U.S. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 10-K
 
x(Mark One)Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
  
x
For the fiscal year ended July 31, 2009ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the Fiscal Year Ended July 31, 2010
or
oTransition Report Under SectionTRANSITION REPORT PURSUANT TO SECTION 13 OrOR 15(d) Of The Securities Exchange Act OfOF THE SECURITIES EXCHANGE ACT OF 1934
  
For the transition period from                                      to                                     
 
COMMISSION FILE NUMBER:Commission file number 000-33391
 
EV INNOVATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

NEVADANevada
(State or Other Jurisdiction
of Incorporation or Organization)
 
88-0490890
(I.R.S. Employer
Identification No.)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)Identification No.)

4894 Lone Mountain #168, Las Vegas, NVNevada
(Address of Principal Executive Offices)
 
89130
(Zip Code)
(Address of principal executive offices) (Zip Code)

(702) 425-7376
Issuer's telephone number
(Issuer’s Telephone Number, Including Area Code)
 
Securities registered under Section 12(b) of the Exchange Act: NONE

None
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR VALUE $0.001 PER SHARE

Common Stock, Par value $0.01 per share 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ox Nox
 
Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d)Of the Act. o¨ Yes     x No

Indicate by check mark whether the registrantissuer:  (1) has  filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 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.  x Yes     o¨ No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):
Large accelerated fileroAccelerated filero
Non-accelerated filer oSmaller reporting company x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of January 31, 2010 was $9,047,301, based on the last business day ofaverage bid and asked prices on the registrant’s most recently completed second fiscal quarter was $1,930,750.OTC Bulletin Board on that date.
 
Number ofOn October 27, 2010, there were 30,047,301 shares of Common Stock outstanding as of November 2, 2009: 21,284,101.common stock outstanding.
 
 
 
 
Table of Contents
Item 1. Business3
Item 1A.  Risk Factors7
Item 1B. Unresolved Staff Comments8
Item 2. Properties8
Item 3. Legal Proceedings8
Item 4. [Removed and Reserved]9
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities9
Item 6. Selected Financial Data11
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk15
Item 8. Financial Statements and Supplementary Data15
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure36
Item 9A (T). Controls and Procedures36
Item 9B. Other Information37
Item 10. Directors, Executive Officers and Corporate Governance37
��
Item 11. Executive Compensation11
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters39
Item 13. Certain Relationships and Related Transactions, and Director Independence40
Item 14.  Principal Accountant Fees and Services41
Item 15. Exhibits and Financial Statement Schedules42
2

PART I

NOTE REGARDING FORWARD LOOKING STATEMENTS
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report contains historical information as well as forward-looking statements. Statements looking forward in time are included in this Annual Report pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to be materially different from any future performance suggested herein. We wish to caution readers that in addition to the important factors described elsewhere in this Form 10-K, the following forward looking statements, among others, sometimes have affected, and in the future could affect, our actual results and could cause our actual consolidated results during 2009,2010, and beyond, to differ materially from those expressed in any forward-looking statements made by or on our behalf.
 
Item 1. Business.Business
 
Our Business

BackgroundCompany History
 
EV Innovations, Inc. ("we", “us"Li-ion Motors Corp. (“we, “us”, the "Company"“Company” or "EV Innovations"“Li-ion”) was incorporated under the laws of the State of Nevada in April 2000. We are engaged inSince our incorporation, we have evaluated various business opportunities; however, after evaluation of several different lines of business, we determined to focus our efforts on the development and marketing of electric powered vehicles and products.

We changed our name from Whistler Investments, Inc. to Hybrid Technologies, Inc. on March 9, 2005 to reflect our corporate focus on electric products. Effectiveproducts, on January 22, 2009, we changed our name to EV Innovations, Inc. in order to clarify that our vehicles are fully electric, not hybrids. SinceEffective February 1, 2010, we changed our incorporation, we evaluated various business opportunities including a mineral property in British Columbia; the Azra Shopping Center in Las Vegas, which we acquiredname to Li-ion Motors Corp, to distinguish that our motors run on April 10, 2002, and disposed of on January 1, 2003; a Vancouver based coffee franchise; oil and gas properties in California; and a medical software product company. We did not pursue several of these opportunities, and none of these business opportunities produced meaningful revenue. Following the sale of the Azra shopping center and our determination not to pursue acquisition of a medical software company, we began to focus our efforts on the development and marketing of electric powered vehicles and products.lithium ion batteries.

Recent Developments

EffectiveIn 2008 Progressive Casualty Insurance Company announced a $10,000,000 automotive X Prize for innovative, production–capable cars that have an equivalent of 100 miles per gallon (mpg) using eco-friendly means of propulsion. Li-ion entered and won in the side-by-side alternative fuel class.    Li-ion staff developed and designed the Wave II car for the competition, using our lithium-ion battery packs. The competition opened in January 2010, with the Detroit Auto Show, where 111 teams registered. Qualifying and shakedown stages were held in April, 15, 2008,May and June at the Michigan Speedway. Technical inspections were performed to ensure vehicles were safe and conformed to specifications that were submitted at the time of entry.  Vehicles were required to achieve 100 miles per gallon equivalent (MPGe) with less than 200g/mile CO2 emissions to continue to the finals. Team Li-ion had 182.3 MPGe with 0.74 energy consumed and greenhouse emissions of 125. The event moved on to the on-road range, which requires the car to drive 100 miles without recharging. Li-ion’s Wave II finished first with a .17 edge over the second place vehicle. Dynamic safety dealt with acceleration, braking and accident avoidance.  Final validation was conducted at Argonne labs in Chicago to verify track results.   The announcement of the winners took place in Washington, D.C. on September 16, 2010. On October 27, 2010, we entered into two material agreements with respectwere paid the $2,500,000 X Prize for our class in the competition. We look forward to marketing our subsidiary Zingo, Inc., the name of which was subsequently changed to Superlattice Power, Inc. (“Superlattice”). On April 18, 2008, we sold the 80,000,000 shares of common stock of Superlattice held by us to Blue Diamond Investments, Inc. for $215,000,Wave and Inizio electric vehicles, and we assigned tobelieve that our technology was proven out at the Purchaser all receivables or debt obligations of Superlattice owing to or held by us at March 31, 2008. Effective April 15, 2008, we entered into a License Agreement with Superlattice providing for our license to Superlattice of our patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications.
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X-Prize competition.
 
Liquidity and Capital Resources

As of July 31, 2009,2010, we had cash on hand of $5,182. At that same date$2,113 and our liabilities totaled $5,307,066.$7,960,959. For the year ended July 31, 2009,2010, we incurred a net loss from continuing operations of $6,240,712.$3,721,230. On July 31, 2009,2010, we had a working capital deficit of $1,266,351$1,836,457 and a stockholders' deficit of $3,026,780. In fiscal 2009,$5,918,907.

On October 27, 2010, we defaulted onreceived the $2,500,000 in funds for the X Prize award.  We will need additional capital to continue development and marketing of our outstanding loan with Wyndom Capital Investments, Inc.,electric vehicles, particularly given the number of companies competing in this sector and this lender, as its sole recourse under the loan agreement, took possessionfact that many of the 10,000,000 shares of our common stock pledged as collateral for loan. In fiscal 2009, we also defaulted under our loan agreement with Crystal Capital Ventures, Inc., pursuant to which we have pledged 7,500,000 shares of our common stock as collaterallarger car manufacturers are developing and which is the lender’s sole recourse in the event of a default. This lender has waived all defaults through November 9, 2009 under this loan agreement.marketing electric and hybrid vehicles.
 
We had 21,284,10130,047,301 shares of common stock issued and outstanding as of November 2, 2009.October 28, 2010. Our common stock is traded on the OTC Bulletin Board.
 
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General
 
We are an early stage technology company. We are developing and marketing electric powered vehicles and products.

Our Electric Battery Pack and Vehicle Technology
 
After the termination of all licensing relationships with RV Systems and Lithium House, our initial licensor of battery technology, we began developing portable battery power pack technology and effecting vehicle conversions from conventional power systems to electric power systems in our own facility which we have purchased in Mooresville, North Carolina. We commenced marketing conversions of four-wheel vehicles in 2007 and 2008. Then in 2009 we began to design and manufacture new and innovative autos of our own design.

In our Mooresville, North Carolina facility we have converted and tested vehicles based on Chrysler PT Cruiser, Mini Cooper, Pontiac Vibe, Toyota Yaris and the Mercedes’ Smart car. We replaced the gasoline power systems with all electric lithium battery power systems and battery management systems. In the past, we have also converted some large and small ATV's, including vehicles for handicapped persons, electric bicycles and electric scooters.  We have developed a rapid charge system that reduces charge time by approximately 65%; it is currently being used and tested.
 
Our Mooresville facility consists of aboutapproximately 40,000 square feet of space. Currently we use approximately 20,000 square feet for conversion, production, manufacturing and design. We have also set uphave a battery lab that is leased to Superlattice is usingPower, Inc. (“Superlattice”) of approximately 5,000 square feet. The remaining square footage is used for offices and storage.

The Battery Technology We Would Use

TheIn electric vehicles’vehicles the battery pack performs the same function as the gas tank in a conventional vehicle: it stores the energy needed to operate the vehicle. We use battery packs created in-house from Kokam cells in our converted vehicles. We anticipate using cells created by Superlattice in the  near future.
 
License Agreements
2
Effective April 15, 2008, weWe entered into a License Agreement (the “License(“Superlattice License Agreement”) with Superlattice in April 2008, providing for our license to Superlattice of our patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“Licensed Products”). Under the Superlattice License Agreement, we have the right to purchase our requirements of lithium ion batteries from Superlattice, and our requirements of lithium ion batteries shall be supplied by Superlattice in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Superlattice. Our cost for lithium ion batteries purchased from Superlattice shall be Superlattice’s actual manufacturing costs for such batteries for the fiscal quarter of Superlattice in which our purchase takes place. On May 25, 2010, the Superlattice License Agreement was amended to reflect Superlattice’s territory would be the United States, U.S. possessions and territories only and the Company can license other companies in other parts of the world.
 
Superlattice agreed to invest a minimum of $1,500,000 in each of the next two years2008 and 2009 in development of the technology for the Licensed Products. In the initial year under the License Agreement, Superlattice invested approximately $264,043 in the development of technology, and therefore is not in compliance with its obligations under this covenant of the Superlattice License Agreement. We have advised Superlattice, in a letter dated October 1, 2009, that we will not give notice of default against Superlattice for its failure to comply with this covenant in the first year offor the term of the License Agreement.

On May 25, 2010 the Superlattice License Agreement was amended to limiting the license granted to Superlattice to only the United States, permitting Li-ion to grant other licenses to companies in other parts of the world.

Effective May 28, 2010, we entered into a License Agreement (the “LEVC License Agreement”) with Lithium Electric Vehicle Corp. (“LEVC”) providing for our license to LEVC of certain of our patent applications and technologies for electric vehicles and other applications. The purpose of the license is to expand sales of our current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the License Agreement.
 
Under the LEVC License Agreement, LEVC has agreed, in consideration of the grant of the license, to pay us $1,000,000, of which $666,667 has been paid, plus an amount equal to the independent valuation of the license under the LEVC License Agreement, less the $1,000,000 payment.  The payment of the excess of the valuation amount over the $1,000,000 payment would be made by way of a convertible debenture or other securities. Additionally, LEVC, as licensee, would pay an annual fee of $500,000, commencing on the second anniversary of the date of the LEVC License Agreement, and a royalty as determined in the independent valuation report. The initial term of the license is ten years.
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Electric Motors

We are usinguse a variety of electric motors in our converted vehicles. Wevehicles, therefore, we are not reliant on any single manufacturer of electric motors. There are a large number of domestic and foreign manufacturers of electric motors, and we anticipate the motors with the specifications we require will be available at reasonable commercial prices from a number of these sources.

We believe that an important characteristic of our technology is the lithium battery power source, which is more efficient and powerful than other battery power sources. Vehicles utilizing this technology have the ability to travel far greater distances, can recharge in less time and also benefit from weight reduction, as compared with vehicles using other battery powered systems. One of the major historic hurdles facing electric vehicle manufacturers is that most power sources woulddo not allow the vehicle to travel overmore than 100 miles before needing to be recharged. We believe that we can produce electric powered vehicles with a travel range equal to or greater than 200 miles.

A significant difference between electric vehicles and gasoline-powered vehicles is the number of moving parts. The electric vehicle motor has one moving part, the shaft, which is very reliable and requires little or no maintenance, thus reducing repair costs. Whereas the gasoline-powered vehicle’s motor has numerous moving parts, requiring a wide range of maintenance. The controller and charger are electronic devices with no moving parts, and they require little or no maintenance. Electric vehicle batteries are sealed and maintenance free, However, the life of these batteries is limited, and batteries will require periodic replacement. New batteries are being developed that will not only extend the range of electric vehicles, but will also extend the life of the battery pack which may eliminate the need to replace the battery pack during the life of the vehicle.
 
Products Under Development
 
We have products under development in the following categories.
 
Vehicles
3
We have converted golf carts,Li-ion has designed from the ground up and produced the Inizio a type of neighborhood electric vehicle (NEV). A NEV is a 4-wheeled vehicle, larger than a go cart but smaller than most light-duty passenger vehicles. NEV's are usually configuredluxurious sports car that we expect will achieve speeds up to carry two or four passengers with a pickup bed. NEV's are defined by the United States National Highway Traffic Safety Administration as subject to Federal Motor Vehicle Safety Standard (FMVSS} No. 500. Per FMVSS 500, NEV's have top speeds between 20 and 25200 miles per hour with acceleration from 0 to 60 in 5 seconds and are defineda range of up to 250 miles before recharging.

The Company has also designed and produced the Wave as "Low Speed Vehicles". FMVSS 500 requires that NEV'sa family car. The Wave will be equipped with headlamps, stop lamps, turn signal lamps, tail lamps, reflex reflectors, parking brakes, rear view mirrors, windshields, seat belts,available in both two and vehicle identification numbers. Many states have passed legislation or regulations allowing NEV'sfour door models. The Wave has been aerodynamically designed to be licensed and driven on roads that are generally posted at 35reach speed up to 80 miles per hour or less. While NEV’s were initially usedwith acceleration from zero to sixty in gated communities, theytwelve seconds. Both these innovative vehicles manufactured by Li-ion Motors have been increasingly used by the general public for school transportation, shopping and general neighborhood trips. In addition, they are used at military bases, national parks, commercial airports and for local government activities.no emissions.
 
Commercial Initiatives

On March 9, 2009 the State of North Carolina issued a manufacturing license to the Company, and we now are manufacturing our own original design vehicles with VIN’s,Vehicle Identification Number’s (“VIN”), while we continue to convert other vehicles.
 
Since February 2004, the LiVTM series electric vehicle has been tested and is under review by a number of government agencies. The testing of the LiVTM series vehicles by NASA, Arcadis, a contractor to the U.S. Environmental Protection Administration, NYC Taxi Commission, and US Paratransit is completed. The LiVTM WISE is listed in the catalogue of the Unites States General Services Administration, and these vehicles are available for purchase by multiple government agencies. The target market for the LiVTM WISE is federal government offices, utility companies, defense organizations and fleet operators. EV Innovations is workingLi-Ion worked with Zero Truck- USA for commercialization of lithium ion powered heavy duty truck. EV InnovationsWe now offers itsoffer our own, “WAVE” three“Wave” two and four wheeldoor electric vehicles and the “INIZIO”“Inizio” super cars to the US market. The WAVE“Wave” electric vehicle is targeted at the commuter environment, asand the “INIZIO”“Inizio” super sport car targets the high performance car market. The INIZIO is also featured in the market through Sam’s Club “Once in a Lifetime” offer. The advanced lithium ion battery powered INIZIO received an outstanding response from Sam’s Club members. We anticipate that the INIZIO“Inizio”  and WAVE“Wave” will be the front line vehicles for us. A manufacturing and assembly plant has been proposed to the DOE under the Advanced Technology Vehicle Manufacturing loan program in order to achieve scaled up production. This particular plant design is estimated to produce around 100,000 cars in the first five years, once it is operational.
 
Current Joint Venture Activities or Negotiations in Progress
U.S. Navy

On February 5, 2004 we announced the initiation of a lithium-ion conversion project with the United States Navy. We have funded the initial 3kw prototype for this project, and the prototype has been completed and delivered to the Navy.
4
Paratransit

Paratransit, Sacramento, California, a company providing community transportation services, purchased two converted PT Cruisers. The two vehicles were delivered in November 2006.

NASA

We have signed a Space Act agreement with NASA and several of our electric vehicles are being testeddriven daily by NASA at the Kennedy Space Center in Florida.


Holiday 2007 and 2008
5

We were featured as Sam’s Club’s “Once in a Lifetime” package in 2007 and 2008 and a Smart Car with a trip to NASA was sold to a Sam’s Club member. Other members were allowed to purchase similar Smart Car conversions at reduced pricing, with one other Smart Car sold at that price.

Competition

The discussion below identifies some of our principal competitors in the electric vehicle area, and is by no means a comprehensive discussion of the companies competing or planning to compete in this area.

The Automotive X-prize drew many companies into the challenge of designing electric vehicles. Aptera, RaceAbout, Project TW4XP, Edision2, OptaMotive all entered that competition, and they anticipate producing electric vehicles.

ZAP Alias is a 100% plug-in electric car designed in a three-wheeled configuration, two wheels in front, one in the rear.  ZAP has sold a three-wheeled city-car and truck called the Xebra since 2006 and has one of the only electric vehicle distribution and service dealer networks in existence. Currently, ZAP has over 60 dealers throughout the USA as well as a number of international distribution points, including South America and The Middle East.
Tata Motors is India's largest automobile company, India’s leader in commercial vehicles and among the top three in passenger vehicles. Tata Motors plans to develop cars that are more fuel efficient, cleaner, with minimum impact to the environment.

General Motors’ Chevrolet division is developing its model named “Volt”, an electric car, with a scheduled launch in the 2011 model year.

The Lightning GT is a battery powered sports car manufactured by the UKUnited Kingdom company British Lightning Car Company that is scheduled to go on salebegin deliveries in 2009.2012. The expected price is about $200,000.

Tesla Motors was founded in 2003. The Buddy is a Norwegian electric car manufactured by Elbil Norge AS. The car is capable of 40-80 km range per charge.

The Joule is a South African 6-seater electric car produced by Optimal Energy that is scheduled to go on sale in 2010.

The Phoenix SUV and SUT are produced by Phoenix Motorcars in Ontario, California. Both models use lithium titanate batteries and have a range of approximately 130 miles.

The Smart EV is modified by Zytek Electric Vehicles with a range of about 62 miles.

The TeslaTESLA Roadster is thetheir first production car, by Tesla Motors. It is capable of a range of 200 miles with a top speed of 135 mph. The first were scheduled to be deliveredIt began sales in 2008, but as of yet deliveries have not commenced.early 2008.

The Th!nk City is the only crash tested and highway certified electric car in the world. The vehicles are manufactured in Aurskog, Norway and are capable of a 190 mile range.Nissan Leaf has planned sales for December 2010.

The Venturi Fétish is a two-seater electric sports car produced by Venturi in Monaco.

The Commuter Car T600 is a three-wheeled $108,000 car with a range of 80 miles manufactured by Commuter Car Corporation.
5
Employees

As of the date of this report, we have 4230 employees, including our President and CEO, Stacey Fling, andwith her assistants and accounting staff at the corporate office in Las Vegas, Nevada.
 
Research and Development Expenditures
 
We incurred research and development expenditures of approximately $1,402,077$1,264,420 in our fiscal year ended July 31, 2008,2010, and of approximately $1,296,281  in our fiscal year ended July 31, 2009.
 
Patents and Trademarks

We have filed three  utility patents, (non-provisional);  each application claims the benefit of the provisional filing date of July 1, 2009.

1. Thermal Management System for Lithium Batteries -  Application No: 12829369
It has been observed that lithium ion batteries work efficiently and provide the highest mileage at certain predetermined temperatures.  Below optimum temperature, efficiency drops off drastically.  For example if an electric vehicle can run 100 miles at its battery’s  optimum operational temperature, at zero or subzero temperatures the vehicle’s mileage would drop by approximately forty percent.  To avoid this,  a heating system has been introduced to keep the battery temperature at a certain point to achieve the target mileage while driving during the winter  seasons which reach zero or subzero temperatures. The lithium ion battery is also not allowed to charge at zero, subzero or, or below temperatures for safety issues.

