10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended______________________February 29, 2008

OR

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

For the transition period from ___________________ to ___________________

Commission file number _____0-17249

AURA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4106894
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2330 Utah Avenue

El Segundo, California 90245

(Address of principal executive offices)

Registrant's telephone number, including area code: (310) 643-5300

Former name, former address and former fiscal year, if changed since last report:

Name of each exchange on which registered: None

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes¨ Nox

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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act).

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated filer x Smaller Reporting Company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨ No x

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yesx No ¨

On August 31, 2007 the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $46 million. The aggregate market value has been computed by reference to the last trading price of the stock on August 31, 2007.

On May 15, 2008, the Registrant had 39,228,226 shares of common stock outstanding.

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TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS	5
	ITEM 1A. RISK FACTORS	12
	ITEM 2. PROPERTIES	15
	ITEM 3. LEGAL PROCEEDINGS	16
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	16
	ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	16
	ITEM 6. SELECTED FINANCIAL DATA	19
PART II
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	27
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
	ITEM 9A(T). CONTROLS AND PROCEDURES	27
	ITEM 9B. OTHER INFORMATION	27
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	28
	ITEM 11. EXECUTIVE COMPENSATION	30
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	40
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	40
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	41
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	42
	SIGNATURES	44

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the federal securities laws. Statements other than statements of historical fact included in this Report, including the statements under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Report regarding future events or prospects are forward-looking statements. The words “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” “would “should,” “may,” or other similar expressions in this Report, as well as other statements regarding matters that are not historical fact, constitute forward-looking statements. We caution investors that any forward-looking statements presented in this Report are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results may differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:

· Our ability to generate positive cash flow from operations;

· Our ability to obtain additional financing to fund our operations;

· Our business development and operating development; and

· Our expectations of growth in demand for our products.

We do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by law. You should interpret all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf as being expressly qualified by the cautionary statements in this Report. As a result, you should not place undue reliance on these forward-looking statements.

References in this Report to “we”, “us”, “the Company,” “Aura” or “Aura Systems”, includes Aura Systems, Inc. and its subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

As a public company, we are required to file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy any of our materials on file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, DC 20549. Our filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. We also make available copies of our Forms 8-K, 10-K, 10-Q, Proxy Statement and Annual Report at no charge to investors through our website, http://www.aurasystems.com, as soon as reasonably practicable after filing such material with the SEC.

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PART I

ITEM 1. BUSINESS

Introduction and History

We design, assemble and sell the AuraGen^®, our patented mobile power generator that uses the engine of a vehicle to generate electric power. The AuraGen^® delivers on-location, plug-in electricity for any end use, including industrial, commercial, recreational and military applications. The AuraGen^® system consists of three primary subsystems (i) the patented axial design alternator, (ii) the electronic control unit (“ECU”) and (iii) mounting kit that is a mechanical interface between the alternator and the automobile. Compared to the traditional solutions addressing the multi-billion dollar North American mobile power market (i.e., Gensets, traditional alternators, permanent magnet alternators, dynamic and static inverters), we believe the AuraGen^® provides alternating current (“AC”) power as well as simultaneous direct current (“DC”) power with greater reliability and flexibility at a lower cost to the end user. We began commercializing the AuraGen^® in late 1999 as a 5,000-watt 120/240V AC machine compatible with certain Chevrolet engine models. In 2001, we added an 8,000 watt configuration and also introduced AC/DC and the Inverter Charger System (“ICS”) options. In Fiscal 2008, we introduced a dual system that generates up to 16,000-watts of continuous power. We now have configurations available for more than 90 different engine types, including a majority of General Motors and Ford models, some Daimler Chrysler models and numerous others engine models made by International, Isuzu, Nissan, Mitsubishi, Caterpillar, Detroit Diesel, Cummins, and Freightliner. Also in Fiscal 2008, the AuraGen was installed on a number of boats for both government and recreational end users. To date, AuraGen^® units have been sold in numerous industries, including recreational, utilities, telecommunications, emergency/rescue, public works, catering, oil and gas, transportation, government and the military. Our objective is to be the leading developer and supplier of fully integrated mobile electric power systems.

We continue to hold several patents, in addition to those related to the AuraGen^®, which we believe provide the basis for economically viable products in addition to the AuraGen^®, but sales of the AuraGen^® currently providesubstantially all our operating revenues.

Aura, a Delaware corporation, was founded in 1987 and, until 1992, was primarily engaged in supplying defense related technologies to classified military programs. In 1992, we acquired the Electronic Ceramic Facility (the Ceramic Operations). This facility produced piezoelectric material that we required for our Actuated Mirror Array (“AMA”) technology. In 1996, we licensed our AMA technology to Daewoo Electronics. During the same period we acquired Delphi Electric Components (“Delphi”), which developed and built microelectronic circuits and components. In 1994, we started NewCom, Inc. (“NewCom”) to manufacture and sell computer modems, sound cards and other multimedia components. By 1998, the Company had three facilities in California, a facility in New Hope, Minnesota, and facilities in Osaka, Japan, Kuala Lumpur, Malaysia, and New Delhi, India. During this period the Company was investing large amounts of capital into the development of the AuraGen^®.

In 1997, the Company spun off NewCom as a public company, with the Company retaining approximately 60% ownership. NewCom owed the Company approximately $40 million that was due to be repaid by late 1998. By early 1999, NewCom had ceased operations and closed down.

During 1999, the Company sold the Speaker Operations, the Ceramic Operations, and Delphi. All activities on the AMA were stopped and the Company was totally focused on the completion of the AuraGen development and commercialization

Since fiscal 2002, sales of the AuraGen^® product have accounted for substantially all of our operating revenues.

During fiscal 2002 through fiscal 2005, we continued to downscale our operations. However, the impact of the related cost reductions was insufficient to offset our extremely weak financial condition, which was worsened by late fees, penalties and transaction costs incident to financial defaults. In June 2005, we filed for protection under Chapter 11 of the Bankruptcy Code, and emerged on January 31, 2006 under a plan of reorganization.

In May 2008, we entered into an agreement with Emerald Commercial Leasing, Inc., of Conley, Georgia, whereby we acquired the transport refrigeration assets of Emerald, valued at approximately $385,000. The terms of the agreement call for payment for the acquired inventory as it is sold. In addition, we reached an agreement in principle to purchase their service facility for $1,050,000. The facility consists of approximately 6 acres of land and a building of approximately 10,000 square feet with several truck service bays and a small amount of office space. The facility will be used by Aura for warehousing, service, and installation of the AuraGen for customers in the southeastern United States. Until the acquisition of the facility is finalized, including the assumption or refinancing of the approximately $950,000 in mortgage debt, Aura will pay approximately $7,000 per month in rent for the facility. The agreement also assigns to Aura all rights to drawings, designs, sketches, layouts integration know-how, parts lists, and vendor lists for the all electric refrigeration system based on commercial refrigeration design. In addition, the agreement returns the previously assigned exclusive selling rights for the transport refrigeration industry to Aura. As a result, Aura can now offer an end-to-end solution to its customers in the refrigeration truck industry. We also agreed to hire eight of the employees of Emerald, effective June 1, 2008, and entered into an employment agreement with Emerald’s President, Mr. Joseph Dickman, effective August 1, 2008, which employs Mr. Dickman as Vice President of Sales.

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The AuraGen^®

The AuraGen^® is composed of three basic subsystems. The first subsystem is the generator that is bolted to, and driven by, the vehicle's engine. The second subsystem is the ECU, which filters and conditions the electricity to provide clean, steady voltages for both AC and DC power. The third subsystem consists of mounting brackets and supporting components for installation and integration of the generator with the vehicle engine.

The AuraGen is now available in three continuous power levels, (a) 5,000 watts AC/DC, (b) 8,000 watts AC/DC and (c) 16,000 watts AC/DC.  All AC power is pure sine wave with total harmonic distortion  of less than 2.1% and is available in both 120 VAC and or 240 VAC.  In addition, the power generated on all models can be partitioned to provide simultaneous AC and 14 or 28 volts of DC or only DC, if required by the user.  The AuraGen power levels can be generated while the vehicle is being driven or parked. The VIPER (the military version of the AuraGen^® system includes as an option a complete power management system which (i) monitors in real time the batteries’ voltage and temperature, (ii) provides a partition of the power between AC and DC simultaneously with the ability to be programmed from all AC to all DC, (iii) monitors the RPM of the generator, (iv) monitors the temperatures of the generator and the ECU, (iv) monitors the raw power generated, (v) monitors both the AC and DC loads as to voltage and current, (vi) provides programming of load prioritization and load shedding, and (vii) monitors the voltage of the internal 400VDC buss.

We provide custom engineered brackets for our models that attach to over 90 different engine and chassis models. We also provide Power Take Off (“PTO”) and hydraulic driven interfaces for bigger trucks that do not involve direct attachment to the vehicle engine.

Mobile Power Industry

The mobile power generation market is large and growing. Vehicles used in the telecommunications, utilities, public works, construction, catering, and oil and gas industries, emergency/rescue and military and recreational vehicles rely heavily on mobile power for their internal systems. In addition, mobile work sites require on-location electricity to power equipment ranging from computers to power tools.

Based on studies conducted by the U.S. government, Business Communications Company, Inc. and others, we estimate the annual gross North American mobile power generation market in 2008 is at least $2.5 billion and growing. Worldwide growth is expected to be fueled by increases in the development and construction of industrial infrastructures, significant growth in homeland security expenditures, and increased use of sophisticated electronic equipment in underdeveloped areas where grid-based electricity is unavailable or unreliable. We also believe that mobile power has become increasingly important as backup to electric grid power supply.

The traditional available solutions for mobile power users are:

· Gensets, Gensets are standalone power generation units that are not incorporated into a vehicle and require external fuel, either gasoline or diesel, in order to generate electricity. Gensets (i) are generally noisy and cumbersome to transport because of their weight and size, (ii) typical run at constant speed to generate 50 or 60 Hz of AC power, (iii) must be operated at a significant part of the rated power to avoid wet staking, (iv) are significantly derated in the presence of harmonics in the loads and (v) require significant scheduled maintenance and service. Genset technology has been utilized since the 1950s.

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High-Output Alternators, High-output alternators are traditionally found in trucks and commercial vehicles and the vehicle’s engine is used as the prime mover. All high-output alternators provide their rated power at very high RPM and significantly less power at lower RPM. In addition high-output alternators are generally only 30% efficient at the low RPM range and increase to 50% efficiency at the high end of the RPM range.The power generated by high-output alternators is 12 or 24 Volt DC and an inverter is required if 120 Volt AC power is needed. In addition, due to the low power output at low RPMs, in order to get significant power, a throttle controller is used to speed-up the engine.

· Inverters, Inverters are devices that invert battery DC to AC. Inverters as mobile power generators are traditionally used in low power requirements, typically less than 2,500 watts, and do not have the ability to recharge the batteries used as the source of power. Thus, typical inverter users require other means to recharge the used batteries such as “shore-power” or gensets. More recently dynamic inverters became available. Dynamic inverters use power from the alternator to augment power from the batteries and are able to achieve power levels in excess of 6,000 watts. Dynamic inverters introduce significant stresses on both the batteries and alternators, which causes significant life shortening for both. Dynamic inverters use power from the alternator. When the inverter is turned on, the alternator is switched off from the vehicle battery and tied into a transformer that uses electronics controls to change the DC alternator inputs to AC inverter output. A separate transformer winding provides battery charging so that fully regulated 120 Volt AC and 12 Volt DC power is available as long as the engine is running at high enough RPM to provide power for the load and the battery charging. All dynamic inverters require a high-output alternator to be able to output significant AC power. As is often the case, the limiting factor is the high-output alternator. In order to get stable output, a very accurate throttle controller is also needed to maintain steady speed on the engine.

· Permanent-Magnet Alternators. Recently a number of companies have introduced alternators using exotic permanent magnets. These alternators tend to have higher power generation capabilities than regular alternators at lower engine RPM. In order to be practical in an under-the-hood environment (200^oF) active cooling must be added, since the magnets are demagnetized at approximately 176^oF. There are other issues that require an active control system that will add and subtract magnetic field strength as the engine RPM increases.

· Fuel Cells. Fuel cells are solid-state devices that produce electricity by combining a fuel containing hydrogen with oxygen. They have a wide range of applications, and can be used in place of the internal combustion engine and traditional lead-acid and lithium-ion batteries. The most widely deployed fuel cells cost about $4,500 perkilowatt.

· Batteries. Batteries convert stored chemical energy to electrical energy.

Competition

The industry in which we operate is competitive. The primary competition for the AuraGen^® is the Genset industry, and there are approximately 44 Genset manufacturers in the United States. These competitors include: Onan, Honda and Kohler.

There are many high-output alternator manufacturers. Some of the better known ones are Delco-Remy, Bosch, Nippon Densu, Hitachi, Mitsubishi and Prestelite.

There are many inverter manufacturers; some of the better-known are, Trace Engineering, Vanner, and Xentrex.

Most of our competitors have greater financial, technical, and marketing resources than the Company, have larger budgets for research, new product development and marketing, and have long-standing customer relationships. We also compete with many larger and more established companies in the hiring and retention of qualified personnel. In the past, our financial condition has limited our ability to market the AuraGen^®.

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The AuraGen^® uses new technology and has only been available in the marketplace for a few years. As described below, because our product is radically different from traditionally available mobile power solutions, users may require lengthy evaluation periods in order to gain confidence in the product. OEMs and large fleet users also typically require considerable time to make changes to their planning and production.

Because of our limited financial and staff resources, we have focused our sales and marketing activities to a few industrial and military segments. In particular, we have focused on selling to the U.S. military, including the U.S. Coast Guard (the “USCG”), homeland security agencies and emergency/rescue operations, such as the Federal Emergency Management Agency.

More recently we expanded our focus and are now marketing to companies in the oil and gas segment, the transport refrigeration segment, state and local governments, in particular, the Department of Transportation (“DOT”), and in the recreational boating industry.

Competitive Advantages of the AuraGen^®

We believe the AuraGen^® is a superior product to all of its competition due to its convenience, cost efficiency, fuel efficiency, reliability, flexibility in power output, and the quality of the electricity generated. The AuraGen^® is not sensitive to temperature or altitude variations and generates the rated power at or near idle engine RPM.

The AuraGen^® does not require scheduled maintenance and is offered with a three-year warranty, compared to the typical one-year warranty available for a Genset or inverter.

In addition, the AuraGen^® is significantly cleaner for the environment than Gensets, the other generally available mobile power solution. The AuraGen^® uses the automotive engine, which is highly regulated for environmental protection. Gensets use small engines that produce significantly higher levels of emissions per unit of power output than the automobile engine.

We believe that barriers to entry make it less likely that a product superior to the AuraGen^® will become available in the foreseeable future. The inventions upon which the AuraGen^® is based are protected by patents issued by the U.S. Patent Office. To our knowledge, there are no other patents for axial induction machines with solid rotors such as the AuraGen^®.

Manufacturers and end users of mobile power solutions (including the military) typically require completion of extensive evaluation and approval processes before embracing new systems. After extensive testing, a number of federal, state, DOT departments, and some major industrial companies have approved the AuraGen^® for purchase.

Thousands of AuraGen^® units are currently being used for multiple applications and in all types of operating environments, providing a good sample set for reliability analysis. The results show very low failure rates, which we are reducing further via minor hardware and software modifications, better assembly procedures and improved installation training. The U.S. Army has performed its own tests and is continuing to test the AuraGen^® under severe conditions. The VIPER, in use by the Special Forces and other combat forces, has been air-drop-certified by the U.S. Army and has been, and is, successfully deployed in Operation Enduring Freedom and Operation Iraqi Freedom.

The AuraGen^® system passed all of the Underwriters Laboratories (“UL”) testing in 2002 and 2003. In late 2004 and early 2005, the U.S. Marine Corps successfully tested the VIPER for safety and other operational capabilities at the Aberdeen Test grounds.

Target Markets

After the Company emerged from Chapter 11 reorganization under new management, our sales and marketing activities were expanded to include the following markets.

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Military, Homeland Security Administration and Other Federal Agencies

We believe the VIPER is a superior mobile power solution compared with existing alternatives for numerous military applications. The VIPER capability to produce both 120 Volt AC and 28 Volt DC power simultaneously at low engine RPM is critical for many military applications. In addition, the VIPER’s power management system, provides military users with the ability to monitor the quality and quantity of available power, the state of the on-board batteries, and the ability to prioritize different electric loads. The USCG, after three years of testing, selected the VIPER as the power system for its 190 new patrol boats; SAIC is using the VIPER on all of its VACIS gamma ray scan systems that are used for homeland and base security applications, and numerous units of special forces and regular army are using the VIPER in both Iraq and Afghanistan. The Department of Defense issued a report to Congress in August 2006, which discussed the success of the VIPER in Iraq and Afghanistan. More recently a number of military OEMs are exploring the use of the VIPER for various military programs. The Company is also pursuing marketing the VIPER for the upcoming JLTV program.

Marine

We believe that the AuraGen^® is an ideal product for recreational boats with a length of 25 to 50 feet. The National Oceanic and Atmospheric Administration tested the AuraGen^® on the “Magna Spirit”, a research vessel, for 3,000 miles on the open ocean and reported flawless performance. The USCG tested the VIPER for three years before choosing it to power 190 new patrol boats. The United States Navy also tested the VIPER for over 10,000 nautical miles with flawless performance. All of these organizations are leaders in the introduction of new technologies and safety for marine applications. More recently a major boat OEM successfully tested the AuraGen^® on one of their production boats, and the Company is currently pursuing the required boat related certifications from UL. While the Company is not expecting any delays in getting the required certification, no assurances can be given as to when, or if, such required certification will be completed.

Oil and Gas Industry

The oil and gas industry is a heavy user of mobile power for service. We have identified a number of oil and gas service providers that require the power level, as well as the power quality, generated by the AuraGen^®. In particular, there is a need for very large power to start inductive loads such as compressors, fans and electric motors. Typically the starting power required is known as lock rotor and can easily reach 30,000 watts. The AuraGen^® ICS design and architecture is such that it can easily support these power levels for the very short times that are required to start the loads. We have demonstrated 30,000 watts starting power for numerous compressors and motors.

Mid - Size Refrigeration Trucks Mid size refrigeration trucks are used throughout the country for the delivery of food. These trucks typically have a diesel engine mounted over the cab that is used as a generator for the refrigeration unit. The AuraGen^® is an ideal power source that can eliminate the need for the extra diesel engine thus reducing operating cost and fuel costs. The AuraGen’s^® ability to provide high wattage, start-up power is critical for this application, since a typical refrigeration system requires a two to four horsepower compressor. Such compressors require 20,000 to 30,000 watts of starting power. The Company has now sold over 100 systems for this application and is anticipating significant growth in this segment.

Emergency/Rescue

The emergency/rescue market relies heavily upon mobile power for lights, communications gear, instruments, medical equipment and digital equipment and tools. As the emergency/rescue market has undergone a transition to digital equipment and portable computers, it has experienced constant growth in mobile power needs. Approximately 20 of these organizations have started to use the AuraGen^®. Recently the Red Cross has used the AuraGen^® to power its communication needs in support of disaster relief during Hurricane Katrina and the wildfires in California in October 2007. In addition, hundreds of fire trucks are now using the AuraGen^® as their mobile power source.

Facilities, Manufacturing Process and Suppliers

We assemble and test the AuraGen^® at our 27,000 square foot facility in El Segundo, California, with components that are produced by various suppliers. Effective December 31, 2007, our current lease expired and we are currently on a month-to-month lease. In February 2008, we entered into a lease for a new facility of approximately 25,500 square feet, near our current facility. The lease is for a term of five years, commencing May 1, 2008, and carries a base rent of $28,019 per month. We expect to be able to move into this facility in the second quarter of fiscal 2009, and terminate the month-to-month lease on our current facilities at that time. We feel this facility is sufficient for our current needs. We plan to expand our manufacturing and warehouse capacity during fiscal 2009 with a new facility in the Atlanta, Georgia area. The new facility will be no less than 50,000 square feet and will provide enough capacity to handle our projected business for the next few years. The new facility will use the experience learned over the last few years to trim the manufacturing process and to improve throughput. When the new facility comes on line our production capacity will be 24,000 units per year. Subsequent to year-end we entered into negotiations to acquire a service and installation facility in Conley, Georgia. The facility consists of approximately 6 acres of land and a building of approximately 10,000 square feet with several truck service bays and a small amount of office space. The facility will be used by Aura for warehousing, service, and installation of the AuraGen for customers in the southeastern United States. We expect to complete this acquisition in the second quarter of fiscal 2009.

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Early in our AuraGen^® program, we determined it was most cost-effective to outsource production of components and sub-assemblies to volume-oriented manufacturers, rather than produce these parts in-house. As a result of this decision, and based on then anticipated sales, prior to fiscal 2001 we purchased, a substantial inventory of components and sub-assemblies at volume prices. Since sales did not meet our expectations, we have been assembling, testing and selling product from this inventory for several years. Many of the components and sub-assemblies are mechanical in nature, do not deteriorate, and are readily usable for all of our AuraGen^® models. Some of the sub-assembly units are in the form of ECUs that have also not deteriorated and, even though there have been improvements and modifications over this period, the units in inventory required only minor applications of parts and labor to bring them to current specifications.

In order to renew our inventory of components, we will need to renew contracts with such manufacturers or locate other suitable manufacturers. Since February 2006, we have renewed our relationships with a number of our old suppliers and are developing relationships with others. To ensure quality and reliability in the field, we use highly qualified suppliers, the majority of which are ISO 9002 compliant.

Distribution and Product Support

We provide a turnkey product and service to support our customers in every area. We have performed all of the development, from basic physics to detailed engineering. We believe our core capabilities provide a solid foundation to resolve technical issues, develop an ongoing line of new products and continually enhance our products.

Our vehicle integration team develops, engineers, and supplies all of the brackets, pulleys, idlers, belts, tensioners and other components that comprise a mounting system. The group also specifies all of the requirements of the AuraGen^® to allow its use with other mobile drives, such as hydraulic systems and PTO applications.

Research and Development

From fiscal 2002 through fiscal 2005 we reduced substantially all research and development activities due to our weakened financial condition. Although we believe that ongoing research and development is important to the success of our product in order to utilize the most recent technology, to develop additional products and additional uses for existing products, to stay current with changes in vehicle manufacture and design and to maintain an ongoing advantage over potential competition, our financial condition has not allowed significant expenditures on research and development, as all costs are being minimized while we seek to maintain solvency and attain profitability. When we emerged from Chapter 11 reorganization, we started to rebuild our research and development team. We have introduced and started to ship, for military applications, our dual system and our Tamgen (two generators connected in tandem) system, which generate up to 16,000 watts of continuous power with both AC and DC simultaneously. We are now shipping commercial units with 200amp, 24VDC capabilities and have completed the design and are currently testing units that are approximately one third smaller than the current 5,000 and 8,000 watts system that will supply 3,000 to 4,000 watts. We are also pursuing the development of a larger unit that we expect to have 25,000 watts capability. In addition, we plan to start developing electric motors based on the AuraGen technology with the focus of this development on the ½ to 10 horsepower segment of the industry.

Patents and Intellectual Property

Our intellectual property portfolio consists of trademarks, proprietary know-how and patents.

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In the area of electromagnetic technology, we have developed numerous magnetic systems and designs that result in a significant increase of magnetic field density per unit volume that can be converted into useful power energy or work. This increase in field density is a factor of three to four, which, when incorporated into mechanical devices, could result in a significant reduction in size and cost of production for the same performance.

The applications of these technological advances are in machines used every day by industrial, commercial and consumers. We have applied technology to numerous applications in industrial machines, such as generators, motors, actuators and linear motors.

The U.S. Patent Office awarded us 29 patents applicable to automotive and industrial applications. Of those patents, four are focused directly on the AuraGen^®, seven are basic magnetic actuation, two are for control systems associated with controlling the magnetic fields in different configurations and sixteen are focused on the EVA application.

The sixteen (16) patents associated with the EVA application cover the implementation of a controlled magnetic field as applied to linear motors. Many of the same techniques are implemented into the AuraGen^® control systems and, in particular, the control of the high power board used in the new AuraGen^® inverter mode, which uses many elements from the EVA application.

Areas of AuraGen^® Technology Innovation:

We hold the following patents: Nos. 5,734,217; 6,157,175; 6,700,214; 6,700,802; with expiration dates of 2015, 2017, 2019 and 2019 respectively. The above patents cover three areas, as described below.

Induction Machine

The basic patent covers a new form of induction machine with superior performance in a much smaller size than conventional machines. The solid cast rotor, the shaped magnetic field, the secondary conduction path through the steel, and the axial magnetic orientations are key components of this innovation.

Control System

This system separates the power generation from the power delivery by introducing a 400 VDC buss. For each cycle of each phase, part of the cycle power is drawn from the bus to run the electronics and energize the coils, while during the other part of the cycle, power is delivered to charge up the buss. The control system must balance all the timing to effect zero voltage change to the buss under dynamic variations of frequency and loads. The ability to optimize in real time the slip frequency is a key innovation in motor and generator control for variable speed, variable frequency, and variable load systems.

Bi-Directional Power Supply (“BDP”)

The patented ICS system developed by Aura provides a new capability in power systems. The BDP allows a system to use multiple sources of power simultaneously. It is a key component in providing the ability to deliver both AC and DC power simultaneously, as well as the ability to handle large power surges without the need for a throttle controller.

Employees

As of May 31, 2008, we employed 59persons. We are not a party to any collective bargaining agreements.

Significant Customers

During the year ended February 29, 2008 we conducted business with three major customers whose net sales comprised 42 % of our net sales. As of February 29, 2008, three customers accounted for 30% of our net accounts receivable.

During the year ended February 28, 2007, we conducted business with two customers whose sales comprised 24% of our net sales. As of February 28, 2007, three customers accounted for 50% of our net accounts receivable.

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Backlog

As of May 1, 2008, we had a backlog of approximately $5.5 million. Of this amount, approximately $4.2 million is for delivery after the 2009 fiscal year Approximately $4 million of this backlog is subject to cancellation or renegotiation at the convenience of the government. We had no material backlog at the prior year corresponding date.

ITEM 1A. Risk Factors

Risk Factors Relating to Our Business

We have a history of losses and we may not be profitable in any future period.

In each fiscal year since our organization in 1987 we have not made an operating profit. We have an accumulated deficit in excess of $350 million from our inception through February 29, 2008. Since emerging from bankruptcy, we have incurred approximately $15 million in losses. We cannot assure you that we will be able to achieve or maintain profitability or positive cash flow.

If we are unable to raise capital, our ability to implement our current business plan and ultimately our viability as a company could be adversely affected.

The cash flow generated from our operations to date has not been sufficient to fund our working capital needs, and we cannot predict when operating cash flow will be sufficient to fund working capital needs. In June 2005 we were forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code, from which we emerged under a court-approved plan of reorganization on January 31, 2006.

In the past, in order to maintain liquidity we have relied upon external sources of financing, principally equity financing and private and bank indebtedness. We have no bank line of credit and require additional debt or equity financing to fund ongoing operations. We have no firm commitments from third parties to provide additional financing and we cannot assure you that financing will be available at the times or in the amounts required. If we cannot raise needed funds, we would be forced to make substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.

Our auditors have qualified their reports on our financial statements to indicate that there is substantial doubt as to our ability to continue as a going concern, which could adversely affect our ability to obtain third party financing.

Our auditors, Kabani and Company, have qualified their reports on the current financial statements to indicate that there is “substantial doubt” about our ability to continue as a going concern. This opinion is based upon our continuing losses from operations. The existence of the going concern qualification could affect our ability to obtain financing from third parties or could result in increased cost of this financing.

Our success over the short-term depends on the commercial success of the AuraGen^® products, as we are not currently engaged in any other line of business.

