UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 2625, 2011

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

Commission file number 000-51645

GLENROSE INSTRUMENTS INC.

(Exact name of Registrant as specified in its charter)

Delaware	20-3521719
(State of incorporation or organization)	(IRS Employer Identification No.)
45 First Avenue
Waltham, Massachusetts	02451
(Address of Principal Executive Offices)	(Zip Code)

45 First Avenue
Waltham, Massachusetts	02451
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 622-1120

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes x No ¨~~

Yes x 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. (Check One):

Large accelerated filer ¨	Accelerated filer ¨

Non –accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

Yes ¨ No x

Title of each class		Outstanding at ~~June~~September 2625, 2011
Common Stock, $0.01 par value		3,112,647

GLENROSE INSTRUMENTS INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDING ~~JUNE~~SEPTEMBER 2625, 2011

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
	Condensed Consolidated Balance Sheets – June 26, 2011 (unaudited) and December 26, 2010	3
	Condensed Consolidated Statement of Operations – Three Months Ended June 26, 2011 and June 27, 2010 (unaudited)	5
	Condensed Consolidated Statement of Operations – Six Months Ended June 26, 2011 and June 27, 2010 (unaudited)	6
	Condensed Consolidated Statement of Cash Flows – Six Months Ended June 26, 2011 and June 27, 2010 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4T:	Controls and Procedures	20
	PART II - OTHER INFORMATION
Item 1A:	Risk Factors	21
Item 6:	Exhibits	21
Signatures		22

PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets – September 25, 2011 (unaudited) and December 26, 2010	3

	Condensed Consolidated Statement of Operations – Three Months Ended September 25, 2011 and September 26, 2010 (unaudited)	5

	Condensed Consolidated Statement of Operations – Nine Months Ended September 25, 2011 and September 26, 2010 (unaudited)	6

	Condensed Consolidated Statement of Cash Flows – Nine Months Ended September 25, 2011 and September 26, 2010 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4T:	Controls and Procedures	21

PART II - OTHER INFORMATION

Item 1A:	Risk Factors	22

Item 6:	Exhibits	22

Signatures		23

References in this Form 10-Q to “we”, “us”, “our”, the “company” “GlenRose Instruments” and “GlenRose” refers to GlenRose Instruments Inc. and its consolidated subsidiaries, unless otherwise noted.

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

GLENROSE INSTRUMENTS INC.

CONSOLIDATED BALANCE SHEETS

As of ~~June~~September 2625, 2011 and December 26, 2010

	June 26,		December 26,
	September 25,		December 26,
	2011		2010
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	115,~~957,005~~653	$	1,669,868
Short-term investments		12,305		12,305
Accounts receivable (net of allowances of $25,923and $26,120 for 2011 and 2010, respectively)		4,290,330		4,376,929
Accounts receivable (net of allowances of $24,320 and $26,120 for 2011 and 2010, respectively)		5,336,701		4,376,929
Unbilled contract receivables		~~249~~237,~~254~~575		370,887
Due from related party		42,858		42,858
Supply inventory		6970,~~283~~785		60,271
Prepaid expenses		~~411~~210,~~645~~009		~~150~~97,~~515~~450
Other receivables		8737,~~464~~714		58,464
Income tax receivable		~~46,450~~-		161,356
Deferred tax asset		~~477~~484,~~921~~167		474,235
Assets held for sale		1,~~045~~047,367		1,045,367
Total current assets		87,~~689~~495,~~882~~134		8,~~423~~369,~~055~~990
Property, plant and equipment, net		1,~~547~~510,~~402~~165		1,557,088
Other assets
Restricted cash		451,000		450,000
Deferred financing costs		65,690		104,499
Deposits		53,065		53,065
Deferred financing costs		87,346		104,499
Goodwill		2,740,913		2,740,913
Total other assets		3,~~257~~332,~~603~~324		3,~~295~~348,~~412~~477
TOTAL ASSETS	$	1312,~~494~~337,~~887~~623	$	13,275,555

The accompanying notes are integral part of these consolidated financial statements

