UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

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: 000-52624

CYBRA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York		13-3303290
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
One Executive Blvd., Yonkers, NY		10701
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code (914)963-6600
Registrant’s Telephone Number, Including Area Code		(914) 963-6600

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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.

þ Yes ¨ No

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

¨þ Yes ¨ No

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company þ

Non-accelerated filer ¨ Smaller Reporting Company þ

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

As of ~~November~~May 1213, ~~2010~~2011, the registrant had 1415,~~795~~519,~~806~~667 shares of Common Stock outstanding.

CYBRA Corporation

Table of Contents

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Balance Sheets as of September 30, 2010 and December 31, 2009	1
	Balance Sheets as of March 31, 2011 and December 31, 2010	1
	Statements of Operations for the three and nine months ended September 30, 2010 and 2009	2
	Statements of Operations for the three months ended March 31, 2011 and 2010	2
	Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	3
	Statements of Cash Flows for the three months ended March 31, 2011 and 2010	3
	Notes to Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2019
Item 4T.	Controls and Procedures	2019
Part II.	Other Information	20
Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities And Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 6.	Exhibits	2120
Signatures		2221

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	March 31,			December 31,
	2011			2010
	unaudited
ASSETS
CURRENT ASSETS
Cash	$	44,978		$	24,335
Accounts receivable, less allowance for doubtful accounts of $6,000		225,158			221,590

Total Current Assets		270,136			245,925

PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation and amortization of $ 283,696 and $281,017		55,943			51,246
SOFTWARE DEVELOPMENT, at cost, less accumulated amortization of $632,591 and $576,032		46,109			102,668
SECURITY DEPOSITS AND OTHER ASSETS		11,654			11,654

TOTAL ASSETS	$	383,842		$	411,493

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
8% Convertible Debentures	$	1,420,000		$	1,420,000
Accounts payable and accrued expenses		332,890			329,283
Deferred officer/director compensation		131,827			131,827
Accrued interest		341,257			313,246
Loans from shareholders in contemplation of private placement of common stock		47,500			47,500
Deferred revenue		426,137			414,737
TOTAL CURRENT LIABILITIES		2,699,611			2,656,593

STOCKHOLDERS' DEFICIT
Preferred Stock, Series A 10% Convertible Preferred Stock, par value $0.001 per share, 10,000,000 shares authorized; 2,090,000 shares issued and outstanding (liquidation preference $1,045,000)		2,090			2,090
Common stock, par value $0.001 per share, 100,000,000 shares authorized; 15,519,667 shares issued and outstanding		15,519			15,519

Additional Paid - in capital		6,754,024			6,754,024

Accumulated deficit		(9,087,402	)		(9,016,733	)

Total Stockholders' Deficit		(2,315,769	)		(2,245,100	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	383,842		$	411,493

	Three Months Ended
	March 31,
	2011			2010
REVENUES
Products	$	330,623		$	203,568
Services		208,220			169,232
TOTAL REVENUES		538,843			372,800

COST OF GOODS SOLD
Equipment purchases		129,831			51,796
Royalties and consulting		27,623			13,619
		157,454			65,415

GROSS PROFIT		381,389			307,385

Research and Development		61,543			46,435
Selling, General and Administrative		362,341			341,365
TOTAL OPERATING EXPENSES		423,884			387,800

LOSS FROM OPERATIONS		(42,495	)		(80,415	)

OTHER INCOME (EXPENSE)
Loss on debenture valuation adjustment		-			(4,931	)
Interest expense		(28,178	)		(52,586	)
Interest income		4			7
		(28,174	)		(57,510	)

NET LOSS	$	(70,669	)	$	(137,925	)

PER SHARE DATA
Basic and diluted net loss per share	$	(0.00	)	$	(0.01	)

Basic and diluted weighted-average shares outstanding		15,519,667			13,766,662

	Three Months Ended
	March 31,
	2011			2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(70,669	)	$	(137,925	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and Amortization		59,237			61,828
Loss on debenture valuation adjustment		-			4,932
Changes in operating assets and liabilities
(Increase) in accounts receivable		(3,568	)		(55,735	)
Increase in accounts payable and accrued expenses		3,607			4,754
Increase in accrued interest		28,011			52,586
Increase in deferred revenue		11,400			26,218
Net Cash Provided by (Used in) Operating Activities		28,018			(43,342	)

Acquisition of property and equipment		(7,375	)		(2,939	)
Net Cash Used in Investing Activities		(7,375	)		(2,939	)

CASH FLOWS FROM FINANCING ACTIVITIES
Loans from shareholders towards the planned issuance of common stock		-			47,500
Net Cash Provided by Financing Activities		-			47,500

INCREASE IN CASH AND CASH EQUIVALENTS		20,643			1,219

CASH AND CASH EQUIVALENTS
Beginning of period		24,335			58,039

End of period	$	44,978		$	59,258

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income Taxes	$	357		$	-
Interest	$	-		$	-

CYBRA CORPORATION

BALANCE SHEETS

	September 30,			December 31,
	2010			2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	52,007		$	58,039
Accounts receivable, less allowance for doubtful accounts of $17,000 at September 30, 2010 and
December 31, 2009		176,362			174,538
Total Current Assets		228,369			232,577
PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation and amortization of
$277,892 at September 30, 2010 and $263,425 at December 31, 2009		54,372			53,982
SOFTWARE DEVELOPMENT, at cost, less accumulated amortization of
$519,162 at September 30, 2010 and $349,862 at December 31, 2009		159,539			327,338
SECURITY DEPOSITS AND OTHER ASSETS		11,654			11,654
TOTAL ASSETS	$	453,934		$	625,551
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
8% Convertible Debentures	$	1,430,793		$	2,604,098
Accrued liquidated damages - registration rights agreement		0			110,000
Accounts payable and accrued expenses, including deferred unpaid officer/director
compensation of $176,949 at September 30, 2010 and $90,565 at December 31, 2009		498,930			562,776
Accrued interest		305,841			599,728
Loans from shareholders in contemplation of private placement of common stock		47,500			-
Deferred revenue		387,444			367,823
TOTAL CURRENT LIABILITIES		2,670,508			4,244,425
STOCKHOLDERS' DEFICIT
Preferred Stock, Series A 10% Convertible Preferred Stock, par value $.001 per share,
2,090,000 authorized, issued and outstanding (liquidation preference $1,045,000)		2,090			-
Common stock, par value $0.001 per share, 100,000,000 shares authorized;
14,775,365 and 13,766,662 shares issued and outstanding at September 30, 2010
and December 31, 2009, respectively		14,775			13,767
Additional paid - in capital		6,372,998			2,892,126
Common Stock to be issued		140,250			-
Accumulated deficit		(8,746,687	)		(6,524,767	)
Total Stockholders' Deficit		(2,216,574	)		(3,618,874	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	453,934		$	625,551

The accompanying notes are an integral part of the financial statements

-1-

CYBRA CORPORATION

STATEMENTS OF OPERATIONS

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
REVENUES
Products	$	96,592		$	105,065			550,584		$	491,207
Services		207,523			175,333			613,908			514,044
TOTAL REVENUES		304,115			280,398			1,164,492			1,005,251
COST OF GOODS SOLD
Equipment purchases		11,419			19,486			75,732			163,985
Royalties and consulting		7,500			9,374			28,619			39,576
		18,919			28,860			104,351			203,561
GROSS PROFIT		285,196			251,538			1,060,141			801,690
Research and Development		64,898			49,308			170,628			150,441
Selling, General and Administrative		481,332			342,291			1,203,110			1,109,434
TOTAL OPERATING EXPENSES		546,230			391,599			1,373,738			1,259,875
LOSS FROM OPERATIONS		(261,034	)		(140,061	)		(313,597	)		(458,185	)
OTHER INCOME (EXPENSE)
Reversal (Loss) on debenture valuation adjustment		-			(5,041	)		61,316			(58,493	)
Reversal on liquidated damages		46,165			-			110,000			-
Loss on debt restructuring		(530,654	)		-			(1,225,748	)		-
Beneficial conversion cost in connection with issuance
of common stock in exchange for interest payable.		(43,893	)		-			(88,083	)		-
Loss in connection with issuance of 10% convertible preferred stock valued at $1,665,788 in exchange for 8% convertible debentures with an outstanding balance of $1,045,000 at the date of exchange		(620,788	)		-			(620,788	)		-
Interest expense, includes amortization
of deferred finance costs of $113,010 for the
nine months ended September 30, 2009		(39,682	)		(53,754	)		(145,060	)		(353,944	)
Interest income		19			8			39			43
		(1,188,833	)		(58,787	)		(1,908,324	)		(412,394	)
NET (LOSS)	$	(1,449,867	)	$	(198,848	)		(2,221,921	)	$	(870,579	)
PER SHARE DATA
Basic and diluted net loss per share	$	(0.10	)	$	(0.01	)		(0.16	)	$	(0.06	)
Basic and diluted weighted-average shares outstanding		14,570,428			13,277,096			14,064,506			13,413,768

