Filing Compare · iGo, Inc.

~~Table~~UNITED ~~of Contents~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~D.C. 20549~~ 10-K

~~FORM~~(Mark ~~10-K~~ One)

~~(Mark~~☑ ANNUAL ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

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

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

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom ~~SECTION~~__________________ 13to ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_________________

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from to~~ 1-35981

~~Commission~~iGo, ~~file number: 0-30907~~ Inc.

~~iGo,~~(Exact ~~Inc.~~ Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware	86-0843914
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

Delaware		86-0843914
17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona	85255
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)
(Registrant’s telephone number, including area code): (480) 596-0061

17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona		85255
(Address of Principal Executive Offices)		(Zip Code)

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

~~(Registrant’s~~Title ~~telephone~~of ~~number,~~Each ~~including~~Class ~~area~~Name ~~code):~~of ~~(480)~~Each ~~596-0061~~Exchange on Which Registered None None

Securities registered pursuant to Section 12(bg) of the Act: None

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		The NASDAQ Capital Market

____________________

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section 12(g)~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes ☐ No ☑

~~Title~~Indicate ofby ~~Each~~check ~~Class~~mark ~~Name~~if ofthe ~~Each~~registrant ~~Exchange~~is onnot ~~Which~~required ~~Registered~~to ~~None~~file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark ifwhether the registrant is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~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 ¨ ☑ No x ☐

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section 13~~Rule or405 ~~Section 15~~of Regulation S-T (d)§232.405 of this chapter) during the ~~Act~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ ☑ No x 

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1) has~~delinquent ~~filed~~filers ~~all~~pursuant ~~reports required~~ to beItem ~~filed~~405 byof ~~Section 13~~Regulation orS-K ~~15(d)~~is ofnot ~~the~~contained ~~Securities~~herein, ~~Exchange~~and ~~Act~~will ofnot ~~1934~~be ~~during~~contained, to the ~~preceding~~best 12of ~~months~~registrant’s ~~(or~~knowledge, ~~for~~in ~~such~~definitive ~~shorter~~proxy ~~period~~or ~~that~~information ~~the~~statements ~~registrant~~incorporated ~~was~~by ~~required to~~reference ~~file~~in ~~such~~part ~~reports),~~III ~~and~~of ~~(2) has~~this ~~been~~Form ~~subject~~10-K toor ~~such~~any ~~filing~~amendment ~~requirements~~to ~~for~~this ~~the~~Form ~~past 90 days~~10-K. ~~Yes x No ¨~~ ☑

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its corporate~~accelerated ~~Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~company. toSee bethe ~~submitted~~definitions ~~and~~of ~~posted~~“large ~~pursuant~~accelerated tofiler,” ~~Rule~~“accelerated ~~405~~filer” ofand ~~Regulation~~“smaller ~~S-T~~reporting (§company” ~~232.405~~in ofRule ~~this~~12b-2 ~~chapter)~~of ~~during~~ the ~~preceding~~Exchange 12Act ~~months~~ (orCheck ~~for such shorter period that the registrant was required to submit and post such files~~One). ~~Yes x No ¨~~

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~☐ ifAccelerated ~~disclosure~~Filer of☐ ~~delinquent filers pursuant to Item 405 of Regulation S~~Non-KAccelerated isFiler ~~not~~☐ ~~contained~~(Do ~~herein, and will~~ not becheck ~~contained, to~~if ~~the~~a ~~best~~smaller ofreporting ~~registrant’s~~company) ~~knowledge,~~Smaller inreporting ~~definitive~~company ~~proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. x~~ ☑

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting~~ company. ~~See~~(as ~~the~~defined ~~definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act ~~(Check One~~). Yes ☐ No ☑

~~Large~~The ~~Accelerated~~aggregate ~~Filer~~market ¨value ~~Accelerated~~of ~~Filer~~the ¨voting ~~Non~~and non-~~Accelerated~~voting ~~Filer~~common ¨equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (DoJune 30, 2013) was approximately $8 million. Solely for the purposes of this calculation, shares held by directors and executive officers and by each person known by the registrant to beneficially own 10% or more of the common stock of the registrant have been excluded. Such exclusion should not ~~check~~be ifdeemed a ~~smaller~~determination ~~reporting~~or ~~company)~~an ~~Smaller~~admission ~~reporting~~by ~~company~~the xregistrant that such individuals are, in fact, affiliates of the registrant.

~~Indicate~~There bywere ~~check~~2,944,707 ~~mark~~shares ~~whether~~of the registrant’s iscommon astock ~~shell~~issued ~~company~~and (outstanding as ~~defined in Rule 12b-2~~ of ~~the~~March ~~Exchange Act). Yes ¨ No x~~13, 2014.

The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2012) was approximately $11 million. 1

~~There~~DOCUMENTS ~~were~~INCORPORATED ~~2,897,809~~BY ~~shares of the registrant’s common stock issued and outstanding as of March 25, 2013.~~ REFERENCE

~~DOCUMENTS~~Portions ~~INCORPORATED~~of BYthe ~~REFERENCE~~ registrant's definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K.

Portions of the registrant’s definitive Proxy Statement relating to its 2012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K. 2

~~Table~~iGo, ~~of Contents~~Inc.

~~iGo,~~FORM ~~Inc.~~ 10-K

~~FORM~~TABLE ~~10-K~~OF CONTENTS

TABLE OF CONTENTS

		Page

PART I

Item 1.	Business	5
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	25
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	61
Item 9A.	Controls and Procedures	61
Item 9B.	Other Information	61

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	63
Item 11.	Executive Compensation	63
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
Item 14.	Principal Accounting Fees and Services	63

PART IV

Item 15.	Exhibits and Financial Statement Schedules	63

Signatures		65

		Page
PART I
Item 1.	Business		4
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		21
Item 2.	Properties		22
Item 3.	Legal Proceedings		22
Item 4.	Mine Safety Disclosures		22
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
Item 6.	Selected Financial Data		23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 8.	Financial Statements and Supplementary Data		36
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		63
Item 9A.	Controls and Procedures		63
Item 9B.	Other Information		63
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		65
Item 11.	Executive Compensation		65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		65
Item 13.	Certain Relationships and Related Transactions, and Director Independence		65
Item 14.	Principal Accounting Fees and Services		65
PART IV
Item 15.	Exhibits and Financial Statement Schedules		65
Signatures			66

2DISCLOSURE CONCERNING FORWARD-LOOKING STATEMENTS

~~Table~~This report contains statements that constitute "forward-looking statements" within the meaning of ~~Contents~~Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "expect," "anticipate," “estimate” and other similar statements of expectations identify forward-looking statements. Forward-looking statements in this report can be found in the “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data” sections as well as other sections of this report and include, without limitation, statements concerning our expectations regarding our anticipated revenue, costs, cash flows, gross profit, gross margins, operating efficiencies, and related expenses for 2014; the Company’s new dependence on Incipio Technologies, Inc., a California corporation (the “ Licensee”),and its ability to expand and diversify the customer base and product offerings for our products; fluctuations in the Company’s operating results because of: the timing of new product and technology introductions and product enhancements relative to the Company’s competitors, market acceptance of our products, the ability of Licensee to effectively manage the manufacture, sales and distribution of our products, product defects and other product quality problems, the degree and rate of growth in the markets for our products and the accompanying demand for our products; the Company’s reliance on and the risk relating to outsourced manufacturing fulfillment of our products to Licensee; our expectations regarding our strategy, including but not limited to, our intentions to expand the market availability and broaden the distribution base of our products, thus decreasing our reliance on sales to Wal-Mart; our beliefs regarding the market need for our products, the expected sources, availability and sufficiency of cash and liquidity; expected market and industry trends; our expectations regarding the success of new product introductions; our efforts to continue to reduce costs while retaining and pursuing existing and new customer relationships; our expectations about competition; trends in key operating metrics, including days outstanding in accounts receivable and inventory turns; the results of future tax audits and tax settlements; the realization of our deferred tax asset and the outcome of uncertain tax positions; the recognition of unrecognized equity compensation cost; other initiatives, including plans for internal product development, sourcing products from third-parties, joint marketing ventures, product bundling, expanding our distribution beyond consumer retail by selling products into additional distribution channels and the resulting positive impact on our revenue and earnings of these initiatives; our intention to retain cash balances in the United Kingdom; the possible disposition of assets; the possibility that we may attempt to access a credit facility; our intention and ability to hold marketable securities to maturity; our intentions about employing hedging strategies; and our expectations regarding the outcome and anticipated impact of various legal proceedings in which we may be involved; volatility in our stock price; illiquidity of our stock; concentration of stock ownership among our executive officers and principal stockholders; provisions in our certificate of incorporation, bylaws and Delaware law, as well as our stockholder rights plan, that could make a proposed acquisition of the Company more difficult; and dilution resulting from potential future stock issuances.

~~DISCLOSURE~~These ~~CONCERNING~~forward-looking ~~FORWARD~~statements are based largely on our management's expectations and involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-~~LOOKING~~looking ~~STATEMENTS~~statements. Factors that could cause or contribute to such differences include those discussed herein under the heading “Risk Factors” and those set forth in other sections of this report and in other reports that we file with the Securities and Exchange Commission.

~~This~~In ~~report~~light ~~contains statements that constitute “forward-looking statements” within the meaning~~ of ~~Section 21E~~these ofrisks ~~the Securities~~and ~~Exchange Act of 1934~~uncertainties, asthere ~~amended~~can ~~(the~~be ~~“Exchange~~no ~~Act”).~~assurance ~~The~~that ~~words~~the ~~“believe,” “expect,” “anticipate,” “estimate” and other similar statements of expectations identify~~ forward-looking ~~statements.~~ ~~Forward-looking~~ statements incontained ~~this report can be found~~ in the “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data” sections as well as other sections of this report and include, without limitation, statements concerning our expectations regarding our anticipated revenue, cash flows, gross profit, gross margins, operating efficiencies, and related expenses for 2012; expectation regarding our strategy, including but not limited to, our intentions to introduce innovative power, battery, audio and protection products, to expand our line of cases, skins, screen protectors and similar products, to develop relationships with a broader set of retailers, to develop and market a broad range of differentiated power and complementary products that address additional markets in which we choose to compete, and to expand the market availability of our iGo, iGo Green and Aerial7 branded products; expectations regarding future customer product orders; our anticipated ability to broaden our distribution base, thus decreasing our dependence on sales to Wal-Mart and RadioShack; beliefs relating to our competitive advantages and the market need for our products; our belief that our present vendors have sufficient capacity to meet our supply requirements; the expected sources, availability and sufficiency of cash and liquidity; expected market and industry trends; beliefs relating to our distribution capabilities and brand identity; expectations regarding the success of new product introductions; the anticipated strength, and ability to protect, our intellectual property portfolio; our expectation that a small number of customers will ~~continue~~prove to ~~represent a substantial percentage of our sales including specifically, but not limited to, Wal-Mart and RadioShack; expectations about inventory levels we will~~ be ~~required~~accurate. toWe ~~maintain and~~undertake ~~future~~no ~~sales~~obligation ~~returns; our expectations about competition; trends in key operating metrics, including days outstanding in accounts receivable and inventory turns; our ability~~ to ~~meet~~publicly ~~the~~update minimum listing requirements to remain on The NASDAQ Capital Market and our intentions relating thereto; the sufficiency of our receivables and returns reserves; the sufficiency of our facilities; that our products will increasingly be subject to infringement claims; the future recognition of deferred revenue; the results of future tax audits and tax settlements; the realizability of our deferred tax asset and the outcome of uncertain tax positions; future payments to suppliers for letters of authorization; the possibility that we may issue additional shares of stock or ~~attempt~~revise toany access a credit facility; our intention and ability to hold marketable securities to maturity; our intentions about employing hedging strategies; that we may repurchase shares of our common stock; and our expectations regarding the outcome and anticipated impact of various legal proceedings in which we may be involved. These forward-looking statements ~~are based largely on our management’s expectations and involve known and unknown risks~~, ~~uncertainties~~ ~~and~~or ~~other~~any ~~factors~~facts, ~~which may cause our actual results~~events, ~~performance, achievements,~~ or ~~industry~~circumstances ~~results,~~after tothe bedate ~~materially~~hereof ~~different~~that ~~from~~may ~~any~~bear ~~future~~upon ~~results, performance or achievements expressed or implied by such~~ forward-looking statements. Factors that could cause or contribute to such differences include those discussed herein under the heading “Risk Factors” and those set forth in other sections of this report and in other reports that we file with the Securities and Exchange Commission.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will prove to be accurate. We undertake no obligation to publicly update or revise any forward-looking statements, or any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. 4

~~iGo®,~~PART iGo Green®, Adapt Mobile® and Aerial7® are registered trademarks of iGo, Inc. or its subsidiaries in the United States and other countries. Other names and brands may be claimed as the property of others. I

3Item 1. Business

~~Table~~Our ~~of Contents~~Company

~~PART~~iGo, IInc. (together with its subsidiaries, "iGo", “we”, the “Company”, and “our”) design and develop products that make mobile electronic devices more efficient and cost effective, thus allowing professionals and other consumers to better utilize their mobile devices and access information more readily. Our current product offering primarily consists of power, batteries, audio and protection solutions for mobile electronic devices.

~~Item 1~~We have historically generated the majority of our revenue from the sale of chargers for laptops. ~~Business~~However, consumers are increasingly using smartphones and tablets as their primary mobile electronic devices. As a result of this shift, we have seen increased competition and a decline in demand for our power products from our traditional customer base as well as increased competition from retail customers who offer traditional power products under their own private-label brands. Although we expanded our offering of products beyond our traditional power products to include a variety of accessories to support the increased utilization of smartphones and tablets, including audio and protection products, the revenue generated from the sales of these products did not offset the decline in revenue from historical sales of our traditional power products. Therefore, we intend to transition our product offering away from audio, batteries, and protection, and re-emphasize our focus on power products.

In August 2013, we began a comprehensive, strategic review of our business in light of declining revenue and margins, continuing operating losses and cash usage. Our ~~Company~~goal was to determine how to continue to operate the business while taking steps to reduce operating expenses, reduce and/or eliminate operating losses and improve cash flow.

~~Our~~Effective ~~vision~~October is1, to2013, beas a ~~globally~~cost ~~leading~~reduction mobile accessories company by providing premium power solutions for laptop computers and electronic mobile devices that elevate the mobile consumer experience across all pursuits and passions. The mobile electronic device market changes rapidly as consumers increasingly integrate smartphones and tablets into their daily business and personal routines. In response to these market dynamicsmeasure, we ~~have~~executed ~~expanded~~a ~~our~~management ~~product~~services ~~offerings~~agreement ~~beyond~~with ~~traditional~~SP ~~laptop~~Corporate ~~battery chargers to include an array of accessories to support the increased utilization of smartphones and tablets~~Services, ~~including~~LLC ~~audio,~~(“SP ~~device protection, and battery products~~Corporate”). ~~Increased functionality and the ability to access and manage information remotely are driving the proliferation of mobile electronic devices and applications.~~ The ~~popularity~~management ofservices ~~these devices is increasing due to reductions in size~~agreement, ~~weight,~~as ~~cost~~approved ~~and~~by ~~because~~our ofindependent ~~improvements in functionality~~directors, ~~storage~~allowed ~~capacity~~us ~~and~~to ~~reliability.~~reduce ~~Each~~our ofoperating ~~these~~expenses ~~devices~~by ~~needs~~consolidating toexecutive ~~be powered~~positions and ~~connected~~by ~~when~~using in the ~~home,~~services inof ~~the~~SP ~~office, or on the road, and can be accessorized, representing opportunities~~ Corporate for ~~one~~administrative orfunctions ~~more~~on ofa ~~our~~shared ~~products.~~services model.

WeIn ~~design~~November ~~and~~2013, ~~develop~~we ~~products~~announced ~~that~~our ~~make~~intention ~~mobile~~to ~~electronic~~voluntarily ~~devices~~delist ~~more~~our ~~efficient~~common stock from The NASDAQ Stock Market (“NASDAQ”) and ~~cost~~to ~~effective~~deregister our common stock under the Securities Exchange Act of 1934, ~~thus~~as ~~enabling~~amended ~~professionals~~(the ~~and~~“Exchange ~~consumers~~Act”). ~~higher~~Both ~~utilization~~decisions were made after a review of ~~their~~the ~~mobile~~benefits ~~devices~~from a NASDAQ listing and registration of our common stock under the ~~ability~~ Exchange Act, respectively, as compared to ~~access~~the ~~information~~costs ~~more~~of ~~readily~~such activities. ~~Our~~On ~~current~~November ~~product~~22, ~~offering~~2013, ~~primarily~~we ~~consists~~filed a Form 25 with the Securities and Exchange Commission to voluntarily delist our common stock from NASDAQ and deregister our common stock under Section 12(b) of ~~power~~the Exchange Act. On December 18, ~~batteries~~2013, ~~audio~~we ~~and~~filed ~~protection~~a ~~solutions~~Form ~~for~~15 ~~mobile~~with ~~electronic~~the ~~devices,~~Securities and weExchange ~~intend~~Commission to ~~continue~~voluntarily toderegister ~~introduce~~our ~~new~~common ~~accessories~~stock ~~for~~under ~~mobile~~Section ~~electronic devices.~~12(g) of the Exchange Act.

~~Power~~In December 2013, we signed an inventory Purchase and License Agreement (the “License Agreement”) with Incipio Technologies, Inc., (the “Licensee”) pursuant to which Licensee will manage the manufacture, sales and distribution of our iGo© branded line of battery, charger and power supply products and accessories, and other future products that may be developed by us or Licensee. Based on our strategic review, we concluded that the License Agreement would allow us to generate ongoing revenue while minimizing operating expenses and working capital. We are currently taking steps for the implementation of the License Agreement. We expect to substantially complete these activities in the first quarter of 2014. While our mission and identity will remain unchanged, we expect the breadth and reach of the Company to be significantly enhanced through the License Agreement. We expect Licensee to effectively promote and strengthen our brand and add new distributors.

~~Power~~Concurrent ~~management,~~with ~~which~~the ~~remains~~execution ~~our~~of ~~core~~the ~~product~~License ~~line~~Agreement, ~~includes~~we ~~portable~~determined ~~power,~~that ~~device~~certain ~~power,~~of ~~and~~our ~~laptop~~battery, ~~power~~audio ~~solutions.~~and ~~These~~protection products ~~utilize~~were ~~our~~not ~~proprietary~~generating ~~iGo~~sufficient ~~Green®~~revenue ~~technology,~~and ~~which~~margins ~~reduces energy consumption~~ and ~~almost~~decided ~~completely~~that ~~eliminates~~we ~~standby~~will ~~power.~~no Welonger ~~continually~~offer ~~strive to~~such ~~bring~~products toonce ~~market~~we ~~high~~have ~~quality,~~fulfilled ~~uniquely~~existing ~~differentiated~~orders ~~power solutions that meet our customers’ needs~~ and ~~exceed~~depleted ~~their~~current ~~expectations~~stock.

~~Batteries~~In concert with the processes described above we have reduced headcount, terminated contractor and supplier agreements, and determined that we will no longer need to lease our current office building in Scottsdale, Arizona, as our ongoing functions will be supported by a combination of SP Corporate and our Licensee. The lease will expire in April 2014.

Through our relationship with Pure Energy Solutions (“Pure Energy”), we are the exclusive marketer and distributor of Pure Energy’s patented rechargeable alkaline (RAMcell) batteries to retailers worldwide (excluding China) with non-exclusive distribution rights in Africa. RAMcell batteries are pre-charged and hold a charge for up to seven years. Approximately three billion single-use alkaline batteries are sold annually in the United States. RAMcell batteries provide users an environmentally friendly, cost-effective alternative to disposable alkaline batteries. We believe that RAMcell batteries and related battery chargers are complementary to our power-saving technology and contribute to lower levels of electronic waste. 5

~~Audio~~Upon implementation, the Company will no longer manufacture and distribute its product lines. The Licensee will handle all aspects of selling and distributing the substantial majority of the Company’s remaining inventory as well as future procurement, distribution and sale of iGo branded products. The Company will generate future revenue through license fees earned from Licensee under the terms of the License Agreement.

As a result of our acquisition of Aerial7 in 2010, we offer a line of earbuds and headphones. As mobile phones have evolved into smartphones and new portable media devices capable of playing music and video, many consumers utilize a variety of mobile electronic devices for both communication and entertainment purposes. Our audio products are designed to provide enhanced sound quality compared to competitive products at similar price points. They also offer consumers the ability to both communicate with others via an integrated microphone that can be used with a portable computer, mobile phone, computer or other portable media device as well as the ability to listen to music or video from these devices. In addition to delivering quality sound output, our line of audio products is designed to appeal to the fashion sense of consumers, allowing them to express their unique and personal style through their mobile electronic devices. Currently, our audio products are offered primarily through lifestyle and music retailers around the world. We intend, however, to expand our line of audio products and increase its distribution through global, broad-based consumer electronics retailers as well. Power

4Power management, which remains our core product line, includes portable power, device power, and laptop power solutions. We continually strive to bring to market high quality, uniquely differentiated power solutions that meet our customers’ needs and exceed their expectations.

~~Table of Contents~~Batteries

~~Protection~~Since June 2011, through our relationship with Pure Energy Solutions (“Pure Energy”), we have been the exclusive marketer and distributor of Pure Energy’s patented rechargeable alkaline (RAMcell) batteries to retailers worldwide (excluding China) with non-exclusive distribution rights in Africa. RAMcell batteries are pre-charged and hold a charge for up to seven years. Approximately three billion single-use alkaline batteries are sold annually in the United States. RAMcell batteries provide users an environmentally friendly, cost-effective alternative to disposable alkaline batteries. However, as a result of directing our focus primarily toward power products, we do not expect batteries and related battery chargers to provide a significant contribution to revenue in the future, and we do not plan to offer such products for sale once we deplete existing inventories.

As a result of our acquisition of Adapt in 2010, we also offer a line of skins, cases and screen protectors for mobile electronic devices. Consumers value the protection of their mobile electronic devices as they rely on them heavily in their daily lives to both connect with others and store information. Consumers also view our protection products as a way to express personal fashion and style, much like they do with our audio products, clothing and other personal accessories. Our line of protection products is designed to meet both of these consumer needs by providing consumers with a high degree of protection and a unique, fashionable design that fits their personal styles. Currently, we offer our cases, skins, screen protectors and other similar products primarily in Europe. Audio

~~Our~~As ~~ability~~a toresult ~~execute~~of ~~successfully~~our onacquisition ~~our~~of ~~near~~Aerial7 in 2010, we have offered a line of earbuds and ~~long-term~~headphones. ~~objectives~~As ~~depends~~mobile ~~largely~~phones onevolved ~~general~~into ~~market~~smartphones ~~acceptance~~and new portable media devices capable of ~~our~~playing ~~power~~music and video, ~~protection~~many consumers utilize a variety of mobile electronic devices for both communication and entertainment purposes. Our audio products have been designed to provide enhanced sound quality compared to competitive products at similar price points. They have offered consumers the ability to both communicate with others via an integrated microphone that can be used with a portable computer, ~~our~~mobile phone, computer or other portable media device as well as the ability to ~~differentiate~~listen ~~our~~to ~~product attributes~~music or video from ~~our~~these ~~competitors~~devices. In addition to delivering quality sound output, our ~~ability~~line of audio products have been designed to ~~generate~~appeal ~~additional~~to ~~major~~the ~~customers~~fashion sense of consumers, allowing them to express their unique and ~~general~~personal ~~economic~~style ~~conditions.~~through ~~Additionally~~their mobile electronic devices, weOur ~~must~~audio ~~execute~~products onhave been offered primarily through lifestyle and music retailers around the ~~customer~~world. ~~relationships~~However, ~~that~~as a result of directing our focus primarily toward power products, we ~~have~~do ~~developed~~not ~~and~~expect ~~continue~~audio products to ~~design,~~provide ~~develop,~~a ~~manufacture~~significant ~~and market~~contribution ~~new~~to ~~and~~revenue ~~innovative~~in ~~technology~~the future, and ~~products~~we ~~that~~do ~~are~~not ~~embraced~~plan byto ~~these~~offer ~~customers~~such ~~and~~products byfor ~~the~~sale ~~overall~~once ~~market.~~we deplete existing inventories.

~~Company History~~ Protection

~~Igo,~~As ~~Inc.~~a ~~(together~~result ~~with~~of ~~its~~our ~~subsidiaries,~~acquisition ~~“iGo”~~of Adapt in 2010, “we” oralso ~~the~~offer ~~“Company”)~~a ~~was~~line ~~formed~~of asskins, ~~a limited~~cases ~~liability~~and ~~company~~screen ~~under~~protectors ~~the~~for ~~laws~~mobile ofelectronic devices. Consumers value the ~~State~~protection of ~~Delaware~~their mobile electronic devices as they rely on them heavily in ~~May~~their ~~1995,~~daily lives to both connect with others and ~~was~~store ~~converted~~information. toConsumers aalso ~~Delaware~~view ~~corporation~~our byprotection aproducts ~~merger~~as ~~effected~~a inway ~~August~~to ~~1996,~~express inpersonal ~~which~~fashion weand ~~were~~style, ~~the~~much ~~surviving~~like ~~entity.~~they Wedo ~~changed~~with our ~~name~~audio ~~from~~products, ~~Electronics~~clothing ~~Accessory Specialists~~and ~~International,~~other ~~Inc~~personal accessories. Our line of protection products was designed to ~~Mobility~~meet ~~Electronics,~~both ~~Inc.~~of onthese ~~July 23,~~consumer ~~1998~~needs by providing consumers with a high degree of protection and ona ~~May 21~~unique, ~~2008~~fashionable wedesign ~~changed~~that fits their personal styles. However, as a result of directing our ~~name~~focus toprimarily ~~iGo~~toward power products, ~~Inc.~~we ~~Our~~do ~~principal~~not ~~executive~~expect ~~office~~protection isproducts ~~located~~to atprovide ~~17800~~a N.significant ~~Perimeter~~contribution ~~Drive,~~to ~~Suite~~revenue ~~200,~~in ~~Scottsdale,~~the ~~Arizona 85255~~future, and ~~our~~we ~~telephone~~do ~~number~~not isplan ~~(480) 596-0061.~~to offer such products for sale once we deplete existing inventories.

~~Available~~Company ~~Information~~ History

~~Our~~iGo ~~website~~was isformed ~~www.igo.com.~~as ~~Information~~a onlimited ~~our~~liability ~~website~~company isunder ~~not~~the ~~incorporated~~laws ~~by reference into this Form 10-K and should not be considered part~~ of ~~this report or any other filing we make with~~ the ~~SEC.~~State Weof ~~file~~Delaware ~~annual,~~in ~~quarterly~~May ~~and current reports~~1995, ~~proxy statements~~ and ~~other~~was ~~information~~converted ~~with~~to ~~the~~a ~~Securities~~Delaware ~~and~~corporation ~~Exchange~~by ~~Commission. Through~~ a ~~link~~merger oneffected ~~the~~in ~~Investor~~August ~~Relations~~1996, ~~section~~in ofwhich ~~the corporate page of our website,~~ we ~~make~~were ~~available~~ the ~~following~~surviving ~~filings~~entity. asWe ~~soon~~changed asour ~~reasonably~~name ~~practicable~~from ~~after~~Electronics ~~they~~Accessory ~~are~~Specialists ~~electronically~~International, ~~filed~~Inc. ~~with or furnished~~ to ~~the~~Mobility ~~SEC:~~Electronics, ~~our~~Inc. ~~Annual Report~~ on ~~Form~~July ~~10-K~~23, ~~Quarterly~~1998 ~~Reports~~and on ~~Form~~May ~~10-Q~~21, ~~Current Reports~~2008 onwe ~~Form~~changed ~~8-K,~~our ~~and~~name ~~any~~to ~~amendments~~iGo, toInc. ~~those~~Our ~~reports~~principal ~~filed~~executive oroffice ~~furnished~~is ~~pursuant~~located toat ~~Section 13(a)~~17800 orN. ~~15(d)~~Perimeter ofDrive, ~~the~~Suite ~~Exchange~~200, ~~Act.~~Scottsdale, ~~All~~Arizona ~~such~~85255, ~~filings~~and ~~are~~our ~~available~~telephone ~~free~~number ofis ~~charge.~~(480) 596-0061.

~~Our Industry~~ 6

~~Over~~Available the past two decades, technological advancements in the electronics industry have greatly expanded mobile device capabilities. Mobile electronic devices, which are used extensively for both business and personal purposes, include portable computers, tablets, smartphones and other portable media devices. The popularity of these devices is benefiting from reductions in size, weight and cost and improvements in functionality, storage capacity and reliability. In addition, advances in wireless technology have enabled remote access to data networks and the Internet. Information

~~Increased~~Our ~~functionality~~website ~~and~~is ~~the~~www.igo.com. ~~ability~~Information toon ~~access~~our ~~and~~website ~~manage~~is ~~information~~not ~~remotely~~incorporated ~~are~~by ~~driving~~reference ~~the~~into ~~proliferation~~ this Form 10-K and should not be considered part of ~~mobile~~this ~~electronic~~report ~~devices~~or ~~and~~any ~~applications.~~other Asfiling ~~the~~we ~~work~~make ~~force~~with ~~becomes~~the ~~more~~Securities ~~mobile~~Exchange ~~and~~Commission ~~spends~~(the ~~more~~“SEC”). ~~time~~We ~~away~~file ~~from~~annual, ~~traditional~~quarterly ~~work~~and ~~settings~~current reports, ~~users~~proxy ~~have~~statements ~~sought~~and ~~out~~other information with the Securities and ~~become~~Exchange ~~reliant~~Commission. Through a link on ~~tools~~the ~~that~~Investor ~~provide~~Relations ~~management~~section of ~~critical~~the ~~information~~corporate ~~and access~~page toof ~~wireless~~our ~~voice~~website, ~~and~~we ~~data~~make ~~networks.~~available ~~Each~~the offollowing ~~these~~filings ~~mobile~~as ~~electronic~~soon ~~devices~~as ~~needs~~reasonably topracticable beafter ~~powered~~they ~~and~~are ~~connected~~electronically ~~when~~filed with or furnished to the ~~user~~SEC: isour inAnnual ~~his~~Report ~~home~~on Form 10-K, inQuarterly ~~the~~Reports ~~office~~on Form 10-Q, orCurrent ~~while~~Reports ~~travelling~~on Form 8-K, and ~~can~~any beamendments ~~accessorized,~~to ~~representing~~those anreports ~~opportunity~~filed ~~for~~or ~~one~~furnished pursuant to Section 13(a) or ~~more~~ 15(d) of ~~our~~the ~~products~~Exchange Act. All such filings are available free of charge.

AsOn ~~mobile~~November ~~electronic~~22, ~~devices~~2013, ~~gain~~we ~~widespread~~filed ~~acceptance,~~a ~~users~~Form ~~will~~25 ~~continue~~with the SEC to ~~confront~~voluntarily ~~limitations~~delist ~~on their~~our ~~use~~common stock from NASDAQ and deregister our common stock under Section 12(b) of the Exchange Act. Both decisions were made after a review of the benefits from a NASDAQ listing and registration of our common stock under the Exchange Act, ~~driven~~respectively, byas compared to the costs of such ~~things~~activities. asOn ~~battery~~December ~~life~~18, ~~charging flexibility~~2013, ~~damage~~we ~~from~~filed ~~daily~~a ~~usage,~~Form ~~access~~15 with the SEC to ~~audio~~voluntarily ~~and~~deregister ~~visual~~our ~~capabilities~~common stock under Section 12(g) of the Exchange Act. Our obligation to file periodic reports, ~~compatibility~~such ~~issues~~as Annual Reports on Form 10-K, ~~data~~Quarterly ~~input~~Reports ~~challenges~~on Form 10-Q and ~~performance~~Current ~~requirements.~~Reports ~~Furthermore~~on Form 8-K, asunder ~~users~~Section ~~seek~~13(a) toof ~~manage multiple~~the ~~devices~~Exchange inAct ~~their~~was ~~daily~~suspended ~~routine~~upon the filing of the Form 15 under Section 12(g) of the Exchange Act. The deregistration under Section 12(g) of the Exchange Act was effective as of March 18, 2014, 90 days after the ~~limitations~~filing of ~~any~~the ~~one~~Form 15 under Section 12(g) of ~~these~~the ~~functions~~Exchange ~~may~~Act, beat ~~exacerbated.~~which time our other filing requirements under Section 13(a) of the Exchange Act terminated.

~~Mobile~~As ~~electronic device~~of ~~users~~January ~~usually~~1, ~~require~~2014, ~~the~~we ~~use~~had ofless ~~their~~than ~~devices~~300 ~~while~~holders ~~away~~of ~~from~~record ~~their~~of ~~home~~its orsecurities, ~~office.~~as ~~Many~~determined ofpursuant ~~these~~to ~~mobile~~Rule ~~devices~~12g5-1 ~~have~~promulgated ~~limited~~under ~~battery~~the ~~life~~Exchange Act. Accordingly, ~~which~~we ~~results~~expect inthat ~~the~~our ~~need~~obligation to ~~frequently~~file ~~connect~~periodic toreports aunder ~~power~~Section ~~source~~15(d) toof ~~operate~~ the ~~device~~Exchange orAct ~~recharge~~ will also be suspended upon the ~~battery~~filing of this 2013 Annual Report on Form 10-K. AWe ~~number~~have no intention of ~~factors~~continuing ~~limit~~to ~~the~~file ~~efficient~~periodic ~~use~~reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and ~~charging~~Current Reports on Form 8-K under Exchange Act once our obligations to do so under Sections 13(a) and 15(d) of ~~these~~the ~~devices:~~Exchange Act are terminated or otherwise suspended.

5Our Industry

~~Table~~Over the past two decades, technological advancements in the electronics industry have greatly expanded mobile device capabilities. Mobile electronic devices, which are used extensively for both business and personal purposes, include portable computers, tablets, smartphones and other portable media devices. The popularity of ~~Contents~~these devices is benefiting from reductions in size, weight and cost and improvements in functionality, storage capacity and reliability. In addition, advances in wireless technology have enabled remote access to data networks and the Internet.

•Increased functionality and the ~~majority~~ability ofto ~~chargers~~access and manage information remotely are ~~model-specific~~driving the proliferation of mobile electronic devices and applications. As the work force becomes more mobile and spends more time away from traditional work settings, ~~requiring~~users ahave sought out and become reliant on tools that provide management of critical information and access to wireless voice and data networks. Each of these mobile ~~user~~electronic devices needs to ~~carry~~be apowered ~~dedicated~~and ~~charger~~connected when the user is in his home, in the office, or while travelling, and can be accessorized, representing an opportunity for ~~each~~one ~~device;~~or more of our products.

•As mobile electronic devices ~~are~~gain ~~generally~~widespread ~~sold~~acceptance, ~~with~~users ~~only~~will ~~one~~continue ~~charger~~to confront limitations on their use, ~~forcing~~driven ~~many~~by ~~users~~such things as battery life, charging flexibility, damage from daily usage, access to ~~purchase~~audio ~~additional~~and ~~chargers~~visual ~~for~~capabilities, ~~convenience~~compatibility issues, data input challenges and ~~ease~~performance requirements. Furthermore, as users seek to manage multiple devices in their daily routine, the limitations of ~~use;~~any ~~and~~one of these functions may be exacerbated.

•Mobile ~~mobile~~ electronic device users ~~tend~~usually torequire ~~carry~~the ~~multiple~~use of their devices ~~and~~while ataway ~~times~~from ~~only~~their ~~one~~home ~~power~~or ~~source~~office. isMany ~~available~~of these mobile devices have limited battery life, ~~limiting~~which results in the need to frequently connect to a ~~user’s~~power ~~ability~~source to ~~recharge~~operate ~~multiple~~the ~~devices~~device ~~simultaneously~~or recharge the battery. A number of factors limit the efficient use and charging of these devices:

~~The~~● ~~daily~~the ~~usage~~majority of ~~mobile~~chargers ~~electronic~~are ~~devices frequently causes cosmetic damage to~~model-specific, ~~and~~requiring ~~sometimes impairs the functionality of, these devices. As~~ a ~~result, consumers are increasingly searching for ways to protect their~~ mobile ~~electronic~~user ~~devices and often wish~~ to docarry ~~so in~~ a ~~manner~~dedicated ~~that’s~~charger ~~aesthetically pleasing. These needs have created a growing market opportunity~~ for ~~fashionable~~each ~~protective cases and screens for mobile electronic devices, particularly with respect to higher end products like iPhones®, iPads® and other portable media devices.~~ device;

~~The increased~~● ~~functionality~~mobile ofelectronic ~~smartphones and portable media~~ devices, ~~including features such as enhanced audio- and video-playing capabilities, has increased the need for audio accessories like headphones and speakers. Consumers~~ are ~~also~~generally ~~demanding more~~sold ~~functionality~~with ~~from~~only ~~these~~one ~~audio accessories~~charger, ~~including~~forcing ~~high-quality~~many ~~sound~~users ~~output, volume controls and communication capabilities, such as an in-line microphone, that allow the consumer~~ to ~~not~~purchase ~~only~~additional ~~hear,~~chargers ~~but~~for ~~also~~convenience ~~communicate with others. In addition to increased functionality, consumers also desire audio accessories that are fashionable~~ and ~~reflect~~ease ~~their~~of ~~personal~~use; ~~tastes. These consumer demands provide a market opportunity for high-quality, fashionable headphones.~~ and

~~Our~~● ~~Strategy~~mobile electronic device users tend to carry multiple devices and at times only one power source is available, limiting a user's ability to recharge multiple devices simultaneously.