Because we have focused our business on developing mobile power solutions in the 3,000 to 25,000 watts range, rather than on diversifying into other areas, our success in the foreseeable future will be dependent upon the commercial success of the AuraGen^® product line.

We may have difficulty managing our growth.

We will need to hire employees, rebuild our sales and production infrastructure and improve our operating and financial systems in order to effectively manage any significant growth in demand for our products. If we do not effectively manage our growth, we will not be successful in executing our business plan, which could have a material adverse affect on our business, results of operations and financial condition.

The market acceptance of the AuraGen^® is uncertain.

Our business is dependent upon sales generated from the AuraGen^® family of products and increasing acceptance of these products. We cannot assure you that our products will achieve broad acceptance in the marketplace. The AuraGen^® uses new technology and has only been available in the marketplace for a few years. Our financial condition has limited our ability to market the AuraGen^® to potential customers. Because our product is radically different from traditionally available mobile power solutions, users may require lengthy evaluation periods in order to gain confidence in the product. OEMs and large fleet users also typically require considerable time to make changes to their planning and production.

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Our business may be adversely affected by industry competition.

The industry in which we operate is competitive. We face substantial competition from companies that have been offering traditional solutions such as Gensets for the last 50 years, and there are more than 40 Genset manufacturers in the United States. These competitors include: Onan, Honda and Kohler.

Most of our competitors have greater financial resources than we do, have larger budgets for research, new product development and marketing and have long-standing customer relationships. We must compete with many larger and more established companies in the hiring and retention of qualified personnel.

Moreover, this market may attract new competitors that have longer operating histories, greater name recognition and significantly greater financial, technical and marketing resources than us. Our failure to meet our projections for our products’ market acceptance or the ability of our competitors to capture a first mover advantage could have a material adverse impact upon our business, operating results and financial condition. Furthermore, new product introductions or product enhancements by our current or future competitors or the use of other technologies could cause a loss of market acceptance of our products.

We depend on our intellectual property to provide us with a competitive advantage.

We rely on a number of patents and patent applications to protect the AuraGen^® products from unauthorized use by competitors. Our efforts to protect our proprietary rights may not prevent infringement by others or ensure that these rights will provide us with a competitive advantage. We cannot assure you that the patents pending relating to the AuraGen^® system or future patent applications will be issued or that any issued patents will not be invalidated, circumvented or challenged.

A portion of our proprietary technology depends upon trade secrets and unpatented technology and proprietary knowledge related to the development, promotion and operation of our products. While we generally enter into confidentiality agreements with our employees, consultants and vendors, we cannot assure you that our trade secrets and proprietary technology will not become known or be independently developed by competitors in such a manner that we have no practical recourse, and there can be no assurance that others will not develop or acquire equivalent expertise or develop products that render our current or future products noncompetitive or obsolete.

Litigation regarding intellectual property rights could be time-consuming and expensive and could divert our technical and management personnel from their work. We cannot assure you that such litigation expenses will not occur in the future. There also can be no assurance that other parties will not take, or threaten to take, legal action against us, alleging infringement of such parties” patents by our current or proposed products. We cannot assure you that we will have adequate financial resources to successfully institute or defend intellectual property litigation. Insurance coverage to indemnify us against liability for infringement of other parties’ intellectual property rights is either unavailable or prohibitively expensive.

Competition for key employees is intense, and we cannot assure you that we will be able to retain our key employees or that we will be able to attract, assimilate and retain other highly qualified personnel in the future. While we may enter into agreements with our employees regarding patents, confidentiality and related matters, we do not generally have employment agreements with our employees. The loss of key personnel, especially without notice, or the inability to hire or retain qualified personnel, particularly given our anticipated growth, could have a material adverse effect on our business, operating results and financial condition.

We depend on third party manufacturers for certain product components.

We rely extensively on subcontracts with third parties for the manufacture of most components of the AuraGen^®. If these providers do not produce these products on a timely basis, if the products do not meet our specifications and quality control standards, or if the products are otherwise flawed, we may have to delay product delivery, or recall or replace unacceptable products. In addition, such failures could damage our reputation and could adversely affect our operating results. As a result, we could lose potential customers and any revenues that we may have at that time may decline dramatically.

Although we generally use standard industrial and electrical parts and components for our products, some of our components are currently available only from a single source or from limited sources. We may experience delays in production of the AuraGen^® if we fail to identify alternate vendors or if any parts supply is interrupted or reduced, or if there is a significant increase in production costs or decline in component quality.

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We will need to renew sources of supply to meet increases in demand for the AuraGen^®.

We purchased the basic components for the AuraGen^® units currently being sold under a bulk order placed prior to fiscal 2001. Due to sales not meeting anticipated levels, we have been selling from this inventory. In order to renew this inventory, we will need to renew contracts with such manufacturers or locate other suitable manufacturers. Although we believe that there are a number of potential manufacturers of the components, we cannot assure you that renewed contracts for components can be obtained on favorable terms. Any material adverse change in such contracts could increase our cost of goods.

Risks Relating to Our Common Stock

Because our operating results have been uneven and may continue to fluctuate, this could affect our stock price.

Because our efforts since 1999 have been focused entirely on the introduction of the AuraGen^® family of products into the marketplace, our revenues and operating results have been uneven and may continue to be so during our current fiscal year and beyond. These fluctuations could affect our stock price. Factors which could affect our operating results include:

- The size, timing and shipment of individual orders;

- Market acceptance of our products;

- Development of direct and indirect sales channels; and

- The timing of introduction of new products or enhancements.

We have a history of filing late periodic reports with the SEC.

In June 1999, we failed to file our Annual Report on Form 10-K on the due date prescribed by the SEC, as we were unable to complete the audit of our financial statements. This in turn delayed the filing of three subsequent Quarterly Reports on Form 10-Q. The delay was occasioned by inadequate financial resources brought about by severe financial difficulties of our computer peripherals subsidiary, NewCom, which ceased operations in the first quarter of 1999. As a result of the delinquent filings, our common stock was de-listed from the Nasdaq National Market in July 1999. In February 2000, we completed our financial restructuring and filed all delinquent SEC reports, and listed our common stock on the NASD, Inc. OTC Bulletin Board (the “OTCBB”). From February 2005, through March 2008, we failed to timely file quarterly reports on Form 10-Q and Annual Reports on Form 10-K. This delay was caused by inadequate financial resources, culminating in our filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code in June 2005. We emerged from Chapter 11 under a court approved reorganization plan on January 31, 2006. We filed all of our delinquent reports in March of 2008, and on April 15, 2008, we were listed on the OTCBB under the symbol AUSI. Continued listing on the OTCBB and other U.S. exchanges requires that we timely file periodic SEC reports. Our failure to remain timely in our filings, therefore, could result in the delisting of our common stock on the OTCBB, which in turn could adversely affect the market liquidity of our common stock.

We may issue additional shares of our authorized common stock without obtaining the approval of our stockholders.

As of the date of this report, our corporate charter currently authorized our Board of Directors to issue up to 50,000,000 shares of common stock, of which 39,228,226 shares were outstanding as of May 15, 2008. The power of the Board of Directors to issue authorized shares of common stock is generally not subject to stockholder approval under Delaware state law, the state of our corporate organization. Any additional issuance of our common stock may have the effect of further diluting the equity interest of stockholders, and such dilution could be substantial.

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Because our common stock is subject to rules governing low priced securities, market liquidity for our common stock could be adversely impacted.

Our common stock trades below $5.00 per share and is not listed on the Nasdaq Stock Market or a national or regional securities exchange. Therefore, our common stock is subject to the low priced security or so-called “penny stock” rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For any transaction involving a penny stock, unless exempt, the rules require, among other things, the delivery, prior to the transaction, of a disclosure schedule required by the SEC relating to the penny stock market. These rules also require that the broker determine, based upon information obtained from the investor, that transactions in penny stocks are suitable for the investor, and require the broker to obtain the written consent of the investor prior to effecting the penny stock transaction. The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As long as our common stock is characterized as a penny stock, the market liquidity for these shares could be severely affected. The regulations relating to penny stocks could limit the ability of broker-dealers to sell these securities and, in turn, the ability of stockholders to sell their shares in the secondary market.

The potential exercise of outstanding warrants and options could adversely affect the market price of our common stock, dilute the holdings of existing stockholders and impede our ability to obtain additional equity financing.

As of February 29, 2008, we had outstanding 8,471,679 options and warrants to purchase our common stock at exercise prices ranging between $2.00 and $4.00. If those option and warrant holders exercise these securities, we will be obligated to issue additional shares of common stock at the stated exercise price. As of May 15, 2008, the closing price of our common stock was $1.04 per share. The existence of such rights to acquire common stock at fixed prices may prove a hindrance to our efforts to raise future equity funding, and the exercise of such rights will dilute the percentage ownership interest of our stockholders and may dilute the value of their ownership. Future sale of shares issuable on the exercise of outstanding warrants and options at fixed prices below prevailing market prices, or expectations of such sales, could adversely affect the prevailing market price of our common stock, particularly since such warrants or options may be exercised at a fixed price and resold. Further, the holders of the outstanding warrants may exercise them at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.

We do not expect to pay dividends on our common stock in the foreseeable future.

Although our stockholders may receive dividends if, as and when declared by our Board of Directors, we do not presently intend to pay dividends on our common stock until we are able to generate revenues and profits on a sustained basis and available cash exceeds our working capital requirements. Therefore, you should not purchase our common stock if you need immediate or future income by way of dividends from your investment.

ITEM 2. PROPERTIES

Effective December 31, 2007, the lease on our current facility expired and we are now on a month-to-month lease. In February 2008, we entered into a lease for a new facility of approximately 25,500 square feet, near our current facility. The lease is for a term of five years, commencing May 1, 2008, and carries a base rent of $28,019 per month. We expect to move into this new facility in the second quarter of fiscal 2009 and at that time vacate our present facility. The Company is also negotiating to purchase the service and installation facilities of Emerald, which comprises approximately 6 acres of land and a building of approximately 10,000 square feet with several truck service bays and a small amount of office space. The facility will be used by Aura for warehousing, service, and installation of the AuraGen for customers in the southeastern United States. Until the acquisition of the facility is finalized, including the assumption or refinancing of the approximately $950,000 in mortgage debt, Aura will pay approximately $7,000 per month in rent for the facility. If our sales continue to increase as we anticipate, we will need to further expand our facilities to meet required production levels.

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ITEM 3. LEGAL PROCEEDINGS

Except as described below, we are not a party to any material pending legal proceedings.

Barovich/Chiau et. al. v. Aura Systems, Inc. et. al. (Case No. CV -95-3295).

As previously reported in our fiscal 2000 report on Form 10-K, we settled shareholder litigation in the referenced matter in January 1999. On November 20, 1999, the parties entered into an Amended Stipulation of Settlement, requiring that we make payment of $2,260,000 (plus interest) in thirty-six equal monthly installments of $70,350. On October 22, 2002, after we had failed to make certain monthly payments, Plaintiffs applied for and obtained a judgment against us for $935,350, representing the balance due. We have subsequently made only two monthly payments of $70,350 each, reducing the amount owed to $794,650 (plus interest) as of February 28, 2005. Subsequent to the end of fiscal 2005, the bankruptcy court in our Chapter 11 proceeding (In re Aura Systems, Inc., United States Bankruptcy Court, Central District of California, Case Number LA 05-24550-SB), approved the settlement of this claim in the amount of approximately $820,000 as an unsecured claim under our Chapter 11 Plan of Reorganization. As an unsecured claim the Plan provides for the claim to be satisfied by the issuance of approximately 465,000 shares of common stock in the reorganized company. Plaintiffs appealed the ruling of the bankruptcy court to the District Court of Appeals claiming they were a secured creditor under the Plan of Reorganization, and therefore entitled to full payment in cash over a period of five years. The appellate court upheld the ruling of the bankruptcy court, and Plaintiffs have appealed this decision to the Ninth Circuit Court of Appeals. The appeal is pending.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders in the fourth quarter of fiscal 2008.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our shares are listed on the OTC Bulletin Board under the symbol “AUSI”. Set forth below are high and low bid prices for our common stock for each quarterly period in the two most recent fiscal years. Such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions in the common stock. We had 3,319 stockholders of record as May 15, 2008.

Period	High		Low
Fiscal 2007
First Quarter ended May 31, 2006	$	3.25	$	0.55
Second Quarter ended August 31, 2006	$	0.90	$	0.53
Third Quarter ended November 30, 2006	$	0.80	$	0.75
Fourth Quarter ended February 28, 2007	$	1.63	$	0.65

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Period	High		Low
Fiscal 2008
First Quarter ended May 31, 2007	$	1.80	$	1.21
Second Quarter ended August 31, 2007	$	1.46	$	0.85
Third Quarter ended November 30, 2007	$	1.73	$	1.35
Fourth Quarter ended February 29, 2008	$	2.36	$	1.55

On May 15, 2008, the reported closing sales price for our common stock was $1.04.

Dividend Policy

We have not paid any dividends on our common stock and we do not anticipate paying any dividends on our common stock in the foreseeable future.

Sales of Unregistered Securities

During the three months ended February 29, 2008, we sold 531,858 shares of our common stock to private investors for proceeds of $519,267. In January, 2008, we sold $704,000 of 7% convertible debentures to private investors. The debentures are convertible into our common stock at the option of the holder at a price of $3 per share, and are for a term of five years. If the closing price of our stock exceeds two times the conversion price ($6) for fifteen consecutive trading days, the debenture will automatically be converted into shares of our common stock. For additional information regarding the debentures see Managements Discussion and Analysis. All such securities were issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, and the certificates representing such securities contain a restrictive legend reflecting the limitations on future transfer of those securities. The offer and sale of these securities was made without public solicitation or advertising. The investors represented to us that they were knowledgeable and sophisticated, and were experienced in business and financial matters so as to be capable of evaluating an investment in our securities and were an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933. Each of these investors was afforded full access to information regarding our business.

Repurchases of Equity Securities

We did not repurchase any shares of our common stock during the fourth quarter of fiscal 2008.

Stock Performance Graph

The following graph compares the cumulative total stockholder return of the Company with the cumulative total return on the NASDAQ Stock Market Index (U.S.) and the S&P Small Cap Industrial 600 Index^†. The Comparisons in the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of the Company’s common stock.

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COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

AMONG AURA SYSTEMS, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX AND THE S & P SMALL CAP INDUSTRIAL INDEX

$100 INVESTED ON 2/28/2003 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING FEBRUARY 28

Cumulative Total Return and Year to Year Percent Return

		Feb-03		Feb-04		Feb-05		Feb-06		Feb-07		Feb-08
AURA SYSTEMS, INC.	Cum ret	$	100.00	$	88.16	$	54.26	$	16.30	$	8.27	$	9.03
	Year to Year %ROI		-79		-12		-38		-70		-49		9
NASDAQ STOCK MARKET INDEX (U.S.)	Cum ret	$	100.00	$	151.76	$	153.40	$	170.57	$	180.64	$	174.32
	Year to Year %ROI		-26		52		1		11		6		-4
S & P SC INDUSTRIAL 600	Cum ret	$	100.00	$	79.81	$	123.17	$	143.56	$	176.39	$	158.19
	Year to Year %ROI		7		-20		54		17		23		-10

^† The S&P Small Cap Industrial 600 Index is a composite of stocks including many in related industries to the Company’s business. The trading symbol for the index is ^SML.

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ITEM 6. SELECTED FINANCIAL DATA

The following Selected Financial Data has been taken or derived from our audited consolidated financial statements and should be read in conjunction with and is qualified in its entirety by the full-consolidated financial statements, related notes and other information included elsewhere herein.

AURA SYSTEMS, INC. AND SUBSIDIARIES

	February 29, 2008			February 28, 2007			February 28, 2006			February 28, 2005			February 29, 2004
Net revenues	$	2,849,331		$	1,624,074		$	1,756,105		$	2,525,431		$	1,864,325
Cost of goods sold	$	1,746,361		$	745,060		$	614,327		$	1,573,116		$	934,769
Inventory write down	$	52,675		$	419,765		$	439,188		$	2,088,703		$	550,968
Gross profit (loss)	$	1,050,295		$	459,249		$	702,590		$	(1,136,388	)	$	378,588
Expenses:
Engineering, research & development	$	1,541,617		$	1,048,529		$	1,483,247		$	2,482,678		$	2,135,061
Selling, general and administrative	$	8,246,812		$	5,200,393		$	5,867,388		$	6,061,542		$	7,191,925
Class action litigation & other legal settlements	$	-		$	-		$	267,726		$	2,765,192		$	-
Impairment losses on long-lived assets	$	-		$	-		$	-		$	544,510		$	2,000,398
Total expenses	$	9,788,429		$	6,248,922		$	7,618,361		$	12,678,912		$	11,327,384
Loss from operations	$	(8,738,134	)	$	(5,789,673	)	$	(6,915,771	)	$	(13,815,300	)	$	(10,948,796	)
Other (income) and expense:
Impairment of investments	$	-		$	-		$	-		$	286,061		$	500,000
Loss on sale of minority interest in Aura Realty	$	-		$	-		$	-		$	-		$	231,000
Gain (loss) on sale of investments/assets	$	1,500		$	7,750		$	(2,446,798	)	$	-		$	(201,061	)
Interest expense	$	(168,607	)	$	(392,977	)	$	6,602,020		$	18,965,852		$	2,409,732
Other		28,640		$	6,453		$	(50,000	)	$	(166,345	)	$	129,337
Loss on settlement of debt	$	(84,425	)	$	-		$	-		$	-		$	-
Change in derivative liability	$	-		$	-		$	16,254,502		$	(4,622,235	)	$	-
Provision (benefit) for taxes	$	-		$	-		$	-		$	-		$	-
Minority interest	$	-		$	-		$	-		$	(3,970	)	$	(365,514	)
Gain on extinguishment of debt obligations, net of income taxes	$	-		$	-		$	1,730,979		$	-		$	67,415
Preferred stock dividend	$	-		$	-		$	-		$	525,377		$	-
Net Income (loss)	$	(8,960,486	)	$	(6,168,447	)	$	6,864,488		$	(28,800,040	)	$	(13,584,875	)
Net loss per common share	$	(0.28	)	$	(0.25	)	$	2.24		$	(22.35	)	$	(10.65	)
Weighted average number of common shares		32,252,902			25,114,154			3,063,216			1,288,114			1,276,056
Cash/cash equivalents	$	37,532		$	1,051,259		$	472,482		$	61,376		$	83,200
Working capital	$	48,314		$	832,744		$	2,567,684		$	(34,338,147	)	$	(14,011,245	)
Total assets	$	5,258,627		$	5,549,137		$	7,891,377		$	13,305,777		$	17,760,733
Total debt	$	4,462,233		$	4,907,824		$	5,140,554		$	36,535,119		$	15,545,829
Net stockholders’ equity (deficit)	$	796,394		$	2,103,666		$	4,082,983		$	(23,883,233	)	$	(3,614,425	)

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Prior period amount regarding number of shares outstanding and the price per share have been restated to give effect to a 1 for 338 reverse split which became effective upon our exit from bankruptcy on January 31, 2006.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes many forward-looking statements. For cautions about relying on such forward looking statements, please refer to the section entitled “Forward Looking Statements” at the beginning of this Report immediately prior to “Item 1”.

Overview

We design, assemble and sell the AuraGen^®, our patented mobile power generator that uses the engine of a vehicle to generate power. The AuraGen^® delivers on-location, plug-in electricity for any end use, including industrial, commercial, recreational and military applications. We began commercializing the AuraGen^® in late 1999. To date, AuraGen^® units have been sold in numerous industries, including recreational, utilities, telecommunications, emergency/rescue, public works, catering, oil and gas, transportation, government and the military.

We were founded in 1987 and, until 1992, primarily engaged in supplying defense technology to classified military programs. In 1992, we transitioned to being primarily a supplier of consumer and industrial products and services using our technology. In 1994, we founded NewCom, which manufactured and sold computer modems, sound cards and other multimedia components. In 1997, we acquired MYS Corporation of Japan (“MYS”), a manufacturer of speaker systems. NewCom ceased operations in 1999. In fiscal 2000, we sold MYS, our business divisions providing sound products, and other assets, restructured substantial indebtedness and concentrated our focus on the AuraGen^® product. Since fiscal 2002 sales and support of the AuraGen^® have provided substantially all of our operating revenues.

We have not yet achieved a level of AuraGen^® sales sufficient to generate positive cash flow. Accordingly, we have depended on repeated infusions of cash in order to maintain liquidity as we have sought to develop sales. During fiscal 2002 through fiscal 2004, we substantially reduced our internal staffing due to the slower-than-anticipated level of AuraGen^® sales. We also suspended substantially all research and development activities. We continued to downscale our operations in fiscal 2005 and 2006. Since emerging from Chapter 11 proceeding, we have begun to increase our research and development activities and started to increase our staff in engineering and sales.

In September 2004, we entered into agreements with a group of investors and holders of secured debt in order to recapitalize the Company. These agreements are referred to as the “2004 Recapitalization Transactions”. Completion of the 2004 Recapitalization Transactions was intended to provide us with a more stable financial condition by infusing new capital through the sale of units comprising shares of Series B Preferred Stock and common stock warrants, conversion of $3.5 million of secured debt into shares of Series B Preferred Stock and warrants, extension of the maturity of the remaining $2.1 million of secured debt to August 2005, and the settlement of legal claims with former management. However, we continued to require further financing to remain solvent. Accordingly, subsequent to the end of fiscal 2005, in June 2005 we filed for protection under Chapter 11 of the U.S. Bankruptcy Code, and emerged on January 31, 2006 under a plan of reorganization.

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In May 2008, we entered into an agreement with Emerald Commercial Leasing, Inc., of Conley, Georgia, whereby we acquired the transport refrigeration assets of Emerald, valued at approximately $385,000. The terms of the agreement call for payment for the acquired inventory as it is sold. In addition, we reached an agreement in principle to purchase their service facility for $1,050,000. The facility consists of approximately 6 acres of land and a building of approximately 10,000 square feet with several truck service bays and a small amount of office space. The facility will be used by Aura for warehousing, service, and installation of the AuraGen for customers in the southeastern United States. Until the acquistion of the facility is finalized, including the assumption or refinancing of the approximately $950,000 in mortgage debt, Aura will pay approximately $7,000 per month in rent for the facility. The agreement also assigns to Aura all rights to drawings, designs, sketches, layouts integration know-how, parts lists, and vendor lists for the all electric refrigeration system based on commercial refrigeration design. In addition, the agreement returns the previously assigned exclusive selling rights for the transport refrigeration industry to Aura. As a result, aura can now offer an end-to-end solution to its customers in the refrigeration truck industry. We also agreed to hire eight of the employees of Emerald, effective June 1, 2008, and entered into an employment agreement with Emerald’s President, Mr. Joseph Dickman, effective August 1, 2008, which employs Mr. Dickman as Vice President of Sales.

Our consolidated financial statements included in this Report have been prepared on the assumption that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Our ability to continue as a going concern is dependent upon the successful achievement of profitable operations and the ability to generate sufficient cash from operations and obtain financing sources to meet our obligations. There is no assurance that such efforts will be successful.

Our current level of sales reflects our efforts to introduce a new product into the marketplace. Many purchases of the product are being made for evaluation purposes. We seek to achieve profitable operations by obtaining market acceptance of the AuraGen^® as a competitive - superior - product providing mobile power, thereby causing sales to increase dramatically to levels which support a profitable operation. There can be no assurance that this success will be achieved.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial conditions and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our consolidated financial statements.

Revenue Recognition

We are required to make judgments based on historical experience and future expectations, as to the reliability of shipments made to our customers. These judgments are required to assess the propriety of the recognition of revenue based on Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition," and related guidance. Because sales are currently in limited volume and many sales are for evaluative purposes, we have not booked a general reserve for returns. We will consider an appropriate level of reserve for product returns when our sales increase to commercial levels.

Inventory Valuation and Classification

Inventories consist primarily of components and completed units for our AuraGen^® product. Inventories are valued at the lower of cost (first-in, first-out) or market. Provision is made for estimated amounts of current inventories that will ultimately become obsolete due to changes in the product itself or vehicle engine types that go out of production. Due to continuing lower than projected sales, we are holding inventories in excess of what it expects to sell in the next fiscal year. The net inventories which are not expected to be realized within a 12-month period based on current sales forecasts have been reclassified as long term. Management believes that existing inventories can, and will, be sold in the future without significant costs to upgrade it to current models and that the valuation of the inventories, classified both as current and long-term assets, accurately reflects the realizable values of these assets. The AuraGen^® product being sold currently is not technologically different from those in inventory. Existing finished goods inventories can be upgraded to the current model with only a small amount of materials and manpower. We make these assessments based on the following factors: i) existing orders, ii) age of the inventory, iii) historical experience and iv) our expectations as to future sales. If expected sales volumes do not materialize or if significant discounts from current pricing levels are granted to generate sales, there would be a material impact on our financial statements.

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Valuation of Long-Lived Assets

Long-lived assets, consisting primarily of property and equipment, and patents and trademarks, comprise a small portion of our total assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Recoverability of assets is measured by a comparison of the carrying value of an asset to the future net cash flows expected to be generated by those assets. Net cash flows are estimated based on expectations as to the realizability of the asset. Factors that could trigger a review include significant changes in the manner of an asset's use or our overall strategy.

Specific asset categories are treated as follows:

Accounts Receivable: We record an allowance for doubtful accounts based on management's expectation of collectability of current and past due accounts receivable.

Property, Plant and Equipment: We depreciate our property and equipment over various useful lives ranging from five to ten years. Adjustments are made as warranted when market conditions and values indicate that the current value of an asset is less than its net book value.

Long-Term Investments: As we do not hold a sufficient interest in our investments to exercise significant influence and the fair market value of the investments are not readily determinable, long-term investments have been accounted for under the cost method. Management reviews financial and other available information pertaining to such investments to determine if and when a decline, other than temporary, in the value of any investment has occurred and an adjustment is warranted.

Patents and trademarks: As our business depends on using new technology to create new products, impairments in patents can be triggered by changed expectations regarding the foreseeable commercial production of products underlying such patents.

When we determine that an asset is impaired, it measures any such impairment by discounting an asset's realizable value to the present using a discount rate appropriate to the perceived risk in realizing such value. When we determine that an impaired asset has no foreseeable realizable value, it writes such asset down to zero.

Results of Operations

Fiscal 2008 compared to Fiscal 2007

Revenues

Net revenues in fiscal 2008 increased $1,225,257 to $2,849,331 from $1,624,074 in fiscal 2007, an increase of 75%. The increase is primarily attributable to the expansion of our customer base. In the 2008 fiscal year we began shipping product to the trucking industry for use on refrigeration trucks, which totaled approximately $450,000 in sales. We also delivered the first units for use on military vehicles in South Korea for total sales of approximately $300,000. We expect our sales to continue to increase significantly as we expand our sales force and our customer base.

Cost of Goods

Cost of goods sold in fiscal 2008 increased $1,001,301 to $1,746,361 from $745,060 in fiscal 2007. As a percentage of net revenues, cost of goods sold increased to 61% in fiscal 2008 from 46% in fiscal 2007. The increase is attributable to the variation in the mix of products sold. There were a larger number of 5KW systems sold in the 2008 fiscal year, which carry a lower gross margin than our 8.5 KW systems. These systems were sold at lower margins to reduce our inventory of 5KW systems as we expect most of our customers to move towards the 8.5KW systems in the future. We expect cost of goods sold to decrease as a percentage of revenues as we deplete our inventory of 5KW units.

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Engineering, Research and Development

Engineering, research and development costs increased $493,088 to $1,541,617 in fiscal 2008 from $1,048,529 in fiscal 2007. The increase is attributable to an increase in the number of employees and a renewed focus in product development. During the 2008 fiscal year we developed the Tamgen, the 200 amp ECU, the eight inch generator, and designed and built prototypes of smaller diameter units.