The accompanying notes are an integral part of the financial statements

-2-

CYBRA CORPORATION

STATEMENT OF CASH FLOWS

	Nine Months Ended
	September 30,
	2010			2009
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,221,921	)	$	(870,579	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and Amortization		183,767			188,989
Stock based compensation		-			45,000
Loss on debt restructuring		1,225,748			-
Beneficial conversion cost in connection with issuance of common stock
in exchange for interest payable.		88,083			-
Loss in connection with issuance of 10% convertible preferred stock valued at $1,665,788 in exchange
for 8% convertible debentures with an outstanding balance of $1,045,000 at the date of exchange		620,788			-
Interest expense - amortization of debt discount		-			139,992
Amortization of deferred finance cost		-			113,010
Loss on debenture valuation adjustment		-			58,493
Debenture valuation adjustment		(61,316	)		-
Consultant compensation to be paid with 275,000 shares of common stock, not yet issued		140,250			-
Changes in operating assets and liabilities
(Decrease) in accrued liquidated damages		(110,000	)		-
(Increase) decrease in accounts receivable		(1,824	)		178,280
Decrease in security deposits and other assets		-			7,077
(Decrease) in accounts payable and accrued expenses		(63,846	)		(1,064	)
Increase in accrued interest		143,475			100,943
Deferred revenue		19,621			79
Net Cash Used in Operating Activities		(37,175	)		(39,780	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment and increase in software development		(16,357	)		(1,390	)
Net Cash Used in Investing Activities		(16,357	)		(1,390	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from shareholders toward the planned issuance of common stock		47,500			-
Net Cash Provided by Financing Activities		47,500			-
(DECREASE) IN CASH AND CASH EQUIVALENTS		(6,032	)		(41,170	)
CASH AND CASH EQUIVALENTS
Beginning of period		58,039			70,591
End of period	$	52,007		$	29,421
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income Taxes	$	714		$	2,194
Interest	$	1,545		$	-
NON-CASH FINANCING ACTIVITIES
Issuance of 978,703 shares of common stock in settlement of accrued interest payable to
holders of 8% convertible debentures	$	489,351		$	-
Conversion of 8% Convertible Debentures into 30,000
shares of common stock	$	15,000		$	-
Issuance of 2,090,000 shares of Series A Preferred Stock
in exchange for 8% Convertible Debentures	$	1,045,000		$	-
Reversal of Mandatory Prepayment balance in
connection with Debenture Amendment and Exchange
Agreements	$	51,989		$	-

The accompanying notes are an integral part of the financial statements

-3-

CYBRA CORPORATION

NOTES TO FINANCIAL STATEMENTS

March 31, 2011

1. ORGANIZATION, DESCRIPTION OF OPERATIONS, FINANCIAL STATUS OF THE COMPANY AND BASIS OF PRESENTATION

Organization and Description of Operations

CYBRA Corporation (the “Company”) was incorporated under the laws of the State of New York on September 6, 1985. The Company is a software developer, publisher and systems integrator specializing in ~~Auto~~Automatic Identification technology solutions. The Company’s flagship product, MarkMagicTM, is a barcode, radio frequency identification (“RFID”) and forms middleware solution relied upon daily by thousands of customers worldwide. It helps customers easily integrate bar code labels, RFID technology and electronic forms into their business systems. EdgeMagic®, first released in February 2008, is an integrated RFID control solution that is highly scalable. It is designed to manage edge readers and analog control devices, commission, read, filter and verify RFID tags to comply with Electronic Product Code (EPC) compliance mandates, as well as for asset tracking applications and integration with popular ERP and Warehouse Management application packages. CYBRA software solutions run on all major computing platforms including IBM Power Systems (System i, iSeries, AS/400, AIX) as well as Linux, Unix, and Microsoft Windows.

~~Substantially~~Financial ~~all~~Status of the Company’s/Going ~~accounts receivable are due from manufacturing companies and software vendors located throughout the United States.~~Concern

~~Financial~~At ~~Status~~March 31, 2011, the Company had cash of approximately $45,000, and a working capital deficit of $2,429,475. Additionally, the Company~~-Going~~ ~~Concern~~incurred a net loss of $70,669 for the three months ended March 31, 2011, and had a stockholders’ deficit of $2,315,769 at March 31, 2011. Management has taken several steps to improve sales and reduce costs in order to ensure that its cash flows will meet its operating cash requirements for the next quarter. These steps include increasing sales of EdgeMagic®, which management believes has revenue potential far in excess of the current product mix, as well as the formation of a field level sales team.

AtThe ~~September~~amended ~~30,~~8% ~~2010,~~Convertible ~~the~~Debentures ~~Company~~with ~~had~~a ~~cash~~principal ~~and~~balance ~~cash equivalents~~ of ~~approximately~~ $521,~~000~~420,000 ~~and~~were adue ~~working~~on ~~capital~~April ~~deficit of $2~~11,~~442,139,~~ ~~which~~2011 ~~includes certain current liabilities that do not require near term cash settlement. Additionally~~and, ~~the~~as ~~Company incurred a net loss~~ of ~~$2,221,921 for~~ the ~~nine~~date ~~months~~of ~~ended~~this ~~September 30~~report, ~~2010,~~the ~~and~~Company ~~had~~is ain ~~stockholders’~~default ~~deficit~~on ofthis ~~$2,216,574 at September 30, 2010~~obligation. Management has ~~taken~~commenced ~~several steps~~negotiations towith ~~improve sales and reduce costs in order to ensure that its cash flows will meet its operating cash requirements for~~ the ~~fourth~~holders ~~quarter~~ of ~~2010~~these debentures. ~~These~~The ~~steps~~effects ~~include increasing sales~~ of ~~EdgeMagic®,~~ ~~which~~unsuccessful ~~management~~negotiations ~~believes~~or ~~has~~the ~~revenue~~impact ~~potential~~on ~~far in excess of~~ the ~~current~~Company’s ~~product~~financial ~~mix,~~position asand ~~well~~results ~~as the formation~~ of aoperations ~~field~~have ~~level~~not ~~sales~~been ~~team~~determined.

These factors raise serious doubt about the Company’s ability to continue as a going concern. Management is hopeful that they will succeed in settling with the debenture holders in a manner that will provide the Company with sufficient time to repay the debt and not have the risk of further default. No assurances can be given that management will be successful in its negotiations with the debenture holders or that the efforts to improve the sales of EdgeMagic® will result in improvements significant enough to provide sufficient cash flows and operating capital. No adjustments have been made to the accompanying financial statements to reflect the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities should the Company be unable to continue in existence.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Software Costs

The Company accounts for software development costs in accordance with ASC 985.730, Software Research and Development, and ASC 985-20, Costs of Software to be Sold, Leased or Marketed. ASC 985-20 requires that costs related to the development of enhancements to MarkMagic be capitalized as an asset when incurred subsequent to the point at which technological feasibility of the enhancement is established. ASC 985-20 specifies that “technological feasibility” can only be established by the completion of a “detailed program design” or if no such design is prepared, upon the completion of a “working model” of the software. The Company’s development process does not include a detailed program design. Management believes that such a design could be produced in the early stages of development but would entail significant wasted expense and delay. Consequently, ASC 985-20 requires the development costs to be recorded as an expense until the completion of a “working model”. In the Company’s case, the completion of a working model does not occur until shortly before the time when the software is ready for sale.

-4-

Research and Development Costs

Research and development costs incurred after completion of development of a product are expensed as incurred. Total research and development expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 was $~~170~~ 61,~~628~~543 and $~~150~~46,~~441~~435, respectively.

Accounting for Warrants Classified as Equity Issued to Purchase Company Common Stock

Warrants issued in conjunction with equity financings were accounted for under ASC 815-40, Contracts in Entity’s Own Stock. ASC 825-20, Accounting for Registration Payment Arrangements, establishes the standard that contingent obligations to make future payments under a registration rights arrangement shall be recognized and measured separately in accordance with the standard, Reasonable Estimation of the Amount of a Loss. The Company has evaluated how these standards affected these accompanying financial statements. The adoption of the accounting pronouncement on January 1, 2007 changed the classification of the warrant liability, which was $551,910 at January 1, 2007, to stockholders’ equity (additional paid in capital). This is no longer applicable.

Derivative Financial Instruments

The Company accounts for its Warrants, which were issued in a private placement of the 8% Convertible Debentures (the “Debentures”) with detachable Warrants on April 10, 2006, and amended on June 8, 2010 to extend their maturity to April 10, ~~2011~~ 2013, and reduce the exercise prices to amounts between $1.00 and $1.30 from $1.75 (see Note 3, 8% Convertible Debentures and Derivative Financial Instruments), as derivatives under the guidance of ASC 815-10, Accounting for Derivative Instruments and Hedging Activities, and ASC 815-40, Contracts in an Entity’s Own Stock. The Company considers these standards applicable by adopting “View A” of the Issue Summary–The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument in which the Warrants and the related registration rights agreement are viewed together as a combined instrument that is indexed to the Company's stock. The embedded conversion feature of the Debentures has not been classified as a derivative financial instrument because the Company believes that they are “conventional” as defined in ASC 470-20, Conventional Convertible Debt Instrument.