2. Rechargeable Battery Cathode Material - Application No. 12829355

 A novel cathode material for a rechargeable battery.
6

3. Charging Algorithm for Lithium Batteries - Application No. 12829362

There are two major charging procedures for charging lithium polymer batteries.  One method is to charge at a constant current.  When a target voltage is reached the current is kept constant until the current which normally decreases, rises to a certain value.  Another method of charging is step charging with a constant current.  In this method, the current is stopped at time intervals until the target voltage is reached.  It has been observed that lithium ion batteries are very sensitive to charge rates, temperatures, thermodynamics and kinetics of all components, electrodes and battery chemistry.  A novel method reveals a specific algorithm to efficiently charge lithium batteries by adjusting battery voltage and current output to match the individual chemistry of lithium batteries.

The Company has also filed two provisional patent applications with the U.S. Patent and Trademark Office (“USPTO”) for three of our inventions relatingpatents related to our battery management system cathode material and an ultracapacitor.reverse battery management.

Item 1A.  Risk Factors.Factors

You should be particularly aware of the inherent risks associated with our business plan. These risks include but are not limited to:

General

WE DEFAULTED ON LONG TERM DEBT IN 2009

In the year ended July 31, 2009, we defaulted under our loan agreement with Wyndom Capital Investments, Inc. and the lender, as its sole recourse under this loan agreement, took possession of the 10,000,000 shares of our common stock pledged as collateral for the loan. We are also in default undercontinuing to incur substantial losses from our  loan agreement with Crystal Capital Ventures, Inc., but all defaults through November 9, 2009 under that loan agreement have been waived. The sole recourse of the lender under that loan agreement is the 7,500,000 shares of our common stock held as collateral for the loan. See discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Footnote 6 of the Footnotes to our Consolidated Financial Statements included in this report.

WE ARE CONTINUING TO INCUR SUBSTANTIAL LOSSES FROM OUR OPERATIONSoperations.

We have had minimal revenues from joint ventures and sales of our products. We have not signed any definitive joint venture agreements to commercialize any of our products. As of July 31, 2009,2010, we had cash on hand of $5,182.$2,113. At that same date our liabilities totaled $5,307,066.$7,960,959. For the year ended July 31, 2009,2010, we incurred a net loss from continuing operations of $6,240,712.$3,721,230. On July 31, 2009,2010, we had a working capital deficit of $1,266,351$1,836,457 and a stockholders' deficit of $3,026,780.$5,918,907.
 
We expect that we will continue to incur operating losses in the future. Failure to achieve or maintain profitability may materially and adversely affect the future value of our common stock.
 
6
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAILIf we do not obtain additional financing, our business will fail.

Our current operating funds and revenues from converted vehicle sales are less than necessary for commercialization of our products, and thereforeproducts. The X Prize award will be of substantial assistance to us in the near term; however, we will need to obtain additional financing to complete our business plan. We do not currently have arrangements for additional financing and we may not find such financing if required. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

WE HAVE BEEN AND CONTINUE TO BE THE SUBJECT OF A GOING CONCERN OPINION FROM OUR INDEPENDENT AUDITORS, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING

Our independent auditors have added an explanatory paragraph  We are subject to their audit opinions, issued in connection with our financial statements, which states our ability to continue asall of the risks of a going concern is uncertain.
WE ARE SUBJECT TO ALL OF THE RISKS OF A NEW BUSINESSnew business.

Our business operations are relatively recent; therefore, we face a potentially higher risk of business failure. Our sales revenues are still not significant as of the date of this report. Potential investors should be aware of the difficulties normally encountered by newer companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the many problems includingincluding: expenses, difficulties, complications, delays encountered in connection with the commercialization of our products, unanticipated problems relating to product development, arranging and negotiating with joint venture partners, additional costs and expenses that may exceed current estimates. We have limited history upon which to base any assumption as to the likelihood that our business will prove successful, and investors should be aware that there is a substantial risk that we may not generate any significant operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable futurefuture.
 
OUR MANAGEMENT HAS LIMITED EXPERIENCE IN PRODUCTS UTILIZING ELECTRIC BATTERY POWER AND WITH NEGOTIATING COMMERCIAL ARRANGEMENTS FOR SUCH PRODUCTSOur management has limited experience in products utilizing electric battery power and with negotiating commercial arrangements for such products.

Our management has limited experience in negotiating licenses and joint ventures to commercialize the types of products we are developing. As a result of this inexperience, there is a high risk we may be unable to complete our business plan and negotiate profitable licenses or joint ventures for our lithium ion battery powered products. Because of the intense competition for our planned products, there is substantial risk that we will not successfully commercialize these products.
 
OUR PRODUCTS WILL BE HIGHLY REGULATED
7

Our products are highly regulated.

Our products are highly regulated. There are special safety standards in effect for vehicles with a top speed of up to 25 miles per hour. Marketing vehicles that compete with passenger cars, requires compliance with the full federal safety standards. Regulatory reviews and compliance hashave already consumed significant time and resources and will continue to do so as we work towards obtaining a dealership license. This may adversely affect the timing of bringing products to market, as well as the profitability of such products once regulatory approvals are obtained.
 
7

OUR ELECTRIC POWERED VEHICLE BUSINESS IS SUBJECT TO SUBSTANTIAL RISKS Our electric powered vehicle business is subject to substantial risks.

The electric battery powered product market is competitive and risky. We are competing against numerous competitors with greater financial resources than us, and due to the difficulties of entry into these markets, we may be unsuccessful and not be able to complete our business plan.
 
WE INTEND TO RELY ON LITHIUM ION BATTERIES WHICH, IF NOT PROPERLY MANAGED, MAY POSE A FIRE HAZARD.We intend to rely on lithium ion batteries which, if not properly managed, may pose a fire hazard.

Another manufacturer of electric motor vehicles has received five reports of the batteries overheating, three of which caught fire, though no injuries have been reported. Our battery management systems will need to lessen or eliminate the risk of fire from the use of lithium ion batteries as a power source. If we are not able to develop such systems our business will not develop as planned. If our battery management systems fail, we could be liable to those who are harmed as a result of such failure.
 
Item 1B. Unresolved Staff Comments.

Not applicable.None.
 
Item 2. Properties.

We rentOur principal executive office space of approximately 1,500 square feetis located in Las Vegas, Nevada . We lease approximately 1,900 square feet under a lease agreement which commenced in March 2008 and renews on an annual basis. The lease provides for which we pay $1,500 monthly, pursuant to a one-year lease expiring March 2009.an aggregate annual payment of $18,000. Our mailing address is 4894 Lone Mountain Rd., #168, Las Vegas, Nevada 89130, for which we pay $25 per month, on a month to month basis.

We purchased, inIn May 2006, awe purchased 40,000 square foot facility at 158 Rolling Hill in Mooresville, North Carolina. Effective March 31, 2010 the Company entered into a stipulation agreement with Bayview Loan Servicing, LLC that reduced the current monthly payment to $5,349, including interest.  In 2013, Bayview Loan Servicing LLC may step up the interest rate at that time.
 
We believe our current facilities will generally be adequate for our needs for the foreseeable future.

Item 3. Legal Proceedings.

Other than as described below, we are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

Hybrid Technologies, Inc. v. Keith Boucher
 
An arbitration award in the amount of $70,803.00$70,803 was awarded to Keith Boucher against the Company for attorneysattorney’s fees and costs incurred in arbitration. A Judgment has been awarded to Keith Boucher.  The Company has filedparties have agreed upon a motion to vacate the award, which motion is scheduled for hearing in December, 2009 in the District Court of Nevada in Clark County.

Barrett Lyon v. EV Innovations, Inc.
Barrett Lyon, an individual, has filed suit againstmonthly payment and the Company inis current with the Superior Court of California, San Mateo County, for alleged breach of warranty for a vehicle he purchased from the Company, seeking $68,220.00 in damages, plus attorneys fees estimated in the range of $10,000 to $30,000. The Company disputes his claims. Trial is set for December, 2009.payments.
8

F&C Promptly, Inc. v. EV Innovations, Inc.
 
F&C Promptly, Inc., a collection agency, filed in February 2009 a lawsuit against usthe Company in the District Court, Clark County, Nevada, for approximately $32,000 for collection of the account of the Law Offices of Richard McKnight assigned to F&C Promptly, Inc. for collection.  The Company has come to an agreement with F&C Promptly, Inc. and has agreed to $4,000 a month payment until paid in full.  The Company is separately suing Richard McKnight and brought a third party complaint against McKnight and his law office, alleging negligence and professional malpractice.current with payments.


8
Caudle & Spears v. EV Innovations, Inc.
 
Caudle & Spears has obtained a default judgment against the Company in Meckenberg County, North Carolina, General Court, a default judgment against us in the amount of $17,686. This law firm represented the Companyus in our litigation against Martin Koebler, a former employee, whom we successfully sued for return of Company property and other damages. We areThe Company is in settlement negotiations with Caudle & Spears, since ourits judgment against Martin Koebler is still in the collection process. A payment agreement has been reached in the amount of $2,500.00 per month with no interest until paid.  The Company is current with these payments.

Internal Revenue Service

The Company has been served with a tax lien dated March 3, 2010 from the Internal Revenue Service in the total amount of $251,928.14. Third quarter 2009 taxes are approximately $117,000, which are included in total due. The Company has a payment plan in place with the Internal Revenue Service (“IRS”).
 
Javad Hajihadian

 Javad Hajihadian, an individual , had ordered and paid for, the first super car to be produced by Li-ion Motors in November 2008. The car was in the design stage when it was ordered; with the understanding it would be a minimum of one year before the car would be manufactured.  The client has changed his mind and his attorney contact the company to cancel his contract and have his payment refund. The parties have reached an agreement and the payment is being refunded with interest. The settlement agreement was for $102,500 and stipulated monthly payments of $10,250 commencing in July 2010.  The initial two payments were paid to Mr. Hajihadian in August 2010, and the Company is current in its payments.

Item 4. Submission of Matters to a Vote of Security Holders.[Removed and Reserved]

Not applicable.
9
 
PART II
 
Item 5. Market for Registrant's Common Equity, Related ShareholderStockholder Matters and Issuer Purchases of Equity Securities.

Our shares of common  stock  trade and have  traded on the NASD OTC  Bulletin  Board since March 4, 2002. TheOur common stock also trades on the OTCQB Tier of the Pink OTC Bulletin Board is a network of security dealers who buy and sell stock.  A computer  network that  provides  information  on current "bids" and "asks",  as well as volume  information,  connects the  dealers.Markets.  The following table sets forth for our last two fiscal years by quarter the high and low closing prices of our common shares traded on the OTC Bulletin Board:

Period High  Low 
August 1 to October 31, 2006 $7.41  $3.30 
November 1, 2006 to January 31, 2007 (1) $5.42  $3.52 
February 1 to April 30, 2007 (2)(3) $4.77  $4.11 
May 1 to July 31, 2007 (4) $4.35  $2.50 
August 1 October 31, 2007 $2.78  $1.85 
November 1, 2007 to January 16, 2008 $2.49  $.55 
January 17 to April 30, 2008 (5) $5.15  $2.05 
May 1 to July 31, 2008 $6.30  $3.35 
August 1 to October 31, 2008 $3.35  $.72 
November 1, 2008 to February 18, 2009 $.89  $.30 
February 19 to April 30, 2009 (6) $2.00  $1.02 
May 1 to July 31, 2009 $2.10  $1.30 
August 1 to October 30, 2009 $1.83  $1.37 
Period High  Low 
August 1, 2008  to October 31, 2008 $3.35  $0.72 
November 1, 2008 to February 18, 2009 $0.89  $0.30 
February 19, 2009 to April 30, 2009 (1) $2.00  $1.02 
May 1, 2009 to July 31, 2009 $2.10  $1.30 
August 1, 2009 to October 31, 2009 $1.85  $1.33 
November 1, 2009 - January 31, 2010 $1.60  $0.40 
February 1, 2010 - April 30, 2010 $2.25  $0.66 
May 1, 2010 - July 31, 2010 $2.19  $0.88 

(1)A one-for-ten stock dividend was effective November 30, 2006.
 
(2)Following the one-for-twenty stock dividend effective January 31, 2007.
(3)A one-for-twenty stock dividend was effective March 30, 2007.
(4)A one-for-ten stock dividend was effective May 31, 2007.
(5)A one-for-seven reverse split was effective January 17, 2008.
(6)(1)A one-for-three reverse split was effective February 19, 2009.
(2)A one-for-two reverse split was effective February 1, 2010.
(3)A 20% stock dividend was paid effective May 28, 2010, on the common stock.

The above  quotations are taken from information  provided by Yahoo and reflect inter-dealer prices, without retail mark-up, mark-down or commission  and may not represent actual transactions.

9

Holders of Common Stock

As of November 2, 2009,October 15, 2010, we had 112242 holders of record of our common stock.

Dividends

Our current  policy is to retain earnings in order to finance our operations.  Our board of directors will determine future declaration and payment of dividends,  if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

10
Securities Authorized for Issuance under Equity Compensation Plans

         The following table sets forth as of July 31, 2009 information  with respect to our commonAll stock issuedoptions under all plans have been granted, exercised and available to be issued under outstandingissued. Currently the Company has no options warrants and rights.

Plan category 
(a)
 Number of securities to be
 issued upon exercise of
 outstanding options,
 warrants and rights
  
(b)
 Weighted-average exercise
 price of outstanding
 options, warrants and
 rights
  
(c)
 Number of securities
 remaining available for
 future issuance under
 equity compensation
 plans (excluding
 securities
 reflected in
 column (a))
 
Equity compensation Plans approved by security holders         
Equity compensation plans not approved by security holders  1,585,090  $.90   242,857 
Total  1,585,090       242,857 

2006 and 2009 Restricted Stock Plans

The 2006 Restricted Stock Plan was adopted by the board with 5,000,000 shares reserved.  The Plan is administered by the Board of Directors of the Company.  Subject to the express  limitations  of the Plan, the Board has authority in its discretion to determine  the  eligible  persons  to whom,  and the time or times at which, restricted stock awards may be granted,  the number of shares  subject to each award,  the time or times at which an award will become vested,  the performance criteria, business or performance goals or other conditions of an award, and all other terms of the  award.  The Board also has discretionary authority to interpret the Plan, to make all factual  determinations  under the Plan,  and to make all other  determinations  necessary or advisable for Plan  administration. The Board may prescribe, amend, and rescind rules and regulations relating to the Plan.  All interpretations, determinations, and  actions by the Board are final, conclusive, and binding upon all parties.rights available.


The 2009 Restricted Stock Plan was adopted by the board with 5,000,000 shares reserved.  The Plan is administered by the Board of Directors of the Company.  Subject to the express  limitations  of the Plan, the Board has authority in its discretion to determine  the  eligible  persons  to whom,  and the time or times at which, restricted stock awards may be granted,  the number of shares  subject to each award,  the time or times at which an award will become vested,  the performance criteria, business or performance goals or other conditions of an award, and all other terms of the  award.  The Board also has discretionary authority to interpret the Plan, to make all factual  determinations  under the Plan,  and to make all other  determinations  necessary or advisable for Plan  administration. The Board may prescribe, amend, and rescind rules and regulations relating to the Plan.  All interpretations, determinations, and  actions by the Board are final, conclusive, and binding upon all parties.
1110

Sales of Unregistered Securities

The following table sets forth the sales of unregistered securities sincefor the Company’s last report filed under this item.three years.

Date  Title and Amount (1)  Purchaser  
Principal
Underwriter
  
Total Offering Price/
Underwriting
Discounts
January 18, 2008 8,571,427 shares of common stock issued as collateral security pursuant to Loan Agreement, dated October 29, 2007, between the Company and Wyndom Capital Investments Inc. Shares were issued pursuant to anti-dilution provisions in Loan Agreement. Wyndom Capital Investments Inc. NA NA/NA
         
May 27, 2008 7,500,000 shares of common stock issued as collateral security pursuant to Loan Agreement, dated May 5, 2008, between the Company and Crystal Capital Investments Inc. Crystal Capital Investments Inc. NA NA/NA
         
January 22, 2009 3,500 shares of common stock. Consultant NA $3,675/NA
         
February 20, 2009 6,666,665 shares of common stock issued as collateral security pursuant to Loan Agreement, dated October 29, 2007, between the Company and Wyndom Capital Investments Inc. Shares were issued pursuant to anti-dilution provisions in Loan Agreement. Wyndom Capital Investments Inc. NA NA/NA
         
February 20, 2009 4,999,999 shares of common stock issued as collateral security pursuant to Loan Agreement, dated May 5, 2008, between the Company and Crystal Capital Investments Inc. Shares issued pursuant to anti-dilution provisions in Loan Agreement. Crystal Capital Investments, Inc. NA NA/NA
February 23, 20103,749,999 shares of common stock issued as collateral security pursuant to Loan Agreement, dated May 5, 2008, between the Company and Crystal Capital Investments Inc. Shares issued pursuant to anti-dilution provisions in Loan Agreement.Crystal Capital Investments, Inc.NANA/NA
May 18, 20103,749,999 shares of common stock issued as collateral security pursuant to Loan Agreement, dated April 15, 2010, between the Company and Winsor Capital Inc.Winsor Capital, Inc.NANA/NA

Item 6. Selected Financial Data.
 
Not applicable.
12
 
Item 7. Management's Discussion and Analysis or Planof Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTSForward Looking Statements

This annual report contains forward-looking  statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking  statements. You should not place too much  reliance  on these  forward-looking  statements.  Our actual results are likely to differ  materially from those  anticipated in these forward-looking  statements  for many  reasons,  including the risks faced by us described in this section.


11

Results Ofof Operations for the Year Ended July 31, 2009

We  incurred  a net loss from continuing operations of  $6,240,712 for the year ended  July  31,  2009, and of approximately $5,868,272 for the year ended July 31, 2008, and in the year ended July 31, 2009, general and  administrative  costs of $4,794,393 and  interest  expense of $745,118.

We had sales from continuing operations of $475,828 in the year ended July 31, 2009.  Revenues increased from $191,801 in the year ended July 31, 2008 to $475,828 in 2009, due to increased vehicle sales at a higher average price, and cost of sales increased to $625,866 in 2009 from $384,267 in 2008. Our net loss from continuing operations for 2009  increased from fiscal 2008 (from $5,868,272  in 2008 to approximately $6,240,712 in 2009), due primarily to increased general and administrative costs from $4,794,393 in fiscal 2008, as compared with approximately $4,794,393 in 2009. General and administrative costs also reflected the hiring of additional employees in 2009 and an increased stock compensation expense of $2,630,000 in 2009, as compared with $804,652 in 2008. Professional fees decreased from $1,004,617 in 2008 to $470,246 in 2009, and travel expense decreased from $358,350 in 2008 to $91,182 in 2009. Advertising and promotion decreased from $627,643 in 2008 to $443,288 in 2009.  We paid a higher level of finders’ fees of $518,565 in 2008, as compared with $164,294 in 2009. We also increased interest expense in the twelve months ended July 31, 2009 of $745,118, as compared with approximately $231,114 in the comparable period in 2008, and stock based compensation of $804,652 in 2008 as compared with -0- in 2009.

PLAN OF OPERATION

On July 31, 2009, we had a working  capital  deficit  of  $1,266,351 and a  stockholders' deficit of $3,026,780. In fiscal 2009, we also defaulted under our loan agreement with Wyndom Capital Investments, Inc. which, as its sole recourse under the loan agreement, took possession of 10,000,000 shares of our common stock held as collateral, and are in default under our loan agreement with Crystal Capital Ventures, Inc., pursuant to which we have pledged 7,500,000 shares of our Common Stock as collateral and which is the lender’s sole recourse in the event of a default. This lender has waived all defaults through November 9, 2009 under this loan agreement.2010

The continuation of the Company as a going concern is dependent upon the continued financial  support  from our  shareholders,  our  ability  to  obtain necessary equity  financing  to  continue  operations,  and the  attainment  of profitable operations.  Our auditors have expressed substantial doubt concerning our ability to continue as a going concern.

As of July 31, 2009, we had cash on hand of $5,182.  At that same date   our   liabilities  totaled  $5,307,066. We do not have sufficient cash on hand to complete commercialization of our current and planned products.
13

Electric Vehicle Operations

Sales of our electric vehicles for the fiscal year ended July 31, 2010 were $531,381, an increase of $55,553 or 12% as compared with 2009.