Selling, General and Administrative Expense

Selling, general and administrative expenses increased $3,046,419 to $8,246,812 in fiscal 2008 from $5,200,393 in fiscal 2007. The increase is due to an increase in the number of employees and an increase in the selling and marketing expenses as we worked to expand our customer base. Also, $1,656,839 was charged to expense in fiscal 2008 for the value of stock options granted to employees.

Non-Operating Income and Expenses

Net interest expense decreased to $168,607 in fiscal 2008 from approximately $400,000 in fiscal 2007. The decrease is due to a lower level of notes payable during the year.

Net Income/Loss

Our net loss in fiscal 2008 increased to $8,960,486 from $6,168,447 in fiscal 2007, an increase of $2,792,039. The increase is a result of the costs associated with the increase in personnel and the increased costs attributable to the new products being developed. Additionally, as noted above, costs of $1,656,839 attributable to the issuance of stock options substantially increased the interest charged to expense for the current fiscal year.

Fiscal 2007 compared to Fiscal 2006

Revenues

Net revenues in fiscal 2007 decreased $132,031 to $1,624,074 from $1,756,105 in fiscal 2006, a decrease of approximately 7.5%. This slight decrease was due to the continued effects of the disruption to our business resulting from the bankruptcy proceeding and the prior reduction in the sales staff.

Cost of Goods

Cost of goods sold in fiscal 2007 increased $130,733 to $745,060 from $614,327 in fiscal 2006. As a percentage of net revenues, cost of goods sold was 45.9% in fiscal 2007 compared to 35.2% in fiscal 2006. This was a result of the mix of products sold.

Engineering, Research and Development

Engineering, research and development decreased $434,718 to $1,048,529 in fiscal 2007 from $1,483,247 in fiscal 2006. The decrease is attributable to our focusing more of our efforts in the area of production. As a percentage of net revenues, engineering, research and development was 64.6% in fiscal 2007 compared to 84.5% in fiscal 2006. Research and development activities were negligible in fiscal 2007 and 2006, as we significantly reduced our research activities due to our financial condition. We expect research and development activities to begin to increase as our financial condition improves and our sales increase.

Selling, General and Administrative Expense

Selling, general and administrative expenses decreased $666,995 to $5,200,393 in fiscal 2007 from $5,867,388 in fiscal 2006. The decrease was due to a reduction in legal expense of approximately $800,000, partially offset by an increase in our workforce as we began to rebuild after exiting bankruptcy.

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Non-Operating Income and Expenses

Net interest expense decreased to approximately $400,000 in fiscal 2007 from $6.6 million in fiscal 2006. The decrease is a result of our substantially lower debt levels when we exited bankruptcy.

We realized gains of approximately $1.7 million on extinguishment of debt in fiscal 2006 as a result of the settlement of certain debts related to our bankruptcy filing. There was no comparable item in fiscal 2007.

Net Income/ Loss

Our fiscal 2007 net loss was $6.2 million. In fiscal 2006, we reported net income of $6.9 million. This was primarily a result of the recording of income of $16.3 million from a change in derivative liability that essentially reversed a charge for this amount in fiscal 2005. Net operating revenues and gross profit were $1.6 million and $.5 million, respectively, in fiscal 2007, and $1.8 million and $.7 million, respectively, in fiscal 2006.

Liquidity and Capital Resources

At February 29, 2008, we had cash of approximately $0.50 million, compared to approximately $1.05 million at February 28, 2007. At February 29, 2008 we had working capital of approximately $50,000 as compared to approximately $800,000 at the end of the prior fiscal year. At February 29, 2008, we had accounts receivable, net of allowance for doubtful accounts, of approximately $800,000 compared to approximately $250,000 at February 28, 2007.This increase is a result of the increased level of sales in the 2008 fiscal year. In fiscal 2008 we acquired property and equipment at a cost of approximately $170,000. As of May 15, 2008, we had less than $100,000 in cash.

We acquired property and equipment at a cost of approximately $63,000 in fiscal 2007. At February 29, 2008, we had no material capital project that would require funding. Subsequent to year end we agreed to acquire a service facility in Conley, Georgia, for $1,050,000.Subsequent to year end, we also entered into a lease for a new facility in El Segundo, California, of approximately the same size as our current facility, which we expect to be adequate for our current needs. If our sales continue to increase as we anticipate, we will need to further expand our facilities to meet required production levels. In fiscal 2008 we made payments on notes payable of approximately $450,000 compared to debt repayments of $0.1 million in fiscal 2007. In fiscal 2008 we incurred additional debt obligations of $704,000 in the form of 7% convertible debentures. These debentures carry a term of five years and are convertible into shares of our common stock at a price of $3.00 per share. If the closing price of our stock exceeds two times the conversion price ($6) for fifteen consecutive trading days, the debenture will automatically be converted into shares of our common stock. If an event of default occurs, which includes, but is not limited to, the failure to pay interest or principal when due, or the filing of bankruptcy, the holder may declare the entire outstanding principal balance and all accrued but unpaid interest, immediately due and payable. Interest is required to be paid quarterly, beginning May 31, 2008. Additionally, in the 2008 fiscal year, $183,533 of secured notes payable was converted into 183,533 shares of our common stock. During the year ended February 28, 2007 $167,346 of accrued and unpaid interest was added to the principal amount of notes payable. Under the terms of the secured notes, no payments were required for the first twelve months, and all interest accrued during this period was added to the balance of the notes.

During fiscal 2008 we issued 6,891,791 shares of common stock for net proceeds of $6,433,089. We also issued 183,533 shares of common stock in satisfaction of $183,533 of secured notes payable, and issued 2,012,577 shares of common stock as penalty shares for failure to file a registration statement for previously issued shares.

Subsequent to year end, the Board of Directors offered to modify the terms of the warrants to purchase our common stock that were issued in January 2006 as part of our Chapter 11 bankruptcy plan of reorganization. Under the modification, the holders of these warrants could elect to either (i) exercise the warrants at a price of $1.00 per share, or (ii) change the exercise price from $4.00 to $2.00 per share and shorten the expiration date from January 31, 2011 to January 31, 2009, or (iii) continue to hold the warrants with no modification of their terms. As a result of the offer to modify the warrants, 1,197,103 shares were exercised through May 2008 resulting in cash proceeds of $1,197,103. Additionally, 430,329 warrants held by the secured note holder were exercised in lieu of note payments, leaving 2,667,739 of the bankruptcy warrants outstanding.

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Since 2002 substantially all of our revenues from operations have been derived from sales of the AuraGen^®. The cash flow generated from our operations to date has not been sufficient to fund our working capital needs, and we cannot predict when operating cash flow will be sufficient to fund working capital needs. In June 2005 we were forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code, from which we emerged under a court-approved plan of reorganization in January 2006.

In the past, in order to maintain liquidity we have relied upon external sources of financing, principally equity financing and private and bank indebtedness. We have no bank line of credit and require additional debt or equity financing to fund ongoing operations. We have no firm commitments from third parties to provide additional financing and we cannot assure you that financing will be available at the times or in the amounts required. The issuance of additional shares of equity in connection with such financing could dilute the interests of our existing stockholders, and such dilution could be substantial. If we cannot raise needed funds, we would also be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.

Principal Capital Transactions during Fiscal 2007

During fiscal 2007 we issued 4,412,928 shares of common stock in private placements for net proceeds of $3,965,156.

Principal Capital Transactions during Fiscal 2006 - 2006 Chapter 11 Reorganization Proceeding

We filed for protection under Chapter 11 of the U.S. Bankruptcy Code in June 2005 as a result of acute liquidity challenges. Following commencement of our bankruptcy proceeding, we continued to rely on third party funding to cover our cash shortfalls, which included a series of secured debt financings aggregating more than $3.3 million during the pendency of our Chapter 11 proceeding and approximately $3 million raised in a private placement of common stock and warrants to a group of “new money” investors as part of the Plan of Reorganization. Through agreements reached by the Company with a group of lenders holding secured notes (“Secured Notes”) with an aggregate principal balance in excess of $6 million, and the approval of the bankruptcy court, between July and December of 2005, we concluded a series of three new secured financings, totaling $3.36 million, with three new lenders (the “DIP Lenders”).

We submitted a reorganization plan that was approved by the bankruptcy court and voted and approved by the DIP Lenders, the secured creditors, the unsecured creditors, the shareholders and the new money investors. The principal terms of the Plan, which became effective on January 31, 2006 (the “Effective Date”), are as follows:

Secured Note Holders – The holders of the Secured Notes, with an approximate principal balance of $5.5 million immediately prior to the Effective Date, received 1,134,000 shares of Common Stock, warrants to purchase 259,900 shares of Common Stock, and restated Secured Notes with a reduced principal balance of $2,525,000 on the Effective Date, after giving effect to a $75,000 cash payment by the Company on the Effective Date. The Secured Notes, as restated, continued to be secured by substantially all of the assets of the Company, with annual interest of 7%, and payable in 48 equal monthly installments commencing 12 months after the Effective Date.

DIP Lenders - The DIP Lenders converted all of their approximately $4.06 million of loans immediately prior to the Effective Date into 6,065,699 shares of Common Stock and warrants to purchase 606,570 shares of Common Stock on the Effective Date.

Unsecured Claims – Holders of approximately $8.3 million of unsecured claims against the Company immediately prior to the Effective Date received approximately 4.7 million shares of Common and warrants to purchase 945,900 shares of Common Stock on the Effective Date in exchange for their unsecured claims.

New Money Investors –A group of new investors (“New Money Investors”) contributed a total of $3,045,000 of new money on the Effective Date in exchange for 3,349,500 shares of Common Stock and warrants to purchase 669,000 shares of Common Stock, of which approximately $1.1 million was used to pay administrative expenses of the bankruptcy proceeding outstanding on the Effective Date. An additional 837,375 shares of Common Stock were issued under the Plan following the Effective Date as the Company did not timely file a registration statement.

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Series A Preferred Stockholders – The holders of the Series A Preferred Stock, of which 591,110 shares were outstanding immediately prior to the Effective Date, received a total of 357,818 shares of Common Stock and warrants to purchase 89,455 shares of Common Stock in exchange for their Series A Preferred Stock.

Series B Preferred Stockholders – The holders of $9,979,838 of Series B Preferred Stock which was fully paid for immediately prior to the Effective Date, received a total of 3,215,712 shares of Common Stock and warrants to purchase 987,195 shares of Common Stock in exchange for their Series B Preferred Stock. The remaining, unpaid shares of Series B Preferred Stock were cancelled on the Effective Date.

Common Stockholders – The holders of the 439,458,082 shares of Common Stock outstanding immediately prior to the Effective Date (“Old Common Stock”) received approximately 1.3 million shares of new Common Stock in the reorganized Company on the Effective Date in exchange for the Old Common Stock (i.e. one share of new Common Stock in exchange for each 338 shares of Old Common Stock).

Aries Group Reorganization Fee - For major contributions to the Plan, Disclosure Statement which describes the Plan, business analysis and modeling, feasibility study, assistance in settlement disputes between the Company and certain creditors, and providing valuation analysis for pricing of the investment by the New Money Investors as well as the conversion rates for the DIP Lenders, the Aries Group received 2,541,500 shares of the Company’s Common Stock and warrants to purchase 508,300 shares of Common Stock. The Plan provided that of these 2,541,500 shares of Common Stock and 508,300 warrants received by the Aries Group, 900,000 shares of Common Stock and 179,800 Warrants were to be delivered to Harry Kurtzman.

New Warrants – The warrants to purchase a total of approximately 3,807,319 shares of Common Stock issued under the Plan to the New Money Investors, the DIP Lenders, holders of unsecured claims, holders of Series A and Series B Preferred Stock and the Aries Group entitled the warrant holder to purchase Common Stock at a price of $3.00 per share during the first 12 months following the Effective Date, $3.50 per share during the second 12 months following the Effective Date, and $4.00 per share thereafter. The warrants to purchase a total of 259,900 shares of Common Stock issued under the Plan to the holders of the Secured Notes entitled the warrant holder to purchase Common Stock at a price of $2.00 per share during the first 12 months following the Effective Date, $2.50 per share during the second 12 months following the Effective Date, and $3.00 per share thereafter. The Plan also provided for the reservation by the Company of warrants for 500,000 shares for the Company’s management and 500,000 shares for the Company’s Board of Directors.

Contractual Obligations

The table below describes the Company’s future contractual obligations, including items not included in the consolidated balance sheet, as of February 29, 2008:

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long Term Debt Obligations (a)	$	3,223,998	$	1,334,221	$	1,185,777	$	0	$	704,000
Capital lease obligations	$	0	$	0	$	0	$	0	$	0
Operating leases (b)	$	1,681,140	$	280,190	$	672,456	$	672,456	$	56,038
Minimum license commitment	$	0	$	0	$	0	$	0	$	0
Fixed asset and inventory purchase commitments	$	0	$	0	$	0	$	0	$	0
Total contractual cash obligations	$	4,853,935	$	1,527,677	$	1,893,764	$	672,456	$	760,038

(a) Represents notes payable dated January 31, 2006, bearing interest at a rate of 7% per annum and secured by substantially all of our assets. The notes carry a term of five years with interest accruing the first 12 months, principal and interest payments beginning the 13th month, and continuing through month 60. Also includes $704,000 of five year, 7% convertible debentures, convertible into our common stock at a price of $3.00 per share. For additional information regarding the terms of these Notes, see the discussion appearing above in “Liquidity and Capital Resources.”

(b) Represents obligations for the lease of our new facilities which begins May 1, 2008.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. We consider our exposure to market risks to be immaterial. Historically, we have not entered into derivative financial instrument transactions to manage or reduce market risk or for speculative purposes. Our long term debt obligations all bear interest at fixed rates and, therefore, have no exposure to interest rate fluctuations. Our risk related to foreign currency fluctuations is not material at this time, as any accounts we have in foreign denominations are not in themselves material.

As we anticipate needing to use the cash we held at year end within a short period, we have invested it in money market accounts, and we do not expect that the amount of fluctuation in interest rates will expose us to any significant risk due to market fluctuation.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Consolidated Financial Statements at page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit, is recorded, processed, summarized and reported, within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and have concluded, as of February 29, 2008, that they were effective

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our fiscal quarter ended February 29, 2008, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the three months ended February 29, 2008, we sold 531,858 shares of our common stock to private investors for proceeds of $519,267. In January, 2008, we sold $704,000 of 7% convertible debentures to private investors. The debentures are convertible into our common stock at the option of the holder at a price of $3 per share, and are for a term of five years. If the closing price of our stock exceeds two times the conversion price ($6) for fifteen consecutive trading days, the debenture will automatically be converted into shares of our common stock. For additional information regarding the debentures see Managements Discussion and Analysis. All such securities were issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, and the certificates representing such securities contain a restrictive legend reflecting the limitations on future transfer of those securities. The offer and sale of these securities was made without public solicitation or advertising. The investors represented to us that they were knowledgeable and sophisticated, and were experienced in business and financial matters so as to be capable of evaluating an investment in our securities and were an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933. Each of these investors was afforded full access to information regarding our business.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

The following table sets forth our directors and executive officers, their age, and the office they hold.

Name	Age	Title
Directors
Melvin Gagerman	65	Chairman, Director, Chief Executive Officer, Chief Financial Officer and President
Arthur J. Schwartz, PhD	60	Director, Chief Technical Officer
Dr. Maurice Zeitlin	66	Director, Chairman - Nominating Committee; member, Compensation Committee and Audit Committee
Warren Breslow	65	Director, Chairman - Audit Committee; member, Nominating Committee and Compensation Committee
Salvador Diaz-Verson, Jr.	53	Director, Chairman, Compensation Committee; member, Audit Committee and Nominating Committee
Other Executive Officers
Yedidia Cohen	52	Vice President of Engineering

The following sets forth certain information with respect to our directors and executive officers.

Melvin Gagerman - Mr. Gagerman has been the CEO and CFO of the Company since we emerged from Chapter 11 proceedings on January 31, 2006. He has many years of experience in all aspects of managing companies and a very strong background in accounting and finance. Mr. Gagerman was the President of Hollywood Trading Co., a distributor of novelty items, from 2000 until February 2006, when he became CEO of the Company. Prior to that Mr. Gagerman was the CEO of Surface Protection Industries from 1976 to 1977, where he successfully reorganized key management positions; established relationships with new distributors and upgraded manufacturing abilities, developed aggressive marketing programs to revitalize mature product lines and identified new market opportunities to increase sales and profits. From 1973 to 1975 Mr. Gagerman was the Chairman and CEO of Applause, where he successfully reorganized a world famous designer, manufacturer and distributor of licensed and generic stuffed toys which had sales of $137 million per year, 700 employees and losses of 12 million dollars a year. By aggressively altering product lines, adding new lines, cutting overhead, restructuring several key management positions, the company produced a $4.5 million profit within one year. Mr. Gagerman has also served as Managing Partner of Good, Gagerman & Berns, an accounting firm, National Audit Partner for Laventhol and Horwath and Audit Supervisor at Coopers and Lybrand.

Arthur J. Schwartz, PhD - Dr. Schwartz has been CTO and a director of the Company since it emerged from Chapter 11 proceedings on January 31, 2006. From 2002 to 2006 Dr. Schwartz was a principal in the business consulting firm Aries Group Ltd. Dr. Schwartz is one of the founders of the Company and was a member of Aura’s management from1987 until 2002 as Executive Vice President, CTO and director. Dr. Schwartz has been has been involved in all technical aspects of the Company and has been instrumental in many of our government programs. Prior to founding Aura, Dr. Schwartz worked at Hughes Aircraft Company as a senior scientist on classified programs. Dr. Schwartz has a Ph.D in Physics.

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Dr. Maurice Zeitlin - Dr. Maurice Zeitlin has been a director of the Company since it emerged from Chapter 11 proceedings on January 31, 2006. Since 1985, Dr Zeitlin has been the President and owner of Maurice A. Zeitlin M.D., a Medical Corporation. He currently practices administrative medicine and is the medical director for several Los Angeles area hospitals. Dr. Zeitlin was a Major in the USAF from 1972 until 1974 He attended the University of Chicago and received his M.D in 1967.

Warren Breslow - Mr. Breslow has been a director and Chairman of the Audit Committee since it emerged from Chapter 11 bankruptcy proceedings on January 31, 2006. Mr. Breslow is the General Partner and Chief Financial Officer of Goldrich & Kest Industries (“G & K Industries”), a property management firm. He joined G & K Industries in 1972 as controller and assumed his current position as General Partner and Chief Financial Officer in 1974. As General Partner and Chief Financial Officer of G & K, Mr. Breslow oversees the financial aspects of G & K’s construction activity, as well as their management operations and information systems center. He is also past president and lifetime member of the board of directors of the Stephen S. Wise Temple, and supports numerous charitable and civic organizations. Prior to his association with Goldrich & Kest Industries, Mr. Breslow was a manager with the International Accounting firm of Laventhol & Horwath. He is a CPA and graduated from the Bernard Baruch School of Business Administration.

Salvador Diaz-Verson, Jr. is a director of the Company and has served in this capacity since June, 2007. He previously served as a director of the Company from 1997 to 2005. Mr. Diaz-Verson is the founder, Chairman and President of Diaz-Verson Capital Investments, Inc., an Investment Adviser registered with the SEC, where he has served since 1991. Mr. Diaz-Verson served as President and member of the Board of Directors of American Family Corporation (AFLCAC Inc.) a publicly held insurance holding company, from 1979 until 1991. Mr. Diaz-Verson also served as Executive Vice President and Chief Investment Officer of American Family Life Assurance Company, subsidiary of AFLAC Inc., from 1976 through 1991. He is currently a Director of the board of Miramar Securities, Clemente Capital Inc., Regions Bank of Georgia and The Philippine Strategic Investment Holding Limited. Since 1992, Mr. Diaz-Verson has also been a member of the Board of Trustees of the Christopher Columbus Fellowship Foundation, appointed by President George H.W. Bush in 1992, and re-appointed by President Clinton in early 2000. Mr. Diaz-Verson is a graduate of Florida State University.

Yedidia Cohen – Mr. Cohen has been employed by us since July, 2001, developing numerous magnetic applications, and has been our VP of Engineering since May, 2006. Prior to being appointed VP of Engineering he was the lead engineer on the AuraGen mechanical tasks. Mr. Cohen has extensive experience in designing and building highly reliable and durable weapon systems. He spent much of his professional carrier at Raphael (Weapon development and testing facility for the Israeli Army). In addition to his vast experience in weapon systems, Mr. Cohen worked for ElectricPower Corporation in Haifa, Israel, where he specialized in conceptual design of power generation plane, thermodynamic calculations, design of boilers, pressure vessels and heat exchangers. In addition to his engineering skills Mr. Cohen has experience in building and managing teams of engineers working on complex tasks. Mr. Cohen has a M.S.E.E degree in Mechanical Engineering from the Technion in Haifa, Israel.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our officers and directors, and beneficial owners of more than ten percent of the common stock, to file with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. reports of ownership and changes in ownership of the common stock. During the year ended February 28, 2007, Warren Breslow, a director, acquired 384,615 shares of common stock for which he failed to file a Form 4. During the year ended February 28, 2008, the following directors failed to file a Form 4 for their acquisitions of stock: Melvin Gagerman – 137,362 shares, Dr. Arthur Schwartz – 14,285 shares; Dr. Maurice Zeitlin – 96,702 shares; Warren Breslow – 549,450 shares.

Code of Ethics

We have a Code of Ethics for all of our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The purpose of the Code is to ensure that our business is conducted in a consistently legal and ethical matter. A copy of our Code of Ethics is included as an exhibit to this Annual Report on Form 10-K.

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Audit Committee

The Audit Committee of our Board of Directors recommends selection of independent public accountants to our Board, reviews the scope and results of the year-end audit with management and the independent auditors, reviews our accounting principles and our system of internal accounting controls and reviews our annual and quarterly reports before filing with the SEC. The current members of the Audit Committee are Warren Breslow, (Chairman), Dr. Maurice Zeitlin and Salvador Diaz-Verson. Our Board has determined that all members of the Audit Committee are “independent” under the rules of the SEC and the listing standards of NASDAQ. Our Board also determined that Mr. Breslow is an “audit committee financial expert” in accordance with applicable SEC regulations. The Audit Committee has adopted a written Audit Committee charter. A copy of our current Audit Committee Charter is included as an exhibit to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Policy and Objectives

Our policy in compensating executive officers, including the executive officers named in the Summary Compensation Table appearing below (the “named executive officers”), is to establish methods and levels of compensation that will

· attract and retain highly qualified personnel

· provide meaningful incentives to promote profitability and growth and reward superior performance.

To achieve these policies we follow the basic principles that annual compensation should be competitive with similar companies and long term compensation should generally be linked to the Company’s return to shareholders.

We also believe that compensation for individual executives should be aligned to the performance of areas of the business over which the executive has the most control.

Executive compensation policies are implemented through a combination of annual and long-term methods of compensation. Compensation for the named executive officers includes

· base salary,

· eligibility to receive annual cash bonuses, and

· stock-based compensation in the form of stock options under employee stock option plans.

These primary components are available for flexible use by our company in a manner that will effectively implement our stated objectives with respect to compensation arrangements for each of the executive officers. Each of these components is discussed in more detail below. When setting the compensation arrangements for each executive officer, the Compensation Committee considers these components individually, as well as on an aggregate (total compensation) basis. There is no pre-determined relationship between base salary of our executives and any of the other principal components of compensation. Each element of compensation is considered both individually and in terms of total overall compensation.

Role of Company Management in Compensation Decisions

The Compensation Committee makes decisions regarding the compensation of the Chief Executive Officer usually in conjunction with input from the Chief Executive Officer, including base compensation, equity incentive awards, annual incentive award payments. The Chief Executive Officer annually reviews compensation for the other named executive officer and makes recommendations to the Compensation Committee based upon individual and company performance. The Compensation Committee reviews and approves, and may exercise discretion to modify, all recommendations made by the Chief Executive Officer.

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Primary Components of Executive Compensation.

Base Salary

The base salaries of our executive officers are set by the Compensation Committee after consideration of a number of factors, including the executive’s position, level of responsibility, tenure and performance. The Compensation Committee also considers the compensation levels of executives in comparable companies, along with the executive compensation recommendations made by our chief executive officer. In addition, the Compensation Committee evaluates whether the base salary levels of our executives are appropriate relative to our size and financial performance compared with the other companies reviewed. Relying primarily on these factors, the Compensation Committee sets the base salaries of our executive officers at levels designed to meet its objective of attracting and retaining highly qualified individuals. The Compensation Committee also believes that the continuity of leadership derived from the retention of well qualified executive officers is in the best interests of our shareholders. The base salaries of our executive officers are not set at any specific level as compared to the compensation levels of companies reviewed and the Compensation Committee does not assign relative weights or importance to any specific measure of the company’s financial performance.

Effective January 1, 2006, Mr. Gagerman’s base salary was set at $25,000 per month in connection with his appointment as Chairman of the Board and Chief Financial Officer. Mr. Gagerman’s base salary was later increased from $25,000 to $30,000 per month, effective November 1, 2006, pursuant to a written employment agreement (the “Gagerman Agreement”). The decision to increase Mr. Gagerman’s base salary was based primarily upon the increase in his responsibilities since May 2006, when he formally assumed the role of President and Chief Executive Officer.

Dr. Arthur J. Schwartz, a director, was a consultant to the Company from March 1, 2006, until November 30, 2006, at which time he was appointed Chief Technical Officer. Dr. Schwartz receives an annual base salary of. $180,000.

Annual Cash Incentive Payment

We consider the use of annual performance bonuses from time to time where appropriate, to motivate participants to achieve company growth and enhance shareholder value. The incentive bonus plan permits plan participants to receive a cash bonus that is tied to the company’s performance and achievement of measures relating to an individual’s own performance during a specified fiscal year. The types of measures and relative weight of those measures used in determining annual incentive awards are tailored to the named executive officer’s position and responsibilities. We maintain an annual cash bonus plan for Mr. Gagerman, which was established effective November 1, 2006, beginning in fiscal year 2007, under the terms of the Gagerman Agreement. We do not presently have in effect an annual cash bonus plan in effect with respect to any other named executive officer.

The Gagerman Agreement provides for an annual bonus to be approved by the Board of Directors of up to $100,000 based on objective and subjective milestones and, in the case of the 2007 fiscal year, provided the company has the available cash, and an additional annual bonus at the discretion of the Board of Directors of up to $100,000 for achievements in excess of expected milestones. The initial qualitative milestones and their quantitative relative weight were specified in the Gagerman Agreement for fiscal 2007, fiscal 2008 and fiscal 2009, and relate to achievement of specified business, financial and organizational performance goals. The Compensation Committee may change both the qualitative goals and relative weight of the goals by giving notice to Mr. Gagerman prior to the fiscal quarter that the change will take effect. In addition, the Compensation Committee retains the discretion under the Gagerman Agreement to pay an annual bonus regardless of whether the stated milestones are achieved. The milestones are set with the expectation that it is probable that the milestones will be met in the applicable fiscal year. In December 2007 the Compensation Committee determined to award Mr. Gagerman a bonus of $100,000 for the fiscal 2007 year, which has not yet been paid. The Compensation Committee has determined that the performance goals were not sufficiently met and therefore no bonus will be paid for the current fiscal year.

Long-Term Equity Based Compensation Awards

To date we have had limited cash flow from operations. As a result, we have placed special emphasis on equity-based compensation, in the form of options and warrants, to preserve our cash for operations. Long-term equity based compensation awards are granted to our executive officers pursuant to our equity plans. The Compensation Committee believes that long-term equity based compensation awards are an effective incentive for senior management to increase the long-term value of the company’s common stock as well as aiding the company in attracting and retaining senior management. These objectives are accomplished by making awards under the plan, thereby providing senior management with a proprietary interest in the continued growth and performance of the company and more closely aligning their interests with those of our shareholders. In addition, because options may sometimes terminate when an executive leaves the company, we believe that options are a useful incentive in promoting the retention of executives.