GLENROSE INSTRUMENTS INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

As of ~~June~~September 2625, 2011 and December 26, 2010

	June 26,			December 26,
	September 25,			December 26,
	2011			2010
	(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	~~210~~1,~~639~~181,159		$	653,130
Accrued expenses		492,270			363,327
Deferred revenue		426,835			-
Accrued employee-related costs		2,053,633			1,972,581
Accrued expenses		296,229			363,327
Accrued interest, related party		38,064			48,750
Accrued employee-related costs		1,724,150			1,972,581
Notes payable, current portion		40,175			13,978
Accrued interest, related party		5,254			48,750
Due to related party		8,568			8,002
Line of credit payable		696,570			-
Capital lease obligations		11,318			10,752
Term note payable, current portion		142,857			-
Income taxes payable		497,866			18,130
Notes payable, current portion		52,578			13,978
Total current liabilities		3,352,533			3,088,650
Due to related party		22,286			8,002
Capital lease obligations, current portion		11,612			10,752
Income taxes payable		351,979			18,130
Total current liabilities		4,911,509			3,088,650
Long-term liabilities
Convertible debentures due to related parties		~~3,800,000~~-			4,875,000
Capital lease obligations, net of current portion		32,723			38,527
Term note payable, net of current portion		857,143			-
Notes payable, net of current portion		3336,~~684~~998			13,634
Deferred tax liability		405,466			427,198
Capital lease obligations, net of current portion		29,707			38,527
Other long-term liabilities		30,013			134,552
Deferred tax liability		394,599			427,198
Total liabilities		7,654,419			8,577,561
Other long-term liabilities		27,025			134,552
Total liabilities		6,256,981			8,577,561
Stockholders' equity
Common stock ($0.01 par value; 10,000,000 shares authorized; 3,117,647 shares issued and outstanding at June 26, 2011 and December 26, 2010)		31,176			31,176
Common stock ($0.01 par value; 10,000,000 shares authorized; 3,117,647 shares issued and outstanding at September 25, 2011 and December 26, 2010)		31,176			31,176
Additional paid-in-capital		78,~~990~~001,~~878~~338			7,972,098
Accumulated deficit		(21,~~181~~951,~~586~~872	)		(3,305,280	)
Total stockholders' equity		56,~~840~~080,~~468~~642			4,697,994
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1312,~~494~~337,~~887~~623		$	13,275,555

The accompanying notes are integral part of these consolidated financial statements

GLENROSE INSTRUMENTS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010

	Three Months Ended
	June 26,			June 27,
	September 25,			September 26,
	2011			2010
	(unaudited)			(unaudited)
Revenues	$	1011,~~977~~016,~~919~~348		$	109,~~108~~898,~~458~~694
Cost of sales		9,~~485~~926,~~748~~112			98,~~095~~894,~~189~~138
Gross profit from operations		1,~~492~~090,~~171~~236			1,~~013~~004,~~269~~556
General and administrative expenses		~~520~~579,~~885~~154			~~500~~487,~~915~~391
Operating income		~~971~~511,~~286~~082			~~512~~517,~~354~~165
Other income (expense)
Interest and other income		~~671~~1,122			~~675~~5,357
Interest expense		(5697,~~298~~102	)		(~~179~~352,~~248~~102	)
Total other expense		(5595,~~627~~980	)		(~~178~~346,~~573~~745	)
Income from operations, before income taxes		~~915~~415,~~659~~102			~~333~~170,~~781~~420
Provision for income taxes		(~~198~~185,~~500~~388	)		-
Net income	$	~~717~~229,~~159~~714		$	~~333~~170,~~781~~420
Net income per share - basic and diluted	$	0.2307		$	0.1105
Weighted average shares outstanding - basic and diluted		3,102,647			3,102,647
Weighted average shares outstanding -
basic and diluted		3,102,647			3,102,647

The accompanying notes are integral part of these consolidated financial statements

GLENROSE INSTRUMENTS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the ~~Six~~Nine Months Ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010

	Six Months Ended
	Nine Months Ended
	June 26,			June 27,
	September 25,			September 26,
	2011			2010
	(unaudited)			(unaudited)
Revenues	$	2132,~~834~~850,~~241~~589		$	2029,~~018~~917,~~327~~021
Cost of sales		1928,~~037~~963,~~333~~445			1826,~~078~~973,~~956~~094
Gross profit from operations		23,~~796~~887,~~908~~144			12,~~939~~943,~~371~~927
General and administrative expenses		1,~~094~~673,~~713~~867			1,~~027~~515,~~670~~061
Operating income		12,~~702~~213,~~195~~277			~~911~~1,~~701~~428,866
Other income (expense)
Interest and other income		12,~~547~~669			510,~~388~~745
Interest expense		(~~125~~222,~~731~~833	)		(~~358~~710,~~612~~714	)
Total other expense		(~~124~~220,~~184~~164	)		(~~353~~699,~~224~~969	)
Income from operations, before income taxes		1,~~578~~993,~~011~~113			~~558~~728,~~477~~897
Provision for income taxes		(~~454~~639,~~317~~705	)		-
Net income	$	1,~~123~~353,~~694~~408		$	~~558~~728,~~477~~897
Net income per share - basic and diluted	$	0.3644		$	0.1823
Weighted average shares outstanding - basic and diluted		3,102,647			3,102,647
Weighted average shares outstanding -
basic and diluted		3,102,647			3,102,647

The accompanying notes are integral part of these consolidated financial statements