We convert and manufacture vehicles in our developmental facility in Mooresville, North Carolina. Our teamteams of highly qualified engineers oversee groups of electrical and mechanical staff. This 40,000 square foot facility has office space,  room for bothmanufacturing, conversions, storage and storagea battery lab that is leased to Supperlattice, with the potential for future growth, enabling us to work on many projects and vehicles concurrently.

With the licenselicenses of our lithium battery and electric vehicle technology described below, we are concentrating on sales of our vehicles.  We have initiated several nationwide newspaper advertising campaigns which  have generated some orders for our vehicles, and we are also seeing as a result a significant increase in inquiries about our electric vehicle products.

Effective April 15, 2008, weWe entered into a License Agreement (the “License(“Superlattice License Agreement”) with Superlattice in April 2008, providing for our license to Superlattice of our patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“Licensed Products”).  Under the Superlattice License Agreement, we have the right to purchase our requirements of lithium ion batteries from Superlattice, and our requirements of lithium ion batteries shall be supplied by Superlattice in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Superlattice. Our cost for lithium ion batteries purchased from Superlattice shall be Superlattice’s actual manufacturing costs for such batteries for the fiscal quarter of Superlattice in which our purchase takes place. On May 25, 2010, the Superlattice License Agreement was amended to reflect Superlattice’s territory would be the United States, U.S. possessions and territories only, and the Company can license other companies in other parts of the world.

Superlattice agreed to invest a minimum of $1,500,000 in each of the next two years2008 and 2009 in development of the technology for the Licensed Products. In the initial year under the License Agreement, Superlattice invested approximately $264,043 in the development of technology, and therefore is not in compliance with its obligations under this covenant of the license agreement.Superlattice License Agreement. We have advised Superlattice, in a letter dated October 1, 2009, that we will not give notice of default against Superlattice for its failure to comply with this covenant in the first year offor the term of the License Agreement.

On May 25, 2010 the Superlattice License Agreement was amended to limiting the license granted to Superlattice to only the United States, permitting Li-ion to grant other licenses to companies in other parts of the world.
 
Effective May 28, 2010, we entered into a License Agreement (the “LEVC License Agreement”) with Lithium Electric Vehicle Corp. (“LEVC”) providing for our license to LEVC of certain of our patent applications and technologies for electric vehicles and other applications. The purpose of the license is to expand sales of our current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the License Agreement.

Under the LEVC License Agreement, LEVC has agreed, in consideration of the grant of the license, to pay us $1,000,000, of which $666,667 has been paid, plus an amount equal to the independent valuation of the license under the LEVC License Agreement, less the $1,000,000 payment.  The payment of the excess of the valuation amount over the $1,000,000 payment would be made by way of a convertible debenture or other securities. Additionally, LEVC, as licensee, would pay an annual fee of $500,000, commencing on the second anniversary of the date of the LEVC License Agreement, and a royalty as determined in the independent valuation report. The initial term of the license is ten years.

Cost of Sales

Cost of sales as a percentage of net sales for the fiscal year ended July 31, 2010 was approximately 107% compared to approximately 141% in 2009. This decrease was primarily attributable to the decrease in labor expenditures. Based on our historical review of costs, we expect that cost of sales in the future will remain in line on a percentage basis with our historic level of approximately 105%. As sales volumes and prices increase, costs should then reduce as a percentage of sales.

12

General and Administrative Expenses

General and administrative (“SG&A”) expenses decreased to $2,428,622 for the fiscal year ended July 31, 2010, as compared to $4,794,393 during the same period in 2009. The decrease was attributable a $2,490,000 compensatory expense for stock options exercised.  In addition, the Company had a decrease in (1) advertising and marketing related expenses of $452,836;(2)  warranty expense for vehicles previously sold of $82,555; (3) financing activity expense of $72,521; (4) legal fees of $52,474; (5) salaries and wages of $36,979; and (6) other various expenses of $19,613.  The reduction in expenditures was offset with a $841,207 provision in connection with Superlattice promissory note with the Company. Of all SG&A expenses the Company incurred during fiscal 2010, the majority were charges that are expected to be recurring.

Research and Development Expenses

No set amount has been set aside for research and development (“R&D”), however, all projects and purchases require approval prior to  initiation. Salaries, payroll taxes, and benefits expensed to R&D for the year ending  July 31, 2010, amounted to $1,107,532 and $1,054,749 for year ending July 31, 2009. Parts and supplies expensed to R&D was $129,728 and $202,167 for the years ending July 31, 2010 and July 31, 2009, respectively. Shipping charges and battery management systems were $27,161 and $39,365, for the years ending July 31, 2010 and July 31, 2009 respectively. We expect that research and development expenses will continue to remain substantial and grow as we aggressively move to bring products to market

Interest Expense

Interest expense decreased to $505,371 for the fiscal year ended July 31, 2010 as compared to $742,825 for 2009. Interest expense consists primarily of interest related to borrowings.

Other Income

Effective April 16, 2008, Superlattice agreed to lease approximately 5,000 square feet of space (“Leased Space”) in our North Carolina facility, such Leased Space to be suitable for, and utilized by Superlattice for, Superlattice’s developmental and manufacturing operations for Licensed Products pursuant to the License Agreement.  The Leased Space is leased on a month-to-month basis at a monthly rental of $2,500,$2,756 the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, we also sold to

Other income for the fiscal year end July 31, 2010 consists of (1) accounting fees and rental income from Superlattice for $70,894; (2)  the purchase pricecompany received an assignment of $29,005, specified equipmentjudgment from Martin Koebler for $21,114; and supplies related to(3) revenue earned from the Licensed Field.license agreement with LEVC of $83,333.

5.2 Other income for the fiscal year end July 31, 2009 consisted of accounting fees and rental income from Superlattice for $69,375 and other miscellaneous revenue of $8,416.

Net Loss

Net loss attributable to common stockholders for the fiscal year ended July 31, 2010 decreased to $3,933,604 from $6,817,974  for the previous fiscal year. Basic and diluted loss attributable to common stockholders per share of common stock for the fiscal year ended was $0.22 as compared to $0.66 for the fiscal year ended July 31, 2009.

Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively through the sale of our common  shares to  investors and borrowings.  We  expect  to  finance operations  through  borrowings and the sale of equity in the  foreseeable  future as we receive minimal revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

At July 31, 2010, we had liabilities of $7,960,959,as compared with $5,307,066 at July 31, 2009, a working capital deficiency of $1,836,457 and a stockholders’ deficiency of $5,918,907. In fiscal 2009, we also defaulted under our loan agreement with Wyndom Capital Investments, Inc. which, as its sole recourse under the loan agreement, took possession of 10,000,000 shares of our common stock held as collateral.

Our property, plant and equipment decreased to $1,919,681 at July 31, 2010, as compared with $1,989,981 at July 31, 2009.

We used net cash in operating activities of $2,336,670  in the year ended July 31, 2010, as compared with $2,469,775 in 2009, and cash used in investing activities was $22,857 in 2010, as compared with $62,106  in 2009.

13

During the year ended July 31, 2009,2010, from the issuance of a promissory note for a receivable, we advanced $1,282,988 to Superlattice Power, Inc. and was repaid $441,781. During the year ended July 31, 2010, we received net proceeds of $1,108,221$ 2,581,645 from the issuance of promissory notes for debt.
14

Wyndom Capital Loan Agreement

In October 2007, the Company entered intodebt, and made repayments of  $430,516.  We received advances from a loan agreement with Wyndom Capital Investments, Inc. (“Wyndom”). Duringrelated party of $1,252,014 and repaid $210,455. Total cash provided by financing activities in the year ended July 31, 2008 the Company issued 3,333,335 shares of outstanding stock2010 was $3,833,659, as collateral for the notes under the loan agreement. In February 2009 the Company had a 1:3 reverse stock split and issued 6,666,665 shares of common stock to Wyndom to make their shares held as collateral total 10,000,000.  The agreement provided for loans of up to $4,000,000compared with interest payable monthly at a rate of 10% per annum and due$3,320,880  in full in October of 2010. Loans under the agreement were secured by the Company’s shares of common stock at a rate of two and one half shares to each dollar of principal. The Company paid interest to Wyndom of approximately $342,000 for the year ended July 31, 2009 and $154,000 for the year ended July 31, 2008, respectively. The Company defaulted on the loan in February 2008, but Wyndom had waived the default until June 2009 when they took possession of the 10,000,000 shares they held as collateral. As a result, our liability of $4,000,000 for principal and accrued unpaid interest was extinguished as of June 16, 2009, the date on which Wyndom took possession of the final portion of the share collateral.2009.

Crystal Capital Ventures Loan Agreement

On May 5, 2008, the Company entered into a loan agreement with Crystal Capital Ventures Inc. (“Crystal”(Crystal”). The loan agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 on May 19, 2008. The notes bear interest payable monthly in arrears at the rate of 10% per annum and mature and are due and payable May 4, 2011. The loans under the loan agreement are secured by shares of the Company’s common stock held by Crystal. The Company is required to issue shares as collateral at the rate of two and one half shares of the Company’s common stock for each dollar principal amount of the loan advanced to the Company.  Following disbursement of the first $1,000,000 of funds pursuant to the loan agreement, on May 27, 2008, the Company issued 2,500,000 shares of common stock as collateral to Crystal. After the 1:3 reverse stock split in February 2009 the Company issued Crystal an additional 5,000,000 shares to make their shares held as collateral total 7,500,000. After the 1:2 reverse stock split in February 2010 the Company issued Crystal an additional 3,749,999 shares to make their shares held as collateral total 7,500,000.

As of July 31, 2009,2010, the Company hadhas borrowed $2,853,859the full $3,000,000 under the loan agreement and as of August 12, 2009 had borrowed the full $3,000,000 from Crystal.  The Company paid interestCrystal Capital. Interest expense to Crystal ofCapital was approximately $173,000$341,676 for the year ended July 31, 2010 and $202,007 for the year ended July 31, 2009, respectively. The current balance as of July 31, 2010 due to Crystal Capital is $3,000,000.

On October 12, 2010, the Company entered into a amendment to the Crystal loan agreement, under which the lender agreed to extend the due date of the loan to May, 2012.

On February 26, 2010, the Company entered into a loan agreement with Frontline Asset Management Inc. (“Frontline”). The loan provides for payments to the Company of $2,000,000 with interest at a fixed annual rate of 12%. On May 1, 2010, an Addendum to the original Promissory Note, dated February 26, 2010, which amended the term of the note to state interest only payments, due on the last day of every month until maturity date March 1, 2011 when all principal and $11,000accrued interest shall be due and payable.  Interest expense for the year ended July 31, 2008. The2010 was $42,341.

On October 11, 2010, the Company wententered into default ona amendment to the Frontline loan agreement, under which the lender agreed to extend the due date of the loan to March 1, 2012.

On April 15, 2010 the Company entered into a loan agreement in August 2008 for failure$2,000,000 with Winsor Capital Inc. The loan provides for loans of up to make required$2,000,000 to the Company with an initial installment of $250,000 and additional installments of up to $1,750,000 with a 10% interest payments, but Crystalrate. The entire loan amount is secured by 10,000,000 shares of the Company common stock. Each loan installment matures three years from issuance of the installment. The loan has waived default on all interest payments that have not been madean anti-dilution clause for the stock issued as collateral. Stock is issued and delivered proportionately to the delivery of November 9, 2009.funds. Interest expense for the year ended July 31, 2010 was $19,139.

Related Parties Advances

WeThe Company received netadditional advances of $1,346,790$1,252,014 and repaid $1,349,955 in the form of cash, common stock and two Li-ion manufactured electric vehicles from related parties inSalim Rana Investments  (“SSRI”) , a former shareholder, for the year ended July 31, 2009.2010.  During fiscal year ended July 31, 2009, the Company received $2,123,399 and repaid $2,025,458 in the form of cash and common stock.  As of July 31, 2010 and 2009, the amount due to SSRI was $0 and $97,941, respectively.

Our current operating funds are less than necessary for commercialization of our planned products, and therefore we will need to obtain additional financing in order to complete our business plan.  We  anticipate  that up to $2,000,000 of additional working capital will be  required  over the next 12  months  for  market introduction  of these products through joint venture partners or otherwise.  We do not have sufficient cash on hand to meet these anticipated obligations.

We do not currently have any arrangements for financing, and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment.  Market factors may make the  timing,  amount,  terms or  conditions  of  additional  financing unavailable to us.

Our auditors  are of the  opinion  that  our  continuation  as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

1514

Critical Accounting Issues

CRITICAL ACCOUNTING ISSUES

The Company's discussion and analysis of its financial condition and results of  operations are based upon the Company's financial statements, which have been  prepared in accordance with accounting principles generally accepted in the  United States of America. The preparation of the financial statements requires  the Company to make estimates and judgments that affect the reported amount of  assets, liabilities, and expenses, and related disclosures of contingent assets  and liabilities. On an on-going basis, the Company evaluates its estimates,  including those related to intangible assets, income taxes and contingencies and  litigation. The Company bases its estimates on historical experience and on  various assumptions that are believed to be reasonable under the circumstances,  the results of which form the basis for making judgments about 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.

Other Matters

None. 

New Financial Accounting Standards

In February 2007,The Financial Accounting Standards Board (“FASB”) has codified a single source of U.S. Generally Accepted Accounting Principles (“GAAP”), the FASBAccounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including and Amendment of FASB Statement No. 115."  SFAS No. 159 provides entities with an irrevocable option to report selected financial assets and financial liabilities at fair value.  It also establishes presentation and disclosure requirementsaccounting standards that are designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  The Company adopted SFAS No. 159 on August 1, 2008 and chose not to elect the fair value option for its financial assets and liabilities that had not been previously carried at fair value.  Therefore, material financial assets and liabilities not carried at fair value, such as other assets, accounts payable and other liabilities are reported at their carrying values.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquired and the goodwill acquired. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.  SFAS No. 141(R) is effective for which the acquisition date is or after an entities fiscal year end that begins after December 15, 2008.  The provisions of SFAS 141(R) are effective for the Company for the fiscal year ending July 31, 2010. We are evaluating the impact of this standard and do not expect the adoption of SFAS 141(R)expected to have a material impacteffect on itsour financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendmentcondition, results of ARB No. 51” (“SFAS No. 160”).  SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements.  SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of income.  Under SFAS No. 160, the accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation must be accounted for as equity transactions for the difference between the parent’s carrying value and theoperations or cash exchanged in the transaction.  In addition, SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated (except in the case of a spin-off), and requires expanded disclosure in the Consolidated Financial Statements that clearly identify and distinguish between the interests of the parent’s ownership interest and the interests of the noncontrolling owners of a subsidiary.  This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  The Company will adopt SFAS No. 160 on August 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.flows.
 
16

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on August 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities. The Company completed its implementation of SFAS No. 157 effective August 1, 2008 and it did not have a material impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No. 161”).  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In April 2009, the FASB issued FASB Staff Positions ("FSP") FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments".  These FSPs amend rules for other-than-temporary impairments, provide for guidance on calculating fair values in inactive and distressed markets and require quarterly fair value disclosures.  These FSPs are effective for interim and annual reporting periods ending after June 15, 2009, with early adoptions permitted for periods ending after March 15, 2009.  The adoption of these FSPs did not have a material impact on the Company's financial statements.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events."  SFAS No. 165 defines subsequent events as events or transactions that occur after the balance sheet date, but before the financial statements are issued.  It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued.  Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed.  SFAS No. 165 requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date.  SFAS 165 is consistent with current practice and did not have any impact on the Company's consolidated financial statements.  Subsequent events were evaluated through October 13, 2009.
17

In June 2009, the FASB issued SFAS No. 168, the "FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS No. 168), and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative GAAP in the U.S. recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements.  SFAS No. 168 is effective for financial statements issued for interim periods and annual periods ending after September 15, 2009.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates.  We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.  Our debt is at fixed interest rates.

Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

18

Item 8. Financial Statements and Supplementary Data.
  
EV INNOVATIONS, INC.LI-ION MOTORS, CORP.

CONSOLIDATED FINANCIAL STATEMENTS

July 31, 20092010 and 20082009

15

TABLE OF CONTENTS

Page
ReportReports of Independent Registered Public Accounting FirmFirms 2017
  
Consolidated balance sheetBalance Sheets as of July 31, 2010 and  2009 2119
  
Consolidated statementsStatements of operationsOperations for Years Ended July 31, 2010 and July 31, 2009 2220
  
Consolidated statementsStatements of stockholders’ equityCash Flows for the Years Ended July 31, 2010 and July 31, 2009 2321
  
Consolidated statementsStatement of cash flowsStockholders’ Deficiency for the Years Ended July 31, 2010 and July 31, 2009 2422
  
Notes to consolidated financial statementsConsolidated Financial Statements, as of and for the Years Ending July 31, 2010 and 2009 2523

1916

Madsen & Associates, CPA's Inc.
684 East Vine Street
Murray, UT 84107

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Li-ion Motors Corp.
Las Vegas, NV

We have audited the accompanying consolidated balance sheet of Li-ion Motors Corp. (formerly EV Innovations, Inc.) (collectively, the “Company”) as of July 31, 2010, and the related consolidated statements of operations, stockholders' deficiency and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of Li-ion Motors Corp. as of July 31, 2009, were audited by other auditors whose report, dated November 4, 2009, expressed an unqualified opinion on those statements.

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.  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.

In our opinion, the 2010 financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2010, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Madsen & Associates, CPAs Inc.

October 29, 2010

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
EV Innovations, Inc.
Las Vegas, NV

We have audited the accompanying balance sheetssheet of EV Innovations, Inc. (collectively, the “Company”) (a development stage enterprise) as of July 31, 2009, and 2008, and the related statements of operations, stockholders’ deficiency, and cash flows for each of two years in the period ended July 31, 2009.year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company's 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.  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 audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2009, and 2008, and the results of its operations and its cash flows for each of the two years in the periodyear then ended, July 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the company will continue as a going concern.  As shown in the consolidated financial statements, the Company incurred a net loss of $6.8 million for the year ending July 31, 2009.  As of July 31, 2009, current liabilities exceeded current assets by $1.3 million and the Company has a deficit of $3.0 million.  During the year ended July 31, 2009, the Company defaulted on two loans and the shares used as collateral to secure one of the loans was used to extinguish the loan and all unpaid interest.  These factors, and others discussed in Notes 1 and 12, raise substantial doubt about the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

/s/Wiener, Goodman & Company, P.C.
Eatontown, New Jersey
November 4, 2009

18
Li-ion Motors Corp.
(Formerly EV Innovations, Inc.)
Consolidated Balance Sheets

  July 31, 
  2010  2009 
Assets      
       
Current assets:      
Cash and cash equivalents $2,113  $5,182 
Accounts receivable, net of allowance for doubtful accounts of $0  -   13,522 
Note receivable, net of allowance for doubtful account of $841,207  -   - 
Inventories  35,000   227,826 
Employee advances  10,000   1,508 
Other current assets  51,001   18,009 
Total current assets  98,113   266,047 
Property and equipment, net  1,919,681   1,989,981 
         
Deferred patent costs  24,258   24,258 
         
Total assets $2,042,052  $2,280,286 
         
Liabilities and Stockholders' Deficiency        
         
Current liabilities:        
Bank overdrafts $14,104  $- 
Accounts payable and accrued expenses  1,296,734   999,749 
Current portion of long-term debt  22,444   39,702 
Customer deposits  100,000   391,199 
Deferred revenue  501,288   3,808 
Due to related parties  -   97,940 
Total current liabilities  1,934,570   1,532,398 
         
Long-term liabilities:        
Long-term debt, less current portion  5,943,056   3,774,668 
Long-term deferred revenue, less current portion  83,333   - 
          
Total liabilities  7,960,959   5,307,066 
         
Commitments and contingencies  -   - 
         
Stockholders' deficiency        
         
Preferred stock, $.001 par value, 5,000,000 shares authorized, 0 issued and outstanding  -   - 
Common stock, $.001 par value, 100,000,000 shares authorized, 30,047,301 issued and        
outstanding at July 31, 2010 and 20,884,101 at July 31, 2009 respectively  30,047   20,884 
Additional paid-in capital  56,758,511   55,731,174 
Accumulated deficit  (62,699,029)  (58,765,425)
Accumulated other comprehensive income  (8,436)  (13,413)
Stockholders' deficiency  (5,918,907)  (3,026,780)
Total liabilities and stockholders' deficiency $2,042,052  $2,280,286 
See accompanying notes to consolidated financial statements

19

Li-ion Motors Corp.
(Formerly EV Innovations, Inc.)
Consolidated Statements of Operations
 
