~~U.S.~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑	Quarterly report ~~under~~persuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~for~~
	For the quarterly period ended ~~September 30, 2013~~March 31, 2014

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition ~~period~~period from ________ to ________ .

Commission file number 1-12711

DIGITAL POWER CORPORATION

(Exact name of registrant as specified in its charter )

California	94-1721931
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

48430 Lakeview ~~Blvd.~~Blvd

Fremont, CA 94538-3158

(Address of principal executive offices)

(510) 657-2635

(Registrant’s telephone ~~number)~~number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☑ No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~Yes☑~~Yes ☑ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑

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

At ~~October 31, 2013,~~May 12, 2014, the registrant had outstanding ~~6,853,161~~6,838,848 shares of common stock.

DIGITAL POWER CORPORATION

TABLE OF CONTENTS

			Page
	~~Page~~
PART I – FINANCIAL INFORMATION

	Item 1.	Financial Statements	3

		Consolidated Balance Sheets as of ~~September 30, 2013~~March 31, 2014 and December 31, ~~2012~~2013	3

		Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and March 31, 2013 ~~and September 30, 2012~~	45

		Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2014 and March 31, 2013 ~~and September 30, 2012~~	56

		Statement of Changes in Shareholders’ Equity for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and March 31, 2013	67

		Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and March 31, 2013 ~~and September 30, 2012~~	78

		Notes to Interim Consolidated Financial Statements	~~8-13~~9

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1415
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	1718

PART II – OTHER INFORMATION			18
			17
	Item 1.	Legal Proceedings	1718
	Item 1A.	Risk Factors	1718
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 3.	Defaults Upon Senior Securities	24
	Item 4.	Reserved	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	25

SIGNATURES			26

PART I – FINANCIAL ~~INFORMATION~~INFORMAION

ITEM 1. FINANCIAL STATEMENTS

DIGITAL POWER CORPORATION AND ~~ITS~~IT'S SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

~~U.S. dollars in thousands, except share data~~

September 30,
2013

December 31,
2012

Unaudited

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$
1,544

$
1,821

Trade receivables (net of allowance for doubtful accounts of $ 146 as at September 30, 2013 and December 31, 2012)

2,323

1,390

Prepaid expenses and other receivables

186

139

Inventories (Note 3)

1,822

2,012

Total current assets

5,875

5,362

PROPERTY AND EQUIPMENT, NET

580

504

INTANGIBLE ASSET, NET

192

267

INVESTMENT IN TELKOOR (Note 7)

575

780

LONG-TERM DEPOSITS

13

19

Total assets

$
7,235

$
6,932

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

$
1,119

$
870

Related parties - trade payables

183

110

Advances from customers and deferred revenues

153

6

Other current liabilities

467

419

Total current liabilities

1,922

1,405

SHAREHOLDERS' EQUITY:

Share capital -

Series A Redeemable, Convertible Preferred shares, no par value - 500,000 shares authorized at September 30, 2013 and December 31, 2012; No shares are issued and outstanding.

-

-

Preferred shares, no par value - 1,500,000 shares authorized at September 30, 2013 and December 31, 2012; No shares are issued and outstanding.

-

-

Common shares, no par value - 30,000,000 shares authorized at September 30, 2013 and December 31, 2012; 6,853,161 shares issued and outstanding as at September 30, 2013 and December 31, 2012.

-

-

Additional paid-in capital

14,541

14,476

Accumulated deficit

(8,921
)

(8,650
)
Accumulated other comprehensive loss

(307
)

(299
)
Total shareholders' equity

5,313

5,527

Total liabilities and shareholders' equity

$
7,235

$
6,932

~~The accompanying notes are an integral part of the interim consolidated financial statements.~~

~~DIGITAL POWER CORPORATION AND ITS SUBSIDIARY~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

U.S. dollars in thousands ~~except per share data~~

Nine months ended
September 30,

Three months ended
September 30,

2013

2012

2013

2012

Unaudited

Revenues
$ 6,503 $ 6,861 $ 2,087 $ 1,679
Cost of revenues
4,100 4,016 1,398 1,037

Gross profit
2,403 2,845 689 642

Operating expenses:

Engineering and product development
573 513 224 191
Selling and marketing
794 760 270 270
General and administrative
1,180 1,228 429 424

Total operating expenses
2,547 2,501 923 885

Operating income (loss)
(144 ) 344 (234 ) (243 )
Financial income (expense), net
69 (20
)
(18 ) 2
Impairment of investment
(196 ) (218 ) (218 )

Income (loss) before income taxes
(271 ) 106 (252
)
(459 )

Income taxes
- 20 - 8

Net income (loss)
$ (271 ) 86 $ (252
)
$ (467 )

Basic net income (loss) per share
$ (0.039
)
$ 0.013 $ (0.037
)
$ (0.068 )

Diluted net income (loss) per share
$ (0.039
)
$ 0.012 $ (0.037
)
$ (0.068 )

	March 31, 2014		December 31, 2013
	Unaudited
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,665	$	1,696
Trade receivables (net of allowance for doubtful accounts of $ 146 as of March 31, 2014 and December 31, 2013, respectively)		1,493		2,157
Prepaid expenses and other accounts receivable		205		167
Inventories (Note 3)		1,698		1,751

Total current assets		5,061		5,771

PROPERTY AND EQUIPMENT, NET		605		616

INTANGIBLE ASSET, NET		147		171

INVESTMENT IN TELKOOR		410		406

LONG-TERM DEPOSITS		13		13

Total assets	$	6,236	$	6,977

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND ~~ITS~~IT'S SUBSIDIARY

CONSOLIDATED~~STATEMENTS OF COMPREHENSIVE INCOME~~ BALANCE

U.S. dollars in thousands

Nine months ended
September 30,

Three months ended
September 30,

2013

2012

2013

2012

Unaudited

Net (loss) income
$ (271
)
$ 86 $ (252
)
$ (467 )
Other Comprehensive income, net of tax:

Change in net unrealized gain on available-for-sale marketable securities
- 473 - 359
Change in net foreign currency translation adjustment
(8
)
139 163 113
Other comprehensive (loss) income
(8
)
612 163 472
Total comprehensive (loss) income:
(279
)
698 (89
)
5

	March 31, 2014			December 31, 2013
	Unaudited

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	841		$	1,109
Trade payables - related parties		65			248
Advances from customers and deferred revenue		-			128
Other current liabilities		441			445

Total current liabilities		1,347			1,930

SHAREHOLDERS' EQUITY:
Share capital -
Series A Redeemable Convertible Preferred shares, no par value - 500,000 shares authorized; 0 shares issued and outstanding at March 31, 2014 and December 31, 2013		-			-
Preferred shares, no par value - 1,500,000 shares authorized; 0 shares issued and outstanding at March 31, 2014 and December 31, 2013		-			-
Common shares, no par value - 30,000,000 shares authorized; 6,799,100 and 6,853,161 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively		-			-
Additional paid-in capital		14,565			14,582
Accumulated deficit		(9,440	)		(9,282	)
Accumulated other comprehensive loss		(236	)		(253	)

Total shareholders' equity		4,889			5,047

Total liabilities and shareholders' equity	$	6,236		$	6,977

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND ~~ITS~~IT'S SUBSIDIARY

~~STATEMENT~~CONSOLIDATEDSTATEMENTS OF ~~CHANGES IN SHAREHOLDERS' EQUITY~~OPERATIONS

U.S. dollars in thousands, except per share data

Common
shares

Additional
paid-in

Accumulated

Other
accumulated
comprehensive

Total
comprehensive

Total
shareholders'

Number

capital

deficit

loss

Income

Equity

Balance as of January 1, 2013
6,853,161 $ 14,476 $ (8,650
)
$ (299
)
- $ 5,527

Stock based compensation related to options granted to Telkoor's employees and other non- employee consultants
- (17
)
- - - (17
)
Stock based compensation related to options granted to employees
- 82 - - - 82
Comprehensive income:

Net loss
- - (271
)
- (271
)
(271
)
Foreign currency translation adjustments
- - - (8
)
(8
)
(8
)

Total comprehensive income
$ (279
)

Balance as of September 30, 2013 (unaudited)
6,853,161 $ 14,541 $ (8,921
)
$ (307
)
$ 5,313

	Three months ended March 31,
	2014			2013
	Unaudited

Revenues	$	2,037		$	2,189
Cost of revenues		1,275			1,361

Gross profit		762			828

Operating expenses:
Engineering and product development		183			172
Selling and marketing		312			267
General and administrative		422			375

Total operating expenses		917			814

Operating (loss) income		(155	)		14
Other income (expenses) , net		(3	)		93

Income (loss) before income taxes		(158	)		107

Income taxes		-			-
Net (loss) income	$	(158	)	$	107

Basic net (loss) income per share	$	(0.023	)	$	0.016

Diluted net (loss) income per share	$	(0.023	)	$	0.016

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND ~~ITS~~IT'S SUBSIDIARY

CONSOLIDATEDSTATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE INCOME

U.S. dollars in thousands

Nine months ended
September 30,

2013

2012

Unaudited
Cash flows from operating activities :