GLENROSE INSTRUMENTS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010

	June 26,			June 27,
	September 25,			September 26,
	2011			2010
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,~~123~~353,~~694~~408		$	~~558~~728,~~477~~897
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		~~245~~362,~~799~~359			~~203~~315,~~669~~189
Provision for deferred income taxes		(2542,~~418~~531	)		-
Amortization of deferred financing costs		3817,~~809~~153			60315,~~000~~388
Stock-based compensation		1829,~~780~~240			4259,~~832~~694
Bad debt expense		(~~197~~1,800	)		-
Gain on maturities of short-term investments		-			(5,815	)
Loss on disposal of fixed assets		-			(3,132	)
Change in fair value of certificates of deposit		-			1,418
Changes in operating assets and liabilities
(Increase) decrease in:
Accounts receivable		86(957,~~796~~972	)		(1989,~~150,264~~050	)
Restricted cash		(1,000	)		(35,000	)
Other receivables		(29,000	)		(44,436	)
Due from related party		-			(42,858	)
Unbilled contract receivables		121,633			253,396
Other receivables		20,750			993
Prepaid expenses		(261,130	)		(85,035	)
Unbilled contract receivables		133,312			307,600
Inventory		(9,012	)		3,524
Prepaid expenses		(112,559	)		(66,843	)
Income tax receivable		114,906			-
Inventory		(10,514	)		4,888
Assets held for sale		(2,000	)		-
Income tax receivable		161,356			-
Increase (decrease) in:
Accounts payable		~~(442~~528,~~491~~029	)		(~~174~~328,~~195~~419	)
Notes payable		46,247			-
Accrued interest, related party		(43,496	)		(235,096	)
Accrued interest, related party		(10,686	)		(113,971	)
Due to related party		14,284			(16,545	)
Due to related party		566			(31	)
Deferred revenue		426,835			77,477
Deferred revenue		-			197,962
Other long-term liabilities		(107,527	)		70,193
Other long-term liabilities		(104,539	)		32,351
Other accrued liabilities		18,320			12,032
Other accrued liabilities		689,731			319,830
Net cash provided by operating activities		1,785,647			175,408
Net cash provided by operating activities		1,603,488			64,712
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(~~236~~315,~~113~~436	)		(~~103~~125,~~815~~778	)
Proceeds from the sale of short-term investments		-			110,~~449~~048,~~384~~611
Purchases of short-term investments		-			(1,250,259	)
Net cash (used in) provided by investing activities		(315,436	)		9,922,833
Net cash (used in) provided by investing activities		(236,113	)		95,310
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligations		(5,238	)		(7,139	)
Redemption of convertible debentures		(4,875,000	)		(10,000,000	)
Redemption of convertible debentures		(1,075,000	)		-
Proceeds from term note payable		1,000,000			-
Net cash used in financing activities		(1,080,238	)		(7,139	)
Advance on line of credit		6,389,617			-
Net increase in cash and cash equivalents		287,137			152,883
Proceeds from notes payable		77,502
Payments on line of credit		(5,693,047	)		-
Payments on notes payable		(15,538	)		-
Principal payments on capital lease obligations		(7,960	)		(11,067	)
Net cash used in financing activities		(3,124,426	)		(10,011,067	)
Net increase in cash and cash equivalents		(1,654,215	)		87,174
Cash and cash equivalents, beginning of the period		1,669,868			1,012,250
Cash and cash equivalents, ending of the period	$	1,957,005		$	1,165,133
Cash and cash equivalents, end of the period	$	15,653		$	1,099,424

The accompanying notes are integral part of these consolidated financial statements

GLENROSE INSTRUMENTS INC.

Notes to Interim Financial Statements (Unaudited) for the period ending ~~June~~September 2625, 2011

Note 1 – Organization and Significant Accounting Policies:

Organization

GlenRose Instruments Inc., a Delaware corporation, or the company, we, our, or us, was incorporated in September 2005 by the GlenRose Partnership L.P., or the GlenRose Partnership, a private-equity partnership with its headquarters in Waltham, Massachusetts. The company was organized to serve as a holding company through which the GlenRose Partnership’s partners would hold the shares of Eberline Services, Inc. or Eberline Services or ESI (all of which had previously been held by the GlenRose Partnership). In order to effect such change in structure, the GlenRose Partnership entered into a stock exchange agreement with the company in September 2005 pursuant to which all outstanding shares of Eberline Services owned by the GlenRose Partnership were exchanged for 3,000,000 shares of common stock of GlenRose Instruments. As a result of this exchange, the GlenRose Partnership owned all of the outstanding stock of the company, and the company owned all of the outstanding stock of its subsidiary, ESI.

GlenRose Instruments, through Eberline Services and its subsidiaries, provides radiological services and operates a radiochemistry laboratory network, as well as provides radiological characterization and analysis, hazardous, radioactive and mixed waste management, and facility, environmental, safety and health management. The subsidiaries of Eberline Services are Eberline Services Hanford, Inc. or ESHI, Eberline Analytical Corporation, Benchmark Environmental Corp., and Lionville Laboratory Inc., or Lionville.

In March 2011 the company retained the services of Raymond James & Associates, Inc. to act as its sole, external investment banking advisor in helping the company evaluate strategic alternatives, including the possible sale of all or a material portion of the assets or securities of the company to, or merger of the company with, various third parties. On October 14, 2011, the company terminated the engagement with Raymond James & Associates. Starting in the fourth quarter the company will increase its efforts in the development and manufacturing of a line of radiation monitoring instruments.