  For the Years Ended 
  July 31, 
  2010  2009 
Sales $531,381  $475,828 
         
Costs and expenses:        
Cost of sales  559,569   625,866 
General and administrative  2,428,622   4,794,393 
Research and development  1,264,420   1,296,281 
Total costs and expenses  4,252,611   6,716,540 
Loss from continuing operations  (3,721,230)  (6,240,712)
         
Other (expenses)/income:        
Interest expense  (505,371)  (742,825)
Other income  175,341   77,791 
Forgiveness of debt  117,656   87,772 
Loss before provision for (benefit from) income taxes  (3,933,604)  (6,817,974)
Provision for (benefit from) income taxes  -   - 
Net loss  (3,933,604)  (6,817,974)
         
Less: Net loss attributable to noncontrolling interest  -   - 
Net loss attributable to Li-ion Motors Corp $(3,933,604) $(6,817,974)
         
Loss per share - basic and diluted:        
Loss per common share attributable to Li-ion Motors Corp. common shareholders $(0.22) $(0.66)
Weighted average number of shares outstanding - basic and diluted  17,986,016   10,278,989 
Amounts attributable to Li-ion Motors Corp. common shareholders:        
Net loss $(3,933,604) $(6,817,974)

See accompanying notes to consolidated financial statements

20

EV INNOVATIONS, INC.
Consolidated Balance Sheets
Li-ion Motors Corp.
(Formerly EV Innovations, Inc.)
Consolidated Statements of Cash Flows

  July 31, 
  2009  2008 
ASSETS      
Current assets:      
Cash $5,182  $101,095 
Accounts receivable, net of allowance for doubtful accounts of $0  13,522   13,601 
Inventories  227,826   287,310 
Employee advances  1,508   - 
Other current assets  18,009   69,119 
Total current assets  266,047   471,125 
         
Property and equipment, net  1,989,981   2,014,580 
         
Other long term assets:        
Other assets  -   51,600 
Deferred patent costs  24,258   19,903 
Total other long term assets  24,258   71,503 
         
Total Assets $2,280,286  $2,557,208 
         
LIABILITIES AND DEFICIENCY        
         
Current liabilities:        
Current portion of long-term debt $39,702  $32,422 
Accounts payable and accrued expenses  999,749   330,183 
Customer deposits  391,199   149,160 
Deferred revenue  3,808   - 
Advances from related parties  97,940   38,000 
Total current liabilities  1,532,398   549,765 
         
Long-term debt - less current portion above  3,774,668   6,135,408 
         
Commitments and contingencies  -   - 
         
Deficiency:        
EV Innovations, Inc. deficiency:        
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued  -   - 
Common stock, $.001 par value, 50,000,000 authorized; outstanding 20,884,101 at July 31, 2009 and 23,347,257 at July 31, 2008, respectively  20,884   23,347 
Additional paid-in-capital  55,731,174   47,790,509 
Deficit  (58,765,425)  (51,947,451)
Cumulative other comprehensive income (loss)  (13,413)  5,630 
Total EV Innovations, Inc. deficiency  (3,026,780)  (4,127,965)
         
Noncontrolling interest  -   - 
         
Total deficiency  (3,026,780)  (4,127,965)
         
Total liabilities and deficiency $2,280,286  $2,557,208 
  For the Years Ended 
  July 31, 
  2010  2009 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(3,933,604) $(6,817,974)
Adjustments to reconcile net loss to net cash utilized by operating activities        
Depreciation  77,917   82,350 
Loss on disposal of property and equipment  15,242   - 
Provision for doubtful accounts  841,207   - 
Non-cash stock-based compensation  70,000   2,630,000 
Non-cash sale of electric vehicles  (173,000)  - 
Increase (decrease) in cash flows from changes in operating assets and liabilities        
Accounts receivable, net  13,522   79 
Inventories  192,826   59,484 
Employee advances  (8,492)  (1,508)
Prepaid expenses and other current assets  (32,991)  51,110 
Bank overdraft  14,104   51,600 
Accounts payable and accrued expenses  296,985   1,229,237 
Customer deposits  (291,199)  242,039 
Deferred revenue  580,813   3,808 
Net cash used in operating activities  (2,336,670)  (2,469,775)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Additions to property and equipment  (22,857)  (57,751)
Deferred patent costs  -   (4,355)
Net cash utilized in investing activities  (22,857)  (62,106)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Advances on promissory note  (1,282,988)  - 
Payments received on promissory note  441,781   - 
Proceeds from issuance of debt  2,581,645   1,146,481 
Payments on debt  (430,516)  2,174,399 
Advances from related parties  1,252,014   (76,260)
Payments to related parties  (210,455)  (789,609)
Net cash provided by financing activities  2,351,480   2,455,011 
         
Effect of exchange rate changes on cash and cash equivalents  4,977   (19,043)
         
CHANGE IN CASH AND CASH EQUIVALENTS        
Net decrease in cash and cash equivalents  (3,069)  (95,913)
Cash and cash equivalents at beginning of year  5,182   101,095 
Cash and cash equivalents at end of year $2,113  $5,182 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES        
Cash paid during the period for:        
Interest $352,129  $119,032 
Income taxes $-  $- 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES        
Shares issued for related party advances $966,500  $1,286,850 
Accrued expenses transferred to long-term debt $-  $538,319 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSee accompanying notes to consolidated financial statements

21
 
EV INNOVATIONS, INC.
Consolidated Statements of Operations
Li-ion Motors Corp.

(Formerly EV Innovations, Inc.)
  YEARS ENDED 
  July 31, 
  2009  2008 
Sales $475,828  $199,801 
         
Costs and expenses:        
Cost of sales  625,866   384,267 
General and administrative  4,794,393   3,477,077 
Research and development  1,296,281   1,402,077 
Loss from sale of other assets  -   804,652 
   6,716,540   6,068,073 
         
Loss from continuing operations  (6,240,712)  (5,868,272)
         
Other income (expense):        
Interest expense  (745,118)  (231,114)
Interest income  2,293   - 
Other income  77,791   34,546 
Forgiveness of debt  87,772   - 
         
Net loss before provision for (benefit-from) income taxes  (6,817,974)  (6,064,840)
         
Provision for (benefit from) income tax  -   - 
         
Net loss  (6,817,974)  (6,064,840)
         
Discontinued operations:        
Loss from discontinued operations  -   (563,289)
Gain on disposal of discontinued operations  -   90,069 
Net loss on discontinued operations  -   (473,220)
         
Loss from continued and discontinued operations  (6,817,974)  (6,538,060)
         
Less: Net loss attributable to noncontrolling interest  -   2,377 
         
Net loss attributable to EV Innovations, Inc. $(6,817,974) $(6,535,683)
         
Loss per share - basic and diluted - continuing operations:        
Loss per common share attributable to EV Innovations, Inc.        
common shareholders $(0.33) $(1.06)
         
Weighted shares outstanding - basic and diluted - continuing operations  20,558,046   5,733,513 
         
Loss per share - basic and diluted - discontinued operations:        
Loss per common share attributable to EV Innovations, Inc.        
common shareholders $-  $(0.08)
         
Weighted shares outstanding - basic and diluted - discontinued operations  20,558,046   5,733,513 
         
Amounts attributable to EV Innovations, Inc. common shareholders:        
Net loss $(6,864,894) $(6,535,683)
Statement of Stockholders' Deficiency

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the Years Ended As Noted

  
Number of
Common Shares
  
Common Shares
$0.001
Par Value
  
Additional Paid
in
Capital
  
Accumulated
Deficit
  
Accumulated Other
Comprehensive
Income (Loss)
  
Comprehensive
Income (Loss)
  Total 
                      
Balance - August 1, 2008
  23,347,257  $23,347  $47,790,509  $(51,947,451) $5,630     $(4,127,965)
Exercise of stock options  3,500   4   (4)  -   -      - 
1:3 Reverse stock split adjustment  (15,566,844)  (15,567)  15,567   -   -      - 
Issuance of non-employee stock options  -   -   2,630,000   -   -      2,630,000 
Common stock issued as collateral on loan  11,666,664   11,667   (11,667)  -   -      - 
Exercise of stock options  1,433,524   1,433   1,285,417   -   -      1,286,850 
Conversion of loan to equity  -   -   4,000,000   -   -      4,000,000 
Conversion of accrued interest to equity  -   -   21,352   -   -      21,352 
Foreign currency translation  -   -   -   -   (19,043) $(19,043)  (19,043)
Net Loss              (6,817,974)      (6,817,974)  (6,817,974)
Comprehensive loss    -   -   -       -  $(6,837,017)  - 
Balance - July 31, 2009  20,884,101   20,884   55,731,174   (58,765,425)  (13,413)      (3,026,780)
Exercise of stock options  685,000   685   615,815   -   -       616,500 
1:2 Reverse stock split adjustment  (10,779,696)  (10,780)  10,780   -   -       - 
Common stock issued as collateral on loan  3,749,999   3,750   (3,750)  -   -       - 
Common stock issued as collateral on loan  10,000,000   10,000   (10,000)  -   -       - 
Exercise of stock options  500,000   500   349,500               350,000 
1:5 Forward split adjustment  5,007,897   5,008   (5,008)  -   -       - 
Issuance of non-employee stock options  -   -   70,000   -   -       70,000 
Foreign currency translation  -   -   -   -   4,977  $4,977   4,977 
Net Loss    -   -   -   (3,933,604)  -   (3,933,604)  (3,933,604)
Comprehensive loss                     $(3,928,627)  - 
Balance - July 31, 2010  
  30,047,301  $30,047  $56,758,511  $(62,699,029) $(8,436)     $(5,918,907)
See accompanying notes to consolidated financial statements

22

Li-ion Motors Corp.
(Formerly EV Innovations, Inc.)
Notes to Consolidated Financial Statements
For the Years Ended and as of July 31, 2010 and 2009

EV INNOVATIONS, INC.
Consolidated Statement of Stockholders' Equity (Deficiency)

              Cumulative       
        Additional     Other       
  Common stock  Paid-in     Comprehensive  Noncontrolling    
  Shares  Amount  Capital  Deficit  Income (loss)  Interest  Total 
                      
Balance August 1, 2007  39,500,511  $39,501  $46,569,703  $(45,414,145) $(7,860) $2,377  $1,189,576 
                             
Stock issuances                            
Value of stock options issued (valued at $1.8933 per share)  -   -   804,652   -   -   -   804,652 
Common stock issued as collateral on loan  10,000,000   10,000   (10,000)  -   -   -   - 
1:7 Reverse stock split  (42,428,598)  (42,429)  42,429   -   -   -   - 
Common stock issued as collateral on loan  16,071,427   16,071   (16,071)  -   -   -   - 
Exercise of options (valued at $1.96 per share)  203,917   204   399,796   -   -   -   400,000 
Net loss for the year  -   -   -   (6,533,306)  -   (2,377)  (6,535,683)
                             
Foreign currency transactions  -   -   -   -   13,490   -   13,490 
                             
Balance July 31, 2008  23,347,257   23,347   47,790,509   (51,947,451)  5,630   -   (4,127,965)
                             
Stock issuances                            
Exercise of options (valued at $0.90 per share)  3,500   4   (4)  -   -   -   - 
1:3 Reverse stock split adjustment  (15,566,844)  (15,567)  15,567   -   -   -   - 
Value of stock options issued (valued at $0.90 per share)  -   -   2,630,000   -   -   -   2,630,000 
Common stock issued as collateral on loan  11,666,664   11,667   (11,667)  -   -   -   - 
Exercise of options (valued at $0.90 per share)  1,433,524   1,433   1,285,417   -   -   -   1,286,850 
Conversion of loan to equity  -   -   4,000,000   -   -   -   4,000,000 
Conversion of accrued interest to equity  -   -   21,352   -   -   -   21,352 
Net loss for the period  -   -   -   (6,817,974)  -   -   (6,817,974)
                             
Foreign currency transactions  -   -   -   -   (19,043)  -   (19,043)
                             
Balance July 31, 2009  20,884,101  $20,884  $55,731,174  $(58,765,425) $(13,413) $-  $(3,026,780)

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

23

EV INNOVATIONS, INC.
Consolidated Statements of Cash Flows

  YEARS ENDED 
  July 31, 
  2009  2008 
Cash provided by (used in) Operating Activities:      
Net (loss) $(6,817,974) $(6,538,060)
Items not affecting cash flows        
Depreciation and amortization  82,350   103,407 
Bad debt expense  -   9,678 
Non cash stock-based compensation  2,630,000   804,652 
Gain on sale of subsidiary  -   (90,069)
Loss from discontinued operations  -   563,289 
Gain/loss of sale of other assets  -   788 
Changes in operating assets and liabilities        
(Increase) decrease in accounts receivable  79   (21,285)
Decrease in inventories  59,484   138,465 
(Increase) in employee advances  (1,508)  - 
(Increase) decrease in prepaid expenses and other assets  51,110   (8,886)
Decrease in other assets  51,600   - 
Increase (decrease) in accounts payable and accrued expenses  1,229,237   (159,605)
Increase in customer deposits  242,039   149,160 
(Increase) decrease in deferred revenue  3,808   (2,990)
Cash used in operating activities  (2,469,775)  (5,051,456)
         
         
Cash provided by (used in) Investing Activities:        
Proceeds from sale of subsidiary  -   215,000 
Decrease in marketable securities - restricted  -   41,224 
Purchase of property and equipment  (57,751)  (106,750)
Proceeds from sale of property and equipment  -   108,318 
Investment in subsidiaries  -   (688,220)
Increase in deferred patent costs  (4,355)  (19,903)
Cash used in investing activities  (62,106)  (450,331)
         
         
Cash provided by (used in) Financing Activities:        
Proceeds from the issuance of debt  1,146,481   6,194,713 
Advances from related parties  2,174,399   3,867,791 
Payments of related party advances  (827,609)  (3,405,286)
Payments of debt  (38,260)  (1,071,601)
Cash provided by financing activities  2,455,011   5,585,617 
         
Effect of exchange rate changes on cash and cash equivalents  (19,043)  13,490 
         
Net increase (decrease) in cash  (95,913)  97,320 
         
Cash at beginning of period  101,095   3,775 
         
Cash at end of period $5,182  $101,095 
         
Supplemental information:        
Cash paid during the year for:        
Interest paid $119,032  $231,114 
Income taxes paid $-  $- 
Non - cash financing activities:        
Shares issued for related party advances $1,286,850  $400,000 
Accrued expenses transferred to long term debt $538,319  $- 
Conversion of accrued interest to equity $21,352  $- 
Conversion of loan to equity $4,000,000  $- 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

24
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
Note 1. Financial statement presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representations of management. These accounting policies conform to accounting policies generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.Statement Presentation

History and Nature of Business

Li-ion Motors Corp (formerly EV Innovations, Inc. (formerly Hybrid Technologies, Inc., the “Company”) was incorporated under the laws of the State of Nevada on April 12, 2000. EV Innovations, Inc.'s (the “Company”)The “Company’s” original business was the exploration and development of mineral interests. The Company abandoned these intereststhis business in 2003.

The Company is currently pursuing the development and marketing of electric powered vehicles and products based on the advanced lithium battery technology it has developed. As of July 31, 2009 the Company no longer considersconsidered itself a development stage company as planned principal operations have beganbegun in its primary line of business. The Company is organized by line of business and geographic area. The Company had two businesses, telecommunication services and the development and sale of electric powered vehicles.

On April 16, 2008, the Company sold their controlling interest of approximately 69% of the outstanding common stock in Zingo, Inc. (now(presently Superlattice Power, Inc., “SPI”). Prior to April 16, 2008, SPI was a related party whothat provided telecommunication services to business and residential customers utilizing VOIP technology and currently is researching and developing rechargeable lithium ion batteries.

Effective April 15, 2008, the Company entered into a license agreementLicense Agreement (“License Agreement”) with SPI providing for their license to SPI of their patent applications and technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“licensed products”Licensed Products”). Under the license agreement,License Agreement, the Company has the right to purchase their requirements of lithium ion batteries from SPI, and their requirements of lithium ion batteries shall be supplied by SPI in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPI. The Company’s cost for lithium ion batteries purchased from SPI shall be SPI’s actual manufacturing costs for such batteries for the fiscal quarter of SPI in which the Company’s purchase takes place. On May 25, 2010 the license agreement was amended to reflect Superlattice’s territory would only be the United States and US possessions and territories and we can license to other companies in other parts of the world. The Company issued a license to a firm for the rights in Canada in 2010.

Under the terms of the license agreement, SPI has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products. To date, investments have been made inSPI has not met the amount of $264,043minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement.  The Company has advised SPI  in a letter dated October 1, 2009, that it will not give notice of default against SPIthem for their failure to comply with this covenant inover the first yearterm of the termLicense Agreement.

Effective May 28, 2010 the Company entered into a ten year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for the Company to license to LEVC certain of the Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the license agreement.

Basis of presentation
The Company’s financial statements for the year ended July 31, 2009 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As of July 31, 2009, the Company had a working capital deficiency of approximately $1.3 million and a deficiency of approximately $3.0 million. In addition, during the year ended July 31, 2009, the Company defaulted on interest payments on two loans and the shares used as collateral to secure the loan to Wyndom Capital Investments, Inc. (“Wyndom”) was used to extinguish the loan and all unpaid interest. The 10,000,000 shares to Wyndom to extinguish the debt represents 47.9% of the Company’s outstanding shares, sufficient to make Wyndom the controlling shareholder. The Company currently is still in default on the interest payments for the second loan. See Note 6 for further information. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.Presentation

The Company’s business is subject to most of the risks inherent in the establishment of a new business enterprise. The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the formation of a new business, risingraising operating and development capital,  and the marketing of a new product.  There is no assurance the Company will ultimately achieve a profitable level of operations.

On October 27, 2010, the Company received $2.5 million as an award from Automotive X-Prize (see Note 15) and during the past fiscal year entered into a ten year license agreement with LEVC expanding the Company's products and technology in Canada.  The Company expects the funds received from Automotive X-Prize and LEVC and the expected revenue from operations to be sufficient to cover operations over the next twelve months.
 
2523
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations.  The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its current activities and complete its proposed activities. However, there is no assurance that additional capital will be obtained. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

On December 24, 2007, the Company shareholders approved the increase of the authorized shares of the Company from 50,000,000 to 250,000,000. In January 2008, the Company’s shareholders approved a one-for-seven reverse stock split. The number authorized shares were reduced from 250,000,000 to 35,714,285 shares.

In January 2009, the Company’s shareholders approved a one-for-three reverse stock split of its outstanding common shares which became effective on February 19, 2009. Also on February 19, 2009 the authorized shares of the Company was increased from 35,714,285 to 50,000,000 shares.

Net loss per common shareIn January 2010, the Board of Directors approved a merger with a 100% subsidiary resulting in the change of the Company’s name to Li-ion Motors, Corp. The Board of Directors also approved a two-for-one reverse split that was effective February 1, 2010  and the authorized shares were decreased in the same ratio to 25,000,000 shares.   By motion of the Board on May 17, 2010, the authorized was increased from 25,000,000 shares to 100,000,000 shares.

Except for the year ended July 31, 2008presentation of common shares authorized and issued on the consolidated balance sheet and shares presented in the consolidated statement of stockholders' deficiency, all shares and par share information has been revised.  See Note 8, "Net loss per common share", for other information.revised to give retroactive effect to the reverse stock splits.

SIGNIFICANT ACCOUNTING POLICIESOn April 20, 2010, the Company approved a 20% restricted stock dividend for the holders of its common stock, consisting of one share of common stock for each five shares held of record on the May 28, 2010 record date.

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) established Accounting Standards Codification (“ASC”) as the primary source of authoritative generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities.  Although the establishment of the ASC did not change current GAAP, it did change the way we refer to GAAP throughout this document to reflect the updated referencing convention.

Note 2.  Summary of Significant Accounting Policies

Basis of consolidationConsolidation

The consolidated financial statements included the accounts and records of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company does not have any special purpose entities. For those consolidated subsidiaries in which the company's ownership is less than 100 percent (100%), the outside stockholders' interests are shown as noncontrollingnon-controlling interest.  The noncontrollingnon-controlling interest of the company's earnings or loss is classified as net income (loss) attributable to noncontrollingnon-controlling interest in the consolidated statement of operations.