Net income (loss)
$ (271
)
$ 86
Adjustments required to reconcile net income to net cash provided by (used in) operating activities:

Depreciation
78 76
Amortization of intangible asset
72 73
Stock based compensation related to options granted to employees
82 101
Stock based compensation related to options granted to Telkoor's employees
(18
)
(3
)
Impairment of investment in Telkoor
196 218
Decrease (increase) in trade receivables, net
(919
)
105
(Increase) decrease in prepaid expenses and other accounts receivable
(46 ) (33
)
Decrease in inventories
196 213
Decrease in accounts payable and related parties- trade payables
309 (299
)
Decrease in deferred revenues and other current liabilities
190 (368
)
Decrease (increase) in long term loan and lease 6 -

Net cash (used by)/provided by operating activities
(125
)
169

Cash flows from investing activities :

Purchase of property and equipment
(155
)
(81
)

Net cash used in investing activities
(155
)
(81
)

Cash flows from financing activities :

- -
Effect of exchange rate changes on cash and cash equivalents
3 25

Increase/ (decrease) in cash and cash equivalents
(277
)
113
Cash and cash equivalents at the beginning of the period
1,821 1,777

Cash and cash equivalents at the end of the period
$ 1,544 $ 1,890

	Three months ended March 31,
	2014			2013
	Unaudited

Net (loss) income	$	(158	)	$	107
Other comprehensive income, net of tax:
Change in net foreign currency translation adjustment		17			(181	)
Other comprehensive income (loss)		17			( 181	)
Total comprehensive (loss):	$	(141	)		(74	)

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND ~~ITS~~IT'S SUBSIDIARY

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

U.S. dollars in thousands, except share data

	Common shares			Additional paid-in			Accumulated			Other accumulated comprehensive			Total Comprehensive			Total shareholders'
	Number			capital			deficit			loss			Income			equity

Balance as of January 1, 2014		6,853,161		$	14,582		$	(9,282	)	$	(253	)				$	5,047

Purchase of treasury stock		(54,061	)		(40	)											(40	)
Stock compensation related to optionsgranted to employees					22												22
Stock compensation related to optionsgranted to non-employees					1												1
Comprehensive income:
Net loss		-			-			(158	)		-			(158	)		(158	)
Foreign currency translation adjustments											17			17			17

Total comprehensive income													$	(141	)

Balance as of March31, 2014 (unaudited)		6,799,100		$	14,565		$	(9,440	)	$	(236	)				$	4,889

Balance as of January 1, 2013		6,853,161		$	14,476		$	(8,650	)	$	(299	)				$	5,527

Stock compensation related to options granted to Telkoor's employees		-			9			-			-						9
Stock compensation related to options granted to employees		-			28			-			-						28
Comprehensive income:
Net income		-			-			107			-		$	107			107
Foreign currency translation adjustments		-			-			-			(181	)		(181	)		(181	)

Total comprehensive income													$	(74	)

Balance as of March31, 2013 (unaudited)		6,853,161		$	14,513		$	(8,543	)	$	(480	)				$	5,490

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND IT'S SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,
	2014			2013
	Unaudited
Cash flows from operating activities:

Net (loss) income	$	(158	)	$	107
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation		35			25
Amortization of intangible asset		26			24
Stock compensation related to options granted to employees		22			28
Stock compensation related to options granted to Telkoor's employees and other non-employee consultant		1			9
Decrease (increase) in trade receivables, net		669			(686	)
Increase in prepaid expenses and other accounts receivable		(37	)		(43	)
Decrease in inventories		63			141
Increase (decrease) in accounts payable and related parties- trade payables		(452	)		252
Increase (decrease) in deferred revenues and other current liabilities		(136	)		2

Net cash provided (used) by operating activities		33			(141	)

Cash flows from investing activities:

Purchase of property and equipment		(38	)		(50	)

Proceeds from sales of property and equipment		16			-

Net cash used in investing activities		(22	)		(50	)

Cash flows from financing activities:

Purchase of treasury stock		(40	)		-

Net cash used in financing activities		(40	)		-

Effect of exchange rate changes on cash and cash equivalents		(2	)		(43	)

Decrease in cash and cash equivalents		(31	)		(234	)
Cash and cash equivalents at the beginning of the period		1,696			1,821

Cash and cash equivalents at the end of the period	$	1,665		$	1,587

The accompanying notes are an integral part of the interim consolidated financial statements.

DIGITAL POWER CORPORATION AND SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 1:-GENERAL

Digital Power Corporation (the "Company" or "DPC") was incorporated in 1969, under the General Corporation Law of the State of California. The Company and Digital Power Limited ("DPL"), a wholly owned subsidiary located in the United Kingdom, are currently engaged in the design, manufacture and sale of switching power supplies and converters. The Company has two reportable geographic segments - North America (sales through DPC) and Europe (sales through DPL).

The Company depends on Telkoor Telecom Ltd. ("Telkoor"), a major shareholder of the Company and one of DPC's third party subcontractors, for manufacturing capabilities in production of the products which DPC sells. If these manufacturers are unable or unwilling to continue manufacturing the Company's products in required volumes on a timely basis, that could lead to loss of sales, and adversely affect the Company's operating results and cash position. The Company also depends on Telkoor's intellectual property and ability to transfer production to third party manufacturers. Failure to obtain new products in a timely manner or delay in delivery of product to customers will have an adverse effect on the Company's ability to meet its customers' expectations. In 2010, the Company purchased a specific intellectual property (IP) from Telkoor in order to reduce its dependency on Telkoor with respect to a certain line of products.

NOTE 2:-SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements as of ~~September 30, 2013~~March 31, 2014 and for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and 2013 ~~and 2012~~ are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of the financial condition and results of operations, contained in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2012.~~2013. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2013~~March 31, 2014 are not necessarily indicative of the results for the entire fiscal year ending December 31, ~~2013.~~2014.

The significant accounting policies applied in the annual financial statements of the Company as of December 31, ~~2012~~2013 are applied consistently in these financial statements. ~~In addition, the following accounting policy is applied:~~

~~Accounting for stock-based compensation:~~

The Company has several stock-based employee compensation plans, which are described more fully in Note 4. The Company accounts for stock-based compensation in accordance with Accounting Standards Codification Statement ("ASC") 718 (formerly SFAS No. 123 (revised 2004)) "Stock compensation" ("ASC 718").

The Company and its subsidiary apply ASC 718 and ASC 505-50 (formerly EITF 96-18) "Equity-Based Payments to Non-Employees" ("ASC 505-50") to options issued to non-employees. ASC 718 requires use of an option valuation model to measure the fair value of the options at the grant date.

DIGITAL POWER CORPORATION AND ~~ITS~~ SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 3:- INVENTORIES

	September 30, 2013		December 31, 2012		March 31, 2014		December 31, 2013
	Unaudited				Unaudited

Raw materials, parts and supplies	$	339	$	426	$	364	$	186
Work in progress		330		368		339		428
Finished products		1,153		1,218		995		1,137

	$	1,822	$	2,012	$	1,698	$	1,751

NOTE 4:-ACCOUNTING FOR STOCK-BASED COMPENSATION

~~Stock~~Share option plans:

Under the Company's stock option plans, options may be granted to employees, officers, consultants, service providers and directors of the Company or its subsidiary.


	2.	As of ~~September 30, 2013,~~March 31, 2014, the Company has authorized ~~by way of three~~according to the Incentive Share Option Plans, the grant of options to officers, management, other key employees and others of up to 1,373,000, 513,000, 240,000 and 1,519,000, ~~shares,~~ respectively, for the Company's Common shares. For all four Incentive Share Option Plans, the maximum term of the ~~Company's common stock. At the company’s annual meeting on August 12, 2013, the company’s shareholders approved an increase in the total number~~options is ten years from date of ~~shares available under the 2012 Stock Option Plan from 410,145 to 1,372,630 shares.~~grant. As of ~~September 30, 2013, options to purchase up to~~March 31, 2014, an aggregate of ~~1,332,630~~1,464,630 shares of the Company's common stock are still available for future ~~grant under the 2012 Plan. All plans prior to the 2012 Plan have expired.~~grant.


	3.	The options granted generally become fully exercisable after four years and expire no later than 10 years from the date of the option grant. Any options that are forfeited or cancelled before expiration become available for future grants.

Nine months ended September 30, 2013

Amount
of options

Weightedaverage
exerciseprice

Weighted average remaining contractual term (years)

Aggregate intrinsic value (*)

Outstanding at the beginning of the period
832,763 $ 1.30 6.08 $ 1

Outstanding at the end of the period
822,763 $ 1.30 5.40 $ -

Exercisable options at the end of the period
586,763 $ 1.27 4.47 $ -

~~(*)~~

~~Calculation of aggregate intrinsic value is based on the share price of the Company's common stock as of September 30, 2013 ($ 0.71 per share).~~

DIGITAL POWER CORPORATION AND ~~ITS~~ SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 4:- ACCOUNTING FOR STOCK-BASED COMPENSATION (Cont.)