As of ~~June~~September 2625, 2011, the company has three segments – the Environmental Services segment, the Analytical Laboratories segment and the Instruments segment. The Environmental Services operating segment provides radiological and waste management services primarily to the federal government in connection with the clean-up of the former and present atomic weapons and energy sites operated by the federal government. The Analytical Laboratories operating segment provides analytical radiological services and involves the operation of a radiochemistry laboratory network and a radioactive check source manufacturing facility. The Instruments segment was formed in 2006 with the intent to acquire instrument companies, which have well-established and proven technology. This segment also includes the research and development of a new line of instruments that the company expects to begin ~~marketing~~manufacturing ~~efforts~~later inthis ~~the second half of 2011~~year. As of the date of this report the company has not made any commitments, nor has it acquired any instrument businesses.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the company and its subsidiaries. All significant intercompany transactions have been eliminated. In the opinion of management, the unaudited financial statements contain all adjustments (all of which were considered normal and recurring) necessary to present fairly the company's financial position at ~~June~~September 2625, 2011, and the results of operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010. The unaudited financial statements included herein should be read in conjunction with the audited financial statements and notes thereto included in the company’s Form 10-K for the year ended December 26, 2010.

Reclassifications

Certain prior period balances have been reclassified to conform with current period presentation.

Fiscal Year

The company’s fiscal year-end is the last Sunday of each calendar year. Each quarter is comprised of two four-week and one five-week period to ensure consistency in prior-year comparative analysis. The company changed the fiscal year-end to the current format in 2006. The previous fiscal year-end was December 26, 2010.

Use of Estimates in Preparation of Statements

The preparation of financial statements in conformity with generally accepted accounting principles, or GAAP, requires management to make estimates and underlying assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

GLENROSE INSTRUMENTS INC.

Use of Estimates in Preparation of Statements

Concentration of Credit Risk

Financial instruments, which potentially subject the company to concentrations of credit risk, consist of highly liquid cash equivalents and trade receivables. The company’s cash equivalents are placed with certain financial institutions and issuers. At ~~June~~September 2625, 2011, the company ~~had~~did anot ~~balance~~have ofany ~~$2,170,310 in~~ cash and cash equivalents, short-term investments and restricted cash that exceeded the Federal Deposit Insurance Corporation limit of $250,000.

The company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The company provides for an allowance for doubtful accounts on receivable balances based upon the expected collectability of such receivables. Federal and state governments collectively account for more than 90% of all revenues for the three month periods ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010. Two of the company’s customers account for more than 10% of revenue and trade accounts receivable. One customer represented approximately 7673% and 70% of revenue and 3339% and 4674% of trade accounts receivable for the three months ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010, respectively and approximately 7877% and 7170% of revenue and 3339% and 4674% of trade accounts receivable for the ~~six~~nine month periods ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010, respectively. The other customer represented approximately 09% and 154% of revenue and 320% and 225% of trade accounts receivable for the three months ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010, respectively and approximately 03% and 1310% of revenue and 320% and 225% of trade accounts receivable for the ~~six~~nine month period ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010, respectively.

Revenue Recognition

Revenue for laboratory services is recognized upon completion of the services and the shipment of the related data packages to the company’s customers. Revenue for government service contracts is recognized as the services are performed. Revenues are recognized based upon actual costs incurred plus specified fees or actual time and materials as required. The company performs certain contracts that are audited by either the Defense Contract Audit Agency, or the DCAA, or Los Alamos National Laboratories Internal Audit. Such contracts may be subject to adjustment dependent upon such factors as provisional billing rates or other contract terminology. The company records as revenue what it considers to be allowable costs under government service contracts. Calculations of allowable overhead and profit may also change after audits by the DCAA for cost reimbursable type contracts. Contracts are normally settled during the audit year the contract terminates performance and is submitted for closure. The company is currently audited and settled through December 2005 for all contracts subject to review by DCAA and audited through December 2002 for contracts subject to review by the Los Alamos Internal Audit. Contracts performed ~~before~~after ~~either~~ 2005 for DCAA purposes, or after 2002 ~~respectively~~for ~~that~~the Los Alamos Internal Audit, and are either active or have not been submitted for closure may be subject to adjustment during subsequent audits during the year they are closed and audited.

The company is engaged principally in three types of service contracts with the federal government and its contractors:

Cost Reimbursable Contracts. Revenue from “cost-plus-fixed-fee” contracts is recognized on the basis of reimbursable contract costs incurred during the period plus an earned fee. Costs incurred for services which have been authorized and performed, but may not have been billed, are allocated with operational fringe, overhead, general and administrative expenses and fees, and are presented as Unbilled Contract Receivables on the accompanying consolidated balance sheets contained herein.

Time-and-Materials Contracts. Revenue from “time and material” contracts is recognized on the basis of man-hours utilized plus other reimbursable contract costs incurred during the period.

Fixed-Price Contracts. Revenue from “fixed-price” contracts is recognized on the percentage-of-completion method. For fixed-price contracts, the amount of revenues recognized is that portion of the total contract amount that the actual cost expended bears to the anticipated final total cost based on current estimates of cost to complete the project (cost-to-cost method). However, when it becomes known that the anticipated final total cost will exceed the contract amount, the excess of cost over the contract amount is immediately recognized as a loss on the contract. Recognition of profit commences on an individual project only when cost to complete the project can reasonably be estimated and after there has been some meaningful performance achieved on the project (greater than 10% complete). Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions (when applicable) and final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Claims and change orders are not recorded and recognized until such time as they have been accepted.