The following is a listing of the Company's subsidiaries and its ownership interests:

Global Electric, Corp.  67.57%
R Electric Car, Co.  67.57%
Solium Power, Corp.  67.57%
Hybrid Technologies USA Distributing Inc.  100.00100%
Hybrid Electric Vehicles India Pvt. Ltd.  100.00100%

Use of Estimates

The preparation of financial statements prepared in accordance with the accounting standardsprinciples generally accepted in the United States of America requires managementthe Company to make estimates and assumptionsjudgments that affect the reported amounts of assets, liabilities, revenues and liabilitiesexpenses, and disclosure of contingent assets and liabilities atliabilities. On an on-going basis, the dateCompany evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long-lived assets and goodwill, income taxes, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results couldmay differ from those estimates.

24

Fair value of financial instruments
The fair value of accounts receivables, accounts payable and accrued expenses, long term debt, customer advances, and advances from related parties approximates fair value based on their short maturities.Value Measurements

In September 2006,The Company utilizes the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"), which definesaccounting guidance for fair value establishes a frameworkmeasurements and disclosures for measuring fair valueall financial assets and expands disclosures about fair value measurements.  SFAS No. 157 is effective as of the beginning of the Company's 2009 fiscal year.  In February 2008, the FASB deferred the effective date of SFAS No. 157 for non-financialliabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis or on a nonrecurring basis untilduring the beginning of fiscal year 2010.reporting period.  The Company adopted SFAS No. 157 with respectfair value is an exit price, representing the price that would be received to financial assets and liabilities on August 1, 2008.  There was no material effect on the financial statements upon adoption of this new accounting pronouncement.  The impact on the financial statements from adoption of SFAS No. 157 as it pertains to non-financial assets and liabilities has not yet been determined.
26
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
SFAS No. 157 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity ofsell an asset or replacement cost).paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date.  The statementCompany utilizes market data or assumptions that market participants would use in pricing the asset or liability.  The accounting guidance establishes a three-tier fair value hierarchy, thatwhich prioritizes the inputs to valuation techniques used to measurein measuring fair value into three broad levels:value.  These tiers are defined as follows:

Level 1: Unadjusted1 - -  Observable inputs such as quoted market prices in active markets

Level 2 -  Inputs other than quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Inputs, other than quoted prices that are observable for the asset or liability, either directly or indirectly.indirectly observable

Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of July 31, 2010, the Company held certain financial assets that are measured at fair value on a recurring basis.  These includeconsisted of cash and cash equivalents.  The fair values of the cash and cash equivalents is determined based on quoted market prices for similar assets or liabilities in activepublic markets and quoted prices for identicalis categorized as Level 1.  The Company does not have any financial assets measured at fair value on a recurring basis as Level 3 and there were no transfers in or similar assetsout of Level 1, Level 2 or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect3 during the reporting entity's own assumptions.years ended July 31, 2010 and 2009.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets measuredaccounted for at fair value on a recurring basis as of July 31, 2009 are as follows:2010 and 2009.

Assets: Level 1  Level 2  Level 3  July 31, 2009 
Cash and cash equivalents $5,182  $-  $-  $5,182 
     Assets at Fair Value as of July 31, 2010 and 2009 Using 
     
Quoted Prices in
Activated Markets for
Identical Asssets
  
Significant Other
Observable Inputs
  
Significant Observable
Inputs
 
  Total  (Level 1)  (Level 2)  (Level 2) 
July 31, 2010            
Cash and Cash Equivalents $2,113  $2,113  $-  $- 
                 
July 31, 2009                
Cash and Cash Equivalents $5,182  $5,182  $-  $- 

AccountsThe Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above.  Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values.  The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of July 31, 2010.

Non-financial assets and liabilities, such as goodwill and long-lived assets, are accounted for at fair value on a nonrecurring basis.  These items are tested for impairment on the occurrence of a triggering event or in the case of goodwill, on at least an annual basis.  The Company's annual test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the testing date.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments, which are readily convertible into cash with original maturities of three months or less.

 Accounts Receivable

The Company provides credit to customers in the normal course of business. An allowance for doubtful accounts receivable is estimated by management based in part on the aging of receivables and historical transactions. Periodically management reviews accounts receivable for accounts that appear to be uncollectible and writes off these uncollectible balances against the allowance accordingly.

25

Inventories

Inventories are stated at the lower of cost or market. Cost ismarket using the first-in, first-out (“FIFO”) method. The Company may write down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based on the specific identification method.upon assumptions about future demand and market conditions.

Property and equipmentEquipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

 Lives Methods
Building improvements 
Building Improvements39 yearsYears Straight lineLine
Furniture and fixturesFixtures10 years AcceleratedDeclining Balance
Software3-5 years Straight lineLine
Computers5 years Straight lineLine

Significant improvements are capitalized, while maintenance and repairs are charged to operations as incurred.

Long-Lived Assets

The Company accounts for long-lived assets in accordance with FASB ASC 360-10-35, “Impairment or Disposed of Long-lived Assets”, (“ASC 360-10-35”). The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that may suggest impairment. The Company believes the estimate of its valuation of long-lived assets is a “critical accounting estimate” because if circumstances arose that led to a decrease in the valuations it could have a material impact on the Company’s results of operations. The Company recognizes impairment when the sum of undiscounted future cash flows is less than the carrying amount of the asset. The write down of the asset is charged to the period in which the impairment occurs.  The Company does not believe that any changes have taken place.

Deferred patent costsPatent Costs

The Company capitalizes costs directly incurred in pursuing patent applications as deferred patent costs. When such applications result in an issued patent, the related costs are amortized over the remaining legal life of the patents, which is assumed to be three to five17 years, using the straight-line method. On a quarterly basis, the Company reviews the issued patents and pending patent applications and if the Company determines to abandon a patent application, or an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. As of July 31, 2009 there2010 our patents were only pending patent applications.
27
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
Stock based compensation
The Company issues stock options to employees and other certain service providers under stockholder approved stock option programs that providein the right to purchase the Company’s stock pursuant to stock purchase programs. The Company also issued common stock for services performed.  The fair value of the stock options issued is estimated on the date of grant using the Black Scholes Option Pricing Model.  The fair value of common stock issued for services is estimated on the date of issuance based on the value of the stock issued or the consideration received.  See Note 9 of Notes to Consolidated Financial Statements for further disclosures and discussions.approval processing phase.

Revenue recognitionRecognition

The Company recognizes revenue in accordance with the guidance contained in SEC StaffFinancial Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements"Standards Board Accounting Standards Codification 605, “Revenue Recognition”, (“ASC 605”) and other relevant accounting literature.  Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the resulting receivable is deemed reasonably assured by management, persuasive evidence of an arrangement exists and the sale price is fixed and determinable.

Revenue received from the sale of license agreements is earned over the life of the agreement.  Revenue received but not earned is classified as deferred revenue on the Company's consolidated balance sheet.

The Company typically has a twenty-four month warranty policy for workmanship defects.  The Company establishes an accrual for warranty work and expenses the amount over a two year period.

26

Customer Deposits

The Company receives advances from customers for automobiles to be manufactured in the future.  The Company applies these advances against future billings.  As of July 31, 2010 and 2009, customer deposits amounted to $100,000 and $391,199, respectively.

Shipping and handlingHandling

Shipping and handling costs related to services and product sales are expensed as incurred.


Advertising

Advertising costs are expensed as incurred and are included in general and administrative expenses. Total advertising expenditures for the yearsyear ended July 31, 2010 and 2009 and 2008 amounted to approximately $527,000$73,975  and $755,000,$526,811, respectively.

Research and developmentDevelopment

ResearchNo set amount has been set aside for research and development (“R&D”) expenses are expensed as incurred.  All, however, all projects and purchases must be approved before being started or purchased.  Forrequire approval prior to  initiation. Salaries, payroll taxes, and benefits expensed to R&D for the yearsyear ending  July 31, 20092010, amounted to $1,107,532 and 2008,$1,054,749 for year ending July 31, 2009. Parts and supplies expensed to R&D amounted to approximately $1,296,000was $129,728 and $1,402,000,$202,167 for the year endings July 31, 2010 and July 31, 2009, respectively. Included in R&D are salariesShipping charges and wages, parts and supplies, shipping charges, battery management systems were $27,160 and other R&D expenses. Internally generated R&D$39,365, for the year ending July 31, 2010 and July 31, 2009 respectively. We expect that research and development expenses are included in the total.will continue to remain substantial and grow as we aggressively move to bring products to market

Concentration of riskRisk

The Company maintains cash deposit accounts and may have certificates of deposits which at times may exceed federally insured limits. These accounts have not experienced any losses and the Company believes it is not exposed to any significant credit risk related to cash.

Income taxes

The Company accounts forDeferred income taxes using an asset and liability approach under which deferred income taxestax assets or liabilities are recognized by applying enacted tax rates applicable to future years tocomputed based on the temporary differences between the financial statement carrying amounts and theincome tax bases of reported assets and liabilities.

The principal item giving rise to deferred taxes isliabilities using the net operating loss carry forward.

Effective August 1, 2007, uncertainstatutory marginal income tax positions are accounted forrate in accordance with FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes."  See Note 11 for further discussion.

Long-lived assets
The Company accounts for long-lived assets in accordance with Statement of Financial Accounting Standard No. 144 (SFAS 144) "Accounting for Long-Lived Assets". The carrying value of long-lived assets is reviewed on a regular basiseffect for the existence of facts and circumstances that may suggest impairment. The Company recognizes impairment when the sum of undiscounted future cash flows is less than the carrying amount of the asset. The write down of the asset is charged to the periodyears in which the impairment occurs.differences are expected to reverse. Deferred income tax expenses or credits are based on the changes in the deferred income tax assets or liabilities from period to period. A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. 
28
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009

Foreign currency translationCurrency Translation

The functional currency for some foreign operations is the local currency. The reporting currency is the US Dollar. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Cumulative Other Comprehensive Income (Loss). The translation gains or losses for the years ended July 31, 2010 and 2009 were $4,977 and 2008 were approximately $19,000 loss and $13,000 gain,$19,043, respectively.

Comprehensive lossLoss

The Company reports comprehensive loss in accordance with the requirements of SFAS No. 130.FASB ASC 220-10-15, “Comprehensive Income”, and (“ASC 220-10-15”). For the years ended July 31, 20092010 and 2008,2009, the difference between net loss and comprehensive loss iswas foreign currency translation.

Loss perPer Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period.  Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. All potentially dilutive securities, which include options and warrants convertible into 0 and 1,585,000 and 31,857commoncommon shares at July 31, 20092010 and 2008,2009, respectively, have been excluded from the computations, as their effect is anti-dilutive.

27

Discontinued OperationsRecently Issued Pronouncements

In April 2008,FASB has codified a single source of U.S. Generally Accepted Accounting Principles, the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.

Note 3. Notes Receivable

The Company completed the saleadvanced Superlattice Power, Inc. $1,282,988, of SPI. The operations of SPI were accounted for as discontinued operations in the consolidated financial statements for the years presented herein.  The divestiture resulted in a loss of $0 and $473,220, respectively, forwhich $441,781 was repaid during the year ended July 31, 2010. As of July 31, 2010 and July 31, 2009, and 2008.

Summarized combined statement of loss for discontinued operations is as follows:

  YEARS ENDED 
  July 31, 
  2009  2008 
Net sales $-  $600,303 
Loss before income tax  -   (1,163,592)
Provision for income taxes  -   - 
Loss from operations - net tax  -   (563,289)
Gain on sale of discontinued operations  -   90,069 
Provision for income taxes  -   - 
Loss from discontinued operations - net of tax $-  $(473,220)

Reclassification
Certain reclassifications have been madethe amount due to the prior year’s financial statements to conformCompany was $841,207 and $0, respectively. The balance due to the current year presentation. These reclassifications have had no impact on the net loss. The reclassification consistedCompany has provided a valuation allowance and included in selling, general and administrative expenses, as an allowance for doubtful account, due to uncertain prospect of other assets being reclassified as marketable securities. Effective January 1, 2009, the Company completed its implementation of SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51".  As a result of adopting SFAS No. 160, prior year’s balances were reclassified to conform to correct presentation.

Recently issued accounting pronouncements
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115."  SFAS No. 159 provides entities with an irrevocable option to report selected financial assets and financial liabilities at fair value.  It also establishes presentation and disclosure requirements that are designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities.  The Company adopted SFAS No. 159 on August 1, 2008 and chose not to elect the fair value option for its financial assets and liabilities that had not been previously carried at fair value.  Therefore, material financial assets and liabilities not carried at fair value, such as other assets, accounts payable and other liabilities are reported at their carrying values.
29
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquired and the goodwill acquired. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination.  SFAS No. 141(R) is effective for which the acquisition date is or after an entities fiscal year end that begins after December 15, 2008.  The provisions of SFAS 141(R) are effective for the Company for the fiscal year ending July 31, 2010. We are evaluating the impact of this standard and do not expect the adoption of SFAS 141(R) to have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”).  SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements.  SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of income.  Under SFAS No. 160, the accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation must be accounted for as equity transactions for the difference between the parent’s carrying value and the cash exchanged in the transaction.  In addition, SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated (except in the case of a spin-off), and requires expanded disclosure in the Consolidated Financial Statements that clearly identify and distinguish between the interests of the parent’s ownership interest and the interests of the noncontrolling owners of a subsidiary.  This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  The Company will adopt SFAS No. 160 on August 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.
In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on August 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities. The Company completed its implementation of SFAS No. 157 effective August 1, 2008 and it did not have a material impact on its financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No. 161”).  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.
30
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
In April 2009, the FASB issued FASB Staff Positions ("FSP") FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments".  These FSPs amend rules for other-than-temporary impairments, provide for guidance on calculating fair values in inactive and distressed markets and require quarterly fair value disclosures.  These FSPs are effective for interim and annual reporting periods ending after June 15, 2009, with early adoptions permitted for periods ending after March 15, 2009.  The adoption of these FSPs did not have a material impact on the Company's financial statements.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events."  SFAS No. 165 defines subsequent events as events or transactions that occur after the balance sheet date, but before the financial statements are issued.  It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued.  Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed.  SFAS No. 165 requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date.  SFAS 165 is consistent with current practice and did not have any impact on the Company's consolidated financial statements.  Subsequent events were evaluated through November 4, 2009.

In June 2009, the FASB issued SFAS No. 168, the "FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 168 replaces SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS No. 168), and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative GAAP in the U.S. recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements.  SFAS No. 168 is effective for financial statements issued for interim periods and annual periods ending after September 15, 2009.collection.

Note 2.4. Inventories

Inventories consist of the following:

  July 31, 
  2009  2008 
Raw materials $119,153  $134,456 
Work in progress  108,673   117,124 
Finished goods  -   35,730 
  $227,826  $287,310 
  Years Ended 
  July 31, 
  2010  2009 
Raw Materials $-  $119,153 
Work-In-Progress  -   108,673 
Finished Goods  35,000   - 
  $35,000  $227,826 

Raw materials, work in progress and finished goods for the year ended July 31, 2010, and year ended July 31, 2009, isare related to the Company’s planned sales of electric powered vehicles.

31
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
Note 3.5. Property and equipmentEquipment

Property and equipment consistsconsist of:

  Years Ended 
  July 31, 
  2010  2009 
Building and Improvements $1,287,001  $1,274,636 
Furniture and Fixtures  15,794   29,023 
Office Equipment  146,016   143,965 
Machinery and Equipment  36,971   36,971 
Vehicles  66,429   60,979 
Software Costs  28,913   32,924 
Land  700,000   700,000 
   2,281,124   2,278,498 
         
Less Accumulated Depreciation  (361,443)  (288,517)
Net Property and Equipment $1,919,681  $1,989,981 
 
  July 31, 
  2009  2008 
Building and improvements $1,274,636  $1,272,352 
Furniture and fixtures  29,023   19,548 
Office equipment  143,965   137,030 
Machinery and equipment  36,971   19,026 
Vehicles  60,979   60,979 
Software costs  32,924   11,874 
Land  700,000   700,000 
   2,278,498   2,220,809 
Less accumulated depreciation  (288,517)  (206,229)
  $1,989,981  $2,014,580 

28
For
Depreciation expense for the yearsyear ended July 31, 2010 and 2009 was $77,917 and 2008, depreciation amounted to $82,350, respectively and $103,407, respectively.is included in selling, general and administrative expenses on the Company’s consolidated statement of operations.

Note 4.6. Other assetsCurrent Assets

On June 28, 2006, the Company executed two $50,000 notes, one bearing interest at 6%
  Years Ended 
  July 31, 
  2010  2009 
Retainers   $7,500  $- 
Deferred Warranty Asset  25,594   - 
Prepaid Expenses  17,907   18,009 
Total $51,001  $18,009 

Note 7. Accounts Payable and the other non-interest bearing note, to a contractor, as compensation for monies paid by the Company to the contractor for the contractor to file for a patent,Accrued Expenses

Accounts payable and $50,000 for inventory that was either missing or damaged. The patent that the contractor received with the money of EVI was assigned to EVI as collateral until both notesaccrued expenses and interest were paid in full. On August 19, 2008, the non-interest bearing note in the amount of $50,000 was repaid. On February 19, 2009, the interest bearing note in the amount of $50,000, plus interest of $8,319, was repaid and the patent that was being held as collateral was returned. The interest bearing note is included in other current assets on the Company's balance sheetliabilities at July 31, 2008.2010 and 2009 consisted of:

  Years Ended 
  July 31, 
  2010  2009 
Accounts Payable $422,018  $460,896 
Accounts Payable - Related Parties  63,325   - 
Wages, Paid Leave and Payroll Related Taxes  407,884   267,353 
Accrued Interest  114,619   121,344 
Legal Settlements  177,500   - 
Other  111,388   150,156 
Total   $1,296,734  $999,749 

Note 5.8. Advances from related partiesTo/From Related Parties and related party transactions

During the years ended July 31, 2009 and 2008, the Company received and repaid additional advances from Del Mar Ventures Corp, a company owned by Aarif Jamani (a Company stockholder) of $0 and $0 in 2009, and $9,940 and $10,000, respectively in 2008. As of July 31, 2009 and 2008, the balance was $0.Related Party Transactions

The Company received additional advances of $1,252,014 and repaid additional advances$1,349,955 in the form of cash, common stock and two Li-ion manufactured electric vehicles from SSRI (owned bySalim Rana Investments  (“SSRI”) , a Company stockholder)former shareholder, for the yearsyear ended July 31, 2010.  During fiscal year ended July 31, 2009, the Company received $2,123,399 and 2008repaid $2,025,458 in amountsthe form of approximately $2,174,400cash and $827,600, respectively for 2009 and $3,732,000 and $3,592,000, respectively for 2008. The Company also issued shares of stock for payment of debt for the years ended July 31, 2009 and 2008 in mounts of approximately $1,286,900 and $400,000, respectively.common stock.  As of July 31, 20092010 and 2008,2009, the amount due to SSRI was $97,940$0 and $38,000,$97,941, respectively.

The Company received and repaid additionaldid not receive or repay any advances from A & S Holding (owned byto Greg Navone, a previousformer Director of the Company, president) forduring the yearsyear ended July 31, 2010.  During the year ended July 31, 2009 and 2008 in the amount of $0 and $0 for 2009 and $11,000 and $0, respectively for 2008. As of July 31, 2009 and 2008, the amount due to the Company was $0.