Stock option plans ~~(cont.~~(Cont.):

A summary of the Company's employee share option activity (except options to consultants and service providers) and related information is as follows:

	Three months ended March 31, 2014
	Amount of options		Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value *)
Outstanding at the beginning of the period		712,763	$	1.33		5.38	$	-
Outstanding at the end of the period		700,763	$	1.33		5.17	$	252

Exercisable options at the end of the period		560,263	$	1.31		4.74	$	219

*) Calculation of aggregate intrinsic value is based on the share price of the Company's common stock as of March 31, 2014 ($ 1.68 per share).

Under the provisions of ASC 718, the fair value of each option is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions such as stock price on the date of the grant, exercise price, risk-free interest rate, expected volatility, expected life and expected dividend yield of the option. Expected volatility is based exclusively on historical volatility of the entity's stock as allowed by ASC 718. The Company uses historical information with respect to the employee options exercised to estimate the expected term of options granted, representing the period of time that options granted are expected to be outstanding. The risk-free interest rate of period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

No options were granted during the first three months of 2014.

As of March 31, 2014, there was $ 134 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the stock option plans. That cost is expected to be recognized over a period of the next 1.41 years.

Under the provisions of ASC 718, the fair value of each option is estimated on the date of grant using a Black-Sholes option valuation model that uses the assumptions such as stock price on the date of the grant, exercise price, risk-free interest rate, expected volatility, expected life and expected dividend yield of the option. Expected volatility is based exclusively on historical volatility of the entity's stock as allowed by ASC 718. The Company uses historical information with respect to the employee options exercised to estimate the expected term of options granted, representing the period of time that options granted are expected to be outstanding. The risk-free interest rate of period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

~~No options were granted during the first nine months of 2013 and 2012.~~

	b.	Employee Stock Ownership Plan:

		The ~~total employee's equity-based compensation expense related~~Company has an Employee Stock Ownership Plan ("ESOP") which it is in the process of liquidating. The ESOP provides for the Employee Stock Ownership Trust ("ESOT") to ~~all~~distribute the Company's Common shares or cash equivalents as retirement benefits to the participants. As of March 31, 2014 the Company had repurchased and retired 64,050 shares of the ~~Company's equity-based awards, recognized~~167,504 shares originally held by ESOT in exhcange for cash equivalent payments to the ~~nine months~~participants and ~~three months ended September~~expects to repurchase or distribute the remaining 103,454 shares to the remaining participants by June 30, ~~2013 is comprised as follows:~~ 2014.

Nine months ended

Three months ended

September 30, 2013

September 30, 2012

September 30, 2013

September 30, 2012

Unaudited

Unaudited

Unaudited

Unaudited

Sales and marketing expenses

4

5

2

2

General and administrative

61

96

8

38

Total employees equity-based compensation expense

65

101

10

40

As of September 30, 2013, there was $ 192 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the stock option plans. That cost is expected to be recognized over a period of the next 21 months.

DIGITAL POWER CORPORATION AND ~~ITS~~ SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

~~NOTE 4:-~~ ~~ACCOUNTING FOR STOCK-BASED COMPENSATION (Cont.)~~

~~Employee Stock Ownership Plan:~~

The Company has an Employee Stock Ownership Plan ("ESOP") covering eligible employees which it is in the process of terminating. The ESOP provided for the Employee Stock Ownership Trust ("ESOT") to distribute shares of the Company's Common shares as retirement benefits to the participants. The Company has not distributed shares since 1998 and as of September 30, 2013, the ESOT held 157,515 shares of common stock. In September, 2013,the ESOT began notifying the ESOP participants of their options with respect to the termination of ESOT shares and will begin processing either an equivalent cash payment or an exchange of the equivalent value of the Company’s common stock.

NOTE 5:- NET ~~INCOME~~EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of the basic and diluted net earnings per share:

Numerator:

~~1. Numerator:~~

	Three months ended March 31,
	2014			2013
	Unaudited

Net (loss) income available to Common shareholders	$	(158	)	$	107

Denominator:

Denominator for basic net earnings per share of weighted average number of Common shares	6,841,201	6,853,161
Effect of dilutive securities:
Employee stock options	12,656	559

Denominator for diluted net earnings per Common share	6,853,857	6,853,720

NOTE 6:- OTHER INCOME (EXPENSE)

Nine months ended
September 30,

Three months ended
September 30,

2013

2012

2013

2012

Unaudited

Net income (loss) available to Common shareholders
$ (271 ) $ 86 $ (252
)
$ (467 )

Other expense for the three months ended March 31, 2014 relates to foreign exchange losses. Other income for the three months ended March 31, 2013 includes a dividend of $63 received from Telkoor and foreign exchange gains.

~~2. Denominator:~~

Nine months ended
September 30,

Three months ended
September 30,

2013

2012

2013

2012

Unaudited

Denominator for basic net income per share of weighted average number of common shares
6,853,161 6,855,501 6,853,161 6,863,150
Effect of dilutive securities:

Employee stock options
- 131,083 - 70,451

Denominator for diluted net income per common share
6,853,161 6,986,584 6,853,161 6,933,601

DIGITAL POWER CORPORATION AND ~~ITS~~ SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 6:7:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

The Company has two reportable geographic segments (see Note 1 for a brief description of the Company's business).

The following data presents the revenues, expenditures and other operating data of the Company's geographic operating segments in accordance with ASC 218 (formerly SFAS No. 131) "Segment Reporting" ("ASC 218").

Nine months ended September 30, 2013 (unaudited)

DPC

DPL

Eliminations

Total

Revenues
$ 3,917 $ 2,586 $ - $ 6,503
Intersegment revenues
226 - (226
)
-
Total revenues
$ 4,143 $ 2,586 $ (226
)
$ 6,503

Depreciation and amortization
$ 31 $ 119 $ - $ 150
Operating income (loss)
$ (69 ) $ (75 ) $ - $ (144 )
Impairment of investment
$ (196
)
$ (196 )
Tax expense
$ -
Net income (loss)
$ (70 ) $ (201
)
$ - $ (271
)
Expenditures for segment assets
$ 102 $ 53 $ - $ 155
Identifiable assets
$ 3,941 $ 3,294 $ - $ 7,235

Nine months ended September 30, 2012 (unaudited)

DPC

DPL

Eliminations

Total

Revenues
$ 4,010 $ 2,851 $ - $ 6,861
Intersegment revenues
379 56 (435
)
-
Total revenues
$ 4,389 $ 2,907 $ (435
)
$ 6,861

Depreciation and amortization
$ 36 $ 114 $ - $ 150
Operating income
$ 145 $ 199 $ - $ 344
Impairment of investment
$ (218 ) $ (218 )
Tax expense
$ (20
)
Net income (loss)
$ 125 $ (39 ) $ - $ 86
Expenditures for segment assets
$ 67 $ 14 $ - $ 81
Identifiable assets
$ 3,970 $ 3,532 $ - $ 7,502

	Three months ended March 31, 2014 (unaudited)
	DPC			DPL			Eliminations			Total

Revenues	$	1,166		$	871		$	-		$	2,037
Intersegment revenues		7			-			(7	)		-

Total revenues	$	1,173		$	871		$	(7	)	$	2,037

Depreciation and amortization expense	$	16		$	45		$	-		$	61

Operating loss	$	(148	)	$	(7	)	$	-		$	(155	)

Other expense, net											(3	)

Tax expense											-

Net loss	$	(148	)	$	(10	)	$	-		$	(158	)

Expenditures for segment assets, net of retirements, as of March 31, 2014	$	38		$	(16	)	$	-		$	22

Total assets as of March 31, 2014	$	3,416		$	2,820		$	-		$	6,236

DIGITAL POWER CORPORATION AND ~~ITS~~ SUBSIDIARY

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 6:7:-SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION (Cont.)