Direct costs of contracts include direct labor, subcontractors and consultants, materials and travel. The treatment of direct costs is outlined in the Federal Acquisition Regulations. The balance of costs, including facilities costs, insurance, administrative costs, overhead labor and fringe costs, are classified as either indirect costs or general and administrative expense and are allocated to jobs as a percentage of each division’s total cost base consistent with our approved cost structure. Direct materials, direct travel, other direct costs, and minor subcontract costs are passed through to the customer at cost, with or without fee depending on contract type and/or direct cost element and are burdened with general and administrative expenses. Major subcontracts are passed through at cost, without fee and are burdened with a material handling fee. The company is exempt from federal cost accounting standards coverage based on its size standard, but otherwise complies with applicable regulations.

GLENROSE INSTRUMENTS INC.

Goodwill

Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is subject to an impairment test annually. Goodwill is also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The company performs impairment testing at the reporting unit level. An impairment loss is recognized when the fair value of the discounted cash flows of the reporting unit including its tangible assets is less than the carrying value. Model assumptions are based on the company’s projections and best estimates using appropriate and customary market participant assumptions. Changes in forecasted cash flows or the discount rate would affect the estimated fair value of the reporting unity and could result in a goodwill impairment charge in a future period.

At ~~June~~September 2625, 2011, the company’s entire $2,740,913 goodwill balance was related to the Environmental Services segment which includes Eberline Services, ESHI and Benchmark Environmental Corp. The Analytical Laboratories goodwill was written off in prior years. No goodwill impairment was identified during the years ended December 26, 2010 and December 27, 2009. No events occurred or circumstances changed that required the company to further test goodwill for impairment during the ~~six~~nine month period ended ~~June~~September 2625, 2011.

Income Taxes

The company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The amount of such provisions is based on various factors, such as the amount of taxable income in the current and prior periods, and the likelihood of continued taxable income. Additionally, management is responsible for estimating the probability that certain tax assets or liabilities can and will be utilized in future periods. The company believes it records and/or discloses such potential tax liabilities as appropriate and has reasonably estimated its income tax liabilities and recoverable tax assets. During the three and ~~six~~nine month period ended ~~June~~September 2625, 2011, the company recorded a tax provision of $~~198~~185,~~500~~388 and $~~454~~639,~~317~~705, respectively. There was no tax provision recorded during the three and ~~six~~nine month period ended ~~June~~September 2726, 2010, as a result of the availability of net loss carryforwards.

Earnings per Common Share

The company computes basic earnings per share by dividing net income for the period by the weighted average number of shares of common stock outstanding during the period. The company computes its diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the company considers its shares issuable in connection with convertible debentures and stock options to be dilutive common stock equivalents when the exercise price is less than the average market price of the company’s common stock for the period. There ~~are~~were no dilutive common shares during the three and nine month ~~period~~periods ended ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010. See “Note 5 – Earnings per Share.”

Stock Based Compensation

Stock based compensation cost is measured at the grant date based on the estimated fair value of the award and is recognized as an expense in the statement of operations over the requisite service period. The fair value of stock options granted is estimated using the Black-Scholes option pricing valuation model. The company recognizes compensation on a straight-line basis for each separately vesting portion of the option award. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the average volatility of 20 companies in the same industry as the company. The average expected life is estimated using the simplified method for “plain vanilla” options. The simplified method determines the expected life in years based on the vesting period and contractual terms as set forth when the award is made. The company uses the simplified method for awards of stock-based compensation since it does not have the necessary historical exercise and forfeiture data to determine an expected life for stock options. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term which approximates the expected life assumed at the date of grant. When options are exercised the company normally issues new shares.

GLENROSE INSTRUMENTS INC.

Fair Value of Financial Instruments

~~The~~At ~~company~~September 25, 2011 the Company’s financial instruments ~~are~~include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, ~~convertible debentures and~~ capital lease obligations., line of credit payable, term note payable and notes payable. The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate ~~their~~ fair ~~values~~value based on their short-term nature. ~~Short-term investments are recorded at fair value.~~ The fair value of capital lease obligations and notes payable is estimated at its carrying value based on current rates. The ~~current~~carrying value of the ~~convertible~~Company’s ~~debentures~~line onof ~~the~~credit ~~balance~~and ~~sheet~~term atloan ~~June 26, 2011,~~ approximates its fair value asdue ~~the~~to ~~terms~~its ~~approximate~~variable ~~those~~interest ~~currently~~rate. ~~available~~Short-term ~~for~~investments ~~similar~~are ~~instruments.~~recorded at fair value. See “Note 6 – Fair Value Measurements.”

Recovery of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the remaining estimated useful life of such assets might warrant revision or that the balances may not be recoverable. If undiscounted cash flows are insufficient to recover the net book value of long-term assets further analysis is performed in order to determine the amount of the impairment. In such circumstances an impairment loss would be recorded equal to the amount by which the net book value of the assets exceeds fair value. Fair value is usually determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. No events occurred or circumstances changed at ~~June~~September 2625, 2011, that would indicate that the remaining net book value of the company’s long-lived assets are not recoverable.