The Company received and repaid additional advances from Greg Navone (Director of the Company prior to July 10, 2009) for the years ended July 31, 2009 and 2008 in amount of $51,000 and $51,000, respectively for 2009 and $115,000 and $0, respectively for 2008. As of July 31, 2009 and 2008, the amount due to the Company was $0.  Greg$51,000.  Mr. Navone resigned as a Directordirector of the Company on July 10, 2009. The Company owes director fees to Mr. Navone in the amount of $4,665 which is included in the accounts payable on the Company’s consolidated balance sheet as of July 31, 2010.
32
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009

Due from related parties and advances from related parties are reported as current assets or liabilities. These advances are not subject to written agreements and have no specific repayment terms but are deemed due on demand and are not interest bearing notes except for the Greg Navone note.notes.
29

Note 6. Long-term debt9. Long-Term Debt

Long-term debt consists of:

  July 31,  July 31, 
  2009  2008 
10.875% note payable to Bayview Loan      
Servicing, LLC, payable in monthly      
installments of approximately $11,388 including      
interest, collateralized by real property      
due in full on or before December 2022 (1) $954,631  $984,204 
         
10% note payable to Wyndom Capital        
Investments, Inc., payable in October 2010        
collateralized by 10,000,000 shares of        
the Company's common stock that was        
collected by Wyndom Capital on June 16,        
2009 for default on the loan (2)  —   3,971,150 
         
10% note payable to Crystal Capital        
Ventures, payable in May 2011        
collateralized by 7,500,000 shares of        
the Company's common stock (3)  2,853,859   1,211,000 
         
15.8% note payable to Allegiance        
Direct Bank, payable in monthly        
installments of approximately $525,        
due in full on October 2008 (4)  5,880   1,476 
   3,814,370   6,167,830 
Less current portion  (39,702)  (32,422)
  $3,774,668  $6,135,408 
  Years Ended 
  July 31, 
  2010  2009 
5% Note payable to Bayview Loan Servicing, LLC, payable in monthly installments of $5,349 including interest, collateralized by real property due in full on or before March 2038 (1) $953,437  $954,631 
         
10% Note payable to Crystal Capital Ventures, payable in May 2012 collateralized by 9,000,000 shares of the Company's common stock (2)  3,000,000   2,853,859 
         
11.24% Note payable to Allegiance Direct Bank, payable in monthly installments of approximately $1000, due in full on February 28, 2011 (3)  5,000   5,880 
         
12% Note  payable to Frontline Asset Management, payable in monthly installments of interest only, due in full on March 1, 2012 (4)  1,235,404   - 
         
10% Note payable to Winsor Capital Inc. due in full on April 15, 2013 collaterized by 12,000,000 shares of the Company's common stock (5)  771,659   - 
   5,965,500   3,814,370 
Less Current Portion  (22,444)  (39,702)
  $5,943,056  $3,774,668 

Principal maturities on continuing operationsfor long-term debt are as follows as offor the years ended July 31, 2009:

2010 $39,702 
2011  2,892,666 
2012  43,245 
2013  48,189 
2014  53,699 
Thereafter  736,869 
  $3,814,370 
31:

2011 $22,444 
2012  4,252,379 
2013  789,518 
2014  18,789 
2015  19,768 
Thereafter  862,602 
  $5,965,500 

(1) In November 2007, the Company refinanced a loan on aits North Carolina building. The loan is with Bayview Loan Servicing, LLC. Effective March 31, 2010 the Company paid the remainder of the loan to Richard Howard, with $50,000 in cash and $1,000,000 from the new loan proceeds. The new loanentered into a stipulation agreement with Bayview Loan Servicing, LLC is $1,000,000. The loan has an initialthat reduced the current monthly payment to $5,349, including interest. In 2013, Bayview Loan Servicing LLC may step up the interest rate at 10.875% per annum with a monthly payment of $11,388, including interest.that time.  The loan is dueset to mature on DecemberMarch 31, 2038.  Effective April 1, 2022. After the first 24 months,2012, the interest rate adjusts to Prime plus 4.875%. Interest rate changes are limited to 2% increase or decrease in any annual adjustments. Interest expense for the yearsyear ended July 31, 20092010 and 20082009 for Bayview Loan Servicing, LLC is approximately $107,000was $95,286 and $63,900,$107,083. respectively.

3330
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
(2) In October 2007, the Company entered into a loan agreement with Wyndom Capital Investments, Inc. (“Wyndom”). During the year ended July 31, 2008 the Company issued 3,333,335 shares of outstanding stock as collateral for the above note. In February 2009 the Company had a 1:3 reverse stock split and issued 6,666,665 to Wyndom Capital to make their shares held as collateral total 10,000,000.  The agreement provides loans of up to $4,000,000 with interest payable monthly at a rate of 10% per annum and due in full in October of 2010. Loans under the agreement are secured by the Company’s shares of common stock at a rate of two and one half shares to each dollar of principal. The Company paid interest to Wyndom of approximately $342,000 for the year ended July 31, 2009 and $154,000 for the year ended July 31, 2008, respectively. The Company defaulted on the loan in February 2008 but Wyndom had waived the default until June 2009 when they took possession of the 10,000,000 shares they held as collateral. As a result, our liability of $4,000,000 for principal and accrued unpaid interest was extinguished as of June 16, 2009, the date on which the Lender took possession of the final portion of the share collateral.

(3)(2) On May 5, 2008, the Company entered into a loan agreement with Crystal Capital Ventures Inc. (“Crystal Capital”). The loan agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 taking place on May 19, 2008. The notesloans bear interest payable monthly in arrears at the rate of 10% per annum;annum, and mature and are due and payable on May 4, 2011.2012. The loansloan under the loan agreement areis secured by shares of the Company’s common stock held by Crystal Capital. The Company is required to issue shares as collateral at the rate of two and one half shares of the Company’s common stock for each dollar principal amount of the loan advanced to the Company.  Following disbursement of the first $1,000,000 of funds pursuant to the loan agreement, on May 27, 2008, the Company issued 2,500,000 shares of common stock as collateral to Crystal Capital. After the 1:3 reverse stock split in February 2009 the Company issued Crystal an additional 5,000,000 shares to make their shares held as collateral total 7,500,000. Pursuant to the anti-dilution provisions in the Crystal Capital Ventures loan agreement with the 1:2 reverse stock split of February 1, 2010 the Company issued 3,749,999 shares to Crystal Capital Ventures so they again hold 7,500,000 post reverse stock split shares.  In connection with the Company's 20% stock dividend, the Company issued an additional 1,500,000 common shares to be held as collateral.

As of July 31, 2009, the Company has borrowed $2,853,859 under the loan agreement. As of August 12, 20092010, the Company has borrowed the full $3,000,000 under the loan agreement from Crystal Capital. The Company paid interestInterest expense to Crystal Capital of approximately $173,000was $341,676 for the year ended July 31, 2010 and $202,007 for the year ended July 31, 2009, and $11,000 for the year ended July 31, 2008, respectively. The Company went into default onis now current with the loan agreement in August 2008 but Crystal Capital has waived default on all interest payments that have not been made as of November 9, 2009.loan.

(4)(3) On February 28, 20092010 the Company financed a liability policy ( workman’s compensation policycompensation) with Allegiance Direct Bank for the period February 28, 20092010 to February 28, 20102011 for $13,091.$13,351. The Company was required to make a down payment of approximately $3,291$3,351.15 in February 20092010 and monthly payments including interest of 5%9.4%. Interest expense for the years ended July 31, 2010 and 2009 paid to Allegiance Direct Bank is $565 and $0, respectively.

(4) On February 26, 2010 the Company entered into a loan agreement with Frontline Asset Management Inc. The loan provides for payments to the Company of $2,000,000, of which $1,235,404 has been advanced as of July 31, 2010, with interest at a fixed annual rate of 12%. On May 1, 2010 an Addendum to the original Promissory Note, dated February 26, 2010, amended the term of the note to state interest only payments, due on the last day of every month until maturity date March 1, 2012 when all principal and accrued interest shall be due and payable. Interest expense for the year ended July 31, 20092010 was $202.
$42,341.

Note 7. Stockholders' equity (deficit)

(5) On December 24, 2007,April 15, 2010 the Company shareholders approvedentered into a loan agreement for $2,000,000 with Winsor Capital Inc. The loan provides for payments of up to $2,000,000 to the increaseCompany with an initial installment of the authorized$250,000 and additional installments of up to $1,750,000 with a 10% interest rate. The entire loan amount is secured by 12,000,000 shares of the Company common stock. Each loan installment matures three years from 50,000,000issuance of the installment. The loan has an anti-dilution clause for the stocks issued. Stock is issued and delivered proportionately to 250,000,000. In January 2008, the Company’s shareholders approved a one-for-seven reverse stock split. The number authorized shares were reduced from 250,000,000 to 35,714,285 shares.delivery of funds. Interest expense for the year ended July 31, 2010 was $19,139.

InNote 10. Stockholders’ Equity

On January 15, 2009, the Company’s shareholders approved a one-for-three1:3 reverse stock split of itsfor the outstanding common shares which became effectivebut it did not take effect until February 19, 2009. Common stock, authorized shares was 35,714,285 and was increased to 50,000,000 on February 19, 2009. Also onOn February 19,20, 2009, the Company issued Wyndom Capital Investments, Inc. an additional 6,666,665 shares as collateral for a loan that in June 2009 went into default and the share collateral for which was taken by the lender. Crystal Capital Ventures Inc. was issued 4,999,999 shares so they again hold 7,500,000 post reverse stock split shares as of February 20, 2009, as collateral for a loan of up to $3,000,000 as discussed in Note 5.

On February 1, 2010 the Company effected a 1:2 reverse stock split. Pursuant to the anti-dilution provisions in the Crystal Capital Ventures loan agreement issued 3,749,999 shares to Crystal Capital Ventures so they again hold 7,500,000 post reverse stock split shares. Concurrent with the 1:2 reverse stock split the authorized shares were also reduced from 50,000,000 to 25,000,000 shares. By motion of the Company wasBoard, May 17, 2010 the authorized were increased from 35,714,28525,000,000 common shares to 50,000,000100,000,000 common shares.

Except for the presentation of common shares authorized and issued on the consolidated balance sheet and shareshares presented in the consolidated statement of stockholders’ equity (deficiency)(deficit), all shares and perpar share information havehas been revised to give retroactive effect to boththe reverse stock splits.

3431
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
See Note 8 “Net loss per common share” for the impact on the Company’s earnings per share amounts on a result of the reverse stock splits. The stock split in 2008 resulted in the decrease of approximately 42.4 million shares of common stock and was accounted for by the transfer at approximately $42,000 from additional paid in capital to common stock. The stock split in 2009 resulted in the decrease of approximately 15.6 million shares of common stock and was accounted for by the transfer of approximately $15,000 from paid-in-capital to common stock. Both transfers are an amount equal to the par value of the shares reduced to effect the stock split.

On February 24, 2009, under the 2006 stock option plan the remainder of the shares were granted and exercised. The 2006 stock option plan was then terminated. The Company has registered the 2009 stock option plan with the SEC for 3,000,000 shares, and of those 2,042,857 shares have been granted at par value $0.001 per share and a purchase share price of $0.90 per share.

During the year ended July 31, 2008:

The Company issued stock options valued in the amount of $804,652.

476,191 shares of common stock were issued in escrow as collateral.

5,357,140 shares of common stock were issued in escrow as collateral. As of July 31, 2008, the total amount of shares held as collateral totaled 5,833,331 shares.

The Company issued 67,972 shares of stock upon the exercise of stock options.

During the year ended July 31, 2009:

The Company issued stock options valued in the amount of $2,630,000.

11,666,669 shares of common stock were issued in escrow as collateral. As of July 31, 2009, the total amount of shares held as collateral totaled 17,500,000 shares.

The Company issued 1,433,524 shares of stock upon the exercise of stock options.

Note 8.11. Net Loss Per Common Share

Loss per share is computed based on the weighted average number of shares outstanding during the year. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified periods.

The following table sets forth the reconciliation of the basic and diluted net loss per common share computations for the years ended July 31, 20092010 and 2008.2009.

  YEARS ENDED 
  July 31, 
  2009  2008 
Continuing operations:      
Basic and diluted EPS:      
Net loss ascribed to common shareholders - basic and diluted $(6,817,974) $(6,064,840)
Weighted shares outstanding - basic and diluted  20,558,046   5,733,513 
Basic and diluted net loss per common share $(0.33) $(1.06)
Discontinued operations:        
Basic and diluted EPS - discontinued operations:        
Net loss ascribed to common shareholders - basic and diluted $-  $(473,220)
Weighted shares outstanding - basic and diluted  20,558,046   5,733,513 
Basic and diluted net loss per common share $0.00  $(0.08)

  Years Ended 
  July 31, 
  2010  2009 
Basic and Diluted EPS:      
Net Loss Ascribed to Common Shareholders - Basic and Diluted $(3,933,604) $(6,817,974)
Weighted Average Shares Outstanding - Basic and Diluted  17,986,016   10,278,989 
Basic and Diluted Net Loss Per Common Share $(0.22) $(0.66)

Net loss per common share for the year ended July 31, 20082009 has been revised.  This revision was immaterial to the Company’s consolidated results of operations and financial position. See below for further discussion. All share and per share amounts have been restated to reflect the one-for-seven1:3 and one-for-threethe 1:2 reverse stock split as discussed in Note 7.10.
35
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009

The amounts previously reported in 2008,for the year ended July 31, 2009  were as follows:

  YEAR ENDED 
  July 31, 
  2008 
Continuing operations:   
Basic and diluted loss per common share $(0.35)
Discontinued operations:    
Basic and diluted loss per common share $(0.03)
  Year Ended 
  July 31, 2009 
Basic and Diluted Loss Per Common Share $(0.33)
Weighted Average Number of Shares    
Outstanding -Basic and Diluted  20,558,046 

Note 9. Share-based compensation12. Share Based Compensation

PriorThe Company records compensation expense in its consolidated statement of operations related to August 1, 2006, the Company accounted for its share-based compensation plans using the intrinsic value methodemployee stock-based options and awards in accordance with FASB ASC 718, “Compensation”, and (“ASC 718”).

The Company recognizes the provisionscost of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations, as permitted by Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." Effective August 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment." The adoption of SFAS No. 123(R) resulted in the recording of compensation expense forall employee stock options and employee stock purchase rights in our financial statements. Such compensation expense is recognizedon a straight-line attribution basis over their respective contractual terms, net of estimated forfeitures. The Company has selected the requisite service period based on the fair valuemodified prospective method of the options or rights on the date of grant.transition.

Using the modified-prospective transition method, the compensation cost recognized during the year ended July 31, 2009, included (i) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (ii) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.Stock Dividend

On November 10, 2005,April 20, 2010 the FASB issued FASB Staff Position No. FAS 123R-3, "Transition Election RelatedBoard of Directors approved a 20% restricted stock dividend for the holders of our common stock, consisting of one share of common stock for each five shares held of record on the May 28, 2010 record date.

Increase in Authorized Common Stock

 On April 7, 2010, the Company’s board of directors approved an amendment to Accounting for Tax Effectsour Articles of Share-Based Payment Awards."Incorporation to increase the authorized number of shares of common stock from 25,000,000 shares, par value $.001 per share, to 100,000,000 shares, par value $.001 per share. The Company has electedthereafter received the written consent from a shareholder of our company holding a majority (51.58%) of the outstanding shares of our common stock on April 8, 2010. The Company filed the amendment with the Secretary of State on Nevada on May 4, 2010, after mailing a Definitive Information Statement to adoptour stockholders and the alternative transition method provided in the FASB Staff Position for calculating the tax effects of share-based compensation pursuant to SFAS No. 123(R).amendment was effective May 17, 2010.

 
The following table reflects
32

Stock Option Plan

As of July 31, 2010, there are no shares of common stock remaining and available for issuance under the assumptions utilized to value the 2006 stock option plans.

A summary of the option activity under the Company’s stock option plan as of July 31, 2010 and 2009.

Option Options  
Weighted Average
Exercise Share
Price
  
Weighted Average
Remaining
Contractual
  
Aggregate
Intrinsic
Value
 
Outstanding at August 1, 2008  55,845  $1.80   -  $- 
Options Granted  1,000,000  $1.80      $- 
Options Exercised  (713,345) $1.80   -  $- 
Outstanding at July 31, 2009  342,500  $1.80   -  $- 
Options Granted  500,000  $0.70   -  $- 
Options Exercised  (842,500) $1.15   -  $- 
Options Cancelled/Expired  -  $-   -  $- 
Outstanding at July 31, 2010  -  $-   -  $- 
Exercisable at July 31, 2010  -  $-   -  $- 

Employee stock compensation expense applicable to stock options for the years ended July 31, 2010 and 2009 was $0 and 2008 under SFAS 123R and using the Black-Scholes valuation model. Among other factors, the Black Scholes model considers the expected life$0, respectively. The aggregate intrinsic value of the option and the expected volatilityoptions outstanding as of the Company's stock price in arriving at an option valuation. The risk-free interest rate is based upon U.S. Treasury Rates for instruments with similar terms. The expected term of the grants were estimated based upon the Company’s prior average experience. The Company has not paid cash dividends to date and does not plan to pay cash dividends in the near future. The volatility assumptions were derived from historical volatilities of competitors whose shares are traded in the public markets and are adjusted to reflect anticipated behavior specific to the Company.
Expected dividend yield0%
Risk-free interest rate1 - 5%
Expected volatility100%
Expected life from the vesting date0.4 - 1 year

The Company established the 2003 Restricted Stock Plan ("the Plan") during the year ended January 31, 2004 as well as the 2006 Restricted Stock Plan established during the year ended July 31, 2006, and filed an S-8 Registration Statement with the Securities and Exchange Commission that2010 was declared effective. The Plan allows the Company's Board of Directors to issue up to 1,800,000 common shares and options for common shares for the 2003 Restricted Stock Plan and 5,000,000 common shares and options for common shares for the 2006 Restricted Stock Plan pursuant to the Plan as compensation for services to the Company. The Company's Board of Directors has the discretion to set the price, term vesting schedules and other terms and conditions for options granted under the plan. All 2003 Restricted Stock Plan commons shares have been issued.
36
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
The Company established the 2005 Restricted Stock Plan ("the 2005 Plan") in April, 2005 and filed an S-8 Registration Statement with the Securities and Exchange Commission that was declared effective. The 2005 Plan allows the Company's Board of Directors to issue up to 2,000,000 common shares pursuant to the 2005 Plan as compensation for services to the Company. The Company's Board of Directors has the discretion to set the price, vesting schedules and other terms and conditions for options granted under the 2005 Plan. All 2005 Restricted Stock Plan common shares have been used.$0.

The Company established the 2009 Restricted Stock Plan ("(“the 2009 Plan"Plan”) in February, 2009 and filed an S-8 Registration Statement with the Securities and Exchange Commission that was declared effective. The 2009 Plan allows the Company's Board of Directors to issue up to 3,000,000 common shares pursuant to the 2009 Plan as compensation for services by employees and non-employees to the Company. The Company's Board of Directors has the discretion to set the price, vesting schedules and other terms and conditions for options granted under the 2009 Plan.
 
During the years ended July 31, 20092010 and 2008,2009, the Company granted 3,042,857500,000 and 60,7141,000,000 options, respectively with an option price of $0.90$0.70 and $2.00$1.80 per share, for July 31, 2009 and 2008, respectively, to various consultants. During the years ended July 31, 2010 and 2009, 500,000 and 2008, 3,042,857 and 60,7144,315,000 options, respectively, were vested at the fair market value of which was determined under the Black-Scholes formula to be approximately $2,630,000$70,000 and $804,000 in July 31, 2009 and 2008$2,630,000 and is included in general and administrative expenses. During the years ended July 31, 20092010 and 2008, 1,429,8332009,1,185,000 and 66,667713,345 options were exercised, respectively valued at $0.90$1.15 and $2.88$1.80 per share.

3733
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009

A summary of the Company’s Restricted Stock Plans follows:
 
Authorized Options and UnGranted: Number of
Authorized options and ungranted:Shares 
Balance July 31, 2007August 1, 2008 (2006 Plan)  82,14357,417 
Options authorizedAuthorized (2006 Plan)  - 
Options grantedGranted (2006 Plan)  60,714(57,417)
Options cancelled/expired (2006 Plan)-
Balance July 31, 2008 (2006 Plan)142,857
Options authorizedCancelled/Expired (2006 Plan)  - 
Options granted (2006 Plan)(142,857)
Options cancelled/expired (2006 Plan)-
Options authorizedAuthorized (2009 Plan)  3,000,0001,500,000 
Options grantedGranted (2009 Plan)  (2,900,0001,000,000)
Options cancelled/expiredCancelled/Expired (2009 Plan)  - 
Balance July 31, 2009 (2009 Plan)  100,000500,000
Options Granted (2009 Plan)(500,000)
Options Cancelled/Expired (2009 Plan)-
Balance July 31, 2010 (2009 Plan)- 

     Weighted average 
  Number of  exercise 
Options granted and unexercised: shares  price/share 
Balance July 31, 2007  37,810  $3.55 
Options cancelled during the year        
ended July 31, 2008 (2006 Plan)  -     
Options granted during the year        
ended July 31, 2008 (2006 Plan)  60,714  $2.00 
Options exercised during the year        
ended July 31, 2008 (2006 Plan)  (66,667) $2.88 
Balance July 31, 2008  31,857  $2.00 
Options cancelled during the year        
ended July 31, 2009 (2006 Plan)  (59,881) $1.49 
Options granted during the year        
ended July 31, 2009 (2006 Plan)  142,857  $0.90 
Options exercised during the year        
ended July 31, 2009 (2006 Plan)  (114,833) $0.90 
Options cancelled during the year        
ended July 31, 2009 (2009 Plan)  -     
Options granted during the year        
ended July 31, 2009 (2009 Plan)  2,900,000  $0.90 
Options exercised during the year        
ended July 31, 2009 (2009 Plan)  (1,315,000) $0.90 
Unexercised options at July 31, 2009  1,585,000  $0.90 

During the years ended July 31, 20092010 and 2008,2009, total related advances converted in return for the exercise of options under the plan amounted to approximately $976,000 and $1,287,000, and $400,000, respectively.
 