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2006 Stock Option Plan

In September 2006 our Board of Directors adopted an employee stock option plan, which is subject to shareholder approval. The option plan authorizes the Board of Directors or a committee of directors designated by the Board (the “Option Committee”) to grant options to employees, directors and consultants. At the time of the option grant the Option Committee designates the option for federal tax purposes as an “incentive stock option” or “non-statutory stock option.” The named executive officers are eligible to receive option grants under the option plan.

All determinations regarding the granting of options to executive officers, including the amount, exercise price, and terms of vesting, are made by the Option Committee after seeking input from management. The Option Committee makes long-term equity based compensation awards after a review of a number of factors, including length of service, the performance of the company, the relative levels of responsibility of the executive and his or her contributions to the business, including recommendations of supervisors, and prior option grants received by the executive. Awards may be granted to the same executive on more than one occasion.

 Stock option grants may be subject to a vesting period based upon continued employment during the option term or may fully vest upon grant. The Option Committee may make grants at any particular time during the year. The exercise price of the options must be at least equal to the fair market value of such shares on the date the stock option is granted or such later date as the Option Committee specifies.

In fiscal 2007, pursuant to the Gagerman Agreement, and following his appointment as CEO in May 2006, Mr. Gagerman was awarded a total of 300,000 options to purchase common stock under our employee stock option plan, exercisable at $2.00 per share, for a period of three years, of which 50,000 were designated as incentive stock options, the maximum amount allowable as incentive stock options under federal tax law for this grant. This grant primarily reflected his increased responsibilities as CEO. These 300,000 options were granted in addition to 600,000 warrants which were awarded to Mr. Gagerman in connection with his assuming the duties of Chairman and Chief Financial Officer effective February 2006. The 300,000 options vest at the rate of 25,000 per month. The Gagerman Agreement provides for acceleration of the vesting, and termination of the options prior to the expiration of the three year term, under circumstances specified in the Gagerman Agreement.

Subsequent to the end of fiscal 2007, in order to provide additional incentives to Mr. Gagerman, and in recognition of his accomplishments as both CEO and acting CFO, Mr. Gagerman was granted an additional 100,000 options, exercisable at $2.00 per share, with a term of five years. This grant is subject to shareholder approval of the Plan. In addition, subsequent to the end of fiscal 2007, we determined to extend the term of his 600,000 warrants from three years to five years and to fix the exercise price at $2.00 per share during the term of the warrants, subject to shareholder approval of the Plan.

Pursuant to our agreements with Mr. Gagerman, all of the options and warrants granted to him have a “cashless exercise feature” which allows Mr. Gagerman, at his option, to receive a reduced number of shares upon exercise of the options or warrants instead of paying the exercise price in cash.

In fiscal 2008 Dr. Schwartz and Yedidia Cohen were each granted 150,000 options, exercisable at $2.00 per share, with a term of five years. The option grants are subject to shareholder approval of the Stock Option Plan.

Other Benefits.

We provide all eligible employees, including executive officers, with certain benefits, including health and dental coverage, company-paid term life insurance coverage, disability insurance, 401(k) plan, paid time off and paid holiday programs. Other perquisites and personal benefits, such as automobile allowances and country club dues, are considered on a case-by-case basis. Executive perquisites and benefits are provided to ensure overall compensation for named executive officers is adequate.

Our executive officers are eligible to participate in our 401(k) plan, with Mr. Cohen currently being the only executive officer to participate. We do not presently maintain any other deferred compensation or retirement plans.

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We provide the foregoing benefit programs to provide executive officers with benefits that are competitive with those in the marketplace without incurring substantial cost to the Company.

Employment Agreements. Other than our written employment agreement with Melvin Gagerman, we do not have employment agreements with any of our named executive officers and generally do not enter into long-term employment agreements with our executive officers. Information regarding Mr. Gagerman’s written employment agreement is discussed below.

Severance Agreements. Other than severance provisions contained in our written employment agreement with Melvin Gagerman, we generally do not enter into severance agreements or similar agreements providing for payments upon termination of employment or change-in-control. Such agreements, when entered into, are negotiated on a case-by-case basis.

Material Tax and Accounting Implications of Executive Compensation Program

SFAS 123R sets forth the accounting treatment for options effective March 1, 2006. This accounting rule requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Prior to March 1, 2006 we followed Accounting Principles Board Opinion No. 25 (“APB 25”), Accounting for Stock Issued to Employees, and related Interpretations for measurement and recognition of stock-based transactions with employees. Under APB 25, generally no compensation expense was recognized in connection with the grant of a stock option since at the date of grant, the exercise price of stock options was set either at, or above, current price at closing of market or, at the price at closing of market on a pre-determined future date. Because the adoption of SFAS 123R’s fair value method will have an impact on our results of operations, this may have an impact on the level of share-based payments being issued.

U.S. federal income tax law prohibits publicly held companies from deducting certain compensation paid to a named executive officer that exceeds $1 million during the tax year. To the extent that compensation is based upon the attainment of performance goals set by the Compensation Committee pursuant to plans approved by our shareholders, the compensation is not included in the computation of this limit. Although the Compensation Committee intends, to the extent feasible and where it believes it is in the best interests of the company and our shareholders, to attempt to qualify executive compensation as tax deductible, it does not intend to permit this tax provision to dictate the committee’s development and execution of effective compensation plans.

Tax Consequences of Incentive Stock Options. Our 2006 stock option plan authorizes the grant of both “incentive stock options” and “non-qualified stock options.” The grant of an incentive stock option will not result in any immediate tax consequences to us or the optionee. An optionee will not realize taxable income, and we will not be entitled to any deduction, upon the timely exercise of an incentive stock option, but the excess of the fair market value of the shares of our common stock acquired over the option exercise price will be includable in the optionee’s “alternative minimum taxable income” for purposes of the alternative minimum tax. If the optionee does not dispose of the shares of our common stock acquired within one year after their receipt, and within two years after the option was granted, gain or loss realized on the subsequent disposition of the shares of our common stock will be treated as long-term capital gain or loss.

Tax Consequences of Non-qualified Stock Options. In general, the grant of a non-qualified stock option or warrant will not result in any immediate tax consequences to us or the optionee. Upon the exercise of a non-qualified stock option or warrant, generally the optionee will realize ordinary income and we will be entitled to a deduction, in each case, in an amount equal to the excess of the fair market value of the shares of our common stock acquired at the time of exercise over the exercise price.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” for the fiscal year ended February 29, 2008. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the “Compensation Discussion and Analysis” section be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008.

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The Compensation Committee:

Warren Breslow

Dr. Maurice Zeitlin

Salvatore Diaz-Verson

The following table summarizes all compensation earned for the fiscal years ended February 29, 2008, and February 28, 2007, to the individual who served as our chief executive officer during fiscal 2008, and the two other most highly compensated executive officers who were serving in such capacity as of February 29, 2008 (the "named executive officers").

2008 Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary ($)			Option Awards ($) (3)		Non-Equity Incentive Plan Compensation			All Other Compensation ($)			Total ($)
Melvin Gagerman (1)		2008		360,000			-		-			50,326	(5)		410,326
Chief Executive Officer, Chief Financial Officer, and President		2007		319,154	(2)		171,359		100,000	(4)		19,320	(5)		609,833
Arthur J. Schwartz		2008		180,000			34,512		-			2,229	(6)		216,741
Chief Technical Officer		2007		42,231	(7)		-		-			-			42,231
Yedidia Cohen		2008		177,116			31,460		-			1,898	(6)		210,474
Vice President of Engineering		2007		164,285			-		-			808	(6)		165,093

(1) Mr. Gagerman was elected Chairman and Chief Financial Officer effective February 1, 2006 and was elected President and Chief Executive Officer effective May 25, 2006.

(2) Mr. Gagerman’s salary was $25,000 per month from January 1, 2006 until December 1, 2006 at which time it was increased to $30,000 per month.

(3) Reflects the amount recognized for financial statement reporting purposes for the applicable fiscal year in accordance with FAS 123R, assuming no forfeitures.

(4) Represents incentive plan cash bonus awarded to Mr. Gagerman for fiscal 2007, which has been earned but not yet paid.

(5) Represents automobile and country club dues allowances, the cost of life insurance premiums, and medical expense reimbursements for fiscal 2007.

(6) Represents Company matching contributions to the 401(k) plan.

(7) Dr.. Schwartz, a director and executive officer, was a consultant to the Company from March 1, 2006, until November 30, 2006, at which time he was appointed Chief Technical Officer. Salary for fiscal 2007 only includes amounts paid as Chief Technical Officer effective December 1, 2006.

No bonuses or stock awards were granted to the above individuals for the 2007 or 2008 fiscal years.

Grants of Plan-Based Awards in the Last Fiscal Year

The following table sets forth certain information at February 29, 2008, and for the year then ended, with respect to plan-based awards granted to the individuals named in the Summary Compensation Table above.

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2008 GRANTS OF PLAN-BASED AWARDS TABLE

					Estimated Future Payouts Under  Non-Equity Incentive Plan Awards(3)(4)							Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($ / Sh)			Grant Date Fair Value of Option Awards ($)(1)
Name	Grant Date (5)		Approval Date (5)		Threshold ($)			Target ($)		Maximum ($)
(a)	(b)		(c)		(d)			(e)		(f)
Melvin Gagerman		12/16/07		12/16/07									100,000	(2)	$	2.00	(2)	$	121,023
		n/a		n/a			(3)	$	100,000	$	200,000		-			-			-
Arthur J. Schwartz		03/01/07		03/01/07		-			-		-		150,000		$	2.00	(2)	$	172,558
Yedidia Cohen		03/01/07		03/01/07		-			-		-		150,000		$	2.00	(6)	$	172,558

(1) Reflects the full grant date fair market value, computed in accordance with FAS 123R, assuming no forfeitures.

(2) Options vest on the date of grant and are exercisable at a price of $2.00 per share, with a term of five years. This grant is made under the Plan, which is subject to shareholder approval.

(3) The written employment agreement with Mr. Gagerman (the Gagerman Agreement) provides for an annual bonus in each fiscal year to be approved by the Board of Directors of up to $100,000 based on objective and subjective milestones and, in the case of the 2007 fiscal year, provided the Company has the available cash, and an additional annual bonus at the discretion of the Board of Directors of up to $100,000 for achievements in excess of expected milestones. The initial qualitative milestones and their quantitative relative weight were specified in the Gagerman Agreement for fiscal 2007, fiscal 2008 and fiscal 2009, and relate to achievement of specified business, financial and organizational performance goals. The Compensation Committee may change both the qualitative goals and relative weight of the goals by giving notice to Mr. Gagerman prior to the fiscal quarter that the change will take effect. In addition, the Compensation Committee retains the discretion under the Gagerman Agreement to pay an annual bonus regardless of whether the stated milestones are achieved. In December 2007 the Compensation Committee determined to award Mr. Gagerman a bonus of $100,000 for the fiscal 2007 year, which amount was previously reflected in the Summary Compensation Table for fiscal 2007, but has not yet been paid. He remains eligible for bonuses in future fiscal years. The compensation committee has determined that due to the Company’s financial position, no bonuses will be paid for the current year.

(4) Column (e) represents the amount payable if all of the annual targets are met, and column (f) represents the maximum amount payable under the plan established in the Gagerman Agreement.

(5) The grant date reflects the effective date of the equity grant for financial statement purposes under FAS 123R. The approval date reflects the date the Compensation Committee formally approved the stock option grant.

(6) Options vest over a three year period from the date of grant and are exercisable at a price of $2.00 per share, with a term of five years. This grant is made under the Plan, which is subject to shareholder approval.

Outstanding Equity Awards at 2008 Fiscal Year-End

The following table summarizes certain information regarding the number and value of all options to purchase our common stock held by the individuals named in the Summary Compensation Table at February 29, 2008. No stock awards or equity incentive plan awards were issued or outstanding during fiscal 2008.

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2008 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

	Option Awards
	Number of Securities Underlying Unexercised Options (#)			Number of Securities Underlying Unexercised Options (#)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)			Option Expiration Date
Name	Exercisable			Un-exercisable
Melvin Gagerman (a)(b)		250,000	(b)		0	(b)		—	$	2.50	(a)		1/31/09	(a)
Melvin Gagerman (c)(d)		350,000	(d)		0	(d)			$	2.50	(c)		1/31/09	(a)
Melvin Gagerman (e)		300,000	(e)		0	(e)			$	2.00			[11/1/11	]
Melvin Gagerman (f)		100,000			0				$	2.00			12/17/12
Arthur J. Schwartz(f)		150,000			0			-	$	2.00			03/01/12
Yedidia Cohen(f)		150,000			—			—	$	2.00			03/01/12

(a) Effective January 31, 2006, Mr. Gagerman was awarded 250,000 Management Warrants by our Board of Directors as authorized under our Chapter 11 Plan of Reorganization. The terms of the Management Warrants provide for an exercise price of $2.00 per share during the first twelve (12) months from the effective date of issuance (January 31, 2006), $2.50 per share from the 13^th to the 24^th months from the effective date of issuance; and $3.00 per share from the 25^th to the 36^th month from the effective date of issuance. However, under the terms of Mr. Gagerman’s employment agreement, subject to shareholder approval of the Plan, the exercise price will be $2.00 per share. The exercise price in the table does not reflect shareholder approval. In fiscal 2008 the term of these options was extended from three years to five years, subject to shareholder approval. The term of the options in the table does not give effect to shareholder approval of the Plan.

(b) The Management Warrants vest over a 36 month period: 1/36^th of the shares of common stock underlying the warrant vest each month after the date of issuance, subject to his continuing to serve as an employee. However, under the terms of Mr. Gagerman’s employment agreement, subject to shareholder approval of the Plan, the warrants were fully vested as of May 1, 2006. The vesting information in the table does not give effect to shareholder approval of the Plan.

(c) Effective January 31, 2006, Mr. Gagerman was awarded 350,000 Director Warrants by our Board of Directors as authorized under our Chapter 11 Plan of Reorganization. The terms of the Director Warrants provide for an exercise price of $2.50 per share. However, under the terms of Mr. Gagerman’s employment agreement, which are subject to shareholder approval under our Bylaws, the exercise price will be $2.00 per share. The exercise price in the table does not give effect to shareholder approval of the Plan. In fiscal 2008 the term of these options was extended from three years to five years, subject to shareholder approval of the Plan.

(d) The Director Warrants vest over a two year period: 25% of the shares of common stock underlying the warrant vest each six months after the effective date of issuance (January 31, 2006). The Warrants were fully vested as of February 29, 2008.

(e) These options were granted pursuant to the Gagerman Agreement entered into effective November 1, 2006. Options vest at the rate of 25,000 per month from the date of grant (November 1, 2006) and are exercisable at a price of $2.00 per share, with a term of three years. In fiscal 2008 the term of these options was extended from three years to five years. This grant is subject to shareholder approval of the Plan.

(f) This grant is subject to approval of the Plan.

Option Exercises and Stock Vesting During 2008

No stock options were exercised during fiscal 2008 by the individuals named in the Summary Compensation Table. No stock awards were issued or outstanding during fiscal 2008.

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Employment Contracts, Termination of Employment Contracts and Change in Control Arrangements

Gagerman Employment Agreement

Effective November 1, 2006, we entered into a written employment agreement with Melvin Gagerman (the “Gagerman Agreement”) regarding the terms and conditions of his employment as CEO. The Gagerman Agreement originally was in effect through February 28, 2010, and is automatically extended by an additional year at the beginning of each fiscal year unless we give prior notice of our intent not to extend the agreement. Accordingly, the Gagerman Agreement is currently in effect until February 28, 2011. The agreement may be terminated before its stated expiration by either of the parties under specified terms and conditions Following are the material terms of the Gagerman Agreement.

Base Salary and Annual Bonus.

Mr. Gagerman is entitled to a base salary of $360,000 per year. The Gagerman Agreement also provides for an annual bonus to be approved by the Board of Directors of up to $100,000 based on objective and subjective milestones and, in the case of the 2007 fiscal year, provided the company has the available cash, and an additional annual bonus at the discretion of the Board of Directors of up to $100,000 for achievements in excess of expected milestones. The initial qualitative milestones and their quantitative relative weight were specified in the Gagerman Agreement for fiscal 2007, fiscal 2008 and fiscal 2009, and relate to achievement of specified business, financial and organizational performance goals. The Company may change both the qualitative goals and relative weight of the goals by giving notice to Mr. Gagerman prior to the fiscal quarter that the change will take effect. In addition, we retain the discretion under the Gagerman Agreement to pay an annual bonus regardless of whether the stated milestones are achieved. Bonuses are payable within 45 days after the end of the applicable fiscal year.

Stock Options

The Gagerman Agreement provides for him to receive options to purchase 300,000 shares of common stock at an exercise price of $2.00 per share, of which 50,000 options are designated for tax purposes as “incentive stock options” and the remaining options are non-qualified options. The Gagerman Agreement originally provided for an option term of three years, which was subsequently extended to five years. The options vest at the rate of 25,000 per month. Unvested options vest if the Gagerman Agreement is terminated by either party under specified circumstances. All of these options vested as of November 2007 and are subject to shareholder approval of the Plan. In addition to the 300,000 options granted under the Gagerman Agreement, Mr. Gagerman has been granted an additional 700,000 options and warrants, described elsewhere in this Report, and remains eligible for future equity compensation awards.

Life Insurance, Dues and Car Allowance

The Gagerman Agreement requires us to pay life insurance premiums on his private life insurance policy, up to $7,500 per year. Mr. Gagerman is also entitled to receive $2,000 per month as an automobile allowance and country club dues, and reimbursement of the country club initiation fee of up to $8,000.

Medical Benefits

In addition to health and dental insurance generally available to all of our employees, Mr. Gagerman is also entitled to receive reimbursement of up to $15,000 per year for all non-covered medical and dental expenses for himself and his spouse, including deductibles and co-payments. His agreement also entitles him to reimbursement for the cost of long term care insurance.

Early Termination of Agreement

The Gagerman Agreement provides that either party may terminate the agreement prior to its stated term upon occurrence of the following events:

· Death or Permanent Disability – The agreement automatically terminates upon Mr. Gagerman’s death or disability (as determined under our Long-Term Disability Plan, which provides for a benefit of 50% of his monthly salary to a maximum of $6,000 per month).

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· By the Company For Cause - We may terminate the agreement for “cause”. The agreement defines “cause” to include:

· a breach by Mr. Gagerman of his obligations not to compete with us during the term of his employment;

· a breach by Mr. Gagerman of his obligation to maintain confidential information

· commission of an act of fraud, embezzlement or dishonesty which is injurious to us;

· intentional misconduct which is detrimental to our business or reputation

· By the Company for Non-Performance – We may terminate the agreement upon 120 days prior notice in the event of “non-performance” by Mr. Gagerman. The agreement defines “non-performance” to mean a determination by not less than 75% of the members of our Board of Directors that Mr. Gagerman is not performing his duties as CEO and the continuation of the non-performance for 15 days after receiving notice of the Board’s determination.

· By The Company Without Cause or Non-Performance – We may terminate the agreement upon not less than 12 months notice, without regard to Mr. Gagerman’s performance.

· By Mr. Gagerman For Cause – Mr. Gagerman may terminate the agreement for “cause” upon not less than 45 days notice. The agreement defines “cause” to include:

·  A change in his job responsibilities resulting from a demotion; and

· His removal as a member of the Board of Directors. 

· By Mr. Gagerman Without Cause– Mr. Gagerman may terminate the agreement upon not less than 120 days notice without regard to whether we are meeting our obligation under the agreement.

· By Mr. Gagerman Upon a Change of Control – Mr. Gagerman may terminate the agreement upon not less than 30 days notice at any time following a “change in control.” The agreement defines change of control to mean:

· The acquisition by a new investor of more than 50% of our common stock, or

·  The change of a majority of our board members either by an individual or by one or more groups acting together.  

Severance Benefits Upon Termination

Base Salary and Bonus. Upon the termination of Mr. Gagerman’s employment as CEO, he is entitled to receive accrued salary, unpaid bonus payments (if any) through the effective date of his termination.

Employee Benefits. All employee benefits, including life insurance premiums and automobile and dues allowances, cease to accrue as of the date of termination.

Stock Options – Upon the termination of Mr. Gagerman’s employment as CEO the portion of the 300,000 options which are vested as of the date of termination remain exercisable in accordance with their terms. The unvested portion of the 300,000 options terminate upon termination of the agreement unless:

· termination is a result of a “change in control”; or

· We terminate the agreement other than for “cause” or “non-performance.”

in which case the unvested options become fully exercisable upon termination. All of these options were fully vested as of November 2007, subject to shareholder approval of the Plan.

Lump Sum Severance Payment - Under the terms of the agreement Mr. Gagerman is entitle to a lump sum severance payment within 45 days of termination equal to the greater of one year’s base salary ($360,000), or the unpaid balance of the base salary which would have been payable if Mr. Gagerman remained employed through the stated term of employment in effect immediately prior to the termination if:

· termination is a result of a “change in control”;

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· Mr. Gagerman terminates the agreement for “cause”; or

· We terminate the agreement other than for “cause” or “non-performance.”

Each of these events is referred to as a “severance payment event.”

Potential Payments to the Named Executive Officers Upon Termination or Change in Control

Other than the benefits provided for in Mr. Gagerman’s written employment agreement, which are described above, none of the named executive officers are entitled to any payments or benefits upon termination, whether by change in control or otherwise, other than benefits available generally to all employees.

Upon the occurrence of a severance payment event for Mr. Gagerman, assuming he were terminated as of February 29, 2008, he would be entitled to a severance payment of $1,080,000, payable within 45 days of the date of his termination.

Mr. Gagerman was the only named executive officer with unvested options or warrants outstanding as of February 29, 2008. The vesting of unvested options is accelerated upon termination of Mr. Gagerman’s employment under the circumstances described above. However, none of Mr. Gagerman’s were exercisable at a price less than the closing price of our common stock as of February 29, 2008.

Director Compensation During Fiscal 2008

The following table summarizes all compensation paid to directors other than named executive officers during fiscal 2008.

2008 DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
Maurice Zeitlin (3)		-		-		13,553		-		-		13,553
Warren Breslow (4)		-		-		13,553		-		-		13,553
Salvador Diaz-Verson, Jr. (5)		-		-		13,553		-		-		13,553

(1) Reflects the amount recognized for financial statement reporting purposes for fiscal year 2008 in accordance with FAS 123(R), assuming no forfeitures.

(2) In fiscal 2008 Messrs. Zeitlin, Breslow and Diaz-Verson were each granted Director Warrants (options) to acquire 25,000 shares, of our common stock at an exercise price of $2.50 per share, respectively, being not less than the fair market value of our common stock on the date of grant, which options vest at a rate of 25% every six months and expire in October 2012. The fair market value of each of these options at the time of grant, computed in accordance with FAS 123(R), was $13,553.

(3) The director had 50,000 options outstanding as of February 29, 2008.

(4) The director had 50,000 options outstanding as of February 29, 2008.

(5) The director had 25,000 options outstanding as of February 29, 2008.

Our Board of Directors may, at its discretion, compensate directors for attending board and committee meetings and reimburse the directors for out-of-pocket expenses incurred in connection with attending such meetings. Our directors are also eligible to receive stock option grants under our 2006 employee stock option plan and Director Warrants authorized under our Chapter 11 Plan of Reorganization.

Compensation Committee Interlocks and Insider Participation

During the 2008 fiscal year our Compensation Committee was comprised of Messrs. Breslow, Diaz-Verson, Jr., Zeitlin and (until his resignation in June 2007) Sheldon Appel. None of the members of the Compensation Committee was an executive officer or employee of the Company. During the 2008 fiscal year, none of our executive officers served on our Compensation Committee.

39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to the extent of our knowledge, certain information regarding our common stock owned as of May 1, 2008 (i) by each person who is known to be the beneficial owner of more than five percent (5%) of our outstanding Common Stock, (ii) by each of our Directors and the named executive officers in the Summary Compensation Table, and (iii) by all Directors and current executive officers as a group:

Beneficial Owner	Number of Shares of Common Stock		Percent of Common Stock (1))
Melvin Gagerman (2)		611,501		1.6	%
Arthur Schwartz (3)		728,659		1.9	%
Maurice Zeitlin (4)		1,116,260		2.8	%
Warren Breslow (5)		1,488,378		3.8	%
Salvador Diaz-Verson, Jr. (6)		115,934		*
Yedidia Cohen (7)		57,962		*
All current executive officers and Directors as a group (six)		4,118,694		10.5	%

* Less than 1% of outstanding shares.

(1) Beneficial ownership is determined in accordance with rules of the U.S. Securities and Exchange Commission. The calculation of the percentage of beneficial ownership is based upon 39,228,226 shares of common stock outstanding on May 15, 2008. In computing the number of shares beneficially owned by any shareholder and the percentage ownership of such shareholder, shares of common stock which may be acquired by a such shareholder upon exercise or conversion of warrants or options which are currently exercisable or exercisable within 60 days of May 1, 2008, are deemed to be exercised and outstanding. Such shares, however, are not deemed outstanding for purposes of computing the beneficial ownership percentage of any other person. Shares issuable upon exercise of warrants and options which are subject to shareholder approval are not deemed outstanding for purposes of determining beneficial ownership. Except as indicated by footnote, to our knowledge, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

(2) Includes 446,639 warrants and options exercisable within 60 days of May 1, 2008.

(3) Includes 157,433 warrants and options exercisable within 60 days of May 1, 2008.

(4) Includes 157,757 warrants and options exercisable within 60 days of May 1, 2008.

(5)  Includes 279,313 warrants and options exercisable within 60 days of May 1, 2008.  

(6) Includes 60,989 warrants and options exercisable within 60 days of May 1, 2008.

(7) Includes 51,327 warrants and options exercisable within 60 days of May 1, 2008.

The mailing address for the officers and directors is c/o Aura Systems, Inc., 2330 Utah Avenue, El Segundo, CA 90245.

Securities Authorized for Issuance Under Equity Compensation Plansas of February 29, 2008

Equity Compensation Plan Information as of February 29, 2008

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of SecuritiesRemaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders (1)		802,778	$	2.15		197,222
Equity compensation plans not approved by security holders (2)		1,491,500		2.26		1,508,500

(1) Reflects warrants for management and directors under our Chapter 11 Bankruptcy Plan of Reorganization, which was approved by our creditors and shareholders and became effective in January 2006. A total of 500,000 warrants to purchase our common stock were reserved for issuance to management from time to time and 500,000 warrants were reserved for issuance to our directors from time to time. 250,000 Management Warrants and 350,000 Director Warrants were issued to Melvin Gagerman under the 2006 Chapter 11 Bankruptcy Plan. The numbers in this table are as of February 29, 2008, and do not give effect to the approval of the 2006 Stock Option Plan. If the 2006 Stock Option Plan is approved at a Meeting of Shareholders, the 600,000 Warrants previously issued to Mr. Gagerman will be automatically converted to options under the 2006 Stock Option Plan. Therefore, upon shareholder approval of the 2006 Stock Option Plan, 202,778 Warrants will remain outstanding with an average exercise price of $2.50, and 797,222 will remain available for future grants. For additional information regarding the terms of Director Warrants and Management Warrants see “2008 Outstanding Equity Awards at Fiscal Year End”, including the notes thereto, in the “Executive Compensation” section elsewhere in this Report

(2) The only equity compensation plan which has not yet been approved by shareholders is the 2006 Stock Option Plan. Information regarding this Plan is contained elsewhere in this Report.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions

Since the beginning of the 2008 fiscal year, Mr. Breslow, a director, has made various temporary advances to the Company totaling $900,000. The highest amount outstanding at any one time was $500,000, and as of February 29, 2008, there is an outstanding balance of $500,000. Mr. Breslow also participated in a private placement with the Company in the amount of $850,000. Interest on the advances was at a rate of 10% per annum and totaled $1,452.05 through January 31, 2008.