Assets Held for Sale

The company owns property in Albuquerque, New Mexico. In 2009, the company entered into an agreement, subject to closing conditions, with a buyer to sell the property for approximately $1.9 million. At ~~June~~September 2625, 2011, $507,700 in land, $2,265,764 in buildings and improvements less $1,916,926 in accumulated depreciation is classified as “Assets held for sale” on the company’s balance sheet. The assets held for sale balance of $1,~~045~~047,367 also includes selling costs incurred to date of $37,477 and an accrual of $~~151~~153,352 towards decommissioning of the site. In 2010, the company submitted a detailed site assessment of the facility to the New Mexico Environmental Department, or NMED, as part of the closure process which was approved in June 2011. The company characterized and classified all radiological waste associated with the facility and all waste was crated and packaged for disposal in 2010. In January 2011, the company applied for a shipment permit to transfer the remaining waste to an appropriate facility, which was shipped during the quarter. The company is currently communicating with NMED on the report in preparation for the demolition of the building. The company believes that it has adequately accrued for decommissioning of the site; however, it is possible that additional funds up to $100,000 may be needed. The company expects to complete the sale in 2011.

Note 2 – Debt:

On July 25, 2008, the company entered into subscription agreements with four investors for the sale of convertible debentures in the aggregate principal amount of $14,875,000. The primary investor was Blum Strategic Partners IV, L.P., who subscribed for $12,000,000 of the debentures. Additional investors included John N. Hatsopoulos, the company’s Chairman of the board, Arvin H. Smith, the company’s President and Chief Executive Officer, and Philip Frost M.D., a holder of more than 10% of the outstanding equity securities of the company immediately prior to the sale of the debentures, who subscribed for $2,875,000 of debentures by exchanging existing promissory notes of the company for the debentures. The debentures ~~bear~~carried interest at 4%, payable quarterly in cash, and ~~mature~~matured on July 25, 2013. The debentures ~~will~~were be convertible at the option of the holder at any time into shares of common stock at a conversion price equal to $7.00 per share.

On July 23, 2010, the holders of the outstanding principal amount of the company’s convertible debentures, agreed to amend the debenture agreements to eliminate subsections (i) and (ii) of Section 6(a) of the debentures. With this amendment the holders gave the company the option to redeem any portion of the debentures by written notice to the holders; provided that a redemption notice is delivered by the company and be received by the holder of the debentures at least ten (10) trading days but not more than thirty (30) trading days prior to the date of the redemption. In connection with the amendment described above, the company redeemed $10,000,000 on August 9, 2010, $575,000 on January 13, 2011, and $500,000 on March 31, 2011. ~~At June 26, 2011, the company had $3,800,000 principal amount of convertible debentures outstanding.~~

On July 1, 2011, the company redeemed the outstanding amount of the convertible debentures with Blum Strategic Partners IV, L.P., in the principal amount of $3,065,546, plus accrued interest. In connection with that transaction, the company entered into a $500,000 Demand Note Agreement with John N. Hatsopoulos, the company’s Chairman of the Board, and into a $1,500,000 Demand Note Agreement with Arvin H. Smith, the company’s Chief Executive Officer. Both demand note agreements ~~accrue~~accrued interest at the rate of 4.50% per year.

GLENROSE INSTRUMENTS INC.

On August 31, 2011, the company entered into a line of credit agreement with Wells Fargo Bank for a $5,000,000 credit facility. The facility included a $1,000,000 term real-estate note, or Term Note, with a 7 year straight line amortization, at Libor plus 3.5%, and up to $4,000,000 in a revolving line of credit, or Line of Credit, for 5 years, at Libor plus 3.5%, based on a borrowing base of the company’s trade receivables subject to certain adjustments.

The Term Note and Line of Credit are payable by Eberline Services Inc., Eberline Services Hanford Inc., Eberline Analytical Laboratory Inc., and Lionville Laboratory Inc., subsidiaries of the Company. The Term Note is secured by the company’s real estate assets which are included in fixed assets which at September 25, 2011 had a net book value of $1,510,165. The Line of Credit is secured by the company’s trade receivables. The undrawn portion of the Line of Credit at September 25, 2011 was $3,342,540. The loan is also subject to various financial statement covenants including EBITDA, book value, and fixed charge coverage ratio. On August 31, 2011, the company borrowed $1,000,000 against the Term Note and $1,000,000 against the Line of Credit and used the proceeds to redeem the remaining balance of the convertible debentures and pay down the Demand Note Agreements with John N. Hatsopoulos and Arvin H. Smith.

As of September 25, 2011, there were no convertible debentures outstanding and the Demand Note Agreements were paid in full. The balance outstanding on the Term Note was $1,000,000 and the balance outstanding on the revolving line of credit was $696,570.

Note 3 – Commitments and Contingencies:

The company and its subsidiaries lease facilities and equipment under various operating leases. Future minimum rental commitments for long-term, non-cancelable operating leases at ~~June~~September 2625, 2011 are as follows:

Summary of Lease Obligations:

	2012		2013		2014		2015		Totals

Facilities	$	224,541	$	139,655	$	49,128	$	12,282	$	425,606
Equipment		10,145		10,145		10,145		4,227		34,662
	$	234,686	$	149,800	$	59,273	$	16,509	$	460,268

For the three and ~~six~~nine month periods ending ~~June~~September 2625, 2011, rent expense was $8179,~~919~~893 and $~~170~~249,~~074~~967, respectively, and for the three and ~~six~~nine month periods ending ~~June~~September 2726, 2010, rent expense was $~~139~~53,~~017~~281 and $~~239~~292,~~546~~827, respectively.