              
Range of  Options Outstanding Weighted  Options Exercisable Weighted 
Exercisable  Outstanding at Average  Exercisable at Average 
Prices  July 31, 2009 Exercise Price  July 31, 2009 Exercise Price 
$0.90  1,585,000 $0.90  1,585,000 $0.90 

The weighted average remaining contractual life of options outstanding at July 31, 2009 was approximately five years.
38
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
The aggregated intrinsic value of options outstanding and exercisable at July 31, 2009, was de minimus. The aggregate intrinsic value represents the total pre-tax value (the difference between the Company’s closing stock price on the last trading day of July 31, 2009 and the exercise price, multiplied by the number of in-the money options) that would have been received by the option holders had all option holders exercised their options on July 31, 2009.  The amount of aggregate intrinsic value will change based on the fair-market value of the Company’s common stock.

Note 10. Segment information

FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by management. The Company is organized by line of business and geographical area. The Company has two businesses, telecommunication services and the development and sale of electric powered vehicles.

The following is financial information relating to the Company’s business segments:
  YEARS ENDED 
  July 31, 
  2009  2008 
Revenues from external customers:      
Telecommunication services      
United States $-  $- 
India  -   - - 
Canada  -   - - 
Electric powered vehicle sales        
United States  475,828   199,801 
Hong Kong  -   - 
India  -   - 
Total revenues from continuing operations $475,828  $199,801 
  YEARS ENDED 
Loss from continuing operations: July 31,    
Telecommunication services 2009  2008 
United States $-  $- 
India  -   - 
Canada  -   - 
Electric powered vehicle sales        
United States  (6,155,677)  (5,787,742)
Hong Kong  (1)  (2,119)
India  (85,034)  (78,411)
Total loss from continuing operations $(6,240,712) $(5,868,272)
39
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
Long-lived assets:      
Telecommunication services      
United States $-  $- 
India  -   - 
Canada  -   - 
Electric powered vehicle sales        
United States  24,258   71,503 
Hong Kong  -   - 
India  -   - 
Total long-lived assets $24,258  $71,503 
         
Capital expenditures:        
Telecommunication services        
United States $-  $- 
India  -   7,985 
Canada  -   - 
Electric powered vehicle sales        
United States  42,253   93,970 
Hong Kong  -   - 
India  15,498   4,795 
Total capital expenditures $57,751  $106,750 
         
Depreciation and amortization:        
Telecommunication services        
United States $-  $16,532 
India  -   10,276 
Canada  -   - 
Electric powered vehicle sales        
United States  77,848   76,013 
Hong Kong  -   - 
India  4,502   586 
Total depreciation        
and amortization $82,350  $103,407 

Note 11.13. Income taxesTaxes

The Company adaptedadopted the provisions of FASB Interpretation No 48, Accounting for Uncertainty in Income TaxesASC 740, “Income Taxes” (“FIN 48”ASC 74”), on August 1, 2007. The implementation of FIN 48ASC 740 did not impact the total amount of the Company’s liabilities for uncertain tax position.

The Company recorded no provisions for income taxes for the years ended July 31, 20092010 and 2008.2009.
 
40
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009
A reconciliation of taxes on income computed at federal statuary rate to the amount provided is as follows:
 
  July 31,  
  2009  2008 
Tax provision computed at       
federal statuary rate of 35%       
continuing operations $(2,378,818) $(2,122,694)
          
Increase (decrease) in taxes         
resulting from:         
unused operating losses  2,378,818   2,122,694 
  $-  $-  
  Years Ended 
  July 31, 
  2010  2009 
Tax Provisions Computed at Federal Statuary Rate of 35%      
Continuing Operations $(1,376,761) $(2,378,818)
Increase (Decrease) in Taxes Resulting From:        
Unused Operating Losses  1,376,761   2,378,818 
  $-  $- 
34

Components of deferred income tax assets are as follows:
 
   
  July 31,  
  2009  2008  
  Tax effect  Tax effect  
Deferred tax assets - current:       
        
United States net operating loss $20,560,818  $18,182,000 
          
Valuation allowances  (20,560,818)  (18,182,000)
  $-  $-  
  Years Ended 
  July 31, 
  
2010
Tax Effect
  
2009
Tax Effect
 
       
Deferred Tax Assets - Current:      
United States Net Operating Loss $21,937,579  $20,560,818 
Valuation Allowances  (21,937,579)  (20,560,818)
  $-  $- 

The net operating loss carry forward as of July 31, 20092010 is approximately $58.7$62.7 million and will expire in years through 2024.

Note 12. Going concern

The Company's financial statements are prepared based on the going concern principle. That principle anticipates the realization of assets14. Commitments and payments of liabilities through the ordinary course of business.  No adjustments have been made to reduce the value of any assets or record additional liabilities, if any, if the Company were to cease to exist. The Company has incurred significant operating losses since inception. These operating losses have been funded by the issuance of capital, loans and advances. There are no guarantees that the Company will continue to be able to raise the funds necessary. Additionally, the lack of capital may limit the Company's ability to establish a viable business.

Note 13. Contingencies

Hybrid Electric Vehicles India Pvt. Ltd. entered into an 11 monthLease Agreement

Our principal executive office is located at 5413 Rusty Anchor Court, Las Vegas, NV 89130. We lease approximately 1,900 square feet under a lease agreement endingthat commenced in August 2009. It is expected that in the normal courseMarch 2008 and renews on an annual basis. The lease provides for an aggregate annual payment of business the lease$18,000. We believe our current facilities will generally be continued or replaced by a similar arrangement or on a month to month basis.

Future minimum payments under this lease are approximately $414 per month or $3,312 through August 2009. Total rent expenseadequate for our needs for the year ended July 31, 2009 and 2008, amounted to approximately $4,900 and $3,500, respectively.

foreseeable future.
Effective April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space in the Company’s North Carolina facility.facility at a rental rate of $2,500.00 per month and the monthly rental to be escalated five (5%) percent annually beginning April 16, 2009.  The leased space will beis suitable for, and utilized by SPI for, SPI’s developmental and manufacturing operations for licensed products pursuant to the license agreement.License Agreement. The leased space is leased on a month-to-month basis at a current monthly rental of $2,625, the monthly rental to be escalated five (5%) percent annually.$2,756. Although the lease was signed, the space is only 80% completed as of October 20, 2009. Also, effective April 16, 2008, the Company sold specified equipment and supplies related to the licensed agreement to SPI for the purchase price of $29,005.July 31, 2010. The Company also entered into a month to month lease agreement for $750 with SPI for renting offices in the CompaniesCompany’s Las Vegas corporate office.
41
HYBRID TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
July 31, 2009

Total rentrental income for the yearyears ended July 31, 2010 and 2009 was $40,894 and 2008 amounted to approximately $39,000, and $6,500, respectively.

License Agreement

Effective May 28, 2010 the Company entered into a 10 year license agreement with Lithium Electric Vehicle Corp. (“LEVC”) providing for the Company to license to LEVC certain of the Company’s patent applications and technologies for electric vehicles and other applications. The purpose of the licensee is to expand sales of the Company’s current line of products by the manufacture and sale of such products in Canada, which is LEVC’s exclusive territory under the license agreement. LEVC agreed to pay the Company $2 million dollars over the initial two year term with the option to extend the agreement on an annual basis for an additional $500,000 per year.  The revenue earned from the license agreement is amortized over the two year period and for the year ending July 31, 2010, the Company recognized income of $83,333 with $583,333 being deferred.

In connection with the license agreement, LEVC agrees to pay the Company a royalty on each and every licensed product sold or distributed by LEVC.  The royalty is due within ten days of each calendar quarter.

Surety bondBond
EVI
The Company applied to North Carolina Department of Motor Vehicles for a manufacturing license. This application required a surety bond of $50,000 for three years which the Company acquired from Kaercher Campbell & Associates. EVI wasThe Company is licensed as a motor vehicle dealer to engage in the business of selling motor vehicles on March 9, 2009, until March 31, 2010, by the State of North Carolina DMV.  The Company's license is effective through March 31, 2011.

35

Legal proceedingsProceedings

The Company is currently involved in various claims and legal proceedings. Quarterly, the Company reviews the status of each significant matter and assesses its potential financial exposure and if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.

An arbitration award in the amount of $70,803 was awarded to Keith Boucher, a former consultant for the Company. against the Company for attorney’s fees and costs incurred in arbitration. EV Innovations, Inc.A Judgment has filedbeen awarded to Keith Boucher.  The parties have agreed upon a motion to vacate the award, which motion is scheduled for hearingmonthly payment and  anticipates it will be paid in December 2009, in the District Court of Nevada in Clark County.full by June 2011.

BarretBarrett Lyon, an individual, has filed suit against the Company in the Superior Court of California, San Mateo County, for alleged breach of warranty for a vehicle he purchased from the Company seeking $68,222$150,000 in damages, pluswhich includes attorney’s fees estimated in the range of $10,000 to $30,000.fees.  The Company disputeshas disputed his claims. Trial is set for December 2009.claims; however, on September 15, 2010 the Company has reached settlement agreement with Mr. Lyon and paid Mr. Lyon $75,000 in full settlement.

F&C Promptly, Inc., a collection agency, filed in February 2009 a lawsuit against the Company in the District Court, Clark County, Nevada, for approximately $32,000 for collection of the account of the Law Offices of Richard McKnight assigned to F&C Promptly, Inc. for collection.  The Company is separately suing Richard McKnighthas come to an agreement with F&C Promptly, Inc. and broughthas agreed to $4,000 a third party complaint against McKnight and his law office, alleging negligence and professional malpractice.month payment until paid in full. The Company expects this to be paid in full by November 2010.

Caudle & Spears has obtained a default judgment against the Company in Meckenberg County, North Carolina, General Court, in the amount of $17,686. This law firm represented us in our litigation against Martin Koebler, a former employee, whom we successfully sued for return of Company property and other damages. The Company is in settlement negotiations with Caudle & Spears, since its judgment against Martin Koebler is still in the collection process. A payment agreement has been reached in the amount of $2,500 per month with no interest until paid.  The Company has been making payments and expects this to be paid in full by November 2010.

 Javad Hajihadian, an individual , had ordered and paid for, the first super car to be produced by Li-ion Motors in November 2008. The car was in the design stage when it was ordered; with the understanding it would be a minimum of one year before the car would be manufactured.  The client has changed his mind and his attorney contact the company to cancel his contract and have his payment refund. The parties have reached an agreement and the payment is being refunded with interest. The settlement agreement was for $102,500 and stipulated monthly payments of $10,250 commencing in July 2010.  The initial two payments were paid to Mr. Hajihadian in August 2010.  The Company has made the subsequent required payments.

42Note 15. Automotive X Prize

The Progressive Insurance Automotive X-Prize, (“PIAXP”), competition was announced in April 2008 as a way to spur the development of clean, high-mileage vehicles, and is funded for a total of $10 million, which will be divided among three separate categories. The X-Prize challenge drew an unexpectedly strong response; 115 teams entered 136 separate vehicles, winners were announced in Washington D.C. on September 15, 2010 and the Company was the winner in its entry class. On October 27, 2010, the Company received $2.5 million from XPrize and will record the amount as other income in the Company’s subsequent consolidated statement of operations.

Note 16. Subsequent Events

Subsequent events have been evaluated through November 1, 2010.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
 
None.
 
Item 9A (T). Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.

36

As of July 31, 2009,2010, an evaluation was performed under the supervision and with the participation of our management, including our chief executiveChief Executive Officer and principal financial officer,Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our chief executiveChief Executive Officer and principal financial officerPrincipal Financial Officer concluded that our disclosure controls and procedures were ineffective as a result of a significant deficiencies and material weaknesses as discussed in the following paragraph.

The reportable conditions identified relate to failure to require documentation substantiating the timing and terms of exercises of options and the failure properly to track compliance with two loan agreements to which we were party in the years ended July 31, 20092010 and 2008.2009. We have implemented certain procedures to ensure that option exercises are properly recorded and financial transactions relating to payments on outstanding debt are properly recorded, documented and reviewed as to compliance with the particular loan agreement, for purposes of disclosure in our financial statements.

Management's Annual Report on Internal Control over Financial Reporting

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

Management assessed the effectiveness of internal control over financial reporting as of July 31, 2009.2010. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual report. Management concluded in this assessment that, as of July 31, 2009,2010, given the above reportable conditions, our internal control over financial reporting was not effective.

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of our 20092010 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
43
Limitations on the Effectiveness of Controls
 
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officerChief Executive Officer and principal financial officerPrincipal Financial Officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

Item 9B. Other Information.

Default Under Wyndom Capital Loan Agreement

In October 2007, the Company entered into a loan agreement with Wyndom Capital Investments, Inc. (“Wyndom”). During the year ended July 31, 2008 the Company issued 3,333,335 shares of common stock as collateral for the note issued under the loan agreement. In February 2009 the Company had a 1:3 reverse stock split and issued 6,666,665 to Wyndom to make their shares held as collateral total 10,000,000.  The agreement provided for loans of up to $4,000,000 with interest payable monthly at a rate of 10% per annum and due in full in October of 2010. Loans under the agreement were secured by the Company’s shares of common stock at a rate of two and one half shares to each dollar of principal. The Company paid interest to Wyndom of approximately $342,000 for the year ended July 31, 2009 and $154,000 for the year ended July 31, 2008, respectively. The Company defaulted on the loan in February 2008 but Wyndom had waived the default until June 2009 when they took possession of the 10,000,000 shares they held as collateral. As a result, our liability of $4,000,000 for principal and accrued unpaid interest was extinguished as of June 16, 2009, the date on which Wyndom took possession of the final portion of the share collateral.

Our Default and Waiver Thereof Under Crystal Capital Ventures Loan Agreement

On May 5, 2008, the Company entered into a loan agreement with Crystal Capital Ventures Inc. (“Crystal”). The loan agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 on May 19, 2008. The notes under the loan agreement bear interest payable monthly in arrears at the rate of 10% per annum and mature and are due and payable May 4, 2011 and are secured by shares of the Company’s common stock held by Crystal. The Company is required to issue shares as collateral at the rate of two and one half shares of the Company’s common stock for each dollar principal amount of the loan advanced to the Company.  Following disbursement of the first $1,000,000 of funds pursuant to the loan agreement, on May 27, 2008, the Company issued 2,500,000 shares of common stock as collateral to Crystal. After the 1:3 reverse stock split in February 2009 the Company issued Crystal an additional 5,000,000 shares to make their shares held as collateral total 7,500,000.

As of July 31, 2009, the Company had borrowed $2,853,859 under the loan agreement, and as of August 12, 2009 had borrowed the full $3,000,000 from Crystal.  The Company paid interest to Crystal of approximately $173,000 for the year ended July 31, 2009 and $11,000 for the year ended July 31, 2008. The Company went into default on the loan agreement in August 2008 for failure to make required interest payments, but Crystal has waived default on all interest payments that have not been made as of November 9, 2009.
44
None.
PART III
 
Item 10. Directors, Executive Officers, and Corporate Governance.

Our executive officers and directors and their respective ages as of October 30, 20092010 are as follows:

37

Name
 Age Position
Stacey Fling 5051 Chief Executive Officer, President and Director
Holly A.Holly. Roseberry  5658  Director

Our Board of Directors now consists of two directors. The following information with respect to the principal occupation or employment of each officer and director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such person's business experience during the past five years, has been furnished to the Company by the respective officers and director:

STACEY FLING graduated from South San Francisco High School in South San Francisco, California, in 1977.  Since June 2003, Ms.Stacey Fling has been the President of A & S Holdings, Inc., since 2003, a real estate investment and development company located in Las Vegas, NV.  Prior to 2003, Ms. Fling managed the administrative offices of an environmental remediation and monitoring company with offices in San Diego, California, as well as in Las Vegas, Nevada.

HOLLY A. ROSEBERRYHolly Roseberry was  appointed  as our secretary, treasurer and chief financial  officer on February 20,  2002. On November 15, 2002, she resigned from these positions and was appointed as our president,  chief executive officerPresident, Chief Executive Officer and as a director.Director.  On May 1, 2009, she resigned from all offices held with the Company and later agreedwhile agreeing to continue as a director.Director. From 2001 to 2003,  she acted as  manager  formanaged   the Azra Shopping Center. She obtained a Bachelor of Arts degree from Sacred Heart University in Bridgeport, Connecticut in 1973. Ms. Roseberry was employed from 1993 to 1996 as human resources
 manager,  and from 1997 to 1999 as  business  office  manager,  of thefor a Las Vegas  location of  Wards Department Store.  Ms. Roseberry has held the positions of President, Chief Executive Officer and a Director of our former majority-owned subsidiary, Zingo, Inc. August 30, 2005 to June 4, 2008. Ms Roseberry now consults with the Company providing her experience.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Committees

We do not have any committees of the Board of Directors. We intend to have an audit committee; the sole member of our audit committee, Brian Newman, resigned on May 1, 2009.

Corporate Code of Conduct

We are reviewinghave adopted a proposed  corporate code of conduct, which  would provideprovides for internal procedures concerning the reporting and disclosure of corporate matters that are material to our business and to our stockholders. The corporate code of conduct  would  includeincludes a code of ethics for our  officers  and  employees as to workplace  conduct,  dealings with customers, compliance  with laws,  improper payments, conflicts  of  interest,   insider  trading,   company  confidential information, and behavior with honesty and integrity.

Significant Employees

We have no significant employees other than the officers described above.
 
45
Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially  own more  than ten  percent  of the Company's  equity  securities,  to file  reports  of  ownership  and  changes in ownership with the Securities and Exchange Commission.  Officers,  directors and greater than ten percent  shareholders are required by SEC regulation to furnish the  Company  with copies of all  Section  16(a)  forms they file.  Based on its review of the copies of such forms  received  by it, the Company  believes  that during the fiscal  year ended  July  31,  20092010 all such  filing  requirements applicable to its officers and  directors  were  complied  with.
 
38

Item 11. Executive Compensation.

The following table sets forth certain information as to the Company's  highest
paid  executive  officers  and  directors  for the  Company's  fiscal years ended July  31,  2009, 2008 and 2007.  No other compensation was paid to any such  officer or director other than the cash compensation set forth below.


SUMMARY COMPENSATION TABLESummary Compensation Table

Name and Principal Position**
(a)
 
Year *
(b)
 
Salary
($)
(c)
 
Bonus
($)
(d)
 
Stock
Awards
($)
(e)
 
Option
Awards
($)
(f)
 
Non-Equity
Incentive
Plan Compensation
($)
(g)
 
Change in Pension
Value and
Nonqualified Deferred
Compensation Earnings
($)
(h)
  
All Other
Compensation
(i)
 
Total
($)
(j)
 
Holly                    
Roseberry                    
President 2007 $60,500              $60,500 
  2008 $64,720              $64,720 
  2009 $52,040            $1,154 $53,194 
Stacey Fling, President 2009 $16,923               $16,923 
Mehboob                       
Charania,                       
Director 2007 $1,827               $1,827 
Name and Principal Position Year * Salary ($)  Bonus ($)  
Stock
Awards ($)
  
Option
Awards ($)
  
Non-Equity
Incentive Plan
Compensation ($)
  
Change in Pension Value
and Nonqualified
Deferred Commensation
Earnings ($)
  
All Other
Compensation
($)
  Total ($) 
(a) (b) (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
                           
Stacey Fling, President 2009 $16,923  $-  $-  $-  $-  $-  $-  $16,923 
  2010  74,100   -   -   -   -   -   -   74,100 
                                   
Holly Roseberry, Director 2008  64,720   -   -   -   -   -   -   64,720 
  2009  52,040   -   -   -   -   -   1,154   53,194 
  2010  -   -   -   -   -   -   -   - 
 
* Years ended July 31, 2010, 2009 2008 and 2007.2008.

**  Holly  Roseberry has held the office of President from November 15, 2002 to May 1, 2009. Ms. Roseberry, as President and Chief Executive Officer, received management fees of $1,100 per week through December 31, 2006 and $1,210 per week thereafter in our 2007 fiscal year. Her compensation for 2007 included $12,000 of directors fees paid by one of our subsidiaries.