Mr. Schwartz, a director and officer, has made various temporary advances to the Company totaling $175,000 during fiscal 2008. The highest amount outstanding at any one time was $100,000, and as of February 29, 2008, there was no outstanding balance. Mr. Schwartz also participated in a private placement with the Company in the amount of $13,000. Interest on the advances was at a rate of 10% per annum and totaled $794.52 through January 31, 2008.

Review and Approval of Related Party Transactions

Our Audit Committee is responsible for the review and approval of all related party transactions required to be disclosed to the public under SEC rules. This procedure, which is contained in the written charter of our Audit Committee, has been established by our Board of Directors in order to serve the interests of our shareholders. Related party transactions are reviewed and approved by the Audit Committee on a case-by-case basis. Under existing, unwritten policy no related party transaction can be approved by the Audit Committee unless it is first determined that the terms of such transaction is on terms no less favorable to us than could be obtained from an unaffiliated third party on an arms-length basis and is otherwise in our best interest.

40

Director Independence

Our Board is comprised of a majority of independent directors under the rules of the SEC and the listing standards of NASDAQ. Our independent directors are Messrs. Zeitlin, Breslow, and Diaz-Verson. Richard Armbrust, a director in fiscal 2007 until resigning in May, 2006, was an independent director and was a member of the Audit Committee, Nominating Committee and Compensation Committee. Sheldon Appel served as a director in fiscal 2007 and resigned in June, 2007. Mr. Appel was an independent director and served on the Audit Committee, Nominating Committee and Compensation Committee Our Board has determined that each member of the Audit Committee, Compensation Committee and Nominating Committee is independent under such rules and standards. Messrs. Gagerman and Schwartz are not independent directors under applicable SEC rules.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND DISCLOSURES

The Audit Committee regularly reviews and determines whether specific non-audit projects or expenditures with our independent auditors potentially affect their independence. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent auditors. Pre-approval is generally provided by the Audit Committee for up to one year, as detailed as to the particular service or category of services to be rendered, as is generally subject to a specific budget. The Audit Committee may also pre-approve additional services of specific engagements on a case-by-case basis.

The following table sets forth the aggregate fees billed to us by Kabani & Co. for the year ended February 28, 2008 and 2007:

	Year Ended February 28,
	2008		2007
Audit Fees(1)	$	110,500	$	82,500
Audit-related fees(2)		-		-
Tax fees(3)		-		-
All other fees(4)		-		-
Total	$	110,500	$	82,500

(1)	Included fees for professional services rendered for the audit of our annual financial statements and review of our annual report on Form 10-K and for reviews of the financial statements included in our quarterly reports on Form 10-Q for the first three quarters of the years ended February 28, 2008 and 2007.
(2)	Includes fees for professional services rendered in connection with our evaluation of internal controls.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. During fiscal 2007 and 2008 all services provided by Kabani and Company were pre-approved by the Audit Committee in accordance with this policy.

41

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Form 10-K:

1.      Financial Statements

See Index to Consolidated Financial Statements at page F-1

2.      Financial Statement Schedules

See Index to Consolidated Financial Statements at page F-1

3.      Exhibits

See Exhibit Index

42

INDEX TO EXHIBITS

Description of Documents

[
2.1	First Amended Plan of Reorganization of Aura Systems, Inc.(2)
3.1	Amended and Restated Certificate of Incorporation of Aura Systems, Inc.. (1)
3.2	Amended and Restated Bylaws of Aura Systems, Inc. as amended to date. (1)
10.1	Form of Unsecured Creditor Warrants issued under First Amended Plan of Reorganization of the Company. (3)
10.2	Form of Management Warrants issued under First Amended Plan of Reorganization of Aura Systems, Inc.(3)
10.3	Form of Director Warrants issued under First Amended Plan of Reorganization of t Aura Systems, Inc. (3)
10.4	Aura Systems, Inc. 2006 Stock Option Plan. (3)
10.5	Form of Aura Systems, Inc. Non-Statutory Stock Option Agreement. (3)
10.6	Employment Agreement dated January 4, 2007, by and between the Company and Melvin Gagerman. (3)
10.7	Full Release dated as of January 31, 2006, by Aura Systems, Inc. for the benefit of Koyah Leverage Partners, L.P., Koyah Partners, L.P. Koyah Ventures LLC, Raven Partners, L.P., Koyah Microcap Partners Master Fund, L.P. and James M. Simmons. (3)
10.8	Consolidated, Amended and Restated Security Agreement dated as of January 31, 2006, by Aura Systems, Inc. for the benefit of Koyah Leverage Partners, L.P., Koyah Partners, L.P. Koyah Ventures LLC, Raven Partners, L.P., and Koyah Microcap Partners Master Fund, L.P. (3)
10.9	Consolidated, Amended and Restated Stock Pledge Agreement dated as of January 31, 2006, by Aura Systems, Inc. for the benefit of Koyah Leverage Partners, L.P., Koyah Partners, L.P. Koyah Ventures LLC, Raven Partners, L.P., and Koyah Microcap Partners Master Fund, L.P. (3)
10.10	Amended and Restated Intercreditor Agreement dated as of January 31, 2006, by and among Aura Systems, Inc., Koyah Leverage Partners, L.P., Koyah Partners, L.P. Koyah Ventures LLC, Raven Partners, L.P., and Koyah Microcap Partners Master Fund, L.P. (3)
10.11	Amended and Restated Promissory Note dated January 31, 2006, by Aura Systems, Inc. in favor of Raven Partners, L.P. (3)
10.12	Amended and Restated Promissory Note dated January 31, 2006, by Aura Systems, Inc. in favor of Koyah Ventures, LLC (3)
10.13	Consolidated, Amended and Restated Promissory Note dated January 31, 2006, by Aura Systems, Inc. in favor of Koyah Partners, L.P. (3)
10.14	Consolidated, Amended and Restated Promissory Note dated January 31, 2006, by Aura Systems, Inc. in favor of Koyah Microcap Partners Master Fund, L.P. (3)
10.15	Consolidated, Amended and Restated Promissory Note dated January 31, 2006, by Aura Systems, Inc. in favor of Koyah Leverage Partners, L.P. (3)
10.16	Lease between Aura Systems Inc., and Alliance Commercial Partners (3)
10.17	Lease between Aura Systems Inc., and Derek Lidow as Trustee for the Lidow Family Trust and Alexander Lidow (3)
10.18	Form of 7% Convertible Subordinated Debenture
10.19	Asset Purchase Agreement by and among Aura Systems, Inc. and Emerald Commercial Leasing, Inc.
10.20	Mutual Agreement Ending AuraGen Distributorship Exclusivity between Emerald Commercial Leasing, Inc. and Aura Systems Inc.
10.21	Employment Agreement Dated May 15, 2008, by and between Joseph Dickman and the Company.
14.1	Code of Ethics (3)
31.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to 18 U.S.C. Section 1350
(1)	Incorporated by reference from the Company's Report on Amendment to Form 8-A filed with the SEC on January 31, 2006.
(2)	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2006.
(3)	Incorporated by reference from the Company’s Report on Form 10-K filed with the SEC for the year ended February 28, 2005.

43

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AURA SYSTEMS, INC.
	Dated: June 13, 2008
		By:	/s/ Melvin Gagerman
			Melvin Gagerman
			Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Melvin Gagerman Melvin Gagerman	Chief Executive Officer, Acting Chief Financial Officer Director and Chairman of the Board (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)	June 13, 2008
/s/ Arthur Schwartz	Director	June 13, 2008
Arthur Schwartz
	Director	June 13, 2008
/s/ Maurice Zeitlin
Maurice Zeitlin
	Director	June 13, 2008
/s/ Warren Breslow
Warren Breslow
	Director	June 13 , 2008
/s/Salvador Diaz-Verson, Jr.
Salvador Diaz-Verson, Jr.
	Director	June 13, 2008

44

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements of Aura Systems, Inc. and Subsidiaries:
Consolidated Balance Sheets - February 29, 2008 and February 28, 2007	F-2
Consolidated Statements of Operations - Years ended February 29, 2008, February 28, 2007 and February 28, 2006	F-3
Consolidated Statements of Stockholders' Equity (Deficit) - Years ended February 29, 2008, February 28, 2007 and February 28, 2006	F-4
Consolidated Statements of Cash Flows - Years ended February 29, 2008, February 28, 2007 and February 28, 2006	F-5 to F-6
Notes to Consolidated Financial Statements	F-7 to F-21
Consolidated Financial Statement Schedule II: Valuation and Qualifying Accounts	F-22

Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the respective consolidated financial statements or notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Aura Systems, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Aura Systems, Inc. (a Delaware corporation) and subsidiaries as of February 29, 2008 and February 28, 2007, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the three years in the period ended February 29, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aura Systems, Inc. and subsidiaries as of February 29, 2008 and February 28, 2007, and the results of their operations and their cash flows for each of the three years in the period ended February 29, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  During the years ended February 29, 2008 and February 28, 2007, the Company incurred losses of $8,960,486 and $6,168,447, respectively and had negative cash flows from operating activities of $7,334,594 and $3,233,516, respectively during the years ended February 29, 2008 and February 28, 2007. The Company had an accumulated deficit of $354,121,403 as of February 29, 2008. These factors, among others, as discussed in Note 10 to the consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 10. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kabani & Company, Inc.

Certified Public Accountants

Los Angeles, California

May 21 , 2008

F-1

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	February 29, 2008			February 28, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	37,532		$	1,051,259
Accounts receivable, net of allowance for doubtful accounts of $99,300 and $164,241		787,054			249,984
Current inventories		1,500,000			750,000
Other current assets		266,184			243,854
Total current assets		2,590,770			2,295,097
Property, plant, and equipment, net		193,905			58,517
Non-current inventories net of allowance for obsolete inventories of $2,724,399 and $3,268,374		2,473,952			3,195,523
Total assets	$	5,258,627		$	5,549,137
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	708,359		$	216,225
Current portion of notes payable		824,358			611,411
Notes payable- related party		509,863			-
Accrued expenses		529,876			470,092
Deferred income		-			164,625
Total current liabilities		2,542,456			1,462,353
Notes payable, net of current portion		1,889,777			1,983,118
Total liabilities		4,462,233			3,445,471
Commitments and contingencies
Stockholders' equity :
Common stock, $0.0001par value, 50,000,000 shares authorized, 37,783,539 and 28,695,638 issued and outstanding at February 29, 2008 and February 28, 2007		3,778			2,870
Additional paid-in capital		355,618,690			347,261,713
Subscription receivable		(704,671	)		-
Accumulated deficit		(354,121,403	)		(345,160,917	)
Total stockholders' equity		796,394			2,103,666
Total liabilities and stockholders' equity	$	5,258,627		$	5,549,137

The accompanying notes are an integral part of these financial statements

F-2

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended February 29, 2008, February 28, 2007, and February 28, 2006

	2008			2007			2006
Net revenues	$	2,849,331		$	1,624,074		$	1,756,105
Cost of goods sold		1,746,361			745,060			614,327
Inventory write down		52,675			419,765			439,188
Gross profit		1,050,295			459,249			702,590
Operating expenses
Engineering, research and development		1,541,617			1,048,529			1,483,247
Selling, general, and administrative		8,246,812			5,200,393			5,867,388
Legal settlements		-			-			267,726
Total operating expenses		9,788,429			6,248,922			7,618,361
Loss from operations		(8,738,134	)		(5,789,673	)		(6,915,771	)
Other income (expense):
Gain on disposition of assets		1,500			7,750			2,446,798
Interest expense, net		(168,607	)		(392,977	)		(6,602,020	)
Loss on settlement of debt		(84,425	)		-			-
Other income (expense), net		28,640			6,453			(50,000	)
Change in derivative liability		-			-			16,254,502
Bankruptcy settlements		-			-			1,730,979
Total other income (expense)		(222,352	)		(378,774	)		13,780,259
Net Income (Loss)	$	(8,960,486	)	$	(6,168,447	)	$	6,864,488
Basic and diluted loss per share	$	(0.28	)	$	(0.25	)	$	2.24
*Weighted-average shares outstanding		32,252,902			25,114,154			3,063,216

* Basic and diluted weighted average no. of shares outstanding are equivalent because the effect of dilutive securities is anti-dilutive

The accompanying notes are an integral part of these financial statements

F-3

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock Shares			Preferred Stock Amount			Common Stock Shares			Common Stock Amount			Committed Common Stock			Additional Paid-In Capital			Subscription Receivable			Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance, February 28, 2005		2,562,383		$	12,813			1,300,172		$	130		$	3,102,958		$	318,857,824					$	(345,856,958	)	$	(23,883,233	)
Series B issued in private placements		26,963			123			-			-			-			123,338						-			123,461
Cancel preferred stock		(2,589,346	)		(12,936	)		-			-			-			(13,903,525	)					-			(13,916,461	)
Cancel common stock		-			-			(1,300,172	)		(130	)		(3,102,958	)		(305,077,637	)					-			(308,180,725	)
Stock issued for cancelled common stock		-			-			1,300,172			130			-			308,180,595						-			308,180,725
Stock issued for cancelled preferred stock		-			-			3,319,403			332			-			13,916,129						-			13,916,461
Stock issued for additional claims		-			-			254,127			25			-			856,324						-			856,349
Stock issued in exchange for secured debt		-			-			1,134,000			113			-			2,899,887						-			2,900,000
Stock issued for new money contribution		-			-			3,349,500			335			-			2,952,665						-			2,953,000
Stock issued for DIP financing		-			-			6,065,699			607			-			4,063,411						-			4,064,018
Stock issued for administrative claims		-			-			2,766,786			277			-			(277	)					-			-
Penalty shares issued on new money contribution		-			-			837,375			84			-			(84	)					-			-
Stock issued for unsecured debt		-			-			4,611,247			461			-			8,125,478						-			8,125,939
Stock issued for legal settlements		-			-			644,401			64			-			1,135,501						-			1,135,565
Issuance of warrants		-			-			-			-			-			943,396						-			943,396
Net Income		-			-			-			-			-			-						6,864,488			6,864,488
Balance, February 28, 2006		-			-			24,282,710		$	2,428			-		$	343,073,025					$	(338,992,470	)	$	4,082,983
Common stock issued in private placements		-			-			4,412,928			442			-			3,964,714						-			3,965,156
Issuance of warrants		-			-			-			-			-			223,974						-			223,974
Net Loss		-			-			-			-			-			-						(6,168,447	)		(6,168,447	)
Balance, February 28, 2007		-			-			28,695,638		$	2,870			-		$	347,261,713					$	(345,160,917	)	$	2,103,666
Common stock issued in private placements, net		-			-			6,891,791			689			-			6,432,400			(704,671	)		-			5,728,418
Stock issued for settlement of secured debt		-			-			183,533			18			-			267,939						-			267,957
Penalty shares issued		-			-			2,012,577			201			-			(201	)					-			-
Employee options expense		-			-			-			-			-			1,656,838						-			1,656,838
Net Loss		-			-			-			-			-			-						(8,960,486	)		(8,960,486	)
Balance, February 29, 2008		-			-			37,783,539		$	3,778			-		$	355,618,690			(704,671	)	$	(354,121,403	)	$	796,394

The accompanying notes are an integral part of these financial statements

F-4

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended February 29, 2008, February 28, 2007 and February 28, 2006

	2008			2007			2006
Cash flows from operating activities:
Net income (loss)	$	(8,960,486	)	$	(6,168,447	)	$	6,864,488
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		35,462			30,948			65,091
Gain on disposition of assets		(1,500	)		(7,750	)		(2,446,798	)
Bad debt expense		-			2,646			88,682
Change in reserve for inventory obsolescence		52,675			419,765			439,188
Gain on extinguishment of debt		-			-			(1,730,979	)
Change in derivative liability		-			-			(16,254,502	)
Beneficial conversion feature on convertible debt		-			-			3,801,457
Operating expense charged for warrants issued		-			223,974			943,396
Operating expense charged for employee stock options issued		1,656,838			-			-
Loss on debt settlement		84,425			-			-
Operating expenses satisfied with note payable		-			167,346			-
Operating expenses satisfied with stock		-			-			300,000
(Increase) decrease in:
Accounts receivable		(537,070	)		(164,822	)		460,946
Inventories		(81,104	)		214,576			302,760
Other current assets		(22,330	)		2,480,700			626,467
Increase (decrease) in:
Accounts payable and accrued expenses		603,121			(432,452	)		1,974,022
Deferred income		(164,625	)		-			-
Net cash used in operating activities		(7,334,594	)		(3,233,516	)		(4,565,782	)
Cash flows from investing activities:
Purchase of property, plant, and equipment		(170,850	)		(62,796	)		-
Proceeds from disposal of property, plant, and equipment		1,500			7,750			-
Net cash used in investing activities		(169,350	)		(55,046	)		-

F-5

AURA SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2008			2007			2006
Cash flows from financing activities:
Proceeds from notes payable		704,000			-			-
Proceeds from related party loans payables		500,000			--			-
Payments on notes payable		(442,201	)		(97,817	)		(103,727	)
Net proceeds from issuance of preferred stock		-			-			123,461
Net proceeds from issuance of common stock		5,728,418			3,965,156			4,957,154
Net cash provided by financing activities		6,490,217			3,867,339			4,976,888
Net increase (decrease) in cash and cash equivalents		(1,013,727	)		578,777			411,106
Cash and cash equivalents, beginning of year		1,051,259			472,482			61,376
Cash and cash equivalents, end of year	$	37,532		$	1,051,259		$	472,482
Supplemental disclosures of cash flow information:
Interest paid	$	132,375		$	46,045		$	550,255
Income taxes paid	$	-		$	-		$	-

Supplemental schedule of non-cash financing and investing activities:

During the year ended February 29, 2008, $183,533 of notes payable was converted into 183,533 shares of common stock.

During the year ended February 28, 2007 $167,346 of accrued and unpaid interest was added to the principal amount of notes payable.

During the year ended February 28, 2006, we:

- issued 1,134,000 shares of common stock upon conversion of $2,900,000 of secured debt

- issued 2,766,786 shares of common stock for administrative claims arising out of the bankruptcy filing

- issued 837,375 shares of common stock as penalty shares for failure to timely file a registration statement

- issued 4,611,247 shares of common stock in satisfaction of $8,125,939 of unsecured debt

- issued 644,401 shares of common stock as legal settlements

The accompanying notes are an integral part of these financial statements

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND OPERATIONS

General

Aura Systems, Inc., ("Aura" or the "Company") a Delaware corporation, was founded to engage in the development, commercialization, and sales of products, systems, and components, using its patented and proprietary electromagnetic and electro-optical technology. Aura develops and sells AuraGen^® mobile induction power systems to the industrial, commercial, and defense mobile power generation markets. In addition, we hold patents for other technologies that have not been commercially exploited.

Chapter 11 reorganization

On June 24, 2005 we filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code, in the United States Bankruptcy Court, Central District of California, (Case Number LA 05-24550-SB). We secured a Debtor in Possession (“DIP”) loan from Blue Collar Films LLC (“BCF”) for one million dollars and secured an additional $1.2 million DIP loan from AGP Lender LLC. In addition a group of individual investors provided an additional $1.16 million in DIP financing. We submitted a reorganization plan that was approved by the court and voted and approved by the DIP lenders, the secured creditors, the unsecured creditors, the shareholders and the new money investors. Under the reorganization plan (i) the secured creditor retained $2.5 million in a secured note payable over 48 months at 7% annual interest with the first payment starting 12 months after the reorganization, (ii) the Series B Preferred Stock holders received new common shares calculated by dividing the total cash invested in the Series B Placement by $3.37, (iii) the Series A Preferred Stock holders converted their 1.8 Series A Preferred Stock for one new common share, (iv) the common shareholders converted 338 of their shares for one new share, and (v) the DIP loans converted their loans into approximately 6.07 million new shares of common stock, and (vi) all the unsecured creditors received new shares of common stock valued at one share per $1.75 in claim. An additional 5.89 million shares of common stock were issued for the new money and reorganization related fees.254,127 additional shares were issued to shareholders to settle their claims in excess of the bankruptcy court approval.

All of the outstanding litigation and disputes were settled during the bankruptcy. The real estate was sold to an unrelated third party in December 2005 for gross proceeds of $8,750,000. After satisfaction of the mortgage liabilities and payment of the costs of the sale, approximately $2.9 million was due us. From this amount, $1.9 million was paid to the minority shareholder, approximately $470,000 was used to satisfy outstanding legal bills, and the balance of $595,000 was received by the Company in March of 2006. All disputes regarding the real estate were settled.

We emerged from Chapter 11 proceedings effective January 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Aura and our subsidiary, Aura Realty, Inc. Investments in affiliated companies are accounted for by the equity or cost method, as appropriate. Significant inter-company amounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

F-7

We recognize revenue for product sales upon shipment and when title is transferred to the customer. When Aura performs the installation of the product, revenue and cost of sales are recognized when the installation is complete. We have in the past earned a portion of our revenues from license fees and recorded those fees as income when we fulfilled our obligations under the particular agreement.

Comprehensive Income

We utilize Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. Comprehensive income is not presented in our financial statements since we did not have any of the items of comprehensive income in any period presented.

Cash and Cash Equivalents

Cash and equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. We maintain cash deposits at multiple banks located in California. Deposits at each bank are insured by the Federal Deposit Insurance Corporation up to $100,000. We have not experienced any losses in such accounts and believe we are not exposed to any significant risk on cash and cash equivalents.

Accounts Receivable

Accounts receivable consist primarily of amounts due from customers. We have provided for an allowance for doubtful accounts, which we believe to be sufficient to account for all uncollectible amounts.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Due to continuing lower than projected sales, we are holding inventories in excess of what we expect to sell in the next fiscal year. As of February 29, 2008 and February 28, 2007, $2,473,952, and $3,195,523, respectively, of inventories have been classified as long-term assets. (See Note 3.)

Property, Plant, and Equipment

Property, plant, and equipment, including leasehold improvements, are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows:

Buildings	40 years
Machinery and equipment	5 to 10 years
Furniture and fixtures	7 years

Improvements to leased property are amortized over the lesser of the life of the lease or the life of the improvements. Amortization expense on assets acquired under capital leases is included with depreciation and amortization expense on owned assets.

Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.

F-8

Long-Term Investments

We account for all investments where we hold less than a 20% voting interest, cannot exercise significant influence, and where the fair market value of those securities is not readily determinable under the cost basis. Investments in voting interests between 20% and 50% where we can exercise significant influence are accounted for under the equity method of accounting, and investments greater than 50% are generally consolidated for the purposes of financial reporting. As we do not hold a sufficient interest in our investments to exercise significant influence and the fair market value of the investments are not readily determinable, long-term investments have been accounted for under the cost method. A decline in the value of any investment below cost that is deemed other than temporary is charged to earnings.

Patents and Trademarks

We capitalize the cost of obtaining or acquiring patents and trademarks. Amortization of patent and trademark costs is provided for by the straight-line method over the shorter of the legal or estimated economic life.

Valuation of Long-Lived Assets

We review long-lived assets and identifiable intangibles in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," on at least an annual basis or whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current implicit value accounting method specified in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation. We have elected to use the implicit value based method and to disclose the pro forma effect of using the fair value based method to account for its stock-based compensation.

If we had elected to recognize compensation expense based upon the fair value at the grant date for awards under this plan consistent with the methodology prescribed by SFAS No. 123, our net loss and loss per share would be reduced to the pro forma amounts indicated below for the year ended February 28, 2006:

	2006
Net income (loss), as reported	$	6,864,488
Intrinsic value expense		-
Stock-based employee compensation expense determined under fair value presentation for all options		-
Pro forma net income (loss)	$	6,864,488
Basic income (loss) per common share:
As reported	$	2.24
Pro forma	$	2.24

During the year ended February 29, 2008, the Company granted 1,491,500 options to purchase our stock at prices of $2.00 and $3.00. The options granted are subject to shareholder approval of the 2006 Stock Option Plan that was adopted by the Company’s Board of Directors in September, 2006. There were no options granted during the years ended February 28, 2006 and 2007.

F-9

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which do not have vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivable, and notes receivable, long-term investments, accounts payable, and accrued expenses. The carrying amounts of these instruments approximate their fair value due to their short maturities.

Advertising Expense

Advertising costs are charged to expense as incurred and were immaterial for the years ended February 29, 2008, February 28, 2007 and February 28, 2006.

Research and Development

Research and development costs are expensed as incurred. These costs include the expenses incurred in the development of the 200amp ECU, the Tamgen (dual generator), and the eight inch generator.

Income Taxes

We utilize SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

We have significant income tax net operating losses; however, due to the uncertainty of the realizability of the related deferred tax asset, a reserve equal to the amount of deferred income taxes has been established at February 29, 2008 and February 28, 2007.

Loss per Share

The consolidated net loss per common share is based on the weighted-average number of common shares outstanding during the year.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-10

Major Customers

During the year ended February 29, 2008, we conducted business with three major customers whose net sales comprised 42% of net sales. As of February 29, 2008, three customers accounted for 30% of net accounts receivable. During the year ended February 28, 2007, we conducted business with two customers whose net sales comprised 24% of net sales. As of February 28, 2007, two customers accounted for 39% of net accounts receivable.

Recently Issued Accounting Pronouncements

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

a. A brief description of the provisions of this Statement

b. The date that adoption is required

c. The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009. Management is currently evaluating the effect of this pronouncement on financial statements.

F-11

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company’s fiscal year beginning October 1, 2009. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its consolidated financial statements, the Company will be required to expense costs related to any acquisitions after September 30, 2009.

In March 2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. . It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Management is currently evaluating the effect of this pronouncement on financial statements.

In May of 2008, FSAB issued SFASB No.162, The Hierarchy of Generally Accepted Accounting Principles. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The company does not believe this pronouncement will impact its financial statements.

In May of 2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The company does not believe this pronouncement will impact its financial statements.

NOTE 3 - INVENTORIES

Inventories at February 29, 2008 and February 28, 2007 consisted of the following:

	2008			2007
Raw materials	$	2,915,168		$	2,939,395
Finished goods		3,783,183			4,274,502
		6,698,351			7,213,897
Reserve for potential product obsolescence		(2,566,487	)		(2,848,609	)
		4,131,864			4,365,288
Non-current portion		(2,473,952	)		(3,195,523	)
Discount on long term inventory		(157,912	)		(419,765	)
Current portion	$	1,500,000		$	750,000

F-12

Inventories consist primarily of components and completed units for the Company’s AuraGen^® product.

Early in its AuraGen^® program, we determined it was most cost-effective to outsource production of components and subassemblies to volume-oriented manufacturers, rather than produce these parts in house. As a result of this decision, and based on then anticipated sales, we purchased, prior to fiscal 2001, a substantial inventory of components at volume prices, most of which was then assembled into finished AuraGen^® units. Since sales did not meet such expectations, we have been selling product from this inventory for several years. Management has analyzed its inventories based on its current business plan, current orders for future delivery, and pending proposals with prospective customers and has determined we do not expect to realize all of its inventories within the next year. The net inventories as of February 29, 2008 and February 28, 2007, which are not expected to be realized within a 12-month period have been reclassified as long term.

We assessed the net realizability of these assets, and the potential obsolescence of inventory. In accordance with this assessment, management has recorded a reserve of $2,566,487 and $2,848,609 at February 29, 2008 and February 28, 2007, respectively. Management has recorded a discount on long term inventory of $157,912 and $419,765 at February 29, 2008 and February 28, 2007, respectively.