The company performs services under numerous subcontract agreements on cost-reimbursable contracts with the federal government. During the period from 1998 to 2003, the company was party to a subcontract agreement with Johnson Control Northern New Mexico, or JCNNM, to provide services to Los Alamos on a cost-reimbursable basis. On May 14, 2007, the company received notification from IAP-Northern New Mexico, or IAPNNM, the successor corporation to JCNNM, that the results of a Los Alamos audit for the period ending in 2003 determined that certain costs previously claimed and billed by the company were subsequently deemed unallowable or otherwise not reimbursable. IAPNNM requested that the company reimburse the amount of $321,836 that was paid to the company during the subject time period. In January 2009, the company protested the Los Alamos audit results claiming they were inaccurate and requested to resubmit a claim for the subject contract. The Los Alamos audit team agreed to review the audit results and adjust the claim as needed. Management believes that the company will prevail in this decision and has therefore not provided a specific reserve for this claim. In the event it is determined that the company has to reimburse such amount in full, the resultant cost could materially affect its results of operations.

The company is not currently a party to any material litigation and is not aware of any pending or threatened litigation against it that could have a material adverse effect on its business, operating results or financial condition.

Note 4 – Stockholders’ Equity:

Stock-based compensation expense was $1829,~~780~~240 and $4259,~~832~~694 as of ~~June~~September 2625, 2011 and ~~June~~September 2726, 2010, respectively. At ~~June~~September 2625, 2011, there were 10,000 shares of unvested restricted stock outstanding and 67,200 of unvested stock options outstanding.

Note 5 – Earnings per Share:

Basic and diluted earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period to common stock. There are no dilutive securities as of June 26, 2011 and June 27, 2010. The following reconciles amounts reported in the financial statements:

	Three Months				Six Months
	June 26,		June 27,		June 26,		June 27,
	2011		2010		2011		2010
Earnings per share
Earnings available to stockholders	$	717,159	$	333,781	$	1,123,694	$	558,477
Weighted average shares outstanding - basic		3,102,647		3,102,647		3,102,647		3,102,647
Net earnings per share - basic	$	0.23	$	0.11	$	0.36	$	0.18
Assumed exercise of dilutive stock options and warrants		-		-		-		-
Weighted average shares outstanding - diluted		3,102,647		3,102,647		3,102,647		3,102,647
Net earnings per share - diluted	$	0.23	$	0.11	$	0.36	$	0.18
Anti-dilutive restricted stock outstanding		10,000		15,000		10,000		15,000
Anti-dilutive shares underlying stock options outstanding		168,000		177,000		168,000		177,000
Anti-dilutive convertible debentures		542,857		2,125,000		542,857		2,125,000

GLENROSE INSTRUMENTS INC.

Note 5 – Earnings per Share:

Basic and diluted earnings per share for the three and nine month periods ended September 25, 2011 and September 26, 2010 was as follows:

	Three Months				Nine Months
	September 25,		September 26,		September 25,		September 26,
	2011		2010		2011		2010
Earnings per share
Earnings available to stockholders	$	229,714	$	170,420	$	1,353,408	$	728,897

Weighted average shares outstanding - basic		3,102,647		3,102,647		3,102,647		3,102,647
Net earnings per share - basic	$	0.07	$	0.05	$	0.44	$	0.23

Assumed exercise of dilutive stock options and warrants		-		-		-		-
Weighted average shares outstanding - diluted		3,102,647		3,102,647		3,102,647		3,102,647
Net earnings per share - diluted	$	0.07	$	0.05	$	0.44	$	0.23

Anti-dilutive restricted stock outstanding		10,000		15,000		10,000		15,000
Anti-dilutive shares underlying stock options outstanding		168,000		173,000		168,000		173,000
Anti-dilutive convertible debentures		-		696,429		-		696,429

Note 6 – Fair Value Measurements:

The fair value topic of FASB’s Accounting Standards Codification defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. The company currently does not have any Level 1 financial assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. The company currently does not have any Level 3 financial assets or liabilities.

At ~~June~~September 2625, 2011, the company had $12,305 in short-term investments that are comprised of certificates of deposits which are categorized as Level 2. The company determines the fair value of certificates of deposits using information provided by the issuing bank which includes discounted expected cash flow estimates using current market rates offered for deposits with similar remaining maturities.

Note 7 - Segment Data:

The company’s executive officers include Arvin Smith, Dr. Richard Chapman and Dr. Shelton Clark. Collectively, they are the Chief Operating Decision Maker, or CODM, as defined by Disclosures about Segments of an Enterprise and Related Information. The office of the CODM is responsible for assessing the performance of each segment, as well as the allocation of company resources.

The company currently operates three business segments: Environmental Services, Analytical Laboratories and Instruments. The Environmental Services operating segment provides radiological and waste management services primarily to the federal government in connection with the clean-up of the former and present atomic weapons and energy sites operated by the federal government. The Analytical Laboratories operating segment provides analytical radiological services and involves the operation of a radiochemistry laboratory network and a radioactive check source manufacturing facility. The Instruments segment was formed in 2006 with the intent to acquire instrument companies, which have well-established and proven technology. This segment also includes the research and development of a new line of instruments that the company expects to begin marketing efforts in the second half of 2011. As of the date of this report the company has not made any commitments, nor has it acquired any instrument businesses. Acquisition of instrument businesses is no longer a focus in our strategy. Intercompany costs and sales are eliminated in the consolidated financial statements.