Three months ended September 30, 2013 (unaudited)

DPC

DPL

Eliminations

Total

Revenues
$ 1,409 $ 678 $ - $ 2,087
Intersegment revenues
27 0 (27
)
-
Total revenues
$ 1,436 $ 678 $ (27
)
$ 2,087

Depreciation expense
$ 12 $ 39 $ - $ 51
Operating income (loss)
$ (126 ) $ (108 ) $ - $ (234 )
Tax expense
$ -
Net income (loss)
$ (126 ) $ (126
)
$ - $ (252
)
Expenditures for segment assets
$ 16 $ 34 $ - $ 50
Identifiable assets
$ 3,941 $ 3,294 $ - $ 7,235

	Three months ended March 31, 2013 (unaudited)
	DPC		DPL		Eliminations			Total

Revenues	$	1,132	$	1,057	$	-		$	2,189
Intersegment revenues		38		-		(38	)		-

Total revenues	$	1,170	$	1,057	$	(38	)	$	2,189

Depreciation and amortization expense	$	8	$	40	$	-		$	48

Operating income	$	-	$	14	$	-		$	14

Other income, net									93

Tax expense									-

Net income	$	-	$	107	$	-		$	107

Expenditures for segment assets, net as of March 31, 2013	$	33	$	17	$	-		$	50

Total assets as of March 31, 2013	$	3,887	$	3,228	$	-		$	7,115

Three months ended September 30, 2012 (unaudited)

DPC

DPL

Eliminations

Total

Revenues
$ 1,157 $ 522 $ - $ 1,679
Intersegment revenues
89 53 (142
)
-
Total revenues
$ 1,246 $ 575 $ (142
)
$ 1,679

Depreciation expense
$ 13 $ 38 $ - $ 51
Operating income
$ (102 ) $ (144 ) $ - $ (243 )
Impairment of investment
$ (218 ) $ (218 )
Tax expense
$ (8 )
Net income
$ (107 ) $ (360 ) $ - $ (467 )
Expenditures for segment assets
$ 10 $ - $ 10
Identifiable assets
$ 3,970 $ 3,532 $ - $ 7,502

~~NOTE 7:-~~ ~~INVESTMENT IN TELKOOR~~

On June 16, 2011 the Company has acquired 1,136,666 shares of Telkoor, a major shareholder of the Company and an Israeli company listed in the Tel Aviv stock exchange, which represents 8.8% of the outstanding shares of Telkoor. As a result of this transaction, an existing manufacturing agreement between Digital Power and Telkoor will be updated and extended. The investment is accounted for as available-for-sale security. In September 2012, the investment has been accounted for under cost method as Telkoor shares do not have readily determinable fair value on the Tel Aviv Stock Exchange. The Company evaluated the fair value of the investment with assistance of a third party valuation. Such evaluation was based upon measurement of Telkoor’s total equity value (in accordance with ASC 820 – Fair Value Measurements) using the Income Approach based upon a discounted cash flow forecast for Telkoor in addition to the market value of Telkoor’s investment in the Company. An other than temporary impairment loss of $218 was recognized in finance expenses in the quarter ended September 30, 2012. The fair value of the investment as of December 31, 2012 was $780. The Company obtained another third party evaluation (based upon the Income Approach) of the stock during the quarter ended June 30, 2013 and recognized the fair value of the investment to be reduced to $542 . As a result the Company recorded an impairment loss of $196 during the quarter and six months ended June 30, 2013. The Company has evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation has the ability and intent to hold these investments until a recovery of fair value. Company has two reportable geographic segments (see Note 1 for a brief description of the Company's business).

~~NOTE 8:-~~ ~~FAIR VALUE~~

Investment in Telkoor and stock options issued to non-employees are categorized as Level 3 fair value investments. There were no reclassifications during the quarter and nine months ended September 30, 2013 and 2012 respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on our expectations, beliefs, forecasts, intentions and future strategies and are signified by the words "expects," "anticipates," "intends," "believes" or similar language. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business and other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under “Part II, Item 1A. Risk Factors” and elsewhere in this report. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. All forward-looking statements included in this quarterly report are based on information available to us on the date of this report and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

In this quarterly report, the “Company,” “Digital Power,” “we,” “us” and “our” refer to Digital Power Corporation, a California corporation, and our wholly-owned subsidiary, Digital Power Limited.

GENERAL

Digital Power Corporation is a solution-driven organization that designs, develops, manufactures and sells high-grade customized and flexible power system solutions for the most demanding applications in the medical, military, telecom and industrial markets. We are highly focused on high-grade and custom product designs for the commercial, medical and military/defense markets, where customers demand high density, high efficiency and ruggedized products to meet the harshest and/or military mission critical operating conditions. We are a California corporation originally formed in 1969, and our common stock trades on the NYSE MKT under the symbol “DPW”. Our corporate headquarters are located in the heart of the Silicon Valley.

We also have a wholly-owned subsidiary, Digital Power Limited ("DPL"), which operates under the brand name of “Gresham Power Electronics” (“Gresham”). DPL is located in Salisbury, England, and it designs, manufactures and sells power products and system solutions mainly for the European marketplace, including power conversion, power distribution equipment, DC/AC (Direct Current/Active Current) inverters and UPS (Uninterrupted Power Supply) products. DPL’s defense business has specialists in the field of naval applications of power distribution conversion.

We believe that we are one of the first companies in the power solutions industry to introduce a product strategy based on the premise that products developed with an extremely flexible architecture enable rapid modifications to meet unique customer requirements for non-standard output voltages. The development and implementation of this strategy has resulted in broad acceptance in the telecom/industrial, and increasingly in the medical market, segments for our new line of high density and high efficiency power products. These products set an industry standard for providing high-power output in package sizes that are among the smallest available for such commercial products.

We market and sell our products to many diverse market segments, including the telecom, industrial, medical and military/defense industries. Our products serve a global market, with an emphasis on North America and Europe. We offer a broad product variety, including a full custom product design, standard and ~~production,~~modified-standard products. Our unique high-speed switching power rectifiers includes but is not limited to custom power products, front-end, ~~modified-standard and value added products,~~ open-frame, ~~Compact-PCI, ATSC, Micro TCA, Front-Ends Systems and~~enclosed, Compact PCI, MicroTCA, PoE (Power over Ethernet) and other product solutions, providing power output from 50 ~~watts~~ to ~~72,000~~24,000 watts.

In an effort to provide short lead-times, high quality products and competitive pricing to support our markets, we have entered into production agreements with several contract manufacturers located in Asia, primarily China. These agreements allow us to better control production costs and ensure high quality products deliverable in a timely manner to meet market demand. ~~However, we use domestic manufacturers to manufacture prototypes, “short production run” and our military products.~~

We intend to remain an innovative leader in the development of cutting-edge custom power solutions and feature rich ~~features~~ products to meet any customer needs and requirements, rugged power systems to meet harsh and extreme operation environmental requirements, and high performance, high efficiency, high-density and modular power systems. We are focusing today on developing even more high-grade custom power system solutions for numerous customers in a broadly diversified range of markets and challenging environments. Each product development is based on best of class performance criteria, including unique, advanced feature sets and a special layout to meet our customers’ unique operating conditions where efficiency, size and time to market are key to their success. We are taking initiatives to develop and sell high efficiency “green power” solutions.

RESULTS OF OPERATIONS

THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30, 2013,~~MARCH 31, 2014, COMPARED TO ~~SEPTEMBER 30, 2012~~THREE MONTHS ENDED MARCH 31, 2013

Revenues

Our ~~consolidated~~ revenues ~~increased~~decreased by ~~24%~~$152,000 or 6.9% to ~~$2.1 million~~$2,037,000 for the three months ended ~~September 30, 2013,~~March 31, 2014, from ~~$1.7 million~~$2,189,000 for the three months ended ~~September 30, 2012.~~March 31, 2013. The ~~increase in revenues~~decrease was ~~mainly~~primarily due to ~~an increase in~~the timing of shipments of ~~our standard~~military products ~~to commercial markets.~~by DPL, the Company’s wholly owned U.K. subsidiary.

Revenues from our U.S. operations increased marginally by 3.0% to $1,166,000 for the three months ended ~~September 30, 2013 increased by 17% to $1.4 million~~March 31, 2014, from ~~$1.2 million~~$1,132,000 for the three months ended ~~September 30, 2012 mainly the result of~~March 31, 2013. The increase was primarily due to an incremental increase in ~~shipments of~~ standard products. Revenues from our European operation increased by 30% to $678,000 for the three months ended September 30, 2013 as compared to $522,000 million for the same period in 2012. The increase in revenues of our European operation was attributable to increased sales of custom products to both the defense and commercial markets.

For the nine months ended September 30, 2013, our revenues decreased by 6% to $6.5 million from $6.9 million for the nine months ended September 30, 2012. The decrease in the revenues was attributable to the end of life of certain military products of our European operations and slightly lower demand in our domestic operations.

~~For the nine months ended September 30, 2013, revenues from our U.S. operations decreased by 2.5% to $3.9 million from $4.0 for the nine months ended September 30, 2012 reflecting lower custom~~ product ~~shipments.~~sales. Revenues from our European operations of DPL decreased by ~~10%~~17.6% to ~~$2.6 million~~$871,000 for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014, from ~~$2.9 million~~$1,057,000 for the ~~nine~~three months ended ~~September 30, 2012~~March 31, 2013. The decrease was primarily ~~attributable to lower commercial shipments.~~the result of a reduction in the number of completed defense-related contracts.

Gross Margins

Gross margins decreased slightly to ~~33%~~37.4% for the three months ended ~~September 30, 2013,~~March 31, 2014, compared to ~~38%~~37.8% for the three months ended ~~September 30, 2012. Gross margins for the nine months ended September 30, 2013 decreased to 37% compared to the gross margins of 41% for the nine months ended September 30, 2012.~~March 31, 2013. The decrease in gross margins ~~for the three and six months ended September 30, 2013~~ was mainly ~~due~~attributable to the effect of fixed overhead costs on the lower ~~revenues.~~ sales volume of the Company’s European operations of DPL.

Engineering and Product Development

Engineering and product development expenses ~~were $224,000, or 10.7% of revenues~~increased by $11,000 to $183,000 for the three months ended ~~September 30, 2013, compared to $191,000 or 11.4% of revenues~~March 31, 2014 from $172,000 for the three months ended September 30, 2012. Engineering and product development expenses were $573,000 or 8.8% of revenues for the nine months ended September 30, 2013 as compared to $513,000 or 7.5% of revenues for the nine months ended September 30, 2012.March 31, 2013. The increase ~~in our~~was primarily related to the timing of contractual engineering services and ~~product development expenses was mainly due to an increased spending on outside consulting costs.~~safety license fee payments.

Selling and Marketing

Selling and marketing expenses were ~~$270,000 or 12.9% of revenues~~$312,000 for the three months ended ~~September 30, 2013 as~~March 31, 2014 compared to ~~$270,000 or 16.1% of revenues,~~$267,000 for the three months ended September 30, 2012. Selling and marketing expenses were $794,000 or 12.2% of revenues for the nine months ended September 30, 2013 as compared to $760,000 or 11.1% of revenues for the nine months ended September 30, 2012.March 31, 2013. The increase ~~in selling and marketing expenses during the nine months ended September 30, 2013 as compared~~of $45,000 was primarily related to incremental personnel costs related to the ~~nine months ended September 30, 2012 was primarily due to increased expense~~addition of regional sales management personnel in ~~selling and marketing headcount.~~the U.S. partially offset by lower travel expenses.

General and Administrative

General and administrative expenses were ~~$429,000 or 20.6% of revenues,~~$422,000 for the three months ended ~~September 30, 2013 as~~March 31, 2014 compared to ~~$424,000, or 25.2% of revenues,~~$375,000 for the three months ended September 30, 2012. General and administrative expenses were $1,180,000 or 18.1% of revenues for the nine months ended September 30, 2013 as compared to $1,228,000 or 17.9% of revenues for the nine months ended September 30, 2012.March 31, 2013. The ~~decrease~~increase in general and administrative expenses ~~during~~was the ~~nine months ended September 30, 2013 as compared to~~result of the ~~nine months ended September 30, 2012 was mainly due to~~addition of the Vice President of Finance (partially offset by lower contractual financial services) and higher travel, legal, investor relations, and consulting ~~costs.~~

expenses.

Financial ~~Income (Expense)~~Expenses, net

Financial expense was ~~$18,000~~$3,000 for the three months ended ~~September 30, 2013~~March 31, 2014 compared to financial income of ~~$2,000~~$93,000 for the three months ended ~~September 30, 2012. Financial income was $69,000 for~~March 31, 2013. For the ~~nine~~three months ended ~~September 30, 2013 compared to~~March 31, 2014, the financial expense ~~of $20,000 for~~related to foreign currency fluctuations. For the ~~nine~~three months ended ~~September 30, 2012. The change in~~March 31, 2013 the financial ~~results was due~~income related to a dividend from Telkoor and foreign currency exchange gains.

Operating income (loss)

The Company recorded an operating loss of ~~$63 received~~$155,000 for the three months ended March 31, 2014 compared to operating income of $14,000 for the three months ended March 31, 2013. This change was primarily due to lower gross profit caused by lower sales volume for the first quarter of 2014 year as compared to the first quarter of 2013 and to higher operating expenses which were the result of additional sales personnel costs associated with new hires subsequent to March 31, 2013 and an increase in certain nonrecurring outside service and consulting costs.

Net income (loss)

The Company recorded a net loss of $158,000 for the three months ended March 31, 2014 compared to net income of $107,000 for the three months ended March 31, 2013. In addition to the aforementioned reasons for the change in operating income/(loss), the change in net income (loss) was pimarily due to the receipt of a dividend from Telkoor in the ~~quarter~~three months ended March 31, 2013 ~~and to foreign currency fluctuations during~~but not in the ~~respective periods.~~

~~Impairment of Investment~~

~~For the nine~~three months ended September 30, 2013, the Company recorded an impairment of $196,000 in the investment made in Telkoor equity shares based on independent valuation obtained for the quarter ended June 30,2013. For the three and nine months ended September 30, 2012,~~the company recorded an impairment expense of $218,000 also based upon an independent valuation.~~ ~~See Note 7 to the Consolidated Financial Statements.~~

March 31, 2014.

LIQUIDITY AND CAPITAL RESOURCES

On ~~September 30, 2013, the Company~~March 31, 2014, we had cash and cash equivalents of ~~$1.5 million and working capital of $4.0 million.~~$1,665,000. This ~~compared~~compares with cash and cash equivalents of ~~$1.8 million and working capital of $4.0 million~~$1,696,000 at December 31, ~~2012.~~2013. The slight decrease in cash and cash equivalents was primarily due ~~mainly~~ to the net loss of $158,000 and a decrease in accounts payable of $452,000 offset by a significant decrease in accounts receivable balances of $669,000.

Net cash provided by operating ~~loss~~activities totaled $33,000 for the ~~nine~~three months ended ~~September 30,~~March 31, 2014 compared to net cash used in operating activities of $141,000 for the three months ended March 31, 2013. In the 2014 period, the net cash provided from operating activities was mainly due to the collection of accounts receivable offset by payments of accounts payable and the operating loss. For the 2013 ~~and an increase in trade receivables partially offset~~period, the net cash used by operating activities was primarily the result of an increase in accounts ~~payable. Working capital remained virtually unchanged as the decrease in cash and cash equivalents and inventories and~~receivable balances offset by the increase in accounts payable balances, decrease in inventories, and ~~deferred revenue was offset by the increase in trade receivables.~~

~~Net cash used by~~an operating ~~activities totaled $125,000 for nine months ended September 30, 2013 compared to net cash provided by operating activities of $169,000 for the nine months ended September 30, 2012.~~profit.

Net cash used in investing activities was ~~$155,000~~$22,000 for the ~~nine~~three months ended ~~September 30, 2013~~March 31, 2014 compared to ~~$81,000~~net cash used in investing activities of $50,000 for the ~~nine~~three months ended ~~September 30, 2012.~~March 31, 2013. The ~~net usage of cash for~~ investing activities ~~in 2013and 2012 was due mainly to a purchase~~for both periods represented purchases of ~~equipment.~~property

and equipment net of retirements.

Net cash used by financing activities was $40,000 for the three months ended March 31, 2014 and represented purchases of treasury stock related to the liquidation of the Company’s Employee Stock Ownership Plan. There were no ~~cash flows from~~ financing activities ~~for~~in the ~~nine~~three months ended ~~September 30, 2013 and September 30, 2012.~~March 31, 2013.

~~The company believes it has~~We believe we have adequate resources at this time to continue ~~its~~our operational and promotional efforts to increase sales and support our current operation. However, if ~~the company does~~we do not increase our sales, itwe may have to raise money through debt or equity, which may dilute shareholders’ equity.

CRITICAL ACCOUNTING POLICIES

In our Annual Report on Form 10-K for the year ended December 31, ~~2012,~~2013, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements. The basis for developing the estimates and assumptions within our critical accounting policies is based on historical information and known current trends and factors. The estimates and assumptions are evaluated on an ongoing basis and actual results have been within our expectations. We have not changed these policies from those previously disclosed in our Annual Report.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM ~~4T.~~4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, with the assistance of other members of the Company's management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this quarterly report, there were no significant changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

See our disclosures under “Legal Proceedings” in our Annual Report on Form 10-K, filed ~~April 3, 2012.~~March 28, 2014. There have been no material developments in those proceedings since that filing.

ITEM 1A.RISK FACTORS

The risk factors listed in this section provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Readers should be aware that the occurrence of any of the events described in these risk factors could have a material adverse effect on our business, results of operations and financial condition. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

~~The Company generated~~We experienced an operating and a net loss during the ~~nine~~three months ended ~~September 30, 2013 and has~~March 31, 2014, have historically experienced operating and net losses, ~~in prior reporting periods~~ and may experience ~~such~~operating and net losses in the future.

For the ~~nine~~three months ended September 30, 2013, the Company had an operating loss of $144,000 and a net loss of $271,000 compared to operating income of $344,000 and a net income of $86,000 for the nine months ended September 30, 2012. For the year ended DecemberMarch 31, ~~2012,~~2014, we had an operating loss of ~~$94,000~~$155,000 and a net loss of ~~$329,000.~~$158,000, compared to an operating income of $14,000 and net income of $107,000 for the three months ended March 31, 2013. Although ~~the Company has~~we have actively taken steps to increase our revenue ~~(including the recent hire of a new Director of Sales)~~ and reduce ~~manufacturing and operating~~our costs, ~~the Company~~we may incur operating and net losses in the future unless ~~it increases~~we continue to increase revenues by selling current and custom design products, transitioning to production stage of our custom design products and ~~continue seeking~~decreasing manufacturing ~~cost reductions~~costs through ~~offshore~~greater use of contract manufacturers in Asia and other strategic ~~agreements with contract manufacturers.~~locations.

We depend on Telkoor to design and manufacture some of our products.

We depend on Telkoor, our largest shareholder and one of our third party subcontractors, for design and manufacturing capabilities for some of the products that we sell. If Telkoor is unable or unwilling to continue designing or manufacturing our products in required volumes and with a certain level of quality on a timely basis, that could lead to loss of sales and adversely affect our operating results and cash position. We also depend on Telkoor's intellectual property and ability to transfer production to third party manufacturers. Failure to obtain new products in a timely manner or delay in delivery of products to customers will have an adverse effect on our ability to meet our customers’ expectations. In addition, we operate in highly competitive markets where our ability to sell Telkoor’s products could be adversely affected by Telkoor’s agreements with other companies, long lead-times and the high cost of Telkoor’s products. For example, in April 2008 Telkoor signed a “private label” agreement with Murata Power Solutions ~~("Murata")~~ in Canada to sell Telkoor’s products under the Murata brand name, ~~an agreement~~ which ~~positioned~~positions Murata as a direct competitor ~~to us~~of ours with respect to ~~selling~~the sale of Telkoor’s products in North America.

Also, in 2012, Telkoor’s manufacturing lead-times increased, which has hindered our ability to respond to our customers’ needs. Telkoor’s principal offices, research and development and manufacturing facilities are located in Israel. Political, economic, and military conditions in Israel directly affect Telkoor’s operations. We are also dependent upon Telkoor’s terms and conditions with its contract manufacturers for some of our products, which terms and conditions may not always be in our best interest. In 2010, the Company purchased a certain IP from Telkoor in order to reduce its dependency on Telkoor with respect to a certain line of products.

~~In 2012, we~~We also entered into a Manufacturing Rights Agreement with ~~Telkor~~Telkoor in 2012 pursuant to which we were granted the non-exclusive right to directly place purchase orders for certain products from third party manufacturers in consideration for payment of royalties.

We are dependent upon our ability, and our contract manufacturers’ ability, to timely procure electronic components.

Because of the global economy, many ~~of our~~ raw material vendors have reduced capacities, closed production lines and, in some cases, even discontinued their operations. As a result, there is a global shortage of certain electronic components, which has extended our production lead-time and our production costs. For example, in some cases, finished goods that used to be available in 1214 weeks for a production purchase order are now available only after 22 weeks. Also, some materials are no longer available to support some of our products, thereby requiring us to search for cross materials or, even worse, redesign some of our products to support currently-available ~~materials.Such~~materials. Such redesign efforts may require certain regulatory and safety agency re-submittals, which may cause further production delays. While we have initiated actions that we believe will limit our exposure to such problems, the dynamic business conditions in many of our markets may challenge the solutions that have been put in place, and issues may recur in the future.

In addition, some of our products are manufactured, assembled and tested by third party subcontractors and contract manufacturers located in Asia. While we have had relationships with many of these third parties in the past, we cannot predict how or whether these relationships will continue in the future. In addition, changes in management, financial viability, manufacturing demand or capacity, or other factors, at these third parties could hurt our ability to have our products manufactured.

Our strategic focus on our custom power supply solution competencies and concurrent cost reduction plans may be ineffective or may limit our ability to compete.

As a result of our strategic focus on custom power supply solutions, we will continue to devote significant resources to developing ~~and manufacturing~~ custom ~~power supply solutions~~products for a large number of customers, where each product represents a uniquely tailored solution for a specific customer’s requirements. A failure to meet these customer product requirements or a failure to meet production schedules and/or product quality standards may put us at risk with one or more of these customers. Moreover, market condition changes and strategic changes at the direction of our customers may affect their decision to continue to purchase ~~products~~ from us. The loss of one or more of our significant custom power supply solution customers could have a material adverse impact on our revenues, business or financial condition.

We have also implemented a series of initiatives designed to increase efficiency and reduce costs. While we believe that these actions will reduce costs, they may not be sufficient to achieve the required operational efficiencies that will enable us to respond more quickly to changes in the market or result in the improvements in our business that we anticipate. In such event, we may be forced to take additional cost-reducing initiatives, which may negatively impact quarterly earnings and profitability as we account for severance and other related costs. In addition, there is the risk that such measures could have long-term adverse effects on our business by reducing our pool of talent, decreasing or slowing improvements in our products or services, making it more difficult for us to respond to customers, limiting our ability to increase production quickly if and when the demand for our solutions increases and limiting our ability to hire and retain key personnel. These circumstances could cause our earnings to be lower than they otherwise might be.

If our new custom products development efforts fail to result in products that meet our customers’ needs, or if our customers fail to accept our new products, our revenues will be adversely affected.

We develop multiple custom product designs. The commercial success of this new technology will depend on a number of factors, including the successful development of the custom products, our ability to meet customer requirements, our ability to meet all product criteria, successful transition from development stage to production stage, our ability to meet product cost targets generating acceptable margins, timely remediation of product performance issues, if any, identified during testing, product performance at customer locations, differentiation of our product from our competitors’ products, and management of customer expectations concerning product capabilities and life cycles. If we fail to accomplish all of the above, our business could be materially and adversely affected.

We are dependent upon our ability to attract, retain and motivate our key personnel.

Our success depends on our ability to attract, retain and motivate our key management personnel, including, but not limited to, our President and CEO, ~~CFO, Director of Sales,~~sales force, and key engineers, necessary to implement our business plan and to grow our business. ~~Despite the adverse economic conditions at this time, and those occurring over the past several years, competition~~Competition for certain specific technical and management skill sets is intense. If we are unable to identify and hire the personnel that we need to succeed, or if one or more of our present key employees were to cease to be associated with us, our future results could be adversely affected. Our President and CEO, Amos Kohn, continues to serve in his role as our President and CEO. However, Mr. Kohn’s employment agreement with the Company expired on December 31, 2010, and as of May 12, 2014, Mr. Kohn and the Company have not signed a new employment agreement.

We depend upon a few major customers for a majority of our revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products that they purchase from us, would significantly reduce our revenues and net income.

We currently depend upon a few major original equipment manufacturers ("OEM") and other customers for a significant portion of our revenues. ~~Because of the global economic downturn, we~~We have ~~already~~ experienced a reduction of orders by OEMs and a reduction or cancellation of orders, scaling back of certain activities and workforce layoffs by other customers. The loss of any of these customers, or a substantial reduction in the quantity of products that they purchase from us, would significantly reduce our revenues and net income. Furthermore, diversions in the capital spending of certain of these customers to new network elements have and could continue to lead to their reduced demand for our products, which could, in turn, have a material adverse effect on our business and results of operations. If the financial condition of one or more of our major customers should deteriorate, or if they have difficulty acquiring investment capital due to any of these or other factors, a substantial decrease in our revenues would likely result.

We are dependent on the electronic equipment industry, and accordingly will be affected by the impact on that industry by the current economic ~~downturn.~~conditions.

Substantially all of our existing customers are in the electronic equipment industry, and they manufacture products that are subject to rapid technological change, obsolescence, and large fluctuations in demand. This industry is further characterized by intense competition and volatility. The OEMs serving this industry are pressured for increased product performance and lower product ~~prices, and their misjudgments of order quantities negatively affects our business by reducing or canceling orders by OEMs.~~prices. OEMs, in turn, make similar demands on their suppliers, such as us, for increased product performance and lower prices. Current economic conditions have affected the entire supply chain, including us. Recently, certain segments of the electronic industry have experienced a significant softening in product demand. Such lower demand may affect our customers, in which case the demand for our products may decline and our growth could be adversely affected.

Our reliance on subcontract manufacturers to manufacture certain aspects of our products involves risks, including delays in product shipments and reduced control over product quality.

Since we do not own significant manufacturing facilities, we must rely on, and will continue to rely on, a limited number of subcontract manufacturers to manufacture our power supply products. Our reliance upon such subcontract manufacturers involves several risks, including reduced control over manufacturing costs, delivery times, reliability and quality of components, unfavorable currency exchange fluctuations, and continued inflationary pressures on many of the raw materials used in the manufacturing of our power supply products. If we were to encounter a shortage of key manufacturing components from limited sources of supply, or experience manufacturing delays caused by reduced manufacturing capacity, inability of our subcontract manufacturers to procure raw materials, the loss of key assembly subcontractors, difficulties associated with the transition to our new subcontract manufacturers or other factors, we could experience lost revenues, increased costs, and delays in, or cancellations or rescheduling of, orders or shipments, any of which would materially harm our business.

We outsource, and are dependent upon developer partners for, the development of some of our custom design products.

We made an operational decision to outsource some of our custom design products to numerous developer partners. This business structure will remain in place until the custom design volume justifies expanding our in house capabilities. Incomplete product designs that do not fully comply with the customer specifications and requirements might affect our ability to transition to a volume production stage of the custom designed product where the revenue goals are dependent on the high volume of custom product production. Furthermore, we rely on the design partners’ ability to provide high quality prototypes of the designed product for our customer approval as a critical stage to approve production.

We face intense industry competition, price erosion and product obsolescence, which, in turn, could reduce our profitability.

We operate in an industry that is generally characterized by intense competition. We believe that the principal bases of competition in our markets are breadth of product line, quality of products, stability, reliability and reputation of the provider, along with cost. Quantity discounts, price erosion, and rapid product obsolescence due to technological improvements are therefore common in our industry as competitors strive to retain or expand market share. Product obsolescence can lead to increases in ~~un-saleable~~unsaleable inventory that may need to be written off and, therefore, could reduce our profitability. Similarly, price erosion can reduce our profitability by decreasing our revenues and our gross margins. In fact, we have seen price erosion over the last several years on most of the products we sell, and we expect additional price erosion in the future.

Our future results are dependent on our ability to establish, maintain and expand our ~~manufacturers' representative~~ OEM relationships and our other ~~distributors.~~distribution channels.

We market and sell our products through domestic and international OEM relationships and other distribution ~~channels, such as manufacturers' representatives and distributors.~~channels. Our future results are dependent on our ability to establish, maintain and expand our relationships with OEMs as well as with ~~manufacturers' representatives~~other marketing and ~~distributors to sell our products.~~sales distribution channels. If, however, the third parties with whom we have entered into such OEM and other arrangements should fail to meet their contractual obligations, cease doing, or reduce the amount of their, business with us or otherwise fail to meet their own performance objectives, customer demand for our products could be adversely affected, which would have an adverse effect on our revenues.

We may not be able to procure necessary key components for our products, or we may purchase too much inventory or the wrong inventory.

The power supply industry, and the electronics industry as a whole, can be subject to business cycles. During periods of growth and high demand for our products, we may not have adequate supplies of inventory on hand to satisfy our customers' needs. Furthermore, during these periods of growth, our suppliers may also experience high demand and, therefore, may not have adequate levels of the components and other materials that we require to build products so that we can meet our customers' needs. Our inability to secure sufficient components to build products for our customers could negatively impact our sales and operating results. We may choose to mitigate this risk by increasing the levels of inventory for certain key components. Increased inventory levels can increase the potential risk for excess and obsolescence should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets. If we purchase too much inventory or the wrong inventory, we may have to record additional inventory reserves or write-off the inventory, which could have a material adverse effect on our gross margins and on our results of operations.

We depend on sales of our legacy products for a meaningful portion of our revenues, but these products are mature and their sales will continue to decline.

A ~~relatively~~ large portion of our sales have historically been attributable to our legacy products. We expect that these products may continue to account for a meaningful percentage of our revenues for the foreseeable future. However, these sales are declining. Although we are unable to predict future prices for our legacy products, we expect that prices for these products will continue to be subject to significant downward pressure in certain markets for the reasons described above. Accordingly, our ability to maintain or increase revenues will be dependent on our ability to expand our customer base, to increase unit sales volumes of these products and to successfully, develop, introduce and sell new products such as custom design and value added products. We cannot assure you that we will be able to expand our customer base, increase unit sales volumes of existing products or develop, introduce and/or sell new products.

Our operating results may vary from quarter to quarter.

Our operating results have in the past been subject to quarter-to-quarter fluctuations, and we expect that these fluctuations will continue, and may increase in magnitude, in future periods. Demand for our products is driven by many factors, including the availability of funding for our products in customers’ capital budgets. There is a trend for some of our customers to place large orders near the end of a quarter or fiscal year, in part to spend remaining available capital budget funds. Seasonal fluctuations in customer demand for our products driven by budgetary and other concerns can create corresponding fluctuations in period-to-period revenues, and we therefore cannot assure you that our results in one period are necessarily indicative of our revenues in any future period. In addition, the number and timing of large individual sales and the ability to obtain acceptances of those sales, where applicable, have been difficult for us to predict, and large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or deferral of one or more significant sales in a quarter could harm our operating results. It is possible that, in some quarters, our operating results will be below the expectations of public market analysts or investors. In such events, or in the event adverse economic conditions prevail, the market price of our common stock may decline significantly.

Failure of our information technology infrastructure to operate effectively could adversely affect our business.

We depend heavily on an information technology infrastructure to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant expense to remediate.

We are subject to certain governmental regulatory restrictions relating to our international sales.

Some of our products are subject to International Traffic in Arms Regulation ("ITAR") rules, which are ~~interpreted, enforced and~~ administered by the U.S. Department of State. ~~These regulations implement the provisions of the Arms Export Control Act, the goal of which is to safeguard U.S. national security and further U.S. foreign policy objectives.~~ ITAR controls not only the export, import and trade of certain products specifically designed, modified, configured or adapted for military systems, but also the export of related technical data and defense services as well as foreign production. Any delays in obtaining the required export, import or trade licenses for products subject to ITAR rules could have a materially adverse effect on our business, financial condition, and/or operating results. In addition, changes in United States export and import laws that require us to obtain additional export and import licenses or delays in obtaining export or import licenses currently being sought could cause significant shipment delays and, if such delays are too great, could result in the cancellation of orders. Any future restrictions or charges imposed by the United States or any other country on our international sales or foreign subsidiary could have a materially adverse effect on our business, financial condition, and/or operating results. In addition, from time to time, we have entered into contracts with the Israeli Ministry of Defense which were ~~funded with monies subject to, and we therefore were required to comply with the regulations governing,~~governed by the U.S. Foreign Military Financing ~~program.~~program ("FMF"). Any such future sales would be subject to such regulations. Failure to comply with ITAR or FMF rules could have a material adverse effect on our financial condition and operating results.

We depend on international operations for a substantial majority of our components and products.

We purchase a substantial majority of our components from foreign manufacturers and have a substantial majority of our commercial products assembled, packaged, and tested by subcontractors located outside the United States. These activities are subject to the uncertainties associated with international business operations, including trade barriers and other restrictions, changes in trade policies, governmental regulations, currency exchange fluctuations, reduced protection for intellectual property, war and other military activities, terrorism, changes in social, political, or economic conditions, and other disruptions or delays in production or shipments, any of which could have a materially adverse effect on our business, financial condition, and/or operating results.

We depend on international sales for a portion of our revenues.

Sales to customers outside of North America accounted for ~~39.8%~~55.9% of net revenues ~~during~~in the ~~nine~~three months ended ~~September 30,~~March 31, 2014 and for 51.2% of net revenues in the year ended December 31, 2013, and we expect that international sales will continue to represent a material portion of our total revenues. International sales are subject to the risks of international business operations as described above, as well as generally longer payment cycles, greater difficulty collecting accounts receivable, and currency restrictions. In addition, DPL, our wholly-owned foreign subsidiary in the United Kingdom, supports our European and other international customers, distributors, and sales representatives, and therefore is also subject to local regulation. International sales are also subject to the export laws and regulations of the United States and other countries.

If our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes, our business could be seriously harmed.

We evaluate our disclosure controls and procedures as of the end of each fiscal quarter, and are annually reviewing and evaluating our internal control over financial reporting in order to comply with Securities and Exchange Commission (“SEC”) rules relating to internal control over financial reporting adopted pursuant to the Sarbanes-Oxley Act of 2002. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain effective internal control over financial reporting or our management does not timely assess the adequacy of such internal control, we may be subject to regulatory sanctions, and our reputation may decline.

The sale of our products is dependent upon our ability to satisfy the proprietary requirements of our customers.

We depend upon a relatively narrow range of products for the majority of our revenue. Our success in marketing our products is dependent upon their continued acceptance by our customers. In some cases, our customers require that our products meet their own proprietary requirements. If we are unable to satisfy such requirements, or forecast and adapt to changes in such requirements, our business could be materially harmed.

The sale of our products is dependent on our ability to respond to rapid technological change, including evolving industry-wide standards, and may be adversely affected by the development, and acceptance by our customers, of new technologies which may compete with, or reduce the demand for, our products.

Rapid technological change, including evolving industry standards, could render our products obsolete. To the extent our customers adopt such new technology in place of our products, the sales of our products may be adversely affected. Such competition may also increase pricing pressure for our products and adversely affect the revenues from such products.

Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete, and our products could infringe upon the intellectual property rights of others, resulting in claims against us, the results of which could be costly.

Many of our products consist entirely or partly of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws and contractual obligations, these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings, which would be costly and would divert our resources from the development of our business. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be adversely affected.

Although we attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, require us to reengineer or cease sales of our products or require us to enter into royalty or license agreements which are not advantageous to us. In addition, parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the United States or abroad.

If we are unable to satisfy our customers’ specific product quality, certification or network requirements, our business could be disrupted and our financial condition could be harmed.

Our customers demand that our products meet stringent quality, performance and reliability standards. We have, from time to time, experienced problems in satisfying such standards. Defects or failures have occurred in the past, and may in the future occur, relating to our product quality, performance and reliability. From time to time, our customers also require us to implement specific changes to our products to allow these products to operate within their specific network configurations. If we are unable to remedy these failures or defects or if we cannot effect such required product modifications, we could experience lost revenues, increased costs, including inventory write-offs, warranty expense and costs associated with customer support, delays in, or cancellations or rescheduling of, orders or shipments and product returns or discounts, any of which would harm our business.

If we ship products that contain defects, the market acceptance of our products and our reputation will be harmed and our customers could seek to recover their damages from us.

Our products are complex, and despite extensive testing, may contain defects or undetected errors or failures that may become apparent only after our products have been shipped to our customers and installed in their network or after product features or new versions are released. Any such defect, error or failure could result in failure of market acceptance of our products or damage to our reputation or relations with our customers, resulting in substantial costs for us and for our customers as well as the cancellation of orders, warranty costs and product returns. In addition, any defects, errors, misuse of our products or other potential problems within or out of our control that may arise from the use of our products could result in financial or other damages to our customers. Our customers could seek to have us pay for these losses. Although we maintain product liability insurance, it may not be adequate.

~~If Telkoor's share market value will continue to decrease it may have a material adverse effect on our results of operations.~~

During the second quarter of 2011, we invested in our major shareholder Telkoor Telecom Ltd. ( a publicly traded company in Israel) through our wholly own subsidiary, DPL. This strategic investment was classified as an available-for-sale security and was recorded in our financial statements at the market value. Under United States generally accepted accounting principles ("U.S. GAAP"), unrealized losses are reflected as "accumulated other comprehensive loss" in the equity, unless there is deemed to be a permanent decrease in market value. Since the investment does not have a readily determinable fair value on the Tel Aviv Stock Exchange, the Company evaluated the fair value of the investment through a third party for the quarter ended September, 2012 and, again, for the quarter ended June 30, 2013 As the result of these evaluations, the Company has recorded impairments of this investment of $218,000 in the quarter ended September 30, 2012 and $196,000 in the quarter ended June 30, 2013. We will continue to evaluate this investment on an ongoing basis and further declines in its value may have a material adverse effect on our results of operations. .

Our common stock price is volatile.

Our common stock is listed on the NYSE ~~MKT and is thinly traded.~~Amex. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects. The exercise of outstanding options and warrants may adversely affect our stock price and a shareholder’s percentage of ownership. As of ~~September 30, 2013,~~March 31, 2014, we had outstanding ~~exercisable~~ options to purchase an aggregate of ~~586,763~~700,763 shares of common stock, with a weighted average exercise price of ~~$1.27~~$1.33 per share, exercisable at prices ranging from $0.68 to $1.79 per share.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.RESERVED

ITEM 5.OTHER INFORMATION

~~None.~~On May 12, 2014, the Company issued a press release announcing its financial results for the third first quarter ended March 31, 2014. A copy of the press release is furnished as Exhibit 99.1 hereto.

On May 5, 2014, the Board of Directors scheduled the Company’s 2014 Annual Meeting of Shareholders for 10 a.m. Pacific Time on July 24, 2014. The 2014 Annual Meeting will be held at the Company’s corporate offices in Fremont, California. The Board of Directors also fixed the close of business on May 30, 2014 as the record date for the determination of shareholders entitled to notice of and to vote at the 2014 Annual Meeting.

ITEM 6.EXHIBITS

~~Exhibits~~

	Exhibits

	3.1	Amended and Restated Articles of Incorporation of Digital Power Corporation (1)

	3.2	Amendment to Articles of Incorporation (1)

	3.3	Amendment to Articles of Incorporation (2)

	3.3	Bylaws of Digital Power Corporation (1)

	31.1	~~Rule 13a-14(a)/15d-14(a)~~ Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

	31.2	~~Rule 13a-14(a)/15d-14(a)~~ Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2001~~ 2002.

	32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to ~~18 U.S.C. Section 1350, as adopted pursuant to~~ Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

	99.1	Press Release, dated May 12, 2014, issued by Digital Power Corporation

	101.INS**	XBRL Instance

	101.SCH**	XBRL Taxonomy Extension Schema

	101.CAL**	XBRL Taxonomy Extension Calculation

	101.DEF**	XBRL Taxonomy Extension Definition

	101.LAB**	XBRL Taxonomy Extension Labels

	101.PRE**	XBRL Taxonomy Extension Presentation

	(1)	Previously filed with the Commission on October 16, 1996 as an exhibit to the Company’s ~~RegistrationStatement~~Registration Statement on Form SB-2.

(2)Previously filed with the Commission as Exhibit 3.1 to the Company’s Form 8-K filed December 9, 2013

** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~November~~May 13, ~~2013~~2014

Digital Power Corporation

By:	/s/ William J. Hultzman
	William J. Hultzman
	~~V.P.~~Vice President of Finance
	(Principal Accounting Officer)

	September 30, 2013			December 31, 2012
	Unaudited
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,544		$	1,821
Trade receivables (net of allowance for doubtful accounts of $ 146 as at September 30, 2013 and December 31, 2012)		2,323			1,390
Prepaid expenses and other receivables		186			139
Inventories (Note 3)		1,822			2,012
Total current assets		5,875			5,362

PROPERTY AND EQUIPMENT, NET		580			504
INTANGIBLE ASSET, NET		192			267
INVESTMENT IN TELKOOR (Note 7)		575			780
LONG-TERM DEPOSITS		13			19

Total assets	$	7,235		$	6,932

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	1,119		$	870
Related parties - trade payables		183			110
Advances from customers and deferred revenues		153			6
Other current liabilities		467			419
Total current liabilities		1,922			1,405

SHAREHOLDERS' EQUITY:
Share capital -
Series A Redeemable, Convertible Preferred shares, no par value - 500,000 shares authorized at September 30, 2013 and December 31, 2012; No shares are issued and outstanding.		-			-
Preferred shares, no par value - 1,500,000 shares authorized at September 30, 2013 and December 31, 2012; No shares are issued and outstanding.		-			-
Common shares, no par value - 30,000,000 shares authorized at September 30, 2013 and December 31, 2012; 6,853,161 shares issued and outstanding as at September 30, 2013 and December 31, 2012.		-			-
Additional paid-in capital		14,541			14,476
Accumulated deficit		(8,921	)		(8,650	)
Accumulated other comprehensive loss		(307	)		(299	)
Total shareholders' equity		5,313			5,527
Total liabilities and shareholders' equity	$	7,235		$	6,932

	Nine months ended September 30,						Three months ended September 30,
	2013			2012			2013			2012
	Unaudited

Revenues	$	6,503		$	6,861		$	2,087		$	1,679
Cost of revenues		4,100			4,016			1,398			1,037

Gross profit		2,403			2,845			689			642

Operating expenses:
Engineering and product development		573			513			224			191
Selling and marketing		794			760			270			270
General and administrative		1,180			1,228			429			424

Total operating expenses		2,547			2,501			923			885

Operating income (loss)		(144	)		344			(234	)		(243	)
Financial income (expense), net		69			(20	)		(18	)		2
Impairment of investment		(196	)		(218	)					(218	)

Income (loss) before income taxes		(271	)		106			(252	)		(459	)

Income taxes		-			20			-			8

Net income (loss)	$	(271	)		86		$	(252	)	$	(467	)

Basic net income (loss) per share	$	(0.039	)	$	0.013		$	(0.037	)	$	(0.068	)

Diluted net income (loss) per share	$	(0.039	)	$	0.012		$	(0.037	)	$	(0.068	)

	Common shares		Additional paid-in			Accumulated			Other accumulated comprehensive			Total comprehensive			Total shareholders'
	Number		capital			deficit			loss			Income			Equity

Balance as of January 1, 2013		6,853,161	$	14,476		$	(8,650	)	$	(299	)		-		$	5,527


Stock based compensation related to options granted to Telkoor's employees and other non- employee consultants		-		(17	)		-			-			-			(17	)
Stock based compensation related to options granted to employees		-		82			-			-			-			82
Comprehensive income:
Net loss		-		-			(271	)		-			(271	)		(271	)
Foreign currency translation adjustments		-		-			-			(8	)		(8	)		(8	)

Total comprehensive income												$	(279	)

Balance as of September 30, 2013 (unaudited)		6,853,161	$	14,541		$	(8,921	)	$	(307	)				$	5,313

	Nine months ended September 30, 2013
	Amount of options		Weightedaverage exerciseprice		Weighted average remaining contractual term (years)		*Aggregate intrinsic value ()**
Outstanding at the beginning of the period		832,763	$	1.30		6.08	$	1

Outstanding at the end of the period		822,763	$	1.30		5.40	$	-

Exercisable options at the end of the period		586,763	$	1.27		4.47	$	-

	Nine months ended				Three months ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	Unaudited		Unaudited		Unaudited		Unaudited

Sales and marketing expenses		4		5		2		2
General and administrative		61		96		8		38
Total employees equity-based compensation expense		65		101		10		40

	Nine months ended September 30, 2013 (unaudited)
	DPC			DPL			Eliminations			Total

Revenues	$	3,917		$	2,586		$	-		$	6,503
Intersegment revenues		226			-			(226	)		-
Total revenues	$	4,143		$	2,586		$	(226	)	$	6,503

Depreciation and amortization	$	31		$	119		$	-		$	150
Operating income (loss)	$	(69	)	$	(75	)	$	-		$	(144	)
Impairment of investment				$	(196	)				$	(196	)
Tax expense										$	-
Net income (loss)	$	(70	)	$	(201	)	$	-		$	(271	)
Expenditures for segment assets	$	102		$	53		$	-		$	155
Identifiable assets	$	3,941		$	3,294		$	-		$	7,235