NOTE 4 - PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment at February 29, 2008 and February 28, 2007 consists of the following:

	2008		2007
Machinery and equipment	$	1,055,845	$	903,017
Furniture and fixtures		1,411,283		1,399,636
		2,467,128		2,302,653
Less accumulated depreciation and amortization		2,273,223		2,244,136
Property, plant and equipment, net	$	193,905	$	58,517

Depreciation and amortization expense was $35,462, $30,948, and $65,091 for the years ended February 29, 2008, February 28, 2007 and February 28, 2006, respectively.

In December 2005, our majority owned subsidiary, Aura Realty, sold the buildings we operate in to an unrelated third party for gross proceeds of $8,750,000. After satisfaction of the mortgage liabilities and payment of the costs of the sale, approximately $2.9 million was due us. From this amount, $1.9 million was paid to the minority shareholder, approximately $470,000 was used to satisfy outstanding legal bills, and the balance of $595,000 was received by the Company in March of 2006. We then entered into a lease arrangement with the purchasers to lease one of the properties for a period of two years beginning January 1, 2006.

NOTE 5 - NOTES PAYABLE

Notes payable at February 29, 2008 and February 28, 2007 consisted of the following:

	2008		2007
Notes payable (a)	$	2,003,249	$	2,594,529
Convertible note payable (b)		710,886		-
		2,714,135		2,594,529
Less current portion		824,358		611,411
Long-term portion	$	1,889,777	$	1,983,118

(a) Represents notes payable dated January 31, 2006, bearing interest at a rate of 7% per annum and secured by our intellectual property. The notes carry a term of five years with interest accruing the first twelve months, principal and interest payments beginning the thirteenth month, and continuing through month sixty. During the year ended February 29, 2008 and February 28, 2007, $34,454 and $167,346 accrued and unpaid interest was added to the principal balance of the notes. Interest expense for the year ended February 29, 2008 and February 28, 2008 are $ 157,024 and $ 160,749 respectively. During the year ended February 29, 2008, the Company issued 183,533 shares for the settlement of $183,533 of the secured note payable. These shares were valued at the fair market value of $267,957 and a loss on settlement of debt of $84,425 was recorded in the accompanying financials. Subsequent to year end, 430,329 warrants held by the note-holders were converted into common stock in lieu of payments on the notes.

(b) Consists of convertible notes payable bearing interest at a rate of 7% due in 2013. The notes are convertible into our common stock at a price of $3.00 per share. During the year ended February 29, 2008, $6,886 accrued and unpaid interest was added to the principal balance of the notes.

F-13

Future maturities of notes payable at February 29, 2008 are as follows:

Year Ending February 28,
2009	$	824,358
2010		611,233
2011		574,544
2012		-
2013		704,000
Total	$	2,714,135

Note 6 - NOTES PAYABLE - RELATED PARTY

Consists of a note payable to a member of our Board of Directors, payable on demand, bearing interest at a rate of 10% per annum. During the year ended February 29, 2008, $9,863 accrued and unpaid interest was added to the principal balance of the notes.

NOTE 7 - ACCRUED EXPENSES

Accrued expenses at February 29, 2008 and February 28, 2007 consisted of the following:

	2008		2007
Accrued payroll and related expenses	$	461,515	$	324,636
Other		68,361		145,456
Total	$	529,876	$	470,092

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Leases

In February 2008, we entered into a lease for a new facility of approximately 25,500 square feet, near our current facility. The lease is for a term of five years, commencing May 1, 2008, and carries a base rent of $28,019 per month. We anticipate moving to this facility in the second quarter of fiscal 2009, when the build-out of the new facility is completed. Until such time we are on a month to month lease in our current facility. Rent expense charged to operations amounted to $300,629, $268,380, and $858,368 for the years ended February 29, 2008, February 28, 2007 and February 28, 2006, respectively.

F-14

Litigation

Barovich/Chiau et. al. v. Aura Systems, Inc. et. al. (Case No. CV -95-3295)

As previously reported in our fiscal 2000 report on Form 10-K, we settled shareholder litigation in the referenced matter in January 1999. On November 20, 1999, the parties entered into an Amended Stipulation of Settlement, requiring that we make payment of $2,260,000 (plus interest) in thirty-six equal monthly installments of $70,350. On October 22, 2002, after we had failed to make certain monthly payments, Plaintiffs applied for and obtained a judgment against us for $935,350, representing the balance due. We have subsequently made only two monthly payments of $70,350 each, reducing the amount owed to $794,650 (plus interest) as of February 28, 2005. Subsequent to year end, the bankruptcy court (see footnote 18) approved the settlement of this claim in the amount of approximately $820,000 as an unsecured claim, to be satisfied by the issuance of approximately 465,000 shares of common stock in the recapitalized company. Plaintiffs appealed the settlement claiming they are a secured creditor entitled to full payment in cash over a period of five years. The appellate court upheld the settlement provisions, and Plaintiffs have appealed this decision. The appeal is pending.

NOTE 9 - STOCKHOLDERS' EQUITY

Preferred Stock

During the year ended February 28, 2006, we issued 26,963 shares of Series B Preferred Stock for consideration of $123,461.

As part of the reorganization plan, all Series A and Series B Preferred Stock was converted into common stock of the reorganized company, effective February 28, 2006.

Common Stock

At February 29, 2008, February 28, 2007 and 2006, we had 50,000,000 shares of $0.0001 par value common stock authorized for issuance. During the years ended February 29, 2008 and February 28, 2007, we issued 9,087,901 and 4,412,928 shares of common stock, respectively.

In the year ended February 29, 2008, we issued 6,891,791 shares of common stock for cash proceeds of $6,433,088; we issued 2,012,577 shares of common stock as penalty shares for failure to timely file a registration statement, and we issued 183,533 shares of common stock in satisfaction of $183,533 of secured notes payable. The shares issued were valued at the fair market value of $267,958 and a loss on settlement of debt of $84,425 was recorded in the accompanying financials.

In the year ended February 28, 2007, we issued 4,412,928 shares of common stock for net proceeds of $3,965,156.

In the year ended February 28, 2006, we issued 24,282,710 shares of common stock as follows:

- 1,134,000 shares upon conversion of $2,900,000 of secured debt

- 2,766,786 shares for administrative claims arising out of the bankruptcy filing

- 837,375 shares as penalty shares for failure to timely file a registration statement

- 4,611,247 shares in satisfaction of $8,125,939 of unsecured debt

- 1,300,172 shares in exchange for the old common stock

- 3,319,403 shares for cancelled preferred stock

- 254,127 additional shares to settle claims in excess of the bankruptcy approval

- 644,401 issued for legal settlements

- 6,065,699 shares for DIP financing

- 3,349,500 shares for new money contribution

F-15

Director Stock Options

We had granted nonqualified stock options to certain directors. Options were granted at fair market value at the date of grant, vested immediately, and were exercisable at any time within a 10-year period from the date of grant. These options were cancelled as part of the Reorganization Plan as of February 28, 2006.

Employee Stock Options

The 1989 Stock Option Plan has granted the maximum allowable number of options authorized. In March 2000, our Board of Directors adopted the 2000 Stock Option Plan, a non-qualified plan which was subsequently approved by the stockholders. The 2000 Stock Option Plan authorized the grant of options to purchase up to 10% of our outstanding common shares.

Options issued to employees and employee directors were issued with an exercise price equal to the fair market value of our common stock and the value of options, as determined by the Black-Scholes model, of consultant options was not material.

As part of the reorganization plan, all outstanding employee options in both plans were cancelled.

In September, 2006, our Board of Directors adopted the 2006 Employee Stock Option Plan, subject to shareholder approval. Activity in this plan is as follows:

	2006 Plan
	Weighted-Average Exercise Price		Aggregate Intrinsic Value	Number of Options
Outstanding, February 28, 2007		-			-
Issued	$	2.00-3.00			1,491,500
Cancelled		-			-
Outstanding, February 29, 2008	$	2.00-3.00			1,491,500

The exercise prices for the options outstanding at February 29, 2008, and information relating to these options is as follows:

Options Outstanding

Exercisable Options

Range of Exercise Price

Number

Weighted Average Remaining Life

Weighted Average Exercise Price

Weighted Average Remaining Life

Number

Weighted Average Exercise Price

$2.00-$3.00

1,491,500

5 years

$

2.26

5 years

9,50,000

$

2.00

F-16

Warrants

Activity in issued and outstanding warrants is as follows:

	Number of Shares			Exercise Prices
Outstanding, February 28, 2005		574,684		$	6.76-858.52
Cancelled		(574,684	)	$	6.76-858.52
Issued		5,022,948		$	2.00-3.00
Outstanding, February 28, 2006		5,022,948		$	3.50
Issued		1,155,589		$	2.00-3.00
Outstanding, February 28, 2007		6,178,537		$	2.00-3.50
Issued		801,642		$	2.50-3.00
Exercised		-			-
Outstanding, February 29, 2008		6,980,179		$	2.00-4.00

As part of the reorganization plan, all warrants outstanding as of January 31, 2006 were cancelled.

During the year ended February 29, 2008, we issued 776,642 warrants at an exercise price of $3.00 and 25,000 warrants to one of the Board members at an exercise price of $2.50. The company issued 90,000 warrants as rewards for consulting services. The grant date fair value of the warrants amounted to $82,974 which was calculated using the Black-Scholes option pricing model with the following assumptions: risk-free rate of return of 4%, volatility of 94%, and dividend yield of 0% and expected life of five years.

During the year ended February 28, 2007, we issued 1,155,589 warrants with exercise prices ranging from $2.00 to $3.00, and vesting periods of three to five years.

During the year ended February 28, 2006, we issued 5,022,945 warrants with a grant date of January 31, 2006, as part of the reorganization plan. The warrants are exercisable for a period of five years from the date of grant and are exercisable at a price of $3.00 the first twelve months, $3.50 the second twelve months, and $4.00 thereafter.

The exercise prices for the warrants outstanding at February 29, 2008, and information relating to these warrants is as follows:

Range of Exercise Prices	Stock Warrants Outstanding		Stock Warrants Exercisable		Weighted-Average Remaining Contractual Life		Weighted-Average Exercise Price of Warrants Outstanding		Weighted-Average Exercise Price of Warrants Exercisable		Intrinsic Value
$2.00-$3.00		1,879,419		1,658,586		29 months	$	2.44	$	2.49	$	0.00
$3.50		805,589		805,589		47 months	$	3.50	$	3.50	$	0.00
$4.00		4,295,171		4,295,171		36 months	$	4.00	$	4.00	$	0.00

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the years ended February 29, 2008 and February 28, 2007, the Company incurred losses of $8,960,486 and $6,168,447, respectively and had negative cash flows from operating activities of $7,334,594 and $3,233,516, respectively during the years ended February 29, 2008 and February 28, 2007. The Company had an accumulated deficit of $354,121,403 as of February 29, 2008. Also, the Company was unable to pay the secured note installments.

F-17

If the Company is unable to generate profits and unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability.

Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. During the year ended February 29, 2008, the Company completed a private placement wherein it raised $6,433,088 to be used to fund the Company’s working capital needs. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company’s equity instruments will be sufficient to meet its capital needs.

The management plans to increase the business operations and debt financing.

NOTE 11- INCOME TAXES

The Company did not record any income tax expense due to net loss during the years ended February 29, 2008 and February 28, 2007 and February 28, 2006. The actual tax benefit differs from the expected tax benefit computed by applying the United States corporate tax rate of 40% to loss before income taxes as follows for the years ended February 29, 2008 and February 28, 2007 and February 28, 2006:

				For the year ended
		February 29, 2008		February 28, 2007		February 28, 2006
Current:	$		$		$
Federal		-		-		-
State		800		800		800
Total		800		800		800
Deferred
Federal		-		-		-
State		-		-		-
Total		-		-		-
Total Income Tax Provision	$	800	$	800	$	800

The provision for income tax is included with other expense in the accompanying consolidated financial statements.

	2008			2007			2006
Expected tax benefit		34.0	%		34.0	%		34.0	%
State income taxes, net of federal benefit		6.0			6.0			6.0
Changes in valuation allowance		(40.0	)		(40.0	)		(40.0	)
Total		-	%		-	%		-	%

F-18

The following table summarizes the significant components of our deferred tax asset at February 29, 2008 and February 28, 2007:

	2008			2007
Deferred tax asset
Deferred tax carry-forward	$	121,373,000		$	119,900,000
Valuation allowance		(121,373,000	)		(119,900,000	)
Net deferred tax asset	$	-		$	-

We recorded an allowance of 100% for its net operating loss carry-forward due to the uncertainty of its realization.

Provision for income taxes has not been provided in these financial statements due to the net loss. At February 29, 2008, we had operating loss carry-forwards of approximately $303,432,550, which expire through 2023.

NOTE 12 - EMPLOYEE BENEFIT PLANS

We sponsor two employee benefit plans: The Employee Stock Ownership Plan (the “ESOP”) and a 401(k) plan.

The ESOP is a qualified discretionary employee stock ownership plan that covers substantially all employees. We did not make any contributions to the ESOP during the years ended February 29, 2008, February 28, 2007 and February 28, 2006.

We sponsor a voluntary, defined contribution 401(k) plan. The plan provides for salary reduction contributions by employees and matching contributions by us of 20% of the first 7% of the employees’ pre-tax contributions. The matching contributions included in selling, general, and administrative expenses were $18,197, $8,196 and $10,552 for the years ended February 29, 2008, February 28, 2007 and February 28, 2006, respectively.

NOTE 13 - SEGMENT INFORMATION

We are a United States based company providing advanced technology products to various industries. The principal markets for our products are North America, Europe, and Asia. All of our operating long-lived assets are located in the United States. We operate in one segment.

Total net revenues from customer geographical segments are as follows for the years ended February 29, 2008 and February 28, 2007 and February 28, 2006:

	2008		2007		2006
United States	$	2,310,747	$	1,416,145	$	1,583,509
Canada		155,344		198,737		105,243
Europe		8,020		4,948		7,246
Asia		341,286		4,244		60,107
Africa		33,934		-		-
Total	$	2,849,331	$	1,624,074	$	1,756,105

F-19

NOTE 14 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following tables list our quarterly financial information for the years ended February 29, 2008, February 28, 2007 and February 28, 2006:

2008
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net revenues	$	663,918		$	382,845		$	861,821		$	940,747		$	2,849,331
Gross profit	$	216,592		$	102,605		$	140,343		$	590,755		$	1,050,295
Loss from operations	$	(1,355,188	)	$	(1,978,030	)	$	(1,993,184	)	$	(3,411,732	)	$	(8,738,134	)
Net loss	$	(1,363,628	)	$	(2,017,740	)	$	(2,032,177	)	$	(3,546,941	)	$	(8,960,486	)
Basic and diluted loss per share	$	(0.05	)	$	(0.06	)	$	(0.06	)	$	(0.11	)	$	(0.28	)

2007
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net revenues	$	244,462		$	591,898		$	354,109		$	433,605		$	1,624,074
Gross profit	$	13,306		$	400,010		$	145,098		$	(99,165	)	$	459,249
Loss from operations	$	(1,434,293	)	$	(1,347,389	)	$	(1,443,631	)	$	(1,564,360	)	$	(5,789,673	)
Net loss	$	(1,455,780	)	$	(1,377,724	)	$	(1,652,910	)	$	(1,682,033	)	$	(6,168,447	)
Basic and diluted loss per share	$	(0.06	)	$	(0.06	)	$	(0.06	)	$	(0.07	)	$	(0.25	)

2006
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total Year
Net revenues	$	530,703		$	274,007		$	574,231		$	377,164		$	1,756,105
Gross profit	$	335,651		$	171,949		$	395,431		$	(200,441	)	$	702,590
Loss from operations	$	(1,249,927	)	$	(1,237,150	)	$	(1,143,838	)	$	(3,284,856	)	$	(6,915,771	)
Net income (loss)	$	(5,262,942	)	$	18,445,502		$	(1,418,084	)	$	(4,751,380	)	$	6,864,488
Basic and diluted income (loss) per share	$	(4.06	)	$	13.52		$	(1.09	)	$	(6.13	)	$	2.24

F-20

NOTE 15 - SUBSEQUENT EVENTS

Subsequent to year end, the Company entered into an agreement with Emerald Commercial Leasing, Inc., whereby the Company will acquire the transport refrigeration assets of Emerald, valued at approximately $385,000. The Company will also be hiring some of the employees of Emerald, and has entered into an employment agreement with its President, Mr. Joseph Dickman, effective August 1, 2008. The Company is also negotiating to purchase the service and installation facilities of Emerald, which comprises approximately 6 acres of land, including a service facility.

In March of 2008, the Company’s Board of Directors authorized the modification of the terms of the warrants that had been issued to creditors and investors as a result of the Company’s bankruptcy filing. The revised terms allow the warrant holders to immediately exercise their warrants at a price of $1.00 per share, reduce the exercise price to $2.00 per share while modifying the expiration date to January 31, 2009, or continue to hold the warrants with no change in the terms.

SUPPLEMENTAL INFORMATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Aura Systems, Inc. and subsidiaries

Our audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The consolidated supplemental schedule II is presented for purposes of complying with the Securities and Exchange Commission's rules and is not a part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.

/s/ Kabani & Company, Inc.

Certified Public Accountants

Los Angeles, California

May 21, 2008

F-21

VALUATION AND QUALIFYING ACCOUNTS - SCHEDULE II

	Balance, Beginning of Year		Additions charged to Operations		Deductions from Reserve		Balance, End of Year
Reserve for doubtful accounts
February 29, 2008	$	164,241	$	-	$	64,941	$	99,300
February 28, 2007	$	164,241	$	-	$	-	$	164,241
February 28, 2006	$	2,220,474	$	-	$	2,056,233	$	164,241
Reserve for obsolete inventories (see Note 3)
February 29, 2008	$	3,268,374	$	52,675	$	596,650	$	2,724,399
February 28, 2007	$	2,967,751	$	300,623	$	-	$	3,268,374
February 28, 2006	$	4,038,047	$	-	$	1,070,296	$	2,967,751

F-22

EX-10.18

Exhibit 10.18

THIS DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS DEBENTURE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS DEBENTURE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS DEBENTURE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AURA SYSTEMS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

$[__________]

NO. [___]

DATE OF ISSUANCE:January ___, 2008

AURA SYSTEMS, INC.

7% Convertible Subordinated Debenture

AURA SYSTEMS, INC., a Delaware corporation (together with its successors, the “Corporation”), for value received hereby promises to pay to:

[__________________________]

(the “Holder”), the principal sum of [___________________] Dollars ($[________]) (“Total Principal Amount”), on January ___, 2013 (the “Maturity Date”) and to pay interest at such times and on such terms and conditions as specified herein.

This 7% Convertible Subordinated Debenture (this “Convertible Debenture”) is one of a duly authorized issuance of $3,000,000.00 aggregate principal amount of Convertible Subordinated Debentures of the Corporation (the “Series”). Any payment of principal on this Convertible Debenture shall be made pro rata with all principal payments made on the other Convertible Subordinated Debentures issued in the Series.

1.CERTAIN DEFINITIONS.

In addition to the defined terms included elsewhere herein, the following terms as used herein shall have the following meanings:

“Affiliate” means, with respect to any Holder, any person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Holder including without limitation any member, manager, partner, director or senior executive officer of any such person or Affiliate thereof. As used in this definition, the terms "control," "controlled by" and "under common control with" shall be mean the power, directly or indirectly, to vote more than fifty percent (50%) of the securities having voting power for the election of directors of such person or to direct or cause the direction of the management and policies of such person, whether by voting power, contract or otherwise.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 1 

“Change of Control” means when any person or group of persons (within the meaning of Sections 13 and 14 of the Securities and Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”) relating to such Sections) shall have acquired after the date hereof beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated by the Commission pursuant to the Exchange Act) of 50.1% or more of the outstanding shares of Common Stock of the Corporation after the date hereof.

“Common Stock” means the common stock of the Corporation, par value $0.0001 per share.

“Family Member” means any parent, spouse, lineal descendent or adopted child of a Holder.

“Permitted Transfer” means a transfer by the Holder of no less than all such Holder’s right, title and interest in this Convertible Debenture to any of the following: (i) any wholly-owned subsidiary or Affiliate of such Holder; (ii) any partnership of which such Holder or any Family Member or Affiliate of such Holder is a general partner and, together with such Holder’s Family Members or Affiliates, holds in excess of fifty percent (50%) of the economic interest of the partnership; (iii) any Family Member of such Holder; (iv) any trust of which there is, while the obligations of this Convertible Debenture remain outstanding, no beneficiary other than a person or entity described in subsections (i) through (iii) above; or (v) an executor or administrator of a Holder’s estate upon his or her death or, in the event of a Holder that is a decedent’s estate, any testamentary trusts created under the will of the decedent.

“Sale Event” means one of the following: (i) the occurrence of a Change of Control of the Corporation; (ii) a transfer of all or substantially all of the assets of the Corporation to any person or entity in a single transaction or series of related transactions; or (iii) a consolidation or merger of the Corporation with or into another person or entity in which the Corporation is not the surviving entity or survives solely as a wholly-owned subsidiary of another entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Corporation and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock).

2.INTEREST AND PRINCIPAL.

2.1.Interest Rate, Payment of Interest and Calculation. The Corporation promises to pay interest in cash on the Total Principal Amount of this Convertible Debenture outstanding from time to time at the rate of seven percent (7%) per annum (the “Interest Rate”) or, if less, the maximum rate permitted by applicable law. Past due amounts (including interest, to the extent permitted by law) will accrue interest at the Interest Rate plus two percent (2%) per annum or, if less, the maximum rate permitted by applicable law, and will be payable on demand. Interest on this Convertible Debenture will be calculated on the basis of a 360-day year of twelve 30 day months. The Corporation will pay interest in cash (a) quarterly in arrears, on the last day of each fiscal quarter of each year (each, an “Interest Payment Date”) until the Maturity Date, commencing on May 31, 2008 (unless such day is not a business day, in which event, on the next succeeding business day) (the “First Interest Payment Date”), (b) the Maturity Date, (c) each Conversion Date (as hereafter defined), and (d) the date the principal amount of this Convertible Debenture shall be declared to be or shall automatically become due and payable, on the principal sum hereof outstanding, from the most recent Interest Payment Date to which interest has been paid on this Convertible Debenture, or if no interest has been paid on this Convertible Debenture, from the date of this Convertible Debenture, until payment in full of the principal sum hereof has been made.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 2 

2.2.Payment of Principal. If not sooner paid in accordance with the provisions of this Convertible Debenture, the Corporation shall repay the remaining unpaid principal balance of this Convertible Debenture on the Maturity Date.

2.3.Method of Payment. The Corporation will pay in cash all sums becoming due on this Convertible Debenture for principal, interest or otherwise by check or wire transfer to the Holder of this Convertible Debenture in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts at the address specified for such purpose below the Holder’s name above, or by such other method or at such other address as such Holder shall have from time to time specified to the Corporation in writing for such purpose, without the presentation or surrender of this Convertible Debenture.

3.REGISTRATION.

3.1.Record Ownership. The Corporation shall maintain a register of the Holder of this Convertible Debenture (the “Register”) showing its name and address and the serial number and principal amount of Convertible Debenture issued to or transferred of record by it pursuant to Section 3.2 hereof. The Register may be maintained in electronic, magnetic or other computerized form. The Corporation may treat the person named as the Holder in the Register as the sole owner of this Convertible Debenture.

3.2.Registration of Permitted Transfer. Except for Permitted Transfers, the Holder may not transfer or otherwise assign this Convertible Debenture, in whole or in part, and no transfer of this Convertible Debenture other than a Permitted Transfer may be registered on the Register. Permitted Transfers shall be registered when this Convertible Debenture is (a) presented to the Corporation with a request to register the Permitted Transfer hereof, (b) the Convertible Debenture is accompanied by a written instrument of transfer in form reasonably satisfactory to the Corporation, duly executed by the Holder thereof or his or its attorney duly authorized in writing, and reasonable assurances are given that the endorsements are genuine and effective, (c) the Corporation has received any and all accompanying documents that it may reasonably request, including but not limited to representations regarding the investor suitability of the proposed transferee, and (d) the Corporation has received evidence reasonably satisfactory to it that such Permitted Transfer is rightful and in compliance with this Convertible Debenture and all applicable laws, including state and Federal securities laws. When this Convertible Debenture is presented for such transfer and duly transferred hereunder, it shall be canceled and a new Convertible Debenture showing the name of the transferee as the record holder thereof shall be issued in lieu hereof.

3.3.Worn and Lost Securities.If this Convertible Debenture becomes worn, defaced or mutilated, but is still substantially intact and recognizable, the Corporation or its agent may issue a new Convertible Debenture in lieu hereof upon its surrender bearing a number not contemporaneously outstanding. Where the Holder claims that the Convertible Debenture has been lost, destroyed or wrongfully taken, the Corporation shall issue a new Convertible Debenture in place of the original Convertible Debenture bearing a number not contemporaneously outstanding if the Holder so requests by written notice to the Corporation actually received by the Corporation before it is notified that the Convertible Debenture has been acquired by a bona fide purchaser and the Holder has delivered to the Corporation an indemnity bond in such amount and issued by such surety as the Corporation deems reasonably satisfactory, together with an affidavit of the Holder setting forth the facts concerning such loss, destruction or wrongful taking, and such other information in such form with such proof or verification as the Corporation may reasonably request.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 3 

4.CONVERSION.

4.1.Conversion at the Option of the Holder. Subject to Section 4.5 and the provisions for Mandatory Conversion set forth therein, at the option of the Holder and at any time or from time to time, all (but not less than all) of the outstanding principal balance of this Convertible Debenture may be converted into that certain number of fully paid and nonassessable shares of Common Stock as is determined under Section 4.2 below (the “Conversion Shares”).

4.2.Conversion Price. Subject to the adjustments set forth in Section 4.4, this Convertible Debenture may be converted into that number of shares of Common Stock equal to the Total Principal Amount of this Convertible Debenture outstanding on the Conversion Date (as defined below) divided by $3.00 (the “Conversion Price”).

4.3.Conversion Procedures.

(a)The conversion of this Convertible Debenture (the “Conversion”) will be deemed to have been effected as of the close of business on the date on which the Holder delivers a notice of conversion, in the form attached hereto as Exhibit A (including via telecopy), to the Corporation of the Conversion of this Convertible Debenture (the “Conversion Date”). Within five (5) business days of the Conversion Date, the Holder shall surrender this Convertible Debenture at the principal office of the Corporation. On the Conversion Date, the rights of the Holder of this Convertible Debenture will cease and the person or persons in whose name or names any certificate or certificates for Conversion Shares are to be issued upon such Conversion will be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

(b)As soon as possible after a Conversion has been effected (but in any event within ten (10) business days), the Corporation will deliver to the converting Holder a certificate or certificates representing the number of shares of Common Stock issuable by reason of the Conversion, pursuant to Section 4.1. To the extent necessary, fractional shares of Common Stock will be issued upon Conversion.

(c)The issuance of certificates for shares of Common Stock upon a Conversion of this Convertible Debenture will be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such Conversion and the related issuance of shares of Common Stock. Upon Conversion of this Convertible Debenture, the Corporation will take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such Conversion will be validly issued, fully paid and nonassessable.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 4 

(d)All accrued unpaid interest on this Convertible Debenture shall be payable upon Conversion in cash.