Option/SAR Grants in Last Fiscal Year

There were no grant of options to purchase our common stock to our officers or directors in fiscal 2009,2010, and there were no exercises of such options during or options held at the end of such fiscal year by officers or directors.
 
Directors’ Compensation

The following table shows compensation paid to our directors in the fiscal year ended July 31, 2009.2010.
 
DIRECTOR COMPENSATIONDirector Compensation

Name
(a)
 
Fees Earned or Paid in Cash
($)
(b)
 
Stock Awards
($)
(c)
 
Option Awards
($)
(d)
 
Non-Equity Incentive Plan Compensation
($)
(e)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
(f)
 
All Other Compensation
($)
(g)
 
Total
($)
(h)
 
Stacey Fling $3,000           $3,000 
Mehboob Charania $6,000           $6,000 
Brian Newman $9,000           $9,000 
Gregory Navone $11,322           $11,322 
Holly Roseberry $2,000           $2,000 
Name 
Fees Earned
or Paid in
Cash ($)
  
Stock
Awards ($)
  
Option
Awards ($)
  
Non-Equity
Incentive Plan
Compensation ($)
  
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)
  
All Other
Compensation ($)
  Total ($) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
Stacey Fling $12,000                      $12,000 
Holly Roseberry $30,090                      $30,090 

*  Stacey Fling has acted as a director since May 1, 2009; Mehboob Charania resigned as a director on November 28, 2008; Brian Newman resigned as a director on May 1, 2009; Gregory Navone resigned as a director on July 10, 2009; and Holly Roseberry commenced service as a Director on June 1, 2009.November 15, 2002.
 
46

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information concerning the number of shares of our common stock owned  beneficially as of  November 2, 2009October 28, 2010, by: (i) each person  (including  any group) known to us to own more than five percent (5%) of any  class of our  voting  securities,  (ii)  each of our  directors,  and (iii)officers and directors as a group. Unless otherwise indicated,  the shareholders listed  possess  sole  voting and  investment  power with  respect to the shares shown.

39

     Percentage of 
 Name and address Number of Shares  Outstanding 
Title of class of beneficial owner of Common Stock  Common Stock(1) 
Common Stock Holly Roseberry  7   * 
  Director        
  4894 Lone Mountain Rd. #168        
  Las Vegas, Nevada 89130        
           
  Stacey A. Fling        
  President and Chief Executive Officer  177   * 
  4894 Lone Mountain Rd. #168        
  Las Vegas, Nevada 89130        
           
  All Officers and Directors  184   * 
  Directors as a Group (2 persons)        
           
           
  Crystal Capital Ventures Inc.  7,500,000(2)  35.24%
  1274 Sundial Ave. Coral Grove        
  PO Box 2135        
  Belize City, Belize        
           
           
           
  Liberty Financial Group Ltd.  8,000,000   37.58%
  76 Dean Street        
  P.O. Box 644        
  Belize City, Belize        
Title of Class Owner 
Number of
Shares of
Common Stock
  
Percentage of
Outstanding
 
Common Stock        
  Stacey Fling, President and Chief Executive Officer  107   * 
  4933 W. Cragi Road        
  Las Vegas, NV 89130        
           
  Holly Roseberry, Director  107   * 
  1260 North Sloan Lane        
  Las Vegas, NV 89110        
           
  All Officers and Directors    214   * 
  Directors as a Group (2 persons)        
           
  Crystal Capital Venture    9,000,000   29.95%
  1274 Sundial Avenue        
  Coral Grove        
  P.O. BOX 2135        
  Belize City, Belize        
           
  Rocamar Invest, Ltd.  1,504,287   5%
  2502 - 1331 W. Georgia Street        
  Vancouver, BC Canada V6E 4P1        
           
  Winsor Capital. Inc.  12,000,000   39.93%
  35 New Road, #2112        
  Belize City, Belize        

*        Less than 1%
 
(1)As of November 2, 2009,October 15, 2010, there were 21,284,10130,047,301 shares of our  common  stock issued and outstanding.
(2)Held as collateral pursuant to Loan Agreement with the Company dated May 5, 2008.

CHANGE IN CONTROLChange in Control

We are not aware of any arrangement that might result in a change in control in the future.
 
47
Item 13. Certain Relationships and Related Transactions, and Director Independence.

In ourThe Company received additional advances of $1,252,014 and repaid $1,349,955 in the form of cash, common stock, and two Li-ion manufactured electric vehicles from Salim Rana Investments  (“SSRI”) , a former shareholder, for the year ended July 31, 2010.  During fiscal year ended July 31, 2007, Ms. Roseberry received $12,000 in directors fees from Zingo, Inc., our former majority-owned telecommunications subsidiary. In fiscal year ended July 31, 2008, Ms. Roseberry received $11,000 in consulting fees from Zingo, Inc. (now Superlattice Power, Inc.) as she worked with their new officers throughout2009, the changeover period following the sale of the Company’s controlling stock interest in Zingo, Inc. She is no longer receiving any compensation from Superlattice.

The Company received $2,123,399 and repaid additional advances from SSRI (owned by a Company stockholder) for the years ended July 31, 2009 and 2008 in amounts of approximately $2,174,399 and $2,114,459, respectively for 2009 and $3,732,000 and $3,592,000, respectively for 2008.$2,063,458.  As of July 31, 20092010 and 2008,2009, the amount due to SSRI was $97,940$0 and $38,000,$97,940, respectively.

The Company received and repaid additionaldid not receive or repay advances from A & S Holding (owned by a previous Company president) forGreg Navone (former Director of the yearsCompany) during the year ended July 31, 2010. During the year ended July 31, 2009, and 2008 in the amount of $0 for 2009 and $11,000 and $0, respectively for 2008. As of July 31, 2009 and 2008, the amount due to the Company was $0.

The Company received and repaid additional advances from Greg Navone (a director of the Company prior to July 10, 2009) for the years ended July 31, 2009 and 2008 in amount of $51,000 and $51,000, respectively for 2009 and $115,000 and $0, respectively for 2008. As of July 31, 2009 and 2008, the amount due to the Company was $0.$51,000. Mr. Navone resigned as a director of the Company on July 10, 2009.  The Company owes director fees to Mr. Navone in the amount of $5,915.


40

Effective April 15, 2008, wethe Company entered into a License Agreement  (the “License(“License Agreement”) with Superlattice Power, Inc. (“SPI”) providing for ourtheir license to Superlattice of ourtheir patent applications and technologies for rechargeable lithium ion batteries for hybridelectric vehicles and other applications (“Licensed Products”).  Under the License Agreement, we havethe Company has the right to purchase ourtheir requirements of lithium ion batteries from Superlattice, and ourtheir requirements of lithium ion batteries shall be supplied by SuperlatticeSuperattice in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of Superlattice. OurSPI. The Company’s cost for lithium ion batteries purchased from SuperlatticeSPI shall be Superlattice’sSPI’s actual manufacturing costs for such batteries for the fiscal quarter of SuperlatticeSPI in which ourthe Company’s purchase takes place. On May 25, 2010 the license agreement was amended to reflect SPI’s territory would only be the United States,  U.S. possessions and territories  and we can license other companies in other parts of the world. We have issued a license to a firm for the rights in Canada.

SuperlatticeUnder the terms of the license agreement, SPI has agreed to invest a minimum of $1,500,000 in each of the nextfirst two years in development of the technology for the Licensed Products. InTo date, SPI has not met the initial year under the License Agreement, Superlattice invested approximately $264,043minimum requirements in the development of technology, and therefore, is not in compliance with its obligations under this covenant of the license agreement.  We haveThe Company has advised Superlattice in a letter dated October 1, 2009,SPI  that we will not give notice of default against Superlatticethem for itstheir failure to comply with this covenant in the first year ofover the term of the License Agreement.
 
Effective April 16, 2008, SuperlatticeSPI agreed to lease approximately 5,000 square feet of space (“Leased Space”) in ourthe Company’s North Carolina facility such Leased Space to be suitable for, and utilized by Superlattice for, Superlattice’s developmental and manufacturing operations for Licensed Products pursuant to the License Agreement.  The Leased Space is leased on a month-to-month basis at a monthly rental rate of $2,500,$2,500.00 per month and the monthly rental to be escalated five (5%) percent annually. Effectiveannually beginning April 16, 2008, we also sold to Superlattice2009.  The leased space is suitable for, the purchase price of $29,005, specified equipment and supplies relatedutilized by SPI for, SPI’s developmental and manufacturing operations for licensed products pursuant to the Licensed Field.License Agreement. The leased space is leased on a month-to-month basis at a current monthly rental of $2,756. Although the lease was signed, the space is only 80% completed as of July 31, 2010. The Company also entered into a month to month lease agreement for $750 with SPI for renting offices in the Company’s Las Vegas corporate office.

 
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Item 14.  Principal Accountant Fees and Services.
  Fiscal 2010  Fiscal 2009 
Audit - Related Fees (1) $37,000  $30,000 
Tax Fees (2)  -   - 
All Other Fees  -   - 
Audit committee pre-approval  processes, percentages of
servicesapproved  by  audit committee, percentage of hours spent on audit engagement by persons other than principal accountant's full time employees.
  N/A   N/A 

(1)           Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Madsen & Associates in connection with statutory and regulatory filings or engagements.
(2)           Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, international tax, research, and unclaimed property services.
 
(1)Aggregate fees for the last two years:2009-$29,0002008-$30,000
(2)Audit related fees:2009- NA2008- NA
(3)Tax fees:2009- NA2008- NA
(4)All other fees.NA
(5) 
41
Audit committee pre-approval  processes, percentages of services approved  by  audit committee, percentage of hours spent on audit engagement by persons other than principal accountant's full time employees. 
NA

Item 15. Exhibits and Financial Statement Schedules.


Exhibit
No.
 Description
3.1 Articles of Incorporation of the Company.(Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 29, 2001.)
   
3.1a Certificate of Amendment to Articles of Incorporation filed October 27, 2004. (Incorporated by reference to Exhibit 3.1aExhibit3.1a to the Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2004.)
   
3.1b Form of Restatement of Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1a to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on December 15, 2004.)
   
3.1c Certificate of Amendment to Articles of Incorporation, filed effective March 9, 2005. (Incorporated by reference to Exhibit 3.1c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on May 23, 2005.)
   
3.1d Certificate of Change, filed effective January 17, 2008. (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2008.)
   
3.1e Certificate of Amendment to Articles of Incorporation, filed effective December 24, 2007, filed herewith.
   
3.1 Articles of Incorporation of the Company.(Incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form SB-2, filed with the Commission on May 29, 2001.)
   
3.1a 
Certificate of Amendment to Articles of Incorporation filed October 27, 2004. (Incorporated by reference to Exhibit 3.1aExhibit3.1a to the Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2004.)
49
3.1b Form of Restatement of Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1a to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on December 15, 2004.)
   
3.1c Certificate of Amendment to Articles of Incorporation, filed effective March 9, 2005. (Incorporated by reference to Exhibit 3.1c to the Company’s Annual Report on Form 10-KSB, filed with the Commission on May 23, 2005.)
   
3.1d Certificate of Change, filed effective January 17, 2008. (Incorporated by reference to Exhibit 3.1d to the Company’s Current Report on Form 8-K, filed with the Commission on January 16, 2008.)
   
3.1e 
Certificate of Amendment to Articles of Incorporation, filed effective December 24, 2007. (Incorporated by reference to Exhibit 3.1e to the Company’s Annual Report on Form 10-K, filed with the
Commission on November 12, 2008.)

42
3.1f Certificate of Amendment to Articles of Incorporation, filed effective February 19, 2009.(Incorporated by reference to Exhibit 3.1f to the Company’s Current Report on Form 8-K, filed with the Commission on February 27, 2009.)
   
3.1gCertificate of Merger with subsidiary, dated December 28, 2009, amending Articles of Incorporation of Company to change the name of the Company to Li-ion Motors Corp. (Incorporated by reference to Exhibit 3.1g to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
3.1hCertificate of Change, filed effective February 1, 2010. (Incorporated by reference to Exhibit 3.1h to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
3.1iCertificate of Amendment to Articles of Incorporation, filed effective May 17, 2010. (Incorporated by reference to Exhibit 3.1i to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
   
3.2 By-Laws of the Company. (Incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
   
4.1 Specimen Common Stock Certificate. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)
   
4.2 Whistler Investments, Inc. 2003 Restricted Stock Plan. (Incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 filed with the Commission on July 18, 2003.)
   
4.3EV Innovations, Inc. 2005 Restricted Stock Plan. (Incorporated herein by reference to Exhibit 4. to the Company's Registration Statement on Form S-8 filed with the Commission on April 22, 2005.)
4.4Promissory Note, dated December 3, 2004, payable to Trade Winds Telecom, LLC. (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on May 23, 2005.)
10.1Mineral Claim dated October 2, 2000.(Incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
10.2
Mineral Property Staking and Sales agreement, dated 20 September 19, 2000, between Mr. Edward McCrossan and the Company. (Incorporated herein by reference to Exhibit 10.2 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
50
10.3 Office Services Agreement, dated May 1, 2000, between the Company and Dewey Jones. (Incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form SB-2 filed with the Commission on May 29, 2001.)
   
10.4 
Asset Purchase Agreement dated April 10, 2002 between Salim S. Rana Investments Corp. and Whistler Investments, Inc. (Incorporated by reference to Exhibit No. 10.1 to the
Company's Annual Report on Form 10-KSB, filed with the Commission on May 6, 2002.)
   
10.5 
Agreement dated January 1, 2003 between Whistler Investments, Inc. and Kim Larsen respecting the disposition of Azra Shopping Center. (Incorporated by reference to
Exhibit 10.1 to the Company's Amendment No. 1 to its Annual Report on Form 10-KSB filed May 8, 2003.)
2003)
   
10.6 Amendment to Licensing Agreement, dated October 21, 2003, between Nu Age Electric Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Commission on November 21, 2003.)

43
10.7 
Agreementdated October 21,2003, by and between RV Systems, Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.4 to the Company's Current Report
on Form 8-K, filed with the Commission on November 21, 2003.)
   
10.8 
Investment Agreement, dated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to Exhibit
10.5 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)
   
10.9 
Registration Rights Agreementdated as of January 19, 2004, by and between Whistler Investments, Inc. and Dutchess Private Equities Fund, L.P. (Incorporated by reference to
Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the Commission on January 23, 2004.)
   
10.10 Stock Redemption and Reissuance Agreement, dated as of February 10, 2004, Between Whistler Investments, Inc. and Salim S. Rana Investments, Inc. (Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
   
10.11 Letter from City of Austin, Texas, dated February 27, 2004. (Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
   
10.12 
Memorandum of Understanding, dated March 15, 2004, between Shanghai Geely Metop International and the Global Electric 21 subsidiary of Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
51
10.13 
Loan Agreement, made as of the 20th day of February, 2004, among Sterling Capital Inc. and Whistler Investments, Inc. (Incorporated by reference to Exhibit 10.13 to Amendment
No. 1 to the Company’sCompany's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
   
10.14 
Letter Agreement, dated February 3, 2004, between Whistler Investments, Inc. and RV Systems, Inc. (Incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the
Company’s Company's Annual Report on Form 10-KSB, filed with the Commission on October 4, 2004.)
   
10.15 
Purchase and Sale Agreement, made effective as of the 3rd day of December, 2004, between WhistlerTel, Inc. and Trade Winds Telecom, LLC. (Incorporated by reference to
Exhibit 10.15 to the Company’sCompany's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)
   
10.16 
Bill of Sale and Assignment, dated as of December 3, 2004, between Trade Winds Telecom LLC and Whistlertel,Inc. (Incorporated by reference to Exhibit 10.16 to the
Company’s Company's Current Report on Form 8-K, filed with the Commission on December 8, 2004.)
   
10.17 
Agreement and Plan of Reorganization, dated as of August 18, 2005, among the Company, Whistlertel, Inc. and Javakingcoffee, Inc. (Incorporated by reference to Exhibit
10.17 to the Company’sCompany's Current Report on Form 8-K, filed with the Commission on August 24, 2005.)
   
10.18 
Notice, dated July 2, 2005, from EV Innovations, Inc. To RV Systems, Inc. (Incorporated by reference to Exhibit 10.18Exhibit10.18 to the Company’s Annual Report on Form 10-KSB, filed
with the Commission on October 26, 2005.)

44
10.19 
NonreimbursableNon-reimbursable Space Act Agreement between National Aeronautics and Space Administration, John F. Kennedy Space Center and EV Innovations, Inc. (Incorporated
by reference to Exhibit 10.19 to the Company’sCompany's Quarterly Report on Form 10-QSB, filed with the Commission on March 17, 2006.
   
10.20 
Agreement dated March 30, 2006 between Paratransit, Inc. and the Company. (Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report
on Form 10-KSB, filed with the Commission on November 8, 2006.)
   
10.21 
Request for Pilot Approval, submitted May 31, 2006, to New York City Taxi and Limousine Commission by the Company. (Incorporated herein by reference to Exhibit 4.1 to the
Company’s Company's Annual Report on Form 10-KSB, filed with the Commission on November 8, 2006.)
   
10.22 
Consulting Agreement, dated March 26, 2007, between Hybrid Technologies, Inc. and Griffen Trading Company. (Incorporated(Incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-QSB, filed with the Commission on June 19, 2007.)
52
10.23 Loan Agreement, dated as of October 29, 2007, between Wyndom Capital Investments, Inc. and the Company. (Incorporated(Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)
   
10.24 Form of Note issuable pursuant to the Loan Agreement, dated October 29, 2007, between Wyndom Capital Investments, Inc. and the Company, filed herewith. (Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-KSB, filed with the Commission on November 13, 2007.)
   
10.25 Stock Purchase Agreement, dated as of April 15, 2008, between the Company and Blue Diamond Investments, Inc. (Incorporated(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
   
10.26 License Agreement, dated April 15, 2008, between the Company and Zingo, Inc. (now Superlattice Power, Inc.). (Incorporated(Incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2008.)
   
10.27 Loan Agreement, dated as of May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)
   
10.28 Form of Note issuable pursuant to the Loan Agreement, dated May 5, 2008, between Crystal Capital Ventures Inc. and the Company. (Incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed with the Commission on June 6, 2008.)
   
10.29 Letter to the Superlattice Power, Inc., dated October 1, 2009, waiving default under April 14, 2008 License Agreement, filed herewith.
   
2110.30 SubsidiariesLoan Agreement, dated as of Registrant,April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)
10.31Form of Note issuable pursuant to the Loan Agreement, dated April 15, 2010, between Winsor Capital Inc. and the Company. (Incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K, filed with the Commission on April 21, 2010.)

45
10.32License Agreement, made effective May 28, 2010, between the Company and Lithium Electric Vehicle Corp. (Incorporated by reference to Exhibit 10.32 to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2010.)
10.33Promissory Note, payable to Frontline Asset Management, Inc., filed herewith.
   
2310.34 ConsentAmendment to Promissory Note, dated October 11 , 2010, between the Company and Frontline Asset Management, Inc., filed herewith.
10.35Amendment, dated as of Independent Registered Public Accounting Firm,October  11, 2010, to License Agreement, dated as of May 28, 2010, by and between the Company and Lithium Electric Vehicle Corp., filed herewith.
10.36Amendment, dated as of October 12, 2010, to Loan Agreement, dated as of May 5, 2008, between the Company and Crystal Capital Investments, filed herewith.
10.37Amendment, dated May 25, 2010, to License Agreement, dated April 14, 2008, between the Company and Superlattice Power, Inc., filed herewith.
   
31 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
   
32 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
53
SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 EV INNOVATIONS, INC. 
    
Date: November 10, 2009
2, 2010		By:/s/ Stacey Fling 
  Stacey Fling 
  Chief Executive Officer and Principal Financial Officer 

In  accordance  with the  Securities  Exchange  Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By:  /s/ Stacey Fling   
 Stacey Fling   
 President and C.E.O.    
 (President, Chief Executive Officer    
 Principal Financial Officer and Director)    
      
Date: November 10, 2009
2, 2010    
      
By: /s/ Holly Roseberry    
 Holly Roseberry    
 (Director)    
      
Date: November 10, 20092, 2010    
EXHIBIT INDEX

10.29Letter to the Superlattice Power, Inc., dated October 1, 2009, waiving default under April 14, 2008 License Agreement.
23Consent of Independent Registered Public Accounting Firm.
31Certification  of  Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section  1350,  as  Adopted  Pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002.
5446