We intend to capitalize on our current strategic position in the mobile electronic device market by continuing to introduce innovative power, battery, audio and protection products that suit the needs of a broad range of users of these devices. It is our goal is to attach our products and technology to every mobile electronic device and to be a market leader in providing unique and innovative solutions for mobile users. Elements of our strategy include the following: 7

~~Continue~~The Todaily ~~Develop~~usage ~~Innovative~~of ~~Products.~~mobile Weelectronic ~~have~~devices afrequently ~~history~~causes ofcosmetic ~~designing~~damage to, and ~~developing~~sometimes ~~differentiated~~impairs ~~products~~the tofunctionality ~~serve~~of, ~~the needs~~these ~~and~~devices. ~~enhance~~As ~~the~~a ~~experience~~result, ofconsumers are increasingly searching for ways to protect their mobile electronic ~~device~~devices ~~users.~~and Weoften ~~intend~~wish to ~~continue~~do toso ~~develop~~in ~~and~~a ~~market~~manner that’s aesthetically pleasing. These needs have created a ~~broad~~growing ~~range~~market ofopportunity ~~differentiated~~for ~~power~~fashionable ~~and~~protective ~~complementary~~cases ~~products~~and ~~that~~screens ~~address~~for ~~additional~~mobile ~~markets~~electronic indevices, ~~which~~particularly wewith ~~choose~~respect to ~~compete.~~higher end products like iPhones®, iPads® and other portable media devices.

~~Broaden~~The ~~Distribution~~increased functionality of ~~Our~~smartphones ~~Products.~~and Toportable ~~expand~~media ~~the~~devices, ~~market~~including ~~availability~~features ofsuch ~~our~~as ~~products,~~enhanced weaudio- ~~plan~~and ~~to develop~~video-playing ~~relationships~~capabilities, ~~with~~has aincreased ~~broader~~the ~~set~~need offor ~~retailers~~audio accessories like headphones and ~~wireless~~speakers. ~~carriers,~~Consumers ~~some~~are ofalso ~~whom~~demanding ~~may~~more befunctionality ~~served~~from ~~through~~these ~~distribution~~audio ~~partners.~~accessories, Weincluding ~~expect~~high-quality ~~that~~sound ~~these~~output, ~~relationships~~volume ~~will~~controls ~~allow~~and uscommunication tocapabilities, ~~diversify~~such ~~our~~as ~~customer~~an ~~base~~in-line microphone, ~~create~~that aallow ~~predictable~~the ~~revenue stream~~consumer ~~and~~to ~~decrease~~not ~~our~~only ~~traditional~~hear, ~~reliance~~but ~~upon~~also acommunicate ~~limited~~with ~~number~~others. ofIn ~~private~~addition ~~label~~to ~~resellers.~~increased Wefunctionality, consumers also ~~expect~~desire ~~that~~audio ~~these~~accessories ~~relationships~~that ~~will~~are ~~significantly~~fashionable ~~increase~~and ~~the~~reflect ~~availability~~their ~~and~~personal ~~exposure~~tastes. ofThese ~~our~~consumer ~~products,~~demands ~~particularly~~have ~~among~~resulted ~~large~~in ~~national~~an ~~and international~~expanded ~~retailers~~demand ~~and~~for ~~wireless~~high-quality, ~~carriers.~~fashionable headphones.

Our ~~Products~~Strategy ~~and Solutions~~

~~Power.~~ Historically, ~~the majority of~~ our ~~business~~strategy ~~was~~focused ~~derived~~on ~~from~~capitalizing ~~the~~on ~~sale~~our ofstrategic ~~chargers~~position ~~for~~in ~~laptops which are frequently referred to as “high-power” products. However,~~ the mobile electronic device market ~~changes~~by ~~rapidly~~introducing ~~and~~innovative ~~has recently seen increased consumer adoption and use of smartphones and tablets that require comparatively lower~~ power, ~~but long-lasting~~battery, ~~charges~~audio ~~from “device-power” chargers~~ and ~~other~~protection products. Wethat ~~continue~~suited tothe ~~offer~~needs of a broad range of ~~traditional~~users ~~high-power~~of ~~solutions~~these ~~for~~devices. ~~laptops~~Historically, ~~and~~it inwas ~~response~~our togoal ~~market~~is ~~dynamics~~to ~~have~~attach ~~added,~~our products and ~~continue~~technology to ~~add,~~every ~~device-power solutions for other~~ mobile electronic ~~devices.~~device ~~Overall~~and ~~sales~~to ofbe ~~power~~a ~~products~~market ~~represented~~leader ~~approximately~~in ~~81%,~~providing ~~79%~~unique and ~~94%~~innovative ofsolutions ~~our total revenue~~ for ~~the~~mobile ~~years ended December 31, 2012, 2011 and 2010, respectively~~users.

~~Batteries.~~In ~~Through~~August ~~our~~2013, ~~relationship~~we ~~with~~began ~~Pure~~a ~~Energy~~comprehensive, westrategic ~~are~~review ~~the~~of ~~exclusive~~our ~~marketer~~business ~~and~~in ~~distributor~~light of ~~Pure~~declining ~~Energy’s RAMcell~~revenue ~~batteries~~and tomargins, ~~retailers~~continuing ~~worldwide~~operating ~~(excluding~~losses ~~China)~~and ~~with~~cash ~~non-exclusive~~usage. ~~distribution~~Since ~~rights~~then, inour ~~Africa.~~strategy ~~RAMcell~~has ~~batteries~~been ~~are~~to ~~pre-charged~~determine ~~and~~how ~~hold~~to acontinue ~~charge~~to ~~for~~operate upthe tobusiness ~~seven~~while ~~years.~~taking ~~Approximately~~steps ~~three~~to ~~billion~~reduce ~~single-use~~operating ~~alkaline~~expenses, ~~batteries~~reduce ~~are sold~~and/or ~~annually~~eliminate inoperating ~~the~~losses ~~United~~and ~~States~~improve cash flow. ~~RAMcell~~Consistent ~~batteries~~with ~~provide~~that ~~users~~strategy and our efforts to significantly reduce overhead and create an ~~environmentally~~ongoing ~~friendly~~revenue stream, ~~cost-effective~~on ~~alternative~~December to23, ~~disposable~~2013, ~~alkaline~~we ~~batteries.~~entered Weinto ~~believe~~an ~~that~~Inventory ~~RAMcell~~Purchase ~~batteries~~ and ~~related~~License ~~battery~~Agreement ~~chargers~~(the ~~are~~“License ~~complementary~~Agreement”) towith ~~our power-saving~~Incipio ~~technology~~Technologies, Inc., a California corporation (“Incipio” and/or ~~contribute~~the to“Licensee”), ~~lower~~whereby ~~levels~~Licensee will manage the manufacture, sales and distribution of ~~electronic~~our ~~waste.~~branded ~~Sales~~line of battery, charger, and power supply products ~~represented~~and ~~approximately~~accessories 7%and other future products that may be developed by us and 5%Licensee of(the ~~our~~“ ~~total~~Licensed ~~revenue~~Products”). ~~for~~We believe the ~~years~~License ~~ended~~Agreement ~~December 31,~~offers ~~2012~~us ~~and~~a ~~December 31~~means to significantly reduce overhead, ~~2011~~consistent with our previous cost-saving decisions, ~~respectively.~~by ~~For~~ transferring to Licensee the ~~year~~costs ~~ended~~of ~~December 31,~~the ~~2010~~manufacture and distribution of our line of products, from which we ~~had~~will noreceive ~~sales~~an ongoing revenue stream in the form of ~~battery~~royalties ~~products~~and/or profit sharing, depending on the product.

6Broaden Distribution of Our Products. We believe the License Agreement offers us a means to broaden our distribution of power products. Through this agreement, the Licensee will manage the distribution of iGO® branded products. We expect that this relationship will allow us to diversify our customer base and broaden our revenue stream as Licensee’s products are sold in over 40,000 retail locations worldwide.

~~Table~~We also expect that this relationship will significantly increase the availability and exposure of ~~Contents~~our power products, particularly among large national and international retailers and wireless carriers.

~~Audio.~~ Our ~~audio~~Products ~~solutions include our line of headphones~~ and portable speakers which allow consumers to use their mobile electronic devices for both entertainment and communication. Our line of audio products offer consumers the ability to both communicate with others via an in-line microphone that can be used with a portable computer, mobile phone or other portable media device, as well the ability to listen to music or video from these devices. Similar to our protection products, our line of audio products is also fashionably designed, allowing consumers to express their unique and personal style. Sales of audio products represented approximately 8%, 11% and 1% of our total revenue for the years ended December 31, 2012, 2011 and 2010, respectively. Solutions

~~Protection~~Power. ~~Our~~Historically, ~~protection~~the ~~solutions,~~majority ~~including~~of ~~cases,~~our ~~skins~~business ~~and~~was ~~protective~~derived ~~screens,~~from ~~utilize~~the ~~innovative~~sale ~~materials~~of ~~and unique~~chargers ~~designs~~for laptops which are frequently referred to ~~protect~~as “high-power” products. However, the mobile electronic ~~devices,~~device ~~while~~market ~~simultaneously~~changes ~~complementing~~rapidly orand ~~enhancing~~has ~~the~~recently ~~design~~seen increased consumer adoption and use of ~~the~~smartphones and tablets that require comparatively lower power, but long-lasting charges from “device-power” chargers and other products. ~~Currently,~~We ~~our~~continue ~~protection~~to offer a range of traditional high-power solutions ~~are~~for ~~primarily~~laptops ~~marketed~~and in ~~Europe~~response to market dynamics have added device-power solutions for other mobile electronic devices. ~~Sales~~Overall sales of ~~protection~~power products represented approximately 282%, 3% and 181% of our total revenue for the years ended December 31, ~~2012,~~2013 ~~2011~~ and ~~2010~~2012, respectively.

~~Other Accessories~~Batteries. ~~Our~~Since ~~other~~June ~~accessories~~2011, ~~solutions~~through ~~primarily~~our ~~include~~relationship ~~portable~~with ~~computer~~Pure ~~stands~~Energy, we have been the exclusive marketer and ~~other~~distributor ~~miscellaneous mobile~~of ~~electronic~~Pure ~~accessories~~Energy’s patented rechargeable alkaline (RAMcell) batteries to retailers worldwide (excluding China) with non-exclusive distribution rights in Africa. RAMcell batteries are pre-charged and hold a charge for up to seven years. Approximately three billion single-use alkaline batteries are sold annually in the United States. RAMcell batteries provide users an environmentally friendly, cost-effective alternative to disposable alkaline batteries. Sales of ~~other~~battery ~~accessory~~ products represented approximately 26%, 2% and 47% of our total revenue for the years ended December 31, 2013 and 2012, ~~2011~~respectively. However, we do not expect batteries and ~~2010~~related battery chargers to provide a significant contribution to revenue in the future, ~~respectively.~~and we do not plan to offer such products for sale once we deplete existing inventories.

~~Sales and Marketing~~ 8

~~We market~~Audio. ~~and~~Our ~~sell~~audio solutions include our line of headphones and portable speakers which allow consumers to use their mobile electronic devices for both entertainment and communication. Our line of audio products onoffer aconsumers ~~worldwide~~the ~~basis~~ability to ~~retailers,~~both ~~resellers~~communicate with others via an in-line microphone that can be used with a portable computer, ~~distributors~~mobile phone or other portable media device, ~~wireless~~as ~~carriers~~well ~~and~~the ~~directly~~ability to ~~end~~listen ~~users~~to ~~through~~music ~~our~~or ~~iGo.com~~video ~~and~~from ~~Aerial7~~these ~~websites~~devices. ~~Our~~Similar ~~sales~~to ~~organization~~our isprotection ~~primarily~~products, ~~aligned~~our ~~with~~line ~~our~~of ~~core~~audio ~~retail~~products ~~and distribution~~is ~~channels~~also ~~and~~fashionably ~~geographies~~designed, ~~throughout~~allowing ~~North~~consumers ~~America,~~to ~~Europe~~express their unique and ~~Asia~~personal style. ~~During~~Sales ~~2012,~~of audio products represented approximately 8910% and 8% of our ~~sales~~total ~~were~~revenue ~~through~~for ~~retailers~~the ~~and~~years ~~distributors~~ended December 31, 2013 and ~~approximately~~2012, 5%respectively. However, as a result of directing our ~~sales~~focus ~~were~~primarily ~~through~~toward ~~private~~power ~~label~~products, ~~resellers~~we do not expect audio products to provide a significant contribution to revenue in the future, and ~~OEMs~~we do not plan to offer such products for sale once we deplete existing inventories.

Protection. Our ~~total~~protection ~~global~~solutions, ~~revenue~~including ~~consisted~~cases, skins and protective screens, utilize innovative materials and unique designs to protect mobile electronic devices, while simultaneously complementing or enhancing the design of the ~~following~~device. ~~regional~~Our ~~results~~protection solutions are primarily marketed in Europe. Sales of protection products represented approximately 1% and 2% of our total revenue for the ~~year~~years ended December 31, ~~2012:~~2013 ~~Americas sales~~and of2012, ~~$24~~respectively.4 ~~million~~However, oras ~~82%~~a result of directing our ~~global~~focus ~~consolidated~~primarily ~~revenue;~~toward ~~European~~power ~~sales~~products, ofwe ~~$4.5~~do ~~million,~~not orexpect ~~15%~~protection ofproducts ~~our~~to ~~global~~provide ~~consolidated~~a significant contribution to revenue; in the future, and ~~Asia~~we ~~Pacific~~do ~~sales~~not ofplan ~~$1.0~~to ~~million,~~offer orsuch 3%products offor ~~our~~sale ~~global~~once ~~consolidated~~we ~~revenue~~deplete existing inventories.

WeOther ~~have~~Accessories. ~~implemented~~Our aother ~~variety~~accessories ofsolutions ~~marketing~~primarily ~~activities~~include toportable ~~market~~computer ~~our~~stands ~~family~~and other miscellaneous mobile electronic accessories. Sales of other accessory products ~~including~~represented ~~participation~~approximately in1%, ~~major~~and ~~trade~~2% ~~shows~~of our total revenue for the years ended December 31, ~~key distribution~~2013 ~~catalogs~~and 2012, ~~distribution~~respectively. ~~promotions~~However, ~~reseller~~as ~~and~~a ~~information~~result ~~technology~~of ~~manager~~directing ~~advertising,~~our ~~on-line~~focus ~~advertising~~primarily ~~and~~toward ~~banner~~power ~~ads~~products, ~~direct~~we ~~mail~~do ~~and~~not ~~bundle~~expect ~~advertisements~~protection ~~with~~products ~~retail~~to ~~and~~provide ~~distribution~~a ~~channel~~significant ~~partners~~contribution to revenue in the future, and ~~cooperative advertising~~we ~~with~~do ~~our~~not ~~retail~~plan ~~partners.~~to offer such products for sale once we deplete existing inventories.

~~Customers~~Sales and Marketing

WeThroughout ~~are~~the ~~dependent~~years ~~upon~~ended aDecember ~~relatively~~31, ~~small~~2013 ~~number~~and of2012, ~~customers~~we ~~for~~have amarketed ~~significant~~and ~~portion~~sold of our ~~revenue,~~products ~~including~~on ~~most~~a ~~notably~~worldwide ~~Wal-Mart~~basis ~~and RadioShack. We intend~~ to ~~develop~~retailers, ~~relationships~~resellers, ~~with~~distributors, awireless ~~broader~~carriers ~~set of retailers~~ and ~~resellers~~directly to ~~expand~~end ~~the~~users ~~market~~through ~~availability of~~ our ~~products~~iGo.com ~~Our~~and ~~goal~~Aerial7 iswebsites. ~~that~~Our ~~these~~sales ~~relationships~~organization ~~will~~was ~~allow~~primarily usaligned towith ~~diversify~~ our ~~customer~~core ~~base,~~retail ~~add stability~~ and ~~decrease~~distribution ~~our~~channels ~~traditional~~and ~~reliance~~geographies ~~upon~~throughout aNorth ~~limited~~America, ~~number~~Europe ~~of retailers~~ and ~~resellers~~Asia. ~~These~~During ~~relationships~~2013, ~~could~~approximately ~~significantly~~97% ~~increase the availability and exposure~~ of our ~~products,~~sales ~~particularly~~were ~~among~~through ~~large~~retailers ~~national~~ and ~~international~~distributors ~~retailers~~ and ~~wireless~~approximately ~~carriers,~~2% ~~however~~of ~~we give no assurance we could expand~~ our ~~customer~~ ~~base~~sales inwere athrough ~~manner~~private ~~that~~label ~~would~~resellers ~~significantly~~and ~~reduce our current customer concentration~~OEMs.

WeOur ~~sell~~total toglobal ~~resellers,~~revenue ~~such~~consisted as Microcel, retailers, such as Wal-Mart, RadioShack and Office Depot, private label resellers, such as Belkin, and directly to end users through our iGo.com and Aerial7 websites. Sales to Wal-Mart and RadioShack accounted for 41% of ~~revenue for~~ the ~~year~~ ~~ended~~following ~~December 31,~~regional ~~2012,~~results ~~compared to 31%~~ for the year ended December 31, ~~2011~~2013: ~~and~~Americas ~~51%~~sales ~~for~~of ~~the~~$13.1 ~~year ended December 31~~million, ~~2010. No customer other than Wal-Mart~~ or ~~RadioShack accounted for greater than 10~~77% of ~~sales~~our ~~for~~global ~~the~~consolidated ~~year~~revenue; ~~ended December 31,~~European ~~2012.~~sales ~~The loss~~ of ~~Wal-Mart or RadioShack would likely have a material adverse effect on our business~~$2.8 ~~For our distribution and retail customers~~million, weor ~~build~~17% ~~product~~of ~~and maintain inventory at various third-party warehouses that are under~~ our ~~control~~global ~~until~~consolidated ~~these~~revenue; ~~customers place,~~ and weAsia ~~fulfill,~~Pacific ~~purchase~~sales ~~orders for this product. For private label resellers, we build product to the private label resellers’ orders, who take possession~~ of ~~the inventory upon delivery to a freight forwarder~~$1.0 ~~For various retailers~~million, weor ~~retain~~6% ~~ownership~~ of ~~inventory~~our ~~until~~global ~~the~~consolidated ~~product sells through to consumers~~revenue.

7We believe the License Agreement, offers us a means to enhance the marketing of power products and generate an ongoing revenue stream. Through the agreement, the Licensee will manage sales and marketing of our products. Licensee’s products are sold in over 40,000 retail locations worldwide. With these sales channels, our product offerings will be available to one of the industry’s largest customer bases.

~~Table of Contents~~Customers

AsHistorically, iswe ~~generally~~have ~~the~~been ~~practice~~dependent inupon ~~our~~a ~~industry,~~relatively asmall ~~portion~~number of ~~our~~customers ~~sales to distributors and retailers is generally under terms that provide~~ for ~~stock~~a ~~balancing~~significant ~~return~~portion ~~privileges~~of ~~and~~our ~~price protection. Accordingly~~revenue, weincluding ~~make~~most anotably ~~provision for estimated sales returns and other allowances related to those sales~~WalMart. ~~Returns~~However, ~~which~~we ~~are~~expect ~~netted~~Licensee ~~against our~~will ~~reported~~develop ~~revenue,~~relationships ~~were~~with ~~approximately~~a 8%broader ofset ~~revenue for the year ended December 31, 2012, 5%~~ of ~~revenue for the year ended December 31~~distributors, ~~2011,~~retailers and 3%resellers ofto ~~revenue~~expand ~~for~~ the ~~year~~market ~~ended~~availability ~~December 31,~~of ~~2010.~~our ~~Also,~~products as ~~is generally~~ the ~~practice~~ inLicensee’s ~~our~~products ~~industry,~~are ~~our~~currently ~~OEM~~sold ~~and private-label reseller customers have return rights only~~ in ~~the~~over ~~event that our product is defective. Accordingly~~40,000 weretail ~~make~~locations ~~a provision for estimated defective product warranty claims for these customers~~worldwide. ~~Defective product warranty claims were approximately 1% of revenue or less for the years ended December 31, 2012, 2011 and 2010.~~

~~Backlog~~ 9

~~Our~~This ~~backlog~~customer ~~at February 15,~~base ~~2013~~could ~~was~~significantly ~~approximately~~increase ~~$1.7~~the ~~million,~~availability ~~compared~~and ~~with~~exposure ~~a backlog~~ of ~~approximately~~our ~~$2.3 million at February 21~~products, ~~2012.~~particularly ~~Backlog~~among ~~includes~~large ~~orders~~national ~~confirmed~~and ~~with~~international aretailers ~~purchase~~and ~~order~~wireless ~~for products scheduled to be shipped within 90 days to customers with approved credit status~~carriers. ~~Because~~However, ofwe ~~the~~give ~~generally~~no ~~short~~assurance ~~cycle~~we ~~between~~can ~~order~~expand ~~and~~our ~~shipment and because of occasional~~ customer ~~changes~~base in ~~delivery~~a ~~schedules~~manner ~~and~~that ~~order~~would ~~cancellations~~significantly ~~(which~~reduce ~~are made without significant penalty), we do not believe that~~ our ~~backlog,~~current ascustomer ~~of any particular date, is necessarily indicative of actual net sales for any future period~~concentration.

~~Research~~We have historically sold to resellers, such as Microcel, retailers, such as WalMart, RadioShack and ~~Development~~ Office Depot, private label resellers, such as Belkin, and directly to end users through our iGo.com and Aerial7 websites. Sales to WalMart accounted for 44% of revenue for the year ended December 31, 2013. Sales to WalMart and RadioShack accounted for 41% for the year ended December 31, 2012. No customer other than WalMart accounted for greater than 10% of sales for the year ended December 31, 2013. The loss of WalMart would likely have a material adverse effect on our business. For our distribution and retail customers, we historically built product and maintained inventory at various third-party warehouses that are under our control until these customers placed, and we fulfilled, purchase orders for this product. For various retailers, we retained ownership of inventory until the product sells through to consumers. Currently, our Licensee manages the manufacture, sales and distribution of our branded line of battery, charger, and power supply products and accessories and other future products that may be developed by us and Licensee.

~~Our~~As ~~research~~is ~~and~~generally ~~development~~the ~~efforts~~practice ~~focus~~in ~~primarily~~our onindustry, ~~enhancing~~a portion of our ~~current~~sales ~~products~~ to distributors and ~~developing~~retailers ~~innovative~~has ~~new~~been ~~products~~generally tounder ~~address~~terms athat ~~variety~~provide offor ~~mobile~~stock ~~electronic~~balancing ~~device~~return ~~needs~~privileges and ~~requirements~~price protection. WeAccordingly, ~~work~~we ~~with~~make ~~customers,~~a ~~prospective~~provision ~~customers~~for estimated sales returns and ~~outsource~~other ~~partners~~allowances related to ~~identify~~those ~~and~~sales. ~~implement~~Returns, ~~new~~which ~~solutions~~are ~~intended~~netted toagainst ~~meet~~our reported revenue, were approximately 11% of revenue for the ~~current~~ year ended December 31, 2013 and ~~future~~approximately ~~needs~~8% of revenue for the ~~markets~~year ended December 31, 2012. Also, as is generally the practice in our industry, our OEM and private-label reseller customers have return rights only in the event that our product is defective. Accordingly, we ~~serve~~make a provision for estimated defective product warranty claims for these customers. Defective product warranty claims were approximately 1% of revenue or less for the years ended December 31, 2013 and 2012.

AsBacklog of December 31, 2012, our research and development group consisted of seven people who are responsible for hardware and software design and product testing. Electrical design services are outsourced under the supervision of our in-house research and development group. Amounts spent on research and development for the years ended December 31, 2012, 2011, and 2010 were $2.2 million, $2.4 million, and $1.5 million, respectively.

OnOur ~~March~~backlog 27at February 15, ~~2013~~ 2014 was approximately $275,000, ~~Texas~~a ~~Instruments~~decrease ~~terminated~~of ~~its~~$1.425 ~~agreement~~million, compared with ~~iGO~~a backlog of approximately $1.7 million at February 15, ~~Inc~~2013. Backlog includes orders confirmed with a purchase order for products scheduled to ~~create~~be anshipped ~~integrated~~within ~~circuit~~90 ~~based~~days onto ~~iGO~~customers ~~Green~~with ~~technology~~approved credit status. Because of the generally short cycle between order and shipment and because of occasional customer changes in delivery schedules and order cancellations (which are made without significant penalty), ~~after~~we ~~multiple~~do ~~technical~~not ~~issues~~believe ~~were~~that ~~encountered~~our ~~during~~backlog, ~~the~~as ~~development~~of ~~process~~any particular date, is necessarily indicative of actual net sales for any future period.

~~Manufacturing~~Research and ~~Logistics~~ Development

InAs ~~order~~of toDecember ~~manufacture~~31, 2013, our ~~products~~research ~~cost-effectively,~~and wedevelopment ~~have~~group ~~implemented~~consisted aof ~~strategy~~one toperson ~~outsource~~for ~~substantially~~the ~~all~~purpose of ~~the~~hardware ~~manufacturing~~and ~~services~~software ~~for~~design ~~our~~and ~~products~~product testing. ~~Our~~Electrical ~~internal~~design ~~activities~~services are ~~focused~~outsourced ~~on design,~~under ~~low~~the supervision of our in-~~volume~~house ~~manufacturing~~research and ~~quality~~development ~~testing~~group. Amounts spent on research and ~~our~~development ~~outsourced~~for ~~manufacturing~~the ~~providers~~years ~~are~~ended ~~focused~~December on31, ~~high-volume~~2013 ~~manufacturing~~and 2012 were $1.2 million and ~~logistics~~$2.2 million, respectively.

~~Most~~During the first quarter of ~~our~~2013, ~~products~~Texas ~~are~~Instruments ~~currently~~informed ~~manufactured~~us inthat ~~China.~~it Inwas ~~addition~~terminating its agreement with iGo to ~~providing~~create ~~manufacturing~~an ~~services~~integrated circuit based on iGo Green technology, aas ~~number~~the oftechnical ~~our~~issues ~~suppliers~~encountered ~~also~~during ~~provide~~the usdevelopment ~~with~~process, ~~design~~as ~~and~~well as changes in the competitive environment for power management technologies, made the continued development ~~services~~of the integrated circuit uneconomical. We have no current plans to pursue any other programs to develop an integrated circuit based on iGo Green technology.

We purchase the principal components of our products from outside vendors. The terms of supply contracts are negotiated by us or our manufacturing partners with each vendor. We believe that our present vendors have ~~sufficient~~ceased ~~capacity~~all toresearch ~~meet our supply requirements~~ and ~~that~~development ~~alternative~~efforts ~~production~~at ~~sources~~December ~~for most components are generally available without interruption. However~~31, ~~several~~ ~~vendors are sole sourced~~2013. InPursuant ~~order~~ to ~~ensure~~the ~~timely~~License ~~delivery~~Agreement, ofthe ~~products~~Licensee ~~to customers~~will, ~~from~~at ~~time~~their toown ~~time~~discretion, wemanage ~~issue~~and ~~letters~~fund ofresearch ~~authorization~~and todevelopment ~~our suppliers that authorize them to secure long lead components in advance~~ of ~~purchase~~our ~~orders for~~ products. Further information about commitments and contingencies relating to letters of authorization is contained in Note 16 to the Consolidated Financial Statements contained in this Annual Report on Form 10-K.

8Manufacturing and Logistics

~~Table~~Historically, in order to manufacture our products cost-effectively, we implemented a strategy to outsource substantially all of ~~Contents~~the manufacturing services for our products. Our internal activities focused on design, low-volume manufacturing and quality testing and our outsourced manufacturing providers are focused on high-volume manufacturing and logistics.

We employ the services of an outsourced logistics company to efficiently manage the packaging and shipment of our iGo, iGo Green, and Aerial7 branded products to our various retail and distribution channels. The majority of our private-label products are shipped by our outsource manufacturers to our private-label reseller customers or to their fulfillment hubs. 10

~~Competition~~Historically, most of our products were manufactured in China. In addition to providing manufacturing services, a number of our suppliers also provided us with design and development services.

~~The market for our products is intensely competitive~~Historically, ~~subject~~we topurchased ~~rapid~~the ~~change~~principal ~~and~~components ~~sensitive~~of toour ~~new~~products ~~product~~from ~~introductions~~outside ~~or enhancements and marketing efforts by industry participants~~vendors. The ~~principal competitive~~terms ~~factors~~of ~~affecting~~supply ~~the~~contracts ~~markets~~were ~~for~~negotiated ~~our~~by ~~product~~us ~~offerings~~or ~~include~~our ~~corporate~~manufacturing ~~and~~partners ~~product reputation, innovation~~ with ~~frequent~~each ~~product enhancement, breadth of integrated product line, product design, functionality and features, product quality, performance, ease-of-use, support and price~~vendor. ~~Although~~We we believe that our ~~products~~vendors ~~compete~~had ~~favorably~~sufficient ~~with~~capacity ~~respect~~ to ~~such~~meet ~~factors,~~our ~~there~~supply ~~can~~requirements beand ~~no assurance~~ that wealternative ~~can~~production ~~maintain~~sources ~~our~~for ~~competitive~~most ~~position~~components ~~against~~were ~~current~~generally oravailable ~~potential competitors,~~without ~~especially~~interruption. ~~those with greater financial~~However, ~~marketing,~~several ~~service,~~vendors ~~support,~~were ~~technical~~sole orsourced. ~~other~~In ~~competitive~~order ~~resources.~~to ~~However,~~ensure wetimely ~~believe~~delivery ~~that~~of ~~our~~products ~~innovative~~to ~~products~~customers, ~~coupled~~from ~~with~~time ~~our~~to ~~strategic relationships with private-label resellers~~time, ~~retailers,~~ ~~resellers,~~we ~~distributors,~~issued ~~and~~letters ~~wireless~~of ~~carriers~~authorization ~~provide~~to usour ~~with~~suppliers athat ~~competitive~~authorized ~~advantage~~them into ~~the~~secure ~~marketplace.~~long Inlead ~~particular,~~components ~~our~~in ~~power~~advance ~~products,~~of wepurchase ~~compete~~orders ~~with~~for products. ~~offered~~Further byinformation ~~low-cost~~about ~~manufacturers,~~historical ~~specialized~~commitments ~~third-party~~and ~~mobile computing~~contingencies ~~accessory~~relating ~~companies~~to ~~such~~letters asof ~~Zagg,~~authorization ~~Skullcandy,~~is ~~Targus~~contained ~~and~~in ~~Kensington,~~Note ~~and~~14 ~~retailer~~to ~~and~~the ~~OEM~~Consolidated ~~private~~Financial ~~label~~Statements ~~product~~contained ~~offerings,~~in ~~including~~this ~~those~~Annual ~~offered~~Report byon ~~RadioShack,~~Form ~~HP and Best Buy~~10-K.

~~Proprietary~~Historically, ~~Rights~~we employed the services of an outsourced logistics company to efficiently manage the packaging and shipment of our iGo and Aerial7 branded products to our various retail and distribution channels. The majority of our private-label products were shipped by our outsource manufacturers to our private-label reseller customers or to their fulfillment hubs.

WeEffective ~~seek~~February to2014, ~~establish~~we ~~and~~transferred ~~maintain proprietary rights in our technology and products through~~ the ~~use~~responsibilities of ~~patents,~~manufacturing ~~copyrights, trademarks,~~ and ~~trade~~logistics ~~secret laws. We have a program~~ to ~~file~~our ~~applications for and obtain patents~~Licensee, ~~copyrights,~~Incipio and trademarks in the United States and in selected foreign countries where we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and confidential information by nondisclosure policies and through the use of appropriate confidentiality agreements. There can be no assuranceTechnologies, ~~however,~~ ~~that the rights we have obtained can be successfully enforced against infringing products in every jurisdiction~~Inc. ~~Although we believe the protection afforded by our patents~~, ~~copyrights,~~pursuant ~~trademarks,~~to ~~and trade secrets has value,~~ the ~~rapidly changing~~License technology in our industry and uncertainties in the legal process make our future success dependent primarily on the innovative skills, technological expertise, and management abilities of our employees rather than on the protection afforded by patent, copyright, trademark, and trade secret lawsAgreement.

Some of our products may include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products, we believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all. Our inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis may limit our ability to protect our proprietary rights in our products. Competition

~~There~~The market for our products is intensely competitive, subject to rapid change and sensitive to new product introductions or enhancements and marketing efforts by industry participants. The principal competitive factors affecting the markets for our product offerings include corporate and product reputation, innovation with frequent product enhancement, breadth of integrated product line, product design, functionality and features, product quality, performance, ease-of-use, support and price. Although we believe that our products compete favorably with respect to such factors, there can be no assurance that we can improve or maintain our ~~patents~~competitive ~~and~~position ~~other~~against ~~proprietary~~current ~~rights~~or ~~will~~potential ~~not~~competitors, beespecially ~~challenged~~those with greater financial, ~~invalidated~~marketing, service, support, technical or ~~circumvented;~~other competitive resources. However, we believe that ~~others~~our ~~will~~innovative ~~not~~products, ~~assert~~coupled ~~intellectual~~with ~~property~~our ~~rights~~strategic torelationship ~~technologies~~with ~~that are~~Licensee ~~relevant~~under tothe ~~us;~~License orAgreement, ~~that~~including ~~our~~Licensee’s ~~rights~~network ~~will~~of ~~give~~retailers, resellers, and distributors, provides us with a competitive advantage in the marketplace. In ~~addition~~particular, ~~the~~with ~~laws~~respect ofto ~~some~~our ~~foreign~~power ~~countries~~products, ~~may~~we ~~not~~compete ~~protect~~with ~~our~~products ~~proprietary~~offered ~~rights~~by tolow-cost ~~the~~manufacturers, ~~same~~specialized ~~extent~~third-party mobile computing accessory companies such as ~~the~~Zagg, ~~laws~~Skullcandy, ofTargus ~~the~~and ~~United~~Kensington, ~~States~~and retailer and OEM private label product offerings, including those offered by RadioShack, HP and Best Buy.

~~Employees~~Proprietary Rights

AsWe seek to establish and maintain proprietary rights in our technology and products through the use of ~~December 31~~ patents, ~~2012~~copyrights, wetrademarks, ~~had~~and 38trade ~~full-time~~secret ~~employees~~laws. We have a program to file applications for and obtain patents, 20copyrights, ~~located~~and trademarks in the United States, 9and ~~located~~ in ~~Asia,~~selected 5foreign ~~located~~countries inwhere ~~Europe~~we believe filing for such protection is appropriate. We also seek to maintain our trade secrets and 4confidential ~~located~~information inby ~~Australia,~~nondisclosure ~~including~~policies 12and ~~employed~~through inthe ~~operations~~use of appropriate confidentiality agreements. There can be no assurance, 7however, that the rights we have obtained can be successfully enforced against infringing products in ~~research~~every jurisdiction. Although we believe the protection afforded by our patents, copyrights, trademarks, and ~~development~~trade secrets has value, 13the rapidly changing technology in ~~sales~~our ~~and~~industry ~~marketing~~ and 5uncertainties in ~~administration.~~the Welegal ~~engage~~process ~~temporary~~make ~~employees~~our ~~from~~future ~~time~~success todependent ~~time~~primarily toon ~~augment~~the ~~our~~innovative ~~full~~skills, ~~time~~technological ~~employees~~expertise, ~~generally~~and inmanagement ~~operations.~~abilities ~~None~~ of our employees ~~are~~rather ~~covered~~than byon athe ~~collective~~protection ~~bargaining~~afforded ~~agreement.~~by Wepatent, ~~believe~~copyright, wetrademark, ~~have~~and ~~good~~trade ~~relationships~~secret ~~with our employees~~laws.

9Some of our products may include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products, we believe, based upon past experience and standard industry practice that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that the necessary licenses would be available on acceptable terms, if at all. Our inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, operating results, and financial condition. Moreover, inclusion in our products of software or other intellectual property licensed from third parties on a nonexclusive basis may limit our ability to protect our proprietary rights in our products.

~~Table of Contents~~11

~~Item 1A~~There can be no assurance that our patents and other proprietary rights will not be challenged, invalidated, or circumvented; that others will not assert intellectual property rights to technologies that are relevant to us; or that our rights will give us a competitive advantage. ~~Risk~~In ~~Factors~~addition, the laws of some foreign countries may not protect our proprietary rights to the same extent as the laws of the United States.

~~This~~Under ~~section~~the ~~highlights~~terms ~~specific~~of ~~risks~~the ~~that~~License ~~could~~Agreement, ~~affect~~we usgranted ~~and~~Licensee ~~our~~a ~~business.~~non-exclusive ~~You~~license ~~should~~to ~~carefully~~use ~~consider~~the ~~each~~our ofiGO® ~~the~~trademarks ~~following risks~~ and ~~all of the~~ other ~~information~~intellectual ~~set~~property ~~forth~~as innecessary ~~this~~for ~~Annual~~Licensee ~~Report~~to onmanufacture, ~~Form~~promote, ~~10-K.~~sell ~~Based~~and ondistribute ~~the~~our ~~information~~licensed ~~currently~~products ~~known~~worldwide tothrough ~~us,~~Licensee’s wenetwork ~~believe~~of ~~that~~distributors ~~the~~and ~~following~~retail ~~information~~partners ~~identifies~~and the ~~most~~Company’s ~~significant~~online ~~risk~~store. ~~factors~~In ~~affecting~~consideration ~~us.~~for ~~However,~~ the ~~risks and~~rights ~~uncertainties~~granted ~~that~~under wethe ~~face~~License ~~are~~Agreement, ~~not~~Licensee ~~limited~~will topay ~~those~~us ~~described~~a ~~below.~~percentage ~~Additional~~of ~~risks~~net ~~and~~sales ~~uncertainties~~of ~~not~~certain ~~presently~~licensed ~~known~~products toand usthe ornet ~~that~~profits weof ~~currently~~certain ~~believe~~other tolicensed beproduct ~~immaterial~~sold ~~may also adversely affect our business~~worldwide.