4.4.Adjustments.The Conversion Price shall be subject to adjustment from time to time as follows:

(a)Share Reorganization. If and whenever the Corporation shall:

(i)subdivide the outstanding shares of Common Stock into a greater number of shares;

(ii)consolidate the outstanding shares of Common Stock into a smaller number of shares;

(iii)issue Common Stock or securities convertible into or exchangeable for shares of Common Stock (without the payment of additional consideration therefor) as a stock dividend to all or substantially all the holders of Common Stock; or

(iv)make a distribution on the outstanding Common Stock to all or substantially all the holders of Common Stock payable in Common Stock or securities convertible into or exchangeable for Common Stock (without the payment of additional consideration therefor);

(any of such events being herein called a “Share Reorganization”), then in each such case the Conversion Price shall be adjusted, effective immediately after the record date at which the holders of Common Stock are determined for the purposes of the Share Reorganization or, if no record date is fixed, the effective date of the Share Reorganization, by multiplying the applicable Conversion Price in effect on such record or effective date, as the case may be, by a fraction of which:

(I)the numerator shall be the number of shares of Common Stock outstanding after giving effect to such Share Reorganization, including, in the case of a distribution of securities convertible into or exchangeable for shares of Common Stock, the number of shares of Common Stock that would have been outstanding if such securities had been converted into or exchanged for Common Stock on such record or effective date; and

(II)the denominator shall be the number of shares of Common Stock outstanding on such record or effective date (without giving effect to the transaction).

(v)Capital Reorganization. If and whenever there shall occur a reclassification or redesignation of the shares of Common Stock or any change of the shares of Common Stock into other shares, other than in a Share Reorganization (any such event being herein called a “Capital Reorganization”), then in each such case, the Holder who exercises the right to convert this Convertible Debenture after the effective date of such Capital Reorganization shall be entitled to receive and shall accept, upon the exercise of such right, in lieu of the number of shares of Common Stock to which such Holder was theretofore entitled upon the exercise of the conversion privilege, the aggregate number of shares or other securities or property of the Corporation or of the entity resulting from such Capital Reorganization that such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, such Holder had been the holder of the number of shares of Common Stock to which such Holder was theretofore entitled upon conversion of this Convertible Debenture; provided, however, that no such Capital Reorganization shall be consummated unless all necessary steps shall have been taken so that such Holder shall thereafter be entitled to receive such number of shares or other securities of the Corporation or of the entity resulting from such Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained above.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 5 

(b)Adjustment Rules. The following rules and procedures shall be applicable to adjustments made in this Article 4:

(i)no adjustment in the Conversion Price shall be required unless such adjustment would result in a change of at least one percent (1%) in the Conversion Price then in effect; provided, however, that any adjustments which, but for the provisions of this clause would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;

(ii)if any event occurs of the type contemplated by the adjustment provisions of this Article 4 but not expressly provided for by such provisions, the Corporation will give notice of such event as provided herein, and the Corporation’s Board of Directors will make an appropriate adjustment in the Conversion Price so that the rights of the Holder shall not be diminished by such event; and

(iii)if a dispute shall at any time arise with respect to any adjustment of the Conversion Price, such dispute shall be conclusively determined by the auditors of the Corporation or, if they are unable or unwilling to act, by a firm of independent certified public accountants selected by the Board of Directors of the Corporation and any such determination shall be binding upon the Corporation and the Holder.

(c)Certificate as to Adjustment. The Corporation shall from time to time promptly after the occurrence of any event that requires an adjustment in the Conversion Price deliver to the Holder a certificate specifying the nature of the event requiring the adjustment, the amount of the adjustment necessitated thereby, the Conversion Price after giving effect to such adjustment and setting forth, in reasonable detail, the method of calculation and the facts upon which such calculation is based.

(d)Notice to Holders. If the Corporation shall fix a record date for:

CONVERTIBLE SUBORDINATED DEBENTURE - Page 6 

(i)any Share Reorganization (other than the subdivision of outstanding Common Stock into a greater number of shares or the consolidation of outstanding Common Stock into a smaller number of shares), or

(ii)any Capital Reorganization (other than a reclassification or redesignation of the Common Stock into other shares), or

(iii)any Sale Event; then

the Corporation shall, not less than ten (10) days prior to such record date or, if no record date is fixed, prior to the effective date of such event, give to the Holder notice of the particulars of the proposed event or the extent that such particulars have been determined at the time of giving the notice.

4.5.Mandatory Conversion.

(a)In the event that the Closing Price (as hereinafter defined) per share of the Common Stock of the Corporation is equal to or greater than two (2) times the Conversion Price (as may be adjusted from time to time as set forth in Section 4.4 above) per share for fifteen (15) consecutive Trading Days (as hereinafter defined), then the outstanding principal balance of this Convertible Debenture shall be automatically converted into Conversion Shares at the Conversion Price as set forth in Section 4.2, all without any further action by the Holder, and whether or not the Holder surrenders this Convertible Debenture to the Corporation (any such event being herein called a “Mandatory Conversion”). “Closing Price” means the last reported sale price regular way or, in case no such reported sale takes place on such Trading Day, the average of the last closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the closing sale price for such day reported by Nasdaq, if the Common Stock is traded over-the-counter and quoted in the National Market System or in the “pink sheets” distributed by the National Quotation Service of the National Quotation Bureau, Inc., or if the Common Stock is so traded, but not so quoted, the average of the closing reported bid and asked prices of the Common Stock as reported by Nasdaq or any comparable system, or, if the Common Stock is not listed on Nasdaq or any comparable system, the average of the closing bid and asked prices as furnished by two members of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors for that purpose. If the Common Stock is not publicly traded or is not traded in such manner that the quotations referred to above are available for the period required hereunder, Closing Price per share of Common Stock shall be deemed to be the fair value per share of Common Stock as determined in good faith by a majority of the Corporation’s Board of Directors, and if such directors are unable to reach a decision on the Closing Price, the Closing Price shall be determined by a nationally recognized investment banking firm, accounting firm or valuation firm mutually acceptable to a majority of the Board of Directors and the holders of a majority of the then outstanding shares of Common Stock. “Trading Day” means at any time a day on which the principal securities market for the Common Stock is open for general trading of securities.

(b)The conversion procedures as set forth above in Section 4.3 shall be followed in connection with any Mandatory Conversion pursuant to this Section 4.5.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 7 

4.6.Option of Holder Upon Sale Event. Holder shall have the option, within [five (5)] days of Holder’s receipt of notice of a Sale Event as provided in Section 4.4(e) above, upon written notice to the Corporation in the form attached hereto as Exhibit A, to convert the Total Principal Amount of this Convertible Debenture into the number of Conversion Shares as is determined under Section 4.2, in accordance with the conversion procedures set forth in Section 4.3. If Holder does not deliver such notice of conversion within such five (5) day period and in accordance with the terms hereof, Holder the Corporation shall, without any further action by the Holder, promptly pay Holder in full the amount of the outstanding balance of the Convertible De benture, including accrued but unpaid interest, out of the proceeds of the Sale Event.

5.EVENTS OF DEFAULT.

5.1.Events of Default. If one or more of the following described events (each an “Event of Default”) shall occur:

(a)The Corporation shall default in the payment of principal on this Convertible Debenture or on any other Convertible Subordinated Debenture included in the Series; or

(b)The Corporation shall default in the payment of interest on this Convertible Debenture, or any other Convertible Subordinated Debenture included in the Series, when and as due, which is not cured within ten (10) business days of the date such sum is due and owing; or

(c)The Corporation shall fail to perform or observe any other term, provision, condition, agreement or obligation of the Corporation under this, or any other Convertible Subordinated Debenture issued in the Series, and such failure shall continue uncured for a period of ten (10) business days after notice from the Holder of such failure; or

(d)The Corporation shall (i) admit in writing its inability to pay its debts as they mature, (ii) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (iii) apply for or consent to the appointment of a trustee, liquidator or receiver for it or for a substantial part of its property or business; or

(e)A trustee, liquidator or receiver shall be appointed for the Corporation or for a substantial part of its property or business without its consent and shall not be discharged within ninety (90) days after such appointment; or

(f)Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Corporation and shall not be dismissed within ninety (90) days thereafter; or

(g)Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Corporation and, if instituted against the Corporation, shall not be dismissed, stayed or bonded within ninety (90) days after such institution or the Corporation shall in any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceedings;

CONVERTIBLE SUBORDINATED DEBENTURE - Page 8 

then, or at any time thereafter, and in each such case, unless such Event of Default shall have been waived in writing by the Holder of this Convertible Debenture (which waiver shall not be deemed to be a waiver for any subsequent default), at the option of the Holder and in such Holder’s sole discretion, Holder may declare the outstanding principal balance of, and accrued but unpaid interest on, this Convertible Debenture to be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived, anything herein or in any note or other instruments to the contrary notwithstanding, and may immediately, and without expiration of any period of grace, enforce any and all of such Holder’s rights and remedies provided herein or any other rights or remedies afforded by law. The separate occurrence of any of the events described above shall be deemed a separate Event of Default for all purposes.

5.2.Powers and Remedies Cumulative.No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Every power and remedy given by this Convertible Debenture or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.

5.3.Subordination. Payment of this Convertible Debenture shall be subordinate and junior in right of payment to certain senior indebtedness of the Corporation to the extent and in the manner set forth in this Section 5.3.

(a)Subordination of Convertible Debenture to Qualified Senior Obligations.

(i)The Subordinated Obligations (as defined below) are hereby expressly made subordinate and junior in right of payment to the prior payment and satisfaction in full of all Qualified Senior Obligations (as defined below) unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not senior in right of payment to this Convertible Debenture. Such subordination is for the benefit of and may, together with the provisions of this Section 5.3, be enforced by the holders of the Qualified Senior Obligations against the Corporation and the holder of this Convertible Debenture. The Qualified Senior Obligations shall continue to constitute Qualified Senior Obligations for all purposes hereof notwithstanding the fact that such Qualified Senior Obligations or any claim in respect thereof shall be disallowed, avoided or subordinated pursuant to bankruptcy law or any other applicable law or equitable principles as a claim for unmatured interest, a fraudulent transfer or conveyance, a preference or otherwise.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 9 

(ii)As used herein “Qualified Senior Obligations” shall mean any future payment obligations of the Corporation (or any of its successors or assigns) under, in respect of, or relating to, any document relating to the incurrence of debt, however created, or any other indebtedness in respect of borrowed money or evidenced by bonds, notes, debentures, guarantees or similar instruments or letters of credit (or reimbursement agreements in respect thereof), whether direct or indirect, joint or several, absolute or contingent, due or to become due, and whether in respect of or relating to principal, interest (including, without limitation, any interest accruing after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Corporation at the rate specified in the applicable agreement, whether or not such interest is allowed in such proceeding), fees, premiums, charges, expenses, reimbursements, indemnities, damages or any other obligations or liabilities under, in respect of or related to any such agreement in an amount of at least $10,000,000 and which is wholly or partially secured by the assets of the Corporation.

(iii)As used herein, “Subordinated Obligations” shall mean all payment obligations of the Corporation, its successors or assigns, however created, whether direct or indirect, as obligor or guarantor, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising and whether in respect of or relating to principal, interest (including, without limitation, deferred interest), fees, premiums, charges, expenses, reimbursements, indemnities, damages under, in respect of or related to this Convertible Debenture.

(b)Option of Holder to be Prepaid. In the event the Corporation becomes obligated under a Qualified Senior Obligation after the date hereof (such event referred to hereinafter as a “Qualified Senior Financing”), the Holder shall have the option (i) to be prepaid in full in the amount of the outstanding balance, including accrued but unpaid interest, of this Convertible Debenture out of the proceeds of the Qualified Senior Financing or (ii) to continue to hold this Convertible Debenture under the terms and conditions contained herein, including but not limited to the subordination provisions of this Section 5.3. In addition, if the Holder opts to continue to hold this Convertible Debenture, the Holder agrees to execute any additional subordination documents or agreements as required by the lender(s) of the Qualified Senior Financing.

(c)Subordination upon Bankruptcy or Insolvency. In the event of (i) any insolvency or bankruptcy case or proceeding under the Bankruptcy Code, 11 U.S.C. 101 et seq., as amended, or any receivership, liquidation, reorganization or other similar case or proceeding against the Corporation or any of its assets, (ii) any liquidation, dissolution or other winding up of the Corporation, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (iii) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Corporation, then and in any such event:

(i)the holders of the Qualified Senior Obligations shall be entitled to receive indefeasible payment and satisfaction in full of all amounts due or to become due on or in respect of all Qualified Senior Obligations, before the Holder is entitled to receive any payment on account of this Convertible Debenture; and

(ii)any payment or distribution of any kind or character, whether in cash, property or securities, by set-off or otherwise, to which the Holder would be entitled but for the provisions of this Section 5.3, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment under this Convertible Debenture, shall be paid or delivered by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of the Qualified Senior Obligations or any agent for such holders to the extent necessary to make payment in full of all Qualified Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of the Qualified Senior Obligations.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 10 

The Corporation shall give prompt notice to the Holder of the occurrence of any of the events referred to in this subsection 5.3(c).

(d)Subordination upon Default on Qualified Senior Obligations. In the event that any Event of Default (as such term is defined in any credit agreement governing the Qualified Senior Obligations) in the payment of principal of or premium or interest on any Qualified Senior Obligations shall have occurred and be continuing (a “Senior Default”), then, no payment shall be made by the Corporation on account of this Convertible Debenture from the date of the occurrence of such Senior Default until the date, if any, on which the Qualified Senior Obligations to which such Senior Default relates shall have ceased to exist or such Senior Default is cured or waived in writing by the holder(s) of such Qualified Senior Obligations.

Until all Qualified Senior Obligations shall have been indefeasibly paid and satisfied in full, upon the occurrence of a Senior Default and during the continuation thereof, (i) the Corporation shall not, directly or indirectly, make any payment or prepayment on account of, or assign or transfer or grant a security interest with respect to, any part of its properties, assets, capital stock or rights (collectively, “Assets”) for or in respect of, or acquire, Subordinated Obligations and (ii) the holders of indebtedness under this Convertible Debenture shall not (A) demand, accelerate the maturity of, sue for or accept, take or receive from the Corporation (or from any other person) any payment, assignment, transfer, grant or acquisition described in the preceding clause (i) (including, without limitation, taking any action to cause the rescission of this Convertible Debenture or any other security issued in connection with the Subordinated Obligations) or to otherwise enforce its rights in respect of the Subordinated Obligations, (B) cancel, set off or otherwise discharge any part of the Subordinated Obligations in partial or complete satisfaction of any obligations of any nature whatsoever owing to the Corporation by the Holder of this Convertible Debenture; or (C) commence or join with any other creditor of the Corporation in the commencement of any proceeding against the Corporation under any bankruptcy, reorganization, readjustment or arrangement of debt, receivership, liquidation, insolvency, fraudulent conveyance or other similar law.

The provisions of this subsection (d) shall not apply to any payment with respect to which subsection (b) would be applicable.

(e)Payments Held in Trust. In the event that the Holder shall receive any payment or distribution of any kind or character with respect to the Subordinated Obligations, whether in cash, property or securities, at a time when such payment or distribution is prohibited by subsections (c) or (d) above, and before all Qualified Senior Obligations have been paid and satisfied in full, then and in such event, such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of, and shall be immediately paid over or delivered forthwith to, the holders of the Qualified Senior Obligations or any agent for such holders for application to the payment of all Qualified Senior Obligations remaining unpaid until all such Qualified Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Qualified Senior Obligations, it being understood that nothing contained herein shall affect the conversion rights of the Holder of this Convertible Debenture.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 11 

(f)Holder’s Rights and Remedies. Nothing contained in this Section 5.3 shall, at any time except during the pendency of any case or proceeding of the Corporation referred to in subsection 5.3(c) or under the conditions described in subsection 5.3(d), affect the obligation of the Corporation to make or prevent the Corporation from making payments at any time of principal of or interest or premium, if any, on this Convertible Debenture or any fees or other amounts payable by the Corporation under this Convertible Debenture, or prevent the Holder from exercising all of its conversion rights and all remedies otherwise permitted by this Convertible Debenture or applicable law upon default under this Convertible Debenture, subject to the rights, if any, under this Section 5.3 of the holders of the Qualified Senior Obligations.

(g)Subrogation to Rights of Holders of the Qualified Senior Obligations. Subject to the payment in full of all Qualified Senior Obligations, the Holder shall be subrogated to the rights of the holders of the Qualified Senior Obligations to receive payments and distributions of cash, property and securities applicable to the Qualified Senior Obligations until the principal of and interest and premium, if any, on this Convertible Debenture and any fees or other amounts payable by the Corporation under this Convertible Debenture shall have been paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Qualified Senior Obligations of any cash, property or securities to which the Holder would have been entitled but for the provisions of this Section 5.3, and no payments over pursuant to the provisions of this Section 5.3 to the holders of the Qualified Senior Obligations by the Holder, shall, as among the Corporation, the Holder and the Corporation’s creditors other than the holders of the Qualified Senior Obligations, be deemed to be a payment or distribution by the Corporation to or on account of the Qualified Senior Obligations.

(h)Continuing Nature of the Subordination. This Section 5.3 is irrevocable except under written agreement of the parties and shall continue until the Qualified Senior Obligations have been paid and satisfied in full or are otherwise discharged and released by the holders of Qualified Senior Obligations, and the Holder shall not be released from any duty, obligation or liability hereunder so long as there is any claim of the holders of Qualified Senior Obligations against the Corporation arising out of any agreement which relates to an obligation that has not been performed, settled, discharged or satisfied in full. The Holder shall not be released nor shall the Holder’s obligations hereunder be in any way diminished by (i) any extension of time for payment or performance of the Qualified Senior Obligations, (ii) any action taken under any agreement by or on behalf of the holders of Qualified Senior Obligations in the exercise of any right thereby conferred, (iii) any delay, failure or omission on the part of the holders of Qualified Senior Obligations to enforce any such right, (iv) any amendment to any terms of any agreement relating to any Qualified Senior Obligation, whether relating to any extension of time for payment or performance, or increasing amounts to be borrowed or otherwise, (v) any release, exchange, sale or surrender of collateral or guarantees relating to any Qualified Senior Obligation, or (vi) any settlement or compromise relating to any Qualified Senior Obligation.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 12 

(i)The Corporation shall not give, and no holder of Subordinated Obligations shall demand, accept or receive, any collateral security, direct or indirect, for any Subordinated Obligations.

(j)If any Qualified Senior Obligations shall have become or been declared to be immediately due and payable, the Subordinated Obligations shall become immediately due and payable, notwithstanding any inconsistent terms thereof.

(k)For the purposes of this Section 5.3, no Qualified Senior Obligations shall be deemed to have been paid in full unless the holder thereof shall have received and have been permitted to retain cash equal to the amount thereof then outstanding and such Qualified Senior Obligations shall have been fully discharged.

(l)The Corporation and the Holder, for themselves and their successors and assigns as holders of Subordinated Obligations, covenant to execute and deliver to holders of Qualified Senior Obligations such further instruments and to take such further action as the holders of Qualified Senior Obligations may at any time or times reasonably request in order to carry out the provisions and intent of this Section.

5.4.Modification of Convertible Debenture. This Convertible Debenture may be modified with the written consent of the holders of not less than 80% of the total Conversion Shares issued and issuable upon conversion of all of the Convertible Subordinated Debentures of the Series outstanding on the date such consent is requested. With respect to any such modification, the Corporation shall be entitled to rely (without inquiry) upon any representation by Holder as to the existence of such consent, with Holder’s execution of any modification agreement being conclusive evidence of such consent.

5.5.Notices. Any notice or communication to the Corporation shall be duly given if in writing and delivered via hand delivery or regular mail to the following address:

Aura Systems, Inc.

2330 Utah Avenue

El Segundo, California 90245

5.6.Successors. All agreements of the Corporation in this Convertible Debenture shall bind its successors.

5.7.Severability. In case any provision in this Convertible Debenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Holder shall have no claim therefor against any party hereto.

5.8.Miscellaneous. This Convertible Debenture shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of said State. The parties hereto, including all guarantors or endorsers, hereby waive presentment, demand, notice, protest, notice of intent to acceleration, notice of acceleration and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Convertible Debenture, except as specifically provided herein, and assent to extensions of the time of payment, or forbearance or other indulgence without notice.

CONVERTIBLE SUBORDINATED DEBENTURE - Page 13 

The Holder by acceptance of this Convertible Debenture agrees to be bound by the provisions of this Convertible Debenture which are expressly binding on such Holder.

[Signature Page Follows]

CONVERTIBLE SUBORDINATED DEBENTURE - Page 14

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

Dated:Effective January ___, 2008

AURA SYSTEMS, INC.

By:

Name:

Title:

CONVERTIBLE SUBORDINATED DEBENTURE - Page 15 

EXHIBIT A

NOTICE OF CONVERSION

OF 7% CONVERTIBLE SUBORDINATED DEBENTURE

OF AURA SYSTEMS, INC.

 

To: Aura Systems, Inc.

2335 Alaska Avenue

El Segundo, California 90245

Facsimile No.: (310) 643-8719

1.Pursuant to the terms of the 7% Convertible Subordinated Debenture due January ____, 2013 (the “Convertible Debenture”), the undersigned hereby elects to convert the Total Principal Amount of the Convertible Debenture into shares of Common Stock of Aura Systems, Inc., a Delaware corporation (the “Corporation”), at a Conversion Price per share equal to $_______________. Capitalized terms used herein and not otherwise defined herein have the respective meanings provided in the Convertible Debenture.

2.The number of shares of Common Stock issuable upon the conversion of the Convertible Debenture to which this Notice relates is _______________ (the “Conversion Shares”).

3.Please issue a certificate or certificates for _______________ Conversion Shares in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Name	Name
Address	Address
SS or Tax ID Number	SS or Tax ID Number

Delivery Instructions

for Common Stock:                

EXHIBIT A TO CONVERTIBLE SUBORDINATED DEBENTURE - Page 1

4.If the shares of Common Stock issuable upon conversion of the Convertible Debenture have not been registered for resale under the Securities Act of 1933, as amended (the “1933 Act”), and the provisions of Rule 144(k) under the 1933 Act are inapplicable to the undersigned with respect to the Conversion Shares relating to this Notice, the undersigned represents and warrants that (a) the Conversion Shares to which this Notice relates are being acquired for the account of the undersigned for investment, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and (b) the undersigned is an “accredited investor” as defined in Regulation D under the 1933 Act. If the provisions of Rule 144(k) under the 1933 Act are inapplicable to the undersigned with respect to the Conversion Shares relating to this Notice, the undersigned further agrees that (i) such Conversion Shares shall not be sold or transferred unless (A) they first shall have been registered under the 1933 Act and applicable state securities laws or (B) the Company shall have been furnished with an opinion of legal counsel reasonably satisfactory in form, scope and substance to the Company to the effect that such sale or transfer is exempt from the registration requirements of the 1933 Act and (ii) until such Conversion Shares are registered for resale by the undersigned under the 1933 Act, the Company may place a legend on the certificate(s) for the Conversion Shares to that effect and place a stop-transfer restriction in its records relating to the shares.

NAME:

Date:
	Signature of Registered Holder
	(Must be signed exactly as name
	appears in the Convertible Debenture.)

EXHIBIT A TO CONVERTIBLE SUBORDINATED DEBENTURE - Page 2 

EX-10.19

EXECUTION COPY

_______________________________

ASSET PURCHASE AGREEMENT

BY AND AMONG

AURA SYSTEMS, INC. AND

EMERALD COMMERCIAL LEASING, INC.

MAY 15, 2008

_______________________________

Schedule 1.1 and General Assignment and Bill of Sale

Schedule 1.1 Inventory (Assets)

General Assignment and Bill of Sale

ii

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated May 15, 2008, effective as of May 15, 2008, is made by and between Aura Systems, Inc., a Delaware corporation (the “Buyer”), having its principal place of business at 2330 Utah Avenue, El Segundo, California 90245 and Emerald Commercial Leasing, Inc. a Georgia corporation (the “Seller”), having its principal place of business at 4225 Moreland Avenue, Conley, Georgia 30288.

RECITALS

WHEREAS, Seller is engaged in the business of leasing complete refrigeration transport systems, which include, among other things, the design and installation of generators, and refrigeration systems onto commercial diesel vehicles for use in interstate commerce in the United States (the “Business”); and

WHEREAS, Buyer desires to purchase and Seller desires to sell certain inventory assets relating to refrigeration transport systems as described below; and

WHEREAS, this Agreement sets forth the terms and conditions upon which the Buyer will purchase from Seller, and Seller will sell to Buyer, the aforementioned inventory assets for the consideration provided herein.

NOW THEREFORE, In consideration of the foregoing, the mutual representations, warranties and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1Agreement of Sale and Purchase. Seller hereby sells, bargains, assigns, transfers and conveys to Buyer and Buyer hereby purchases and acquires the following assets (the “Assets”) of Seller on the terms and conditions set forth in this Agreement:

(a)all right, title and interest of the Seller in and to the inventory attached hereto in Schedule 1.1 (the “Assets”).

Seller is retaining any and all other assets and liabilities of the Business.

1.2Purchase Price. The purchase price for the Assets is $384,894.89.

1.3Time and Place of Closing. The closing of described herein (the “Closing”) shall take place simultaneously with the execution of this Agreement. The date and time at which the Closing actually occurs is hereinafter referred to as the “Closing Date.”

1.4Execution and Delivery of Documents of Title by the Seller. At the Closing, the Seller shall execute and deliver to the Buyer a general assignment and bill of sale in form and substance acceptable to Buyer, (the “Bill of Sale”) and such deeds, conveyances, certificates of title, assignments, assurances and other instruments and documents as the Buyer may reasonably request in order to effect the sale, conveyance, and transfer of the Assets from the Seller to the Buyer. Such instruments and documents shall be sufficient to convey to the Buyer good and marketable title in all of the Assets. The Seller will, from time to time after the Closing Date, take such additional actions and execute and deliver such further documents as the Buyer may reasonably request in order to more effectively sell, transfer and convey the purchased Assets to the Buyer and to place the Buyer in position to operate and control all of the purchased Assets.

1.5Allocation of the Purchase Price. The purchase price for the assets shall be allocated to the Assets as set forth in the attached Schedule 1.1, which represent the fair market value allocable to each of the Assets to be purchased by Buyer under this Agreement, were arrived at by arm’s length negotiations, and shall be used by each party in reporting the transaction contemplated by this Agreement for federal income tax purposes. As to assets purchased at Buyer’s cost, such shall be noted in Schedule 1.1.

1.6Waiver of Compliance with the Bulk Sales Act. In connection with the transactions contemplated hereby, only if applicable, the parties shall waive compliance with the provisions of Article 6 of the Uniform Commercial Code - Bulk Transfers and the Bulk Sales Act, to the extent applicable, and any other applicable United States, state or provincial bulk sales act or statute (“Bulk Sales Acts”).

1.7Payment Terms.Subsequent to the Closing, Buyer shall pay for each asset item in accordance with the pricing set forth in Schedule 1.1, upon Buyer’s sale to third parties of its all electric refrigeration transport mobile power systems, incorporating items comprising the Assets contained in Schedule 1.1, net fifteen calendar days of Buyer’s receipt of payment for each such asset item sold. Payment to Seller of the purchase price in total for the Assets shall be without interest to Buyer and within a period not to exceed two years from the date Buyer takes physical possession of the Assets.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF THE SELLER

2.1The Seller hereby represents and warrants to the Buyer that the following statements are true and correct.

(a)Organization and Qualification. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. The Seller has full corporate power and authority to own, use and lease its properties and to conduct its business as such properties are currently owned, used or leased and as such business is currently conducted. The Seller is qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business would require such qualification.

2

(b)Authority; No Violation. The Seller has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby or thereby. The execution, delivery and performance by the Seller of this Agreement have been duly and validly authorized and approved by all necessary corporate action. This Agreement constitutes the legal and binding obligation of the Seller, enforceable in accordance with its terms. Assuming the accuracy of the representations and warranties of the Buyer hereunder, the entering into of this Agreement by the Seller does not, and the consummation by the Seller of the transactions contemplated hereby, including specifically the transfer of the Assets to the Buyer by the Seller, will not violate the provisions of (i) any applicable laws of the United States or any other state or jurisdiction in which the Seller does business, or (ii) the Seller’s Articles of Incorporation or Bylaws.

