit~~charges ~~was~~to ~~fully~~write ~~drawn~~ down bythe ~~Sunshine~~value ~~Distribution~~of Lour inventory.P. The decrease in ~~order~~net toloss ~~pay~~was ~~rent~~primarily ondue ~~our~~the ~~corporate~~decrease ~~headquarters,~~in ~~and~~gross ~~the~~loss ~~certificate~~from production of ~~deposit~~$1,592,000 ~~was~~and ~~fully~~a ~~utilized~~decrease tooperating ~~fund~~expenses ~~draws~~of on$677,000 ~~the~~as ~~secured~~compared ~~facility~~to 2013. ~~Therefore~~ As of December 31, 2014, the ~~facility~~Company ~~was~~had ~~fully~~$0 ~~drawn~~of cash and ~~expired~~cash onequivalents compared to $1,000 as of December 31, ~~2012~~2013.

Net cash ~~used~~from ininvesting ~~operating~~ activities was $~~3,388,000~~0 for the year ended December 31, ~~2012~~2014, ~~a decrease of $2,914,000~~ compared to $629,~~302,~~000 for the year ended December 31, ~~2011~~2013. ~~Operating~~In cash used decreased in 2012 compared to the prior year period primarily due to decreases in our sales volume in 2012 and the use of our existing cash resources to fund our current operations. Non-cash items include expense for stock-based compensation2013, ~~depreciation~~proceeds ~~and~~from ~~amortization, inventory reserve and other losses. These non-cash items increased by $2,632,000 for~~ the ~~year~~sale ~~ended December 31, 2012 as compared to the same period in the prior year primarily due to accrual~~ of ~~the~~fixed ~~Arens~~assets ~~litigation~~were ~~judgment and an increase in the inventory reserve and reserve for doubtful accounts. The increase in net loss was primarily due to an accrual of~~ $229,~~017,~~000 ~~for the Arens litigation judgment and inventory reserve and allowance for doubtful accounts charges of $1,436,000 and $296,000, respectively~~. ~~As of December 31, 2012, the Company had $57,000 of cash and cash equivalents compared to $3,096,000 as of December 31, 2011.~~

Net cash from financing activities totaled $267,000 for the year ended December 31, 2014, an increase of $242,000 compared to net cash provided by financing activities of $25,000 for the year ended December 31, 2013. Financing activities in 2013 for payments on vehicle notes were $11,000. In 2014, we received proceeds of $223,000 from the issuance of Common Stock during first quarter of 2014 as explained in Note 10 – Stockholders’ Equity to the financial statements included in this Form 10-~~22-~~K..

Net accounts receivable were $0 as of December 31, 2014 and 2013. As of December 31, 2014 and December 31, 2013, the Company maintained a reserve for doubtful accounts receivable of $404,000, primarily related to financial instability at a major customer and concern over the Company’s capacity to collect on overdue receivables.

Inventory decreased by $59,000, or 14%, from $427,000 as of December 31, 2013 to $368,000 as of December 31, 2014. The decrease resulted from a net inventory reserve charge of $59,000.

Prepaid expenses and other current assets decreased by $35,000, or 83%, to $7,000 at December 31, 2014 compared to a balance of $42,000 at December 31, 2013. The decrease was primarily due to an impairment charge on a deposit with a vendor that management determined may not be recoverable.

Property and equipment, net of depreciation, decreased by $80,000, or 100%, to $0 at December 31, 2014 compared to a balance of $80,000 at December 31, 2013. The decrease is primarily due to depreciation expense of $38,000 and a loss on impaired assets of $42,000.

Accounts payable decreased by $82,000, or 13%, to $560,000 at December 31, 2014 compared to a balance of $642,000 at December 31, 2013. The decrease was primarily due to vendor payments made in the second quarter of 2014 subsequent to the receipt of cash from the equity issuance in March 2014.

Loans from employees increased by $19,000, or 53%, to $55,000 at December 31, 2014 compared to a balance of $36,000 at December 31, 2013. Due the financial condition of the company, employees loaned funds to the Company to pay for certain necessary administrative costs.

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~~Net~~Deferred ~~cash~~revenues ~~from~~were ~~investing activities was~~ $~~237~~213,000 ~~for~~at ~~the year ended~~ December 31, ~~2012,~~2014 ~~compared~~and ~~to net cash used of $275,000 for the year ended December 31, 2011~~2013. The InCompany ~~2012,~~received aprepayments ~~certificate~~on ofpurchase ~~deposit~~orders ~~investment of $200,000 was redeemed in order to fund drawdowns~~ from ancertain ~~irrevocable letter of credit by Sunshine Distribution L~~customers.P. The toCompany’s ~~pay~~management ~~rent~~does onnot ~~our~~anticipate ~~corporate~~that ~~headquarters~~funding ~~during~~can ~~the~~be ~~fourth~~obtained ~~quarter~~to ofcomplete ~~2012. In 2012 and 2011, investing expenditures for capital expenditures were expended mainly for~~ the ~~acquisition~~order ~~and integration of test vehicles and for test equipment utilized~~ in ~~R&D and production~~2015.

~~Net~~Accrued ~~cash~~payroll ~~provided~~and ~~from~~related ~~financing~~expenses ~~activities~~increased ~~totaled~~by $~~112~~17,000 ~~for the year ended December 31~~, ~~2012,~~or ~~a decrease of $1~~9%,~~130,000~~ ~~compared~~ to $1211,~~242,~~000 ~~for~~at ~~the year ended~~ December 31, ~~2011. Financing~~2014 ~~activities~~compared ~~in 2012 and 2011 were primarily attributable~~ to ~~private~~a ~~offerings~~balance of ~~common stock. In 2012, we received proceeds of~~ $~~132~~194,000 ~~from~~at ~~the~~December ~~issuance of Common Stock during second quarter of 2012 from the Lincoln Park facility~~31, as2013. ~~explained~~The inincrease ~~Note~~was 11primarily –due ~~Stockholders’ Equity~~ to ~~the~~an ~~financial~~increase ~~statements included~~ in ~~Item~~unpaid 1compensation ~~of this Form 10-K.. In 2011, we sold 11,250,000 shares of common stock at $0.15 per share to certain accredited investors,~~ resulting infrom ~~gross~~the ~~proceeds~~financial ofcondition ~~$1,687,500 and net proceeds~~ of ~~$1,245,000 after costs related to~~ the ~~equity raise~~Company.

~~The~~Accrued ~~Certificate~~loss offor ~~Deposit~~litigation ~~decreased~~settlement towas $0unchanged asat of December 31, ~~2012~~2014 ~~from~~compared ~~$200,000~~to asthe ofbalance at December 31, ~~2011~~2013. As ~~explained~~disclosed ~~above,~~in ~~the~~Item CD3. ~~was~~Legal ~~used~~Proceedings toof ~~secure~~Part ~~the~~I ~~revolving~~of ~~credit~~this ~~facility~~Form in10-K, ~~the~~on ~~amount~~December of12, ~~$200~~2012,~~000~~ ~~with~~a ~~Union~~judgment ~~Bank which~~ was ~~fully~~entered ~~drawn~~in ~~during~~favor ~~the~~of ~~fourth~~Arens ~~quarter~~Controls ofCompany, ~~2012~~L.L.C. toby ~~fund~~the ~~draw~~United ~~downs~~States ~~form~~District ~~the~~Court ~~irrevocable~~Northern ~~letter~~District of ~~credit~~Illinois ~~that~~in ~~were~~the ~~used~~amount toof ~~pay~~$2,014,169 ~~rent~~in ~~for~~the ~~our~~case ~~facility~~of toArens ~~Sunshine~~Controls ~~Distribution~~Company, L.PL.C. v. Enova Systems, Inc.

~~Accounts~~Other ~~receivable~~accrued ~~decreased~~liabilities increased by $~~551~~137,000, or 7347%, to $~~208~~431,000 asat of December 31, ~~2012~~2014 ~~from~~compared to a balance of $~~759~~294,000 asat of December 31, ~~2011~~2013. The ~~decrease~~increase ~~in the receivable balance~~ was primarily due to ~~collections of receivables and~~ an increase in ~~the~~accruals ~~Reserve~~ for ~~Doubtful~~professional ~~Accounts. As~~fees ~~of December 31, 2012~~ and ~~December~~stock ~~31,~~exchange ~~2011,~~listing ~~the Company maintained a reserve for doubtful accounts receivable of $313,000 and $18,000, respectively~~expenses.

~~Inventory~~Accrued ~~decreased~~interest increased by $181,~~833,~~000, or 456%, ~~from~~to $41,~~036~~482,000 asat of December 31, ~~2011~~2014 tofrom $21,~~203~~401,000 asat of December 31, ~~2012~~2013. The ~~decrease~~majority ~~resulted~~of ~~from~~the ~~net~~increase ~~inventory~~is ~~activity~~associated ~~including~~with ~~receipts~~the ~~totaling~~interest ~~$545,000,~~accrued ~~consumption~~on ofthe $~~942,000~~1.2 ~~and~~million annote ~~inventory~~due ~~reserve~~the ~~charge~~Credit Managers Association of ~~$1,436,000~~California.

Prepaid expenses and other current assets were $242,000 as of December 31, 2012 and 2011, respectively.

Long term accounts receivable decreased by $41,000, or 52%, to $38,000 as of December 31, 2012 compared to $79,000 at December 31, 2011. The decrease is primarily due to reclassification of amounts that will be due within one year to current accounts receivable. The Company agreed to defer collection of accounts receivable as requested by a customer for the term of the Company’s warranty period. The Company has remedied all past and current warranty claims and anticipates full collection of the receivable.

Property and equipment decreased by $621,000 or approximately 67%, net of accumulated depreciation, to $307,000 as of December 31, 2012 from a balance of $928,000 as of December 31, 2011. The decrease is primarily due to depreciation expense of $466,000, an asset impairment charge of $90,000, proceeds from assets sales of $53,000 and a loss on asset sales of $28,000, which was partially offset by additions to fixed assets totaling $16,000 in 2012.

Accounts payable increased by $204,000, or approximately 58%, to $558,000 at December 31, 2012 from $354,000 at December 31, 2011. The increase was primarily due to unpaid legal and administrative costs and inventory purchases during 2012.

Deferred revenue decreased by $202,000, or approximately 63%, to $118,000 as of December 31, 2012 from $320,000 as of December 31, 2011. The balance at December 31, 2012 is anticipated to be realized into revenue in the first half of 2013, and is associated with prepayments on purchases orders from certain customers.

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Accrued payroll and related expenses decreased by $168,000, or 63%, to $98,000 as of December 31, 2012 from $266,000 at December 31, 2011. The decrease was primarily due to the reduction in our workforce by over 80% in June 2012 which resulted in a pay out of accrued vacation of approximately $143,000 in the second quarter.

Accrued judgment As previously disclosed in Item 3. Legal Proceedings, on December 12, 2012, a judgment was entered in favor of Arens Controls Company, L.L.C. by the United States District Court Northern District of Illinois in the amount of $2,014,169 in the case of Arens Controls Company, L.L.C. v. Enova Systems, Inc.

Other accrued liabilities decreased by $262,000, or 51%, to $255,000 at December 31, 2012 compared to a balance of $517,000 at December 31, 2011. The decrease was primarily due to a decrease in the accrued warranty balance as costs for warranty claims were greater than warranty accruals during 2012 and a decrease in accruals for professional services in 2012.

Accrued interest increased by $81,000, or 7%, to $1,318,000 at December 31, 2012 from $1,237,000 at December 31, 2011. The majority of the increase is associated with the interest accrued on the $1.2 million note due the Credit Managers Association of California.

Going concern

To date, the Company has incurred recurring net losses and negative cash flows from operations. At December 31, ~~2012~~2014, the Company had an accumulated deficit of approximately $~~159~~162.39 million, working capital of approximately negative $03.41 million and shareholders’ equity deficit of approximately $25.69 million. Until the Company can generate significant cash from its operations, the Company expects to continue to fund its operations with existing cash resources, proceeds from one or more private placement agreements, as well as potentially through debt financing or the sale of equity securities. However, the Company may not be successful in obtaining additional funding. In addition, the Company cannot be sure that its existing cash and investment resources will be adequate or that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to the Company or its shareholders.

Our operations will require us to make necessary investments in human and production resources, regulatory compliance, as well as sales and marketing efforts. We do not currently have adequate internal liquidity to meet these objectives ~~in the long term~~. On June 21, ~~2102~~2012, we reported in a Form 8-K filing that, as part of cost cutting measures in response to our decrease in revenue amid continued delays in industry adoption of EV technology resulting from ongoing battery cost and reliability concerns, in excess of 8090% of our workforce left our Company, including the resignation of members of our senior management. We continue to evaluate strategic partnering opportunities and other external sources of liquidity, including the public and private financial markets and strategic partners. Having insufficient funds ~~may~~has ~~require~~caused the Company to delay ~~or eliminate some or~~ all of its product ~~develop, relinquish some or even all rights to product candidates at an earlier stage of~~ development ~~or negotiate less favorable terms than it would otherwise choose~~activities. Failure to obtain adequate financing also may adversely affect the Company’s ability to continue in business. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would likely result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations, as well as covenants and specific financial ratios that may restrict its ability to operate its business.

As of December 31, ~~2012~~2014, the Company had ~~approximately~~no ~~$57,000 in~~ cash and cash equivalents and wereceived loans from an employee in order to maintain minimal operations. We do not anticipate that our existing cash and anticipated receivables collections will be sufficient to meet projected operating requirements through the end of ~~2013~~2015 to continue operations and market trading.

~~-24-~~We have also accessed the capital markets to obtain limited operating funds. On February 23, 2014, Enova Systems, Inc, entered into Subscription Agreements with various offshore investors to sell approximately GBP 150,000 (approximately US$249,000) in gross proceeds by a private subscription of 19,999,998 common shares to be newly issued on the Alternative Investment Market of the London Stock Exchange (the "AIM Exchange"). The common shares were issued at a price of 0.0075 pence (approximately US$0.01per share) to certain eligible offshore investors (the "Subscription"). In connection with the Subscription, Enova entered into an Agreement for the Provision of Receiving Agent Services (the "Agreement") with Daniel Stewart & Company PLC (UK) for receiving agent services. Daniel Stewart presently serves as the Nominated Adviser for the listing of Enova's common shares on the AIM Exchange. The newly issued common shares for the Subscription were issued in three tranches of approximately GBP 50,000 each.

Daniel Stewart received an introducing agent's fee of 10% of the aggregate funds raised pursuant to the subscription in addition to reimbursement of expenses. Factoring in the commission, legal and other expenses of the offering, Enova received approximately US$223,000 in net proceeds.

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We have also accessed the capital markets to obtain additional operating funds. In December 2011, we raised approximately $1,245,000, net of financing costs of $442,500 through an equity issuance to certain accredited investors, which was disclosed in our Form 10-K filed on March 29, 2012. Additionally, we entered into two Purchase Agreements (the facility) with Lincoln Park Capital Fund in April to issue up to $10,000,000 in shares of our common stock and received proceeds of $132,000, net of financing costs of $152,000, from the initial purchase of shares of Common Stock from Lincoln Park in the second quarter. Access to funding under the facility is dependent upon our shares being listed on a national exchange, and as our shares were delisted from the NYSE Amex exchange on October 31, 2012, the Company can no longer raise funds from the facility.