If any of the following risks and uncertainties develops into actual events or the circumstances described in the risks and uncertainties occur, these events or circumstances could have a material adverse effect on our business, financial condition or results of operations. These events could also have a negative effect on the trading price of our securities. Employees

~~Risks~~As ~~Related~~of ToDecember ~~Our~~31, ~~Business~~2013 we had 10 full-time employees, 8 located in the United States, 1 located in Asia, and 1 located in Europe, including 3 employed in operations, 1 in research and development, 4 in sales and marketing and 2 in administration. We engage temporary employees from time to time to augment our full time employees, generally in administration. None of our employees are covered by a collective bargaining agreement. We believe we have good relationships with our employees.

IfAccording ~~our~~to ~~revenue~~the isterms ~~not~~of ~~sufficient~~the toLicense ~~absorb~~Agreement, the Licensee will manage manufacturing, sales, and distribution of our ~~expenses~~products, as well as product research and development activities, if any. Further, we ~~will~~have ~~not~~contracted bewith ~~profitable~~Steel inPartners Corporate Services, LLC, an affiliate of Steel Partners Holdings, and our major stockholder Steel Excel Inc., to provide executive and other corporate services, effective October 1, 2013, thereby eliminating the ~~future~~necessity for full-time employees. By the second quarter of 2014, we expect to have no full-time employees.

WeItem ~~have experienced significant operating losses since inception and, as of December 31, 2012, have an accumulated deficit of $154 million~~1A. WeRisk intend to make expenditures on an ongoing basis to support our operations, primarily from cash generated from operations and, if available, from lines of credit, as we develop and introduce new products and expand into new markets. If we do not achieve revenue growth sufficient to absorb our planned expenses, we will experience additional losses in future periods. In addition, there can be no assurance that we will achieve or sustain profitability. Factors

~~Our~~This ~~future~~section ~~success~~highlights isspecific ~~dependent~~risks onthat ~~market~~could ~~acceptance~~affect ofus and our ~~products~~business. IfYou ~~the~~should ~~market~~carefully ~~acceptance~~consider ~~for~~each ~~our~~of ~~products~~the ~~does~~following ~~not~~risks ~~grow,~~and weall ~~will~~of ~~not~~the beother ~~able~~information toset ~~increase~~forth orin ~~sustain~~this ~~our~~Annual ~~revenue,~~Report ~~and~~on ~~our~~Form ~~business will be severely harmed~~10-K. IfBased weon dothe ~~not~~information ~~achieve~~currently ~~widespread~~known ~~market~~to ~~acceptance of our power products and technology~~us, we ~~may~~believe ~~not~~that bethe ~~able~~following toinformation ~~maintain~~identifies ~~our~~the ~~existing~~most ~~revenue~~significant orrisk ~~achieve~~factors ~~anticipated~~affecting ~~revenue~~us. ~~For example~~However, ~~we currently derive a material portion of our revenue from~~ the ~~sale~~risks ~~of our power products~~ and weuncertainties ~~anticipate~~ that awe ~~material~~face ~~portion~~are ofnot ~~our~~limited ~~revenue in the foreseeable future will continue~~ to bethose ~~derived~~described ~~from our family of power products~~below. WeAdditional ~~can~~risks ~~give~~and nouncertainties ~~assurance~~not ~~that~~presently ~~the~~known ~~power~~to ~~product category,~~us or ~~the~~that ~~protection~~we ~~and~~currently ~~audio~~believe ~~product~~to ~~categories,~~be ~~will~~immaterial ~~develop~~may ~~sufficiently~~also toadversely ~~cover~~affect our ~~expenses and costs~~business. ~~Moreover, our products may not achieve widespread market acceptance if:~~

•If weany ~~lose,~~of the following risks and uncertainties develops into actual events or ~~fail~~the tocircumstances ~~replace~~described in the risks and uncertainties occur, ~~any~~these ~~significant~~events ~~retail~~or circumstances could have a material adverse effect on our business, financial condition or ~~distribution~~results ~~partners;~~of operations. These events could also have a negative effect on the trading price of our securities.

•Risks weRelated ~~fail~~To toOur ~~expand or protect our proprietary rights and intellectual property;~~Business

•If weour ~~fail~~revenue is not sufficient to ~~complete~~absorb ~~development~~our ofexpenses, ~~these~~we ~~products~~will innot abe ~~timely~~profitable ~~manner;~~in the future.

•We wehave ~~fail~~experienced tosignificant ~~achieve~~operating ~~the~~losses ~~performance~~since ~~criteria~~inception ~~required~~and, as of ~~these~~December ~~products~~31, by2013, have an accumulated deficit of $166 million. We intend to make expenditures on an ongoing basis to support our ~~customers;~~operations, primarily from cash generated from operations and cash on hand. If we do not achieve significant cost reductions and sufficient revenue from our License Agreement, we will experience additional losses in future periods. In addition, there can be no assurance that we will achieve or sustain profitability.

•Our ~~competitors~~future ~~introduce~~success ~~similar~~is dependent on market acceptance of our products and, in turn, on the success of our License Agreement. If the market acceptance for our products does not grow, we will not be able to increase or ~~superior~~sustain our revenue, and our business will be severely harmed. If we do not achieve widespread market acceptance of our power products and technology, we may not be able to maintain our existing revenue or achieve anticipated revenue. For example, we currently derive a material portion of our revenue from the sale of our power products and we anticipate that a material portion of our revenue in the foreseeable future will continue to be derived from our family of power products. We can give no assurance that the power product category, or the protection and audio product categories, will develop sufficiently to cover our expenses and costs. Moreover, our products may not achieve widespread market acceptance if:

In addition, our universal chargers include a feature that allows a single version of these products to be used with almost any mobile electronic device. In recent years, many mobile electronic device manufacturers have designed their products in such a way as to limit the use of universal devices with their devices, which has reduced the applicability of universal charger products and limited the market acceptance of our power products. If we are unable to successfully adapt to this trend, it may adversely affect our sales and overall financial performance. 12

10● we, or our licensee, lose, or fail to replace, any significant retail or distribution partners;

~~Table~~● ofwe, ~~Contents~~or our licensee, fail to expand or protect our proprietary rights and intellectual property;

If● we, or our licensee, fail to ~~continue~~complete todevelopment ~~introduce~~of ~~new~~these products ~~and~~in ~~product enhancements that achieve broad market acceptance on~~ a timely ~~basis, we will not be able to compete effectively, and we will be unable to increase or maintain our revenue.~~ manner;

~~The~~● ~~market~~we, ~~for~~or our ~~products is highly competitive and in general is characterized by rapid technological advances~~licensee, ~~changing customer needs and evolving industry standards. If we~~ fail to ~~continue to introduce new products and product enhancements that~~ achieve ~~broad~~the ~~market~~performance ~~acceptance~~criteria onrequired aof ~~timely~~these ~~basis,~~products weby ~~will not be able to compete effectively, and we will be unable to increase or maintain~~ our ~~revenue.~~customers; ~~Our future success will depend in large part upon our ability to:~~ or

•● ~~develop,~~competitors inintroduce asimilar ~~timely~~or ~~manner,~~superior ~~new~~ products ~~and services that keep pace with developments in technology and customer expectations;~~.

•In ~~cover~~addition, ~~potentially~~our ~~higher~~universal ~~manufacturing~~chargers ~~costs~~include a feature that allows a single version of ~~new~~these products to be used with almost any mobile electronic device. In recent years, many mobile electronic device manufacturers have designed their products in such a way as to limit the use of universal devices with their devices, which has reduced the applicability of universal charger products and ~~meet~~limited ~~potentially~~the ~~new~~market ~~manufacturing~~acceptance ~~requirements;~~of our power products. If we are unable to successfully adapt to this trend, it may adversely affect our sales and overall financial performance.

•If ~~deliver~~we and our Licensee fail to continue to introduce new products and ~~services~~product ~~through~~enhancements ~~changing~~that ~~distribution~~achieve ~~channels;~~broad market acceptance on a timely basis, we will not be able to compete effectively, and we will be unable to increase or maintain our revenue.

•The ~~respond~~market ~~effectively~~for toour ~~new~~products ~~product~~is ~~announcements~~highly competitive and in general is characterized by rapid technological advances, changing customer needs and evolving industry standards. If we and our ~~competitors~~Licensee byfail ~~quickly~~to ~~introducing~~continue ~~competing~~to introduce new products and product enhancements that achieve broad market acceptance on a timely basis, we will not be able to compete effectively, and we will be unable to increase or maintain our revenue. Our future success will depend in large part upon our and our Licensee’s ability to:

We● ~~may~~develop, ~~not be successful~~ in ~~developing and marketing, on~~ a timely ~~and cost-effective basis~~manner, ~~either enhancements and expectations to existing products or~~ new products ~~that respond to technological advances~~ and ~~satisfy~~services ~~increasingly sophisticated customer needs. If we fail to introduce or sell innovative new products, our operating results may suffer. In addition, if new industry standards emerge~~ that wekeep dopace ~~not~~with ~~anticipate~~developments ~~or adapt to, our products could be rendered obsolete and our business could be materially harmed. Alternatively, any delay~~ in ~~the development of~~ technology upon which our products are based could result in our inability to introduce new products as planned. For example, on March 27, 2013, Texas Instruments terminated its agreement with iGO, Inc. to create an integrated circuit based on iGO Green technology, after multiple technical issues were encountered during the development process. The success and ~~marketability~~customer ~~of technology and products developed by others is beyond our control.~~ expectations;

We● ~~have~~cover ~~experienced~~potentially ~~delays~~higher inmanufacturing ~~releasing~~costs of new products inand ~~the~~meet ~~past,~~potentially ~~which resulted in lower quarterly revenue than expected. Further, our efforts to develop~~ new ~~and similar products could be delayed due to unanticipated~~ manufacturing requirements ~~and costs. Delays in product development and introduction could result in:~~ ;

•● ~~loss~~deliver ofnew orproducts ~~delay in revenue~~ and ~~loss~~services ofthrough ~~market~~changing ~~share~~distribution channels; and

•● ~~negative~~respond ~~publicity~~effectively ~~and~~to ~~damage~~new toproduct announcements by our ~~reputation~~competitors ~~and~~by ~~brand;~~quickly introducing competing products.

•We ~~decline~~may not be successful in ~~the~~developing ~~average~~and ~~selling~~marketing, ~~price~~on ofa timely and cost-effective basis, either enhancements and expectations to existing products or new products that respond to technological advances and satisfy increasingly sophisticated customer needs. If we, and/or our licensee, fail to introduce or sell innovative new products, our operating results may suffer. In addition, if new industry standards emerge that we do not anticipate or adapt to, our products could be rendered obsolete and ~~decline~~our business could be materially harmed. Alternatively, any delay in the development of technology upon which our ~~overall~~products ~~gross~~are ~~margins;~~based could result in our inability to introduce new products as planned. For example, on March 27, 2013, we learned that Texas Instruments was terminating its agreement with iGo to create an integrated circuit based on iGo Green technology. Texas Instruments indicated that technical issues encountered during the development process, as well as changes in the competitive environment for power management technologies, made the continued development of the integrated circuit uneconomical. The success and marketability of technology and products developed by others is beyond our control.

•We ~~adverse~~have ~~reactions~~experienced delays in releasing new products in the past, which resulted in lower quarterly revenue than expected. Further, our ~~sales~~efforts to develop new and ~~distribution~~similar ~~channels~~products could be delayed due to unanticipated manufacturing requirements and costs. Delays in product development and introduction could result in:

We● ~~depend on large purchases from significant customers, notably Wal-Mart and RadioShack, and any~~ loss, ~~cancellation~~of or delay in ~~purchases by these customers could cause a shortfall in~~ revenue, ~~excess inventory~~ and ~~inventory~~loss ~~holding~~of ormarket ~~obsolescence charges.~~ share;

We have historically derived a substantial portion of our revenue from a relatively small number of customers. For example, Wal-Mart and RadioShack together comprised 41% of our revenue for the year ended December 31, 2012. For the year ended December 31, 2012, Wal-Mart alone represented 28% of our revenue. Neither Wal-Mart nor RadioShack has a minimum purchase requirement and can stop purchasing our products at any time and with very short notice. In addition, including Wal-Mart and RadioShack, most of our customer agreements are short term and non-exclusive and provide for purchases on a purchase order basis. RadioShack has reduced its orders from us, by potentially greater than 75%, for 2013, and if Wal-Mart reduces, delays or cancels orders with us, and we are not able to sell our products to new customers at comparable levels, our revenue could decline significantly and could result in excess inventory and inventory holding or obsolescence charges. In addition, any difficulty in collecting amounts due from Wal-Mart and RadioShack would negatively impact our result of operations and working capital. 13

11● negative publicity and damage to our reputation and brand;

~~Table~~● decline in the average selling price of ~~Contents~~our products and decline in our overall gross margins; and

~~Our~~● ~~success~~adverse isreactions ~~largely~~in ~~dependent upon~~ our ~~ability~~sales ~~to expand~~ and ~~diversify~~distribution ~~our customer base, while simultaneously continuing to retain and build our relationships with Wal-Mart and RadioShack~~channels.

We ~~derive~~have made a ~~substantial~~ ~~portion~~strategic ofdecision ~~our~~to ~~revenue~~fully ~~from~~outsource ~~Wal-Mart~~the ~~and RadioShack~~manufacture, sales and ~~any~~distribution ~~adverse~~and ~~change~~product indevelopment ~~our~~functions ~~relationships~~pursuant ~~with~~to ~~Wal-Mart~~a orlicense ~~RadioShack~~agreement ~~would~~and have aceased ~~material~~such ~~adverse~~activities ~~effect on our business~~internally. If ~~Wal-Mart~~the orlicense ~~RadioShack~~agreement ~~discontinued~~were ~~purchasing~~to ~~our products,~~be ~~our revenues and net income would decline significantly. For example~~terminated, ~~sales~~or toif ~~RadioShack~~either ~~are~~party ~~expected~~chooses to ~~decline~~not ~~significantly~~renew ~~during~~ the ~~2013~~agreement ~~fiscal~~on ~~year.~~expiration, ~~Our results will be materially harmed if similar declines occur in the future with respect to any significant customer and~~ we ~~are~~would ~~unsuccessful~~need ~~in our efforts~~ to ~~replace~~either ~~declining~~locate ~~sales~~a tosuitable ~~existing~~new ~~customers~~licensee ~~with~~or ~~increasing~~undertake ~~sales~~such toactivities ~~new customers~~internally. ~~Thus~~In either case, our ~~success~~alternatives ~~depends~~would ~~upon~~require ~~our~~significant ~~continued~~investment ~~ability~~of toresources ~~retain~~ and ~~build~~would ~~upon~~likely ~~our relationship~~result ~~with~~in ~~Wal-Mart,~~delays ~~while~~that ~~simultaneously~~would ~~generating~~adversely ~~relationships~~affect ~~with~~our ~~new~~ customers, ~~particularly~~and ~~retail customers willing to sell~~ our ~~products to consumers under our iGo brand~~revenues.

~~Although~~We wecurrently ~~are~~depend ~~attempting~~on toIncipio ~~expand~~Technologies, ~~our~~Inc. ~~customer~~(“Incipio” ~~base~~and/or “Licensee”) to manage the manufacture, wesales ~~cannot~~and ~~assure~~distribution ~~you~~of ~~that~~our weproducts, ~~will~~as bewell ~~able~~as rights to ~~retain~~develop new products and our ~~largest~~intellectual ~~customers, Wal-Mart~~property ~~and~~pursuant ~~RadioShack,~~to oran ~~that~~Inventory wePurchase ~~will~~and beLicense ~~able~~Agreement toentered ~~attract~~into ~~additional~~as ~~customers~~of December 23, or2013 ~~that~~(the ~~our~~“License ~~customers~~Agreement”), ~~will~~and ~~continue~~we expect to ~~buy~~earn ~~our~~revenues ~~products~~from insuch ~~the~~activities. ~~same~~This ~~amounts~~License asAgreement inhas ~~prior~~an ~~years.~~initial ~~The~~term ~~loss~~ of ~~Wal-Mart~~two oryear, ~~RadioShack~~with options to renew, ~~any~~but ~~reduction~~is oralso ~~interruption~~terminable ~~in sales~~by toeither ~~Wal-Mart~~party inwith ~~addition~~notice. toIf ~~the~~this ~~recent~~License ~~reductions~~Agreement indoes ~~sales~~not togenerate ~~RadioShack~~significant revenue, ~~our~~or ~~inability~~if Licensee fails to ~~successfully~~provide ~~develop~~the ~~relationships~~services ~~with~~noted ~~additional~~above, ~~customers~~either party may decide to terminate the License Agreement or ~~future~~choose ~~price~~to ~~concessions~~not ~~that~~renew the License Agreement, and we may ~~have~~not be able to ~~make~~resume ~~could~~such ~~significantly~~activities ~~harm~~with ~~our~~a ~~business~~suitable supplier.

~~Increased~~We ~~focus~~depend byon ~~consumer~~large ~~electronics~~purchases ~~retailers~~from onsignificant ~~their~~customers, ~~own~~notably ~~private~~WalMart, ~~label~~and ~~brands~~any ~~could~~loss, ~~cause~~cancellation usor todelay ~~lose~~in ~~shelf~~purchases ~~space with~~by ~~our~~this ~~existing~~customer ~~retail~~could ~~customers~~cause ~~and~~a ~~make~~shortfall itin ~~more~~revenue, ~~difficult~~excess toinventory ~~have~~and ~~our~~inventory ~~products~~holding ~~assorted~~or atobsolescence ~~new retail customers~~charges.

We ~~believe~~ ~~there~~have ishistorically anderived ~~increasing~~a ~~focus~~substantial byportion ~~consumer~~of ~~electronics~~our ~~retailers,~~revenue ~~such~~from asa ~~RadioShack~~relatively ~~and~~small ~~Best~~number ~~Buy,~~of tocustomers. ~~concentrate~~For anexample, ~~increasing~~WalMart ~~portion~~comprised 44% of ~~their~~our ~~product~~revenue ~~assortments~~for ~~within~~the ~~their~~year ~~own~~ended ~~private~~December ~~label~~31, ~~products~~2013. ~~One~~WalMart ofdoes ~~our~~not ~~largest~~have ~~customers, RadioShack,~~a ~~sells~~minimum ~~its~~purchase ~~own~~requirement ~~private~~and ~~label~~can ~~brand~~stop ofpurchasing ~~power~~our products ~~that~~at ~~compete~~any ~~directly~~time and with ~~our~~very ~~power~~short ~~products~~notice. ~~These~~In ~~private~~addition, ~~label~~most ~~lines~~of ~~compete~~our ~~directly~~and ~~with~~ our ~~product~~Licensee’s ~~lines~~customer ~~and~~agreements, ~~may~~including ~~receive~~WalMart, ~~prominent~~are ~~positioning~~short onterm ~~the~~and ~~retail~~non-exclusive ~~floor~~and byprovide ~~these retailers.~~for ~~Competition~~purchases ~~has~~on ~~been~~a ~~intense~~purchase inorder ~~recent~~basis. ~~years~~If ~~and~~WalMart isreduces, ~~expected~~delays toor ~~continue.~~cancels ~~Failure~~orders towith ~~appropriately~~us ~~respond~~and toour ~~these~~Licensee, ~~trends~~and orwe are not able to ~~offer~~sell ~~effective~~our ~~sales~~products ~~incentives~~to ~~and~~new ~~marketing~~customers ~~programs~~at tocomparable levels, our ~~customers~~revenue could ~~reduce~~decline ~~our~~significantly ~~ability~~and tocould ~~secure adequate~~result ~~shelf~~in ~~space~~excess atinventory ~~our~~and ~~retail~~inventory ~~customers~~holding or ~~generate~~obsolescence ~~new~~charges. ~~sales~~In ~~opportunities~~addition, ~~with~~any ~~new~~difficulty ~~customers~~in ~~and~~collecting ~~could~~amounts ~~adversely~~due ~~affect~~from ~~our~~WalMart ~~financial~~would ~~performance~~negatively orimpact ~~limit~~ our ~~potential~~result ~~for~~of ~~achieving~~operations ~~revenue~~and ~~growth.~~working capital.

~~Increased~~Our ~~reliance~~success ~~upon~~is ~~Wal-Mart~~largely ~~and~~dependent ~~RadioShack,~~upon asour ~~well as other distributors~~ and ~~resellers, for the sale of~~ our ~~products~~Licensee’s ~~will subject~~ability us to ~~additional~~expand ~~risks,~~ and ~~the~~diversify ~~failure~~our tocustomer ~~adequately~~base, ~~manage~~while ~~these~~simultaneously ~~risks~~continuing ~~could~~to ~~have~~retain aand ~~material~~build ~~adverse impact on~~ our ~~operating~~relationships ~~results.~~with WalMart.

~~The~~We ~~inability~~derive toa ~~accurately~~substantial ~~forecast~~portion ~~the~~of ~~timing~~our revenue from WalMart, and ~~volume~~any ofadverse ~~orders~~change ~~for~~in ~~sales~~our ofor ~~products~~our toLicensee’s ~~resellers~~relationship ~~and~~with ~~distributors~~WalMart ~~during~~would ~~any~~have ~~given~~a ~~quarter~~material ~~could~~adverse ~~adversely~~effect ~~affect~~on ~~operating~~our ~~results~~business. ~~for~~If ~~such~~WalMart ~~quarter and,~~discontinued ~~potentially~~purchasing our products, ~~for~~our ~~future~~revenues ~~periods.~~and ~~For~~net ~~example,~~income would decline significantly and our results would be materially harmed if we ~~underestimate~~were ~~sales,~~unsuccessful wein ~~will~~our ~~not~~efforts beto ~~able~~replace declining sales to ~~fill~~existing ~~orders~~customers onwith aincreasing ~~timely~~sales ~~basis~~to new customers. Thus, ~~which~~our ~~could~~success ~~cause~~depends ~~customer~~upon ~~dissatisfaction~~our and ~~loss~~our ofLicensee’s ~~future~~continued ~~business.~~ability ~~Conversely,~~to ifretain weand ~~overestimate~~build ~~sales~~upon our relationship with WalMart, wewhile ~~will experience~~simultaneously ~~increased~~generating ~~costs~~relationships ~~from~~with ~~inventory~~new ~~storage~~customers, ~~waste,~~particularly ~~and~~retail ~~obsolescence.~~customers willing to sell our products to consumers under our iGo brand.

~~The~~Although ~~loss~~we ofare ~~Wal-Mart,~~attempting ~~RadioShack~~to orexpand ~~any~~our ~~other large~~customer ~~reseller or distributor customers~~base, ~~would~~we ~~materially~~cannot ~~harm~~assure ~~our~~you ~~business.~~that ~~While~~ we ~~currently~~will ~~have~~be aable ~~limited~~to ~~number~~retain ofour ~~reseller~~largest ~~and~~customer, ~~distributor agreements~~WalMart, ~~none~~or ofthat ~~these~~we ~~customers~~will ~~are~~be ~~obligated~~able to ~~purchase~~attract ~~products~~additional ~~from us. Consequently~~customers, ~~any reseller~~ or ~~distributor~~that ~~could~~our ~~cease~~customers ~~doing~~will ~~business~~continue ~~with~~to usbuy atour ~~any~~products ~~time.~~in ~~Our~~the ~~dependence~~same ~~upon~~amounts ~~Wal-Mart~~as ~~and RadioShack, along with a few other resellers and distributors results~~ in aprior ~~significant~~years. ~~concentration~~The ofloss ~~credit risk, thus a substantial portion~~ of ~~our trade receivables outstanding from time to time are often concentrated among a limited number of customers. In addition~~WalMart, ~~many~~any ofreduction ~~these customers also have~~ or ~~distribute~~interruption ~~competing~~in ~~products.~~sales Ifto ~~Wal-Mart~~WalMart, ~~RadioShack, or~~ our ~~other~~inability ~~reseller and distributor customers elect~~ to ~~increase~~successfully ~~the~~develop ~~marketing~~relationships ofwith ~~competing~~additional ~~products~~customers or ~~reduce~~future ~~the~~price ~~marketing~~concessions ofthat ~~our~~we ~~products,~~may ~~our~~have ~~ability~~ to ~~grow~~make ~~our~~could ~~business~~significantly ~~will~~harm beour ~~negatively impacted and will adversely impact revenues~~business.

~~Additional risks associated with our reseller and distributor business include the following:~~ 14

•Increased ~~the~~focus ~~termination~~by ofconsumer ~~reseller~~electronics retailers on their own private label brands could cause us to lose shelf space with our existing retail customers and ~~distributor~~make ~~agreements~~it ormore ~~reduced~~difficult orto ~~delayed~~have ~~orders;~~our products assorted at new retail customers.

•We ~~difficulty~~believe inthere ~~predicting~~is ~~sales~~an increasing focus by consumer electronics retailers, such as RadioShack and Best Buy, to ~~reseller~~concentrate an increasing portion of their product assortments within their own private label products. One of our largest customers, RadioShack, sells its own private label brand of power products that compete directly with our power products. These private label lines compete directly with our product lines and ~~distributors~~may ~~who~~receive doprominent ~~not~~positioning ~~have~~on ~~long-term~~the ~~commitments~~retail floor by these retailers. Competition has been intense in recent years and is expected to ~~purchase~~continue. ~~from~~Failure ~~us,~~to ~~which~~appropriately ~~requires~~respond usto these trends or to ~~maintain~~offer ~~sufficient~~effective ~~inventory~~sales ~~levels~~incentives and marketing programs to ~~satisfy~~our ~~anticipated~~customers ~~demand;~~could reduce our ability to secure adequate shelf space at our retail customers or generate new sales opportunities with new customers and could adversely affect our financial performance or limit our potential for achieving revenue growth.

12Increased reliance upon WalMart for the sale of our products will subject us to additional risks, and the failure to adequately manage these risks could have a material adverse impact on our operating results.

~~Table~~The inability to accurately forecast the timing and volume of ~~Contents~~orders for sales of products to resellers and distributors during any given quarter could adversely affect operating results for such quarter and, potentially, for future periods. For example, if we or our Licensee underestimate sales, we and our Licensee will not be able to fill orders on a timely basis, which could cause customer dissatisfaction and loss of future business.

•The ~~lack~~loss of ~~visibility~~WalMart ofwould ~~end~~materially ~~user~~harm ~~customers~~our ~~and~~business. ~~revenue~~While ~~recognition~~our products are currently sold through a limited number of reseller and ~~channel~~distributor ~~inventory~~agreements, ~~issues~~none ~~related~~of these customers are obligated to ~~sales~~purchase byproducts from us or our Licensee. Consequently, any reseller or distributor could cease doing business with us or our Licensee at any time. Our dependence upon WalMart, along with a few other resellers and distributors; results in a significant concentration of credit risk, thus a substantial portion of our trade receivables outstanding from time to time are often concentrated among a limited number of customers. In addition, many of these customers also have or distribute competing products. If WalMart, elects to increase the marketing of competing products or reduce the marketing of our products, our ability to grow our business will be negatively impacted and will adversely impact revenues.

•Additional ~~resellers~~risks ~~and~~associated ~~distributors~~with ~~electing~~our toand ~~resell,~~our orLicensee’s ~~increase~~reseller ~~their~~and ~~marketing~~distributor ~~of,~~business ~~competing~~include ~~products~~the ~~or technologies or reduced marketing of our products; and~~following:

•● ~~changes~~the intermination ~~corporate~~of ~~ownership,~~reseller ~~financial~~and ~~condition,~~distributor ~~business~~agreements ~~direction,~~ or ~~sales~~reduced ~~compensation related to our products,~~ or ~~product~~delayed ~~mix by the resellers and distributors.~~orders;

~~Any~~● ofdifficulty ~~these~~in ~~risks~~predicting ~~could~~sales ~~have~~to areseller ~~material~~and ~~adverse~~distributors ~~effect~~who ondo ~~our~~not ~~business,~~have ~~financial condition~~long-term commitments to purchase from us, ~~and~~which ~~results~~requires ofus ~~operations.~~to maintain sufficient inventory levels to satisfy anticipated demand;

~~Our~~● ~~operating~~lack ~~results~~of ~~are~~visibility ~~subject~~of toend ~~significant~~user ~~fluctuations,~~customers and ifrevenue ~~our~~recognition ~~results are~~and ~~worse~~channel ~~than~~inventory ~~expected,~~issues ~~our~~related ~~stock~~to ~~price~~sales ~~could~~by ~~fall.~~resellers and distributors;

~~Our~~● ~~operating~~resellers ~~results~~and ~~have~~distributors ~~fluctuated~~electing into ~~the past~~resell, ~~and~~or ~~may~~increase ~~continue to~~their ~~fluctuate~~marketing ~~in the future. The market price for our common stock has declined significantly in recent quarters~~of, ~~and~~competing ~~may~~products ~~continue~~or totechnologies ~~decline~~or ifreduced ~~our~~marketing ~~actual operating results in future quarters are below the expectations~~ of ~~securities analysts and investors. The factors that may cause~~ our ~~operating~~products; ~~results to fall short of expectations include:~~ and

•● ~~market~~changes ~~acceptance~~in ofcorporate ownership, financial condition, business direction, or sales compensation related to our products;, or product mix by the resellers and distributors.

•Any ~~the~~of ~~size~~these risks could have a material adverse effect on our business, financial condition, and ~~timing~~results of ~~customer orders;~~operations.

•Our ~~increases~~operating inresults ~~product~~are ~~costs~~subject ~~from~~to significant fluctuations, and if our ~~suppliers;~~results are worse than expected, our stock price could fall.

•Our operating results have fluctuated in the past, and may continue to fluctuate in the future. The market price for our ~~suppliers’~~common ~~ability~~stock has declined significantly in recent quarters, and may continue to ~~perform~~decline ~~under~~if ~~their~~our ~~contracts~~actual ~~with~~operating ~~us;~~results in future quarters are below the expectations of securities analysts and investors. The factors that may cause our operating results to fall short of expectations include:

•● ~~the~~market ~~timing~~acceptance of our ~~new product and technology introductions and product enhancements relative to our competitors or changes in our or our competitors’ pricing policies~~products;

•● our Licensee’s ability to ~~effectively~~sell, ~~manage~~service ~~inventory~~and ~~levels~~support our products;

~~• delay or failure to fulfill orders for our products on a timely basis;~~15

•● ~~our~~the ~~inability~~size toand ~~accurately~~timing ~~forecast~~of ~~our~~customer ~~contract manufacturing needs~~orders;

•● ~~difficulties~~increases ~~with~~in ~~new~~ product ~~production~~costs ~~implementation~~from orour ~~supply~~and ~~chain~~our Licensee’s suppliers;

•● ~~product~~the ~~defects~~timing of our new product and ~~other~~technology introductions and product ~~quality~~enhancements ~~problems~~relative to our competitors or changes in our or our competitors' pricing policies;

•● ~~the~~our ~~degree~~Licensee’s ~~and~~ability ~~rate~~to ofeffectively ~~growth~~manage ofinventory ~~the markets in which we compete and the accompanying demand for our products~~levels;

•● ~~our~~delay ~~ability~~or failure to ~~expand~~fulfill ~~our~~orders ~~internal~~for ~~and~~our ~~external~~products ~~sales~~on ~~forces~~a ~~and~~timely ~~build the required infrastructure to meet anticipated growth~~basis; ~~and~~

•● ~~seasonality~~our ofLicensee’s ~~sales.~~inability to accurately forecast our contract manufacturing needs;

~~Many~~● ofdifficulties ~~these~~with ~~factors~~new ~~are~~product ~~beyond~~production ~~our~~implementation ~~control.~~or ~~For~~supply ~~these reasons, you should not rely on period-to-period comparisons and short-term fluctuations of our financial results to forecast our future long-term performance.~~ chain;

13● product defects and other product quality problems;

~~Table~~● the degree and rate of ~~Contents~~growth of the markets in which we compete and the accompanying demand for our products;

~~Our~~● ~~inventory~~our ~~management~~and isour ~~complex~~Licensee’s ~~and~~ability ~~failure~~ to ~~properly~~expand ~~manage~~our ~~inventory~~internal ~~growth~~and ~~may result~~external insales ~~excess~~forces orand ~~obsolete~~build ~~inventory,~~ the ~~write-down~~required ofinfrastructure ~~which~~to ~~may~~meet ~~negatively~~anticipated ~~affect~~growth; ~~our operating results.~~ and

~~Our inventory~~● ~~management~~seasonality ~~is complex as we are required to balance the need to maintain strategic inventory levels to ensure competitive lead times against the risk~~ of ~~inventory overstock and obsolescence because of rapidly changing technology and customer requirements~~sales. In addition, the need to carefully manage our inventory could increase if we acquire additional customers who require us to maintain certain minimum levels of inventory on their behalf, as well as provide them with inventory return privileges. Our customers may also increase orders during periods of product shortages, cancel orders if their inventory is too high, or delay orders in anticipation of new products. They may adjust their orders in response to the supply of our products and the products of our competitors that are available to them and in response to seasonal fluctuations in end-user demand. If we ultimately determine that we have excess or obsolete inventory, we may have to reduce our prices and write-down inventory, which in turn could result in reduced operating results.

~~The~~Many ~~average~~of ~~selling~~these ~~prices~~factors ofare beyond our ~~products may~~control. ~~decrease~~For ~~over~~these ~~their~~reasons, ~~sales~~you ~~cycles,~~should ~~especially~~not ~~upon~~rely ~~the~~on ~~introduction~~period-to-period ofcomparisons ~~new~~and ~~products,~~short-term ~~which~~fluctuations ~~may~~of ~~negatively~~our ~~affect~~financial results to forecast our ~~gross~~future ~~margins.~~long-term performance.

~~Our~~The ~~products typically experience a reduction in the~~ average selling prices ~~over their respective sales cycles. Further, as we introduce new or next generation products, sales prices~~ of ~~previous generation~~our products may ~~decline~~decrease ~~substantially.~~over In order to sell products that have a falling average selling price and maintain margins at the same time, we need to continually reduce product and manufacturing costs. Furthermore, we typically invoice international customers in their ~~local~~sales ~~currency and our revenue and gross margins could be negatively impacted by fluctuations in the currencies where our international customers are located. To manage manufacturing costs~~cycles, weespecially ~~must collaborate~~upon ~~with our third-party manufacturers to engineer~~ the ~~most~~introduction ~~cost-effective~~of ~~design~~new ~~for our~~ products~~. There can be no assurances we will be successful in our efforts to reduce these costs and~~, inwhich ~~some situations, we~~ may ~~even~~negatively ~~incur~~affect ~~price increases from~~ our suppliers. In order to keep our manufacturing costs down, we must carefully manage the price paid for components used in our products as well as manage our freight and inventory costs. If we are unable to reduce the product and manufacturing cost of older products as newer products are introduced or effectively manage cost increases for our products, our average gross margins ~~may decline~~.

~~Acquisitions~~Our ~~could~~products typically experience a reduction in the average selling prices over their respective sales cycles. Further, as we and our Licensee introduce new or next generation products, sales prices of previous generation products may decline substantially. In order to sell products that have ~~negative~~a ~~consequences~~falling average selling price and maintain margins at the same time, ~~which~~we and our Licensee need to continually reduce product and manufacturing costs. Furthermore, international customers are invoiced in their local currency and our revenue and gross margins could ~~harm~~be negatively impacted by fluctuations in the currencies where our ~~business~~international customers are located. To manage manufacturing costs, we and our Licensee must collaborate with our third-party manufacturers to engineer the most cost-effective design for our products. There can be no assurances we or our Licensee will be successful in our efforts to reduce these costs and, in some situations, price increases from suppliers may be incurred. In order to keep manufacturing costs down, we and our Licensee must carefully manage the price paid for components used in our products as well as manage freight and inventory costs. If we and our Licensee are unable to reduce the product and manufacturing cost of older products as newer products are introduced or effectively manage cost increases for our products, our revenues may decline.

WeAcquisitions could have ~~acquired~~negative ~~businesses~~consequences, ~~products~~which orcould ~~technologies~~harm ~~that complement or expand~~ our ~~current capabilities~~business. For example, in 2010 we acquired Adapt and Aerial7 and we recorded impairment charges of $1.4 million and $2.3 million related to these acquisitions in 2012 and 2011, respectively. Additional acquisitions could require significant capital infusions and could involve many risks including, but not limited to, the following:

•We ~~difficulty~~have ~~integrating~~acquired businesses, products, ~~product~~or ~~roadmaps,~~ technologies, ~~systems,~~that ~~processes~~complement or expand our current capabilities. For example, in 2010 we acquired Adapt and ~~operations,~~Aerial7 ~~including~~and ~~product~~we ~~delivery,~~recorded ~~order~~impairment ~~management~~charges of $1.4 million and $2.3 million related to these acquisitions in 2012 and 2011, respectively. Additional acquisitions could require significant capital infusions and ~~information~~could ~~systems;~~involve many risks including, but not limited to, the following:

•● difficulty inintegrating, ~~conforming~~products, ~~the~~product ~~acquired~~roadmaps, ~~company’s~~technologies, ~~financial~~systems, ~~policies~~processes, and ~~practices~~operations, toincluding ~~our~~product ~~policies~~delivery, ~~and~~order ~~practices~~management, and ~~in implementing and maintaining adequate internal systems and controls over the financial reporting and~~ information systems ~~of the acquired company~~;

~~• diversion of management’s attention and disruption of ongoing business;~~16

•● difficulty in ~~combining~~conforming ~~product~~the ~~and~~acquired ~~technology~~company’s ~~offerings~~financial policies and ~~entering~~practices ~~into~~to ~~new~~our ~~markets~~policies orand ~~geographical~~practices ~~areas~~and in ~~which~~implementing weand ~~have~~maintaining noadequate orinternal ~~limited~~systems ~~direct~~and ~~experience~~controls ~~and~~over ~~where~~the ~~our~~financial ~~competitors~~reporting ~~may~~and ~~have~~information ~~stronger~~systems ~~market~~of ~~positions~~the acquired company;

•● ~~loss~~diversion of management,’s ~~sales,~~attention ~~technical,~~and ordisruption ~~other~~of ~~key~~ongoing ~~personnel~~business;

•● ~~revenue~~difficulty ~~from~~in ~~the~~combining ~~acquired~~product ~~companies~~and ~~not~~technology ~~meeting~~offerings ~~our expectations,~~ and ~~the~~entering ~~potential~~into ~~loss~~new ofmarkets ~~the~~or ~~acquired~~geographical ~~companies’~~areas ~~customers,~~in ~~distributors,~~which ~~resellers,~~we ~~suppliers,~~have no or ~~other~~limited ~~partners~~direct experience and where our competitors may have stronger market positions;

•● ~~delays~~loss orof ~~difficulties and the attendant expense in evaluating~~management, ~~coordinating, and combining administrative, manufacturing,~~ sales, ~~research and development and other operations~~technical, ~~facilities,~~or ~~and relationships with third parties in accordance with local laws and~~ other ~~obligations~~key ~~while maintaining adequate standards, controls and procedures, including financial controls and controls over information systems~~personnel;

14● revenue from the acquired companies not meeting our expectations, and the potential loss of the acquired companies’ customers, distributors, resellers, suppliers, or other partners;

~~Table~~● ofdelays ~~Contents~~or difficulties and the attendant expense in evaluating, coordinating, and combining administrative, manufacturing, sales, research and development and other operations, facilities, and relationships with third parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures, including financial controls and controls over information systems;

•● difficulty in completing projects associated with acquired in-process research and development;

•● incurring amortization expense related to intangible assets and recording goodwill and non-amortizable assets that will be subject to impairment testing and possible impairment charges;

•● dilution of existing stockholders as a result of issuing equity securities, including the assumption of any stock options or other equity awards issued by the acquired company;

•● overpayment for any acquisition or investment or unanticipated costs or liabilities;

•● responsibility for the liabilities of the acquired company, including any potential intellectual property infringement claims or other litigation; and

•● incurring substantial write-offs, restructuring charges, and transactional expenses.

Our failure to manage these risks and challenges could materially harm our business, financial condition, and results of operations. Further, if we do not successfully address these challenges in a timely manner, we may not fully realize all of the anticipated benefits or synergies on which the value of a transaction was based. Future transactions could cause our financial results to differ from expectations of market analysts or investors for any given quarter, which could, in turn, cause a decline in our stock price.

We outsource the manufacturing and fulfillment of our products, which limits our control of the manufacturing process and could result in unanticipated cost increases or cause a delay in our ability to fill orders.

~~Most~~Historically, most of our products ~~are~~were produced under contract manufacturing arrangements with manufacturers in China. Currently, our products are produced under the License Agreement through Licensee’s manufacturing arrangements with third party manufacturers. Our and our Licensee’s reliance on third-party manufacturers exposes us to risks that are not in our control, such as unanticipated cost increases or negative fluctuations in currency, which could negatively impact our results of operations and working capital. Any termination of or significant disruption in our relationship with our Licensee or its manufacturers may prevent ~~us from~~ filling customer orders in a timely manner, as ~~we generally do not maintain~~ large inventories of our products are not generally maintained, and will negatively impact our revenue.

We source our products from independent manufacturers who purchase components and other raw materials. Our use of contract manufacturers reduces control over costs, product quality and manufacturing yields. We depend upon our contract manufacturers to deliver products that are competitive in cost, free from defects and in compliance with our specifications and delivery schedules. Moreover, although arrangements with such manufacturers may contain provisions for warranty obligations on the part of contract manufacturers, we remain primarily responsible to our customers for warranty obligations. Disruption in supply, a significant increase in the cost of the assembly of our products, failure of a contract manufacturer to remain competitive in price, the failure of a contract manufacturer to comply with our procurement needs or the financial failure or bankruptcy of a contract manufacturer could delay or interrupt our ability to manufacture or deliver our products to customers at a competitive price or on a timely basis. In addition, regulatory agencies and legislatures in various countries, including the United States, have undertaken reviews of product safety, and various proposals for additional, more stringent laws and regulations are under consideration. Current or future laws or regulations may become effective in various jurisdictions in which we currently operate and may increase our costs and disrupt our business operations. 17

We ~~generally provide~~currently ~~our~~depend ~~third-party~~on ~~contract~~Licensee ~~manufacturers~~to ~~with~~manage athe ~~rolling~~manufacture, ~~forecast~~sales and distribution of ~~demand~~our ~~which~~products, ~~they~~as ~~use~~well as rights to ~~determine~~develop ~~our~~new ~~material~~products and ~~component~~our ~~requirements.~~intellectual ~~Lead~~property ~~times~~pursuant ~~for~~to ~~ordering~~the ~~materials~~License Agreement, and ~~components~~we ~~vary~~expect ~~significantly~~to ~~and~~earn ~~depend~~revenues onfrom ~~various factors,~~ such asactivities. ~~the~~This ~~specific~~License ~~supplier,~~Agreement ~~contract~~has ~~terms~~an ~~and~~initial ~~supply~~term ~~and~~of ~~demand~~is for a ~~component~~two atyear aperiod, ~~given~~with ~~time.~~options ~~Some~~to ofrenew, ~~our~~but ~~components~~is ~~have~~also ~~long~~terminable ~~lead~~by ~~times~~either party with notice. ~~For~~If ~~example~~this License Agreement does not generate significant revenue, ~~certain~~or ~~electronic~~if ~~components~~Licensee ~~used~~fails into ~~our~~provide ~~chargers~~the ~~have~~services ~~lead~~noted ~~times~~above, ~~that~~either ~~range~~party ~~from~~may ~~six~~decide to ~~ten~~ ~~weeks.~~terminate Ifthe ~~our~~License ~~forecasts~~Agreement ~~are~~or ~~less~~choose ~~than~~to ~~our~~not ~~actual~~renew ~~requirements,~~the ~~our~~License ~~contract~~Agreement, ~~manufacturers~~and we may not be ~~unable~~able to ~~manufacture~~resume ~~products~~such inactivities with a ~~timely~~suitable ~~manner~~supplier. IfDisruption ~~our~~in ~~forecasts~~Licensee’s ~~are~~supply ~~too~~of ~~high~~our products, a significant increase in the cost of the assembly of our products, failure of a Licensee or its contract manufacturers ~~will~~to beremain ~~unable~~competitive toin ~~use~~price, the ~~components they~~failure ~~have~~of ~~purchased~~Licensee onor ~~our~~its ~~behalf,~~contract ~~which~~manufacturer ~~may~~to ~~require~~comply uswith toour ~~purchase~~fulfillment needs or the ~~components~~financial ~~from~~failure ~~them~~or ~~before~~bankruptcy ~~they~~of ~~are~~Licensee ~~used~~or inits ~~the~~contract manufacturer could delay or interrupt Licensee’s ability to manufacture ofor deliver our products to customers at a competitive price or on a timely basis negatively affecting our revenues.

15Our reliance on Licensee may inhibit our ability to meet customer demand.

~~Table~~We depend upon Licensee to manufacture and deliver our products to customers that are free from defects, competitive in functionality and cost and in compliance with our specifications. Disruption in supply, a significant increase in the cost of ~~Contents~~one or more components, failure of Licensee to remain competitive in functionality or price, the failure of Licensee to comply with any of our fulfillment needs or the financial failure or bankruptcy of Licensee could delay or interrupt the delivery our products to customers on a timely basis.

WeAny ~~rely~~termination onof ~~contract~~or ~~fulfillment~~significant ~~providers~~disruption toin ~~warehouse~~ our ~~finished~~relationship ~~goods~~with ~~inventory~~Licensee ~~and~~or ~~to ship~~Licensee’s ~~our~~relationship ~~products~~with toits ~~our~~suppliers ~~customers.~~may Weprevent docustomer ~~not~~orders ~~have~~from ~~long-term~~being ~~contracts~~filled ~~with~~in a timely manner as large inventories of our ~~fulfillment~~products ~~providers~~are not generally maintained. ~~Any~~In ~~termination~~the ofevent orthat ~~significant~~such ~~disruption~~a intermination ~~our~~or ~~relationship~~disruption ~~with~~were ~~our~~to ~~fulfillment~~occur, ~~providers~~we may ~~prevent~~have ~~customer~~to ~~orders~~find ~~from~~and ~~being~~qualify ~~fulfilled in~~an aalternative ~~timely~~source ~~manner,~~for asproviding our products to customers. The time it would ~~require~~take ~~that~~to wecomplete ~~relocate~~this ~~our~~process ~~finished~~with ~~goods~~delays ~~inventory~~ranging tofrom ~~another~~as ~~warehouse~~little ~~facility~~as a few days to several months, and, ~~arrange~~in ~~for~~some ~~shipment~~cases, ofa ~~products~~suitable toalternative ~~our~~may ~~customers.~~not be available at all.

~~Our~~We ~~reliance~~have onexperienced ~~sole~~returns ~~sources~~of ~~for~~our ~~key~~products, ~~components~~which ~~may~~could ~~inhibit~~in the future harm our ~~ability~~reputation toand ~~meet~~negatively ~~customer~~impact ~~demand.~~our operating results.

~~The~~In ~~principal~~the ~~components~~past, some of our customers have returned products ~~are~~to ~~purchased~~us ~~from~~because ~~outside~~the ~~vendors~~product did not meet their expectations, specifications or requirements. ~~Several~~These returns were approximately 11% of ~~these~~revenue ~~vendors~~for ~~are~~the ~~our~~year ~~sole~~ended ~~source~~December of31, ~~supply~~2013 and 8% for the year ended December 31, 2012. WeIt dois ~~not~~likely ~~have~~that ~~long-term~~we ~~supply~~will ~~agreements~~experience ~~with~~some level of returns in the ~~manufacturers~~future of and these ~~components~~levels may be difficult to estimate.

WeAlso, ~~depend~~returns ~~upon~~may ~~our~~adversely ~~suppliers~~affect toour ~~deliver~~relationship ~~components~~with ~~that~~those ~~are~~customers ~~free~~and ~~from~~may ~~defects,~~harm ~~competitive~~our inreputation. ~~functionality and~~This ~~cost~~could ~~and~~cause inus ~~compliance~~to ~~with~~lose ~~our~~potential ~~specifications~~customers and ~~delivery~~business ~~schedules. Disruption~~ in ~~supply, a significant increase in~~ the ~~cost~~future. ofWe ~~one~~record ora ~~more~~reserve ~~components,~~for ~~failure~~future ofreturns aat ~~supplier~~the totime ~~remain~~revenue ~~competitive~~is inrecognized. ~~functionality~~We orbelieve ~~price,~~ the ~~failure~~reserve ofis ~~a supplier~~adequate togiven ~~comply with any of~~ our ~~procurement~~historical ~~needs~~level ~~or the financial failure or bankruptcy~~ of areturns. ~~supplier~~If ~~could~~returns ~~delay~~increase, orhowever, ~~interrupt~~ our ~~ability~~reserve tomay ~~manufacture~~not orbe ~~deliver~~sufficient ~~our~~and ~~products~~operating toresults ~~customers~~could onbe anegatively ~~timely basis~~affected.

~~Any~~We ~~termination~~may ofhave ordesign ~~significant~~quality ~~disruption~~and inperformance ~~our~~issues ~~relationship~~ with our ~~suppliers may prevent us from filling customer orders in a timely manner as we generally do not maintain large inventories of components or~~ products. ~~In the event~~ that amay ~~termination~~adversely oraffect ~~disruption~~our ~~were~~reputation ~~to occur, we would have to find~~ and ~~qualify an alternative source. The time it would take to complete this process would vary based upon the size of the supplier base and the complexity of the component or product and could divert~~ our ~~management~~operating ~~resources and be costly~~results. ~~Delays could range from as little as a few days to several months, and, in some cases, a suitable alternative may not be available at all.~~

WeA number of our products are based on new technology and the designs are complex. As such, they may contain undetected errors or performance problems, particularly during new or enhanced product launches. Despite product testing prior to introduction, our products have ~~experienced~~in the past, on occasion, contained errors that were discovered after commercial introduction. Any future defects discovered after shipment of our products could result in loss of sales, delays in market acceptance or product returns and warranty costs. We attempt to make adequate allowance in our new product release schedule for testing of product performance. Because of the complexity of our products, however, our release of new products may be postponed should test results indicate the need for redesign and retesting, or should we elect to add product enhancements in response to customer feedback. In addition, third-party products, upon which our products are dependent, may contain defects which could inreduce or undermine the ~~future~~ ~~harm~~performance of our ~~reputation~~products and ~~negatively~~adversely ~~impact~~affect our operating results.

InWe ~~the~~may ~~past,~~incur ~~some of our customers have returned products to us because the~~ product ~~did~~liability ~~not~~claims ~~meet~~which ~~their~~could ~~expectations,~~be ~~specifications~~costly ~~or requirements. These returns were approximately 8% of revenue for the year ended December 31, 2012, 5% for the year ended December 31, 2011,~~ and 3%could ~~for the~~harm ~~year ended December 31, 2010. It is likely that we will experience some level of returns in the future and these levels may be difficult to estimate. A portion of~~ our ~~sales to distributors is generally under terms that provide for certain stock balancing privileges~~reputation. Under the stock balancing programs, some distributors are permitted to return up to 15% of their prior quarter’s purchases, provided that they place a new order for equal or greater dollar value of the amount returned.

~~Also,~~The ~~returns~~sale ~~may~~of ~~adversely~~our ~~affect~~products ~~our~~involves ~~relationship~~risk ~~with~~of ~~those~~product ~~customers~~liability ~~and~~claims ~~may~~against ~~harm~~us. We currently maintain product liability insurance, but our ~~reputation.~~product ~~This~~liability ~~could cause~~insurance uscoverage is subject to ~~lose~~various ~~potential~~coverage ~~customers~~exclusions and ~~business~~limits and may not be obtainable in the future. Weon ~~record~~terms aacceptable ~~reserve~~to ~~for~~us, ~~future~~or ~~returns~~ at ~~the~~all. ~~time~~We ~~revenue~~do isnot ~~recognized.~~know Wewhether ~~believe~~claims ~~the~~against ~~reserve~~us iswith ~~adequate~~respect ~~given~~to our ~~historical~~products, ~~level~~if ofany, ~~returns.~~would Ifbe ~~returns~~successfully ~~increase,~~defended ~~however,~~or whether our ~~reserve~~ ~~may~~insurance ~~not~~would be sufficient ~~and~~to ~~operating~~cover ~~results~~liabilities ~~could~~resulting befrom ~~negatively~~such ~~affected~~claims. Any claims successfully brought against us could harm our business.

~~We may have design quality and performance issues with our products that may adversely affect our reputation and our operating results.~~ 18

AIf ~~number~~we offail our products are based on new technology and the designs are complex. As such, they may contain undetected errors or performance problems, particularly during new or enhanced product launches. Despite product testing prior to ~~introduction,~~protect our ~~products have~~intellectual inproperty ~~the past, on occasion, contained errors that were discovered after commercial introduction. Any future defects discovered after shipment of~~ our ~~products~~business ~~could result in loss of sales, delays in market acceptance or product returns~~ and ~~warranty~~ ~~costs.~~ability ~~We attempt~~ to ~~make~~compete adequate allowance in our new product release schedule for testing of product performance. Because of the complexity of our products, however, our release of new products may be postponed should test results indicate the need for redesign and retesting, or should we elect to add product enhancements in response to customer feedback. In addition, third-party products, upon which our products are dependent, may contain defects which could ~~reduce or undermine the performance of our products and adversely affect our operating results~~suffer.

16Our success and ability to compete are dependent upon our internally developed technology and know-how. We rely primarily on a combination of patent protection, copyright and trademark laws, trade secrets, nondisclosure agreements and technical and data security measures to protect our proprietary rights. While we have certain patents and patents pending, there can be no assurance that patents pending or future patent applications will be issued or that, if issued, those patents will not be challenged, invalidated or circumvented or that rights granted thereunder will provide meaningful protection or other commercial advantage to us. Moreover, there can be no assurance that any patent rights will be upheld in the future or that we will be able to preserve any of our other intellectual property rights.

~~Table~~We typically enter into confidentiality, non-compete or invention assignment agreements with our key employees, distributors, customers and potential customers, and limit access to, and distribution of, ~~Contents~~our product design documentation and other proprietary information. There can be no assurance that our confidentiality agreements, confidentiality procedures, noncompetition agreements or other factors will be adequate to deter misappropriation or independent third-party development of our technology or to prevent an unauthorized third-party from obtaining or using information that we regard as proprietary. Litigation efforts may be necessary in the future to defend our intellectual property rights and would likely result in substantial cost to us and a diversion from management’s focus on core business issues.

We may ~~incur~~be ~~product~~subject ~~liability~~to ~~claims~~intellectual ~~which~~property ~~could~~infringement beclaims that are costly to defend and could ~~harm~~limit our ~~reputation.~~ ability to use certain technologies in the future.

The ~~sale~~laws of ~~our~~some ~~products~~foreign ~~involves~~countries ~~risk~~do ofnot ~~product~~protect ~~liability~~or ~~claims~~enforce ~~against~~proprietary ~~us.~~rights Weto ~~currently~~the ~~maintain~~same ~~product liability~~extent ~~insurance~~as do the laws of the United States, ~~but~~and ~~our~~the ~~product~~right ~~liability~~to ~~insurance~~a ~~coverage~~patent isin ~~subject~~the United States recently changed from a first to ~~various~~invent ~~coverage~~to ~~exclusions~~a ~~and~~first ~~limits~~to ~~and~~file ~~may~~basis. We cannot be sure that our products or technologies do not infringe patents that may be ~~obtainable~~granted in the future onpursuant ~~terms~~to ~~acceptable~~pending topatent ~~us,~~applications or atthat ~~all.~~our Weproducts do not ~~know~~infringe ~~whether~~any patents or proprietary rights of third parties. In the event that any relevant claims ~~against~~of usthird-party ~~with respect~~patents are upheld as valid and enforceable, we could be prevented from selling our products or could be required to obtain licenses from the owners of such patents or be required to redesign our products to avoid infringement. There can be no assurance that such licenses would be available or, if ~~any~~available, would be ~~successfully~~on ~~defended~~terms oracceptable ~~whether~~to ~~our~~us ~~insurance~~or that we would be ~~sufficient~~successful in any attempts to ~~cover~~redesign ~~liabilities~~our ~~resulting~~products ~~from~~or ~~such~~processes ~~claims~~to avoid infringement. ~~Any~~Our ~~claims~~failure ~~successfully~~to ~~brought~~obtain ~~against~~these uslicenses ~~could~~or ~~harm~~to redesign our products would have a material adverse effect on our business.

IfThere wecan ~~fail~~be no assurance that our competitors will not independently develop technology similar to our existing proprietary rights. We expect that our products will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. There can be no assurance that third parties will not assert infringement claims against us in the future or, if infringement claims are asserted, that such claims will be resolved in our favor. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms favorable to us, if at all. In addition, litigation may be necessary in the future to protect our trade secrets or other intellectual property ~~our~~rights, ~~business~~or to determine the validity and ~~ability~~scope toof ~~compete~~the proprietary rights of others. Such litigation could ~~suffer~~result in substantial costs and diversion of resources.

~~Our~~If ~~success~~we ~~and~~lose ~~ability~~key ~~to compete are dependent upon our internally developed technology and know-how. We rely primarily on a combination of patent protection~~personnel, ~~copyright~~ and ~~trademark~~if ~~laws,~~we ~~trade~~are ~~secrets,~~unable ~~nondisclosure agreements and technical and data security measures~~ to ~~protect~~hire ~~our proprietary rights. While we have certain patents~~ and ~~patents~~retain ~~pending,~~additional ~~there~~qualified ~~can~~personnel beas ~~no assurance that patents pending or future patent applications will be issued or that~~necessary, ifwe ~~issued,~~may ~~those patents will~~ not be ~~challenged,~~able ~~invalidated or circumvented or that rights granted thereunder will provide meaningful protection or other commercial advantage~~ to ~~us.~~successfully ~~Moreover,~~manage ~~there~~our ~~can~~business ~~be no assurance that any patent rights will be upheld in the future~~ or ~~that~~achieve ~~we will be able to preserve any of~~ our ~~other intellectual property rights~~objectives.

We ~~typically~~experienced ~~enter~~significant ~~into~~reductions ~~confidentiality,~~in ~~non-compete~~work orforce ~~invention~~during ~~assignment~~2013, ~~agreements~~which ~~with~~may limit our ~~key~~ability ~~employees,~~to ~~distributors,~~ability ~~customers and~~to ~~potential~~increase ~~customers,~~sales and ~~limit~~grow ~~access~~our ~~to,~~business ~~and~~in ~~distribution~~the ~~of,~~future. ~~our~~We ~~product~~believe ~~design~~our ~~documentation~~future ~~and~~success ~~other~~will ~~proprietary~~depend ~~information.~~in ~~There~~large ~~can~~part beupon ~~no assurance that~~ our ~~confidentiality~~ability ~~agreements~~to identify, ~~confidentiality procedures~~attract, ~~noncompetition agreements~~hire orand ~~other~~retain ~~factors~~highly ~~will~~skilled beexecutive, ~~adequate~~managerial, toengineering, ~~deter~~sales ~~misappropriation~~and ormarketing, ~~independent~~finance ~~third-party~~and ~~development~~operations ofpersonnel. ~~our~~Competition ~~technology~~for orpersonnel toin ~~prevent~~the antechnology ~~unauthorized~~industry ~~third-party~~is ~~from~~intense, ~~obtaining~~and orwe ~~using~~compete ~~information~~for ~~that~~personnel weagainst ~~regard~~numerous ascompanies, ~~proprietary.~~including ~~Litigation efforts~~larger, ~~may~~more beestablished ~~necessary~~companies inwith ~~the~~significantly ~~future~~greater tofinancial ~~defend~~resources. ~~our~~There ~~intellectual~~can ~~property~~be ~~rights~~no ~~and~~assurance ~~would~~we ~~likely~~will ~~result~~have inthe ~~substantial~~financial ~~cost~~resources to, usnor ~~and~~be asuccessful ~~diversion~~in ~~from~~our ~~management’s~~efforts ~~focus~~to onidentify, ~~core~~attract, ~~business~~hire ~~issues.~~and retain personnel.

~~We may be subject to intellectual property infringement claims that are costly to defend and could limit our ability to use certain technologies in the future.~~ 19

~~The~~We ~~laws of some foreign countries~~ do not ~~protect~~maintain orkey ~~enforce~~person ~~proprietary~~life ~~rights~~insurance toon ~~the~~any ~~same extent as do the laws~~ of ~~the~~our ~~United~~executive ~~States, and the right to a patent in the United States recently changed from a first to invent to a first to file basis~~officers. WeThe ~~cannot~~loss beof ~~sure that our products or technologies do not infringe patents that may be granted in~~ the ~~future~~services ~~pursuant to pending patent applications or that our products do not infringe any patents or proprietary rights~~ of ~~third parties. In the event that~~ any ~~relevant~~other ~~claims~~ of ~~third-party~~our ~~patents~~key ~~are~~executives ~~upheld~~or asother ~~valid~~personnel, and ~~enforceable, we could be prevented from selling our products or could be required to obtain licenses from~~ the ~~owners~~inability ~~of such patents or be required~~ to ~~redesign our products to avoid infringement. There can be no assurance that such licenses would be available or~~identify, ~~if available~~attract, ~~would~~hire ~~be on terms acceptable to us~~ or ~~that~~retain wequalified ~~would~~personnel ~~be successful~~ in ~~any~~the ~~attempts~~future tocould ~~redesign~~make ~~our~~it ~~products~~difficult orfor ~~processes~~us to ~~avoid~~manage ~~infringement.~~our ~~Our~~business ~~failure~~and tomeet ~~obtain~~key ~~these~~objectives, ~~licenses~~such oras totimely ~~redesign~~product ~~our~~introductions, ~~products~~and ~~would~~could ~~have~~negatively aimpact ~~material adverse effect on~~ our ~~business.~~financial performance

~~There can be no assurance that our competitors will not independently develop technology similar to our existing proprietary rights.~~ We expect that our products will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. There can be no assurance that third parties will not assert infringement claims against us in the future or, if infringement claims are asserted, that such claims will be resolved in our favor. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be ~~available~~able ~~on terms favorable~~ to ~~us,~~secure ifadditional atfinancing ~~all. In addition, litigation may be necessary in the future~~ to ~~protect~~meet our ~~trade~~future ~~secrets~~capital ~~or other intellectual property rights, or to determine the validity and scope of the proprietary rights of others~~needs. ~~Such litigation could result in substantial costs and diversion of resources.~~

IfWe wecurrently ~~continue~~rely on cash flow from operations and cash on hand to ~~lose~~fund ~~key~~our ~~personnel~~operating and capital needs. We may, in the future, expend significant capital to further develop our products, increase awareness of our brand names, expand our sales, operating and ifmanagement infrastructure, and pursue opportunities to acquire businesses, products or technologies that complement or expand our current capabilities. We may also use capital more rapidly than currently anticipated. Additionally, we ~~are~~may ~~unable~~incur higher operating expenses and generate lower revenue than currently expected, and we may be required to ~~hire~~ access external financing to satisfy our operating and ~~retain~~capital ~~additional~~needs. ~~qualified~~We ~~personnel~~may asbe ~~necessary~~unable to secure financing on terms acceptable to us, or at all, at the time when we ~~may~~need ~~not~~such funding. If we raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be ~~able~~reduced, and the securities that we issue may have rights, preferences or privileges senior to ~~successfully~~those ~~manage~~of the holders of our ~~business~~common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives. and would have a negative impact on our business, financial condition and results of operations.

WeRisks ~~experienced~~Related ~~significant~~To ~~reductions~~Our in work force during 2012, which may limit our ability to ability to increase sales and grow our business in the future. We believe our future success will depend in large part upon our ability to identify, attract, hire and retain highly skilled executive, managerial, engineering, sales and marketing, finance and operations personnel. Competition for personnel in the technology industry is intense, and we compete for personnel against numerous companies, including larger, more established companies with significantly greater financial resources. There can be no assurance we will have the financial resources to, nor be successful in our efforts to identify, attract, hire and retain personnel. Industry

17Intense competition in the market for mobile electronic devices could adversely affect our revenue and operating results.

~~Table~~The market for mobile electronic devices in general is intensely competitive, subject to rapid changes and sensitive to new product introductions or enhancements and marketing efforts by industry participants. We expect to experience significant and increasing levels of ~~Contents~~competition in the future, including competition from private label brands offered by consumer electronics retailers. There can be no assurance that we can maintain our competitive position against current or potential competitors, including our own retail customers, especially those with greater financial, marketing, service, support, technical or other competitive resources.

~~Our~~We ~~success~~currently ~~also~~compete ~~depends~~with tothe ainternal ~~significant~~design ~~degree~~efforts ~~upon~~of ~~the~~various ~~continued~~OEMs. ~~contributions~~These ofOEMs ~~our~~have ~~key executives,~~larger ~~management,~~technical ~~engineering~~staffs, ~~sales~~more established and larger marketing, ~~finance~~ and ~~manufacturing~~sales ~~personnel,~~organizations ~~many~~and ofsignificantly ~~whom~~greater ~~would~~financial beresources ~~difficult~~than towe ~~replace~~do. WeSuch ~~have~~competitors ~~experienced~~may ~~the~~respond ~~departure~~more ofquickly ~~various~~than ~~key~~we ~~executive~~do ~~officers~~to innew ~~2012~~or ~~and~~emerging ~~2013,~~technologies ~~including~~and ~~the~~changes ~~departure of~~in ~~our~~customer ~~former Chief Financial Officer~~requirements, ~~and~~may ~~can~~devote ~~give~~greater noresources ~~assurances as~~ to ~~when~~the development, orsale ~~if,~~and wepromotion ~~will~~of ~~locate~~their ~~suitable~~products ~~candidates~~better tothan ~~fill~~we ~~the~~do ~~vacant~~or ~~positions.~~may ~~These~~develop ~~departures,~~products ~~and~~that ~~our~~are ~~ability~~superior to ~~fill~~our ~~the~~products ~~vacancies,~~or ~~may~~that ~~adversely~~achieve ~~affect~~greater ~~our~~market ~~business operations and financial performance~~acceptance.

WeOur dofuture ~~not~~success ~~maintain~~will ~~key~~depend, ~~person~~in ~~life~~part, ~~insurance~~upon onour ~~any~~and ofour Licensee’s ability to increase sales in our ~~executive~~targeted ~~officers~~markets. ~~The~~There ~~loss of~~can ~~the~~be ~~services~~no ofassurance ~~any~~that ~~other~~we ofwill ~~our~~be ~~key~~able ~~executives~~to orcompete ~~other~~successfully ~~personnel,~~with ~~and~~our competitors or that the ~~inability~~competitive topressures ~~identify,~~we ~~attract,~~face ~~hire~~will ornot ~~retain~~have ~~qualified~~a ~~personnel~~material inadverse ~~the~~effect on our business. Our future ~~could~~success ~~make~~will itdepend ~~difficult~~in ~~for~~large uspart upon our and our Licensee’s ability to ~~manage~~increase our ~~business~~share of our target market and ~~meet~~to ~~key~~sell ~~objectives,~~additional ~~such~~products ~~as timely~~and product ~~introductions,~~enhancements ~~and~~to ~~could~~existing ~~negatively~~customers. ~~impact~~Future ~~our~~competition ~~financial~~may ~~performance~~result in price reductions, reduced margins or decreased sales.

WeShould ~~may~~the ~~not~~market bedemand ~~able~~for tomobile ~~secure additional~~electronic ~~financing~~devices todecrease, ~~meet~~we ~~our~~may ~~future~~not ~~capital~~achieve ~~needs.~~anticipated revenue.

WeThe ~~currently~~demand ~~rely~~for ~~on cash flow from operations and cash on hand to fund our operating and capital needs. We may, in~~ the ~~future,~~majority ~~expend significant capital to further develop our products, increase awareness~~ of our ~~brand names, expand our sales, operating and management infrastructure, and pursue opportunities to acquire businesses,~~ products ~~or technologies that complement or expand our current capabilities. We may also use capital more rapidly than currently anticipated. Additionally, we may incur higher operating expenses~~ and ~~generate~~technology ~~lower~~is ~~revenue~~primarily ~~than currently~~driven ~~expected,~~by ~~and~~the weunderlying ~~may~~market bedemand ~~required~~for tomobile ~~access~~electronic ~~external financing to satisfy our operating and capital needs~~devices. WeShould ~~may be unable to secure financing on terms acceptable to us, or at all, at~~ the ~~time~~growth ~~when~~in wedemand ~~need~~for ~~such~~mobile ~~funding.~~electronic Ifdevices ~~we raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would~~ be ~~reduced~~inhibited, ~~and the securities that~~ we ~~issue~~ may ~~have~~not ~~rights,~~be ~~preferences~~able ~~or privileges senior~~ to ~~those~~increase ~~of the holders of our common stock~~ or ~~may~~sustain berevenue. ~~issued~~Industry atgrowth adepends ~~discount to the market price of our common stock which would result~~ in ~~dilution~~part ~~to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants which could place limitations~~ on ~~our~~the ~~operations~~following including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations. factors:

~~Risks~~● ~~Related~~general Tomicro ~~Our~~and ~~Industry~~macro-economic conditions and decreases in demand for mobile electronic devices resulting from recessionary conditions;

~~Intense competition in the market for mobile electronic devices could adversely affect our revenue and operating results.~~ 20

~~The~~● ~~market~~increased ~~for~~demand ~~mobile electronic devices in general is intensely competitive, subject to rapid changes and sensitive to new product introductions or enhancements and marketing efforts~~ by ~~industry~~consumers ~~participants. We expect to experience significant~~ and ~~increasing~~businesses ~~levels~~for ofmobile ~~competition~~electronic indevices; the future, including competition from private label brands offered by consumer electronics retailers. There can be no assurance that we can maintain our competitive position against current or potential competitors, including our own retail customers, especially those with greater financial, marketing, service, support, technical or other competitive resources. and

We● ~~currently compete with~~ the ~~internal~~number ~~design~~and ~~efforts~~quality of ~~various~~mobile ~~OEMs.~~electronic ~~These~~devices OEMs have larger technical staffs, more established and larger marketing and sales organizations and significantly greater financial resources than we do. Such competitors may respond more quickly than we do to new or emerging technologies and changes in ~~customer~~ ~~requirements, may devote greater resources to~~ the ~~development, sale and promotion of their products better than we do or may develop products that are superior to our products or that achieve greater~~ market ~~acceptance~~.

~~Our~~The ~~future~~market ~~success~~for ~~will~~our ~~depend,~~products inand ~~part,~~services ~~upon~~depends ~~our~~on ~~ability~~economic toconditions ~~increase~~affecting ~~sales~~the inbroader ~~our~~information ~~targeted~~technology ~~markets~~market. ~~There~~Prolonged ~~can~~weakness bein nothis ~~assurance~~market ~~that~~could ~~we will~~cause becustomers ~~able~~ to ~~compete~~reduce ~~successfully~~their ~~with~~overall ~~our~~information ~~competitors~~technology budgets or ~~that~~reduce ~~the~~or ~~competitive~~cancel ~~pressures~~orders wefor ~~face~~our ~~will~~products. ~~not~~In ~~have~~this aenvironment, ~~material~~our ~~adverse~~and ~~effect on~~ our ~~business.~~Licensee’s ~~Our~~customers ~~future~~or ~~success~~end ~~will~~users ~~depend~~may inexperience ~~large~~financial ~~part~~difficulty, ~~upon~~cease ~~our~~operations ~~ability~~and fail to ~~increase~~budget ~~our~~or ~~share~~reduce budgets for the purchase of our ~~target~~ ~~market~~products and services. This, in turn, may lead to ~~sell~~longer ~~additional~~sales ~~products~~cycles, ~~and~~delays ~~product~~in ~~enhancements~~purchase todecisions, ~~existing~~payment ~~customers.~~and ~~Future~~collection, ~~competition~~and may also result in downward price ~~reductions~~pressures, ~~reduced~~causing us to realize lower revenue and operating margins. In addition, general economic uncertainty can make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. Some businesses have and may curtail or ~~decreased~~suspend ~~sales~~capital spending on information technology. These factors may cause our revenue and operating margins to decline.

18If our products fail to comply with domestic and international government regulations, or if these regulations result in a barrier to our business, our revenue could be negatively impacted.

~~Table~~Our products must comply with various domestic and international laws, regulations and standards. For example, the shipment of ~~Contents~~our products from the countries in which they are manufactured to other international or domestic locations requires us to obtain export licenses and to comply with possible import restrictions of the countries in which we sell our products. In the event that we are unable or unwilling to comply with any such laws, regulations or standards, we may decide not to conduct business in certain markets. Particularly in international markets, we may experience difficulty in securing required licenses or permits on commercially reasonable terms, or at all. In addition, we are generally required to obtain both domestic and foreign regulatory and safety approvals and certifications for our products. Failure to comply with existing or evolving laws or regulations, including export and import restrictions and barriers, or to obtain timely domestic or foreign regulatory approvals or certificates could negatively impact our revenue.

~~Should~~Economic ~~the~~conditions, ~~market~~political ~~demand~~events, ~~for~~war, ~~mobile~~terrorism, ~~electronic~~public ~~devices~~health ~~decrease~~issues, wenatural ~~may~~disasters ~~not~~and ~~achieve anticipated~~other ~~revenue~~circumstances could have a material adverse effect on our operations and performance.

~~The~~Our ~~demand~~operations ~~for~~and ~~the~~performance ~~majority~~and those of our ~~products~~Licensee, ~~and~~including ~~technology~~collection isof ~~primarily~~our ~~driven~~accounts byreceivable, ~~the~~depend ~~underlying market~~significantly ~~demand~~on ~~for~~worldwide ~~mobile~~economic ~~electronic~~conditions ~~devices~~and their impact on levels of consumer spending. ~~Should~~Some of the ~~growth~~factors that could influence the levels of consumer spending include volatility in ~~demand~~fuel ~~for~~and ~~mobile~~other ~~electronic~~energy ~~devices~~costs, beconditions ~~inhibited~~in the residential real estate and mortgage markets, welabor ~~may~~and ~~not~~healthcare becosts, ~~able~~increased unemployment (particularly with office workers), access to ~~increase~~credit, orconsumer ~~sustain~~confidence ~~revenue~~and other macroeconomic factors affecting consumer spending behavior. ~~Industry~~These ~~growth~~and ~~depends~~other ineconomic ~~part~~factors have had, and could continue to have, a material adverse effect on ~~the~~demand ~~following~~for ~~factors:~~our products and services and on our financial condition and operating results.