2.2The Seller hereby represents and warrants that it has no any actual knowledge that any of the following statements are not true or correct in all material respects.

(a)No Violation. The consummation, execution, delivery and performance of this Agreement will not conflict with any provision of, or result in a default or acceleration of any obligation under, result in any change in the rights or obligations of the Seller under or require any consent under, any Lien, contract agreement, license, lease, instrument, indenture, order, arbitration award, judgment, or decree to which the Seller is a party or by which it is bound, or to which any property of the Seller is subject and which now has a material adverse effect on the Seller.

(b)Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (“Governmental Entity”) or any third party, including a party to any agreement with the Seller, is required by or with respect to the Seller in connection with the execution and delivery of this Agreement and any related agreement, if any, to which the Seller is a party.

(c)Title to the Purchased Assets. Seller has good and marketable title to all of the Assets, free and clear of all charges, liens, commitments, claims, restrictions, leases or encumbrances of every kind and nature.

(d)Condition of Assets. At the time of delivery to Buyer, the Assets shall be in good repair and operating condition, suitable for its intended uses, and Buyer shall have the right to inspect the Assets prior to the closing.

(e)Liabilities. Seller does not have and will not have after the date of this Agreement any debts, liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise for which Buyer may become liable as a result of the transactions contemplated by this Agreement.

3

(f)Litigation. There are no claims pending or threatened (or any facts which could lead to such a claim) by, or against the Seller before any federal, state, local or foreign court or any other governmental or administrative agency or tribunal or any arbitrator or arbitration panel, and there are no judgments, orders, rulings, charges, decrees, injunctions, notices of violation or other mandates against the Seller to which the Seller is a party with respect to the business, property or assets of the Seller.

(g)Brokers. Neither the Seller nor anyone acting on their behalf has engaged, retained, nor incurred any liability to any broker, finder or agent or has agreed to pay any brokerage fees, commissions, finder’s fees or other fees with respect to this Agreement or the transactions contemplated hereby.

(h)Disclosure of Material Information. There is no fact or circumstance known to the Seller which now or hereafter has a material adverse effect on the Seller and which has not been set forth in this Agreement or in any other document delivered or to be delivered in connection herewith. Without limiting the generality of the foregoing, the Seller has not heretofore taken any actions, nor is there any existing fact or circumstance relating to Seller, which now or hereafter has a material adverse effect on Buyer after the consummation of the purchase and sale of the Assets contemplated hereby.

(i)No Misleading Statements. No representation, warranty or statement of Seller set forth in this Agreement or any Schedule to this Agreement contains or will contain any untrue statements of a material fact.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller as follows:

3.1Organization and Qualification. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with full corporate power and authority to own, use or lease its properties and to conduct its business as such properties are owned, used or leased and as such business is conducted.

3.2Authority. The Buyer has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and any related document by the Buyer has been duly and validly authorized and approved by all necessary corporate action.

3.3Brokers. The Buyer has not engaged, retained, or incurred any liability to any broker, finder or agent or has agreed to pay any brokerage fees, commissions, finder’s fees or other fees with respect to this Agreement or the transactions contemplated hereby.

3.3No Misleading Statements. No representation, warranty or statement of Buyer set forth in this Agreement or any Schedule to this Agreement contains or will contain any untrue statements of a material fact.

4

ARTICLE IV

NO ASSUMPTION OF LIABILITIES AND INDEMNIFICATION

4.1Assumption of Liabilities. Buyer is not assuming and shall not be obligated or liable for any of the liabilities, obligations, contracts or commitments of Seller, whether now existing or arising in the future. If Buyer pays or performs any expense, liability, obligation, contract or commitment of Seller, Buyer shall be entitled to indemnification from Seller pursuant to Section 4.2 below; provided that Buyer will promptly notify Seller upon receipt of any such claim and will not pay or perform on such claim if Seller provides Buyer with assurances which are, in Buyer’s determination, adequate to the effect that Seller will pay or perform what is properly due to the claimant.

4.2Indemnification of Buyer. Seller agrees to indemnify and hold harmless Buyer and its officers, directors, stockholders, employees, and agents, from, against and in respect of:

(a)Any and all losses, damages or deficiencies resulting from any and all misrepresentations or breaches of any warranty, provision or term by Seller made or contained in this Agreement or any Schedule hereto;

(b)The assertion against Buyer of any claim by any creditor of or claimant against Seller relating to an obligation or liability of Seller or to the operation, ownership, use or maintenance prior to Closing of the Assets or Business of Seller; and

(c)The reasonable costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments or judgments in respect of any matter for which Buyer is indemnified under Section 4.2(a) or (b) above, including legal and accounting fees and expenses.

4.3Indemnification of Seller. Buyer agrees to indemnify and hold harmless Seller and its officers, directors, stockholders, employees, and agents, from, against and in respect of:

(d)Any and all losses, damages or deficiencies resulting from any and all misrepresentations or breaches of any warranty, provision or term by Buyer made or contained in this Agreement or any Schedule hereto;

(e)The assertion against Seller of any claim by any creditor of or claimant against Buyer relating to the operation, ownership, use or maintenance after the Closing of the Assets of Seller; and

(f)The reasonable costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments or judgments in respect of any matter for which Seller is indemnified under Section 4.3(a) or (b) above, including legal and accounting fees and expenses.

4.4Cooperation. If a party to this Agreement (the “Indemnifying Party”) is indemnifying the other party to this Agreement (the “Indemnified Party”), the Indemnified party agrees to provide the Indemnifying Party such cooperation, information or assistance as the Indemnifying Party may reasonably request.

5

ARTICLE V

MISCELLANEOUS

5.1Fees and Expenses. Each of the parties hereto will pay and discharge its own expenses and fees in connection with the negotiation of and entry into this Agreement and the consummation of the transactions contemplated hereby.

5.2Notices. All notices, requests, demands, consents and communications necessary or required under this Agreement shall be made in the manner specified, or, if not specified, shall be delivered by hand or sent by registered or certified mail, return receipt requested, or by telecopy (receipt confirmed) or e-mail to:

if to the Buyer:

Aura Systems, Inc.

Melvin Gagerman, CEO and Chairman

233 Utah Avenue

El Segundo, California 90245

Facsimile Transmission Number: (310) 643-7457

if to the Seller:

Emerald Commercial Leasing, Inc.

Joseph Dickman, President and Sole Stockholder

4255 Moreland Avenue

Conley, GA 30288

Facsimile Transmission Number: (404) 763-1628

All such notices, requests, demands, consents and other communications shall be deemed to have been duly given or sent two (2) days following the date on which mailed, or on the date on which delivered by hand or by facsimile transmission (receipt confirmed), as the case may be, and addressed as aforesaid.

5.3Successors and Assigns. All covenants and agreements set forth in this Agreement and made by or on behalf of any of the parties hereto shall bind and inure to the benefit of the successors and assigns of such party, whether or not so expressed, except that neither party may assign or transfer any of their respective rights or obligations under this Agreement without the consent in writing of the other, except in connection with a merger of such party with a third party or a sale of all or substantially all the assets or stock of such party to a third party.

5.4Counterparts; Descriptive Headings; Variations in Pronouns. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

6

5.5Severability; Entire Agreement. If any provision contained herein is held unenforceable, the enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected. This Agreement, including the Schedule and Bill of Sale referred to herein, is complete, and all promises, representations, understandings, warranties and agreements with reference to the subject matter hereof, and all inducements to the making of this Agreement relied upon by any of the parties hereto, have been expressed herein or in said Schedule and Bill of Sale. This Agreement may not be amended except by an instrument in writing signed on behalf of the Seller and the Buyer.

5.6Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

5.7Course of Dealing. No course of dealing and no delay on the part of any party hereto in exercising any right, power, or remedy conferred by this Agreement shall operate as a waiver thereof or otherwise prejudice such party’s rights, powers and remedies. The failure of any of the parties to this Agreement to require the performance of a term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. No single or partial exercise of any rights, powers or remedies conferred by this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

5.8GOVERNING LAW. THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIAWITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. JURISDICTION AND VENUE FOR ANY ACTION COMMENCED SHALL BE IN LOS ANGELES SUPERIOR COURT OR THE UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA. THIS AGREEMENT IS MADE SUBJECT TO AND IN ACCORDANCE WITH THE SECURITIES LAWS OF THE UNITED STATES.

[Remander of page intentionally left blank. Signature page to follow.]

7

IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal as of the date first set forth above.

ATTEST:	EMERALD COMMERCIAL LEASING, INC.
	By:
	Name: Joseph Dickman
	Title: President and Sole Stockholder
ATTEST:	AURA SYSTEMS, INC.
	By:
	Name: Melvin Gagerman
	Title: Chairman and Chief Executive Officer

8

EX-10.20

Aura Systems Inc.

VIA FACSIMILE & CERTIFIED MAIL

(404) 362-0094

May 29, 2008

Emerald Commercial Leasing, Inc.

Joe Dickman, President

4255 Moreland Avenue

Conley, GA 30288

Re: Mutual Agreement Ending AuraGen® Distributorship Exclusivity

Dear Mr. Dickman:

This serves to confirm and memorialize the mutual agreement of Aura Systems, Inc and Emerald Commercial Leasing, Inc. to amend that certain distributorship agreement by and between our two companies dated November 24, 2006. Recently we agreed that the distributorship will no longer remain in force. Effective, as of May 15, 2008, our AuraGen distributorship shall be terminated.

Should the above accurately reflect our agreement, please kindly indicate so by signing below. Please do not hesitate to contact me directly should you have any questions.

Very truly yours,

AURA SYSTEMS, INC.

________________________________

Melvin Gagerman, Chairman and C.E.O.

UNDERSTOOD AND AGREED:

EMERALD COMMERCIAL LEASING, INC.

_________________________________

Joe Dickman, President

2330 Utah Ave. El Segundo, California 90245

EX-10.21

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 15, 2008, between AURA SYSTEMS INC., a Delaware Corporation (the “Company”) and JOSEPH DICKMAN, an individual (the “Employee”).

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has approved and authorized the entry into this Agreement with the Employee; and

WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions for the employment relationship of the Employee with the Company.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein contained and intending to be legally bound hereby, the Company and the Employee hereby agree as follows:

1: TERM.

The term of this Agreement shall be for a period of three (3) years commencing as of August 1, 2008 (the “Effective Date”) and expiring on July 31, 2011. This period shall hereinafter be referred to as the “Employment Term”.

2: DUTIES/RESPONSIBILITIES.

2.1: Position. The Company hereby agrees to employ the Employee, and the Employee hereby agrees to serve the Company, during the Term of Employment under the title of Vice President, Sales.

2.2: No Restriction on Employment. Employee represents and warrants that there are no agreements or arrangements, whether written or oral, in effect which would prevent Employee from rendering exclusive services as prescribed in this Agreement to the Company during the term hereof, and that he has not made and will not make any commitment, agreement or arrangement, or do any act in conflict with this Agreement.

2.3: Duties. In his capacity as Vice President, Sales, the Employee shall personally and diligently devote his full working attention and energies to the performance of such duties and responsibilities as are consistent with this position, including, but not limited to any duties and responsibilities as may be designated to him and which are not inconsistent with the Employee’s position. Employee agrees to use his best efforts to perform such duties faithfully and efficiently and shall regularly both consult with the senior executive officers of the Company and report directly to the Company’s Chief Executive Officer.

EMPLOYMENT AGREEMENT 1 of 12

3: COMPENSATION.

3.1: Compensation. As compensation to Employee for all services rendered under this Agreement, the Company shall:

(i) upon full execution of this Agreement issue to Employee one hundred thousand (100,000) shares of the Company’s common stock;

(ii) grant Employee an option to purchase up to one hundred and fifty thousand (150,000) shares of the Company’s common stock at a fixed exercise price of three dollars ($3.00) per share each year for three years in accordance with the schedule set forth in EXHIBIT A. Such options shall vest monthly; and

(iii) the Company shall pay the Employee a salary at an annual rate of Three Hundred Thousand Dollars ($300,000) (the “Base Salary”). This Base Salary may be increased at such times, if any, and in such amounts as determined by the Compensation Committee in its discretion. Base Salary payments shall be made in equal installments in accordance with Company's then prevailing payroll policy.

3.2: Benefits. During the Employment Term the Employee shall be eligible to participate in the regular Company health insurance benefits, vacation, and other employee benefit plans, programs and policies established by the Company generally for its employees or senior management.

3.3: Bonus. If, as set forth in EXHIBIT B, during the Employment Term the Company meets certain revenue and collection milestones from the sale of mobile refrigeration systems, Employee shall receive an option, each year for three years, to purchase up to fifty thousand (50,000) shares of the Company’s common stock at a fixed exercise price of three dollars ($3.00) per share as set forth in EXHIBIT B.

3.4: Business Expenses. Subject to prior written approval of the Employee’s direct report, during the Employment Term, the Employee shall be authorized to incur business expenses carrying out his duties and responsibilities in connection with his employment. The Company will reimburse the Employee for such expenses upon presentation of appropriate vouchers or receipts, in accordance with its corporate expense reimbursement policies.

3.5: Stock Holding Period. Employee understands that any securities offered and/or issued under this agreement are subject to significant limitations on resale under applicable securities laws. Employee understands that reliance upon Rule 144 under the Securities Act for resales of the Securities requires, among other conditions, a holding period and volume limitations prior to the resale. The Employee understands and hereby acknowledges that the Company is under no obligation to register any of the Securities under the Securities Act, any applicable state securities or “blue sky” laws or any applicable foreign securities laws.

EMPLOYMENT AGREEMENT 2 of 12

3.6: Stock Legends. The Employee consents to the placement of the legend set forth below, or a substantial equivalent thereof, on any certificate or other document evidencing any securities granted to him by the Company:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS.

The Employee further consents to the placement of one or more restrictive legends on any securities issued in connection with this Agreement as may be required by applicable securities laws. Such Employee is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the securities.

3.7: Stock Issuance. All options and shares referenced herein shall be issued subject to and in accordance with the Securities Laws of the United States and Blue Sky laws. Employee agrees to execute any and all documents and agreements with respect to the issuance and exercise requested by the Company.

4: RESTRICTIVE COVENANTS.

4.1: Protection of Company’s Interests. To the extent allowed by law, the Employee shall not, without the prior written consent of the Company, perform services for any person, firm or corporation and/or engage in any activity which would be directly or indirectly competitive with the Company both during the Employment Term and for a period of twelve (12) months following expiration of this Agreement. The foregoing will not prevent Employee from holding at any time less than 5% of the outstanding capital stock of any company whose stock is publicly traded.

4.2: Antisolicitation. The Employee promises and agrees that while employed with Company, and for a period of twelve (12) months following expiration of this Agreement or any prior termination thereof, Employee will not, directly or indirectly, influence or attempt to influence any person, firm, association, partnership, corporation, or other entity that is a contracting party with, or known to be in negotiation with, the Company or any of its present or future subsidiaries or affiliates to: (i) terminate any agreement with the Company, except to the extent the Employee is acting on behalf of the Company in good faith, or (ii) hire or attempt to hire for employment any person who is employed by the Company, or attempt to influence any such person to terminate employment with the Company, except to the extent the Employee is acting on behalf of the Company in good faith.

EMPLOYMENT AGREEMENT 3 of 12

4.3: Right to Property, Trade Secrets and Company Materials. To the extent permitted by law, all rights worldwide with respect to any and all intellectual or other property of any nature produced, created or suggested by the Employee during the Employment Term or resulting from Employee’s services shall be deemed to be a work made for hire and shall be the sole and exclusive property of the Company. Employee agrees to execute, acknowledge and deliver to Company at Company's request, such further documents as Company finds appropriate to evidence Company's rights in such property. Further, the Employee agrees that all styles, designs, formulae, lists, materials, books, files, reports, correspondence, records, and other documents (“Company Material”) used, prepared, or made available to the Employee, shall be and shall remain the property of the Company. Upon the termination of his employment or the expiration of this Agreement, all Company Materials shall be returned immediately to the Company, and the Employee shall not make or retain any copies thereof.

4.4: Confidential Information. During the Term of this Agreement and thereafter, the Employee shall not either directly or indirectly disclose or use any Confidential Information of the Company, its affiliates or subsidiaries, except as may be required in the course of his employment by the Company, as may be otherwise allowed with the written permission of the Company, its affiliates or subsidiaries, or as may be required by law; provided, however, that, if the Executive is required by any subpoena, court order, regulation, or law to disclose such information, he shall promptly notify the Company and cooperate with the Company in seeking a protective order or other appropriate remedy. “Confidential Information” shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public and that was learned by the Employee in the course of his employment by the Company, including (without limitation) any data, formulae, information, proprietary knowledge, trade secrets and client and customer lists and all papers, resumes, records and the documents containing such Confidential Information. The Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. Upon the expiration or termination of the Employment Term, Employee shall promptly return to Company all such information that exists in written or other form (and all copies thereof) under Employee’s control.

4.5: Disparaging Comments by Employee. While employed with Company, and for a period of twelve (12) months following expiration of this Agreement or any prior termination thereof, the Employee shall not publicly criticize or disparage the Company, any subsidiary, affiliate or any director, officer, executive, or agent of the Company or any subsidiary or affiliate, except as may be required by law.

4.6: Disparaging Comments by Company. While the Employee is employed with Company, and for a period of twelve (12) months following expiration of this Agreement or any prior termination thereof, the Company shall not issue any disparaging statements about the Employee.

EMPLOYMENT AGREEMENT 4 of 12

4.7: Breach of Restrictive Covenants. Any material breach by the Employee of the provisions of Sections 4.1 through 4.6 (inclusive) of this Agreement shall relieve the Company of all obligations to make any further payments to the Employment pursuant to this Agreement. The Employee acknowledges that the restrictions contained in this Section 4 are reasonable and necessary to protect the legitimate interests of the Company and that any breach by the Employee of any portion of this Section 4 will result in irreparable injury to the Company. The Employee agrees that the Company’s remedies at law would be inadequate in the event of a breach or threatened breach of this Section 4 and, accordingly, that the Company shall be entitled, in addition to its rights at law, to temporary, preliminary, and permanent injunctive relief and other equitable relief, without the need to post a bond.

5: TAXES.

The Company makes no representations regarding the tax implications of the compensation and/or securities provided for in this Agreement. The Company advises the Employee to consult with a tax professional and/or their attorney regarding such implications and the Employee’s responsibilities regarding fulfillment of his taxation obligations. By accepting this offer, Employee acknowledge and agrees that (i) Employee shall be liable for all taxes assessed by any federal, state, or local authorities with respect to the compensation and/or securities provided herein and (ii) that the Company is authorized to withhold for all such customary withholdings and such excise or other taxes as is required by law otherwise deemed necessary by the Company.

6: NAME AND LIKENESS.

The Company shall have the right to use Employee’s name, refer to Employee’s prior professional services and Employee’s services hereunder and likeness in connection with its business.

7: INDEMNIFICATION.

7.1: Scope of Indemnification. Employee shall be indemnified and held harmless by the Company to the fullest extent permitted by law or by the Company’s bylaws or resolutions of the Company's Board of Directors from any claim, liability, loss, cost or expense of any nature reasonably incurred by the Employee, and not otherwise received by him from another source, such as insurance, by reason of the fact that he is or was a director, officer or employee of the Company or serving at the request of the Company as a director, officer, member, employee or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans.

7.2: Limits on Indemnification. Notwithstanding the foregoing, the indemnification provided in Section 7.1 will not apply and no indemnity pursuant to this Agreement shall be provided by the Company:

(i) for any loss, costs, damages, and expenses arising out of or relating in any way to any employment of Employee by any former employer or the termination of any such employment;

EMPLOYMENT AGREEMENT 5 of 12

(ii) on account of any suit in which a final, unappealable judgment is rendered against Employee for an accounting of profits made from the purchase or sale by Employee of securities of the Company in violation of the provisions of the Securities Exchange Act of 1934, as amended;

(iii) for damages that have been paid directly to Employee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company;

(iv) with respect to remuneration paid to Employee if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

(v) on account of Employee’s conduct which is finally adjudged to have been intentional misconduct, gross misconduct, a knowing violation of law or a transaction from which Employee derived an improper personal benefit; or

(vi) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

7.3: Insurance. In the same amount and to the same extent, if any, as the Company covers its other officers and directors, the Company shall cover the Employee under directors and officers liability insurance throughout the Employment Term.

8: TERMINATION.

8.1: General. Employee’s employment hereunder shall terminate upon the earlier of: (i) the expiration of the Employment Term, (ii) the death of Employee, (iii) the expiration of a continuous period of thirty (90) calendar days during which Employee is unable to perform his material duties due to physical or mental incapacity (during which period the Company shall continue to provide Employee with all participatory benefits previously made available to Employee and to pay Employee his Base Salary as set forth in Section 3.1; provided that the Base Salary shall be reduced by all amounts paid to Employee on account of disability or other insurance, worker's compensation, social security or other payments made to Employee arising out of his disability which in each case, where applicable, are paid under or pursuant to any plan or arrangement provided at the cost of the Company; and notwithstanding the foregoing, all such payments by the Company shall cease upon the earlier termination or expiration of this Agreement), (iv) termination by the Company due to "Just Cause," (v) termination by Employee due to a material breach of this Agreement by the Company ("Good Reason"), (vi) termination by the Company without just cause, or (vii) termination by Employee without Good Reason. The exercise of the right of the Company or Employee to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.

8.2: Just Cause. "Just cause" hereunder shall be defined and limited to mean:

(i) Employee’s failure or refusal, as determined by the Board in its sole discretion, to perform specific directives of the Board which are consistent with the scope and nature of Employee’s duties and responsibilities as set forth herein (including the duties described in Section 2), which failure or refusal continues after notice thereof and a reasonable time to cure;

EMPLOYMENT AGREEMENT 6 of 12

(ii) Employee’s conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory to the Board in the exercise of its reasonable judgment of Employee’s misappropriation or embezzlement of funds or assets from the Company;

(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and

(iv) any breach by Employee of any material provision of this Agreement, including, without limitation, the restrictive covenants contained in Section 4 hereof.

8.3: Company Obligations Upon Termination. If Employee’s employment hereunder is terminated pursuant to:

(i) Section 8.1(i), the Company shall have no further obligations or liabilities hereunder, except that Employee shall be entitled to receive the cash equivalent of any accrued but unused vacation time and any approved unreimbursed expenses;

(ii) Section 8.1(ii), (iii), (iv) or (v), the Company shall have no further obligations or liabilities hereunder except that Employee shall be entitled to receive that portion of his Base Salary (as described in Section 3.1(iii)) which has accrued through the effective date of such termination, the cash equivalent of any accrued but unused vacation time and any approved unreimbursed expenses.

(iii) Section 8.1(vi), the Employee shall continue to receive payment of his Base Salary as prescribed in Section 3.1(iii) for the remaining term of this Agreement. Employee shall also be entitled to receive reimbursement of any approved unreimbursed expenses accrued through the effective date of such termination

(iv) Section 8.1(vii), the Company shall have no further obligations or liabilities hereunder except that Employee shall be entitled to receive that portion of his Base Salary (as described in Section 3.1(iii)) which has accrued through the effective date of such termination as well as reimbursement for any approved unreimbursed expenses.

8.4: Effect of Termination on Securities. If Employee’s employment hereunder is terminated pursuant to Section 8.1(ii), (iii), (iv) or (v), the Company may, at its sole discretion, rescind any or all options which are granted hereunder but not yet vested at the time of termination.

9: ASSIGNMENT.

9.1: General. This Agreement is personal to each of the parties hereto. No party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto, except that this Agreement shall be binding upon and inure to the benefit of any successor corporation to the Company.

EMPLOYMENT AGREEMENT 7 of 12

9.2: Company Successorship. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes this Agreement by operation of law, or otherwise.

9.3: Employee Sucessorship. This Agreement shall inure to the benefit of and be enforceable by the Employee and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

10: NOTICE.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other addresses as either party may have furnished to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon actual receipt:

If to Company:	If to Employee:
Aura Systems, Inc.	Joseph Dickman
2330 Utah Avenue	______________________
El Segundo, California 90245	______________________
Attn: _____________________

11: AMENDMENTS OR ADDITIONS.

No modification, waiver or discharge or addition made to this Agreement shall be binding unless agreed to in writing and signed by both the Employee and such officer(s) as may be specifically designated by the Board.

12: SECTION HEADINGS.

The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

EMPLOYMENT AGREEMENT 8 of 12

13: SEVERABILITY.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

14: COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together will constitute one and the same instrument.

15: ARBITRATION.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Los Angeles, California, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

16: ENTIRE AGREEMENT.

This Agreement constitutes the final written expression of all terms to which the Company and Employee have agreed and is a complete and exclusive statement of those terms. Both the Company and Employee acknowledges that, in agreeing to enter into this Agreement, neither has relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and any documents referred to in it) made by or on behalf of any other party or any other person whatsoever before the execution of this Agreement.

17: WAIVER.

No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. A party’s failure to insist upon performance under this Agreement shall neither constitute a waiver of that party’s right to insist upon performance thereafter, nor a waiver of any rights or remedies provided under this Agreement or under law.

18: GOVERNING LAW.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. In addition, this Agreement shall be subject to and in accordance with the securities laws of the United States. All references to the Compensation Committee shall be deemed also to refer to any committee of the Board however designated that performs similar functions.

EMPLOYMENT AGREEMENT 9 of 12

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement on the date first indicated above.

COMPANY:

AURA SYSTEMS, INC.

a Delaware corporation

By:

Melvin Gagerman

Chief Executive Officer/

Chairman of the Board

EMPLOYEE:

By:

JOSEPH DICKMAN

EMPLOYMENT AGREEMENT 10 of 12

EXHIBIT A

Three-Year Stock Option Schedule

Year	Number of Vesting Options
1 (____2008-____2009)		150,000
2 (____2009-____2010)		150,000
3 (____2010-____2011)		150,000
Total		450,000

All options issued herein pursuant to Section 3.1(ii) shall have an expiration date of July 31, 2013.

EMPLOYMENT AGREEMENT 11 of 12

EXHIBIT B

Bonus Schedule Based on Revenue and Collection Milestones

Year	Revenue From Sale of Mobile Refrigeration Systems		Number of Options Granted if Revenue Met		Date Options To Be Issued (if at all)
1 __/08-__/09	$	8 million		50,000		___ 2009
2 __/09-__/10	$	14 million		50,000		___ 2010
3 __/10-__/11	$	20 million		50,000		___ 2011

All options issued herein pursuant to Section 3.3 shall have an expiration date of July 31, 2013.

EMPLOYMENT AGREEMENT 12 of 12

EX-31.1

CERTIFICATION

I, Melvin Gagerman, Chief Executive Officer of Aura Systems, Inc., certify that:

1.      I have reviewed this annual report on Form 10-K of Aura Systems, Inc. and,

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.      Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on our evaluation;

c.      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.       All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

b.      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/Melvin Gagerman
	Melvin Gagerman
	Chief Executive Officer
	June 13, 2008

EX-31.2

CERTIFICATION

I, Melvin Gagerman, Chief Financial Officer of Aura Systems, Inc., certify that:

1.      I have reviewed this annual report on Form 10-K of Aura Systems, Inc. and,

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.      Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on our evaluation;

c.      Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.       All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

b.      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/Melvin Gagerman
	Melvin Gagerman
	Chief Financial Officer
	June 13, 2008

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Aura Systems, Inc. (the “Company”) on Form 10-K for the annual period ending February 29, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melvin Gagerman, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods indicated.

Date: June 13, 2008	By:	/s/Melvin Gagerman
		Melvin Gagerman Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer