Ecotality (ECTY) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.2

ECOtality  & Subs

UN-AUDITED PRO-FORMA FINANCIAL STATEMENTS

CONTENTS

For the year ended December 31, 2005

For the year ended December 31, 2006

For the nine months ended September 30, 2007

Notes to Pro-forma Financial Statements

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Un-audited Pro Forma Combined Balance Sheet

December 31, 2005

	Ecotality			The Clarity Group, Inc. and affilliate		Pro Forma  Adjustments		Pro Forma  Combined
Assets
Current assets:
Cash	$	5,878		$	76,226	$		$	82,104
Accounts Receivable				427,685				427,685
Prepaid expenses & other assets				37,137				37,137
Inventory	2,453			66,004				68,457
Total current assets	8,331			607,052		—		615,383
Fixed assets
Gross Block	2,825			484,820				487,645
Accumulated Depreciation	(921		)					(921		)
Total Net Fixed Assets	1,904			484,820		—		486,724
Other Assets	—			60,620				60,620
Total Assets	$	10,235		$	1,152,492	$	—	$	1,162,727
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$			$	403,694	$		$	403,694
Line of credit	—			69,864				69,864
Bank overdraft				23,503				23,503
Income taxes payable	—			24,457				24,457
Due to stockholders	—			9,909				9,909
Customer deposits	—			45,000				45,000
Accrued Liabilities				30,982				30,982
Total current liabilities	—			607,409		—		607,409
Long Term Debt, less current maturities	—			—				—
Deferred Rent				—				—
Total Liabilities	—			607,409				607,409
Stockholders’ equity
Common Stock	64,059			510				64,569
Additional paid-in capital	26,853							26,853
Retained Earnings	(80,677		)	544,573				463,896
Accumulated Foreign Currency Translation Adjustment								—
Total Stockholders’ Equity	10,235			545,083		—		555,318
Total Liabilities and Stockholders’ Equity	$	10,235		$	1,152,492	$	—	$	1,162,727

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Combined Statement of Operations

for the year ended December 31, 2005

	Ecotality			The Clarity Group, Inc. and affilliate		Pro Forma Adjustments		Pro Forma Combined
Revenue	$	851		$	3,861,631	$		$	3,862,482
Cost of Goods Sold	506			1,635,290				1,635,796
Gross Profit	345			2,226,341		—		2,226,686
Expenses:
Depreciation	788			164,191				164,979
Operating expenses				1,168,421				1,168,421
General and administrative expenses	14,941			530,883				545,824
Total expenses	15,729			1,863,495		—		1,879,224
Operating profit / (loss)	(15,384		)	362,846		—		347,462
Other income:
Interest income				8,068				8,068
Gain on disposal of equipment	—			13,425				13,425
Total other income	—			21,493				21,493
Other expenses:
Interest expense				4,725				4,725
Total other (expenses)	—			4,725		—		4,725
Profit / (Loss) from operations before income taxes	(15,384		)	379,614		—		364,230
Provision for income taxes	—			54,600		—		54,600
Net (loss)	(15,384		)	325,014		—		309,630
Foreign Currency Adjustment	—			—		—		—
Comprehensive Income (Loss)	$	(15,384	)	$	325,014	$	—	309,630
Weighted average number of common shares outstanding	64,058,974			51,000		—		64,109,974
Net (loss) per share	$	(0.00	)	$	6.37	$	—	0.00

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Combined Statement of Cash Flows

for the year ended December 31, 2005

	Ecotality			The Clarity  Group, Inc. and  affilliate			Pro Forma  Adjustments		Pro Forma  Combined
Cash flows from operating activities:
Net (loss)	$	(15,383	)	$	325,014		$	—	$	309,631
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization and depreciation	788			164,191					164,979
Gain on disposal of equipment				(13,425		)			(13,425		)
Changes in assets and liabilities:
Net assets and liabilities of discontinued operations Accounts receivable				(213,714		)			(213,714		)
Payments received from related party				18,960					18,960
Prepaid expenses				2,807					2,807
Inventories	(2,454		)	(40,585		)			(43,039		)
Bank Overdraft				23,503					23,503
Accounts payable				285,510					285,510
Accrued liabilities				(7,683		)			(7,683		)
Accrued Taxes				24,457					24,457
Net cash (used in) operating activities	(17,049		)	569,035			—		551,986
Cash flows from investing activities:
Proceeds from sale of investments				150,000					150,000
Purchase of fixed assets	(836		)	(423,015		)			(423,851		)
Proceeds from disposal of property and equipment				17,711					17,711
Other assets				(25,381		)			(25,381		)
Net cash (used in) investing activities	(836		)	(280,685		)	—		(281,521		)
Cash flows from financing activities:
Payments made to stockholders				(2,024		)			(2,024		)
Net advances from line of credit				19,864					19,864
Distributions to Stockholders				(400,000		)			(400,000		)
Net cash provided by financing activities	—			(382,160		)	—		(382,160		)
Net increase (decrease) in cash	(17,885		)	(93,810		)	—		(111,695		)
Cash and cash equivalents - December 31, 2004	23,763			170,036			—		193,799
Cash and cash equivalents - December 31, 2005	$	5,878		$	76,226		$	—	$	82,104

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Un-audited Pro Forma Combined Balance Sheet

December 31, 2006

	Ecotality			The Clarity Group,  Inc. and affilliate		Pro Forma  Adjustments		Pro Forma  Combined
Assets
Current assets:
Cash	$	5,047,968		$	230,090	$		$	5,278,058
Certificate of Deposit	2,014,767			—				2,014,767
Accounts Receivable	—			1,011,571				1,011,571
Prepaid expenses & other assets	88,885			59,347				148,232
Inventory	—			121,076				121,076
Total current assets	7,151,620			1,422,084		—		8,573,704
Fixed assets
Gross Block	798,900							798,900
Accumulated Depreciation	(21,087		)					(21,087		)
Total Net Fixed Assets	777,813			935,910		—		1,713,723
Total Assets	$	7,929,433		$	2,357,994	$	—	$	10,287,427
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	594,075		$	578,688	$		$	1,172,763
Line of credit	—			96,547				96,547
Income taxes payable	—			233,812				233,812
Due to stockholders	—			58,193				58,193
Current maturities of long-term debt	—			7,276				7,276
Accrued Liabilities	12,404			14,286				26,690
Total current liabilities	606,479			988,802		—		1,595,281
Long Term Debt, less current maturities	—			29,038				29,038
Deferred Rent				19,557				19,557
Total Liabilities	606,479			1,037,397				1,643,876
Stockholders’ equity
Common Stock	113,000			510				113,510
Additional paid-in capital	21,788,399			—				21,788,399
Retained Earnings	(14,578,445		)	1,320,087				(13,258,358		)
Accumulated Foreign Currency Translation Adjustment	—							—
Total Stockholders’ Equity	7,322,954			1,320,597		—		8,643,551
Total Liabilities and Stockholders’ Equity	$	7,929,433		$	2,357,994	$	—	$	10,287,427

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Un-audited Pro Forma Combined Statement of Operations

for the year ended December 31, 2006

	Ecotality			The Clarity Group,  Inc. and affilliate		Pro Forma  Adjustments		Pro Forma  Combined
Revenue	$	—		$	4,408,809	$		$	4,408,809
Cost of Goods Sold	—			1,560,777				1,560,777
Gross Profit	—			2,848,032		—		2,848,032
Expenses:
Depreciation	20,166			295,838				316,004
Operating expenses	—			1,304,933				1,304,933
General and administrative expenses	4,725,035			447,903				5,172,938
Licenses and Permits	8,222,572			—				8,222,572
Research and development	1,088,104			—				1,088,104
Total expenses	14,055,877			2,048,674		—		16,104,551
Operating profit / (loss)	(14,055,877		)	799,358		—		(13,256,519		)
Other income:
Interest income	14,905			34,409				49,314
Gain on disposal of equipment	—			46,474
Tax Rebate	—			110,000
Other Income	—							—
Total other income	14,905			190,883		—		49,314
Other expenses:
Interest expense	456,796			3,727				460,523
Total other (expenses)	456,796			3,727		—		460,523
Profit / (Loss) from operations before income taxes	(14,497,768		)	986,514		—		(13,667,728		)
Provision for income taxes	—			211,000		—		211,000
Net (loss)	(14,497,768		)	775,514		—		(13,456,728		)
Foreign Currency Adjustment	—					—		—
Comprehensive Income (Loss)	$	(14,497,768	)	$	775,514	$	—	$	(13,456,728	)
Weighted average number of common shares outstanding	82,866,709			51,000		—		82,917,709
Net (loss) per share	$	(0.18	)	$	15.21	$	—	$	(0.16	)

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Combined Statement of Cash Flows

for the year ended December 31, 2006

	Ecotality			The Clarity Group,  Inc. and affilliate			Pro Forma Adjustments		Pro Forma Combined
Cash flows from operating activities:
Net (loss)	$	(14,497,768	)	$	775,514		$	—	$	(13,722,254	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Shares issued for executive compensation	2,475,006			—					2,475,006
Shares issued for licenses	8,217,391			—					8,217,391
Amortization and depreciation	20,166			295,838					316,004
Gain on disposal of equipment				(46,474		)			(46,474		)
Warrants issued with notes payable	382,656			—					382,656
Changes in assets and liabilities:
Net assets and liabilities of discontinued operations
Accounts receivable	—			(583,886		)			(583,886		)
Prepaid expenses	(88,885		)	(19,404		)			(108,289		)
Inventories	2,453			(88,407		)			(85,954		)
Bank Overdraft	—			(23,503		)			(23,503		)
Taxes Receivable	—								—
Other Receivable	—								—
Accounts payable	594,075			174,994					769,069
Accrued wages payable /Payroll Liabilities	12,404			—					12,404
Accrued liabilities	—			(16,696		)			(16,696		)
Accrued Taxes	—			209,355					209,355
Customer deposits	—			(45,000		)			(45,000		)
Deferred rent	—			19,557					19,557
Net cash (used in) operating activities	(2,882,502		)	651,888			—		(2,230,614		)
Cash flows from investing activities:
Purchase of fixed assets	(796,075		)	(723,019		)			(1,519,094		)
Proceeds from disposal of property and equipment	—			55,900					55,900
Purchase of certificate of deposit	(2,014,767		)	—					(2,014,767		)
Other assets	—			57,814					57,814
Net cash (used in) investing activities	(2,810,842		)	(609,305		)	—		(3,420,147		)
Cash flows from financing activities:
Proceeds from notes payable	1,425,000			—					1,425,000
Repayment of notes payable	(1,425,000		)	—					(1,425,000		)
Issuance of common stock	10,735,434			—					10,735,434
Net advances from line of credit	—			26,683
Net proceeds from long term debt	—			36,314
Advances from Stockholders	—			48,284
Net cash provided by financing activities	10,735,434			111,281			—		10,846,715
Net increase (decrease) in cash	5,042,090			153,864			—		5,195,954
Effect of exchange rate changes on cash and cash equivalents	—						—		—
Cash and cash equivalents - December 31, 2005	5,878			76,226			—		82,104
Cash and cash equivalents - December 31, 2006	$	5,047,968		$	230,090		$	—	$	5,278,058

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Combined Balance Sheet

September 30, 2007

	Ecotality			The Clarity Group,  Inc. and affilliate		Pro Forma Adjustments		Pro Forma Combined
Assets
Current assets:
Cash	$	212,041		$	130,138			$	342,179
Certificate of Deposit	1,565,678			—				1,565,678
Accounts Receivable	36,930			860,345				897,275
Prepaid expenses & other assets	658,828			78,706				737,534
Inventory	193,350			188,821				382,171
Total current assets	2,666,827			1,258,011		—		3,924,838
Fixed assets
Gross Block	1,455,408			764,993				2,220,401
Accumulated Depreciation	(166,069		)					(166,069		)
Total Net Fixed Assets	1,289,339			764,993		—		2,054,332
Other assets	—			149,888				149,888
Total Assets	$	3,956,166		$	2,172,892	$	—	$	6,129,058
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	527,463		$	482,606	$		$	1,010,069
Line of credit	—			—				—
Income taxes payable	—			261,812				261,812
Due to stockholders	—			10,168				10,168
Current maturities of long-term debt	—			—				—
Contingent liability - potential registration rights penalty	1,069,497			—				1,069,497
Accrued Liabilities	27,533			39,753				67,286
Total current liabilities	1,624,493			794,339		—		2,418,832
Long Term Debt, less current maturities	287,500			29,586				317,086
Deferred Rent	—							—
Total Liabilities	1,911,993			823,925				2,735,918
Stockholders’ equity
Common Stock	108,975			10,510				119,485
Additional paid-in capital	23,806,925			—				23,806,925
Unamortized stock issued for services	(444,983		)					(444,983		)
Retained Earnings	(21,426,744		)	1,338,457				(20,088,287		)
Accumulated Foreign Currency Translation Adjustment	—							—
Total Stockholders’ Equity	2,044,173			1,348,967		—		3,393,140
Total Liabilities and Stockholders’ Equity	$	3,956,166		$	2,172,892	$	—	$	6,129,058

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

Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Un-audited Pro Forma Combined Statement of Operations

for the nine months ended September 30, 2007

	Ecotality			The Clarity Group,  Inc. and affilliate		Pro Forma Adjustments		Pro Forma Combined
Revenue	$	270,701		$	2,963,181	$		$	3,233,882
Cost of Goods Sold	193,683			1,777,527				1,971,210
Gross Profit	77,018			1,185,653		—		1,262,671
Expenses:
Depreciation	144,982			250,205				395,187
Operating expenses				319,143				319,143
General and administrative expenses	2,358,827			578,773				2,937,600
Licenses and Permits	1,739			—				1,739
Settlement expense	1,800,000							1,800,000
Impairment expense	429,402							429,402
Research and development	1,160,191			—				1,160,191
Total expenses	5,895,141			1,148,122		—		7,043,263
Operating profit / (loss)	(5,818,123		)	37,532		—		(5,780,591		)
Other income:
Interest income	51,824			2,189				54,013
Gain on disposal of equipment	—
Tax Rebate	—
Other Income	—			10,300				10,300
Total other income	51,824			12,490		—		64,314
Other expenses:
Interest expense	12,501			2,561				15,062
Accrued expense - potential registration rights penalty	1,069,497							1,069,497
Total other (expenses)	1,081,998			2,561		—		1,084,559
Profit / (Loss) from operations before income taxes	(6,848,297		)	47,460		—		(6,800,837		)
Provision for income taxes	—			24,000		—		24,000
Net (loss)	(6,848,297		)	23,460		—		(6,824,837		)
Foreign Currency Adjustment	—			—		—		—
Comprehensive Income (Loss)	$	(6,848,297	)	$	23,460	$	—	$	(6,824,837	)
Weighted average number of common shares outstanding	108,376,419			10,510		—		108,386,929
Net (loss) per share	$	(0.06	)	$	2.23	$	—	(0.06		)

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

 Ecotality, Inc. and Subs

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Un-audited Pro Forma Combined Statement of Cash Flows

for the nine months ended September 30, 2007

	Ecotality			The Clarity Group,  Inc. and affilliate			Pro Forma Adjustments		Pro Forma Combined
Cash flows from operating activities:
Net (loss)	$	(6,848,298	)	$	23,460		$	—	$	(6,824,838	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Shares issued for executive compensation	75,000								75,000
Shares issued for services	105,417								105,417
Shares issued for settlement	1,200,000								1,200,000
Shares accrued for registration penalty	1,069,497								1,069,497
Amortization and depreciation	144,982			250,205					395,187
Changes in assets and liabilities:
Net assets and liabilities of discontinued operations
Accounts receivable	(13,087		)	194,500					181,413
Prepaid expenses	(569,943		)	(58,694		)			(628,637		)
Inventories	(13,575		)	(67,745		)			(81,320		)
Accounts payable	248,388			80,740					329,128
Accrued wages payable /Payroll Liabilities	15,229								15,229
Accrued liabilities				(348,081		)			(348,081		)
Accrued Taxes				24,000					24,000
Net cash (used in) operating activities	(4,586,390		)	98,384			—		(4,488,006		)
Cash flows from investing activities:
Purchase of fixed assets	(647,908		)	(108,204		)			(756,112		)
Investment in subsidiaries	(745,000		)						(745,000		)
Other assets / Impairment/Sales of assets	406,782			19,154					425,936
Net cash (used in) investing activities	(986,126		)	(89,050		)	—		(1,075,176		)
Cash flows from financing activities:
Proceeds from notes payable	287,500								287,500
Payments on line of credit				(96,503		)			(96,503		)
Payments on long-term debt				(6,772		)			(6,772		)
Payments made to Stockholders				(10,000		)			(10,000		)
Net cash provided by financing activities	287,500			(113,275		)	—		174,225
Net increase (decrease) in cash	(5,285,016		)	(103,942		)	—		(5,388,958		)
Cash and cash equivalents - December 31, 2006	7,062,735			234,080			—		7,296,815
Cash and cash equivalents - September 30, 2007	$	1,777,719		$	130,138		$	—	$	1,907,857

Notes to Pro Forma Financial Statements

ECOtality and Subidiaries

On November 6, 2007 the company signed an agreement to acquire entire outstanding stocks of the Clarity Group, Inc and affiliate Electric Transportation Engineering Corporation (eTec) through a stock purchase agreement.

1.1   Acquired Assets and liabilities.  The acquired Assets included all of Seller’s current assets. They included Accounts Receivable, tangible property, equipment, inventories, tenant improvements (regardless of whether they are accounted for as an asset on the books of Seller, or of a landlord or other third party), vendor and customer lists, goodwill, software, intellectual property, prepaid expenses and deposits, Assigned Contracts, Assigned Personal Property Leases, books and records, domain name, names, e-mail addresses, telephone and facsimile numbers, and all licenses and permits to the extent transferable to Buyer. The assumed liabilities included trade accounts payable and other accrued liabilities.

1.2  Employees.  The company offered employment to each employee of Seller who is principally employed in Seller’s Business. All transferred employees from the seller are employees at will, and are subject to the Registrant’s employment policies. Except for the Assumed Liabilities, the seller retained all liabilities with respect to any and all Seller Employees who are not Transferring Employees.

1.3  Pro-forma Financials: The pro-forma financials included in this filing, have been prepared from the financial statements finalized for the year ended December 31, 2005, December 31, 2006 for both Ecotality and the Clarity Group Inc. & affiliate. The pro-forma financials for the nine months ended September 30, 2007 have been prepared from the financial statements of Ecotality and un-audited financials of the Clarity Group Inc. & affiliate.