•In ~~general~~addition, ~~micro~~war, terrorism, geopolitical uncertainties, public health issues, and ~~macro-economic~~other ~~conditions~~business interruptions have caused and ~~decreases~~could incause damage or disruption to international commerce and the global economy, and thus could have a strong negative effect on us and our suppliers, logistics providers, manufacturing vendors and customers. Our business operations and those of our Licensee are subject to interruption by natural disasters, fire, power shortages, terrorist attacks, and other hostile acts, labor disputes, public health issues, and other events beyond our control. Such events could decrease demand for ~~mobile~~our ~~electronic~~products, ~~devices~~make ~~resulting~~it difficult or impossible for us to make and deliver products to our customers or to receive components from ~~recessionary~~our ~~conditions;~~suppliers, and create delays and inefficiencies in our supply chain. Should major public health issues, including pandemics, arise, we could be negatively affected by more stringent employee travel restrictions, additional limitations in freight services, governmental actions limiting the movement of products between regions, delays in production ramps of new products, and disruptions in the operations of our manufacturing vendors and component suppliers.

•Risks ~~increased~~Related ~~demand~~To byOur ~~consumers~~Common ~~and businesses for mobile electronic devices; and~~Stock

•Our decision to voluntarily delist our common stock from NASDAQ and our decision to deregister our common stock under the ~~number~~Exchange Act may affect the price and ~~quality~~liquidity of ~~mobile~~our ~~electronic~~shares ~~devices~~of common stock as well as our ability to raise capital in the ~~market~~future.

~~The~~On ~~market~~November ~~for~~22, ~~our~~2013, ~~products~~we ~~and~~filed ~~services~~a ~~depends~~Form on25 ~~economic~~with ~~conditions~~the ~~affecting~~SEC ~~the~~to ~~broader~~voluntarily ~~information~~delist ~~technology~~our ~~market.~~common ~~Prolonged weakness~~stock infrom ~~this~~NASDAQ ~~market~~and ~~could~~deregister ~~cause~~our ~~customers~~common tostock ~~reduce~~under ~~their~~Section ~~overall~~12(b) ~~information~~of ~~technology~~the ~~budgets~~Exchange orAct. ~~reduce~~On orDecember ~~cancel~~18, ~~orders~~2013, ~~for~~we ~~our~~filed ~~products.~~a InForm ~~this~~15 ~~environment,~~with ~~our~~the ~~customers~~SEC orto ~~end~~voluntarily ~~users~~deregister ~~may~~our ~~experience~~common ~~financial~~stock ~~difficulty,~~under ~~cease~~Section ~~operations and~~12(g) ~~fail~~of tothe ~~budget~~Exchange orAct. ~~reduce~~Our ~~budgets~~obligation ~~for~~to ~~the~~file ~~purchase~~periodic ofreports, ~~our~~such ~~products~~as ~~and~~Annual ~~services.~~Reports ~~This,~~on inForm ~~turn~~10-K, ~~may~~Quarterly ~~lead~~Reports toon ~~longer~~Form ~~sales~~10-Q ~~cycles,~~and ~~delays~~Current inReports ~~purchase~~on ~~decisions~~Form 8-K, ~~payment~~under ~~and~~Section ~~collection,~~13(a) ~~and~~of ~~may~~the ~~also~~Exchange ~~result~~Act inwas ~~downward~~suspended ~~price~~upon ~~pressures,~~the ~~causing~~filing usof ~~to realize~~the ~~lower~~Form ~~revenue~~15 ~~and~~under ~~operating~~Section ~~margins.~~12(g) Inof ~~addition,~~the ~~general~~Exchange ~~economic~~Act. ~~uncertainty~~The ~~can~~deregistration ~~make~~under itSection ~~difficult~~12(g) toof ~~predict~~the ~~changes~~Exchange inAct ~~the~~was ~~purchasing~~effective ~~requirements~~as of ~~our~~March ~~customers~~18, ~~and~~2014, 90 days after the ~~markets~~filing weof ~~serve.~~the ~~Some~~Form ~~businesses~~15 ~~have~~under ~~and~~Section ~~may~~12(g) ~~curtail~~of orthe ~~suspend capital~~Exchange ~~spending~~Act, onat ~~information~~which ~~technology.~~time ~~These~~our ~~factors~~other ~~may~~filing ~~cause~~requirements ~~our~~under ~~revenue~~Section ~~and~~13(a) ~~operating~~of ~~margins~~the toExchange ~~decline.~~Act terminated.

~~If our products fail to comply with domestic and international government regulations, or if these regulations result in a barrier to our business, our revenue could be negatively impacted.~~ 21

~~Our~~As ~~products~~of ~~must~~January ~~comply~~1, ~~with various domestic and international laws~~2014, ~~regulations~~we ~~and~~had ~~standards.~~less ~~For~~than ~~example,~~300 ~~the~~holders ~~shipment~~ of ~~our products~~record ~~from~~of ~~the~~its ~~countries~~securities, inas ~~which~~determined ~~they~~pursuant ~~are manufactured~~ to ~~other~~Rule ~~international~~12g5-1 orpromulgated ~~domestic~~under ~~locations~~the ~~requires~~Exchange usAct. toAccordingly, ~~obtain~~we ~~export~~expect ~~licenses~~that ~~and~~our obligation to ~~comply~~file ~~with~~periodic ~~possible~~reports ~~import~~under ~~restrictions~~Section 15(d) of the ~~countries~~Exchange inAct ~~which~~will wealso ~~sell~~be ~~our~~suspended ~~products.~~upon In the ~~event~~ ~~that~~filing weof ~~are~~this ~~unable~~2013 orAnnual ~~unwilling~~Report toon ~~comply~~Form ~~with~~10-K. ~~any~~We ~~such~~have ~~laws,~~no ~~regulations~~intention orof ~~standards,~~continuing ~~we may decide not~~ to ~~conduct~~file ~~business~~periodic ~~in certain markets. Particularly in international markets~~reports, wesuch ~~may~~as ~~experience~~Annual ~~difficulty~~Reports ~~in securing required licenses or permits~~ on ~~commercially~~Form ~~reasonable terms~~10-K, orQuarterly atReports ~~all.~~on InForm ~~addition,~~10-Q ~~we are generally required to obtain both domestic~~ and ~~foreign~~Current ~~regulatory~~Reports ~~and~~on ~~safety~~Form ~~approvals~~8-K ~~and~~under ~~certifications~~Exchange ~~for~~Act once our ~~products.~~obligations ~~Failure~~ to ~~comply~~do ~~with~~so ~~existing~~under orSections ~~evolving~~13(a) ~~laws or regulations, including export~~ and ~~import~~15(d) ~~restrictions~~of ~~and~~the ~~barriers,~~Exchange orAct toare ~~obtain~~terminated ~~timely domestic~~ or ~~foreign~~otherwise ~~regulatory approvals or certificates could negatively impact our revenue~~suspended.

~~Economic~~Our ~~conditions~~common stock is currently traded on The OTCQB Marketplace and we depend on third-party firms to create a market for our stock. We have in the past experienced, ~~political~~and ~~events~~may in the future experience, ~~war~~limited daily trading volume. The trading price of our common stock has been and may continue to be volatile. The market for technology companies, ~~terrorism~~in particular, ~~public~~has ~~health~~at ~~issues,~~various ~~natural~~times ~~disasters~~experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and ~~other~~industry ~~circumstances~~fluctuations may significantly affect the trading price of our common stock, regardless of our actual operating performance. The trading price of our common stock could ~~have~~be affected by a ~~material~~ ~~adverse~~number ~~effect~~of onfactors, including, but not limited to, changes in expectations of our ~~operations~~future performance, changes in estimates by securities analysts (or failure to meet such estimates), quarterly fluctuations in our sales and ~~performance~~financial results and a variety of risk factors, including the ones described elsewhere in this report. Periods of volatility in the market price of a company's securities sometimes result in securities class action litigation, which regardless of the merit of the claims, can be time-consuming, costly and divert management's attention. In addition, if we needed to raise equity funds under adverse conditions, it would be difficult to sell a significant amount of our stock without causing a significant decline in the trading price of our stock.

Our ~~operations~~common ~~and~~stock ~~performance,~~price ~~including~~has ~~collection~~been ~~of our accounts receivable~~volatile, ~~depend~~which ~~significantly on worldwide economic conditions and their impact on levels of consumer spending. Some of the factors that~~ could ~~influence~~result ~~the levels of consumer spending include volatility~~ in ~~fuel~~substantial ~~and~~losses other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, increased unemployment (particularly with office workers), access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other economic factors have had, and could continue to have, a material adverse effect on demand for ~~our products and services and on our financial condition and operating results~~stockholders.

InOur ~~addition,~~common ~~war,~~stock ~~terrorism,~~is ~~geopolitical~~currently ~~uncertainties,~~traded ~~public~~on ~~health~~The ~~issues,~~OTCQB Marketplace and ~~other~~we ~~business~~depend ~~interruptions~~on ~~have~~third-party ~~caused~~firms ~~and~~to ~~could cause~~create ~~damage~~a ormarket ~~disruption~~for toour ~~international~~stock. ~~commerce~~We ~~and~~have in the ~~global~~past ~~economy~~experienced, and ~~thus~~may ~~could~~in ~~have~~the afuture ~~strong~~experience, ~~negative~~limited ~~effect~~daily ontrading usvolume. ~~and~~The trading price of our ~~suppliers~~common stock has been and may continue to be volatile. The market for technology companies, ~~logistics~~in ~~providers~~particular, ~~manufacturing~~has ~~vendors~~at ~~and~~various ~~customers.~~times ~~Our~~experienced ~~business~~extreme ~~operations~~volatility ~~are~~that ~~subject~~often has been unrelated to ~~interruption~~ bythe ~~natural~~operating ~~disasters,~~performance ~~fire,~~of ~~power~~particular ~~shortages,~~companies. ~~terrorist~~These ~~attacks,~~broad market and ~~other~~industry ~~hostile~~fluctuations ~~acts,~~may ~~labor~~significantly ~~disputes,~~affect ~~public~~the ~~health~~trading ~~issues,~~price ~~and~~of ~~other~~our ~~events~~common ~~beyond~~stock, regardless of our ~~control.~~actual ~~Such~~operating ~~events~~performance. ~~could~~The ~~decrease~~trading ~~demand~~price ~~for~~of our ~~products,~~common ~~make~~stock itcould ~~difficult~~be ~~or impossible~~affected ~~for~~by usa tonumber ~~make~~of ~~and~~factors, ~~deliver~~including, ~~products~~but not limited to, changes in expectations of our ~~customers~~future performance, changes in estimates by securities analysts (or failure to ~~receive~~meet ~~components~~such ~~from~~estimates), quarterly fluctuations in our ~~suppliers,~~sales and ~~create~~financial ~~delays~~results and ~~inefficiencies~~a invariety ~~our~~of ~~supply~~risk ~~chain.~~factors, ~~Should~~including ~~major~~the ~~public~~ones ~~health~~described ~~issues,~~elsewhere ~~including~~in ~~pandemics,~~this ~~arise,~~report. wePeriods ~~could~~of ~~be negatively~~volatility ~~affected~~in bythe ~~more~~market ~~stringent~~price ~~employee~~of ~~travel~~a ~~restrictions,~~company's ~~additional~~securities ~~limitations~~sometimes result in ~~freight~~securities ~~services~~class action litigation, ~~governmental~~which ~~actions~~regardless ~~limiting~~of the ~~movement~~merit of ~~products~~the ~~between~~claims, ~~regions~~can be time-consuming, ~~delays~~costly inand ~~production~~divert ~~ramps~~management's ofattention. ~~new~~In ~~products~~addition, ~~and~~if ~~disruptions~~we ~~in the~~needed ~~operations~~to raise equity funds under adverse conditions, it would be difficult to sell a significant amount of our ~~manufacturing~~stock ~~vendors~~without ~~and~~causing ~~component~~a ~~suppliers~~significant decline in the trading price of our stock.

19Our executive officers, directors and principal stockholders have substantial influence over us.

~~Table~~As of ~~Contents~~March 13, 2014, our executive officers, directors and principal stockholders owning greater than 5% of our outstanding common stock together beneficially owned approximately 52.6% of the outstanding shares of common stock including Steel Excel, Inc. which alone owns 44.7% of our outstanding shares of commons stock. As a result, these stockholders, acting together, may be able to exercise substantial influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions. The concentration of ownership may also have the effect of delaying or preventing a change in our control that may be viewed as beneficial by the other stockholders.

~~Risks Related To Our Common Stock~~ 22

~~Our~~Provisions ~~failure~~of toour ~~comply~~certificate ~~with~~of ~~the~~incorporation ~~NASDAQ~~and ~~Capital~~bylaws ~~Market~~could ~~continued~~make ~~listing~~a ~~standards~~proposed ~~may~~acquisition ~~adversely~~that ~~affect~~is ~~the~~not ~~price~~approved ~~and~~by ~~liquidity of~~ our ~~shares~~ board of ~~common~~directors ~~stock~~more ~~as well as our ability to raise capital in the future~~difficult.

~~NASDAQ~~Some ~~imposes~~provisions ~~certain standards that a company must satisfy in order to maintain the listing~~ of its securities on the NASDAQ Capital Market. Among other things, these standards require that a company’s shares have a minimum closing bid price at or above $1.00. On February 23, 2012, we received a letter from NASDAQ indicating that the bid price of our ~~common~~certificate stock for the preceding 30 consecutive business days had closed below the minimum $1.00 per share required to maintain its NASDAQ listing. The letter also stated that we had been provided an initial compliance period of ~~180~~incorporation ~~calendar~~and ~~days,~~bylaws orcould ~~until~~make ~~August 21,~~it ~~2012,~~more todifficult ~~regain~~for ~~compliance with the minimum bid price requirement. On August 22, 2012, we received~~ a ~~letter from NASDAQ granting us an additional 180~~third-~~day~~party ~~period, or until February 19, 2013,~~ to ~~regain~~acquire ~~compliance~~us ~~with~~even ~~the~~if ~~minimum~~a ~~bid~~change ~~price~~of ~~requirement~~control inwould ~~order~~be beneficial to ~~retain the listing of~~ our ~~common~~stockholders. ~~stock~~These onprovisions ~~the NASDAQ Capital Market.~~ include:

~~Effective~~● ~~January 28,~~authorizing ~~2013,~~the weissuance ~~amended our Certificate~~ of ~~Incorporation~~preferred ~~to effect a reverse~~ stock, ~~split~~with ofrights ~~our~~senior ~~common~~to ~~stock~~those ~~at a ratio~~ of ~~1-for-12. The primary purposes of~~ the ~~reverse stock split was to increase the per-share market price of our~~ common ~~stock in order to maintain its listing on NASDAQ, encourage investor interest in the Company, and promote greater liquidity for our existing~~ stockholders~~. On February 20~~, ~~2013,~~without wecommon ~~received~~stockholder ~~a letter from NASDAQ confirming that we had regained compliance with the minimum bid price requirement for continued listing on the NASDAQ Capital Market.~~ approval;

~~Although~~● ~~the~~prohibiting ~~reverse~~cumulative ~~stock~~voting ~~split~~in ~~allowed us to regain compliance with~~ the ~~minimum~~election bid price requirement and prevent NASDAQ from delisting our common stock, it is possible that, even if an increased per-share price can be maintained, we may not be able to continue to satisfy the additional criteria for continued listing of our common stock set forth by NASDAQ. As of the date of issuance of this report, we were in compliance with all applicable continued listing requirements. However, we cannot assure you that we will be successful in continuing to meet all such requirements in the future. directors;

~~Our~~● ~~common~~a ~~stock~~staggered ~~price~~board ~~has~~of ~~been volatile~~directors, ~~which~~so ~~could~~that ~~result~~no inmore ~~substantial~~than ~~losses~~two ~~for~~of ~~stockholders.~~our four directors are elected each year; and

~~Our~~● ~~common~~limiting ~~stock is currently traded on The NASDAQ Capital Market. We have in~~ the ~~past~~persons ~~experienced,~~who ~~and~~ may incall ~~the~~special ~~future~~meetings ~~experience, limited daily trading volume. The trading price~~ of ~~our common stock has been and may continue to be volatile~~stockholders. The market for technology companies, in particular, has at various times experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may significantly affect the trading price of our common stock, regardless of our actual operating performance. The trading price of our common stock could be affected by a number of factors, including, but not limited to, changes in expectations of our future performance, changes in estimates by securities analysts (or failure to meet such estimates), quarterly fluctuations in our sales and financial results and a variety of risk factors, including the ones described elsewhere in this report. Periods of volatility in the market price of a company’s securities sometimes result in securities class action litigation, which regardless of the merit of the claims, can be time-consuming, costly and divert management’s attention. In addition, if we needed to raise equity funds under adverse conditions, it would be difficult to sell a significant amount of our stock without causing a significant decline in the trading price of our stock.

Our ~~executive~~stockholder ~~officers,~~rights ~~directors~~plan ~~and~~may ~~principal stockholders~~make ~~have~~it ~~substantial~~more ~~influence~~difficult for others to obtain control over us., even if it would be beneficial to our stockholders.

AsIn ofJune ~~March 25~~2003, ~~2013,~~ our ~~executive~~board ~~officers,~~of directors ~~and~~adopted ~~principal~~ a stockholders ~~owning~~rights ~~greater~~plan. ~~than~~Pursuant 5%to ofits ~~our~~terms, ~~outstanding~~we ~~common~~have ~~stock~~distributed ~~together~~a ~~beneficially~~dividend ~~owned~~of ~~approximately~~one ~~25.7%~~right offor ~~the~~each outstanding ~~shares~~share of common stock. AsThese arights ~~result,~~cause ~~these~~substantial ~~stockholders,~~dilution ~~acting~~to ~~together,~~the ~~may~~ownership beof ~~able~~a toperson ~~exercise~~or ~~substantial influence~~group ~~over~~that ~~all~~attempts ~~matters~~to ~~requiring~~acquire ~~approval~~us byon ~~our~~terms ~~stockholders,~~not ~~including~~approved ~~the~~by ~~election~~our board of directors and ~~approval~~may have the effect of ~~significant~~deterring ~~corporate~~hostile ~~transactions~~takeover attempts. ~~The~~These ~~concentration~~provisions ofcould ~~ownership~~discourage ~~may~~a ~~also~~future ~~have~~takeover ~~the~~attempt ~~effect~~which ofindividual ~~delaying~~stockholders ormight ~~preventing~~deem ato ~~change~~be in ~~our~~ ~~control~~their ~~that~~best ~~may~~interests beor ~~viewed~~in aswhich ~~beneficial~~stockholders bywould ~~the~~receive ~~other~~a ~~stockholders.~~premium for their shares over current prices.

20Delaware law may delay or prevent a change in control.

~~Table~~We are subject to the provisions of ~~Contents~~Section 203 of the Delaware General Corporation Law. These provisions prohibit large stockholders, in particular a stockholder owning 15% or more of the outstanding voting stock, from consummating a merger or combination with a corporation, unless this stockholder receives board approval for the transaction, or 66 2/3% of the shares of voting stock not owned by the stockholder approve the merger or transaction. These provisions could discourage a future takeover attempt which individual stockholders might deem to be in their best interests or in which stockholders would receive a premium for their shares over current prices.

~~Provisions~~Our ofstock ~~our~~price ~~certificate~~may ofdecline ~~incorporation~~if ~~and~~additional ~~bylaws~~shares ~~could~~are ~~make~~sold ain ~~proposed acquisition~~the ~~that is not approved by our board of directors more difficult~~market.

~~Some~~As ~~provisions~~ of ~~our~~March ~~certificate~~13, 2014, we had 2,944,707 shares of ~~incorporation~~ ~~and~~common ~~bylaws~~stock ~~could~~outstanding. ~~make~~All itof ~~more~~our ~~difficult~~outstanding shares are currently available for asale ~~third-party~~in the public market, some of which are subject to ~~acquire~~volume usand ~~even~~other iflimitations aunder ~~change~~the securities laws. Future sales of ~~control~~substantial ~~would~~amounts beof ~~beneficial~~shares toof our common stock by our existing stockholders in the public market, or the perception that these sales could occur, may cause the market price of our common stock to decline. ~~These~~We ~~provisions~~may ~~include:~~be required to issue additional shares upon exercise of previously granted options and warrants that are currently outstanding.

•As ~~authorizing~~of ~~the~~March ~~issuance~~13, 2014, we had (i) 16,667 shares of ~~preferred~~common stock issuable upon the exercise of outstanding option awards; and (ii) 242,002 ~~with~~shares ~~rights~~were ~~senior~~available tofor ~~those~~future issuance of equity awards under our current long-term incentive plan. We had no warrants outstanding for the purchase common ~~stockholders,~~stock. ~~without~~The exercise of outstanding option awards could result in increased sales of our common ~~stockholder~~stock ~~approval;~~in the market, which could exert significant downward pressure on our stock price. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate.

•Item ~~prohibiting~~1B. ~~cumulative~~Unresolved ~~voting~~Staff ~~in the election of directors;~~Comments

~~• a staggered board of directors, so that no more than two of our four directors are elected each year; and~~None.

~~• limiting the persons who may call special meetings of stockholders.~~23

~~Our~~Item ~~stockholder rights plan may make it more difficult for others to obtain control over us, even if it would be beneficial to our stockholders~~2. Properties

InOur ~~June~~corporate ~~2003,~~offices ~~our~~are ~~board~~located ofin ~~directors~~Scottsdale, ~~adopted a stockholders rights plan~~Arizona. ~~Pursuant~~This tofacility ~~its~~consists ~~terms, we have distributed a dividend~~ of ~~one~~approximately ~~right~~21,000 ~~for~~square ~~each~~feet ~~outstanding share~~ of ~~common~~leased ~~stock.~~space ~~These~~pursuant ~~rights~~to ~~cause~~a ~~substantial~~lease ~~dilution~~for towhich the ~~ownership~~current ofterm aexpires ~~person~~on orApril ~~group~~30, ~~that~~2014. ~~attempts~~We todo ~~acquire us on terms~~ not ~~approved~~expect byto ~~our~~renew ~~board~~the oflease ~~directors~~on ~~and~~expiration. ~~may~~The ~~have the~~majority ~~effect~~ of ~~deterring~~our ~~hostile~~warehouse ~~takeover~~and ~~attempts.~~product ~~These~~fulfillment ~~provisions~~operations ~~could~~are ~~discourage~~conducted aat ~~future~~various ~~takeover~~third-party ~~attempt~~locations ~~which~~throughout ~~individual~~the ~~stockholders~~world. ~~might~~We ~~deem~~believe toour befacility inis ~~their~~suitable ~~best~~and ~~interests~~adequate orfor inour ~~which~~current ~~stockholders~~business ~~would~~activities ~~receive~~for athe ~~premium~~remainder ~~for~~of ~~their~~the ~~shares over~~lease ~~current prices~~terms.

~~Delaware~~Item ~~law may delay or prevent a change in control~~3. Legal Proceedings

We are, ~~subject~~from time to ~~the~~time, ~~provisions~~party ofto ~~Section 203~~certain oflegal proceedings that arise in the ~~Delaware~~ordinary ~~General~~course ~~Corporation~~and ~~Law.~~are ~~These~~incidental ~~provisions~~to ~~prohibit~~our ~~large stockholders,~~business. inAlthough ~~particular~~litigation ais ~~stockholder~~inherently ~~owning~~uncertain, ~~15%~~based oron ~~more~~past ofexperience and the ~~outstanding~~information ~~voting~~currently ~~stock~~available, ~~from~~our ~~consummating~~management adoes ~~merger~~not orbelieve ~~combination~~that ~~with~~any acurrently ~~corporation,~~pending ~~unless~~and ~~this~~threatened ~~stockholder~~litigation ~~receives~~or ~~board~~claims ~~approval~~will ~~for~~have ~~the~~a ~~transaction,~~material oradverse 66effect ~~2/3%~~on of the ~~shares of~~Company’s ~~voting~~consolidated ~~stock~~financial ~~not~~position ~~owned~~or byresults ~~the~~of ~~stockholder~~operations. ~~approve~~However, ~~the~~future ~~merger~~events or ~~transaction.~~circumstances, ~~These~~currently ~~provisions~~unknown ~~could~~to ~~discourage~~management awill ~~future~~determine ~~takeover~~whether ~~attempt~~the ~~which~~resolution ~~individual~~of ~~stockholders~~pending ~~might~~or ~~deem~~threatened tolitigation beor inclaims ~~their~~will ~~best~~ultimately ~~interests~~have ora inmaterial ~~which~~effect ~~stockholders~~on ~~would~~our ~~receive a~~consolidated ~~premium~~financial ~~for~~position, ~~their~~liquidity ~~shares~~or ~~over~~results ~~current~~of ~~prices.~~operations in any future reporting period.

~~Our~~Item ~~stock~~4. ~~price~~Mine ~~may~~Safety ~~decline if additional shares are sold in the market.~~ Disclosures

AsNot ~~of March 25, 2013, we had 2,897,809 shares of common stock outstanding, as adjusted for the 1-for-12 reverse stock split~~applicable. All of our outstanding shares are currently available for sale in the public market, some of which are subject to volume and other limitations under the securities laws. Future sales of substantial amounts of shares of our common stock by our existing stockholders in the public market, or the perception that these sales could occur, may cause the market price of our common stock to decline. We may be required to issue additional shares upon exercise of previously granted options and warrants that are currently outstanding.

AsPART of March 25, 2013, we had (i) 49.444 shares of common stock issuable upon the vesting of restricted stock units under our long-term incentive plan and other outstanding awards; and (ii) 207,396 shares were available for future issuance under our current long-term incentive plan, as adjusted for the 1-for-12 reverse stock split. We also had warrants outstanding to purchase 417 shares of common stock, as adjusted for the 1-for-12 reverse stock split. The vesting of outstanding restricted stock units could result in increased sales of our common stock in the market, which could exert significant downward pressure on our stock price. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate. II

Item 1B 5. ~~Unresolved~~Market ~~Staff~~for ~~Comments~~Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~None~~Our common stock is traded on The OTCQB Market Place under the symbol “IGOI.” On November 22, 2013, we filed a Form 25 with the SEC to voluntarily delist our common stock from NASDAQ and deregister our common stock under Section 12(b) of the Exchange Act. On December 18, 2013, we filed a Form 15 with the SEC to voluntarily deregister our common stock under Section 12(g) of the Exchange Act. Our obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act was suspended upon the filing of the Form 15 under Section 12(g) of the Exchange Act. The deregistration under Section 12(g) of the Exchange Act was effective as of March 18, 2014, 90 days after the filing of the Form 15 under Section 12(g) of the Exchange Act, at which time our other filing requirements under Section 13(a) of the Exchange Act terminated.

21As of January 1, 2014, we had less than 300 holders of record of its securities, as determined pursuant to Rule 12g5-1 promulgated under the Exchange Act. Accordingly, we expect that our obligation to file periodic reports under Section 15(d) of the Exchange Act will also be suspended upon the filing of this 2013 Annual Report on Form 10-K. We have no intention of continuing to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K under Exchange Act once our obligations to do so under Sections 13(a) and 15(d) of the Exchange Act are terminated or otherwise suspended.

~~Table~~Prior to November 22, 2013 and the filing of ~~Contents~~our Form 25, our common stock was traded on The NASDAQ Capital Market under the symbol “IGOI”.

~~Item 2.~~The ~~Properties~~following sets forth, for the period indicated, the high and low sales prices for our common stock as reported by The NASDAQ Capital Market and The OTCQB Market Place, respectively, as adjusted retroactively for a 1-for-12 reverse stock split, effective January 28, 2013.

Our corporate offices are located in Scottsdale, Arizona. This facility consists of approximately 21,000 square feet of leased space pursuant to a lease for which the current term expires on February 28, 2014. We also lease offices in Los Angeles, California, the United Kingdom and Shenzhen and Dong Guan, China. Each of these offices supports our selling, research and development, and general administrative activities. The majority of our warehouse and product fulfillment operations are conducted at various third-party locations throughout the world. We believe our facilities are suitable and adequate for our current business activities for the remainder of the lease terms. 24

Item 3. Legal Proceedings

	High		Low
Year Ended December 31, 2012
Quarter Ended March 31, 2012	$	15.00	$	6.60
Quarter Ended June 30, 2012	$	10.44	$	4.80
Quarter Ended September 30, 2012	$	7.20	$	4.20
Quarter Ended December 31, 2012	$	5.40	$	2.76

Year Ended December 31, 2013
Quarter Ended March 31, 2013	$	5.00	$	3.00
Quarter Ended June 30, 2013	$	2.34	$	2.09
Quarter Ended September 30, 2013	$	3.75	$	2.14
Quarter Ended December 31, 2013	$	3.20	$	2.02

WeAs ~~are,~~of ~~from~~March ~~time~~13, ~~to time~~2014, ~~party~~there towere ~~certain~~2,944,707 ~~legal~~shares ~~proceedings~~of ~~that~~our ~~arise~~common instock outstanding ~~the~~held ~~ordinary~~by ~~course~~approximately 188 ~~and~~holders ~~are incidental~~of ~~to our business~~record. ~~Although~~This ~~litigation~~figure isdoes ~~inherently~~not ~~uncertain,~~include ~~based~~an onestimate ~~past~~of ~~experience and~~ the ~~information~~number ~~currently~~of ~~available,~~“street ~~our~~name” ~~management~~holders ~~does not believe that any currently pending and threatened litigation~~ or ~~claims~~beneficial ~~will~~holders ~~have~~of ~~a material~~our ~~adverse~~common ~~effect~~stock onwhose ~~the~~shares ~~Company’s~~are ~~consolidated~~held ~~financial position or results~~ of ~~operations.~~record ~~However,~~by ~~future events or circumstances~~banks, ~~currently~~brokers ~~unknown~~and toother ~~management~~financial ~~will~~institutions. ~~determine~~The ~~whether~~last ~~the~~reported ~~resolution~~sale price of ~~pending~~our orcommon ~~threatened litigation~~stock oron ~~claims~~The ~~will~~OTCQB ~~ultimately~~Market ~~have a material effect~~ on ~~our~~March ~~consolidated financial position~~13, ~~liquidity~~2014 orwas ~~results~~$3.10 ofper ~~operations in any future reporting period~~share.

~~Item 4.~~Dividend ~~Mine Safety Disclosures~~ Policy

~~Not~~We ~~applicable~~have never paid cash dividends on our common stock, and it is the current intention of management to retain earnings to finance the growth of our business. Future payment of cash dividends will depend upon financial condition, results of operations, cash requirements, tax treatment, and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors.

~~PART~~Issuer IIPurchases of Equity Securities

~~Item 5.~~During ~~Market~~the ~~for~~fourth ~~Registrant’s~~quarter ~~Common~~of ~~Equity~~2013, ~~Related~~there ~~Stockholder~~were ~~Matters~~no ~~and~~repurchases ~~Issuer Purchases~~made by us or on our behalf, or by any “affiliated purchasers,” of ~~Equity~~shares ~~Securities~~of our common stock.

~~Our~~Item ~~common stock is traded on The NASDAQ Capital Market under the symbol “IGOI~~6.” ~~Effective~~Selected ~~January 28,~~Financial 2013, we amended our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of 1-for-12. The primary purpose of the reverse stock split was to increase the per-share market price of our common stock in order to maintain our listing on NASDAQ. The following sets forth, for the period indicated, the high and low sales prices for our common stock as reported by The NASDAQ Capital Market, as adjusted retroactively for the 1-for-12 reverse stock split. Data

	High		Low
Year Ended December 31, 2011
Quarter Ended March 31, 2011	$	62.28	$	30.72
Quarter Ended June 30, 2011	$	38.28	$	18.48
Quarter Ended September 30, 2011	$	26.52	$	13.20
Quarter Ended December 31, 2011	$	17.76	$	7.20
Year Ended December 31, 2012
Quarter Ended March 31, 2012	$	15.00	$	6.60
Quarter Ended June 30, 2012	$	10.44	$	4.80
Quarter Ended September 30, 2012	$	7.20	$	4.20
Quarter Ended December 31, 2012	$	5.40	$	2.76

The Company is a smaller reporting company under Rule 12b-2 of the Exchange Act and therefore is not required to provide the information set forth by Item 301(c) of Regulation S-K.

AsItem ~~of March 25, 2013, there were 2,897,809 shares of our common stock outstanding held by approximately 199 holders of record~~7. ~~This~~Management's ~~figure~~Discussion ~~does~~and ~~not~~Analysis ~~include an estimate~~ of ~~the~~Financial ~~number~~Condition ~~of “street name” holders or beneficial holders of our common stock whose shares are held of record by banks, brokers~~ and ~~other~~Results ~~financial institutions. The last reported sale price~~ of ~~our common stock on The NASDAQ Capital Market on March 25, 2013 was $3.22 per share.~~ Operations

22The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and notes thereto contained in this report. The following discussion contains forward-looking statements. Our actual results may differ significantly from the results discussed in these forward-looking statements. Please see the “Disclosure Concerning Forward-Looking Statements” and “Risk Factors” above for a discussion of factors that may affect our future results.

~~Table of Contents~~Overview

~~Dividend~~Our ~~Policy~~products make mobile electronic devices more efficient and cost effective, thus allowing professionals and other consumers to better utilize their mobile devices and access information more readily. Our current product offering primarily consists of power, batteries, audio and protection solutions for mobile electronic devices.

We have ~~never~~historically ~~paid~~generated ~~cash~~the ~~dividends~~majority onof our ~~common~~revenue ~~stock~~from the sale of chargers for laptops. However, consumers are increasingly using smartphones and ittablets isas ~~the~~their ~~current~~primary ~~intention~~mobile electronic devices. As a result of ~~management~~this toshift, ~~retain~~we ~~earnings~~have toseen ~~finance~~increased ~~the growth~~competition ofand a decline in demand for our ~~business~~power products from our traditional customer base as well as increased competition from retail customers who offer traditional power products under their own private-label brands. ~~Future~~Although ~~payment~~we have expanded our offering of ~~cash~~products ~~dividends~~beyond ~~will~~our ~~depend~~traditional ~~upon~~power ~~financial~~products ~~condition,~~to ~~results~~include a variety of ~~operations,~~accessories ~~cash~~to ~~requirements,~~support ~~tax~~the ~~treatment,~~increased utilization of smartphones and ~~certain~~tablets, ~~corporate~~including ~~law~~audio ~~requirements~~and protection products, asthe ~~well~~revenue asgenerated ~~other~~from ~~factors~~the ~~deemed~~sales ~~relevant~~of bythese ~~our~~products ~~Board~~has not offset the decline in revenue from historical sales of ~~Directors.~~ our traditional power products.

~~Issuer Purchases of Equity Securities~~ 25

~~During~~In ~~the~~August ~~fourth~~2013, ~~quarter~~we ofbegan ~~2012~~a comprehensive, ~~there~~strategic ~~were~~review noof ~~repurchases~~our ~~made~~business byin uslight orof ondeclining ~~our~~revenue ~~behalf~~and margins, orcontinuing byoperating ~~any~~losses ~~“affiliated~~and ~~purchasers~~cash usage. Our goal was to determine how to continue to operate the business while taking steps to reduce operating expenses,” ofreduce ~~shares~~and/or ofeliminate ~~our~~operating ~~common~~losses ~~stock.~~and improve cash flow.

~~Item 6~~Effective October 1, 2013, as a cost reduction measure, we executed a management services agreement with SP Corporate. ~~Selected~~The ~~Financial~~management ~~Data~~services agreement, as approved by our independent directors, allowed us to reduce our operating expenses by consolidating executive positions and by using the services of SP Corporate for administrative functions on a shared services model.

In November 2013, we announced our intention to voluntarily delist our common stock from The ~~Company~~NASDAQ isStock aMarket ~~smaller~~(“NASDAQ”) ~~reporting~~and ~~company~~to deregister our common stock under ~~Rule~~the ~~12b-2~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). Both decisions were made after a review of the respective benefits from a NASDAQ listing and ~~therefore~~registration isof ~~not~~our ~~required~~common stock under the Exchange Act, respectively, as compared to ~~provide~~the costs of such activities. On November 22, 2013, we filed a Form 25 with the ~~information set~~Securities ~~forth~~and byExchange ~~Item 301~~Commission to voluntarily delist our common stock from NASDAQ and deregister our common stock under Section 12(b) of ~~Regulation~~the ~~S-K~~Exchange Act. On December 18, 2013, we filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister our common stock under Section 12(g) of the Exchange Act.

23In December 2013, we signed an inventory Purchase and License Agreement (the “License Agreement”) with Incipio Technologies, Inc., (the “Licensee”) pursuant to which Licensee will manage the manufacture, sales and distribution of our iGo© branded line of battery, charger and power supply products and accessories and other future products that may be developed by us or Licensee. Based on our strategic review, we concluded that the License Agreement would allow us to generate ongoing revenue, while allowing us to minimize operating expenses and working capital. We are currently taking steps for the implementation of the License Agreement. We expect to substantially complete these activities in the first quarter of 2014.

~~Table~~Concurrent with the execution of ~~Contents~~the License Agreement, we determined that certain of our battery, audio and protection products were not generating sufficient revenue and margins and determined that we will no longer offer such products once we have fulfilled existing orders and depleted current stock.