Judgment entered in Arens Controls Litigation

On December 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C. in the amount of $2,014,169 regarding claims for two counts. In 2008, Arens Controls Company, L.L.C. (“Arens”) filed claims against Enova with the United States District Court Northern District of Illinois. A Partial Settlement Agreement, as amended on January 14, 2011, resolved certain claims made by Arens. However, the claims were preserved under two remaining counts concerning i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova. On December 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C. in the amount of $2,014,169 regarding claims for two counts.

~~The~~On ~~Company~~September ~~filed~~24, 2013, Enova and Arens entered into a ~~notice~~Settlement Agreement and Mutual Release (the "Settlement Agreement") to resolve the remaining issues between them. Under the terms of ~~appeal~~the inSettlement ~~January~~Agreement, 11Enova filed on September 27, 2013. ~~The~~a ~~Company~~motion ~~believes~~to dismiss the ~~court~~ ~~committed~~pending ~~errors~~appeal ~~leading~~with prejudice and Arens agreed that, for a period of 120 calendar days from the date of the Settlement Agreement, Arens would not take any action to enforce the ~~verdict~~Judgment. ~~and~~Thereafter, ~~judgment~~Arens is entitled, without further notice, to enforce the Judgment against Enova or otherwise exercise all available procedures and remedies for collection of the ~~Company~~full isamount ~~evaluating~~of ~~its~~the ~~options~~Judgment onand ~~appeal~~Enova has agreed not to contest the validity of the Judgment. However, ~~there~~if ~~can~~Enova behad nopaid ~~assurance~~to ~~that~~Arens $300,000 at any time during the ~~appeal~~120 ~~will~~day beperiod, ~~successful~~then orwithin a3 ~~negotiated~~business ~~settlement~~days ~~can~~after beArens ~~attained~~received orconfirmation ~~that~~of such payment, Arens ~~will~~agreed ~~assert~~to ~~its~~file ~~claim~~a insatisfaction of judgment stating that the ~~state~~Judgment has been satisfied and completely release and forever discharge Enova from any and all claims for damages whatsoever that occurred prior to the date of ~~California~~the Settlement Agreement. In exchange for Arens's release, Enova agreed to completely release and ~~thereby~~forever ~~cause~~discharge Arens from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. The Company was not able to gocomply ~~into~~with ~~bankruptcy~~the due date for such payment by January 22, 2014. Therefore, the judgment against the Company can be enforced without further notice.

Off-Balance Sheet Arrangements

Other than contractual obligations incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ENOVA SYSTEMS, INC.

CONTENTS

December 31, ~~2012~~2014 and ~~2011~~2013

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2717
FINANCIAL STATEMENTS		2818
Balance Sheets		2818
Statements of Operations		2919
Statements of Stockholders’ (Deficit) Equity		30
Statements of Stockholders’ Equity (Deficit)		20
Statements of Cash Flows		3121
Notes to Financial Statements		3222

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Enova Systems, Inc.:

We have audited the accompanying balance sheets of Enova Systems, Inc. (the "Company") as of December 31, ~~2012~~2014 and ~~2011~~2013, and the related statements of operations, stockholders’ (deficit) ~~equity~~, and cash flows for of the years then ended. ~~Enova~~The ~~Systems, Inc.’~~Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~company~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~company~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Enova Systems, Inc. as of December 31, ~~2012~~2014 and ~~2011~~2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as going concern. As discussed in Note 1 to the financial statements, the Company’s significant recurring losses and ~~accumulated~~lack ~~deficit~~of working capital raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are disclosed are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DRAFT

/s/ PMB Helin Donovan, LLP

PMB Helin Donovan, LLP

~~San Francisco~~Austin, ~~California~~Texas

April 1615, ~~2013~~2015

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ENOVA SYSTEMS, INC.

BALANCE SHEETS

	December 31,
	2012			2011
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	~~57,000~~-		$	31,~~096,~~000
Certificate of deposit, restricted		-			200,000
Accounts receivable, net		-			-
Accounts receivable, net		208,000			759,000
Inventories and supplies, net		368,000			427,000
Inventories and supplies, net		2,203,000			4,036,000
Prepaid expenses and other current assets		7,000			42,000
Prepaid expenses and other current assets		242,000			242,000
Total current assets		375,000			470,000
Total current assets		2,710,000			8,333,000
Property and equipment, net		-			80,000
Long term accounts receivable		38,000			79,000
Total assets	$	375,000		$	550,000
Property and equipment, net		307,000			928,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total assets	$	3,055,000		$	9,340,000
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	~~558~~560,000		$	~~354~~642,000
Deferred revenues		118,000			320,000
Loans from employees		55,000			36,000
Accrued payroll and related expenses		98,000			266,000
Deferred revenues		213,000			213,000
Accrued loss for litigation settlement		2,014,000
Accrued payroll and related expenses		211,000			194,000
Other accrued liabilities		255,000			517,000
Accrued loss for litigation settlement		2,014,000			2,014,000
Current portion of notes payable		66,000			62,000
Other accrued liabilities		431,000			294,000
Total current liabilities		3,109,000			1,519,000
Current portion of notes payable		40,000			40,000
Accrued interest payable		1,318,000			1,237,000
Total current liabilities		3,524,000			3,433,000
Notes payable, net of current portion		1,262,000			1,286,000
Accrued interest payable		1,482,000			1,401,000
Total liabilities		5,689,000			4,042,000
Notes payable, net of current portion		1,238,000			1,238,000
Stockholders' (deficit) equity:
Total liabilities		6,244,000			6,072,000
Series A convertible preferred stock — no par value, 30,000,000 shares authorized; 2,642,000 shares issued and outstanding; liquidating preference at $0.60 per share as of December 31, 2012 and December 31, 2011		528,000			528,000
Stockholders' deficit:
Series 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 December 31, 2012 and December 31, 2011		1,094,000			1,094,000
Series A convertible preferred stock — no par value, 30,000,000 shares authorized; 0 shares issued and outstanding; liquidating preference at $0.60 per share as of December 31, 2014 and December 31, 2013		-			-
Common Stock — no par value, 750,000,000 shares authorized; 44,520,000 and 42,765,000 shares issued and outstanding as of December 31, 2012 and December 31, 2011, respectively		145,512,000			145,380,000
Series 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 December 31, 2014 and December 31, 2013		1,094,000			1,094,000
Additional paid-in capital		9,579,000			9,408,000
Common Stock to be issued		553,000			528,000
Accumulated deficit		(159,347,000	)		(151,112,000	)
Common Stock — no par value, 750,000,000 shares authorized; 64,520,000 and 44,520,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		145,735,000			145,512,000
Total stockholders' (deficit) equity		(2,634,000	)		5,298,000
Additional paid-in capital		9,619,000			9,595,000
Total liabilities and stockholders' (deficit) equity	$	3,055,000		$	9,340,000
Accumulated deficit		(162,870,000	)		(162,251,000	)
Total stockholders' deficit		(5,869,000	)		(5,522,000	)
Total liabilities and stockholders' deficit	$	375,000		$	550,000

The accompanying notes are an integral part of these financial statements.

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ENOVA SYSTEMS, INC.

STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2012			2011
	2014			2013
Revenues	$	~~1,103,000~~-		$	6426,~~622,~~000
Cost of revenues		260,~~407,~~000			62,~~364~~078,000
Gross (loss) income		(1,304,000	)		258,000
Gross loss		(60,000	)		(1,652,000	)
Operating expenses
Research and development		805,000			2,039,000
Selling, general & administrative		404,000			1,081,000
Selling, general & administrative		3,915,000			5,075,000
Total operating expenses		404,000			1,081,000
Total operating expenses		4,720,000			7,114,000
Operating loss		(464,000	)		(2,733,000	)
Operating loss		(6,024,000	)		(6,856,000	)
Other income and (expense), net
Loss on litigation		~~(2,014,000~~-	)		~~(41,000~~-	)
Interest and other income (expense)		(~~197~~155,000	)		(87171,000	)
Total other income and (expense), net		(2155,~~211,~~000	)		(~~128~~171,000	)
Net loss	$	(8619,~~235,~~000	)	$	(62,~~984~~904,000	)
Basic and diluted loss per share	$	(0.1901	)	$	(0.2207	)
Weighted average number of common shares outstanding		4360,~~952~~137,000			3144,~~537~~520,000

The accompanying notes are an integral part of these financial statements.

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ENOVA SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Convertible Preferred Stock	~~Convertible Preferred Stock~~									Common Stock to be Issued		Common Stock			~~Common Stock~~	Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)		~~Additional Paid-in Capital~~		~~Accumulated Deficit~~			~~Total Stock-holders’ Equity (Deficit)~~
	Series A	~~Series A~~				Series B				~~Series B~~
	Shares	~~Shares~~	Amount			~~Amount~~Shares		Amount		~~Shares~~	Shares	Amount	~~Amount~~Shares		Amount	~~Shares~~				~~Amount~~
Balance, December 31, 2010			2,652,000			$	530,000				546,000		$	1,094,000			31,479,000			$	144,110,000			$	9,040,000	$	(144,128,000	)	$	10,646,000
Balance, December 31, 2012	-		$	-		546,000		$	1,094,000		59,000	$528,000		44,520,000	$	145,512,000	$	9,579,000	$	(159,347,000	)	$	2,634,000
Issuance of common stock upon exercise of stock options																	36,000				23,000									23,000
Stock option expense	-				-													16,000					16,000
Issuance of common stock																	11,250,000				1,245,000									1,245,000
Net loss																				(2,904,000	)		(2,904,000	)
Stock option expense																									368,000					368,000
Balance, December 31, 2013	-		$	-		546,000		$	1,094,000		59,000	528,000		44,520,000	$	145,512,000	$	9,595,000	$	(162,251,000	)	$	(5,522,000	)
Issuance of common stock upon conversion of preferred stock			(10,000)				(2,000)										-				2,000									-
Issuance of common stock for cash											1,250,000	$25,000		20,000,000		$223,000							248,000
Net loss																											(6,984,000	)		(6,984,000	)
Stock option expense																		24,000					24,000
Balance, December 31, 2011			2,642,000			$	528,000				546,000		$	1,094,000			42,765,000			$	145,380,000			$	9,408,000	$	(151,112,000	)	$	5,298,000
Net loss																				(619,000	)		(619,000	)
Issuance of common stock for cash																	1,755,000			$	132,000								$	132,000
Balance, December 31, 2014	-		$	-		546,000		$	1,094,000		1,309,000	$ 553,000		64,520,000	$	145,735,000	$	9,619,000	$	(162,870,000	)	$	(5,869,000)
Stock option expense																									171,000					171,000
Net loss																											(8,235,000	)		(8,235,000	)
Balance, December 31, 2012			2,642,000			$	528,000				546,000		$	1,094,000			44,520,000			$	145,512,000			$	9,579,000	$	(159,347,000	)	$	(2,634,000)

The accompanying notes are an integral part of these financial statements.

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ENOVA SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31
Cash flows used in operating activities:	2012			2011
Cash flows from operating activities:	2014			2013
Net loss	$	(8619,~~235,~~000	)	$	(62,~~984~~904,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Reserve for doubtful accounts		296,000			71,000
Bad debt expense		-			108,000
Inventory reserve		1,436,000			845,000
Inventory reserve expense		59,000			1,660,000
Depreciation and amortization		~~466~~38,000			~~495~~130,000
Loss on asset disposal		28,000			49,000
Loss on disposal of property and equipment		-			29,000
Loss on asset impairment		9074,000			-34,000
Loss on litigation		2,014,000			41,000
Stock option expense		24,000			16,000
Stock option expense		171,000			368,000
(Increase) decrease in operating assets:
(Increase) decrease in:
Accounts receivable		-			118,000
Accounts receivable		255,000			2,020,000
Inventory and supplies		-			116,000
Inventory and supplies		397,000			(426,000	)
Prepaid expenses and other current assets		3,000			166,000
Prepaid expenses and other current assets		-			240,000
Long term accounts receivable		-			20,000
Long term accounts receivable		41,000			21,000
Increase (decrease) in operating liabilities:
Increase (decrease) in:
Accounts payable		(82,000	)		84,000
Accounts payable		204,000			(1,493,000	)
Deferred revenues		-			95,000
Deferred revenues		(202,000	)		289,000
Accrued payroll and related expense		17,000			96,000
Accrued payroll and related expense		(168,000	)		(656,000	)
Other accrued liabilities		137,000			39,000
Other accrued liabilities		(262,000	)		(1,263,000	)
Accrued interest payable		81,000			83,000
Accrued interest payable		81,000			81,000
Net cash used in operating activities		(268,000	)		(110,000	)
Net cash used in operating activities		(3,388,000	)		(6,302,000	)
Cash flows from investing activities:
Sale of certificate of deposit, restricted		~~200,000~~-			-
Proceeds from the sale of fixed assets		~~53,000~~-			-29,000
Purchases of property and equipment		~~(16,000~~-	)		~~(275,000~~-	)
Net cash provided by (used in) investing activities		237,000			(275,000	)
Net cash provided by investing activities		-			29,000
Cash flows from financing activities:
Payment on notes payable		~~(20,000~~-	)		(2611,000	)
Net proceeds from the exercise of stock options		-			23,000
Proceeds from related party loans		44,000			36,000
Net proceeds from the issuance of common stock		~~132~~223,000			~~1,245,000~~-
Net cash provided by financing activities		~~112~~267,000			125,~~242,~~000
Net decrease in cash and cash equivalents		(31,~~039,~~000	)		(556,~~335,~~000	)
Cash and cash equivalents, beginning of period		31,~~096,~~000			857,~~431,~~000
Cash and cash equivalents, end of period	$	~~57,000~~-		$	31,~~096,~~000
Supplemental disclosure of cash flow information:
Interest paid	$	~~5,000~~-		$	61,000
Non-cash investing and financing activities
Assets acquired through financing arrangements	$	-		$	25,000
Conversion of related party loans to common stock	$	25,000		$	-
Conversion of preferred stock series A to common stock	$	-		$	2,000
Assets repossessed and notes payable relieved	$	-		$	39,000

The accompanying notes are an integral part of these financial statements.

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ENOVA SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. Description of Business

General

Enova Systems, Inc., (the “"Company”" or "Enova"), is a California corporation that develops, designs and produces drive systems and related components for electric, hybrid electric, and fuel cell systems for mobile applications. The Company retains development and manufacturing rights to many of the technologies created, whether such research and development is internally or externally funded. The Company sells drive systems and related components in the United States, Asia and Europe.

Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and negative cash flows from operations. Management believes that the Company’s losses in recent years have primarily resulted from a combination of insufficient product and service revenue to support the Company’s skilled and diverse technical staff believed to be necessary to support exploitation of the Company’s technologies. Historically, the Company’s growth and working capital needs have been funded through a combination of private and public equity offerings, and debt financing. During ~~2012~~2014, the Company’s ~~growth and~~ working capital needs have been funded primarily through a combination of ~~product~~an ~~sales,~~equity issuance and existing cash reserves ~~and equity financing~~. As of December 31, ~~2012~~2014, the Company had ~~approximately~~no ~~$57,000 of~~ cash and cash equivalents. At December 31, ~~2012~~2014, the Company had net working capital of negative $~~399~~3,149,000 compared to negative $~~6.8~~2,963,000 ~~million~~ at December 31, ~~2011~~2013, representing a decrease of approximately $7186,000.~~2 million.~~

Management manages costs in line with estimated total revenue. However, there can be no assurance that ~~anticipated~~any revenue will be realized or that the Company will successfully implement its plans. Management implemented measures to conserve cash, including the reduction of over 8090% of employee headcount in the second quarter of 2012, and stringent controls over ~~inventory purchases and~~ administrative expenses. The Company will continue to conserve available cash by closely scrutinizing expenditures ~~and extensively utilizing current inventory for sales~~ during ~~2013~~2014. The Company will need to raise additional capital to accomplish continue in business over the next year. The Company can make no assurance with respect to either the availability or terms of such financing and capital when it may be required.

Going Concern

The Company has experienced and continues to experience operating losses and negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. At December 31, ~~2012~~2014, the Company had an accumulated deficit of approximately $~~159~~162.39 million, working capital of approximately negative $~~399~~3,149,000 and shareholders’ equity deficit of approximately $25.69 million. Over the past years, the Company has been funded through a combination of debt financing and private equity offerings. As of December 31, ~~2012~~2014, the Company had ~~approximately~~no ~~$57,000 in~~ cash and cash equivalents.

The Company ~~expects that it~~ will need to raise additional capital to pursue recovery of its business over the long term and is currently pursuing a variety of funding options. There can be no assurance as to the availability or terms upon which such financing and capital might be available. If the Company is not successful in its efforts to raise additional funds, the Company may behave ~~required~~ to cease its business operations.

~~-32-~~In February 2014, the Company entered into Subscription Agreements with various offshore investors to sell approximately 19,999,998 common shares of newly issued shares at a price of 0.0075 pence (approximately US$0.01per share) to certain eligible offshore investors on the Alternative Investment Market of the London Stock Exchange (the "AIM Exchange") for GBP 150,000 (approximately US$248,000) in gross proceeds by a private subscription. The net proceeds from the offering were approximately US$223,000. The Company continues to pursue other options to raise additional capital fund continuing operations; however, there can be no assurance that we can successfully raise additional funds through the capital markets.

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In December 2011, we raised approximately $1,245,000, net of financing costs of $442,500, through an equity issuance to certain accredited investors. And in the second quarter of 2012, through the Lincoln Park facility, we were able to raise $132,000, net of financing costs of $152,000. See Note 11 – Stockholders’ Equity for further analysis of the equity issuance in 2012. The Company continues to pursue other options to raise additional capital fund continuing operations; however, there can be no assurance that we can successfully raise additional funds through the capital markets.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Judgment entered in Arens Controls Litigation

On December 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C. in the amount of $2,014,169 regarding claims for two counts concerning i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova.

The Company filed an appeal of the judgment in the 7th Circuit Court of Appeals on January 15, 2013. The Company believes the court committed errors leading to the verdict and judgment. However, there can be no assurance that the appeal will be successful, a negotiated settlement can be attained, or that Arens will enforce its claim in the state of California and thereby cause the Company to go into bankruptcy.-22-

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2. Summary of Significant Accounting Policies

Basis of Presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

Reclassifications

Certain amounts in the prior year have been reclassified to conform to the current year presentation. This change in classification does not affect previously reported cash flows from operating or financing activities in the Company’s previously reported Statements of Cash Flows, or the Company’s previously reported Statements of Operations for any period.

Revenue Recognition

The Company manufactures proprietary products and other products based on design specifications provided by its customers.

The Company recognizes revenue only when all of the following criteria have been met:

•

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~~Collectability is reasonably assured.

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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. Receipt of a customer purchase order is the primary method of determining that persuasive evidence of an arrangement exists.

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 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 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.

~~Collectibility~~Collectability is Reasonably Assured — The Company determines that ~~collectibility~~collectability is reasonably assured prior to recognizing revenue. ~~Collectibility~~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 ~~collectibility~~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 ~~collectibility~~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.

Since some customer orders contain multiple items such as equipment and services which are delivered at varying times, the Company determines whether the delivered items can be considered separate units of accounting. Delivered items are considered separate units of accounting if delivered items have value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of undelivered items, and if delivery of undelivered items is probable and substantially in the Company’s control. The recognition of revenue from milestone payments is over the remaining minimum period of performance obligation. As required, the Company evaluates its sales contract to ascertain whether multiple element agreements are present.

~~The Company recognizes engineering and construction contract revenues using the percentage~~-of23-completion method, based primarily on contract costs incurred to date compared with total estimated contract costs. Customer-furnished materials, labor, and equipment, and in certain cases subcontractor materials, labor, and equipment, are included in revenues and cost of revenues when management believes that the company is responsible for the ultimate acceptability of the project. Contracts are segmented between types of services, such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues recognized in excess of amounts billed are classified as current assets under contract work-in-progress. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under advance billings on contracts. Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to engineering and development contract costs and revenue.

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The Company recognizes engineering and construction contract revenues using the percentage-of-completion method, based primarily on contract costs incurred to date compared with total estimated contract costs. Customer-furnished materials, labor, and equipment, and in certain cases subcontractor materials, labor, and equipment, are included in revenues and cost of revenues when management believes that the company is responsible for the ultimate acceptability of the project. Contracts are segmented between types of services, such as engineering and construction, and accordingly, gross margin related to each activity is recognized as those separate services are rendered. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Claims against customers are recognized as revenue upon settlement. Revenues recognized in excess of amounts billed are classified as current assets under contract work-in-progress. Amounts billed to clients in excess of revenues recognized to date are classified as current liabilities under advance billings on contracts. Changes in project performance and conditions, estimated profitability, and final contract settlements may result in future revisions to engineering and development contract costs and revenue.

Deferred Revenues

The Company recognizes revenues as earned. Amounts billed in advance of the period in which service is rendered are recorded as a liability under deferred revenues. The Company has entered into several production and development contracts with customers. The Company has evaluated these contracts, ascertained the specific revenue generating activities of each contract, and established the units of accounting for each activity. Revenue on these units of accounting is not recognized until a) there is persuasive evidence of the existence of a contract, b) the service has been rendered and delivery has occurred, c) there is a fixed and determinable price, and d) collectability is reasonable assured.

Warranty Costs

The Company provides product warranties for specific product lines and accrues for estimated future warranty costs in the period in which revenue is recognized. Our products are generally warranted to be free of defects in materials and workmanship for a period of 12 to 24 months from the date of installation, subject to standard limitations for equipment that has been altered by other than Enova Systems personnel and equipment which has been subject to negligent use. Warranty provisions are based on past experience of product returns, number of units repaired and our historical warranty incidence over the past twenty-four month period. The warranty liability is evaluated on an ongoing basis for adequacy and may be adjusted as additional information regarding expected warranty costs becomes known.

Shipping and Handling Costs

The Company includes shipping and handling costs associated with inbound and outbound freight in costs of goods sold.

Cash and Cash Equivalents

Short-term, highly liquid investments with an original maturity of three months or less are considered cash equivalents. Certificates of deposits that have a penalty for early withdrawal are excluded from cash and cash equivalents.

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 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. As of December 31, ~~2012~~2014 and ~~2011~~2013, the Company maintained a reserve of $~~313~~404,000 ~~and $18,000~~ for doubtful accounts receivable. There was bad debt expense recorded of $~~296,000~~0 ~~in 2012~~ and $71108,000 in ~~2011~~2014 and 2013, respectively.

Inventory

Inventories and supplies are comprised of materials used in the design and development of electric, hybrid electric, and fuel cell drive systems, and other power and ongoing management and control components for production and ongoing development contracts, finished goods and work-in-progress, and is stated at the lower of cost or market utilizing the first-in, first-out (FIFO) cost flow assumption. The Company maintains a perpetual inventory system and continuously records the quantity on-hand and standard cost for each product, including purchased components, subassemblies and finished goods. The Company maintains 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.

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Inventory reserve

The Company maintains 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.

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Property and Equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the related assets, which range from three to seven years using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally, accelerated depreciation methods) for tax purposes where appropriate. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.

Impairment of Long-Lived Assets

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. Long-lived assets that management commits to sell or abandon are reported at the lower of carrying amount or fair value less cost to sell.

Fair Value of Financial Instruments

The carrying amount of financial instruments, including cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable and other accrued liabilities, approximate fair value due to the short maturity of these instruments. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates.

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. At December 31, ~~2012~~2014 and ~~2011~~2013, the Company had no financial assets or liabilities periodically re-measured at fair value.

Stock-Based Compensation

The Company’s determination of estimated fair value of share-based awards utilizes the Black-Scholes option-pricing model. The Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding certain highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards as well as actual and projected employee stock options exercise behaviors.

~~-36-~~The cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options are to be classified as financing cash flows. Due to the Company’s loss position, there were no such tax benefits for the years ended December 31, 2014 and 2013.

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The cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options are to be classified as financing cash flows. Due to the Company’s loss position, there were no such tax benefits for the years ended December 31, 2012 and 2011.

The Company determines the fair value of the restricted stock awards utilizing the quoted market prices of the Company’s shares on the date they were granted.

Research and Development

Research development, and engineering costs are expensed in the period incurred. Costs of significantly altering existing technology are expensed as incurred.

Income Taxes

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences can result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations.

Uncertainty in income taxes are recognized in the Company’s financial statements based on the recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-~~likely~~25-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. During 2012 and 2011, the Company did not recognize any liability for unrecognized income tax benefits.

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Uncertainty in income taxes are recognized in the Company’s financial statements based on the recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. During 2014 and 2013, the Company did not recognize any liability for unrecognized income tax benefits.

Loss Per Share

Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive. The Company’s common share equivalents consist of stock options, warrants and preferred stock.

The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows:

	Fiscal Years Ended December 31,
	2012		2011
	2014		2013
Options to purchase common stock		~~810~~8,641,000		25,~~259~~210,000
Warrants to purchase common stock		11,250,000		11,250.,000
Series A and B preferred shares conversion		83,000		83,000
Common shares to be issued		1,309,000		59,000
Potential equivalent shares excluded		12,143,000		13,592,000
Series B preferred shares conversion		24,000		24,000
Potential equivalent shares excluded		21,224,000		16,543,000

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Commitments and Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high credit, quality financial institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. With respect to accounts receivable, the Company ~~routinely~~ assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is not limited.

Recent Accounting Pronouncements

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~~Other~~ ln ~~accounting~~August ~~standards~~2014, ~~that~~the ~~have~~Financial ~~been~~Accounting Standards Board ("FASB") issued orAccounting ~~proposed~~Standards byUpdate ~~the~~("ASU") ~~FASB~~No. or2014-15, ~~other~~"Presentation ~~standards~~of Financial Statements -~~setting~~ ~~bodies~~Going ~~did~~Concern ~~not~~(Subtopic or205-40): ~~are~~Disclosure ~~not~~of ~~expected~~Uncertainties about an Entity's Ability to ~~have~~Continue as a ~~material~~Going ~~impact~~Concern" on("ASU ~~the~~2014-15"). ~~Company’~~ASU 2014-15 is intended to define management's ~~financial~~responsibility ~~positions~~to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ~~results~~ASU 2014-15 provides a definition of ~~operations~~the term substantial doubt and ~~cash~~requires ~~flows~~an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). lt also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statement disclosures.

3. Inventory

Inventories, consisting of materials, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following at December 31:

	2012			2011
	2014			2013
Raw materials	$	3,~~988~~098,000		$	43,~~431~~098,000
Work-in-process		2222,000			~~144~~222,000
Finished goods		~~587~~449,000			~~644~~449,000
Reserve for obsolescence		(23,~~374~~401,000	)		(13,~~183~~342,000	)
	$	2368,~~203,~~000		$	4427,~~036,~~000

Inventory reserve charged to operations amounted to $159,~~436,~~000 and $~~845~~1,660,000 during ~~2012~~2014 and ~~2011~~2013, respectively. Inventory valuation adjustments and other inventory write-offs in ~~2012~~2014 and ~~2011~~2013 amounted to $~~245,000~~0 and $~~291~~692,000, respectively.

4. Property and Equipment

Property and equipment consisted of the following at December 31:

	2012			2011
	2014			2013
Computers and software	$	~~580~~59,000		$	~~618~~59,000
Machinery and equipment		~~535~~209,000			~~892~~251,000
Furniture and office equipment		8786,000			9886,000
Demonstration vehicles and buses		~~675~~127,000			~~774~~127,000
Leasehold improvements		1,327,000			1,348,000
		481,000			523,000
Construction in progress		-			39,000
Less accumulated depreciation and amortization		(481,000	)		(443,000	)
		3,204,000			3,769,000
Total	$	-		$	80,000
Less accumulated depreciation and amortization		(2,897,000	)		(2,841,000	)
Total	$	307,000		$	928,000

~~Fixed assets totaling $482,000 and $187,000 were retired or disposed of in the years ended December 31, 2012 and 2011, respectively.~~ Depreciation and amortization expense was $~~466~~38,000 and $~~495~~130,000 for the years ended December 31, ~~2012~~2014 and ~~2011~~2013, respectively, which included amortization expense of leasehold improvements of $~~262~~23,000 for the ~~years~~year ended December 31, ~~2012 and 2011, respectively~~2013.

Fixed assets totaling $0 and $405,000 were retired or disposed of in the years ended December 31, 2014 and 2013, respectively. For the year ended December 31, 2013, fixed assets with an original book value of $272,000 were exchanged in settlement of vendor payables, two vehicles were sold and four vehicles was repossessed. For the year ended December 31, 2013, the Company recorded proceeds from the sale of fixed assets of $29,000 and a loss on the disposal of fixed assets of $29,000. In addition, the Company’s headquarters lease expired on January 31, 2013, which resulted in a decrease in gross leasehold improvements in the amount of $1,327,000 and a net book value of zero. For the year ended December 31, 2014, the Company recorded an impairment loss of $42,000.

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5. Litigation judgment

~~-39-~~On September 24, 2013, Enova and Arens entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") to resolve the remaining issues between them. Under the terms of the Settlement Agreement, Enova filed on September 27, 2013 a motion to dismiss the pending appeal with prejudice and Arens agreed that, for a period of 120 calendar days from the date of the Settlement Agreement, Arens would not take any action to enforce the Judgment. Thereafter, Arens is entitled, without further notice, to enforce the Judgment against Enova or otherwise exercise all available procedures and remedies for collection of the full amount of the Judgment and Enova has agreed not to contest the validity of the Judgment. However, if Enova had paid to Arens $300,000 at any time during the 120 day period, then within 3 business days after Arens received confirmation of such payment, Arens agreed to file a satisfaction of judgment stating that the Judgment has been satisfied and completely release and forever discharge Enova from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. In exchange for Arens's release, Enova agreed to completely release and forever discharge Arens from any and all claims for damages whatsoever that occurred prior to the date of the Settlement Agreement. The Company was not able to comply with the due date for such payment by January 22, 2014. Therefore, the judgment against the Company can be enforced without further notice.

~~Table~~There can be no assurance that a negotiated settlement can be attained, or that Arens will enforce its claim in the state of ~~Contents~~California and thereby cause the Company to go into bankruptcy.

6. Other Accrued Liabilities

Other accrued liabilities consisted of the following at December 31:

	2012		2011
	2014		2013
Accrued inventory received	$	1410,000	$	210,000
Accrued professional services		45298,000		~~150~~161,000
Accrued warranty		~~117~~74,000		~~227~~74,000
Other		7949,000		~~138~~49,000
Total	$	~~255~~431,000	$	~~517~~294,000

Accrued warranty consisted of the following activities for the years ended December 31:

	2012			2011
	2014			2013
Balance at beginning of year	$	~~227~~74,000		$	~~510~~117,000
Accruals for warranties issued during the period		~~141,000~~-			~~470~~96,000
Warranty claims		~~(251,000~~-	)		(~~753~~139,000	)
Balance at end of year	$	~~117~~74,000		$	~~227~~74,000

7. Notes Payable

Notes payable at December 31, consisted of the following:

	2012			2011
	2014			2013
Secured note payable to Credit Managers Association of California, bearing interest at prime plus 3% (6.25% as of December 31, 2012), 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		$	1,238,000
Secured note payable to Credit Managers Association of California, bearing interest at prime plus 3% (6.25% as of December 31, 2014), 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		$	1,238,000
Secured 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			40,000
Secured 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		11,000			18,000
		1,278,000			1,278,000
Secured 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		8,000			12,000
Less current portion of notes payable		(40,000	)		(40,000	)
Secured 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		14,000			18,000
Notes payable, net of current portion	$	1,238,000		$	1,238,000
Secured 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 March 10, 2016		17,000			22,000
		1,328,000			1,348,000
Less current portion of notes payable		(66,000	)		(62,000	)
Notes payable, net of current portion	$	1,262,000		$	1,286,000

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As of December 31, ~~2012~~2014 and ~~2011~~2013, the balance of long term interest payable amounted to $1,~~318~~482,000 and $1,~~237~~401,000, respectively, of which the Credit Managers Association of California note amounted to $1,~~286~~442,000 and $1,~~209~~365,000, respectively. Interest expense on notes payable amounted to approximately $8881,000 ~~during~~and ~~each~~$85,000 ofduring the years ended December 31, ~~2012~~2014 and ~~2011~~2013, respectively. In June 2013, the vehicle that secured the note payable due March 10, 2016 was repossessed by the secured lender. The Company was invoiced by the lender for $8,000 for final settlement, which is included in accounts payable at December 31, 2014. In the fourth quarter of 2013, three vehicles that secured notes due on February 19, 2014, August 25, 2014 and April 9, 2015 were repossessed by the secured lenders. The Company has accrued approximately $18,000 for final settlements for the three vehicles, which is included in other accrued liabilities at December 31, 2014.

Future minimum principal payments of notes payable at December 31, ~~2012~~2014 consisted of the following:

Year Ending December 31	Principal Amounts
2013		66,000
2015	$	40,000
2014		16,000
2015		8,000
2016		1,238,000
Thereafter		—
Total	$	1,~~328~~278,000

8. ~~Revolving~~Deferred ~~Credit Agreement~~Revenues

OnThe ~~June 30, 2010, the~~ Company ~~entered~~had ~~into~~deferred ~~a secured revolving credit facility with a financial institution for~~ $~~200~~213,000 ~~which~~in ~~was~~revenue ~~secured~~related byto aproduction ~~$200,000 certificate of deposit. The facility is for a period of 3 years~~ and 6development ~~months~~contracts ~~from~~at ~~July 1, 2010 to~~ December 31, ~~2013.~~2014 ~~The interest rate on a drawdown from the facility is the certificate of deposit rate plus 1.25% with interest payable monthly~~ and ~~the principal due at maturity~~2013. The ~~financial~~Company’s ~~institution~~management ~~renewed~~does ~~the~~not ~~$200,000~~anticipate ~~irrevocable~~that ~~letter~~funding ofcan ~~credit~~be ~~for~~obtained ~~the~~to ~~full~~complete ~~amount of~~ the ~~credit~~order ~~facility~~ in ~~favor of Sunshine Distribution LP, with respect to the lease of the Company’s corporate headquarters at 1560 West 190th Street, Torrance, California~~2015.

~~During the fourth quarter of 2012, the irrevocable letter of credit was fully drawn down by Sunshine Distribution L~~9.P. inCommitments ~~order to pay rent on our corporate headquarters,~~ and ~~the certificate of deposit was fully utilized to fund draws on the secured facility. Therefore, the facility was fully drawn and expired on December 31, 2012.~~Contingencies

9. Deferred Revenues

The Company had deferred $118,000 and $320,000 in revenue related to production and development contracts at December 31, 2012 and 2011, respectively. The Company anticipates that the December 31, 2012 deferred revenue balance will be recognized in the first half of 2013.

10. Commitments and Contingencies

Leases

In October 2007, the Company entered into a lease agreement with Sunshine Distribution LP (“Landlord”), with respect to the lease of an approximately 43,000 square foot facility located at 1560 West 190th Street, Torrance, California (the “Lease”). The lease term commenced on November 1, 2007, and expired January 31, 2013. Our corporate offices are currently located at a manufacturing and warehouse facility at 2945 Columbia Street, Torrance, California which we are sub-leasing on a month-to-month basis.

The total base monthly rent is approximately $39,000. Under the Lease, Enova pays the Landlord certain commercially reasonable and customary common area maintenance costs of approximately $5,000 per month, increasing ratably as these costs are increased to the Landlord. The Lease is secured by an irrevocable standby letter of credit in the amount of $200,000 and naming the Landlord as the beneficiary. Enova also had an office in Hawaii rented on a month-to-month basis at $3,400 per month, which was closed in November 2011. Rent expense was approximately $~~537~~72,000 and $~~611~~111,000 for the years ended December 31, ~~2012~~2014, and ~~2011~~2013, respectively.

~~-41-~~10. Stockholders’ Equity

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Future minimum lease payments under non-cancelable operating lease obligations at December 31, 2012 were as follows:

Year Ending December 31	Operating Leases
2013	$	44,000
Total	$	44,000

11. Stockholders’ Equity

Common Stock

On ~~April~~February 23, ~~2012~~2014, ~~the~~Enova ~~Company~~Systems, Inc, entered into aSubscription ~~$6,600,000~~Agreements ~~purchase agreement~~ with ~~Lincoln~~various ~~Park~~offshore ~~Capital~~investors ~~Fund pursuant~~ to ~~which the Company has the right to~~ sell toapproximately ~~Lincoln~~GBP ~~Park~~150,000 up(approximately to US$6248,~~600,~~000 ) in ~~shares~~gross ofproceeds ~~the~~by ~~Company’s~~a ~~common~~private ~~stock,~~subscription ~~and~~of ~~on April 24~~19, ~~2012~~999,998 ~~the~~common ~~Company~~shares ~~entered into another purchase agreement with Lincoln Park Capital Fund pursuant~~ to ~~which~~be ~~the~~newly ~~Company~~issued ~~has~~on the ~~right~~Alternative toInvestment ~~sell~~Market ~~to Lincoln Park up to $3,400,000 in additional shares~~ of the ~~Company’s~~London ~~common~~Stock ~~stock,~~Exchange ~~subject~~(the to"AIM ~~certain limitations~~Exchange"). We ~~issued~~The ~~a total of 1,754,974 shares of~~ common ~~stock in the second quarter of 2012, of which 1,450,000~~ shares were issued ~~for~~at ~~cash~~a ~~proceeds~~price of ~~$132,000,~~0.0075 ~~net~~pence of(approximately ~~financing costs of~~ US$~~152,000,~~0.01per asshare) ~~consideration~~to ~~for~~certain ~~its~~eligible ~~commitment~~offshore toinvestors ~~purchase~~(the ~~common~~"Subscription"). ~~stock~~In ~~under~~connection with the $3Subscription,~~400,000~~ ~~Purchase~~Enova ~~Agreement~~entered ~~and~~into ~~commissions~~an onAgreement ~~each~~for ~~drawdown,~~ the ~~Company~~Provision ~~issued~~of toReceiving ~~Lincoln~~Agent ~~Park~~Services a(the ~~total~~"Agreement") ofwith ~~304,974~~Daniel ~~shares~~Stewart of& ~~common~~Company ~~stock.~~PLC ~~The~~(UK) ~~purchase~~for ~~agreement~~receiving ~~stipulates~~agent ~~that~~services. ~~our~~Daniel ~~shares~~Stewart bepresently ~~listed~~serves onas athe ~~national~~Nominated ~~exchange~~Adviser infor ~~order to access~~ the ~~facility. As~~listing ~~the~~of ~~company’~~Enova's common shares ~~were~~on ~~delisted from~~ the ~~NYSE~~AIM ~~Amex~~ Exchange. The onnewly ~~October~~issued ~~31,~~common ~~2012,~~shares for the ~~Company~~Subscription iswere noissued ~~longer~~in ~~able~~three totranches ~~sell~~of ~~shares~~approximately toGBP ~~Lincoln~~50,000 ~~Park under the facility~~each.

~~During~~ Daniel ~~the~~Stewart ~~twelve~~received ~~months~~an ~~ended~~introducing ~~December~~agent's ~~31,~~fee ~~2012~~of ~~and~~10% ~~2011,~~of the ~~Company~~aggregate ~~did~~funds ~~not~~raised ~~issue~~pursuant ~~any~~to ~~shares~~the ofsubscription ~~common~~in ~~stock~~addition to ~~directors~~reimbursement orof ~~employees as compensation~~expenses. ~~During~~Factoring in the ~~twelve months ended December 31~~commission, ~~2011,~~legal ~~10,000~~and ~~shares~~other ofexpenses ~~the Company’s Series A Preferred Stock were converted into 222 shares~~ of ~~its common stock. There were no conversions of~~ the ~~Company’s~~offering, ~~Series~~Enova Areceived ~~Preferred~~approximately ~~Stock~~US$223,000 ~~for the comparable period~~ in ~~2012~~net proceeds.

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The offer and sale of the shares were made pursuant to Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). Among other things, each investor purchasing shares of Enova's common stock in the offering represented that the investor is not a United States person as defined in Regulation S. In addition, neither Enova nor the receiving agent conducted any selling efforts directed at the United States in connection with the offering. All shares of common stock issued in the offering included a restrictive legend indicating that the shares were issued pursuant to Regulation S under the Securities Act and are deemed to be "restricted securities." As a result, the purchasers of such shares will not be able to resell the shares unless in accordance with Regulation S, pursuant to a registration statement, or upon reliance of an applicable exemption from registration under the Securities Act. The shares to be sold pursuant to the Subscription Agreements were not registered under the Securities Act, and there is no obligation on the part of Enova to so register such shares.

On May 23, 2014, Enova Systems, Inc. and John Micek, the President and Chief Executive Officer of Enova, orally agreed that Enova will sell to John Micek, and Mr. Micek agreed to purchase from Enova, 1,250,000 shares of Enova's Common Stock at a purchase price of US $0.02 per share in consideration of the conversion of $25,000 in debt owed by Enova to Mr. Micek. As of December 31, 2014, the shares had not been issued.

Mr. Micek is an "accredited" investor (as such term is defined under Regulation D promulgated by the Securities and Exchange Commission ("SEC")). The Shares are expected to be sold in a transaction exempt from the registration requirements under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC.

During the twelve months ended December 31, 2014 and 2013, the Company did not issue any shares of common stock to directors or employees as compensation.

Series A Preferred Stock

Series A preferred stock iswas ~~currently unregistered. Each share is~~ convertible into 1/45 of a share of common stock at the election of the holder or automatically upon the occurrence of certain events including: sale of stock in an underwritten public offering; registration of the underlying conversion stock; or the merger, consolidation, or sale of more than 50% of the Company. Holders of Series A preferred stock ~~have~~had the same voting rights as common stockholders. The stock ~~has~~had a liquidation preference of $0.60 per share plus any accrued and unpaid dividends in the event of voluntary or involuntary liquidation of the Company. Dividends are non-cumulative and payable at the annual rate of $0.036 per share if, when, and as declared by, the Board of Directors. No dividends ~~have~~were ~~been~~ declared on the Series A preferred stock.

On October 26, 2012, the Company registered 58,714 shares of common stock through a Form S-3 Registration Statement, which became effective on November 21, 2012. Therefore, all 2,642,159 outstanding shares of Series A Preferred Stock were automatically converted into 58,714 of common stock as of the effectiveness of the registration statement. The Company has not issued the common shares as of December 31, 2014.

Series B Preferred Stock

Series B preferred stock is currently unregistered. Each share is convertible into 2/45 of a share of common stock at the election of the holder or automatically upon the occurrence of certain events including: sale of stock in an underwritten public offering, if the offering results in net proceeds of $10,000,000, and the per share price of common stock is at least $2.00; and the merger, consolidation, or sale of common stock or sale of substantially all of the Company’s assets in which gross proceeds received are at least $10,000,000. The Series B preferred stock has certain liquidation and dividend rights prior and in preference to the rights of the common stock and Series A preferred stock. The stock has a liquidation preference of $2.00 per share together with an amount equal to, generally, $0.14 per share compounded annually at 7% per year from the filing date, less any dividends paid. Dividends on the Series B preferred stock are non-cumulative and payable at the annual rate of $0.14 per share if, when, and as declared by, the Board of Directors. No dividends have been declared on the Series B preferred stock.

~~-42-~~11. Stock Options

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12. Stock Options

Stock Option Program Description

For the year ended December 31, ~~2012~~2014 the Company had two equity compensation plans, the 1996 Stock Option Plan (the “1996 Plan”) and the 2006 ~~equity~~Equity ~~compensation~~Compensation ~~plan~~Plan (the “2006 Plan”). The 1996 Plan has expired for the purposes of issuing new grants. However, the 1996 Plan will continue to govern awards previously granted under that plan. The 2006 Plan has been approved by the Company’s Shareholders. Equity compensation grants are designed to reward employees and executives for their long term contributions to the Company and to provide incentives for them to remain with the Company. The number and frequency of equity compensation grants are based on competitive practices, operating results of the Company, and government regulations.

The maximum number of shares issuable over the term of the 1996 Plan was limited to 65 million shares (without giving effect to subsequent stock splits). Options granted under the 1996 Plan typically have an exercise price of 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. ~~The~~On August 27, 2013, the Board of Directors of Enova Systems, Inc. approved amendments to the Company’s 2006 Equity Compensation Plan ~~has~~to (a) ~~total~~increase the number of shares authorized for issuance thereunder from 3,000,000 shares ~~reserved~~to ~~for issuance~~9,000,000 shares and (b) to increase the number of ~~which~~shares ~~270~~of common stock that may be issued to an individual in any calendar year from 500,000 shares to 5,000,000 shares. The 2006 Plan has a total of 3,750,000 and 14,~~405~~400,000 shares that were granted in ~~2012~~2014 and ~~2011~~2013, respectively.

~~Stock~~-based compensation expense related to stock options was $171,000 and $368,000 for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, the total compensation cost related to non30-~~vested awards not yet recognized is $21,000. The remaining period over which the future compensation cost is expected to be recognized is 29 months.~~

~~Stock-based~~Table ~~compensation expense recognized in the Statement~~ of Operations for the years ended December 31, 2012 and 2011 has been based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. If the actual number of forfeitures differs from that estimated by management, additional adjustments to compensation expense may be required in future periods.Contents

~~The~~Stock-based ~~following~~compensation isexpense arelated ~~summary~~to ofstock ~~changes~~options towas ~~outstanding~~$24,000 ~~stock~~and ~~options~~$16,000 ~~during~~for the ~~fiscal~~years ~~year~~ ended December 31, ~~2012~~2014 and ~~2011:~~2013, respectively. As of December 31, 2014, the total compensation cost related to non-vested awards not yet recognized is $55,000. The remaining period over which the future compensation cost is expected to be recognized is 25 months.

	Number of Share Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value(1)
Outstanding at December 31, 2010		1,393,000		$	2.06		6.92	$	267,000
Granted		1,405,000		$	0.30		6.13	$	—
Exercised		(36,000	)	$	0.63		—	$	—
Forfeited or Cancelled		(233,000	)	$	2.36		—	$	—
Outstanding at December 31, 2011		2,529,000		$	1.07		6.09	$	—
Granted		270,000		$	0.08		3.96	$	—
Exercised		—		$	—		—	$	—
Forfeited or Cancelled		(1,989,000	)	$	1.11		—	$	—
Outstanding at December 31, 2012		810,000		$	0.64		4.06	$	—
Exercisable at December 31, 2012		574,000		$	0.86		4.36	$	—
Vested and expected to vest(2)		810,000		$	0.64		4.06	$	—

Stock-based compensation expense recognized in the Statement of Operations for the years ended December 31, 2014 and 2013 has been based on awards ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. If the actual number of forfeitures differs from that estimated by management, additional adjustments to compensation expense may be required in future periods.

The following is a summary of changes to outstanding stock options during the fiscal year ended December 31, 2014 and 2013:

	Number of Share Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (1)
Outstanding at December 31, 2012		810,000	$	0.64		4.06	$	—
Granted		4,400,000	$	0.02		2.66	$	—
Exercised		—	$	—		—	$	—
Forfeited or Cancelled		—	$	—		—	$	—
Outstanding at December 31, 2013		5,210,000	$	0.12		2.72	$	—
Granted		3,750,000	$	0.02		2.39	$	—
Exercised		—	$	—		—	$	—
Forfeited or Cancelled		(319,000)	$	0.42		—	$	—
Outstanding at December 31, 2014		8,641,000	$	0.06		2.03	$	—
Exercisable at December 31, 2014		449,000	$	0.85		2.85	$	—
Vested and expected to vest(2)		8,641,000	$	0.06		2.03	$	—

(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.

~~-43-~~During 2014 and 2013, the Company granted 3,750,000 and 4,400,000 options for fair value of $33,700 and $39,500, respectively. During 2014, 319,000 options were forfeited.

At December 31, 2014, there were 280,000 shares available for grant under the 2006 plan. The exercise prices of the options outstanding at December 31, 2014 ranged from $0.02 to $4.35. The weighted-average grant date fair value of the options granted during the years ended December 31, 2014 and 2013 was $0.01 and $0.01, respectively.

Unvested share activity for the year ended December 31, 2014 is summarized below:

	Unvested Number of Options			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2013		4,535,000			$	0.02
Granted		3,750,000			$	0.01
Vested		(93,000	)		$	0.07
Forfeited		—			$	—

Unvested balance at December 31, 2014		8,192,000			$	0.01

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~~During~~The ~~2011, the~~ Company ~~issued~~settles ~~36,000~~employee ~~shares of common~~ stock ~~for~~option ~~$23,000~~exercises inwith ~~cash~~newly ~~related~~issued tocommon ~~36,000 options exercised~~shares. ~~During~~ ~~2012~~The ~~and~~table ~~2011,~~below ~~the~~presents ~~Company~~information ~~granted~~related ~~270,000~~to ~~and~~stock ~~1,405,000~~option ~~options~~activity for ~~fair~~the ~~value~~fiscal ofyears ~~$13,500~~ended ~~and~~December ~~$329~~31,~~000,~~ ~~respectively. During~~2014 ~~2012~~ and ~~2011, 1,989,000 and 233,000 options were forfeited.~~2013:

At December 31, 2012, there were 2,111,000 shares available for grant under the 2006 plan. The exercise prices of the options outstanding at December 31, 2012 ranged from $0.07 to $4.35. The weighted-average grant date fair value of the options granted during the years ended December 31, 2012 and 2011 was $0.05 and $0.23, respectively.

	Years Ended December 31,

	2014		2013
Total intrinsic value of stock options exercised	$	—	$	—
Cash received from stock option exercises	$	—	$	—
Gross income tax benefit from the exercise of stock options	$	—	$	—

Unvested share activity for the year ended December 31, 2012 is summarized below:

	Unvested Number of Options			Weighted-Average Grant Date Fair Value
Unvested balance at December 31, 2011		1,403,000			$	0.26
Granted		270,000			$	0.05
Vested		(917,000	)		$	0.19
Forfeited		(519,000	)		$	0.29
Unvested balance at December 31, 2012		236,000			$	0.04

The Company settles employee stock option exercises with newly issued common shares. The table below presents information related to stock option activity for the fiscal years ended December 31, 2012 and 2011:

	Years Ended December 31,
	2012		2011
Total intrinsic value of stock options exercised	$	—	$	25,000
Cash received from stock option exercises	$	—	$	23,000
Gross income tax benefit from the exercise of stock options	$	—	$	—

Valuation and Expense Information

The fair value of stock-based awards to officers and employees is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is calculated by using the SAB 107 “simplified method” of estimating the expected term which is derived by taking the average of the time to vesting and the full term of the option. The risk-free rate selected to value any particular grant is based on the bond equivalent yields that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

~~-44-~~The fair values of all stock options granted during the fiscal years ended December 31, 2014 and 2013 were estimated on the date of grant using the following range of assumptions:

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	Years Ended December 31,
	2014			2013
Expected life (in years)		1.5			1.5
Average risk-free interest rate		2.0	%		1.66	%
Expected volatility		364	%		118%
Expected dividend yield		0	%		0	%
Forfeiture rate		3	%		3	%

The fair values of all stock options granted during the fiscal years ended December 31, 2012 and 2011 were estimated on the date of grant using the following range of assumptions:

	Years Ended December 31,
	2012			2011
Expected life (in years)		1.5- 6.5			2.5- 6.5
Average risk-free interest rate		1.66	%		1.63	%
Expected volatility		108% - 136	%		107% - 132	%
Expected dividend yield		0	%		0	%
Forfeiture rate		3	%		3	%

The estimated fair value of grants of stock options to nonemployees of the Company is charged to expense, if applicable, in the financial statements. These options vest in the same manner as the employee options granted under each of the option plans as described above.

1312. Warrants

In December 2011, the Company completed a private equity placement of 11,250,000 shares of common stock for $1,245,000 together with warrants to purchase up to 11,250,000 shares of common stock to a group of 17 shareholders (the “Low-Beer Managed Accounts”). The warrants are exercisable for a period of five years and exercisable at a price of $0.22 per share. The warrants further provide that if, for a twenty consecutive trading day period, the average of the closing price quoted on the OTCQB market is greater than or equal to $0.44 per share, with at least an average of 10,000 shares traded per day, then, on the 10th calendar day following written notice from the Company, any outstanding warrants will be deemed automatically exercised pursuant to the cashless/net exercise provisions under the warrants.

The following is a summary of changes to outstanding warrants during the fiscal year ended December 31, ~~2012~~2014 and ~~2011~~2013:

	Number of Share Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at December 31, 2010		—	$	—		—
Outstanding at December 31, 2012		11,250,000	$	0.22		4.00
Granted		~~11,250,000~~—	$	~~0.22~~—		~~5.00~~—
Exercised		—	$	—		—
Forfeited or Cancelled		—	$	—		—
Outstanding at December 31, 2011		11,250,000	$	0.22		5.00
Outstanding at December 31, 2013		11,250,000	$	0.22		3.00
Granted		—	$	—		—
Exercised		—	$	—		—
Forfeited or Cancelled		—	$	—		—
Outstanding at December 31, 2012		11,250,000	$	0.22		4.00
Outstanding at December 31, 2014		11,250,000	$	0.22		2.00
Exercisable at December 31, 2012		—	$	—		—.
Exercisable at December 31, 2014		11,250,000	$	0.22		2.00

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1413. Income Taxes

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, consisted of the following:

	2012			2011
	2014			2013
Deferred tax assets
Net operating loss carry-forwards	$	27,~~079~~435,000		$	2527,~~701~~516,000
Stock based compensation		~~845~~863,000			~~772~~852,000
Other, net		~~(406~~143,000	)		~~(743~~36,000	)
		27,518,000			25,730,000
		28,441,000			28,404,000
Less valuation allowance		(2728,~~518~~441,000	)		(2528,~~730~~404,000	)
Net deferred tax assets	$	—		$	—

The Tax Reform Act of 1986 limits the use of net operating loss carryforwards in certain situations where changed occur in the stock ownership of a company. In the event the Company has had a change in ownership, utilization of the carryforwards could be restricted.

Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes. The deferred tax assets have been offset by a valuation allowance since management does not believe the recoverability of these in future years is more likely than not to occur. The valuation allowance increased by $137,~~788,~~000 in ~~2012~~2014 compared to aan ~~decrease~~increase of $2887,~~346,~~000 in ~~2011~~2013. As of December 31, ~~2012~~2014, the Company had net operating loss carry forwards for federal and state income tax purposes of approximately $6668,~~515~~269,000 and $5047,~~493~~769,000, respectively. These operating loss carry forwards will expire in ~~2013~~2015 through ~~2032~~2034.

The provision for income taxes differs from the amount computed by applying the U.S. federal statutory tax rate (34% in ~~2012~~2014 and ~~2011~~2013) to income taxes as follows:

	December 31, 2012			December 31, 2011
	December 31, 2014			December 31, 2013
Tax benefit computed at 34%	$	(2210,~~800,~~000	)	$	(2987,~~375,~~000	)
Change in valuation allowance		131,~~788,~~000			(2887,~~346,~~000	)
State tax (net of Federal benefit)		(~~480~~36,000	)		(~~406~~169,000	)
Change in carryovers and tax attributes		1215,~~492,~~000			5269,~~127,~~000
Net tax benefit	$	—		$	—

The Company files federal income tax returns in the U.S. and in various state jurisdictions. The Company has not been audited by the Internal Revenue Service or any state for income taxes. The Company reviews its recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. The Company reviews all material tax positions for all years open to statute to determine whether it is more likely than not that the positions taken would be sustained based on the technical merits of those positions. The Company did not recognize any adjustments for uncertain tax positions as of and during the years ended December 31, ~~2012~~2014 and ~~2011~~2013.

1514. Employee Benefit Plan

The Company ~~has~~had a 401(k) profit sharing plan covering substantially all employees. Eligible employees ~~may~~were able to elect to contribute a percentage of their annual compensation, as defined, to the plan. The Company ~~may~~ also was permitted to elect to make discretionary contributions. For the ~~years~~year ended December 31, ~~2012 and 2011~~2013, the Company did not make any contributions to the plan. OnThe ~~February 28, 2013, the~~ Company ~~commenced~~closed ~~closure of~~ the 401(k) plan, ~~which~~in ~~we anticipate will be completed during the second quarter of~~ 2013.

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1615. Geographic Area Data

The Company operates as a single reportable segment and attributes revenues to countries based upon the location of the entity originating the sale. Revenues by geographic area are as follows:

	2012		2011
	2014		2013
United States	$	~~142,000~~—	$	487,~~474,~~000
China		~~716,000~~—		1324,~~075,~~000
United Kingdom		~~243,000~~—		18,~~070,~~000
Japan		2,000		3,000
Korea		—		7,000
Total	$	1,103,000	$	6,622,000
Japan		—		—
Total	$	—	$	426,000

1716. Concentration

~~During~~The ~~the years ended December 31, 2012 and 2011, the~~ Company’s sales were concentrated with a few large customers. ~~Sales~~During tothe ~~two~~year ~~customers~~ended ~~comprised~~December ~~63%~~31, ~~and~~2014, ~~20%~~the ofCompany ~~total~~had ~~revenues~~zero in sales and two customers accounted for 6162% and 3938% of gross accounts receivable~~, respectively~~. During the year ended December 31, ~~2011~~2013, sales to ~~four~~two customers comprised 5276%, ~~16%, 16%~~ and 1019% of total revenues and two customers accounted for 62% and 3738% of gross accounts receivable, respectively. The Company performs ongoing credit evaluations of certain customers’ financial condition and generally requires no collateral from its customers. The Company’s inventory purchases are concentrated with certain key vendors that produce components according to our engineering specifications. During the year ended December 31, ~~2012~~2013, 3947% of purchases were concentrated with one vendor. There ~~and~~were ~~during~~no ~~the~~inventory ~~year ended December 31, 2011, 16% of~~ purchases ~~were~~in ~~concentrated with one vendor~~2014.

1817. Subsequent Events

The Company has evaluated subsequent events and has determined that ~~other than noted below,~~ there were no subsequent events to recognize or disclose in these financial statements.

~~-47-~~18. Related Party Transactions

As of December 31, 2014, Mr. Micek, who serves as Chief Executive Officer, has loaned the Company a total of $55,000 in support of continued operations. As of April 1, 2015, Mr. Micek has advanced $84,000 to the Company.

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, ~~2012~~2014. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that as of December 31, ~~2012~~2014, our disclosure controls and procedures were not effective to ensure the information required to be disclosed by an issuer in the reports it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms relating to us, and was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act. We maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included an assessment of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

In June 2012, all but two of the Company’s employees resigned, and such staff reduction resulted in our inability to complete documentation of proper accounting procedures and management review. Not all fully implemented fundamental elements of an effective control were present as of December 31, ~~2012~~2014, including formalized monitoring procedures. Based on this evaluation, management has concluded that the aforementioned factors constituted a material weakness in the Company’s internal control over financial reporting as of December 31, ~~2012~~2014.

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This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we engaged our independent registered public accounting firm, to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2012~~2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information with respect to the current Directors and executive officers of Enova Systems Inc.:

Name	Age		Position	~~Position~~
Christopher Thunen (2)	37	35	Director	~~Director~~
John Micek	61	60	Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director	~~Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director~~
Edwin O. Riddell(1)(3)(4)(5)		70		Director
Edwin O. Riddell(1)(3)(4)(6)	72		Director
John Wallace(4)(6)		64		Director
James Burness(2)(4)(5)	66		Director

(1) Audit Committee Chairman

(1)	Audit Committee Chairman
(2)		Audit Committee Member
(3)		Compensation Committee Chairman
(4)		Compensation Committee Member
(5)		Nominating and Governance Committee Member
(6)		Nominating and Governance Committee Chairman

(2) Audit Committee Member

(3) Compensation Committee Chairman

(4) Compensation Committee Member

(5) Nominating and Governance Committee Member

(6) Nominating and Governance Committee Chairman

John J. Micek. Mr. Micek was re-appointed to Enova's Board of Directors in 2007, was appointed as Chief Financial Officer, Treasurer and Secretary of the Company effective January 1, 2011 and, on June 27, 2012, was appointed to serve, in addition to the foregoing, as President and Chief Executive Officer of the Company. He previously served on the Board between April 1999 and July 2005. From 2000 to 2010, Mr. Micek was Managing Director of Silicon Prairie Partners, LP, a Palo Alto, California based family-owned venture fund. Since April 2010, Mr. Micek has been Managing Partner of Verdant Ventures, a merchant bank dedicated to sourcing and funding University and corporate lab spinouts in areas including cleantech and pharma. He also is admitted to practice law in California and his prior practice focused on financial services. Currently, Mr. Micek actively serves on the Board of Directors of Armanino Foods of Distinction, Innovaro Corporation and JAL/Universal Assurors. Additionally, he currently is an adjunct faculty professor in Corporate Governance and Ethics at the graduate school of Economics at the University of San Francisco. Mr. Micek was on the Board of Directors of Universal Warranty Corporation, a wholly owned subsidiary of GMACI, from 2000-2003.

Mr. Micek’s finance and business background, longstanding relationship with our Company, and his performance as a board member of our Company led the Board of Directors to conclude that he should be nominated to serve another term as a director.-35-

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Edwin O. Riddell. Mr. Riddell has served on the Board of Directors since 1995. He also served as our President and Chief Executive Officer from August 20, 2004 until his retirement effective August 28, 2007. Between 1999 and 2004, Mr. Riddell was President of CR Transportation Services, a consultant to the electric and hybrid vehicle industry. From 1992 to 1999, Mr. Riddell was Product Line Manager of the Transportation Business Unit at the Electric Power Research Institute, and from 1985 until 1992, he served with the Transportation Group, Inc. as Vice President of Engineering, working on electrically driven public transportation systems. From 1979 to 1985, Mr. Riddell was Vice President, General Manager and COO of Lift-U, Inc., a manufacturer of handicapped wheelchair lifts for the transit industry. He has also worked with Ford, Chrysler, and General Motors in the area of auto design, and as a member of senior management for a number of public transit vehicle manufacturers. Mr. Riddell served as a member of the American Public Transportation Association’s (APTA) Member Board of Governors for over 15 years, and served on APTA’s Board of Directors. Mr. Riddell was also Managing Partner of the U.S. Advanced Battery Consortium. He also serves on the Electric Drive Association Board of Directors.

Mr. Riddell’s prior service as chief executive officer of our Company, historical perspective on our Company’s business, relationships and strategy; and his performance as a board member of our Company led the Board of Directors to conclude that he should be nominated to serve another term as a director.

Christopher Thunen. Mr. Thunen was appointed to the Board of Directors in 2012. Mr. Thunen currently works in the capital markets advisory group at Scarsdale Equities, LLC, where he is responsible for coordinating banking activities for the group's clients. From 2011 to 2012, Mr. Thunen was a Vice President in the Capital Markets Advisory Group at Merriman Capital, Inc., where he was also responsible for coordinating client banking activities. Mr. Thunen holds a J.D. from Harvard Law School, an M.A. from Yale University, and a B.A. from Amherst College. He is admitted to the State Bars of California and Connecticut and holds FINRA Series 7, 63, 86, and 87 securities licenses.

Mr. Thunen’s capital markets and corporate finance experience led the Board of Directors to conclude that he should be nominated to serve a full term as a director.

~~John~~James RA. ~~Wallace~~Burness. Mr. ~~Wallace~~Burness was ~~elected~~appointed to the Board of Directors in ~~2002 and was elected Chairman of the Board of Directors on August 22, 2008~~2013. Mr. ~~Wallace~~Burness is currently a ~~member~~general partner of ~~the~~Burness ~~Board~~Dwight ofPartners ~~ICTRec~~ and ofInovation ~~SBElectronics. Mr.~~Ventures, ~~Wallace~~a ~~was~~life ascience ~~member~~advisory offirm ~~the~~where ~~Board~~he ofis ~~Directors~~responsible for ~~Xantrex~~advising ~~Technology,~~companies ~~Inc.~~on ~~based~~finance instrategies ~~Burnaby, B.C., Canada from 2003 to 2008~~ and ~~also~~strategic ~~held~~direction ~~the~~since ~~position of CEO at Xantrex from November 2005 until September 2008~~1998. Prior ~~From 2002~~ to ~~2005~~that, Mr. ~~Wallace~~Burness ~~worked~~served ~~independently~~from as1994 ~~a consultant in the alternative energy sector. Prior~~ to ~~working~~1998 as aSenior ~~consultant,~~VP ~~Mr.~~and ~~Wallace~~Head ~~served~~of inthe ~~various~~Life ~~capacities~~Science atIR ~~Ford~~practice ~~Motor~~for ~~Company~~Russell ~~from~~Welsh ~~1988~~responsible ~~until~~for ~~his~~financing ~~retirement~~strategies inand ~~2002.~~interactions Hewith ~~served~~Wall asSt. ~~Director~~and ofthe ~~Ford’s~~financial ~~Electronic~~/scientific ~~Systems~~media ~~Research~~for ~~Laboratory,~~life ~~Research~~science ~~Staff,~~and ~~from~~biotech ~~1988 through 1990~~companies. From He1980 ~~then~~to ~~worked in Ford’s alternative fuel vehicle programs~~1987, ~~serving~~Mr. ~~first~~Burness asworked ~~Director of Technology Development Programs then~~ as ~~Director~~an ofExecutive ~~Electric~~Assistant ~~Vehicle~~in ~~Programs,~~the ~~Director~~Office of ~~Alternative~~the ~~Fuel~~Chairman ~~Vehicles, and finally Director~~ of ~~Environmental~~the ~~Vehicles.~~New ~~Prior~~York toStock ~~joining~~Exchange ~~Ford~~where ~~Research Staff,~~ he was ~~president~~responsible offor ~~Ford~~day ~~Microelectronics,~~to ~~Inc.,~~day inoperations ~~Colorado Springs. Mr. Wallace has been past Chairman~~ of the ~~Electric Vehicle Association of the Americas~~Exchange, ~~past~~interactions ~~Executive~~with ~~Director~~Committees and ~~Chairman of the~~ Board ~~of Directors of TH!NK Nordic~~, ~~past chairman of~~ the ~~United~~SEC ~~States~~and ~~Advanced Battery Consortium~~Congress, and ~~past~~began ~~Chairman~~his ofcareer ~~the~~in ~~California~~1974 ~~Fuel~~as ~~Cell~~a ~~Partnership.~~senior ~~His~~official ~~other~~at ~~experience~~the ~~includes~~US ~~work~~Securities asand ~~program~~Exchange ~~manager~~Commission ~~with~~(SEC), ~~Intel~~Division ~~Corporation.~~of HeCorporate ~~also~~Finance ~~served~~responsible asfor ~~Director,~~S-1 ~~Western~~registration ~~Development Center~~statements, ~~for~~proxy ~~Perkin-Elmer~~contests ~~Corporation~~ and asannual ~~President of Precision Microdesign, Inc~~reports.

Mr. ~~Wallace~~Burness’s ~~automotive and commercial vehicle industry~~ experience, ~~relationships~~ in ~~the~~advising ~~electric~~start-ups ~~and~~firms ~~hybrid automotive industry,~~ and ~~his~~prior ~~performance~~work aswith athe ~~board~~SEC ~~member~~and ofthe ~~our~~NYSE ~~Company~~ led the Board of Directors to conclude that he should be nominated to serve ~~another~~a full term as a director.

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There is no family relationship between any director, nominee, or executive officer of Enova Systems.

Board of Directors and its Committee

Audit Committee. The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The current members of this committee are Messrs. Riddell (Chair), Burness and Thunen. The Board has determined that the members of the Audit Committee are “independent” under the rules of the SEC and that, although Enova is no longer subject to the independence requirements of the NYSE ~~Amex~~MKT LLC, such members would be considered “independent” under the NYSE ~~Amex~~MKT LLC rules. In addition to being independent, Mr. ~~Thunen~~Burness has been determined by the Board to be an “audit committee financial expert” as defined by the SEC. Mr. ~~Thunen~~Burness’ designation by the Board as an “audit committee financial expert” is not intended to be a representation that he is an expert for any purpose as a result of such designation, nor is it intended to impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board in the absence of such designation.

Compensation Committee. The Board of Directors has established a Compensation Committee. The current members of this committee are Messrs. Riddell (Chair) and ~~Wallace~~Burness. Although the Company is no longer listed on the NYSE ~~Amex~~MKT LLC, the Board has determined that Messrs. Riddell and ~~Wallace~~Burness would be considered “independent” members of the Compensation Committee under the rules of the NYSE ~~Amex~~MKT LLC.

Nominating and Governance Committee. The Board of Directors has established a Nominating and Governance Committee. The current ~~members~~member of this committee ~~are~~is ~~Messrs~~Messr. Riddell ~~and Wallace~~. There have been no material changes during the last fiscal year to the procedures by which security holders may recommend nominees to Enova’s board of directors.

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Code of Ethics

Enova Systems has adopted a “Code of Ethics For Officers, Directors, and Employees” consistent with SEC’s rules requiring a Code of Ethics. It applies to our Board of Directors, Chief Executive Officer, Chief Financial Officer and principal accounting officer, and employees. A copy of the Code of Ethics for Officers, Directors, and Employees may be obtained free of charge by writing to Enova Systems, Inc., 2945 Columbia Street, Torrance, California 90503, Attention: Chief Financial Officer or by accessing the “Investor Relations” section of our website (www.enovasystems.com). To the extent required by the rules of the SEC, we will post on our website any amendments and waivers relating to our code of ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and beneficial owners of greater than 10% owners of our common stock to file reports of ownership and changes in ownership with the SEC and provide copies to us. Based solely on a review of Section 16 reports and written representations from officers and directors, we believe that during the fiscal year ended December 31, ~~2012~~2014, our officers, directors, and greater than 10% owners timely filed all reports they were required to file under Section 16(a), except as follows: Anthony Low-Beer failed to file on a timely basis a Form 4 in connection with additional acquisitions of shares of our outstanding Common Stock, and Christopher Thunen failed to file on a timely basis a Form 3 in connection with his appointment to the Company’s Board of Directors.

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ITEM 11.

EXECUTIVE COMPENSATION

The table below summarizes the total compensation for the fiscal years ended December 31, 2013 and 2012 paid to or earned by ~~each of~~ the ~~named~~only executive ~~officers~~officer ~~for~~of the Company during the fiscal ~~years~~year ended December 31, ~~2012 and 2011:~~2013.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year		Salary ($)(A)		Bonus ($)~~(A)~~		Options Awards ($)(B)		Non-Equity Incentive Plan Compensation ($)		All other Compensation ($)(C)		Total ($)
Michael Staran(D)		2012	$	161,997	$	—	$	—	$	—	$	32,776	$	194,373
John Micek		2014	$	33,371	$	—	$	19,956	$	—	$	—	$	53,327
Chief Executive Officer		2011	$	280,288	$	—	$	76,000	$	—	$	60,688	$	416,976
Chief Executive Officer and Chief Financial Officer		2013	$	150,069	$	—	$	39,547	$	—	$	12,844	$	202,460
John Micek (D)		2012	$	159,769	$	59,996	$	—	$	—	$	11,192	$	230,957
Chief Executive Officer and Chief Financial Officer		2011	$	125,038	$	—	$	51,000	$	—	$	16,625	$	192,663
John Mullins (D)		2012	$	124,981	$	—	$	—	$	—	$	9,386	$	134,36
Chief Operating Officer		2011	$	200,000	$	—	$	55,000	$	—	$	12,746	$	267,746

(A) ~~For~~Due to the ~~2012~~financial ~~year~~condition of the Company, Mr. Micek's ~~earned~~salary ~~bonus~~in ~~compensation~~the ~~based~~amount onof ~~the~~$132,630 ~~Board~~was deferred as of ~~Directors~~December ~~meeting~~31, on2014. ~~July~~(B) ~~27,~~The ~~2012~~valuation ~~which~~of ~~established~~option ~~certain~~awards ~~cash~~issued ~~incentive~~to ~~bonus~~employees ~~awards,~~are calculated in accordance with SEC rules as the ~~payment~~grant ofdate ~~which~~fair isvalue ~~dependent~~in ~~upon~~accordance with FASB ASC 718 consistent with the ~~settlement~~assumptions ofset ~~certain~~forth ~~account~~in ~~receivables~~Note ~~and~~12 ~~account~~to ~~payables~~the financial statements in this Annual Report on Form 10-K. ~~Under~~(C) ~~these~~For ~~guidelines~~Mr. Micek, anthe ~~incentive~~amount ~~bonus~~shown ofattributable to 2013 includes (i) $5912,~~996~~844 ~~was~~in ~~accrued~~medical ininsurance ~~2012~~premiums paid.

(B)

The valuation of option awards issued to employees are calculated in accordance with SEC rules as the grant date fair value in accordance with FASB ASC 718 consistent with the assumptions set forth in Note 12 to the financial statements in this Annual Report on Form 10-K.

(C)

For Mr. Staran, the amount shown attributable to 2012 includes (i) $20,211 for lease of apartment and related insurance; (ii) $3,798 for auto allowance; (iii) $173 value of life insurance premiums paid; and (iv) $6,789 in medical insurance premiums. In 2011, the amount shown attributable for Mr. Staran includes (i) $37,036 for lease of apartment and related insurance; (ii) $8,201 for auto allowance; (iii) $216 value of life insurance premiums paid; and (iv) $11,610 in medical insurance premiums. For Mr. Micek, the amount shown attributable to 2012 includes (i) $173 value of life insurance premiums paid; (ii) $5,019 in medical insurance premiums paid; and (iii) $6,000 in office rent. In 2011, the amount shown attributable for Mr. Micek includes (i) $216 value of life insurance premiums paid; (ii) $4,408 in medical insurance premiums paid; and (iii) $12,000 in office rent. For Mr. Mullins, the amount shown attributable to 2012 includes (i) $4,305 in medical insurance premiums; (ii) $173 value of life insurance premiums; and iii) $4,330 for auto allowance. In 2011, the amount shown attributable for Mr. Mullins includes (i) $7,504 in medical insurance premiums; (ii) $216 value of life insurance premiums; and iii) $2,968 for auto allowance.

(D) Effective January 1, 2011, Mr. Micek became the Chief Financial Officer and Corporate Secretary of Enova. Subsequent to the resignation of Mr. Staran, effective June 20, 2012, Mr. Micek assumed the additional title of Chief Executive Officer effective June 27, 2012. Mr. Mullins also resigned from the Company effective June 20, 2012.

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Employment Arrangements

~~Effective~~As ~~February~~previously ~~11,~~disclosed in ~~2008,~~a weForm ~~entered~~8-K ~~into~~filed anon ~~employment~~July ~~agreement with Michael Staran~~3, ~~the President and Chief Executive Officer of Enova~~2012, tofor ~~provide~~the ~~him~~2012 ~~an annual salary of $250~~year,~~000~~ ~~beginning~~the asBoard ofestablished ~~January~~certain 1,incentive ~~2008~~bonus ~~and~~awards 12for ~~months severance pay. On October 29, 2008,~~ Mr. ~~Staran was granted 12~~Micek,~~000~~ ~~shares of Enova’s common stock. Pursuant to~~ the ~~February~~payment ~~11,~~of ~~2008~~which ~~employment~~were ~~agreement,~~dependent weupon ~~leased a car for Mr. Staran’s use and pay for related expenses. Mr. Staran also was entitled to reimbursement for an apartment at~~ the ~~rate~~settlement of ~~$3,057~~certain ~~per~~account ~~month.~~receivables ~~The employment agreement further provided for life, medical~~ and ~~disability~~account ~~benefits and 15 days of annual accrued vacation~~payables. The ~~Board~~goals ofwere ~~Directors~~attained ~~approved~~and a ~~subsequent~~bonus ~~increase~~was torecorded ~~Mr.~~in ~~Staran’s annual salary to $265,000 effective from January 1, 2010~~2012. A ~~In addition, Mr. Staran elected to cash out a~~ portion of ~~his~~the ~~accrued~~bonus ~~vacation~~was ~~pay~~paid in ~~2011~~April ~~resulting~~2014 inand ~~total~~the ~~salary~~remainder of ~~approximately~~ $~~280~~45,~~000~~700 inhas ~~fiscal~~been ~~year 2011~~accrued.

On February 17, 2009, the Board of Directors of Enova amended the employment agreement of Mr. Staran to increase the severance payment period under his agreement from 12 months to 18 months. In addition, if severance payments were triggered, Enova would have been required to reimburse Mr. Staran up to $20,000 for relocation expenses. As previously disclosed in a Form 8-~~K filed on June 21, 2012, Mr. Staran resigned as an employee and officer of Enova on June 20, 2012.~~37-

As previously disclosed in a Form 8-K filed on July 3, 2012, for the 2012 year, the Board established certain incentive bonus awards for Mr. Micek, the payment of which were dependent upon the settlement of certain account receivables and account payables.

Equity Awards

The following table presents information regarding outstanding equity awards held by the executive officers named in the Summary Compensation Table at December 31, 2012.

Outstanding Equity Awards at Fiscal Year-Ended December 31, 2012

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date
John Micek		250,000(A)		—	$	0.19		12/18/2014
		14,583		10,417(B)	$	0.86		5/12/2021
		34,500(C)		—	$	1.17		12/8/2019

(A) The options were granted on December 19, 2011 and vested in January 2012 based on the attainment of the vesting requirement that the Company’s common stock had a Volume Weighted Average Price for a ten day trading period equal to or greater than twice the exercise price of the options based on the average of the closing bid and asked prices of the Company’s common stock on the NYSE Amex Exchange.

(B) The options were granted on May 13, 2011 and vest over three years on a quarterly basis on the last day of each calendar quarter provided the option holder is then an officer of Enova as of such date. The first 1/12 or 8.33% of the shares under each option vested on June 30, 2011. In the event there is a change of control of Enova, the options will become fully vested.

(C) The options were granted on December 8, 2009 and vested over one year on a quarterly basis on the last day of each calendar quarter provided the option holder is then an officer of Enova as of such date.

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Equity Awards

The following table presents information regarding outstanding equity awards held by the executive officer named in the Summary Compensation Table at December 31, 2014.

Outstanding Equity Awards at Fiscal Year-End December 31, 2014


	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price		Option Expiration Date
John Micek		2,500,000(A)		2,500,000	$	0.02		5/23/2017
		4,400,000(B)		4,400,000	$	0.02		8/27/2016
		250,000(C)		—	$	0.19		12/18/2014
		14,583(d)		—	$	0.86		5/12/2021
		34,500(E)		—	$	1.17		12/8/2019

(A)	The options were granted on May 23, 2014. The vesting of the option was made conditional upon the Board approving, and Enova entering into definitive agreements covering and thereafter consummating, (x) a sale of all or substantially all of Enova's assets or (y) the acquisition of Enova by another entity by means of a merger, share exchange, tender offer or other similar transaction or (z) the acquisition by Enova of another entity by means of a merger, share exchange, tender offer or other similar transaction.

(B)	The options were granted on August 27, 2013. The vesting of the option was made conditional upon the Board approving, and Enova entering into definitive agreements covering and thereafter consummating, (x) a sale of all or substantially all of Enova's assets or (y) the acquisition of Enova by another entity by means of a merger, share exchange, tender offer or other similar transaction or (z) the acquisition by Enova of another entity by means of a merger, share exchange, tender offer or other similar transaction.

(C)	The options were granted on December 19, 2011 and vested in January 2012 based on the attainment of the vesting requirement that the Company’s common stock had a Volume Weighted Average Price for a ten day trading period equal to or greater than twice the exercise price of the options based on the average of the closing bid and asked prices of the Company’s common stock on the NYSE MKT LLC.

(d)	The options were granted on May 13, 2011 and vest over three years on a quarterly basis on the last day of each calendar quarter provided the option holder is then an officer of Enova as of such date. The first 1/12 or 8.33% of the shares under each option vested on June 30, 2011. In the event there is a change of control of Enova, the options will become fully vested.

(E)	The options were granted on December 8, 2009 and vested over one year on a quarterly basis on the last day of each calendar quarter provided the option holder is then an officer of Enova as of such date.

Current Equity Incentive Plans

We presently have only one active stock-based compensation plan. The 2006 Equity Compensation Plan authorizes the Compensation Committee to grant stock options and other stock awards to employees and consultants, including executives and directors, and such grants are currently approved by the whole board of directors. The determination of whether option grants are appropriate each year is based upon individual measures established for each individual within the subjective determination of the board of directors. Options are not necessarily granted to each executive during each year. Options granted to executive officers generally vest in conjunction with the attainment of the performance goals of the Company. In ~~2011~~2014, ~~Messrs~~Mr. ~~Staran,~~ Micek ~~and~~was ~~Mullins were~~ granted stock options from the plan covering an aggregate of ~~865~~2,000,000 shares of our common stock.

On July 3, 2012, in connection with his appointment as President and Chief Executive Officer, Enova’s Board of Directors agreed to grant to Mr. Micek a stock option exercisable for three years from the date of grant to purchase 4,400,000 shares of Enova's common stock. However, the grant of such option was made conditional upon shareholder approval of an amendment to the 2006 Equity Compensation Plan to increase the number of shares covered thereby. Such option will only become exercisable as follows: as to 50% of the shares covered thereby upon the Board of Directors approving and Enova entering into a letter of intent or similar agreement contemplating a sale of Enova and, as to the remaining 50% of the shares covered thereby, upon consummation of a sale of Enova. In addition, certain incentive bonus awards for Mr. Micek were also established, the payments of which are dependent upon the settlement of certain account receivables and account payables.

Change of Control and Retirement Arrangements

The terms of the February 11, 2008 employment agreement, as modified on February 17, 2009, with Michael Staran, our Chief Executive Officer, provided for certain severance payments and benefits in the event Mr. Staran’s employment was terminated by us without cause. As noted above, Mr. Staran resigned as an officer and employee of Enova in June 2012 and was not entitled to any of such severance payments or benefits.

On August 31, 2009, we entered into a severance agreement with John Mullins, the Chief Operating Officer of Enova. Mr. Mullins’ agreement provided for a 12 month severance provision and certain benefits in the event that Mr. Mullins’ employment was terminated by Enova without cause. If Mr. Mullins’ duties or responsibilities were materially diminished or he was assigned duties demeaning or otherwise materially inconsistent with the duties then currently performed, he had the right to terminate his agreement and receive the same severance payment as if his employment had been terminated without cause. In June 2012, Mr. Mullins resigned as an officer and employee of Enova and was not entitled to any of such severance payments or benefits.

Director Compensation

The table below summarizes the total compensation we paid to our Directors (other than Mr. ~~Staran and Mr.~~ Micek) for the fiscal year ended December 31, ~~2012~~2014:

Non-Executive Director Name	Fees Earned or Paid in Cash ($)		Option Awards ($)		Total ($)
Christopher Thunen	$	~~6,000~~—		—5,000	$	65,000
Edwin Riddell	$	~~21,000~~—	$	—5,000	$	215,000
John Wallace	$	20,500	$	—	$	20,500
James Burness	$	—		5,000	$	5,000

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~~The~~In ~~provisions of the Board compensation~~addition, ~~effective~~ as ofpart ~~July 1, 2008, provides that each Director receive quarterly compensation at a flat rate~~ of ~~$5,000~~our incost ~~cash~~saving ~~and $7~~measures,~~500~~ ~~in stock valued at~~ the ~~closing~~members ~~prices~~ of ~~our~~the ~~common~~Board ~~stock~~ on the ~~last~~audit ~~day~~committee ofagreed ~~the~~to ~~quarter~~terminate incash ~~which~~compensation ~~the~~for ~~meeting~~service ~~was~~on ~~held.~~that ~~Starting~~committee ineffective ~~2009,~~July ~~in lieu of stock for compensation~~1, ~~the Directors received equity options in the Company~~2012.

OnThe ~~July~~Company ~~27, 2012, the Board of Directors as part of Enova's cost-saving~~ measures, toand ~~terminate~~recognizes ~~further cash~~ compensation toexpense ~~the~~for ~~Board,~~all ~~effective~~share-based aspayment ofawards ~~July~~made ~~1, 2012. The Board also approved the grant~~ to ~~each~~employees ~~of Christopher Thunen, John Wallace~~ and ~~Edward Riddell~~directors, ~~the~~including ~~non-~~employee ~~Directors~~stock ~~of Enova~~options, anbased ~~option~~on ~~covering 440,000 shares of~~ the ~~Common~~estimated ~~Stock~~fair ofvalues ~~Enova.~~at ~~However,~~ the ~~grant~~date of ~~such options was made conditional upon shareholder approval of an amendment to the 2006 Equity Compensation Plan to increase the number of shares covered thereby~~grant. ~~Such~~The ~~options~~compensation ~~will~~expense ~~only~~is ~~become~~recognized ~~exercisable~~over ~~as follows: as to 50% of~~ the ~~shares~~requisite ~~covered~~service thereby upon the Board of Directors approving and Enova entering into a letter of intent or similar agreement contemplating a sale of Enova and, as to the remaining 50% of the shares covered thereby, upon consummation of a sale of Enovaperiod. The ~~exercise~~Company’s ~~price~~determination ~~under each~~ of ~~such~~estimated ~~options~~fair isvalue ~~$0.07~~of ~~cents per~~ share.-based ~~The Board also established certain cash incentive bonus~~ awards ~~for~~utilizes ~~such~~the ~~non~~Black-~~employee~~Scholes ~~directors,~~option-pricing ~~the payment of which is dependent upon the settlement of certain account receivables and account payables~~model. ~~Under these guidelines, no options were granted and each director had accrued an incentive bonus of $6,000 in 2012.~~

In addition, members of the Board who serve on our audit committee are provided additional compensation of $2,500 per quarter for the chairman of the audit committee and $1,250 per quarter for other members of the audit committee. All Directors are also reimbursed for out-of-pocket expenses incurred in connection with attending Board and committee meetings. As part of cost saving measures summarized above, the member of the Board on the audit committee agreed to terminate cash compensation effective July 1, 2012.

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options based on the estimated fair values at the date of grant. The compensation expense is recognized over the requisite service period. The Company’s determination of estimated fair value of share-based awards utilizes the Black-Scholes option-pricing model.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below sets forth information as to (a) any person, including their address, known to us to own beneficially more than 5% of our voting securities, (b) equity securities beneficially owned by each of our named executive officers and directors; and (c) equity securities beneficially owned by the current executive officers and directors as a group. Beneficial ownership is determined in accordance with the SEC’s Regulation 13D-G. Accordingly, the information below reflects stock options, warrants, and other securities beneficially held by the specified person that may be exercised or converted into common stock within 60 days of March 131, ~~2013~~2015. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is as of March 1, ~~2013~~2015 based upon an aggregate of 4464,~~603~~853,~~185~~183 voting shares from (i) 4464,520,~~197~~195 shares of common stock outstanding, ~~and~~ (ii) ~~potential~~1,308,714 ~~conversion~~shares of ~~Series~~common Astock ~~Preferred~~to ~~Stock~~be issued and (iii) potential conversion of Series B Preferred Stock into 82 24,~~988~~274 shares of common stock.

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Owner	Number of Shares of Common Stock		Percent of Common Stock		Percent of Common Stock, Series B Preferred Stock, Common Stock to be Issued and Voting Together
Jagen, Pty., Ltd.(1)		3,222,222		5.0%	5.0%
9 Oxford Street, South Ybarra 3141 Melbourne, Victoria Australia
Shell Asset Management BV(2)		6,054,960		9.4%	9.4%
Sir Winston Churchillaan 366H, 2285 SJ Rijswijk ZH, The Netherlands 527 Madison Avenue, Suite 2600, New York, NY 10022
John J. Micek(3)		1,493,408		2.3%	2.3%
Edwin O. Riddell(4)		178,667		0.3%	0.3%
All Executive Officers and Directors as a group (5)		1,672,075		2.6%	2.6%

(1)		Jagen Pty. Ltd. (Jagen) shares beneficial ownership with Jagen’s controlling shareholder, the B. Liberman Family Trust and its trustee, Jagen Nominees, Pty. Ltd. Boris and Helen Liberman possess ultimate voting and discretionary authority over the shares.
(2)		Based on a Form 3 filed December 15, 2009. Shell Asset Management Company BV manages assets of The Shell Group and its subsidiaries and affiliates, including certain pension plans organized for the benefit of employees of The Shell Group. As such, The Shell Group and such subsidiaries and affiliates, including such pension plans, have the right to the receipt of dividends from, and the proceeds from the sale of, the shares of common stock.
(3)		Includes 307,417 shares of common stock underlying stock options that are exercisable within 60 days.
(4)	Includes 99,000 shares of common stock underlying stock options that are exercisable within 60 days.
(5)	Includes 406,417 shares of common stock underlying stock options that are exercisable within 60 days.

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Owner	Number of Shares of Common Stock		Percent of Common Stock		Percent of Common Stock, Series A and Series B Preferred Stock, and Common Stock Voting Together
Jagen, Pty., Ltd.(1)		3,222,222		7.2%	7.2%
9 Oxford Street, South Ybarra 3141 Melbourne, Victoria Australia
Shell Asset Management BV(2)		6,054,960		13.6%	13.5%
Sir Winston Churchillaan 366H, 2285 SJ Rijswijk ZH, The Netherlands 527 Madison Avenue, Suite 2600, New York, NY 10022
Low Beer Managed Accounts(3)		9,838,000		22.1%	22.1%
Scarsdale Securities LLC, 10 Rockefeller Center, New York, NY 10020
John J. Micek(4)		484,908		1.1%	1.1%
Michael Staran		95,500		*	*
John R. Wallace(5)		140,938		*	*
Edwin O. Riddell(6)		178,667		*	*
All Executive Officers and Directors as a group (7)		900,013		2.0%	2.0%

(1) Jagen Pty. Ltd. (Jagen) shares beneficial ownership with Jagen’s controlling shareholder, the B. Liberman Family Trust and its trustee, Jagen Nominees, Pty. Ltd. Boris and Helen Liberman possess ultimate voting and discretionary authority over the shares.

(2) Based on a Form 3 filed December 15, 2009. Shell Asset Management Company BV manages assets of The Shell Group and its subsidiaries and affiliates, including certain pension plans organized for the benefit of employees of The Shell Group. As such, The Shell Group and such subsidiaries and affiliates, including such pension plans, have the right to the receipt of dividends from, and the proceeds from the sale of, the shares of common stock.

(3) Based on Holdings(s) in Company as filed in Form 4 on November 14, 2012.

(4) Includes 301,167 shares of common stock underlying stock options that are exercisable within 60 days.

(5) Includes 69,000 shares of common stock underlying stock options that are exercisable within 60 days.

(6)	Includes 99,000 shares of common stock underlying stock options that are exercisable within 60 days.
(7)	Includes 469,167 shares of common stock underlying stock options that are exercisable within 60 days.

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Equity Compensation Plan Information

For the fiscal year ended December 31, ~~2012~~2014, we had two equity compensation plans: the 1996 Option Plan and the 2006 Equity Compensation Plan. Each plan was adopted with the approval of our shareholders. The 1996 Stock Option Plan has expired for purposes of issuing new grants. The 1996 Stock Option Plan, however, will continue to govern awards previously granted under that plan. The 2006 plan, adopted at our annual meeting in November 2006 and amended in August 2013, has a total of 39,000,000 shares reserved for issuance. The following table provides information regarding our equity compensation plans as of December 31, ~~2012~~2014:

Plan Category

~~Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)~~

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)

~~Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)~~

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)

~~Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)~~

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)

Equity compensation plans approved by security holders

~~780~~8,611,000

0.5005

2280,~~111,~~000

(A)

Equity compensation plans not approved by security holders

—

Total

~~780~~8,611,000

0.5005

2280,~~111,~~000

(A)

While the 2006 Plan was approved by the shareholders, an August 2013 amendment to the 2006 Plan, increasing the number of shares available thereunder from 3,000,000 to 9,000,000 has not been presented to shareholders for their consideration, nor does the Company intend to present such amendment to the shareholders for approval.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Currently the Company does not have written policies and procedures for the review, approval or ratification of related person transactions. However, given the Company’s small size, senior management and the audit committee or the board of directors is able to review all transactions consistent with applicable securities rules governing Company transactions and proposed transactions exceeding $120,000 in which a related person has a direct or indirect material interest. Currently the Board of Directors reviews related person transactions and has approval authority with respect to whether a related person transaction is within the Company’s best interest.

~~Each of Messrs~~Mr. ~~Riddell~~Micek, ~~Thunen and Wallace,~~ who ~~represent~~serves ~~more~~as ~~than~~Chief ~~50%~~Executive ~~of our directors~~Officer, ~~would~~Chief beFinancial ~~considered~~Officer ~~“independent”~~and ~~within~~Director, ~~the~~has ~~meaning~~loaned of the ~~NYSE~~Company ~~Amex~~a ~~rules~~total asof ~~applicable to smaller reporting companies~~$83,908 ~~although~~as ~~Enova is no longer subject to the independence requirements~~ of ~~the~~April ~~NYSE Amex. As for disclosure regarding independence requirements for board committees~~1, ~~see~~2015 ~~item~~in 10support of ~~this~~its ~~Form~~continued ~~10-K~~operations.

Each of Messrs. Burness, Riddell and Thunen, who represent more than 50% of our directors, would be considered “independent” within the meaning of the NYSE Amex rules as applicable to smaller reporting companies, although Enova is no longer subject to the independence requirements of the NYSE MKT LLC. As for disclosure regarding independence requirements for board committees, see item 10 of this Form 10-~~57-~~K.

Table of Contents

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

PMB Helin Donovan LLP served as our registered independent auditor for the most recently completed fiscal year, and has served in that role since its appointment by the Audit Committee on January 31, 2007.

Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

Audit Fees

The following table sets forth the aggregate fees billed or to be billed by our principal accountant for the following services for the years ended December 31, ~~2012~~2014 and ~~2011~~2013:

	2012		2011
	2014		2013
Audit Fees	$	5427,000	$	~~180~~44,000
Audit-Related Fees	$	—	$	—
Tax Fees	$	~~14,500~~—	$	~~14,000~~550
All Other Fees	$	~~15,000~~—	$	~~30,000~~—
Total	$	8327,~~500~~000	$	~~224~~44,~~000~~550

The tax fees above were pre-approved by our Audit Committee as appropriate, which concluded that the provision of such services by PMB Helin Donovan was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Other fees were attributable to due diligence work performed in connection to capital markets activities of the Company.

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PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

The financial statements filed as a part of this report are included in Item 8 of this report.

(a) 2. Financial Statement Schedule

No financial statement schedules are filed as a part of this report.

(a) 3. Exhibits

Exhibit #	~~Exhibit #~~	Description	~~Description~~
3.1	~~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)	~~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	~~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 September 30, 2009, as filed on November 12, 2009)	~~Our Amended and Restated bylaws (incorporated by reference to Exhibit 3.2 of our Quarterly Report on Form 10-Q for the period ended September 30, 2009, as filed on November 12, 2009)~~
10.1	~~10.1~~	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 of our Quarterly Report on Form 10-Q for the period ended June 30, 2005, as filed on August 15, 2005)	~~Form of Indemnification Agreement (incorporated by reference to Exhibit 10.26 of our Quarterly Report on Form 10-Q for the period ended June 30, 2005, as filed on August 15, 2005)~~
10.2	~~10.2~~	Form of Security Agreement entered into May 31, 1995 between us and Credit Managers Association of California, Trustee (incorporated by reference to Exhibit 10.65 of our Quarterly Report on Form 10-Q for the period ended April 30, 1996, as filed on June 14, 1996)	Form of Security Agreement entered into May 31, 1995 between us and Credit Managers Association of California, Trustee (incorporated by reference to Exhibit 10.65 of our Quarterly Report on Form 10-Q for the period ended April 30, 1996, as filed on June 14, 1996)
10.3	~~10.3~~	Commercial Promissory Note dated October 10, 2007 between us and Union Bank of California (incorporated by reference to Exhibit 10.3 of our Annual Report Form 10-K for the period ended December 31 2007, as filed on March 26, 2008)	Commercial Promissory Note dated October 10, 2007 between us and Union Bank of California (incorporated by reference to Exhibit 10.3 of our Annual Report Form 10-K for the period ended December 31 2007, as filed on March 26, 2008)
10.4	~~10.4~~	Placing Agreement in connection with an application to join AIM dated July 19, 2005 between us and Investec Bank (UK) Limited (incorporated by reference to Exhibit 10.28 of our amended Quarterly Report on Form 10-Q for the period ended September 30, 2005, as filed November 21, 2005)	Placing Agreement in connection with an application to join AIM dated July 19, 2005 between us and Investec Bank (UK) Limited (incorporated by reference to Exhibit 10.28 of our amended Quarterly Report on Form 10-Q for the period ended September 30, 2005, as filed November 21, 2005)
10.5	~~10.5~~	Placing Agreement dated July 25, 2007 between us and Investec Bank (UK) Limited (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K as amended filed August 7, 2007)	~~Placing Agreement dated July 25, 2007 between us and Investec Bank (UK) Limited (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K as amended filed August 7, 2007)~~
10.6	~~10.6~~	Facility Lease Agreement entered into October 17, 2007 between us and Sunshine Distribution L.P., (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 23, 2007)	~~Facility Lease Agreement entered into October 17, 2007 between us and Sunshine Distribution L.P., (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 23, 2007)~~
10.7	~~10.7~~	Retirement Agreement and Limited Release entered into July 12, 2007 between us and Edwin Riddell, formerly our Chief Executive Officer and President (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K as amended filed July 16, 2007)+	Retirement Agreement and Limited Release entered into July 12, 2007 between us and Edwin Riddell, formerly our Chief Executive Officer and President (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K as amended filed July 16, 2007)+
10.8	~~10.8~~	Employment Agreement entered into February 11, 2008 between us and Michael Staran, our President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 15, 2008)+	Employment Agreement entered into February 11, 2008 between us and Michael Staran, our President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 15, 2008)+
10.9	~~10.9~~	Placing Agreement entered into March 26, 2008 (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K/A filed April 4, 2008)	~~Placing Agreement entered into March 26, 2008 (incorporated by reference to Exhibit 10 of our Current Report on Form 8-K/A filed April 4, 2008)~~
10.10	~~10.10~~	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)	~~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)~~
10.11	~~10.11~~	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)	~~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)~~
10.12	~~10.12~~	Securities Purchase Agreement entered into October 29, 2009 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed October 30, 2009)	Supply Agreement with Navistar, Inc. entered into May 16, 2008 (incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q for the three month period ending July 30, 2008, as filed on August 14, 2008) #
10.13	~~10.13~~	Placing Agreement entered into October 29, 2009 (incorporated by reference to Exhibit 99.3 of our Current Report on Form 8-K filed October 30, 2009)	~~Stock Purchase Agreement entered into April 6, 2009 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed April 6, 2009)~~
10.14	~~10.14~~	Registration Rights Agreement entered into December 15, 2009 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed December 15, 2009)	~~Joint Venture Dissolution and Termination Agreement entered into April 6, 2009 (incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed April 6, 2009)~~
10.15		Amendment to Employment Agreement between us and Michael Staran entered into on February 17, 2009 (incorporated by reference to Item 5.02 of our Current Report on Form 8-K filed February 23, 2009)+
10.16		Severance Agreement between us and John Mullins effective as of August 31, 2009 (incorporated by reference on our annual report on Form 10-K for the year ended December 31, 2010 filed on March 30, 2011)+
10.17		Agreement relating to the appointment of a Nominated Adviser and Broker dated June 20, 2011 between us and Daniel Stewart (UK) Plc (incorporated by reference to Exhibit 10.23 of on Form 10-K filed on March 29, 2012.
10.18		Warrant and Common Stock Purchase Agreement dated December 15, 2011 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed December 19, 2011).
10.19		Form of Warrant (incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed December 19, 2011)
10.20		Form of Registration Rights Agreement dated December 2011 (incorporated by reference to Exhibit 99.3 of our Current Report on Form 8-K filed December 19, 2011)
10.21		Purchase Agreement dated April 23, 2012 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed April 25, 2012).
10.22		Purchase Agreement dated April 24, 2012 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed April 25, 2012).
10.23		Registration Rights Agreement dated April 23, 2012 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed April 25, 2012).
10.24		Amendment of the 2006 Equity Compensation Plan (incorporate by reference to Exhibit 10.24 of our Form 10K filed May 2, 2014).
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification Pursuant to 18 U.S.C. Section 1350*
101.XML		XBRL Instance Document**
101.XSD		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

	10.15		Securities Purchase Agreement entered into October 29, 2009 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed October 30, 2009)
*		Filed herewith.
	10.16		Placing Agreement entered into October 29, 2009 (incorporated by reference to Exhibit 99.3 of our Current Report on Form 8-K filed October 30, 2009)
**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed”.
	10.17		Registration Rights Agreement entered into December 15, 2009 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed December 15, 2009)
+		Management contract or compensatory plan or arrangement.
	10.18		Amendment to Employment Agreement between us and Michael Staran entered into on February 17, 2009 (incorporated by reference to Item 5.02 of our Current Report on Form 8-K filed February 23, 2009)+
#	Portions of the exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
	10.19		Bonus Arrangement between us and Mike Staran, John Mullins, and John Micek (incorporated by referenced to item 5.02 on Form 8-K filed December 13, 2010)+
	10.20		Separation Agreement and General Release between us and Jarett Fenton effective as of December 10, 2010 (incorporated by reference on our annual report on Form 10-K for the year ended December 31, 2010 filed on March 30, 2011)+
	10.21		Severance Agreement between us and John Mullins effective as of August 31, 2009 (incorporated by reference on our annual report on Form 10-K for the year ended December 31, 2010 filed on March 30, 2011)+
	10.22		Bonus Arrangement between us and Mike Staran, John Mullins and John Micek (incorporated by reference to item 5.02 on Form 8-K filed December 10, 2010)
	10.23		Agreement relating to the appointment of a Nominated Adviser and Broker dated June 20, 2011 between us and Daniel Stewart (UK) Plc, filed with this Form 10-K on March 29, 2012*
	10.24		Warrant and Common Stock Purchase Agreement dated December 15, 2011 (incorporated by reference to Exhibit 99.1 of our Current Report on Form 8-K filed December 19, 2011).
	10.25		Form of Warrant (incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K filed December 19, 2011)
	10.26		Form of Registration Rights Agreement dated December 2011 (incorporated by reference to Exhibit 99.3 of our Current Report on Form 8-K filed December 19, 2011)
	10.27		Purchase Agreement dated April 23, 2012 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed April 25, 2012).
	10.28		Purchase Agreement dated April 24, 2012 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed April 25, 2012).
	10.29		Registration Rights Agreement dated April 23, 2012 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed April 25, 2012).
	31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	32		Certification Pursuant to 18 U.S.C. Section 1350*

101.XML		XBRL Instance Document**
101.XSD		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

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* Filed herewith.

** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed”.

+ Management contract or compensatory plan or arrangement.

# Portions of the exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 1615, ~~2013~~2015

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Table of Contents

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Micek, with full power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ John Micek John Micek	Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Accounting Officer)	April 1615, ~~2013~~2015
/s/ John R. Wallace John R. Wallace	Director, Chairman of the Board	April 16, 2013
/s/ Edwin Riddell Edwin Riddell	Director, Chairman of the Board	April 15, 2015
/s/ Edwin Riddell Edwin Riddell	Director	April 16, 2013
/s/ James Burness James Burness	Director	April 15, 2015
/s/ Christopher Thunen Christopher Thunen	Director	April 1615, ~~2013~~2015

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ENOVA SYSTEMS, INC.

/s/ John Micek

John Micek

Chief Executive Officer & Chief Financial Officer

Filing Compare · ENOVA SYSTEMS INC