Depreciation and Amortization

Depreciation and amortization are provided by the straight-line and accelerated methods over the estimated useful lives indicated in Note 5, Property and Equipment.

Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.

The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognization, classification and disclosure of these uncertain tax positions.

Interest costs and penalties related to income taxes are classified as interest expense and selling, general and administrative costs, respectively, in the Company's financial statements. For the ~~nine~~years ~~months~~ ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, the Company did not recognize any interest or penalty expense related to income taxes. The Company is currently subject to a three-year statute of limitations by major tax jurisdictions. The Company files income tax returns in the U.S. federal jurisdiction and New York State.

Advertising Costs

Advertising costs are charged to expense as incurred. Total advertising amounted to $61,~~235~~020 and $111,~~062~~017 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively.

-5-

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, 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. The most significant estimates relate to valuation of warrants, stock grants and stock options, the net operating loss carry-forward, the valuation allowance for deferred taxes and various contingent liabilities. It is reasonably possible that these above-mentioned estimates and others may be adjusted as more current information becomes available, and any adjustment could be significant in future reporting periods. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of commercial accounts receivable and temporary cash investments, which could, from time-to-time, exceed the federal depository insurance coverage. The Company has cash investment policies that restrict placement of these investments with financial institutions evaluated as highly creditworthy. As of ~~September~~March 3031, ~~2010~~2011, the Company does not hold cash and cash equivalents with individual banks in excess of federally insured limits.

Concentrations of credit risk that arise from financial instruments exist for groups of customers when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Company operates in one segment, software development and systems integration of bar code and RFID to manufacturers and wholesale distributors in the United States of America. Management believes that the customer base is sufficiently diverse and therefore does not consider the aggregate of customer accounts receivable to be a concentration of credit risk.

Cash and Cash Equivalents

The Company classifies marketable securities that are highly liquid and have maturities of six months or less at the date of purchase as cash equivalents. The Company manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties and procedures to monitor its credit risk concentrations.

Revenue Recognition

The Company recognizes revenues in accordance with AICPA Statement of Position ASC 985-605, Software Revenue Recognition.

Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements.

License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed. If evidence of fair value does not exist for all elements of a license agreement and post customer support (PCS) is the only undelivered element, then all revenue for the license arrangement is recognized ratably over the term of the agreement as license revenue. If evidence of fair value of all undelivered PCS elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.

Cost of license revenue primarily includes product, delivery, and royalty costs. Cost of maintenance and service revenue consists primarily of labor costs for engineers performing implementation services, technical support, and training personnel as well as facilities and equipment costs.

-6-

Accounts Receivable

The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the trade accounts receivable balances and charged to the provision for doubtful accounts. The Company calculates this allowance based on its history of write-offs, level of past-due accounts based on the contractual terms of the receivables, and its relationships with and the economic status of its customers. Uncollectible receivables are charged off against the allowance for doubtful accounts as management determines that they are clearly uncollectible after taking all reasonable steps to collect the balances.

Trade receivables are presented net of an allowance for doubtful accounts of $17 6,000 as of ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010.

Substantially all of the Company’s accounts receivable are due from manufacturing companies and software vendors located throughout the United States.

Stock-Based Compensation

In addition to requiring supplemental disclosures, ASC 718, Compensation – Stock Compensation, and ASC 505-50, Equity-Based Payments to Non-Employees, addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

The Company uses the modified prospective method. Stock issued to consultants for consulting services was valued as of the date of the agreements with the various consultants, which in all cases was earlier than the dates when the services were committed to be performed by the various consultants.

References to the issuances of restricted stock refer to stock of a public company issued in private placement transactions to individuals who are eligible to sell all or some of their shares of restricted Common Stock pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder who is not an affiliate and has satisfied a six-month holding period may sell all of his restricted stock without restriction, provided that the Company has current information publicly available. Rule 144 also permits, under certain circumstances, the sale of restricted stock, without any limitations, by a non-affiliate of the Company that has satisfied a one-year holding period.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet.

ASC 825-20, Accounting for Registration Payment Arrangements, addresses an issuer’s accounting for registration payment arrangements by specifying that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with ASC 450, Contingencies. In connection with the Debenture Amendment and Exchange Agreements (as discussed in Note 3, 8% Convertible Debentures and Derivative Financial Instruments), the registration rights and penalties under the original Securities Purchase Agreements were waived.

Basic and Diluted Loss per Share

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed in a manner similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, the Company’s stock equivalents were anti-dilutive and excluded in the diluted loss per share computation.

Commitments and Contingencies

Liabilities for loss contingencies arising from various claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

-7-

Recently issued accounting standards

The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations.

Reclassifications

No reclassifications have been made to the financial statements.

3. 8% CONVERTIBLE DEBENTURES AND DERIVATIVE FINANCIAL INSTRUMENTS

Original financing:

On April 10, 2006, the Company issued 8% Convertible Debentures (the “Debentures”) with a principal (“face”) value of $2,500,000, along with 7,500,000 detachable Stock Warrants (the “Warrants”) to several investors. The gross proceeds of this transaction were $2,500,000, consisting of $2,080,000 cash, $151,000 from the cancellation of debt incurred in 2005, $19,000 from the cancellation of debt incurred earlier in 2006 and $250,000 applied as finders’ fees. Interest on the Debentures was due semiannually at 8% per annum beginning December 31, 2006. Interest was also due upon conversion, redemption and maturity. The total interest paid in cash to two Debenture holders prior to April 10, 2009 was $16,982. Another Debenture holder converted its accrued interest to shares of common stock in 2009. The original Debentures matured on April 10, 2009, but were not paid on that date. As a result, the Debentures were in default; however, the Company has renegotiated the terms of the Debentures, as described below.

The investors also received 7,500,000 Warrants, 2,500,000 of Class A Warrants and 5,000,000 of Class B Warrants as part of the original sale of the Debentures. Each Class A Warrant gives the holder the right to buy one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for $0.75. Class A Warrants to purchase 2,123,800 shares of Common Stock remain outstanding and are exercisable at any time through April 10, 2011. Class B Warrants were replaced with new Class B Warrants as described below.

Renegotiation and exchange of Debentures:

The Company has renegotiated the terms of the Debentures, either by extending the maturity date of the Debentures or by exchanging the Debentures for a new series of preferred stock.

On June 8, 2010, the Company entered into Debenture Amendment and Exchange Agreements with two holders of its Debentures having an aggregate principal amount of $640,000 (the “Option A Holders”), and ten holders of its Debentures having an aggregate principal amount of $805,000 (the “Option B Holders”). Pursuant to the Debenture Amendment and Exchange Agreements, the Option A Holders and the Option B Holders exchanged their Debentures for an amended and restated Debenture due April 10, 2011.

In addition, the Option A Holders and the Option B Holders received an aggregate of 499,099 shares of common stock in lieu of approximately $246,000 of accrued interest through April 10, 2009. The Company also issued (a) new Class B Warrants to the Option A Holders to purchase an aggregate of 1,560,000 shares of the Company’s Common Stock at an exercise price of $1.15 per share, in exchange for their outstanding Class B Warrants, and (b) new Class B Warrants to the Option B Holders to purchase an aggregate of 1,803,200 shares of the Company’s Common Stock at an exercise price of $1.30 per share, in exchange for their outstanding Class B Warrants.

On the same date, the Company entered into Securities Exchange Agreements with 16 holders of its Debentures having an aggregate principal amount of $1,045,000 (the “Option C Holders”) to exchange their Debentures for 2,090,000 shares of Series A 10% Convertible Preferred Stock (the “Series A Preferred Stock”). The Securities Exchange Agreements were signed on June 8, 2010, but the transactions contemplated by those agreements were subject to (i) approval by the Company’s shareholders of an amendment to the Company’s Certificate of Incorporation to authorize it to issue up to 10 million shares of preferred stock in one or more series or classes having such designations, relative rights, preferences, and limitations as may be designated by the Company’s Board of Directors (the “Amendment”), and (ii) subsequent authorization of the Series A Preferred Stock by the Company’s Board of Directors.

On August 3, 2010 the Company held a special meeting of shareholders in which its shareholders approved the Amendment. On the same day, the Company filed a Certificate of Designation setting forth the terms of the Series A Preferred Stock with the New York Secretary of State. The Company subsequently issued to the Option C Holders (a) 2,090,000 shares of Series A Preferred Stock in exchange for the Debentures, and (b) 487,704 shares of its Common Stock in payment of accrued and unpaid interest due under the Debentures through April 10, 2009. The Common Stock was issued at $0.50 per share compared to the fair market value on June 8, 2010 of $0.59 per share. As a result, the conversion generated a beneficial conversion cost. The Option C Holders also received new Class B Warrants to purchase an aggregate of 2,466,200 shares of the Company’s Common Stock at an exercise price of $1.00 per share, in exchange for their outstanding Class B Warrants. The new Class B Warrants vest immediately and expire on April 10, 2013.

-On August 3, 2010, the Company held a special meeting of shareholders in which its shareholders approved the Amendment. On the same day, the Company filed a Certificate of Designation setting forth the terms of the Series A Preferred Stock with the New York Secretary of State. The Company subsequently issued to the Option C Holders (a) 2,090,000 shares of Series A Preferred Stock in exchange for the Debentures, and (b) 487,704 shares of its Common Stock in payment of accrued and unpaid interest due under the Debentures through April 10, 2009. The Common Stock was issued at $0.50 per share compared to the fair market value on June 8-, 2010 of $0.59 per share. As a result, the conversion generated a beneficial conversion cost. The Option C Holders also received new Class B Warrants to purchase an aggregate of 2,466,200 shares of the Company’s Common Stock at an exercise price of $1.00 per share, in exchange for their outstanding Class B Warrants. The new Class B Warrants vest immediately and expire on April 10, 2013.

The Debenture balances atwere ~~September 30~~$1,420,000 ~~2010~~as ~~and~~of ~~September~~March 3031, ~~2009~~2011 ~~were $1,430,793~~ and $2December 31,~~604,098,~~ ~~respectively~~2010.

Other transactions related to the amendments:

In July 2010, two holders of the Company’s 8% Convertible Debentures due April 10, 2011 (the “Amended Debentures”) converted an aggregate of $15,000 of the principal amount of Amended Debentures into 30,000 shares of Common Stock. Outstanding interest on the converted principal was paid in cash. The Company subsequently provided notice (the “Notice”) to all holders of the Amended Debentures specifying that, unless notified otherwise by the Company, the Company will pay interest due upon the conversion, redemption and maturity of the Amended Debentures with shares of its Common Stock. The Notice also clarified that the aforesaid election includes the accrued and unpaid interest due under the Amended Debentures on June 30, 2009, December 31, 2009, and June 30, 2010.

~~The~~In ~~Company~~October ~~recorded~~2010 aone ~~loss~~holder ofconverted $~~620~~10,~~788~~000 inof the ~~three~~principal ~~months~~amount ~~ended~~of ~~September~~Amended 30Debentures into 20,000 ~~2010~~shares inof ~~connection~~Common ~~with~~Stock. Outstanding ~~the~~interest ~~exchange~~on ofthe ~~certain~~converted ~~Debentures~~principal ~~for~~was ~~Series~~paid Ain ~~10%~~2,442 ~~Convertible~~shares ~~Preferred~~of ~~Stock~~common stock.

At ~~September~~March 3031, ~~2010~~2011, there were Warrants to purchase 7,953,200 shares of Common Stock outstanding in connection with the sale and amendments of the Debentures.

The new Class B Warrants issued to the Option A Holders and the Option B Holders were determined to have a value of $1,956,000, as compared to the outstanding Class B Warrants, which were valued at $1,261,000. The new Class B warrants issued to the Option C Holders were determined to have a value of $1,436,000, as compared to the outstanding Class B warrants, which were valued at $906,000. As a result, the Company incurred a debt extinguishment charge in accordance with ASC 470-50, Debt Modification and Extinguishments, and recorded a loss on debt restructuring of $1,225,748 for the nine months ended September 30, 2010.

As part of the original sale of the Debentures, $250,000 principal amount of the Debentures were issued along with 125,000 Class A Warrants and 250,000 Class B Warrants as finders’ fees. The finders will also receive as additional fees equal to 5% of any cash collected as on the exercise of any of the Warrants. To date, no Warrants have been exercised.

The shares of Common Stock that underlie the conversion feature of the original Debentures and those that underlie the Warrants were subject to a registration rights agreement. The registration rights agreement provided for liquidated damages if certain requirements were met, which they were not. In connection with the Debenture Exchange and Amendment Agreements, the Debenture holders waived their right to receive liquidated damages and interest thereon due under the registration rights agreement.

The Warrants were classified as derivative financial instruments as a result of the issuance of a registration rights agreement that includes a liquidated damages clause, which is linked to an effective registration of such securities. Accordingly, the Company accounted for the Warrants as liabilities at estimated fair value. In accordance with the Company’s adoption of ASC 815-40, Contracts in Entity’s Own Stock, and ASC 825-20, Accounting for Registration Payment Arrangements, the classification of the warrant liability was changed to stockholders’ equity (additional paid in capital) as of January 1, 2007. The amended warrants do have registration rights.

The derivative financial instruments have not been designated as hedges. The purpose of their issuance was to raise additional capital in a more advantageous fashion than could be done without the use of such instruments. In addition to expecting the overall cost of capital to be less, the use of the derivative instruments reduces the cost to the common shareholders when the value of their shares declines in exchange for increasing the cost to the common shareholders when the value of their shares increases, all of which should tend to reduce the volatility of the value of the Company’s common shares.

~~Effects of the default prior to the amendment:~~9

~~The~~Effects ~~Company’s failure to pay the full principal amount~~ of the ~~Debentures~~default onprior their Maturity Date constituted an “Event of Default” under the Debentures. Upon an Event of Default, the full principal amount of the Debenture, together with interest and other amounts owing in respect thereof, to the maturity date will become, at the Debenture holder’s election, immediately due and payable in cash. The aggregate amount payable upon an Event of Default is referred to in the Debentures as the “Mandatory Prepayment Amount”, as more fully explained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on April 15, 2010.Amendment:

The Company’s failure to pay the full principal amount of the Debentures on their Maturity Date constituted an “Event of Default” under the Debentures. Upon an Event of Default, the full principal amount of the Debenture, together with interest and other amounts owing in respect thereof, to the maturity date becomes, at the Debenture holder’s election, immediately due and payable in cash. The aggregate amount payable upon an Event of Default is referred to in the Debentures as the “Mandatory Prepayment Amount”, as more fully explained in the Company’s Annual Report on Form 10-9-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 31, 2011.

During the ~~year ended December 31, 2009 and the~~ three months ended March 31, 2010, the Company recorded charges related to the Mandatory Prepayment Amount of $~~61,316 and $~~4,931~~, respectively~~. These charges were reversed during the quarter ended June 30, 2010 and September 30, 2010 as the relevant Debentures were modified or exchanged for Series A Preferred Stock.

Subsequent default:

See Note 13 – Subsequent Events, for discussion of the subsequent payment default on April 10, 2011.

4. STOCK BASED COMPENSATION

During the ~~nine~~three months ended ~~September~~March 3031, ~~2010,~~2011 ~~the~~and Board resolved to issue an aggregate of 275,000 shares of common stock to two consultants for services rendered. These shares are valued at $0.51 per share, which was the quoted market price on July 28, 2010, the ~~last day the Common Stock was publicly traded prior to the date of issuance, for total compensation of $140,250. During the nine months ended September 30, 2009, the~~ Company issued ~~60,000~~no shares of ~~Common~~common ~~Stock~~stock ~~for~~in ~~services~~lieu ~~rendered~~of ascash ~~a director and investor relations services, valued at $0.75 per share for total~~ compensation ~~of $45,000~~.

The Company has adopted the CYBRA Corporation 2006 Incentive Stock Plan, a stock-based compensation plan to reward services rendered by officers, directors, employees and consultants. The Company has reserved 5,000,000 shares of Common Stock for issuance under the plan.

The Company recognizes share-based compensation expense for all service-based awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Initial accruals of compensation expense are based on the estimated number of shares for which requisite service is expected to be rendered. Estimates are revised if subsequent information indicates that forfeitures will differ from previous estimates, and the cumulative effect on compensation cost of a change in the estimated forfeitures is recognized in the period of the change.

Total stock options outstanding at ~~September~~March 3031, ~~2010~~2011 were 100,000, all of which were vested.

Stock option transactions to the employees, directors, and consultants are summarized as follows:

Stock Options Outstanding
Outstanding at January 1, 2009			100,000
Outstanding at January 1, 2010			100,000
Granted			0
Exercised			0
Outstanding at December 31, 2009			100,000
Outstanding at December 31, 2010			100,000
Options exercisable at December 31, 2009			100,000
Options exercisable at December 31, 2010			100,000
Options outstanding at January 1, 2010			100,000
Options outstanding at January 1, 2011			100,000
Granted			0
Exercised			0
Outstanding at September 30, 2010			100,000
Outstanding at March 31, 2011			100,000
Options exercisable at September 30, 2010			100,000
Options exercisable at March 31, 2011			100,000

The 100,000 options outstanding at ~~September~~March 3031, ~~2010~~2011 were issued in December 2007, have a remaining outstanding life of ~~2.25~~1 ~~years~~year and have an exercise price of $0.75 per share.

-10-

Following is a summary of the warrant activity:

				Avergage Exercise		Weighted Avg Remaining Contractual Term
Class A and B Warrants	Number of Shares			Price per Share		In Years
Outstanding at December 31, 2009 – Class A		3,523,668			1.42		3.00
Outstanding at December 31, 2009 – Class B		7,047,335			1.42		3.00
Total Outstanding Warrants – December 31, 2009		10,571,003			1.42		3.00
Exercisable at December 31, 2009		10,571,003			1.42		3.00
Exchange of Class B warrants		(2,910,000	)
Granted-Class B-6/16/10		3,363,200			1.23		2.75
Exchange of Class B warrants		(2,090,000	)
Granted-Class B-8/3/10		2,466,200			1.00		3.00
Exercised		-
Forfeited		-
Outstanding at September 30, 2010 – Class A		3,523,669			0.75		1.20
Outstanding at September 30, 2010 – Class B		7,876,735			1.29		2.71
Total Outstanding Warrants – September 30, 2010		11,400,404			1.13		2.24
Exercisable at September 30, 2010		11,400,404			1.13		2.24

5. PROPERTY AND EQUIPMENT

At ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010, property and equipment consisted of the following:

	September 30,		December 31,		Estimated Useful Life in
	March 31,		December 31,		Estimated Useful Life in
	2010		2009		Years
	2011		2010		Years
Furniture and office equipment	$	~~198~~206,~~787~~163	$	~~186~~198,~~869~~787	5	5
Computer software		112,~~183~~182		~~109~~112,~~244~~182	3	3
Leasehold Improvements		21,294		21,294	Life of Lease	~~Life of Lease~~
		332,264		317,407
		339,639		332,263
Less: Accumulated Depreciation		~~277~~283,~~892~~696		~~263~~281,~~425~~017
	$	5455,~~372~~943	$	5351,~~982~~246

Depreciation and amortization of property and equipment amounted to $142,~~467~~679 and $205,~~726~~393 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively.

	September 30,		December 31,		Estimated Useful Life in
	March 31,		December 31,		Estimated Useful Life in
	2010		2009		Years
	2011		2010		Years
Software Development Costs	$	678,700	$	~~677~~678,~~200~~700		3
Less: Accumulated Amortization		~~519~~632,~~161~~591		~~349~~576,~~862~~032
	$	~~159~~46,~~539~~109	$	~~327~~102,~~338~~668

~~-11-~~The Company’s policy is to capitalize software development costs in accordance with ASC 985.730 (See Note 2, Summary of Significant Accounting Policies). Amortization of Software Development Costs amounted to $56,558 and $56,435 for the three months ended March 31, 2011 and 2010, respectively and is included within Selling, General and Administrative Expenses.

The Company’s policy is to capitalize software development costs in accordance with ASC 985.730 (See Note 2, Summary of Significant Accounting Policies). Amortization of Software Development Costs amounted to $169,300 for both nine-months periods ended September 30, 2010 and September 30, 2009, and is included within Selling, General and Administrative Expenses.

6. INCOME TAXES

The Company has the following deferred tax assets and liabilities at ~~September~~March 3031, ~~2010~~2011 and December 31, ~~2009~~2010:

	September 30,			December 31,
	March 31,			December 31,
	2010			2009
	2011			2010
Current assets and liabilities:
Accounts receivable	$	(7191,000	)	$	(7192,000	)
Accounts payable and accrued expenses		5236,000			8657,000
Deferred revenues		~~157~~173,000			~~149~~168,000
		138,000			164,000
		118,000			133,000
Valuation allowance		(~~138~~118,000	)		(~~164~~133,000	)
Net current deferred tax asset	$	-		$	-
Noncurrent assets and liabilities:
Net operating loss carryforwards	$	(2,~~479~~516,000)		$	2,~~370~~487,000
Depreciation		~~(7,000~~—	)		(6818,000	)
		2,472,000			2,302,000
		2, 516,000			2,469,000
Valuation allowance		(2,~~472~~516,000	)		(2,~~302~~469,000	)
Net deferred tax asset	$	-—		$	-—

~~The valuation allowance for the deferred tax asset increased by $144,000 for the nine months ended September 30, 2010.~~11

The ~~Company~~valuation ~~has~~allowance ~~net~~for ~~operating losses amounting to approximately $5,800,000 that expire in various periods from 2024 through 2030. The ultimate realization of~~ the ~~net~~deferred ~~operating~~tax ~~losses~~asset isincreased ~~dependent~~by ~~upon~~$ ~~future taxable income~~32,000 iffor ~~any, of~~ the ~~Company~~three ~~and~~months ~~may~~ended beMarch limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period31, ~~the current global economic crisis imposes additional profitability risks that are beyond the Company’s control~~2011. ~~Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.~~

The Company has net operating losses amounting to approximately $ 6,140,000 that expire in various periods from 2024 through 2030. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, the current global economic crisis imposes additional profitability risks that are beyond the Company’s control. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Management intends to carefully monitor share ownership of 5% shareholders but cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company has no uncertain income tax positions.

~~-12-~~The tax years ended December 31, 2007 through 2010 are open for examination by federal and state taxing authorities.

7. PREFERRED STOCK

The Company is authorized to issue up to 10,000,000 shares of preferred stock in one or more series or classes having such designations, relative rights, preferences, and limitations as may be designated by the Board of Directors. There are 2,090,000 shares of Series A 10% Convertible Preferred ~~Stock~~shares currently outstanding which are convertible into 2,090,000 shares of common stock, all issued in connection with the renegotiation and exchange of debentures as described in Note 3.

8. COMMITMENTS, CONTINGENCIES AND OTHER COMMENTS

a. Operating lease

The Company occupies office space in Yonkers, New York under a lease agreement that was amended effective December 30, 2009 and expires on January 31, 2014.

The Company also rents space in West Seneca, New York, near Buffalo. This lease expires on May 31, 2012 as extended on April 5, 2010.

The minimum rental commitment for both properties is as follows:

2011	$	7783,~~734~~300
2012		8277,~~660~~640
2013		8363,~~308~~125
2014		~~25,250~~-0-
	$	268,952
2015		-0-
	$	224,065

Rent expense amounted to $4424,~~911~~846 and $7016,~~156~~368 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010, respectively. This includes additional expense for storage.

b. Line of Credit

The Company has aan $115,000 credit line available through its bank. No$88,000 ~~money~~ was ~~drawn~~borrowed ~~from~~and ~~this~~repaid ~~line~~in ofthe ~~credit~~three inmonths ~~2009~~ended orMarch ~~2010~~31, 2011. In the event of borrowing, the repayment period is 36 months. The line of credit is personally guaranteed by Harold Brand, Chairman and Chief Executive Officer and majority shareholder of the Company. ~~The Company’s right to draw on the credit line is subject to approval of holders of Debentures constituting 60% of the principal amount of Debentures outstanding.~~

c. Litigation

In December, 2006, Raz-Lee Security Ltd. (“Raz-Lee”), a former distributor of the Company's products, filed a lawsuit in Herzliya, Israel (Case No. 8443/06) against the Company and its Chief Executive Officer for moneys allegedly owed in connection with the distribution of the Company's products in Israel. The action sought $50,000 in damages, plus interest, court costs and attorneys' fees. The Company filed a counterclaim against Raz-Lee for failure to report sales and royalties, and for a full accounting. The suit against the Company's CEO was dismissed, and appeal of such dismissal was filed. In July, 2009, the Herzliya court awarded Raz-Lee approximately $15,750 plus approximately $7,500 of costs (the approximations are a result of currency fluctuations). The balance of Raz-Lee's claim was dismissed. Since the amount awarded relates to past periods, the court also awarded interest charges, bringing the total award including costs to approximately $34,500. Raz-Lee collected the amount of approximately $6,500 which had been posted by the Company with the Herzliya court. The balance has not been paid. The Company's counterclaim against Raz-Lee was dismissed. The Company believes that Raz-Lee will file an appeal of the dismissal of parts of its claim. The Company is currently consulting with counsel concerning the filing of an appeal of the dismissal of the counterclaim or a part thereof. In addition, Raz-Lee has asserted that Harold Brand, Chief Executive Officer of the Company, is personally liable for the Company’s obligation. This claim was dismissed, but was returned to the Magistrate's Court on appeal. The Company has a reserve of $28,000 to provide for payment of this claim.

On ~~July~~February 2015, ~~2009~~2011, ~~Fagey~~Raz-Lee ~~Steinberg,~~instituted aproceedings ~~holder of a Debenture~~ in the ~~principal~~Supreme ~~amount~~Court of ~~$100,000, filed a Motion for Summary Judgment in Lieu of Complaint (~~the ~~“Motion”)~~State ~~against the Company for payment~~ of ~~the~~New ~~full principal amount of such Debenture together with accrued and unpaid interest and such other and further relief as is just and proper. The Company did not appear in this action~~York, ~~and~~County ~~on September 17, 2009, the judge signed an order granting summary judgment in favor~~ of ~~the plaintiff (the “Order”). Subsequent to the grant of the Order~~Westchester, anIndex ~~unaffiliated third party (the “Purchaser”) entered into an agreement (the “Agreement”) with the plaintiff to purchase the plaintiff’s Debenture~~No. On ~~December~~ 4763/11, ~~2009,~~for ~~the~~enforcement ~~Company entered into a stipulation~~ of ~~settlement providing that~~ the ~~plaintiff~~foreign ~~will not enter~~ judgment ~~against the Company pursuant to the Order subject to the satisfaction of the Purchaser’s obligations under the Agreement~~. In ~~addition~~May 2011, the Company ~~has~~entered ~~issued~~into ~~to the Purchaser~~ a ~~new~~settlement ~~Debenture~~agreement inwith ~~the principal amount of $50,000, representing one~~Raz-~~half of the principal amount of plaintiff’s Debenture, which has been transferred to the Purchaser~~Lee. An additional $50,000 has been transferred by the plaintiff to the Purchaser and, accordingly, as of September 30, 2010, the Purchaser owns the full $100,000 principal amount of the plaintiff’s Debenture, and accordingly the Company is not subject to any further liability in connection with such action.

~~-13-~~d. Joint Venture

d. Executive Employment Contract

Effective April 30, 2006, the Company entered into a five-year Employment Agreement with Mr. Brand, with a base salary set at $180,000 per annum. In addition to this salary, Mr. Brand is entitled to incentive compensation an amount equal to two percent (2%) of annual gross sales of the Company on sales in excess of one million dollars ($1,000,000). Mr. Brand is also entitled to standard benefits: four weeks of paid vacation, accident and health insurance, sick leave benefits, holidays and personal days, personal expenses reimbursement, life insurance, disability insurance and the use of a corporate car. Unpaid incentive compensation is included in accrued expenses on the balance sheet.

e. Joint Venture

On July 27, 2009, the Company entered into an agreement that outlines the intent to form a joint venture in the People’s Republic of China with two other companies. The purpose of this joint venture is to develop and sell leading edge products and services that add intelligence to shipping products to track and monitor goods throughout the supply chain.

The agreement provides for a capital contribution by the Company to the joint venture of $2,500,000 payable in four installments over eighteen months. The Company is under no obligation to make these capital contributions unless and until the parties enter into a binding, definitive joint venture agreement. The Company will require additional financing in the form of debt and/or equity to participate in the joint venture and make the required contributions. Both the agreement and the subsequent binding, definitive joint venture agreement will be governed by the law of the People’s Republic of China.

~~On June 12, 2009, the Company entered into a non-exclusive one-year agreement with an investment banker to raise the capital necessary to fund the joint venture~~e. ~~The~~Loans ~~investment~~from ~~banker will receive a fee of 5% of the transaction proceeds. The agreement expired on December 21, 2009 and has been extended by the parties until December 31, 2010.~~shareholders

f.During ~~Loans~~the three months ended March 31, 2010, the Company received $35,000 from ~~shareholders~~its Chief Executive Officer and $12,500 from another stockholder (totaling $47,500) as advance payment toward the planned issuance of common stock and other securities in a planned private placement. The Company is currently legally obligated to return the funds received on demand of the investors if the contemplated private placement is not completed.

During the nine months ended September 30, 2010, the Company received $35,000 from its Chief Executive Officer and $12,500 from another stockholder (totaling $47,500) as advance payment toward the planned issuance of common stock and other securities in a planned private placement. The Company is currently legally obligated to return the funds received on demand of the investors if the contemplated private placement is not completed.

9. PROFIT SHARING PLAN

The Company has a qualified 401(k) profit sharing plan covering all eligible employees. The plan provides for contributions by the Company in such amounts as the Board of Directors may annually determine but subject to statutory limitations.

No contributions to the plan by the Company have been provided for either period ended ~~September~~March 3031, ~~2010~~2011 or ~~2009~~2010.

10. RELATED PARTY TRANSACTIONS

~~Profit Horizon, Inc.,~~ a ~~company controlled by Robert J~~. ~~Roskow,~~ Executive ~~Vice~~Employment President and a Director of the Company, provides sales consulting services. During the nine months ended September 30, 2010 and 2009, the Company incurred approximately $7,500 in commissions to Profit Horizon, Inc. in both periods.Contract

Starting in 2008, the executive officers of the Company deferred part of their salaries and commissions. As of March 31, 2011 and December 31, 2010, the balance of deferred compensation was $131,827.

b. Profit Horizon, Inc.

Profit Horizon, Inc., a company controlled by Robert J. Roskow, Executive Vice President and a Director of the Company, provides sales consulting services. During the three months ended March 31, 2011 and 2010, the Company incurred approximately $7,500 and $7,500 respectively in commissions to Profit Horizon, Inc.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consisted of the following:

	September 30, 2010		December 31, 2009
	March 31, 2011		December 31, 2010
8% Convertible Debentures	$	1,~~430~~420,~~793~~000	$	21,~~604~~420,~~098~~000

-14-

12. LOSS PER SHARE

Loss per share for the ~~period~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 does not include the effects of 11,400,404 Warrants, 2,090,000 shares of Series A 10% Convertible Preferred Stock, options to acquire 100,000 shares of common stock held by employees, directors and consultants, or the 2,~~861~~860,~~586~~000 shares into which the 8% Convertible Debentures are convertible because the effects would be anti-dilutive.

13. SUBSEQUENT EVENTS

The Company evaluated events occurring between the end of the ~~third~~first quarter, ~~September~~ended ~~30,~~March ~~2010~~31, 2011 and ~~November~~May 1516, ~~2010~~2011 when the financial statements were issued.

a.Payment ~~Events~~Default ~~relating~~on toAmended ~~debt~~and ~~modification~~Restated 8% Convertible Debentures:

InOn ~~October~~April ~~2010~~10, a2011, ~~holder~~the ofCompany did not pay amounts owed under the ~~Company’s~~outstanding Amended and Restated 8% Convertible Debentures ~~due April 10, 2011~~ (the “~~Amended~~ Debentures”), ~~converted~~in anthe aggregate principal amount of $101,420,000, ofwhich ~~the~~became ~~principal~~due ~~amount~~on ofthat ~~Amended~~date. The Debentures ~~into~~were 20issued on June 8,~~000~~ ~~shares~~2010, ofpursuant ~~Common~~to ~~Stock. Outstanding~~a ~~interest~~Debenture onAmendment ~~the~~and ~~converted~~Exchange ~~principal~~Agreement, ~~was~~also ~~paid~~dated ~~with~~June ~~shares~~8, of2010 ~~Common~~(the ~~Stock~~“Exchange Agreement”).

~~-15-~~The Company’s failure to pay the full principal amount of the Debentures on their Maturity Date constituted an “Event of Default” under the Debentures. Upon an Event of Default, the full principal amount of the Debentures, together with interest and other amounts owing in respect thereof to the maturity date, will become, at the Debenture holder’s election, immediately due and payable in cash. The aggregate amount payable upon an Event of Default is referred to in the Debentures as the “Mandatory Prepayment Amount.”

The Mandatory Prepayment Amount of a Debenture is equal to as the sum of: (i) the greater of: (A) 120% of the principal amount of such Debenture, plus all accrued and unpaid interest thereon, or (B) the principal amount of such Debenture, plus all other accrued and unpaid interest thereon, divided by the Conversion Price on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Mandatory Prepayment Amount is demanded or otherwise due or (y) the date the Mandatory Prepayment Amount is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Debentures. The current Conversion Price of the Debentures is $0.50. VWAP is the volume-weighted average price of the Company’s common stock on the day in question.

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Business Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the "Pink Sheets" published by the Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers and reasonably acceptable to the Company.

The Company has commenced settlement negotiations with several of the debenture holders. There can be no assurances that an agreement will be reached. In the event a settlement cannot be reached, the Company will be required to record a charge to operations of approximately $300,000 for the excess of the mandatory prepayment amount over the principal balance.

Settlement of Litigation:

In May 2011, the Company entered into a settlement agreement with Raz-Lee.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “project,” “target,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of our management as well as assumptions made by and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our significant operating losses; uncertainty of capital resources; the speculative nature of our business; our ability to successfully implement new strategies; present and possible future governmental regulations; operating hazards; competition; the loss of key personnel; any of the factors in the “Risk Factors” section of our Annual Report on Form 10-K; other risks identified in this Report; and any statements of assumptions underlying any of the foregoing. You should also carefully review other reports that we file with the Securities and Exchange Commission. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

OVERVIEW

The following discussion should be read in conjunction with our financial statements, together with the notes to those statements, included elsewhere in this report. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

We are a software developer, publisher and systems integrator specializing in Auto Identification technology solutions. Our flagship product, MarkMagicTM, is a bar code, radio frequency identification (“RFID”) and forms middleware solution relied upon daily by thousands of customers worldwide. It helps customers easily integrate bar code labels, RFID technology and electronic forms into their business systems.

EdgeMagic®, first released in February 2008, is an integrated RFID control solution that is highly scalable. It is designed to manage edge readers and analog control devices, commission, read, filter and verify RFID tags to comply with Electronic Product Code (EPC) compliance mandates, as well as for asset tracking applications and integration with popular ERP and Warehouse Management application packages.

Our software solutions run on all major computing platforms including IBM Power Systems (System i, iSeries, AS/400, AIX) as well as Linux, Unix, and Microsoft Windows.

~~-16-~~15

Comparison of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010:

The following table summarizes certain aspects of our results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010.

	Three months ended												~~Nine months ended~~
	September 30,												September 30,
	March 31,
	2010			2009			Change $			Change %			2010			2009			Change $			Change %
	2011			2010			Change $			Change %
Revenues
Products	$	96330,~~592~~623		$	~~105~~203,~~065~~568		$	(8127,~~473~~055	)		-862	%	$	~~550,584~~		$	~~491,207~~		$	~~59,377~~			12	%
Services		~~207~~208,~~523~~220			~~175~~169,~~333~~232			3238,~~190~~988			1823	%		~~613,908~~			~~514,044~~			~~99,864~~			19	%
Total Revenues		~~304~~538,~~115~~843			~~280~~372,~~398~~800			23166,~~717~~043			845	%		~~1,164,492~~			~~1,005,251~~			~~159,241~~			16	%
Direct Costs
Equipment Purchases	$	11129,~~419~~831		$	1951,~~486~~796		$	(878,~~067~~035	)		~~-41~~151	%	$	~~75,732~~		$	~~163,985~~		$	~~(88,253~~	)		~~-54~~	%
Royalties & Consulting		727,~~500~~623			913,~~374~~619			(114,~~874~~004	)		~~-20~~103	%		~~28,619~~			~~39,576~~			~~(10,957~~	)		~~-28~~	%
Total Direct Costs	$	18157,~~919~~454		$	2865,~~860~~415		$	(992,~~941~~039	)		~~-34~~141	%	$	~~104,351~~		$	~~203,561~~		$	~~(99,210~~	)		~~-49~~	%
% of total revenues		629	%		1018	%								9	%		20	%
Gross margin	$	~~285~~381,~~196~~389		$	~~251~~307,~~538~~385		$	3374,~~658~~004			1324	%	$	~~1,060,141~~		$	~~801,690~~		$	~~258,451~~			32	%
% of total revenues		9471	%		9082	%								91	%		80	%
Research and development costs	$	6461,~~898~~543		$	4946,~~308~~435		$	15,~~590~~108			3233	%	$	~~170,628~~		$	~~150,441~~		$	~~20,187~~			13	%
% of total revenues		2111	%		1812	%								15	%		15	%
Sales and marketing expenses	$	2039,~~088~~418		$	2623,~~271~~143		$	(616,~~183~~275	)		~~-24~~70	%	$	~~110,195~~		$	~~101,340~~		$	~~8,855~~			9	%
% of total revenues		7	%		96	%								9	%		10	%
General and administrative expenses	$	~~320~~322,~~994~~923		$	~~316~~318,~~020~~222		$	4,~~974~~701			21	%	$	~~952,665~~		$	~~1,008,094~~		$	~~(55,429~~	)		-5	%
% of total revenues		~~106~~60	%		~~113~~85	%								82	%		~~100~~	%
Interest expense	$	3928,~~682~~178		$	5352,~~754~~586		$	(1424,~~072~~408	)		-2646	%	$	~~145,060~~		$	~~353,944~~		$	~~(208,884~~	)		~~-59~~	%
% of total revenues		135	%		1914	%								12	%		35	%
Other income (expenses)	$	(1,149,151	)	$	(5,033	)	$	(1,114,118	)		22732	%	$	(1,763,264	)	$	(58,450	)	$	(1,704,814	)		2917	%
Other Income (Expenses)	$	4		$	(4,924	)	$	4,928			-100	%
% of total revenues		~~-378~~0	%		-21	%								~~-151~~	%		-6	%
Net income (loss)	$	(1,309,617	)	$	(198,848	)	$	(1,110,769	)		559	%	$	(2,081,671	)	$	(870,579	)	$	(1,211,092	)		139	%
Loss Before Taxes	$	(70,669	)	$	(137,925	)	$	67,256			-49	%
% of total revenues		-13	%		-7137	%											~~-87~~	%

-17-

Revenues

~~Total~~Revenues ~~revenues~~were $538,843 and $372,800 for the three ~~and nine~~ months ended ~~September~~March 3031, 2011 and 2010, asrespectively. ~~compared~~This tois ~~the~~an ~~same~~increase ~~period~~of ~~in 2009, increased by~~ approximately 845% ~~and 16%, respectively~~. New MarkMagic features previously released have met with positive reception from new and existing customers. Sales for our most recent RFID product, EdgeMagic, began to pick up this year, mirroring the general trend of increased market acceptance of RFID technology. Demand for services has showed an increase ~~for the three-month and nine-month periods~~ as well. We expect these trends to continue contributing to positive growth in revenues over the course of the year.

Direct Costs

The ~~cost~~costs for equipment ~~purchases for the three months ended September 30, 2010 were lower as compared to the same period in 2009 principally due to a sale from earlier in the year~~ that was ~~canceled~~resold into ~~the~~customers ~~third~~increased ~~quarter,~~by ~~resulting~~151% ~~in a vendor credit. The cost~~ for ~~equipment purchases for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 ~~was 49% lower~~ as compared to ~~2009~~March 31, 2010 due to aincreased ~~decrease in~~ sales of ~~lower profit~~ hardware products.

Gross Margin

Gross Margin as a percentage of sales for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 as compared to the same period in ~~2009~~2010 increased ~~by 13~~24% ~~and 32%, respectively~~. This was due to the improved product sales mix of increased sales of higher profit software ~~products and a decrease in sales of lower profit hardware products~~.

~~Software~~Research and Development Costs

~~Software~~Research and development costs increased 33% for the three months ended March 31, 2011 as compared to March 31, 2010. These costs consist primarily of compensation of development personnel, related overhead incurred to develop EdgeMagic and upgrades, and to enhance our current products and fees paid to outside consultants. Substantially all of these expenses have been incurred by us in the United States. Software development costs are accounted for in accordance with ACS 985-20-25, Research and Development Costs of Computer Software, under which we are required to capitalize software development costs between the time technological feasibility is established and the product is ready for general release. Costs that do not qualify for capitalization are charged to research and development expense when incurred. Our EdgeMagic software product was available for general release on September 1, ~~2009~~2010, and all costs after that date have been expensed in accordance with ACS 985-20-25. During the three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009, the software development costs that were expensed were $64,898 and $49,308, respectively. During the nine months ended September 30,~~ 2010 ~~and 2009~~, the software development costs that were expensed were $~~170~~61,~~628~~543 and $~~150~~46,~~441~~435, respectively. Software development costs increased slightly ~~this~~in ~~year~~2011 due to enhancements to our MarkMagic and EdgeMagic products.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of commissions, ~~and~~trade shows, advertising and promotional expenses. The 70% increase in absolute dollars for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 as compared to the same ~~periods~~period in ~~2009~~2010 is due to higher commissions paid as a result of higher revenues and participation in trade show events.

General and Administrative ~~Expenses~~Expense

General and administrative expenses consist primarily of costs associated with our executive, financial, human resources and information services functions. General and administrative expenses increased inslightly ~~absolute dollars~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 as compared to the same ~~periods~~period in ~~2009 primarily due to our Board of Director's (the "Board") decision to issue common stock to certain consultants for services rendered~~2010.

Interest Expense

Interest expense ~~represents~~for the three months ended March 31, 2011 as compared to the same period in 2010 decreased by 46% from $52,586 for the three months ended March 31, 2010 to $28,178 for the three months ended March 31, 2011. Interest expense in 2010 represented interest accrued on, and amortization of deferred financing cost related to, the 8% Convertible Debentures originally due April 10, ~~2009~~2010 (the “Debentures’). Amortization of these deferred finance costs ceased in April ~~2009~~2010 and standard interest continued to accrue on them. ~~During~~On ~~the~~June ~~nine months ended September 30~~8, 2010, holders of our Debentures inhaving ~~the~~an aggregate principal ~~amounts~~amount of $21,~~490~~445,000 converted outstanding interest due through April ~~2009~~2010 into shares of ~~our~~ common stock. On the same date, ~~par~~16 ~~value~~holders ~~$0.001~~of ~~per~~Debentures ~~share~~having ~~(the~~an ~~“Common~~aggregate ~~Stock”)~~principal amount of $1,045,000 ~~resulting~~agreed into ~~decreased~~exchange ~~interest~~their ~~expenses~~Debentures for ~~the~~a ~~nine~~new ~~months~~class ~~ended~~of ~~September~~preferred ~~30,~~stock ~~2010~~of asthe ~~compared~~Company having terms similar to those in the ~~same~~Debentures. ~~period~~This reduction in ~~2009~~principal on which interest was calculated resulted in decreased interest expense for the three months ended March 31, 2011.

-18-

Other Income (Expenses)

WeOther ~~had other~~ income ~~(expenses) of $1,188,833~~ and ~~$1,908,324~~expenses decreased for the three~~-months~~ ~~and nine-~~months ended ~~September~~March 3031, ~~2010,~~2011 asdue ~~compared~~ to ~~$58,787~~a ~~and~~loss ~~$412,394 for the same periods last year. While the other income (expenses) for the year ended December 31, 2009 consisted primarily of interest expenses, most of which was accrued~~ on the ~~outstanding~~8% ~~Debentures,~~debenture ~~other~~default ~~income~~recorded (expenses) for the nine-months ended September 30, 2010 consisted primarily of valuation adjustments resulting from the restructuring and exchange of the Debentures (the “Exchange”). These charges consisted of (i) the revaluation of new Class B Warrants issued to the Debenture holders in ~~exchange for their outstanding Class B Warrants; (ii)~~ the cost of providing Debenture holders with shares of our Common Stock in payment of accrued interest, which was valued in excess of the balances due under the Debentures; and (iii) the cost of issuing preferred stock, valued in excess of the Debenture carrying amounts, in exchange for certain Debentures, resulting in aggregate charges of $1,195,335 and $1,934,619 for the three~~-months~~ ~~and nine-~~months ended ~~September~~March 3031, 2010.

The Exchange also decreased the principal due under the Debentures by approximately $1,170,000. As a result, interest expenses decreased by approximately $14,000 and $209,000 for the three-months and nine-months ended September 30, 2010, respectively.17

Provision for Income Taxes

The provision for income taxes consists of provisions for ~~federal and~~ state ~~income~~franchise taxes.

We recorded no income tax expense or benefit for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010. The effective tax rate of 0% differs from the statutory U.S. federal income tax rate of 35% primarily due to increases in valuation allowance for deferred tax asset that we believe we are unlikely to be able to realize.

Liquidity and Capital Resources

The following table summarizes our cash and cash equivalents, working capital, long-term debt and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010.

	Nine months ended September 30,
	Three months ended
	2010			2009			Change $			Change %
	March 31,
Cash and cash equivalents	$	52,008		$	29,421			22,587			76	%
	2011			2010			Change $			Change %
Working capital deficit		(2,442,139	)		(3,949,863	)		(1,507,724	)		(38	%)
Cash and cash equivalents		44,978			59,258			(14,280	)		-32	%
Net cash used in operating activities		(37,175	)		(39,780	)		(2,605	)		(6	%)
Working capital deficit		(2,429,475	)		(4,090,884	)		1,661,409			-68	%
Net cash used in investing activities		(16,357	)		(1,390	)		(14,967	)		(1076	%)
Net cash provided by (used in) operating activities		28,018			(43,342	)		71,360			255	%
Net cash provided by financing activities		47,500			-			47,500			100	%
Net cash used in investing activities		(7,375	)		(2,939	)		(4,436	)		60	%
Net cash provided by financing activities		-			47,500			(47,500	)		-100	%

As of ~~September~~March 3031, ~~2010~~2011, our principal source of liquidity was cash of approximately $5245,000. Our operations ~~used~~provided $3728,~~175~~018 in cash during the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 as compared to operations using $3943,~~780~~342 for the same period in ~~2009~~2010.

To sustain operations under our current structure, we need cash of approximately $110,000 per month to fund research and administrative expenses. We believe that we will be able to meet that continuing obligation at our current sales level ~~while continuing to pay down existing trade obligations at a moderate rate~~.

Our working capital ~~deficiency~~deficit was approximately $2,~~400~~429,000 at ~~September~~March 3031, ~~2010~~2011. The ~~deficiency~~deficit in working capital included approximately $1,~~430~~420,000 in liabilities related to the ~~convertible~~Convertible ~~debentures,~~Debentures. asIt ~~well~~also asincluded approximately $~~387~~426,000 in deferred revenues that require settlement in future services rather than cash.

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2010,~~2011 ~~our~~and ~~Board resolved to issue 140~~2010,~~250~~ ~~shares of Common Stock to two consultants for services rendered. These shares were authorized, but~~ the ~~certificates~~Company ~~evidencing~~issued ~~these~~no shares ~~have~~of ~~not~~common ~~been issued~~stock.

As of the ~~third~~first quarter of ~~2010~~2011, we ~~are~~generated ~~operating~~positive ~~at better than break-even on a~~ cash flow ~~basis~~of $20,643. This is due to an upturn in business that we believe may be a result of the overall improvement in the general business environment, positive market acceptance of new product features, as well as our success in maintaining tight control on expenses. We see a recent positive trend in customer interest in RFID in general and in our EdgeMagic product in particular. Wal-Mart’s ~~recent~~implementation ~~announcement~~of ~~that it is implementing~~ RFID tracking throughout ~~their~~its stores for selected apparel goods is a positive sign. Apparel suppliers represent a large segment of our customer base. Wal-Mart is often a pioneer in new technology, with other retailers following suit. ~~JCPenney~~JC Penney and Dillard’s have already joined Wal-Mart in encouraging their suppliers - among them a number of CYBRA customers - to tag their apparel goods at the item level. We therefore, expect increased interest in EdgeMagic to meet anticipated retailer compliance requirements over the course of ~~2010 and in~~ 2011. ~~We believe we will sustain a positive cash flow throughout 2010.~~

~~-19-~~18

Non-Cash Expense Items

During the three months ended March 31, 2011, there were transactions and events resulting in non-cash expenses that affected our net income.

The following table summarizes the non-cash expense items, total amount and percentage of our net loss for the three months ended March 31, 2011 and 2010:

	2011			2010

Cash and non cash items in net loss
Cash	$	16,746		$	(18,580	)
Non cash		(87,415	)		(119,345	)
Net loss		(70,669	)		(137,925	)

Summary of non cash items
Loss on debenture valuation adjustment		-			(4,931	)
Interest Expense		(28,178	)		(52,586	)
Depreciation		(59,237	)		(61,828	)
Total Non-Cash Items	$	(87,415	)	$	(119,345	)

Percentage of Net Loss		124	%		87	%

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Executive Officer and our interim Chief Financial Officer. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management (including the chief executive officer and chief financial officer) to allow timely decisions regarding required disclosure and that our disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

During the last fiscal quarter, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The information relating to legal proceedings contained in Note 8(c) to the Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

ITEM 23. ~~UNREGISTERED~~ DEFAULTS ~~SALES~~UPON OFSENIOR ~~EQUITY~~ SECURITIES ~~AND USE OF PROCEEDS~~.

InThe ~~the~~amended ~~third~~8% ~~quarter~~Convertible ofDebentures ~~2010,~~with ~~two~~a ~~holders~~principal balance of ~~our~~$1,420,000 8%were ~~Convertible Debentures~~ due on April 1011, 2011 ~~(the~~and, ~~“Amended~~as ~~Debentures”)~~of ~~converted~~the ~~$15,000~~date of this report, the ~~principal~~Company ~~amount~~is ofin ~~Amended~~payment ~~Debentures~~default ~~into~~on ~~30,000~~this ~~shares~~obligation. ofManagement ~~our~~has ~~Common~~commenced ~~Stock~~negotiations with the holders of these debentures. ~~Each~~ ~~Amended~~The ~~Debentures~~effects ~~allows~~of ~~the~~unsuccessful ~~holder~~negotiations ~~thereof~~or tothe ~~convert~~impact on the ~~principal~~Company’s ~~into~~financial aposition ~~number~~and results of ~~shares~~operations ofhave ~~Common~~not ~~Stock~~been determined.

~~The~~ITEM ~~issuance of the above shares of Common Stock was made pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")~~6. EXHIBITS.

In addition, on August 3, 2010, our Board authorized the issuance of 275,000 shares of our Common Stock to two consultants in exchange for services rendered. The shares were valued at $0.51 per share, which was the quoted market price on July 28, 2010, the last day our Common Stock was publicly traded prior to the date of issuance, for total compensation of $140,250.

The securities were issued as follows:

Provider of Services

Shares of Common Stock

Type of Services

Cost Basis

Date of Issuance

Nathan Retek

150,000

Investor Relations

76,500

8/3/2010

Shmilly Gruenstein

125,000

Investor Relations

63,750

8/3/2010

The issuance of the above shares of Common Stock was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act.

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ITEM 6.EXHIBITS.

(a) Exhibits.

31.1	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1	Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2	Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

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SIGNATURES

Pursuant to the requirements 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.

Date: November 18, 2010	CYBRA Corporation
	By:	/s/ Harold Brand
		Harold Brand
		Chief Executive Officer and
		Interim Chief Financial Officer

Date: May 16, 2011

CYBRA CORPORATION

By:	/s/ Harold Brand
	Name:	Harold Brand
	Title:	Chief Executive Officer and
		Interim Chief Financial Officer

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