~~Item 7.~~The ~~Management~~Licensee will manage all aspects of selling and distributing the substantial majority of the Company’s ~~Discussion~~remaining inventory as well as future procurement, distribution and ~~Analysis~~ sale of ~~Financial~~iGo ~~Condition~~branded ~~and~~products. ~~Results~~We will generate future revenue through license fees earned from Licensee under the terms of ~~Operations~~the License Agreement. Therefore, most accounts receivable will result from the revenue earned through license fees, in the form of royalties and profit-sharing with the Licensee.

~~The~~In ~~following~~concert ~~discussion~~with ~~and~~the ~~analysis~~processes ofdescribed ~~our~~above ~~financial~~we ~~condition and~~have ~~results~~reduced ofheadcount, ~~operations~~terminated ~~should~~contractor ~~be read together with our selected consolidated financial data~~ and ~~the~~supplier ~~consolidated~~agreements, ~~financial statements~~ and ~~notes~~determined ~~thereto~~that ~~contained~~we inwill ~~this~~no ~~report.~~longer ~~The~~need ~~following~~to ~~discussion~~lease ~~contains~~our ~~forward-looking~~current ~~statements.~~office ~~Our actual~~building ~~results~~in ~~may~~Scottsdale, ~~differ~~Arizona, ~~significantly~~as ~~from~~our ~~the~~ongoing ~~results~~functions ~~discussed~~will inbe ~~these~~supported ~~forward-looking~~by ~~statements.~~a ~~Please~~combination ~~see~~of ~~the~~SP ~~“Disclosure Concerning Forward-Looking Statements”~~ Corporate and ~~“Risk~~our ~~Factors”~~Licensee. ~~above~~The ~~for~~lease awill ~~discussion~~expire ofin ~~factors~~April ~~that may affect our future results~~2014.

~~Overview~~ Power

~~Our~~Power ~~vision~~management, iswhich toremains beour acore ~~globally~~product ~~leading~~line, ~~mobile~~includes ~~accessories~~portable ~~company by providing premium~~ power, ~~solutions for laptop computers and electronic mobile devices that elevate the mobile consumer experience across all pursuits and passions. The mobile electronic~~ device ~~market~~power, ~~changes rapidly as consumers increasingly integrate smartphones~~ and ~~tablets~~laptop ~~into~~power ~~their daily business and personal routines~~solutions. ~~Increased~~We ~~functionality~~continually ~~and~~strive ~~the ability~~ to ~~access~~bring ~~and manage information remotely are driving the proliferation of mobile electronic devices and applications. The popularity of these devices is increasing due~~ to ~~reductions~~market inhigh ~~size~~quality, ~~weight~~uniquely ~~and~~differentiated ~~cost~~power ~~and~~solutions ~~improvements~~that inmeet ~~functionality,~~our ~~storage~~customers’ ~~capacity and reliability. Each of these devices~~ needs ~~to be powered~~ and ~~connected~~exceed ~~when~~their ~~in the home, in the office, or on the road, and can be accessorized, representing opportunities for one or more of our products~~expectations.

We design and develop products that make mobile electronic devices more efficient and cost effective, thus enabling professionals and consumers higher utilization of their mobile devices and the ability to access information more readily. Our current product offering primarily consists of power, batteries, audio and protection solutions for mobile electronic devices, and we intend to continue to introduce new accessories for mobile electronic devices. Batteries

~~Power~~Since June 2011, through our relationship with Pure Energy Solutions (“Pure Energy”), we have been the exclusive marketer and distributor of Pure Energy’s patented rechargeable alkaline (RAMcell) batteries to retailers worldwide (excluding China) with non-exclusive distribution rights in Africa. RAMcell batteries are pre-charged and hold a charge for up to seven years. Approximately three billion single-use alkaline batteries are sold annually in the United States. RAMcell batteries provide users an environmentally friendly, cost-effective alternative to disposable alkaline batteries. However, as a result of the License Agreement and directing our focus primarily toward power products, we do not expect batteries and related battery chargers to provide a significant contribution to revenue in the future, and we do not plan to offer such products for sale once we deplete our existing inventories.

Power management, which remains our core product line, includes portable power, device power, and laptop power solutions. These products utilize our proprietary iGO Green® technology, which reduces energy consumption and almost completely eliminates standby power. We continually strive to bring to market high quality, uniquely differentiated power solutions that meet our customers’ needs and exceed their expectations. 26

~~Batteries~~ Audio

~~Through~~As a result of our ~~relationship~~acquisition ~~with~~of ~~Pure~~Aerial7 ~~Energy~~in 2010, we ~~are~~have ~~the~~offered ~~exclusive~~a ~~marketer~~line of ear-buds and ~~distributor~~headphones. As mobile phones evolved into smartphones and new portable media devices capable of ~~Pure~~playing ~~Energy’s~~music ~~patented~~and ~~rechargeable~~video, ~~alkaline~~many ~~(RAMcell)~~consumers ~~batteries~~utilize toa ~~retailers~~variety ~~worldwide~~of ~~(excluding~~mobile ~~China) with~~electronic ~~non-exclusive~~devices ~~distribution~~for ~~rights~~both incommunication ~~Africa~~and entertainment purposes. ~~RAMcell~~Our ~~batteries~~audio ~~are~~products ~~pre-charged~~have ~~and~~been ~~hold~~designed ato ~~charge~~provide ~~for~~enhanced upsound quality compared to ~~seven~~competitive ~~years~~products at similar price points. ~~Approximately~~They ~~three~~have ~~billion~~offered ~~single-use~~consumers ~~alkaline~~the ~~batteries~~ability ~~are~~to ~~sold~~both ~~annually~~communicate inwith others via an integrated microphone that can be used with a portable computer, mobile phone, computer or other portable media device as well as the ~~United~~ability ~~States~~to listen to music or video from these devices. ~~RAMcell~~In ~~batteries~~addition ~~provide users~~to andelivering ~~environmentally~~quality ~~friendly~~sound output, ~~cost-effective~~our ~~alternative~~line of audio products have been designed to ~~disposable~~appeal ~~alkaline~~to ~~batteries~~the fashion sense of consumers, allowing them to express their unique and personal style through their mobile electronic devices.. WeOur ~~believe~~audio ~~that~~products ~~RAMcell~~have ~~batteries~~been offered primarily through lifestyle and ~~related~~music ~~battery~~retailers ~~chargers~~around ~~are~~the ~~complementary~~world. toHowever, as a result of the License Agreement and directing our focus primarily toward power~~-saving~~ ~~technology~~products, we do not expect audio products to provide a significant contribution to revenue in the future, and ~~contribute~~we do not plan to ~~lower~~offer ~~levels~~such ~~of electronic~~products ~~waste~~for sale once we deplete our existing inventories.

~~Audio~~ Protection

As a result of our acquisition of ~~Aerial7~~Adapt in 2010, we also offer a line of ~~earbuds~~skins, cases and ~~headphones.~~screen Asprotectors for mobile ~~phones~~electronic ~~have evolved into smartphones and new portable media~~ devices. ~~capable~~Consumers ofvalue ~~playing~~the ~~music~~protection ~~and video, many consumers utilize a variety~~ of their mobile electronic devices ~~for~~as ~~both~~they ~~communication~~rely ~~and~~on ~~entertainment~~them ~~purposes.~~heavily ~~Our~~in ~~audio~~their ~~products~~daily ~~are~~lives ~~uniquely designed~~ to ~~provide~~both ~~enhanced~~connect ~~sound~~with ~~quality~~others ~~compared~~and tostore ~~competitive products at similar price points~~information. ~~They~~Consumers also ~~offer~~view ~~consumers~~our ~~the~~protection ~~ability~~products toas ~~both~~a ~~communicate~~way ~~with~~to ~~others~~express ~~via~~personal anfashion ~~integrated~~and ~~microphone~~style, ~~that~~much ~~can~~like bethey ~~used~~do with aour ~~portable~~audio ~~computer~~products, ~~mobile~~clothing ~~phone,~~and ~~computer or~~ other ~~portable~~personal ~~media device as well as the ability to listen to music or video from these devices~~accessories. InOur ~~addition to delivering quality sound output, our~~ line of ~~audio~~protection products iswas designed to ~~appeal~~meet toboth ~~the fashion sense~~ of ~~consumers,~~these ~~allowing~~consumer ~~them~~needs toby ~~express~~providing ~~their~~consumers ~~unique~~with ~~and~~a ~~personal~~high ~~style~~degree ~~through~~of ~~their~~protection ~~mobile~~and ~~electronic devices.~~a ~~Currently~~unique, ~~our~~fashionable ~~audio~~design ~~products~~that ~~are~~fits ~~offered~~their ~~primarily~~personal ~~through lifestyle and music retailers around the world~~styles. WeOur ~~intend~~cases, ~~however~~skins, toscreen ~~expand~~protectors ~~our~~and ~~line~~other ofsimilar ~~audio~~ products ~~and~~have ~~increase~~been ~~its~~offered ~~distribution~~primarily ~~through~~in ~~global, broad-based consumer electronics retailers as well~~Europe.

24However, as a result of the License Agreement and directing our focus primarily toward power products, we do not expect protection products to provide a significant contribution to revenue in the future, and we do not plan to offer such products for sale once we deplete our existing inventories.

~~Table~~Recent ~~of Contents~~Developments

~~Protection~~On November 22, 2013, we filed a notification of removal from listing and registration on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to voluntarily delist our common stock, par value $0.10 per share, from NASDAQ and deregister our common stock, with associated Series H Junior Participating Preferred Stock Purchase Rights, under Section 12(b) of the Exchange Act. On December 18, 2013, we filed a notice of termination of registration on Form 15 with the SEC to voluntarily deregister our common stock, with associated Series G Junior Participating Preferred Stock Purchase Rights, under Section 12(g) of the Exchange Act. Our obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act was suspended upon the filing of the Form 15 under Section 12(g) of the Exchange Act. The deregistration under Section 12(g) of the Exchange Act was effective as of March 18, 2014, 90 days after the filing of the Form 15 under Section 12(g) of the Exchange Act, at which time our other filing requirements under Section 13(a) of the Exchange Act terminated.

As ~~a result~~ of ~~our~~January ~~acquisition~~1, ~~of Adapt in 2010~~2014, we ~~also~~had ~~offer~~less athan ~~line~~300 holders of ~~skins,~~record ~~cases and screen protectors for mobile electronic devices. Consumers value the protection~~ of ~~their~~its ~~mobile~~securities, ~~electronic devices~~ as ~~they~~determined ~~rely~~pursuant ~~on them heavily in their daily lives~~ to ~~both~~Rule ~~connect~~12g5-1 ~~with~~promulgated ~~others~~under ~~and~~the ~~store~~Exchange ~~information~~Act. ~~Consumers also view our protection products as a way to express personal fashion and style~~Accordingly, ~~much~~we ~~like~~expect ~~they~~that ~~do with~~ our ~~audio~~obligation ~~products,~~to ~~clothing~~file ~~and~~periodic ~~other~~reports ~~personal~~under ~~accessories.~~Section ~~Our~~15(d) ~~line~~ of ~~protection~~the ~~products~~Exchange isAct ~~designed~~will toalso ~~meet~~be ~~both~~suspended ofupon ~~these~~the ~~consumer~~filing ~~needs by providing consumers with a high degree~~ of ~~protection~~this ~~and~~2013 aAnnual ~~unique, fashionable~~Report ~~design that fits their personal styles. Currently, we offer our cases, skins, screen protectors and other similar products primarily in Europe. Our ability to execute successfully~~ on ~~our~~Form ~~near and long~~10-~~term~~K. ~~objectives~~We ~~depends~~have ~~largely~~no ~~on general~~intention ~~market acceptance~~ of ~~our~~continuing ~~power,~~to ~~protection~~file ~~and~~periodic ~~audio products~~reports, ~~our~~such ~~ability~~as toAnnual ~~protect~~Reports ~~our~~on ~~unique~~Form ~~proprietary rights~~10-K, ~~including~~Quarterly ~~notably~~Reports ~~our~~on ~~iGo~~Form ~~Green~~10-Q ~~technology, our ability to generate additional major customers,~~ and ~~general~~Current ~~economic conditions.~~Reports ~~Additionally, we must execute~~ on ~~the~~Form ~~customer~~8-K ~~relationships~~under ~~that~~Exchange weAct ~~have~~once ~~developed~~our ~~and~~obligations ~~continue~~ to ~~design,~~do ~~develop,~~so ~~manufacture~~under ~~and~~Sections ~~market~~13(a) ~~new~~ and ~~innovative~~15(d) ~~technology~~of ~~and~~the ~~products~~Exchange ~~that~~Act are ~~embraced~~terminated byor ~~these~~otherwise ~~customers and the overall market~~suspended.

~~Recent Developments~~ 27

AsOn ofDecember ~~January 28~~23, 2013, wethe ~~effected~~Company, aand ~~1-for-12~~Incipio ~~reverse stock split~~Technologies, ~~primarily to increase the per-share market price of our common stock in order to maintain its listing on the NASDAQ Capital Market~~Inc. As, a ~~result~~California ofcorporation (the ~~reverse stock split~~“Licensee”), ~~each~~entered ~~twelve~~into ~~shares~~an ofInventory ~~the~~Purchase ~~Company’s common stock issued~~ and ~~outstanding~~License ~~immediately~~Agreement ~~prior to~~ (the ~~reverse~~“License ~~stock~~Agreement”), ~~split~~pursuant ~~were~~to ~~automatically~~which ~~combined~~Licensee ~~into~~will ~~one~~manage ~~share~~the ~~of common stock. In addition~~manufacture, ~~the~~sales ~~number~~and ~~of shares~~distribution of ~~common~~our ~~stock~~iGO® ~~underlying~~branded ~~all~~line ~~outstanding~~of ~~equity awards~~battery, ~~the number of shares available for issuance~~charger, and ~~the~~power ~~exercise~~supply ~~price,~~products ~~grant~~and ~~price~~accessories orand ~~purchase~~other ~~price,~~future asproducts ~~applicable,~~that ~~relating~~maybe todeveloped ~~any~~by ~~award~~us ~~under~~and ~~our~~Licensee ~~stock~~(the ~~plans,~~“ ~~were~~Licensed ~~proportionately adjusted~~Products”). ~~based~~We onbelieve the ~~1-for-12~~License ~~split~~Agreement ~~ratio~~offers inus ~~accordance~~a ~~with~~means ~~their~~to ~~terms.~~significantly Noreduce ~~fractional~~overhead, ~~shares~~consistent ~~of common stock were issued in connection~~ with ~~the~~its ~~reverse~~previous ~~stock~~cost-saving ~~split.~~decisions, ~~Stockholders~~by oftransferring ~~record who otherwise would be entitled~~ to ~~receive~~Licensee ~~fractional shares~~the ~~became~~costs ~~entitled~~of tothe amanufacture ~~cash~~and ~~payment~~distribution ~~in lieu~~ of ~~any~~the ~~fractional~~our ~~shares.~~line ~~Unless~~of ~~otherwise noted~~products, ~~all~~from ~~share~~which ~~and~~we ~~per~~will ~~share~~receive ~~amounts~~an inongoing ~~this~~revenue ~~annual report have been retrospectively adjusted to reflect the reverse stock split~~stream.

OnUnder ~~February 4~~the terms of the License Agreement, ~~2013~~we granted Licensee a non-exclusive license to use our iGO® trademarks and other intellectual property as necessary for Licensee to manufacture, promote, sell and distribute the ~~Company~~licensed ~~announced~~products ~~that~~worldwide itthrough ~~had~~Licensee’s ~~implemented~~network of distributors and retail partners and our online store. In consideration for the rights granted under the Agreement, Licensee will pay us a ~~number~~percentage of ~~cost-savings~~net ~~initiatives~~sales ~~that~~of ~~resulted~~certain inlicensed aproducts ~~reduction in~~and ~~its~~the ~~workforce~~net profits of certain other licensed product sold worldwide and ~~that~~Licensee ~~are~~will ~~expected~~bear toall ~~reduce~~the ~~annual~~costs ~~operating~~of ~~expenses.~~manufacture, inventory management, distribution and sale of licensed products, as well as the costs of developing new products at its discretion.

OnAlso ~~March~~in 27consideration for the rights granted under the License Agreement and to facilitate the transition to Licensee’s management of our iGO® branded line of licensed products, ~~2013~~Licensee purchased for resale our existing, ~~Texas~~on ~~Instruments~~hand ~~terminated its~~inventory ~~agreement~~of ~~with~~licensed ~~iGO~~products and outstanding, ~~Inc~~unfulfilled purchase orders for licensed products, except for certain product inventory that had been identified by us and Licensee as obsolete or which lacked sufficient market demand. toLicensee ~~create~~purchased ansuch ~~integrated~~inventory ~~circuit~~of licensed products at pre-determined prices based on ~~iGO~~the ~~Green~~parties’ ~~technology~~joint inspection of such inventory, ~~after~~the ~~multiple~~estimated ~~technical~~retail ~~issues~~value ~~were~~of ~~encountered~~such ~~during~~inventory, Licensee’s anticipated costs of reworking, repackaging and distributing such inventory and the ~~development~~current ~~process.~~market opportunities for such inventory.

~~Critical~~The ~~Accounting~~License ~~Policies~~Agreement contains customary representations and ~~Estimates~~warranties and indemnities by each of us and Licensee. The License Agreement also includes certain restrictions on our ability to directly or indirectly sell licensed products during the term of the License Agreement, except for inventory not otherwise purchased by Licensee.

~~Our~~The ~~discussion~~License Agreement has a term of two years, which will automatically renew for successive one-year periods unless and ~~analysis~~until terminated: (i) by a party alleging a material breach of ~~our~~ ~~financial~~the ~~condition~~License Agreement by giving written notice to the other party and ~~results~~a reasonable period of ~~operations~~time ~~are~~to ~~based~~cure such breach; (ii) immediately by either party upon ~~our~~the ~~consolidated~~bankruptcy, ~~financial~~insolvency, ~~statements~~liquidation, ~~which~~dissolution ~~have~~of ~~been~~the ~~prepared~~other inparty; ~~accordance~~(iii) ~~with~~immediately ~~accounting~~by ~~principles~~either ~~generally~~party ~~accepted~~if any material representation or warranty made by a party is found to be materially incorrect or misleading; (iv) ) immediately by either party upon a “change in control” (as defined in the ~~United~~License ~~States~~Agreement) of ~~America~~the other party; and (v) without cause upon six (6) months written notice. ~~The~~Either ~~preparation~~party ofmay ~~these financial~~also ~~statements~~terminate ~~requires~~the ~~management~~License toAgreement ~~make~~upon athirty ~~number~~(30) ofdays ~~estimates~~written ~~and~~notice ~~judgments~~if ~~which~~the ~~impact~~parties are unable to resolve, in good faith, disputes arising under the ~~reported~~License ~~amounts~~Agreement concerning Licensee’s use of ~~assets,~~our ~~liabilities~~iGO® trademarks , ~~revenue~~the ~~and~~quality ~~expenses~~of ~~and~~the licensed products sold by Licensee, or the ~~related~~extent ~~disclosure~~or scope of ~~contingent~~Licensee’s ~~assets~~efforts to manufacture and ~~liabilities.~~sell licensed products.

OnDuring anthe ~~on-going~~term ~~basis,~~of wethe ~~evaluate~~License ~~our~~Agreement ~~estimates,~~and ~~including~~for ~~those~~a ~~related~~period toof ~~bad~~six ~~debt~~(6) ~~expense,~~months ~~warranty~~after ~~obligations,~~expiration ~~inventories,~~or ~~sales returns~~termination ~~and~~of ~~price~~the ~~protection~~License Agreement, ~~and~~we ~~contingencies~~will ~~and~~not ~~litigation.~~sell ~~We base~~ our ~~estimates~~iGO® ontrademarks ~~historical experience and on various other assumptions that are believed~~ to beany ~~reasonable~~unaffiliated ~~under~~third ~~the~~party ~~circumstances,~~unless ~~the~~we ~~results~~have offirst ~~which~~offered ~~form~~our ~~the~~iGO® ~~basis~~trademarks ~~for making~~to ~~judgments~~Licensee ~~about~~at ~~the~~a ~~carrying~~price ~~values~~not ofgreater ~~assets~~than and ~~liabilities~~on ~~that~~material ~~are~~terms ~~not~~no ~~readily~~less ~~apparent~~favorable ~~from~~to ~~other~~Licensee ~~sources.~~than ~~Actual~~the ~~results~~price ~~may~~and ~~differ~~terms ~~from~~Licensor ~~our~~offers ~~estimates~~to ~~under~~any ~~different~~third ~~assumptions~~party. ~~or conditions~~.

WeA ~~believe~~copy ~~the~~of ~~following~~License ~~critical~~Agreement ~~accounting~~is ~~policies~~included ~~affect~~as ~~our~~an ~~more~~exhibit ~~significant~~this ~~judgments~~Form ~~and~~10-K ~~estimates~~for ~~used in~~ the ~~preparation~~year ofending ~~our consolidated~~December ~~financial~~31, ~~statements:~~ 2013.

~~Revenue~~Critical ~~Recognition.~~Accounting ~~Revenue~~Policies ~~from product sales is generally recognized upon shipment~~ and transfer of ownership from us or our contract manufacturers to our customers. Allowances for sales returns and credits are provided for in the same period the related sales are recorded. Should the actual return or sales credit rates differ from our estimates, revisions to our estimated allowance for sales returns and credits may be required. Estimates

Our ~~recognition~~ ofdiscussion ~~revenue from product sales to distributors, resellers~~ and ~~retailers,~~analysis ~~or the “retail and distribution channel,” is affected by agreements we have with certain customers giving them rights to return up to 15%~~ of ~~their~~our ~~prior quarter’s~~financial ~~purchases,~~condition ~~provided~~and ~~that~~results ~~the customer places a new order for an equal or greater dollar value~~ of ~~the~~operations ~~amount~~are ~~returned.~~based Weupon ~~also~~our ~~have~~consolidated ~~agreements~~financial ~~with certain customers that allow them to receive credit for subsequent price reductions~~statements, ~~or “price~~which ~~protection.”~~have Atbeen ~~the~~prepared ~~time~~in weaccordance ~~recognize~~with ~~revenue~~accounting ~~related~~principles togenerally ~~these~~accepted ~~agreements,~~in ~~we reduce revenue for~~ the ~~gross~~United ~~sales~~States ~~value~~ of ~~estimated future returns, as well as our estimate of future price protection~~America. WeThe ~~also~~preparation ~~reduce cost~~ of ~~revenue for~~these ~~the~~financial ~~gross~~statements ~~product~~requires ~~cost~~management ofto ~~estimated~~make ~~future~~a ~~returns.~~number ~~We record an allowance for sales returns in the amount~~ of ~~the~~estimates ~~difference between the gross sales value~~ and ~~the~~judgments ~~cost~~which ofimpact ~~revenue as a reduction of accounts receivable. We also have agreements with certain customers that provide them with a 100% right of return prior to~~ the ~~ultimate~~reported ~~sale~~amounts ~~to an end user~~ of ~~the~~assets, ~~product. Accordingly~~liabilities, ~~we have recorded deferred~~ revenue ofand ~~$307,000~~expenses ~~as of December 31, 2012~~ and ~~$1,305,000 as of December 31, 2011, which we expect to recognize as revenue when~~ the ~~product~~related isdisclosure ~~sold to the end user. Gross sales to the retail and distribution channel accounted for approximately 89%~~ of ~~revenue~~contingent ~~for~~assets ~~the year ended December 31, 2012~~ and ~~86% of revenue for the year ended December 31, 2011~~liabilities.

25On an on-going basis, we evaluate our estimates, including those related to bad debt expense, warranty obligations, inventories, sales returns and price protection, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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 our estimates under different assumptions or conditions.

~~Table of Contents~~28

~~Historically,~~We abelieve ~~correlation has existed between~~ the ~~amount~~following ofcritical ~~retail~~accounting ~~and~~policies ~~distribution channel~~affect ~~inventory and the amount of returns that actually occur. The greater the inventory held by~~ our ~~distributors, the~~ more ~~product~~significant ~~returns~~judgments ~~we expect. As part of our effort to reach an appropriate accounting estimate for returns, for each of our products, we monitor levels of product sales~~ and ~~inventory~~estimates atused ~~our distributors’ warehouses and at retailers. In estimating returns, we analyze historical returns, current inventory~~ in the ~~retail~~preparation ~~and distribution channel, current economic trends, changes in consumer demand, the introduction~~ of ~~new competing products and market acceptance of~~ our ~~products.~~consolidated financial statements:

~~In recent~~Revenue ~~years,~~Recognition. asRevenue afrom ~~result~~product ofsales ais ~~combination~~generally ofrecognized ~~the~~upon ~~factors~~shipment ~~described~~and ~~above,~~transfer weof ~~have~~ownership ~~reduced~~from us or our ~~gross~~contract ~~sales~~manufacturers to ~~reflect~~ our ~~estimated amounts of returns and price protection~~customers. ItAllowances isfor ~~possible~~sales ~~that~~ returns ~~could~~and ~~increase~~credits ~~rapidly~~are ~~and~~provided ~~significantly~~for in the ~~future.~~ ~~Accordingly,~~same ~~estimating~~period ~~product returns requires significant judgment on~~ the ~~part~~related ofsales ~~management~~are recorded. ~~Slight~~Should ~~differences in~~ the ~~assumptions~~actual ~~management~~return ~~uses~~or ~~to estimate~~ sales ~~returns~~credit ~~could~~rates ~~have~~differ afrom ~~material impact on~~ our ~~reported~~estimates, ~~sales~~revisions ~~and~~to ~~thus could~~our ~~have~~estimated aallowance ~~material~~for ~~impact~~sales onreturns ~~the~~and ~~presentation~~credits ofmay ~~the~~be ~~results of our operations~~required.

~~Inventory~~Our ~~Valuation. Inventories~~recognition ~~consist~~ of ~~finished~~revenue ~~goods~~from ~~and~~product ~~component~~sales ~~parts~~to ~~purchased~~distributors, ~~both~~resellers ~~partially~~ and ~~fully~~retailers, ~~assembled.~~or Wethe ~~experience~~“retail ~~all~~and ~~the~~distribution ~~typical~~channel,” ~~risks~~is ~~and~~affected ~~rewards~~by ofagreements ~~inventory~~we ~~held~~have bywith ~~contract~~certain ~~manufacturers.~~customers ~~Inventories~~giving ~~are~~them ~~stated~~rights atto ~~the~~return ~~lower~~up to 15% of ~~cost (first-in~~their prior quarter’s purchases, ~~first-out~~provided ~~method)~~that orthe ~~market.~~customer ~~Inventories~~places ~~include~~a ~~material,~~new ~~labor~~order ~~and~~for ~~overhead~~an ~~costs~~equal or greater dollar value of the amount returned. ~~Labor~~We ~~and~~also ~~overhead~~have ~~costs~~agreements ~~are~~with ~~allocated~~certain customers that allow them to ~~inventory~~receive ~~based~~credit onfor asubsequent ~~percentage~~price ofreductions, ~~material~~or ~~costs~~“price protection.” WeAt ~~monitor~~the ~~usage~~time ~~reports~~we recognize revenue related to ~~determine~~these ifagreements, we reduce revenue for the ~~carrying~~gross sales value of ~~any~~estimated ~~items~~future ~~should~~returns, beas ~~adjusted~~well ~~due~~as toour ~~lack~~estimate of ~~demand~~future price protection. We ~~make~~also areduce ~~downward~~cost ~~adjustment~~of torevenue for the ~~value~~gross product cost of ~~our~~estimated ~~inventory~~future returns. We record an allowance for ~~estimated~~sales ~~obsolescence~~returns, orincluding ~~unmarketable~~those ~~inventory~~of ~~equal~~WalMart, toin the amount of the difference between the gross sales value and the cost of ~~inventory~~revenue ~~and~~as a reduction of accounts receivable. We have historically maintained agreements with certain customers that provided them with a 100% right of return prior to the ~~estimated~~ultimate ~~market value~~sale ~~based~~to ~~upon~~an ~~assumptions~~end ~~about~~user ~~future~~of ~~demand~~the ~~and~~product. ~~market~~Accordingly, ~~conditions~~we recorded $307,000 deferred revenue as of December 31, 2012. IfAt ~~actual~~December ~~market~~31, ~~conditions~~2013, ~~are~~we ~~less~~recorded ~~favorable~~no ~~than~~deferred ~~those~~revenue ~~projected~~for byour ~~management~~remaining customer base. Gross sales to the retail and distribution channel accounted for approximately 97% of revenue for the year ended December 31, ~~additional~~2013 ~~inventory~~and ~~write-downs~~89% ~~may~~of berevenue ~~required~~for the year ended December 31, 2012.

~~Deferred~~Historically, ~~Tax Valuation Allowance. We record~~ a ~~valuation~~correlation ~~allowance~~has toexisted ~~reduce~~between ~~our deferred tax assets to~~ the amount ~~that~~of ~~is more~~retail ~~likely~~and ~~than~~distribution ~~not~~channel toinventory beand ~~realized. In determining~~ the amount of ~~the~~returns ~~valuation~~that ~~allowance,~~actually weoccur. ~~consider~~The ~~estimated~~greater ~~future~~the ~~taxable~~inventory ~~income~~held asby ~~well~~our asdistributors, ~~feasible~~the ~~tax~~more ~~planning~~product ~~strategies~~returns ~~in each taxing jurisdiction in which~~ we ~~operate~~expect. ~~Historically,~~As wepart ~~have recorded~~of aour ~~deferred~~effort ~~tax~~to ~~valuation~~reach ~~allowance in~~ an ~~amount~~appropriate ~~equal~~accounting toestimate ~~our~~for ~~net~~returns, ~~deferred~~for ~~tax~~each ~~assets.~~of Ifour weproducts, ~~determine that~~ we ~~will~~monitor ~~ultimately~~levels beof ~~able~~product tosales ~~utilize~~and ~~all~~inventory orat aour ~~portion~~distributors’ ofwarehouses ~~deferred~~and ~~tax~~at ~~assets~~retailers. ~~for~~In ~~which~~estimating areturns, ~~valuation~~we ~~allowance~~analyze ~~has~~historical ~~been provided~~returns, ~~the related~~current ~~portion~~inventory ofin the ~~valuation~~retail ~~allowance~~and ~~will~~distribution bechannel, ~~released~~current toeconomic ~~income~~trends, aschanges ain ~~credit~~consumer ~~to income tax expense. During 2010~~demand, ~~we released $1,002,000 of~~ the ~~valuation~~introduction ~~allowance as a result~~ of ~~deferred~~new ~~tax~~competing ~~liabilities~~products ~~incurred~~and inmarket ~~connection~~acceptance ~~with the acquisitions~~ of ~~Adapt~~our ~~and Aerial7~~products.

~~Goodwill~~In ~~and~~recent ~~Long-Lived~~years, ~~Asset Valuation. We test goodwill for impairment on an annual basis~~ as ~~of October 1. The goodwill impairment evaluation process is based on both~~ a ~~discounted~~result ~~future~~of ~~cash flows approach and~~ a ~~market~~combination ~~comparable approach. The discounted cash flows approach uses our estimates~~ of ~~future~~the ~~market~~factors ~~growth rates,~~described ~~market share~~above, ~~revenue~~we ~~and~~have ~~costs,~~reduced asour ~~well~~gross assales ~~appropriate~~to ~~discount~~reflect ~~rates.~~our Weestimated ~~evaluated~~amounts ~~goodwill for impairment as~~ of ~~October 1,~~returns ~~2011~~ and ~~determined~~price ~~that~~protection. ~~recorded~~It ~~goodwill~~is ~~was~~possible ~~impaired at~~ that ~~time.~~returns Wecould ~~test~~increase ~~our~~rapidly ~~recorded~~and ~~long-lived~~significantly ~~assets whenever~~in ~~events indicate~~ the ~~recorded intangible assets may be impaired~~future. ~~Our~~Accordingly, ~~long-lived~~estimating ~~asset~~product ~~impairment~~returns ~~approach~~requires issignificant ~~based~~judgment on ~~an undiscounted cash flows approach. As a result of~~ the ~~assessment~~part of ~~goodwill impairment at October 1, 2011, we tested long-lived assets for impairment at that time and determined some of these assets were impaired~~management. AsSlight adifferences ~~result~~in of the ~~assessment~~assumptions ofmanagement ~~additional~~uses ~~goodwill~~to ~~impairment~~estimate atsales ~~October 1,~~returns ~~2012,~~could wehave ~~tested~~a ~~long-lived~~material ~~assets~~impact ~~for~~on ~~impairment~~our atreported ~~that~~sales ~~time~~ and ~~determined~~thus ~~all~~could ofhave ~~these~~a ~~assets~~material inimpact ~~connection~~on ~~with~~ the ~~acquisition~~presentation of ~~Aerial7 were impaired. We have recorded long-lived asset impairment charges in~~ the ~~past,~~results ~~and~~of ~~if we fail to achieve~~ our ~~assumed growth rates or assumed gross margin, we may incur additional charges for impairment in the future~~operations.

~~Investments~~Inventory Valuation. ~~The~~Inventories ~~Company~~consist ~~assesses~~of ~~its~~finished ~~long-term investments~~goods ~~for~~and ~~other-than-temporary~~component ~~declines~~parts inpurchased ~~value~~both partially and fully assembled. We experience all the typical risks and rewards of inventory held by ~~considering~~contract ~~various~~manufacturers. ~~factors~~Inventories ~~that~~are ~~include~~stated at the lower of cost (first-in, ~~among~~first-out ~~other~~method) ~~things~~or market. Inventories include material, ~~events~~labor ~~that~~and ~~may~~overhead ~~affect~~costs. Labor and overhead costs are allocated to inventory based on a percentage of material costs. We monitor usage reports to determine if the ~~creditworthiness~~carrying value of any items should be adjusted due to lack of demand. We make a ~~security’s~~downward ~~issuer,~~adjustment to the ~~length~~value of ~~time~~our inventory for estimated obsolescence or unmarketable inventory equal to the ~~security~~difference ~~has~~between ~~been~~the incost aof ~~loss position,~~inventory and the ~~Company’s~~estimated ~~ability~~market value based upon assumptions about future demand and ~~intent~~market toconditions. ~~hold~~If ~~the~~actual ~~security~~market ~~until~~conditions are less favorable than those projected by management, additional inventory write-downs may be required. At December 31, 2013, a ~~forecasted~~significant ~~recovery~~portion of ~~fair~~our inventory has been written-down to the value agreed upon with the Licensee. Additional inventory write-downs may be required if the Licensee determines the market value is less than the agreed-upon value.

26Deferred Tax Valuation Allowance. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In determining the amount of the valuation allowance, we consider estimated future taxable income as well as feasible tax planning strategies in each taxing jurisdiction in which we operate. Historically, we have recorded a deferred tax valuation allowance in an amount equal to our net deferred tax assets. If we determine that we will ultimately be able to utilize all or a portion of deferred tax assets for which a valuation allowance has been provided, the related portion of the valuation allowance will be released to income as a credit to income tax expense.

~~Table of Contents~~29

~~Results~~Goodwill and Long-Lived Asset Valuation. We have historically tested goodwill for impairment on an annual basis as of ~~Operations~~October 1. The goodwill impairment evaluation process is based on both a discounted future cash flows approach and a market comparable approach. The discounted cash flows approach uses our estimates of future market growth rates, market share, revenue and costs, as well as appropriate discount rates. We evaluated goodwill for impairment as of October 1, 2011 and determined that recorded goodwill was impaired at that time. We test our recorded long-lived assets whenever events indicate the recorded intangible assets may be impaired. Our long-lived asset impairment approach is based on an undiscounted cash flows approach. As a result of the assessment of goodwill impairment at October 1, 2011, we tested long-lived assets for impairment at that time and determined some of these assets were impaired. As a result of the assessment of additional goodwill impairment at October 1, 2012, we tested long-lived assets for impairment at that time and determined all of these assets in connection with the acquisition of Aerial7 were impaired. The value of goodwill remained at zero throughout 2013.

Investments. The ~~following~~Company ~~table~~assesses ~~sets~~its ~~forth~~long-term ~~certain~~investments ~~consolidated~~for ~~financial~~other-than-temporary ~~data~~declines ~~for~~in ~~the~~value ~~periods~~by ~~indicated~~considering ~~expressed~~various asfactors that include, among other things, events that may affect the creditworthiness of a ~~percentage~~security's issuer, the length of ~~total~~time ~~revenue~~the ~~for~~security has been in a loss position, and the ~~periods~~Company's ~~indicated:~~ability and intent to hold the security until a forecasted recovery of fair value.

