U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A-2 (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission File Number 1-12711 DIGITAL POWER CORPORATION (Name of small business issuer in its charter) California 3679 94-1721931 ---------- ---- ---------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or organization) Classification Code) Identification No.) 41920 Christy Street, Fremont, California 94538-3158 (Address of principal executive offices) 510-657-2635 (Issuer's Telephone Number) Securities registered under Section 12(b) of the Exchange Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock American Stock Exchange Securities registered under Section 12(g) of the Exchange Act: Title of Each Class None Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act, during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] Revenues for the year ended December 31, 2004, were $8,713,000. As of April 29, 2004, the aggregate market value of the voting common stock held by non-affiliates was approximately $2,733,137 based on the closing price of $0.82 per share. As of April 29, 2004, the number of shares of common stock outstanding was 6,161,859. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] Explanatory Note The Company is filing this amendment number 2 to re-file exhibits 31.1, 31.2 and 32. ITEM 13. EXHIBITS 31.1 Certification of the CEO under the Sarbanes-Oxley Act 31.2 Certification of the CFO under the Sarbanes-Oxley Act 32 Certification of the CEO & CFO under the Sarbanes-Oxley Act 2 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment no. 2 to this report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized. DIGITAL POWER CORPORATION, a California Corporation /s/ Jonathan Wax Dated: August 11, 2005 ----------------------------- Jonathan Wax, Chief Executive Officer (Principal Executive Officer) /s/ Leo Yen Dated: August 11, 2005 ----------------------------- Leo Yen, Chief Financial Officer (Principal Financial and Accounting Officer)