	Year Ended December 31,
	2012			2011			2010
Revenue		100.0	%		100.0	%		100.0	%
Cost of revenue		82.3	%		77.9	%		66.8	%
Gross profit		17.7	%		22.1	%		33.2	%
Operating expenses:
Sales and marketing		17.5	%		20.1	%		18.0	%
Research and development		7.4	%		6.1	%		3.5	%
General and administrative		23.6	%		20.2	%		17.5	%
Asset impairment		4.8	%		5.9	%		—
Total operating expenses		53.3	%		52.3	%		39.0	%
Loss from operations		(35.6	)%		(30.2	)%		(5.8	)%
Other income (expense):
Interest income, net		—			0.2	%		0.4	%
Gain on disposal of assets and other income (expense), net		(4.6	)%		—			5.0	%
Loss before income tax		(40.2	)%		(30.0	)%		(0.4	)%
Income tax benefit		—			—			(2.3	)%
Net income (loss)		(40.2	)%		(30.0	)%		1.9	%

Results of Operations

~~Comparison~~The offollowing ~~Years~~table ~~Ended~~sets ~~December 31,~~forth ~~2012,~~certain ~~2011,~~consolidated ~~and~~financial ~~2010~~data for the periods indicated expressed as a percentage of total revenue for the periods indicated:

Revenue. Revenue generally consists of sales of products, net of returns and allowances. To date, our revenues have come predominantly from our laptop chargers. The following table summarizes the year-over-year comparison of our consolidated revenue for the periods indicated (dollars in thousands):

	Year Ended December 31,
	2013			2012

Revenue		100.0	%		100.0	%
Cost of revenue		103.0	%		82.3	%
Gross profit (loss)		(3.0	)%		17.7	%

Operating expenses:
Sales and marketing		16.7	%		17.5	%
Research and development		6.9	%		7.4	%
General and administrative		45.1	%		23.6	%
Asset impairment		2.7	%		4.8	%
Total operating expenses		71.4	%		53.3	%
Loss from operations		(74.4	)%		(35.6	)%

Other income (expense):
Interest income, net		0.0	%		0.0	%
Gain on disposal of assets and other income (expense), net		0.2	%		(4.6	)%
Loss before income tax		(74.2	)%		(40.2	)%
Income tax benefit		-			-
Net loss		(74.2	)%		(40.2	)%

Year	Annual Amount		Decreasefrom PriorYear			PercentageChangefrom PriorYear
2012	$	29,876		(8,496	)		(22.1	)%
2011		38,372		(4,985	)		(11.5	)%
2010		43,357		(5,587	)		(11.4	)%

Comparison of Years Ended December 31, 2013 and 2012

27Revenue. Revenue generally consists of sales of products, net of returns and allowances. To date, our revenues have come predominantly from our laptop chargers. The following table summarizes the year-over-year comparison of our consolidated revenue for the periods indicated (dollars in thousands):

~~Table of Contents~~30

Following is a breakdown of revenue by significant account for the years ended December 31, 2012, 2011 and 2010 with corresponding dollar and percent changes (dollars in millions):

Year	Annual Amount		Decrease from Prior Year			Percentage Change from Prior Year
2013	$	16,928		(12,948	)		(43.3	)%
2012		29,876		(8,496	)		(22.1	)%

							Change from 2011 to 2012						Change from 2010 to 2011
	$2012		$2011		$2010		$Change			%Change			$Change			%Change
Walmart		8.3		8.0		7.5		0.3			3.8	%		0.5			6.7	%
RadioShack		3.8		3.8		14.7		—			—			(10.9	)		(74.1	)%
Belkin		0.8		2.5		3.0		(1.7	)		(67.9	)%		(0.5	)		(16.7	)%
Office Depot		0.7		—		—		0.7			100.0	%		—			—
All other customers		16.3		24.1		18.2		(7.8	)		(32.3	)%		5.9			32.4	%
		29.9		38.4		43.4		(8.5	)		(22.1	)%		(5.0	)		(11.5	)%

Following is a breakdown of revenue by significant account for the years ended December 31, 2013 and 2012 with corresponding dollar and percent changes (dollars in millions):

The 2012 decrease in revenue was primarily due to declines in sales volume of power products to Belkin and all other customers combined with a decline in average selling price for power products to Wal-Mart, partially offset by an increase in sales volume to Wal-Mart. The decline in sales to all other customers is primarily attributable to lower sales of power products in international markets and the wireless carrier channel, as well as a decrease in the audio and protection product lines which contributed $2.5 million to revenue for the year ended December 31, 2012, compared to $5.4 million for the year ended December 31, 2011. The decrease in power product revenue was also partially offset by an increase in sales of batteries of $467,000 to $2.2 million for the year ended December 31, 2012, compared to $1.8 million for the year ended December 31, 2011 primarily due to increased distribution in Europe and North America.

					Change from 2012 to 2013
	$		$		$			%
	2013		2012		Change			Change
Walmart		7.5		8.3		(0.8	)		(9.6	)%
Convoy		0.5		0.4		0.1			25.0	%
RadioShack		0.1		3.8		(3.7	)		(97.4	)%
Belkin		-		0.8		(0.8	)		(100.0	)%
Office Depot		0.2		0.7		(0.5	)		(71.4	)%
All other customers		8.6		15.9		(7.3	)		(45.8	)%
		16.9		29.9		(13.0	)		(43.5	)%

The ~~2011~~ 2013 decrease in revenue was primarily due to ~~the~~declines ~~decreases~~ in sales tovolume ~~RadioShack~~of ~~and~~power ~~Belkin~~products to Radio Shack, asHudson ~~indicated~~Group, inand ~~the~~In ~~table~~Motion ~~above~~Pictures, ascombined with a ~~result~~decline ofin aaverage ~~shift~~selling inprice ~~RadioShack’s~~for ~~retail~~power ~~strategy~~products to ~~place~~Walmart, ~~greater~~partially ~~emphasis~~offset onby ~~its~~an ~~own~~increase ~~private~~in ~~label~~sales ~~brands~~volume ~~during 2011.~~of ~~This~~power ~~decrease~~products to Walmart. The decline in ~~revenue~~sales ~~was~~to ~~partially~~all ~~offset~~other bycustomers ~~the~~is ~~addition~~primarily ofattributable ~~battery,~~to ~~audio~~lower ~~and~~sales ~~protection~~of ~~product~~power ~~lines~~products asin aNorth ~~result~~American ofmarkets, ~~Adapt~~as ~~and~~well ~~Aerial7~~as ~~acquisitions~~a $500,000 decrease in the ~~second~~sale ~~half~~ of ~~2010~~audio ~~and~~products to $1.8 million for the ~~establishment~~year ofended ~~our~~December ~~Pure~~31, ~~Energy~~2013, ~~relationship~~compared into $2.3 million for the ~~first~~ ~~quarter~~year ofended ~~2011~~December 31, ~~combined~~2012, ~~with~~a ~~increases~~$1.2 million decrease in sales toof ~~Wal-Mart~~batteries asto ~~indicated~~$1 inmillion for the ~~table~~year ~~above~~ended December 31, 2013, compared to $2.2 ~~The~~million ~~battery~~for the year ended December 31, ~~audio~~2012, and ~~protection~~a ~~product~~$500,000 ~~lines~~decrease ~~contributed~~in ~~$7.2~~the ~~million~~sale of protection products to ~~revenue~~$200,000 for the year ended December 31, ~~2011~~2013, compared to $~~892~~700,000 for the year ended December 31, ~~2010,~~2012. ~~and~~We ~~the~~will ~~corresponding~~generate ~~revenue~~reduced isfuture ~~included~~revenue inthrough the ~~table~~license ~~above~~fees earned from Licensee under the ~~caption~~terms ~~“All~~of the License Agreement, primarily a percentage of net sales of certain Licensed Products and the net profits of certain other ~~customers”~~Licensed Products.

Cost of revenue, gross profit and gross margin. Cost of revenue generally consists of costs associated with components, outsourced manufacturing and in-house labor associated with assembly, testing, packaging, shipping and quality assurance, depreciation of equipment and indirect manufacturing costs. Gross profit is the difference between revenue and cost of revenue. Gross margin is gross profit stated as a percentage of revenue. The following tables summarize the year-over-year comparison of our cost of revenue, gross profit and gross margin for the periods indicated (dollars in thousands):

Cost of revenue:

Year	~~AnnualAmount~~Annual Amount		Increase/ (Decrease) from ~~PriorYear~~Prior Year			~~PercentageChange~~Percentage ~~fromPrior~~Change from Prior Year
2012	$	24,593		(5,310	)		(17.8	)%
2013	$	17,440		(7,153	)		(29.1	)%
2011		29,903		956			3.3	%
2012		24,593		(5,310	)		(17.8	)%
2010		28,947		(4,829	)		(14.3	)%

28 31

~~Table~~Gross ofprofit ~~Contents~~and gross margin:

Gross profit and gross margin:

Year	Gross Profit			Gross Margin			Decrease in gross profit from Prior Year			Percentage Change from Prior Year
2013	$	(512	)		(3.0	)%	$	(5,795	)		(109.7	)%
2012		5,283			17.7	%	$	(3,186	)		(37.6	)%

Year	Gross Profit		GrossMargin			Decrease ingross profitfrom PriorYear			PercentageChange fromPrior Year
2012	$	5,283		17.7	%	$	(3,186	)		(37.6	)%
2011		8,469		22.1	%	$	(5,941	)		(41.2	)%
2010		14,410		33.2	%		(758	)		(5.0	)%

The 2013 decrease in cost of revenue and corresponding decrease in gross margin for the year ended December 31, 2013 compared to the year ended December 31, 2012 were primarily due to the decline in overall sales, shift in product mix, increased inventory write-downs, and decline in average selling prices to Walmart and other customers. Labor and overhead decreased by $945,000 to $4.2 million, or 24.8% of revenue, for the year ended December 31, 2013, compared to 17.1% of revenue for the year ended December 31, 2012. The decrease in labor and overhead costs during 2013 was primarily due to decreases of $395,000 in salaries and other personnel-related costs, $286,000 in third-party logistics costs, $443,000 in freight charges, and $86,000 in depreciation expense, partially offset by $759,000 in allowances for excess and obsolete inventory. Despite the decrease in labor and overhead costs, cost of revenue as a percentage of revenue increased to 103% for the year ended December 31, 2013, from 82.3% for the year ended December 31, 2012, primarily due to increased inventory write-downs, fixed labor and overhead costs being spread over reduced revenue, and a shift to lower margin customers. Upon implementation of the License Agreement, Licensee will bear all the costs of manufacture of Licensed Products. By the second quarter of 2014, we expect to incur no costs of revenue.

~~The~~Sales ~~2012 decrease in cost of revenue~~ and corresponding decrease in gross margin for the year ended December 31, 2012 compared to the year ended December 31, 2011 were primarily due to the decline in overall sales, shift in product mix, and decline in average selling prices to Wal-Mart and other customersmarketing. ~~Labor~~Sales and ~~overhead~~marketing expenses ~~decreased~~ bygenerally ~~$1.5~~consist ~~million to $5.1 million, or 17.1%~~ of ~~revenue~~salaries, ~~for~~commissions ~~the year ended December 31, 2012, compared to $6.6 million, or 17.2% of revenue, for the year ended December 31, 2011. The decrease in labor~~ and ~~overhead~~other personnel-related costs ~~during 2012 was primarily due to decreases~~ of ~~$599,000~~our ~~in third-party logistics costs~~sales, ~~$384,000~~marketing ~~in allowances for excess~~ and ~~obsolete~~support ~~inventory~~personnel, ~~$703~~advertising,~~000~~ inpublic ~~offsite labor and supplies~~relations, ~~and $181~~promotions,~~000~~ inprinted ~~cycle~~media ~~count adjustments. Despite the decrease in labor~~ and ~~overhead~~ ~~costs, total cost of revenue as a percentage of revenue increased to 82~~travel.3% ~~for~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~December 31, 2012, from 77.9% for~~ the year-over-year ~~ended~~comparison ~~December 31,~~of ~~2011,~~our ~~primarily due to the decline in overall~~ sales and ~~the~~marketing ~~fixed~~expenses ~~nature of~~for ~~certain~~the ofperiods ~~our~~indicated ~~costs.~~(dollars ~~The decline~~ in ~~gross margin is primarily due to the decline in selling price relating to power products, audio and other accessories.~~ thousands):

The 2011 increase in cost of revenue and corresponding decrease in gross margin were due primarily to a decrease in average direct margin, which excludes labor and overhead costs, to 39.4% for the year ended December 31, 2011 compared to 47.1% for the year ended December 31, 2010, as a result of increased product costs, reduced sales prices and shifts in product mix. Also contributing to the increase in cost of revenue and the corresponding decrease in gross margin was an increase in labor and overhead costs, which are mostly fixed, of $626,000, or 10.4% to $6.6 million for the year ended December 31, 2011, compared to $6.0 million for the year ended December 31, 2010. The increase in labor and overhead costs during 2011 was primarily due to increases of $375,000 in third-party logistics costs, $270,000 in allowances for excess and obsolete inventory, and $136,000 in cycle count adjustments. As a result of these factors, cost of revenue, as a percentage of revenue, increased to 77.9% for the year ended December 31, 2011, from 66.8% for the year ended December 31, 2010.

Year	Annual Amount		Increase/ (Decrease) from Prior Year			Percentage Change from Prior Year
2013	$	2,818		(2,415	)		(46.1	)%
2012		5,233		(2,462	)		(32.0	)%

~~Sales~~The 2013 decrease in sales and marketing. ~~Sales~~expenses primarily resulted from decreases in advertising, market research, and personnel-related expenses. Specifically, marketing, advertising and promotional expenses ~~generally~~decreased ~~consist~~$510,000 ofmillion ~~salaries~~or 47.5%, ~~commissions~~to ~~and~~$475,000 ~~other~~ for the year ended December 31, 2013, compared to $1.0 million for the year ended December 31, 2012. In addition, there was a decrease in personnel-related ~~costs~~and consulting expenses of ~~our~~$1.6 ~~sales~~million, ~~marketing~~or ~~and~~44.4%, ~~support~~to ~~personnel~~$2.0 million for the year ended December 31, ~~advertising~~2013, ~~public~~compared ~~relations~~to $3.6 million for the year ended December 31, ~~promotions~~2012, ~~printed~~and ~~media~~a decrease in outside commissions and ~~travel~~professional fees of $195,000, or 51.1%, ~~The~~to ~~following~~$187,000 ~~table~~for ~~summarizes~~the year ended December 31, 2013, compared to $382,000 for the year~~-over-year~~ ~~comparison~~ended December 31, 2012 As a percentage of ~~our~~revenue, sales and marketing expenses decreased to 16.7% for the ~~periods~~ ~~indicated~~year ~~(dollars~~ended inDecember ~~thousands):~~31, 2013 from 17.5% for the year ended December 31, 2012.

Year	AnnualAmount		Increase/(Decrease)from PriorYear			PercentageChange fromPrior Year
2012	$	5,233		(2,462	)		(32.0	)%
2011		7,695		(110	)		(1.4	)%
2010		7,805		1,052			15.6	%

Research and development. Research and development expenses consist primarily of salaries and personnel-related costs, outside consulting, lab costs and travel-related costs of our product development group. The following table summarizes the year-over-year comparison of our research and development expenses for the periods indicated (dollars in thousands):

The 2012 decrease in sales and marketing expenses primarily resulted from decreases in advertising, market research, and personnel-related expenses. Specifically, marketing, advertising and promotional expenses decreased $1.1 million or 52.4%, to $1.0 million for the year ended December 31, 2012, compared to $2.1 million for the year ended December 31, 2011. In addition, there was a decrease in personnel-related and consulting expenses of $860,000, or 19.3%, to $3.6 million for the year ended December 31, 2012, compared to $4.5 million for the year ended December 31, 2011. As a percentage of revenue, sales and marketing expenses decreased to 17.5% for the year ended December 31, 2012 from 20.1% for the year ended December 31, 2011. 32

The 2011 decrease in sales and marketing expenses primarily resulted from decreases in advertising and market research expenses. Specifically, marketing and advertising expenses decreased $465,000 or 36.2%, to $820,000 for the year ended December 31, 2011, compared to $1.3 million for the year ended December 31, 2010. Partially offsetting these decreases was an increase in personnel-related and consulting expenses of $332,000, or 8.0%, to $4.5 million for the year ended December 31, 2011, compared to $4.1 million for the year ended December 31, 2010. As a percentage of revenue, sales and marketing expenses increased to 20.1% for the year ended December 31, 2011 from 18.0% for the year ended December 31, 2010.

Year	Annual Amount		Increase/ (Decrease) from Prior Year			Percentage Change from Prior Year
2013	$	1,172		(1,046	)		(47.2	)%
2012		2,218		(140	)		(5.9	)%

29The decrease in research and development expenses in 2013 resulted primarily from the decreases of approximately $500,000 in personnel-related expenses, or 31.3% to $1.1 million for the year ended December 31, 2013, compared to $1.6 million for the year ended December 31, 2012 (primarily from approximately reductions in labor force, partially offset by $290,000 in severance expenses due to a change in control). Non-recurring engineering expenses decreased by $144,000, or 82.8% to $30,000 for the year ended December 31, 2013, compared to $174,000 for the year ended December 31,2012, primarily due to the March 27, 2013 termination of the development of our power-saving microchip with Texas Instruments. Professional consulting expenses decreased by $99,000, or 89.2% to $12,000 for the year ended December 31, 2013, compared to $111,000 for the year ended December 31, 2012. As a percentage of revenue, research and development expenses increased to 6.9% for the year ended December 31, 2013 from 7.4% for the year ended December 31, 2012.

~~Table~~General and administrative. General and administrative expenses consist primarily of ~~Contents~~salaries and other personnel-related expenses of our finance, human resources, information systems, corporate development and other administrative personnel, as well as facilities, legal and other professional fees, depreciation and amortization and related expenses. The following table summarizes the year-over-year comparison of our general and administrative expenses for the periods indicated (dollars in thousands):

Research and development. Research and development expenses consist primarily of salaries and personnel-related costs, outside consulting, lab costs and travel-related costs of our product development group. The following table summarizes the year-over-year comparison of our research and development expenses for the periods indicated (dollars in thousands):

Year	Annual Amount		Increase/ (Decrease) from Prior Year			Percentage Change from Prior Year
2013	$	7,641		595			8.4	%
2012		7,046		(707	)		(9.1	)%

Year	AnnualAmount		Increase/(Decrease)from PriorYear			PercentageChange fromPrior Year
2012	$	2,218		(140	)		(5.9	)%
2011		2,358		833			54.6	%
2010		1,525		(425	)		(21.8	)%

The 2013 increase in general and administrative expenses resulted from an increase in personnel-related expenses of approximately $300,000 or 21.4%, to $1.7 million for the year ended December 31, 2013, compared to $1.4 million for the year ended December 31, 2012 (primarily from approximately $883,000 in severance expenses due to a change in control, partially offset by reductions in labor force), and an increase in consulting and legal professional fees of approximately $1.74 million, or 229%, to $2.5 million for the year ended December 31, 2013, compared to $760,000 for the year ended December 31, 2012, which were partially offset by a decrease in equity compensation and amortization expenses of approximately $1.5 million, or 53.6%, to $1.3 million for the year ended December 31, 2013, compared to $2.8 million for the year ended December 31, 2012. General and administrative expenses, as a percentage of revenue increased to 45.1% for the year ended December 31, 2013, from 23.6% for the year ended December 31, 2012.

~~The~~Asset ~~decrease~~impairment. inAsset ~~research~~impairment ~~and~~expense ~~development~~consists of expenses inassociated ~~2012~~with ~~resulted~~impairment ~~primarily~~write-downs ~~from the decreases~~ of ~~approximately~~ ~~$68,000~~goodwill inand ~~personnel-related~~amortizable ~~expenses,~~intangible ~~or 4~~assets.2% toDuring ~~$1.5 million for~~ the ~~year~~second ~~ended~~quarter ~~December 31,~~of ~~2012~~2013, ~~compared~~in toconjunction ~~$1.6~~with ~~million~~the ~~for~~Company’s ~~the~~long ~~year~~term ~~ended~~investment ~~December 31~~impairment, ~~2011.~~we ~~Non-recurring~~determined ~~engineering~~a ~~expenses~~triggering ~~decreased~~event byhad ~~$83~~occurred,~~000,~~ ~~or 32.4%~~that tocaused ~~$174,000~~us ~~for~~to evaluate the ~~year~~intangible ~~ended~~assets ~~December 31,~~related ~~2012,~~to ~~compared~~Pure toEnergy ~~$257~~for impairment,~~000~~ ~~for~~specifically the ~~year~~distribution ~~ended~~rights ~~December 31,2011,~~and ~~primarily~~technology ~~due~~license. toBased ~~continued~~on ~~delay in~~ the ~~development~~receivership of ~~our~~Pure ~~power-saving~~Energy ~~microchip~~and ~~with~~the ~~Texas~~resulting ~~Instruments,~~delay aof ~~project~~shipments, ~~that~~we ~~was terminated~~determined bythe ~~Texas~~amortizable ~~Instruments~~intangible onassets ~~March~~with ~~27,~~a ~~2013.~~remaining ~~Professional~~book ~~consulting~~value ~~expenses~~of ~~decreased by~~ $46456,000, orwere 29fully impaired.3% toA ~~$111,000~~total ~~for~~asset ~~the~~impairment ~~year~~charge ~~ended~~of ~~December 31, 2012, compared to~~ $~~157~~456,000 ~~for the year ended December 31~~, ~~2011.~~related ~~As a percentage of revenue, research and development expenses increased~~ to ~~7.4% for~~ the ~~year~~amortizable ~~ended~~intangible ~~December 31~~assets, ~~2012~~was ~~from~~recorded ~~6.1%~~ for the year ended December 31, ~~2011.~~2013,

~~The~~As ~~increase in research and development expenses in 2011 resulted primarily from the increases~~ of ~~approximately~~October ~~$556~~1,~~000~~ ~~in personnel-related expenses~~2012, orour ~~51.8%~~annual toimpairment ~~$1.6~~testing ~~million for the year ended December 31~~date, ~~2011,~~as ~~compared~~a toresult ~~$1.1~~of ~~million~~a ~~for~~significant ~~the~~decline ~~year~~in ~~ended December 30, 2010, primarily due to~~ the ~~addition~~fair value of ~~personnel from~~ the ~~Adapt and~~ Aerial7 ~~acquisitions~~reporting ~~and~~unit, ~~severance~~we ~~payments~~determined ~~associated~~goodwill ~~with a reduction~~ in ~~personnel. Non-recurring~~the ~~engineering~~amount ~~expenses~~of ~~increased by~~ $~~221~~285,000, orrelated ~~604.1%~~ to ~~$257,000~~our ~~for~~2010 ~~the~~acquisition ~~year~~of ~~ended~~Aerial7 ~~December 31,~~was ~~2011,~~impaired. ~~compared~~In toconjunction ~~$36,000~~with ~~for~~ the ~~year~~goodwill ~~ended December 31~~impairment,~~2010,~~ ~~primarily~~we ~~due~~determined toa ~~the~~triggering ~~development~~event ofhad ~~our~~occurred ~~power-saving microchip with Texas Instruments, a project~~ that ~~was~~caused ~~terminated~~us byto ~~Texas~~evaluate ~~Instruments~~amortizable onassets ~~March~~related ~~27, 2013. Professional consulting expenses increased by $62,000, or 65.8%~~ to ~~$157,000~~Aerial7 for ~~the~~impairment. ~~year~~Based ~~ended~~on ~~December 31,~~lower-than-anticipated ~~2011,~~sales ~~compared~~of toaudio ~~$95~~products,~~000~~ ~~for~~we ~~the~~determined ~~year ended~~amortizable ~~December 31,~~intangible ~~2010.~~assets Aswith a ~~percentage~~remaining ofnet ~~revenue,~~book ~~research~~value ~~and~~of ~~development expenses increased to 6.~~$1~~% for the year ended December 31~~,158,000 ~~2011~~related ~~from~~to ~~3.5%~~Aerial7 ~~for~~were ~~the year ended December 31, 2010~~impaired.

General and administrative. General and administrative expenses consist primarily of salaries and other personnel-related expenses of our finance, human resources, information systems, corporate development and other administrative personnel, as well as facilities, legal and other professional fees, depreciation and amortization and related expenses. The following table summarizes the year-over-year comparison of our general and administrative expenses for the periods indicated (dollars in thousands): 33

Year	AnnualAmount		Increase/(Decrease)from PriorYear			PercentageChange fromPrior Year
2012	$	7,046		(707	)		(9.1	)%
2011		7,753		159			2.1	%
2010		7,594		(309	)		(3.9	)%

Interest income, net. Interest income, net consists primarily of interest earned on our cash balances and short-term investments. The following table summarizes the year-over-year comparison of interest income, net for the periods indicated (dollars in thousands):

The 2012 decrease in general and administrative expenses resulted from decreases in equity compensation and amortization expenses of approximately $403,000, or 12.6%, to $2.8 million for the year ended December 31, 2012, compared to $3.2 million for the year ended December 31, 2011, primarily due to a reduction in staffing during 2012. In addition, there was a decrease in personnel-related expenses of approximately $258,000, or 16.1%, to $1.4 million for the year ended December 31, 2012, compared to $1.6 million for the year ended December 31, 2011, which was partially offset by an increase in consulting and legal professional fees of approximately $314,000, or 70.2%, to $762,000 for the year ended December 31, 2012, compared to $448,000 for the year ended December 31, 2011. General and administrative expenses, as a percentage of revenue increased to 23.6% for the year ended December 31, 2012, from 20.2% for the year ended December 31, 2011.

Year	Annual Amount		Increase/ (Decrease) from Prior Year			Percentage Change from Prior Year
2013	$	5		(7	)		(58.3	)%
2012		12		(50	)		(80.6	)%

30The 2013 decrease in interest income was primarily due to decreased yield on our short-term investment balances during 2013. The 2012 decrease in interest income was primarily due to decreased short-term investment balances during 2012 due to usage of those investments to fund operating losses and working capital requirements. The average yield on our cash and short-term investments at December 31, 2013 was less than 1%, consistent with the average yield in 2012.

~~Table~~Gain (loss) on disposal of ~~Contents~~assets and other income (expense), net. Gain (loss) on disposal of assets and other income, net consists of the net proceeds received from the disposal of assets, income derived from non-core sources, and losses due to foreign exchange transactions. Other income (expense), net was $88,000 for the year ended December 31, 2013, primarily due to a $200,000 reimbursement from Texas Instruments following the termination of its contract to create an integrated circuit based on iGo Green technology, partially offset by ($135,000) foreign exchange losses. Other income (expense), net was ($218,000) for the year ended December 31, 2012 primarily due to foreign exchange losses of $228,000.

The ~~2011~~following ~~increase~~table insummarizes ~~general and administrative expenses resulted from increases in equity compensation and amortization expenses of approximately $650,000, or 28.0%, to $3.2 million for~~ the year ~~ended December 31, 2011, compared to $2.5 million for the~~ -over-year ~~ended~~comparison ~~December 31, 2010, primarily due to the Adapt and Aerial7 acquisitions. Partially offsetting this increase was a decrease in personnel-related expenses~~ of ~~approximately~~gain ~~$316,000,~~on ordisposal ~~16.3%, to $1.6 million for the year ended December 31, 2011, compared to $1.9 million for the year ended December 31, 2010. General and administrative expenses, as a percentage~~ of ~~revenue~~assets ~~increased to 20.2%~~ for the ~~year~~periods ~~ended~~indicated ~~December 31,~~(dollars ~~2011,~~in ~~from 17.5% for the year ended December 31, 2010.~~ thousands):

Asset impairment. Asset impairment expense consists of expenses associated with impairment write-downs of goodwill and amortizable intangible assets. As of October 1, 2012, our annual impairment testing date, as a result of a significant decline the fair value of the Aerial7 reporting unit, we determined goodwill in the amount of $285,000 related to our 2010 acquisition of Aerial7 was impaired. In conjunction with the goodwill impairment, we determined a triggering event had occurred that caused us to evaluate amortizable assets related to Aerial7 for impairment. Based on lower-than-anticipated sales of audio products, we determined amortizable intangible assets with a remaining net book value of $1,158,000 related to Adapt were impaired. As of October 1, 2011, our annual impairment testing date, as a result of a significant decline in our overall market capitalization, we determined goodwill in the amount of $269,000 related to our 2010 acquisition of Adapt Mobile and $1.4 million related to our 2010 acquisition of Aerial7 was impaired. In conjunction with the goodwill impairment, we determined a triggering event had occurred that caused us to evaluate amortizable assets related to Adapt and Aerial7 for impairment. Based on lower-than-anticipated sales of protection products, we determined amortizable intangible assets with a remaining net book value of $579,000 related to Adapt were impaired. We determined the amortizable intangible assets recorded in connection with the Aerial7 acquisition were not impaired. A total asset impairment charge of $2.3 million related to the impairment of goodwill and amortizable intangible assets was recorded for the year ended December 31, 2011. We also evaluated goodwill for impairment as of October 1, 2010, and determined goodwill was not impaired as of that date. Accordingly, no asset impairment charge was recorded for the year ended December 31, 2010.

Year	Annual Amount			Increase/ (Decrease) from Prior Year			Percentage Change from Prior Year
2013	$	88		$	306			140.4	%
2012	$	(218	)	$	(224	)	N/A

~~Interest~~Other-than-temporary ~~income, net.~~impairment ~~Interest~~of ~~income,~~long-term ~~net~~investments. ~~consists~~The ~~primarily~~2013 loss of ~~interest~~($60,000) ~~earned~~and onthe ~~our~~2012 ~~cash~~loss ~~balances~~of ~~and~~($1,161,000), ~~short-term~~respectively, ~~investments.~~were ~~The~~due ~~following~~to ~~table~~the ~~summarizes~~recognition ~~the~~of ~~year~~other-~~over~~than-~~year~~temporary ~~comparison~~impairment ofcharges ~~interest~~related ~~income,~~to ~~net~~long ~~for~~term ~~the~~investment ~~periods~~securities ~~indicated~~discussed ~~(dollars~~ in ~~thousands):~~Note 4 to the consolidated financial statements.

Year	AnnualAmount		Increase/(Decrease)from PriorYear			PercentageChange fromPrior Year
2012	$	12		(50	)		(80.6	)%
2011		62		(109	)		(63.7	)%
2010		171		(64	)		(27.2	)%

Income taxes. Based on historical operating losses and projections for future taxable income, it is more likely than not that we will not fully realize the benefits of the net operating loss carryforwards. We have not, therefore, recorded a tax benefit from our net operating loss carryforwards for the year ended December 31, 2013, which at December 31, 2013 were $184 million for federal purposes.

~~The~~Operating 2012 decrease in interest income was primarily due to decreased short-term investment balances during 2012 due to usage of those investments to fund operating losses and working capital requirements. The 2011 decrease in interest income was primarily due to collection in full of notes receivable during 2010 and decreased short-term investment balances during 2011 due to usage of those investments to fund operating losses and working capital requirements. The average yield on our cash and short-term investments at December 31, 2012 was less than 1%, consistent with the average yield in 2011. The 2010 decrease in interest income was primarily due to the use of cash to fund acquisitions. Outlook

~~Gain~~We ~~(loss)~~have ~~on disposal~~historically generated the majority of ~~assets~~our ~~and~~revenue ~~other~~from ~~income~~the ~~(expense),~~sale ~~net~~of chargers for laptops. ~~Gain~~However, ~~(loss)~~consumers onare ~~disposal~~increasingly ofusing ~~assets~~smartphones and ~~other~~tablets ~~income,~~as ~~net~~their ~~consists~~primary mobile electronic devices. As a result of ~~the~~this ~~net~~shift, ~~proceeds~~we ~~received~~have ~~from~~seen ~~the~~increased ~~disposal~~competition ofand ~~assets,~~a ~~less~~decline ~~the~~in ~~remaining~~demand ~~net~~for ~~book~~our ~~value~~power ofproducts ~~the~~from ~~disposed~~our ~~assets and~~traditional ~~other~~customer ~~income~~base inas ~~connection~~well ~~with~~as ~~the~~increased ~~collection~~competition offrom ~~notes~~retail ~~receivable~~customers ~~that~~who ~~had~~offer ~~been~~traditional ~~previously~~power ~~deferred~~products inunder ~~connection~~their ~~with~~own ~~the~~private-label ~~sale~~brands. ofAlthough ~~the~~we ~~assets~~have expanded our offering of products beyond our ~~handheld~~traditional ~~software~~power ~~and~~products ~~hardware~~to ~~product~~include ~~lines.~~a ~~The~~variety ~~following~~of ~~table~~accessories ~~summarizes~~to support the ~~year-over-year comparison~~increased utilization of ~~gain~~smartphones onand ~~disposal~~tablets, ofincluding ~~assets~~audio ~~for~~and protection products, the ~~periods~~revenue ~~indicated~~generated ~~(dollars~~from the sales of these products has not offset the decline in ~~thousands):~~revenue from historical sales of our traditional power products.

31 34

~~Table~~While we have taken certain actions to reduce costs, we also assessed opportunities to implement a further-reduced cost structure while evaluating alternative business models. We explored opportunities that would allow us to utilize our brand to expand our higher volume products, and potential strategic alliances that could provide for expanded product lines. As a result, we entered into the license agreement on December 23, 2013 with Incipio Technologies, Inc. whereby Incipio Technologies, Inc. will manage the manufacture, sales and distribution of ~~Contents~~our branded line of battery, charger, and power supply products and accessories and other future products that may be developed by us and Incipio Technologies, Inc.

Year	AnnualAmount			Increase/(Decrease)from PriorYear			PercentageChange fromPrior Year
2012	$	(218	)	$	(224	)		N/A
2011	$	6		$	(2,170	)		(99.7	)%
2010		2,176			1,670			330.0	%

Concurrent with the execution of the License Agreement, we decided that our battery, audio, and protection products were not generating sufficient revenue and were unlikely to provide a significant contribution to revenue in the future. Accordingly, we do not plan to offer such products for sale once we have depleted existing inventories.

~~The~~We ~~2010~~believe ~~gain~~this ~~was~~new ~~due~~sales ~~primarily~~model, tonew ~~the~~distribution ~~reversal~~method, elimination of ~~valuation~~certain ~~allowances~~product ~~against~~lines, ~~notes receivable from Mission~~ and ~~Cradlepoint.~~reductions ~~The~~in ~~note~~operating ~~receivable~~expenses ~~from~~will ~~Mission~~allow ~~was~~us ~~originally~~to ~~issued~~create inan ~~connection~~ongoing ~~with~~revenue ~~its~~stream, ~~purchase~~reduce ofworking ~~the~~capital ~~assets~~requirements, ~~of our expansion~~ and ~~docking~~significantly ~~product~~reduce ~~line~~overhead. inUpon ~~April~~implementation ~~2007~~of ~~and~~the ~~subsequently~~License ~~repaid~~Agreement, inLicensee ~~full~~will inbear ~~April~~all ~~2010, which resulted in~~ the ~~reversal~~costs of amanufacture, ~~valuation~~inventory ~~allowance~~management, distribution and ~~corresponding~~sale ~~recognition~~ of aLicensed ~~gain~~Products ofas ~~$1,700,000.~~well ~~The~~as ~~note~~the ~~receivable~~costs ~~from~~of ~~Cradlepoint~~developing ~~was~~new ~~originally~~products ~~issued~~at ~~in connection with~~ its ~~purchase~~discretion. ofBy the ~~assets~~second quarter of ~~our~~2014, ~~handheld~~we ~~connectivity~~anticipate ~~product~~no ~~line~~expenses ~~in February~~related ~~2007. Subsequent~~ to ~~December 31~~sales, ~~2010~~marketing, ~~the~~or ~~note,~~research ~~which~~and ~~had~~development, anwhile ~~uncollected~~general ~~balance~~and ofadministrative ~~$118,000~~expenses ~~was~~will ~~paid~~be inlimited ~~full.~~to ~~Since~~ the ~~note~~administration ~~was~~of ~~deemed collectible,~~ the ~~related~~License ~~valuation~~Agreement ~~allowance~~and ~~was~~the ~~reversed~~fixed ~~and~~annual ~~the~~fee ~~Company~~to ~~recognized~~SP ~~the remaining~~Corporate as ~~$118,000~~discussed ofin ~~gain~~Note ~~related~~15 to the ~~transaction~~financial statements.

~~Other-than-temporary~~Liquidity ~~impairment~~and ofCapital long-term investments. The 2012 loss of ($1,161,000) was due to the recognition of other-than-temporary impairment charges related to long term investment securities discussed in Note 6 to the consolidated financial statements. Resources

~~Income~~Cash ~~taxes~~and Cash Flow. ~~Based~~Our onavailable ~~historical~~cash ~~operating~~and ~~losses~~cash equivalents are held in bank deposits and ~~projections~~money ~~for~~market ~~future~~funds ~~taxable~~in ~~income,~~the itUnited isStates ~~more~~and ~~likely~~in ~~than not~~the United Kingdom. We actively monitor the third-party depository institutions that wehold ~~will~~our ~~not~~cash ~~fully~~and ~~realize~~cash ~~the~~equivalents. ~~benefits~~Our emphasis is primarily on safety of ~~the~~principal ~~net~~while ~~operating~~secondarily ~~loss~~maximizing ~~carryforwards~~yield on those funds. We ~~have~~diversify ~~not~~our cash and cash equivalents among counterparties to minimize exposure to any one of these entities. To date, ~~therefore~~we have experienced no material loss or lack of access to our invested cash or cash equivalents; however, ~~recorded~~we acan ~~tax~~provide ~~benefit~~no ~~from~~assurances that access to our ~~net~~invested ~~operating~~cash ~~loss~~and ~~carryforwards~~cash ~~for~~equivalents ~~the~~will ~~year~~not ~~ended~~be ~~December 31,~~impacted ~~2012,~~by ~~which~~adverse atconditions ~~December 31, 2012~~in ~~were~~the ~~$173.7~~financial ~~million~~markets ~~for~~or ~~federal~~liquidity ~~purposes.~~requirements to fund our operations.

AsAt ~~the~~any ~~result~~point ofin ~~the~~time ~~acquisitions~~we ofhave ~~Adapt~~funds ~~and~~in ~~Aerial7,~~our weoperating ~~recorded~~accounts ~~a $1,002,000~~that ~~tax~~are ~~benefit~~with ~~for~~third-party ~~the~~financial ~~year ended December 31, 2010~~institutions. ~~The~~These ~~tax~~balances ~~benefit~~in ~~relates~~the toU.S. amay ~~deferred~~exceed ~~tax~~the ~~liability~~Federal ~~resulting~~Deposit ~~from~~Insurance ~~acquired~~Corporation ~~intangible~~(“FDIC”) ~~assets~~insurance ~~that~~limits. ~~are~~While ~~not~~we ~~expected~~monitor tothe becash ~~deductible~~balances ~~for~~in ~~income tax purposes. As~~ our ~~deferred~~operating ~~tax assets,~~accounts ~~net~~and ofadjust ~~deferred~~the ~~tax~~cash ~~liabilities,~~balances ~~are~~as ~~fully valued at zero~~appropriate, ~~the~~these ~~impact~~cash ofbalances ~~recording~~could ~~this~~be ~~deferred~~impacted ~~tax~~if ~~liability~~the ~~resulted~~underlying infinancial ainstitutions ~~release~~fail ofor acould ~~portion~~be ofsubject ~~our~~to ~~deferred~~other ~~tax~~adverse ~~asset~~conditions ~~valuation~~in ~~allowance, and is recorded as income tax benefit for~~ the ~~year~~ ~~ended~~financial ~~December 31, 2010~~markets.

~~Operating~~A ~~Outlook~~primary use of cash has been to fund operating losses and working capital needs of our business. Some of our suppliers of batteries, protection and audio products have been unwilling to extend trade credit to us on the same terms and conditions as our power product suppliers have historically done. As a result, we have been required to pay for purchases of inventory of these products in advance of the related sale of these products, which has increased our use of cash to support the working capital required to effectively operate our business.

We ~~have~~currently ~~historically~~do ~~generated~~not ~~the~~maintain ~~majority of our revenue from the sale of chargers for laptops. However, consumers are increasingly using smartphones and tablets as their primary mobile electronic devices. As~~ a ~~result~~credit offacility ~~this~~with ~~shift, we have seen increased competition and~~ a ~~decline in demand for our power products from our traditional customer base~~bank. ~~For example~~However, ~~during 2012,~~ we ~~faced~~may ~~increased~~attempt competition from retail customers who began offering traditional power products under their own private-label brands, including RadioShack. Although we have expanded our offering of products beyond our traditional power products to ~~include~~access athis ~~variety~~source of ~~accessories~~financing, to ~~support~~ the ~~increased utilization~~extent ~~of smartphones and tablets~~available, ~~including~~at ~~audio,~~some ~~protection,~~point ~~and~~in ~~battery products,~~ the ~~revenue generated from the sales of these products has not yet offset the decline in revenue from historical sales of our traditional power products~~future.

InThe ~~order~~following totable ~~grow~~sets ~~our~~forth ~~business~~for ~~and enhance stockholder value, we believe it is necessary to continue to expand both our product portfolio and our customer base within~~ the ~~electronics~~period ~~accessory~~presented ~~space,~~certain ~~while~~consolidated ~~continuing~~cash toflow ~~reduce~~information ~~expenses~~(in associated with other product categories. We currently plan that the initiatives will consist of internal product development, sourcing products from third-parties, joint marketing ventures, product bundling, and licensing opportunities. We also have initiatives to expand our distribution beyond consumer retail with the intent to sell products into the enterprise, government and education channels. All of these initiatives are designed to leverage the inherent strengths of our business, most notably, our strong balance sheet, our compelling portfolio of intellectual property, and our established brand and relationships with major retailers. As we continue to execute on this vision, we believe we can improve our ability to drive higher levels of revenue and earnings, which will ultimately have a positive impact on value creation for our stockholders. thousands):

We continue to see increases in component costs from our primary Asian suppliers combined with pricing pressure from our customers, most notably from Wal-Mart. However, we expect the cost and price pressures will be partially offset by expected increased operating efficiency and increases in revenue. As a result, we expect gross margins to remain substantially the same in 2013 compared to 2012.

	Year Ended December 31,
	2013			2012

Net cash used in operating activities	$	(1,395	)	$	(4,247	)
Net cash provided by (used in) investing activities		(108	)		2,204
Foreign currency exchange impact on cash flow		128			(18	)
Increase (decrease) in cash and cash equivalents	$	(1,375	)	$	(2,061	)
Cash and cash equivalents at beginning of period	$	8,229		$	10,290
Cash and cash equivalents at end of period	$	6,854		$	8,229

32 35

~~Table~~● Net cash provided by (used in) operating activities. Cash was used in operating activities for the year ended December 31, 2013 to fund the working capital needs of ~~Contents~~our business, including inventory purchases. We expect to continue to use cash in operating activities in 2013 to fund our working capital needs. Our consolidated cash flow operating metrics are as follows:

Liquidity and Capital Resources

	Year Ended December 31,
	2013	2012

Days outstanding in ending accounts receivable (“DSOs”)	23	44
Inventory turns	4	3

~~Cash~~● ~~and~~The ~~Cash~~decrease ~~Flow. Our available cash and cash equivalents are held~~ in ~~bank~~DSOs ~~deposits and money market funds in the United States and in the United Kingdom. Our intent is that the cash balances in the United Kingdom, $91,000~~ at December 31, ~~2012,~~2013 ~~will~~compared ~~remain~~to ~~there~~December ~~for future growth and investments~~31, ~~and~~2012 wewas ~~will~~primarily ~~meet~~due ~~any~~to ~~liquidity~~the ~~requirements~~decrease in ~~the United States through ongoing cash flows~~revenue, ~~cash~~partially onoffset ~~hand,~~by ~~external financing, or both. We actively monitor~~ the ~~third-party~~decline ~~depository~~in ~~institutions~~accounts ~~that~~receivable. ~~hold~~The ~~our~~increase ~~cash~~in ~~and~~inventory ~~cash~~turnover ~~equivalents.~~was ~~Our emphasis is~~ primarily ondue ~~safety of principal while secondarily maximizing yield on those funds. We diversify our cash and cash equivalents among counterparties~~ to ~~minimize~~the ~~exposure~~reduction toin ~~any~~average ~~one of these entities. To date~~inventory, wepartially ~~have~~offset experienced no material loss or lack of access to our invested cash or cash equivalents; however, we can provide no assurances that access to our invested cash and cash equivalents will not be impacted by ~~adverse~~the ~~conditions~~decrease in ~~the~~cost ~~financial~~of ~~markets or liquidity requirements to fund our operations~~revenue.

At● ~~any~~Net ~~point~~cash inprovided ~~time~~by we(used ~~have~~in) ~~funds~~investing inactivities. ~~our~~For ~~operating~~the ~~accounts~~year ~~that~~ended ~~are~~December ~~with~~31, ~~third-party~~2013, ~~financial~~net ~~institutions.~~cash ~~These~~was ~~balances~~used in ~~the~~investing ~~U.S. may~~activities ~~exceed~~primarily ~~the~~as ~~Federal~~a ~~Deposit~~result ~~Insurance~~of ~~Corporation~~the ~~(“FDIC”)~~purchase ~~insurance~~of ~~limits~~intangible assets. ~~While~~For ~~we monitor~~ the ~~cash~~year ~~balances~~ended inDecember ~~our~~31, ~~operating~~2012, ~~accounts~~net ~~and adjust the~~ cash ~~balances~~was asgenerated ~~appropriate,~~by ~~these~~investing ~~cash~~activities ~~balances~~primarily ~~could~~as bea ~~impacted~~result ifof the ~~underlying~~ ~~financial~~sale ~~institutions~~of ~~fail~~short-term orinvestments ~~could~~(net beof ~~subject~~purchases), topartially ~~other~~offset ~~adverse~~by ~~conditions~~our inpurchase ~~the~~of ~~financial~~property ~~markets.~~and equipment.

AInvestments. ~~primary use~~At ofDecember ~~cash has been to fund operating losses and working capital needs of our business~~31, ~~which we expect to continue in~~ 2013~~. Some of our new suppliers of batteries~~, ~~protection and audio products have been unwilling to extend trade credit to us on the same terms and conditions as~~ our ~~power~~investments ~~product suppliers have historically done. As a result, we are required to pay for purchases of inventory of these products~~ in ~~advance~~marketable ofsecurities ~~the~~included ~~related~~one ~~sale~~issuance of ~~these~~corporate ~~products~~common stock, ~~which~~one ~~has~~corporate ~~increased our use of cash to support the working capital required to effectively operate our business. Historically~~debenture, ~~our~~and ~~primary~~one ~~sources~~municipal ofmutual ~~liquidity~~fund ~~have~~with ~~been~~an ~~funds~~aggregate ~~provided~~fair byvalue ~~the sale~~ of ~~intellectual~~approximately ~~property assets~~$2.1 ~~We cannot assure you that this source will be available to us in the future~~million.

WeIn ~~currently~~June do2011, ~~not~~we ~~maintain~~made an investment in Pure Energy, in which we received 2,142,858 shares of Pure Energy Visions common stock at a ~~credit~~price ~~facility~~per ~~with~~share equal to $0.286, and an interest-free convertible secured debenture having a ~~bank~~one-year repayment term that converts into an additional 2,142,858 shares of Pure Energy Visions common stock in lieu of repayment either upon the achievement of certain business goals or earlier at our discretion. ~~However~~We concluded, wehowever, ~~may~~that ~~attempt~~unrealized tolosses ~~access this~~on ~~source~~our long-term investments were other-than-temporary and, therefore, recorded impairment charges of ~~financing~~$60,000 during the year ended December 31, 2013 and $1.2 million during the year ended December 31, 2012 to reflect the ~~extent~~amortized ~~available~~cost of the securities at fair value of zero and $60,000 at ~~some~~December ~~point~~31, in2013 ~~the~~and ~~future.~~December 31, 2012, respectively.

~~The~~We ~~following~~believe ~~table~~we ~~sets~~have ~~forth~~the ability to hold all marketable debt securities to maturity. However, we may dispose of debt securities prior to their scheduled maturity due to changes in interest rates, prepayments, tax and credit considerations, liquidity or regulatory capital requirements, or other similar factors. As a result, we classify all marketable securities as available-for-sale. These securities are reported at fair value based on third-party broker statements, which represents level 2 in the ~~period presented~~fair ~~certain~~value ~~consolidated~~hierarchy ~~cash~~set ~~flow~~forth ~~information~~by the Financial Accounting Standards Board (“FASB”) in ~~thousands):~~Accounting Standards Codification 820—Fair Value Measurements and Disclosures. Our investment in Pure Energy is reported at fair value based on a quoted market price, which represents level 1 in the FASB’s fair value hierarchy. Accordingly, unrealized gains and losses related to these investments are reported in equity as a separate component of accumulated other comprehensive income (loss).

	Year Ended December 31,
	2012			2011			2010
Net cash used in operating activities	$	4,247		$	(6,673	)	$	(3,582	)
Net cash provided by (used in) investing activities		2,204			7,331			(6,214	)
Net cash provided by financing activities		—			—			—
Foreign currency exchange impact on cash flow		(18	)		(310	)		(37	)
Increase (decrease) in cash and cash equivalents	$	(2,061	)	$	348		$	(9,833	)
Cash and cash equivalents at beginning of period	$	10,290		$	9,942		$	19,775
Cash and cash equivalents at end of period	$	8,229		$	10,290		$	9,942

Contractual Obligations. In our day-to-day business activities, we incur certain commitments to make future payments under contracts such as operating leases and purchase orders. Maturities under these contracts are set forth in the following table as of December 31, 2013 (dollars in thousands):

• Net cash provided by (used in) operating activities. Cash was used in operating activities for the year ended December 31, 2012 to fund the working capital needs of our business, including inventory purchases. We expect to continue to use cash in operating activities in 2013 to fund our working capital needs. Our consolidated cash flow operating metrics are as follows:

	Payment due by Period
	2014		2015		2016		2017		2018		More than 5 years
Operating lease obligations	$	83
Inventory purchase obligations	$	709	$	-	$	-	$	-	$	-	$	-
Totals	$	792	$	-	$	-	$	-	$	-	$	-

33 36

~~Table~~Off-Balance ofSheet ~~Contents~~Arrangements. We have no off-balance sheet financing arrangements.

Acquisitions and dispositions. In 2010 we acquired Adapt and Aerial7 to complement our product offerings and expand our revenue base. The magnitude, timing and nature of any future acquisitions will depend on a number of factors, including the availability of suitable acquisition candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. Financing of future acquisitions would result in the utilization of cash, incurrence of additional debt, issuance of additional equity securities or a combination of all of these. Our future strategy may also include the possible disposition of assets that are not considered integral to our business which would likely result in the generation of cash.

•Net ~~The~~Operating ~~decrease~~Loss inCarryforwards. ~~DSOs~~As atof December 31, ~~2012~~2013, ~~compared~~we tohad ~~December~~approximately ~~31,~~$184.0 ~~2011~~million ~~was~~of ~~primarily~~federal ~~due~~net tooperating ~~decrease~~loss incarryforwards ~~sales~~which toexpire ~~RadioShack,~~at ~~which~~various ~~generally~~dates. ~~requires~~We ~~longer~~anticipate ~~payment~~that ~~terms.~~the Wesale ~~expect~~of ~~DSOs~~common stock in ~~2013~~our ~~will~~initial ~~remain~~public ~~consistent~~offering ~~with~~and ~~2012.~~in ~~The~~subsequent ~~inventory~~private ~~turnover~~offerings, atas ~~December~~well ~~31,~~as ~~2012~~the ~~was~~issuance ~~unchanged~~of ~~compared~~our tocommon ~~December~~stock 31for acquisitions, ~~2011as~~coupled with prior sales of common stock could cause an annual limitation on the ~~overall~~use ~~decline~~of inour ~~revenue~~net ~~was~~operating ~~offset~~loss bycarryforwards apursuant ~~reduction~~to the change in ~~average~~ownership ~~inventory~~provisions of Section 382 of the Internal Revenue Code of 1986, as amended. WeThis ~~expect~~limitation is expected to ~~manage~~have ~~inventory~~a ~~growth~~material ~~during~~effect ~~2013~~on the timing of and weour ~~anticipate~~ability ~~inventory~~to ~~turns~~use ~~for~~the ~~2013~~net operating loss carryforwards in the future. Additionally, our ability to ~~remain~~use ~~consistent~~the ~~with~~net ~~2012~~operating ~~inventory~~loss ~~turns~~carry-forwards is dependent upon our level of future profitability, which cannot be determined.

•Liquidity ~~The~~Outlook. ~~decrease~~Based inon ~~DSOs~~our atprojections, ~~December~~we ~~31,~~believe ~~2011~~that ~~compared~~our toexisting ~~December~~cash, 31cash equivalents, ~~2010~~and ~~was~~short-term ~~primarily~~investments ~~due~~will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months and, upon implementation of the License Agreement, our working capital requirements will decrease insignificantly. ~~sales~~If we require additional capital resources to ~~RadioShack~~grow our business internally or to acquire complementary technologies and businesses at any time in the future, ~~which~~we ~~generally~~may ~~requires~~seek ~~longer~~to ~~payment~~obtain ~~terms~~debt financing or sell additional equity securities. The ~~decrease~~sale inof ~~inventory~~additional ~~turns~~equity ~~also~~securities ~~was~~would ~~primarily~~result ~~due~~in more dilution to ~~the~~our ~~decline~~stockholders. inIn ~~revenue~~addition, ~~from~~additional ~~sales~~capital resources may not be available to ~~RadioShack,~~us ~~for~~in ~~whom~~amounts weor ~~hold~~on noterms ~~inventory~~that are acceptable to us.

•Recent ~~Net~~Accounting cash provided by (used in) investing activities. For the year ended December 31, 2012, net cash was generated by investing activities primarily as a result of the sale of short-term investments (net of purchases), partially offset by our purchase of property and equipment. For the year ended December 31, 2011, net cash was generated by investing activities primarily as a result of the sale of short-term investments (net of purchases), partially offset by our investments in Pure Energy Visions Corporation (“Pure Energy Visions”), which is a stockholder of Pure Energy.Pronouncements

•See ~~Net~~Note ~~cash~~2(t) ~~from financing activities. We had no financing activities in 2012, 2011 or 2010. We expect cash and investments on hand~~ to beour ~~sufficient~~consolidated tofinancial ~~support~~statements ~~ongoing~~for ~~operations~~a ~~and,~~summary ~~therefore,~~of dorecently ~~not~~issued ~~expect~~accounting ~~to need additional financing~~pronouncements. ~~In the future, we may use cash to repurchase outstanding shares of our common stock.~~

~~Investments~~Item 7A. AtQuantitative ~~December 31, 2012, our investments in marketable securities included one issuance of corporate common stock, one corporate debenture,~~ and ~~one~~Qualitative ~~municipal~~Disclosures ~~mutual~~About ~~fund~~Market ~~with an aggregate fair value of approximately $2.2 million.~~ Risk

~~In June~~The ~~2011,~~Company weis ~~made an investment in Pure Energy, in which we received 2,142,858 shares of Pure Energy Visions common stock at~~ a ~~price~~smaller ~~per~~reporting ~~share~~company ~~equal~~under toRule ~~$0.286, and an interest~~12b-~~free convertible secured debenture having a one-year repayment term that converts into an additional~~ 2~~,142,858~~ ~~shares~~ of ~~Pure Energy Visions common stock in lieu of repayment either upon~~ the ~~achievement~~Exchange ofAct ~~certain business goals or earlier at our discretion. We concluded, however, that unrealized losses on our long-term investments were other-than-temporary~~ and, therefore, ~~recorded~~is ~~impairment~~not ~~charges~~required ~~of $1.2 million during the year ended December 31, 2012~~ to ~~reflect~~provide the ~~amortized~~information ~~cost~~set offorth ~~the~~by ~~securities~~Item at305(e) ~~fair value~~ of ~~$0.1~~Regulation ~~million at December 31, 2012~~S-K.

We believe we have the ability to hold all marketable debt securities to maturity. However, we may dispose of debt securities prior to their scheduled maturity due to changes in interest rates, prepayments, tax and credit considerations, liquidity or regulatory capital requirements, or other similar factors. As a result, we classify all marketable securities as available-for-sale. These securities are reported at fair value based on third-party broker statements, which represents level 2 in the fair value hierarchy set forth by the Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification 820—Fair Value Measurements and Disclosures. Our investment in Pure Energy is reported at fair value based on a quoted market price, which represents level 1 in the FASB’s fair value hierarchy. Accordingly, unrealized gains and losses related to these investments are reported in equity as a separate component of accumulated other comprehensive income (loss). 37

34Item 8. Financial Statements and Supplementary Data

~~Table~~IGO, ofINC. ~~Contents~~AND SUBSIDIARIES

~~Contractual~~INDEX ~~Obligations.~~TO InCONSOLIDATED ~~our~~FINANCIAL day-to-day business activities, we incur certain commitments to make future payments under contracts such as operating leases and purchase orders. Maturities under these contracts are set forth in the following table as of December 31, 2012 (dollars in thousands): STATEMENTS

		Payment due by Period
	Page
		2013		2014		2015		2016		2017		More than 5years
Reports of Independent Registered Public Accounting Firms	39
Operating lease obligations		$	463	$	83
Consolidated Balance Sheets as of December 31, 2013 and 2012	40
Inventory purchase obligations		$	1,701			$	—	$	—	$	—	$	—
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013 and 2012	41
Totals		$	2,164	$	83	$	—	$	—	$	—	$	—
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, and 2012	42
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012	43
Notes to Consolidated Financial Statements	44

~~Off-Balance Sheet Arrangements. We have no off-balance sheet financing arrangements.~~ 38

~~Acquisitions~~Report ~~and dispositions. In 2010 we acquired Adapt and Aerial7 to complement our product offerings and expand our revenue base. The magnitude, timing and nature~~ of ~~any~~Independent ~~future~~Registered ~~acquisitions~~Public ~~will~~Accounting depend on a number of factors, including the availability of suitable acquisition candidates, the negotiation of acceptable terms, our financial capabilities and general economic and business conditions. Financing of future acquisitions would result in the utilization of cash, incurrence of additional debt, issuance of additional equity securities or a combination of all of these. Our future strategy may also include the possible disposition of assets that are not considered integral to our business which would likely result in the generation of cash. Firm

~~Net~~The ~~Operating~~Board ~~Loss Carryforwards. As~~ of ~~December 31,~~Directors ~~2012, we had approximately $173.7 million of federal net operating loss carryforwards which expire at various dates. We anticipate that the sale of common stock in our initial public offering~~ and in subsequent private offerings, as well as the issuance of our common stock for acquisitions, coupled with prior sales of common stock could cause an annual limitation on the use of our net operating loss carryforwards pursuant to the change in ownership provisions of Section 382 of the Internal Revenue Code of 1986, as amended. This limitation is expected to have a material effect on the timing of and our ability to use the net operating loss carryforwards in the future. Additionally, our ability to use the net operating loss carry-forwards is dependent upon our level of future profitability, which cannot be determined. Stockholders

~~Liquidity Outlook. Based on our projections~~iGo, ~~we believe that our existing cash, cash equivalents, and short-term investments will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months~~Inc. If we require additional capital resources to grow our business internally or to acquire complementary technologies and businesses at any time in the future, we may seek to obtain debt financing or sell additional equity securities. The sale of additional equity securities would result in more dilution to our stockholders. In addition, additional capital resources may not be available to us in amounts or on terms that are acceptable to us. :

~~Recent~~We ~~Accounting~~have ~~Pronouncements~~audited the accompanying consolidated balance sheets of iGo, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012 and the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~See~~We ~~Note~~conducted 2our audit in accordance with the standards of the Public Company Accounting Oversight Board (tUnited States). Those standards require that we plan and perform the audit to ~~our~~obtain ~~consolidated~~reasonable assurance about whether the financial statements ~~for~~are free of material misstatement. The 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 ~~summary~~basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of ~~recently~~expressing ~~issued~~an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting ~~pronouncements~~principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Item 7A~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iGo, Inc. ~~Quantitative~~and subsidiaries as of December 31, 2013 and ~~Qualitative~~2012, ~~Disclosures~~and ~~About~~the ~~Market~~results ~~Risk~~of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We(signed) ~~are~~Moss ~~exposed~~Adams to certain market risks in the ordinary course of our business. These risks result primarily from changes in foreign currency exchange rates and interest rates. In addition, our international operations are subject to risks related to differing economic conditions, changes in political climate, differing tax structures and other regulations and restrictions. LLP

ToPhoenix, ~~date~~ArizonaMarch we have not utilized derivative financial instruments or derivative commodity instruments. We do not expect to employ these or other strategies to hedge market risk in the foreseeable future. We invest our cash in money market funds and short-term investments20, ~~which are subject to minimal credit and market risk. We believe that the market risks associated with these financial instruments are immaterial.~~ 2014

See “Liquidity and Capital Resources” for further discussion of our capital structure. Market risk, calculated as the potential change in fair value of our cash equivalents and short-term investments resulting from a hypothetical 1.0% (100 basis point) change in interest rates, was not material at December 31, 2012. 39

35IGO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	6,854		$	8,229
Short-term investments		2,142			2,129
Accounts receivable, net		1,065			4,131
Inventories		1,407			8,376
Prepaid expenses and other current assets		201			336
Total current assets		11,669			23,201

Property and equipment, net		133			445
Intangible assets, net		149			1,001
Long-term investments		-			60
Other assets		152			158
Total assets	$	12,103		$	24,865

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable (Includes $333 related party payable at December 31, 2013. See footnote 15)	$	2,139		$	2,698
Accrued expenses and other current liabilities		562			796
Deferred revenue		-			307
Total liabilities		2,701			3,801

Stockholders' Equity:
Common stock, $ .01 par value; authorized 90,000,000 shares; 2,944,707 and 2,896,925 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively		29			29
Additional paid-in capital		175,939			175,177
Accumulated deficit		(166,500	)		(153,934	)
Accumulated other comprehensive loss		(66	)		(208	)
Total equity		9,402			21,064
Total liabilities and stockholders' equity	$	12,103		$	24,865

~~Item 8.~~See ~~Financial~~accompanying ~~Statements~~notes ~~and~~to ~~Supplementary Data~~consolidated financial statements.

~~IGO, INC. AND SUBSIDIARIES~~ 40

~~INDEX~~IGO, TOINC. ~~CONSOLIDATED~~AND ~~FINANCIAL~~SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands, except per share amounts)

	Page
	Year Ended December 31,
Reports of Independent Registered Public Accounting Firms		37
	2013			2012
Consolidated Balance Sheets as of December 31, 2012 and 2011		39
Revenue	$	16,928		$	29,876
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010		40
Cost of revenue		17,440			24,593
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010		41
Gross profit (loss)		(512	)		5,283
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010		42
Operating expenses:
Notes to Consolidated Financial Statements		43
Sales and marketing		2,818			5,233
Research and development		1,172			2,218
General and administrative		7,641			7,046
Asset impairment		456			1,443
Total operating expenses		12,087			15,940
Loss from operations		(12,599	)		(10,657	)
Other income (expense), net:
Interest income, net		5			12
Other-than-temporary impairment of long-term investments		(60	)		(1,161	)
Gain on disposal of assets and other income (expense), net		88			(218	)
Net loss		(12,566	)		(12,024	)
Net loss attributable to iGo, Inc. per share:
Basic	$	(4.30	)	$	(4.22	)
Diluted	$	(4.30	)	$	(4.22	)
Weighted average common shares outstanding:
Basic		2,921			2,852
Diluted		2,921			2,852
Other comprehensive income (loss):
Reclassification adjustment for losses included in net income		-			1,166
Unrealized gain (loss) on available for sale of investments		13			(343	)
Foreign currency translation adjustments		129			(18	)
Total comprehensive loss	$	(12,424	)	$	(11,219	)

36See accompanying notes to consolidated financial statements.

~~Table of Contents~~41

~~Report~~IGO, ofINC. ~~Independent~~AND ~~Registered~~SUBSIDIARIES ~~Public~~CONSOLIDATED ~~Accounting~~STATEMENTS ~~Firm~~ OF STOCKHOLDERS' EQUITY (In thousands, except share amounts)

The Board of Directors and Stockholders

	Common Stock										Accumulated Other
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Comprehensive Income (Loss)			Net Stockholders' Equity

Balances at December 31, 2011		2,811,801	$	28	$	173,762		$	(141,910	)	$	(1,013	)	$	30,867
Issuance of stock awards		85,124		1		(183	)		-			-			(182	)
Amortization of deferred compensation		-		-		1,598			-			-			1,598
Other comprehensive income		-		-		-			-			805			805
Net loss		-		-		-			(12,024	)		-			(12,024	)
Balances at December 31, 2012		2,896,925	$	29	$	175,177		$	(153,934	)	$	(208	)	$	21,064
Issuance of stock awards		47,782		-		(327	)		-			-			(327	)
Amortization of deferred compensation		-		-		1,089			-			-			1,089
Other comprehensive income		-		-		-			-			142			142
Net loss		-		-		-			(12,566	)		-			(12,566	)
Balances at December 31, 2013		2,944,707	$	29	$	175,939		$	(166,500	)	$	(66	)	$	9,402

~~iGo,~~See ~~Inc.:~~accompanying notes to consolidated financial statements.

We have audited the accompanying consolidated balance sheet of iGo, Inc. and subsidiaries (the Company) as of December 31, 2012 and the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 42

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

InCONSOLIDATED ~~our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of iGo, Inc. and subsidiaries as of December~~STATEMENTS ~~31,~~OF ~~2012,~~CASH ~~and the~~FLOWS ~~results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.~~

(signed) Moss Adams LLP

	Year Ended December 31,
	2013			2012

Cash flows from operating activities:
Net loss	$	(12,566	)	$	(12,024	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts and sales returns and credits		894			1,367
Depreciation and amortization		793			1,674
Amortization of deferred compensation		758			1,598
Other-than-temporary impairment charges		60			1,166
Loss on disposal of assets		24			-
Impairment of goodwill		-			285
Impairment of intangible assets		456			1,158
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		2,172			316
Inventories		6,968			2,801
Prepaid expenses and other assets		142			204
Accounts payable		(559	)		(1,452	)
Accrued expenses and other current liabilities		(537	)		(1,340	)
Net cash used in operating activities		(1,395	)		(4,247	)

Cash flows from investing activities:
Purchase of property and equipment		-			(279	)
Purchase of intangibles		(108	)		(296	)
Sale of short-term investments		-			2,779
Net cash provided by (used in) investing activities		(108	)		2,204

Effects of exchange rate changes on cash and cash equivalents		128			(18	)
Net decrease in cash and cash equivalents		(1,375	)		(2,061	)
Cash and cash equivalents, beginning of period		8,229			10,290
Cash and cash equivalents, end of period	$	6,854		$	8,229

Supplemental disclosure of cash flow information:

Issuance of restricted stock units for deferred compensation to employees and board members during 2012	$	-		$	114

~~Phoenix,~~See ~~Arizona~~accompanying notes to consolidated financial statements.

~~April 1, 2013~~ 43

37IGO, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS

~~Report~~(1) Nature of ~~Independent Registered Public Accounting Firm~~ Business

~~The~~iGo, ~~Board~~Inc. ofand ~~Directors~~subsidiaries ~~and~~(collectively, ~~Stockholders~~"iGo" or the "Company") was formed on May 4, 1995. iGo was originally formed as a limited liability corporation; however, in August 1996 the Company became a corporation incorporated in the State of Delaware.

iGo designs, ~~Inc~~ develops, manufactures and distributes power products for mobile electronic devices, such as chargers for mobile electronic devices and surge protectors that incorporate the Company’s iGo Green technology; protection products for mobile electronic devices, such as skins, cases and screen protectors; audio products for mobile electronic devices such as ear-buds, headphones and speakers; and other mobile electronic accessory products.: iGo distributes products in North America, Europe and Asia Pacific.

WeEffective ~~have~~January ~~audited~~28, ~~the accompanying consolidated balance sheet of iGo~~2013, ~~Inc. and subsidiaries (~~the Company) asamended ofits ~~December 31, 2011,~~Certificate ~~and~~of ~~the~~Incorporation ~~related~~to ~~consolidated~~effect ~~statements~~a ofreverse ~~comprehensive~~stock ~~income~~split ~~(loss),~~of ~~stockholders’~~common ~~equity,~~stock ~~and~~at ~~cash~~a ~~flows~~ratio ~~for each~~ of ~~the years in the two~~1-~~year~~for-12. ~~period ended December 31~~Accordingly, ~~2011.~~common ~~These~~stock ~~consolidated~~and ~~financial~~per ~~statements~~share ~~are~~information ~~the responsibility~~have ofbeen ~~the~~retroactively ~~Company’s~~restated ~~management.~~in ~~Our responsibility is to express an opinion on~~ these ~~consolidated~~ financial statements ~~based~~to onreflect ~~our~~the ~~audits.~~reverse-stock split.

WeOn ~~conducted~~December ~~our~~23, ~~audits~~2013, ~~in accordance with~~ the ~~standards of the Public~~ Company ~~Accounting~~and ~~Oversight~~Licensee ~~Board~~entered ~~(United~~into ~~States).~~the ~~Those~~License ~~standards~~Agreement, ~~require~~pursuant ~~that~~to wewhich ~~plan~~Licensee ~~and~~will ~~perform~~manage the ~~audit~~manufacture, tosales ~~obtain~~and ~~reasonable assurance~~distribution ~~about~~of ~~whether~~ the ~~financial~~Company’s ~~statements~~iGO® ~~are~~branded ~~free~~line of ~~material~~power ~~misstatement.~~supply ~~An audit includes examining, on a test basis, evidence supporting the amounts~~ and ~~disclosures~~other infuture ~~the~~products ~~financial~~that ~~statements.~~may Anbe ~~audit~~developed ~~also~~by ~~includes assessing~~ the ~~accounting~~ ~~principles~~Company ~~used~~ and ~~significant~~Licensee ~~estimates made by management, as well as evaluating~~ (the ~~overall~~“ ~~financial~~Licensed ~~statement presentation~~Products”). ~~We believe that our audits provide a reasonable basis for our opinion.~~

In(2) ~~our~~Summary ~~opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position~~ of ~~iGo,~~Significant ~~Inc.~~Accounting and subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Policies

As(a) ~~discussed~~Use ~~in Note 3 to the consolidated financial statements, as~~ of ~~January 1, 2010, the Company adopted the provisions of ASU 2009-17, which changed the accounting and reporting for variable interest entities.~~ Estimates

~~(signed)~~The ~~KPMG~~preparation ~~LLP~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debt expense, sales returns and price protection, inventories, warranty obligations, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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.

~~Phoenix~~The Company believes its critical accounting policies, ~~Arizona~~consisting of revenue recognition, inventory valuation, deferred tax asset valuation, and goodwill and long-lived asset valuation affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. These policies are discussed below.

~~March 27,~~(b) ~~2012,~~Principles ~~except for the effect~~ of ~~the reverse stock split disclosed in Note 1, as to which the date is April 1, 2013~~ Consolidation

38The consolidated financial statements include the accounts of iGo, Inc. and its wholly-owned subsidiaries, Mobility California, Inc., Mobility Idaho, Inc., iGo EMEA Limited, Mobility Texas, Inc., iGo Direct Corporation, Adapt Mobile Limited (“Adapt”), and Aerial7 Industries, Inc. (“Aerial7”). All significant intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements. Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

~~Table~~(c) ofRevenue ~~Contents~~Recognition

~~IGO~~The Company recognizes net revenue when the earnings process is complete, ~~INC~~as evidenced by an agreement with the customer, transfer of title and acceptance, if applicable, as well as fixed pricing and probable collectability. ~~AND~~Revenue ~~SUBSIDIARIES~~from product sales is recognized upon shipment and transfer of ownership from the Company or contract manufacturer to the customer, unless the customer has full right of return, in which case revenue is deferred until either the product has sold through to the end user or a reasonable estimate of returns can be made. Allowances for sales returns and credits are provided for in the same period the related sales are recorded. Should the actual return or sales credit rates differ from the Company's estimates, revisions to the estimated allowance for sales returns and credits may be required.

~~CONSOLIDATED BALANCE SHEETS~~ 44

~~(In~~Shipping ~~thousands,~~and ~~except~~handling ~~share~~costs ~~amounts)~~are included in cost of revenues. We do not bill customers for freight.

	December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	8,229		$	10,290
Short-term investments		2,129			4,890
Accounts receivable, net		4,131			5,813
Inventories		8,376			11,177
Prepaid expenses and other current assets		336			540
Total current assets		23,201			32,710
Property and equipment, net		445			587
Goodwill		—			285
Intangible assets, net		1,001			3,116
Long-term investments		60			420
Other assets		158			160
Total assets	$	24,865		$	37,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	2,698		$	4,150
Accrued expenses and other current liabilities		796			956
Deferred revenue		307			1,305
Total liabilities		3,801			6,411
Stockholders’ Equity:
Common stock, $ .01 par value; authorized 90,000,000 shares; 2,896,925 and 2,811,801 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively		29			28
Additional paid-in capital		175,177			173,762
Accumulated deficit		(153,934	)		(141,910	)
Accumulated other comprehensive loss		(208	)		(1,013	)
Total equity		21,064			30,867
Total liabilities and stockholders’ equity	$	24,865		$	37,278

(d) Advertising costs

~~See~~ The ~~accompanying~~Company ~~notes~~expenses toadvertising ~~consolidated~~costs ~~financial~~as ~~statements~~incurred. Advertising costs for the years ended December 31, 2013 and 2012 were $28,431 and $123,016 respectively.

39(e) Cash and Cash Equivalents

~~Table~~All short-term investments purchased with an original maturity of ~~Contents~~three months or less are considered to be cash equivalents. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions.

~~IGO,~~(f) ~~INC.~~Investments ~~AND SUBSIDIARIES~~

~~CONSOLIDATED~~Short-term ~~STATEMENTS~~investments OFthat ~~COMPREHENSIVE~~have ~~INCOME~~an ~~(LOSS)~~original maturity between three months and one year and a remaining maturity of less than one year are classified as available-for-sale. Available-for-sale securities are recorded at fair value and are classified as current assets due to the Company’s intent and practice to hold these readily marketable investments for less than one year. Any unrealized holding gains and losses related to available-for-sale securities are recorded, net of tax, as a separate component of accumulated other comprehensive loss. When a decline in fair value is determined to be other than temporary, unrealized losses on available-for-sale securities are charged against net earnings. Realized gains and losses are accounted for on the specific identification method.

(~~In thousands, except per share amounts~~g) Accounts Receivable

	Year Ended December 31,
	2012			2011			2010
Revenue	$	29,876		$	38,372		$	43,357
Cost of revenue		24,593			29,903			28,947
Gross profit		5,283			8,469			14,410
Operating expenses:
Sales and marketing		5,233			7,695			7,805
Research and development		2,218			2,358			1,525
General and administrative		7,046			7,753			7,594
Asset impairment		1,443			2,260			—
Total operating expenses		15,940			20,066			16,924
Loss from operations		(10,657	)		(11,597	)		(2,514	)
Other income, net:
Interest income, net		12			62			171
Other-than-temporary impairment of long-term investments		(1,161	)		—			—
Gain on disposal of assets and other income (expense), net		(218	)		6			2,176
Loss before income tax		(12,024	)		(11,529	)		(167	)
Income tax benefit		—			—			(1,002	)
Net Income (loss)	$	(12,024	)	$	(11,529	)

Year Ended December 31,

Days outstanding in ending accounts receivable (“DSOs”)

Inventory turns