GLENROSE INSTRUMENTS INC.

~~Segment~~The ~~data~~company ~~for~~currently operates three business segments: Environmental Services, Analytical Laboratories and Instruments. The Environmental Services operating segment provides radiological and waste management services primarily to the ~~periods~~federal ~~ending~~government ~~June~~in 26connection with the clean-up of the former and present atomic weapons and energy sites operated by the federal government. The Analytical Laboratories operating segment provides analytical radiological services and involves the operation of a radiochemistry laboratory network and a radioactive check source manufacturing facility. The Instruments segment was formed in 2006 with the intent to acquire instrument companies, ~~2011~~which have well-established and ~~June~~proven 27technology. This segment also includes the research and development of a new line of instruments that the company expects to begin manufacturing later this year. As of the date of this report the company has not made any commitments, ~~2010~~nor has it acquired any instrument businesses. Acquisition of instrument businesses is no longer a focus in our strategy. Intercompany costs and sales are ~~included~~eliminated ~~below:~~in the consolidated financial statements.

	Three Months Ended						Six Months Ended
	June 26,			June 27,			June 26,			June 27,
	2011			2010			2011			2010
Revenues
Environmental Services	$	8,434,162		$	7,611,359		$	16,392,357		$	14,976,753
Analytical Laboratories		2,543,757			2,497,099			5,441,884			5,041,574
Instruments		-			-			-			-
		10,977,919			10,108,458			21,834,241			20,018,327
Cost of Sales								-			-
Environmental Services		7,516,550			7,068,110			14,618,882			13,900,501
Analytical Laboratories		1,969,198			2,027,079			4,418,451			4,178,455
Instruments		-			-			-			-
		9,485,748			9,095,189			19,037,333			18,078,956
Gross Profit (Loss)								-			-
Environmental Services		917,612			543,249			1,773,475			1,076,252
Analytical Laboratories		574,559			470,020			1,023,433			863,119
Instruments		-			-			-			-
		1,492,171			1,013,269			2,796,908			1,939,371
General and administrative expenses								-			-
Environmental Services		357,169			315,611			739,017			655,731
Analytical Laboratories		85,913			83,546			206,327			184,400
Instruments		77,803			101,758			149,369			187,539
		520,885			500,915			1,094,713			1,027,670
Operating profit (Loss)								-			-
Environmental Services		560,443			227,638			1,034,458			420,521
Analytical Laboratories		488,646			386,474			817,106			678,719
Instruments		(77,803	)		(101,758	)		(149,369	)		(187,539	)
		971,286			512,354			1,702,195			911,701
Supplemental Disclosure Depreciation Expense								-			-
Environmental Services		24,725			15,147			48,230			27,787
Analytical Laboratories		98,633			87,686			197,569			175,882
Instruments		-			-			-			-
		123,358			102,833			245,799			203,669
Capital Expenditures								-			-
Environmental Services		67,985			60,257			120,447			60,257
Analytical Laboratories		12,381			11,551			115,666			43,558
Instruments		-			-			-			-
		80,366			71,808			236,113			103,815
Total Assets								-			-
Environmental Services		8,465,444			7,681,192			16,791,921			14,800,378
Analytical Laboratories		4,810,972			4,240,128			9,300,571			8,318,572
Instruments		218,471			10,295,256			360,314			20,667,033
	$	13,494,887		$	22,216,576		$	26,452,806		$	43,785,983

Segment data for the periods ending September 25, 2011 and September 26, 2010 are included below:

	Three Months Ended						Nine Months Ended
	September 25,			September 26,			September 25,			September 26,
	2011			2010			2011			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenues
Environmental Services	$	8,402,364		$	7,430,660		$	24,794,721		$	22,407,413
Analytical Laboratories		2,613,984			2,468,034			8,055,868			7,509,608
Instruments		-			-			-			-
		11,016,348			9,898,694			32,850,589			29,917,021
Cost of Sales
Environmental Services		7,630,428			6,680,747			22,249,310			20,581,248
Analytical Laboratories		2,295,684			2,213,391			6,714,135			6,391,846
Instruments		-			-			-			-
		9,926,112			8,894,138			28,963,445			26,973,094
Gross Profit (Loss)
Environmental Services		771,936			749,913			2,545,411			1,826,165
Analytical Laboratories		318,300			254,643			1,341,733			1,117,762
Instruments		-			-			-			-
		1,090,236			1,004,556			3,887,144			2,943,927
General and administrative expenses
Environmental Services		377,127			330,906			1,116,144			986,637
Analytical Laboratories		105,450			101,793			311,777			286,193
Instruments		96,577			54,692			245,946			242,231
		579,154			487,391			1,673,867			1,515,061
Operating profit (Loss)
Environmental Services		394,809			419,007			1,429,267			839,528
Analytical Laboratories		212,850			152,850			1,029,956			831,569
Instruments		(96,577	)		(54,692	)		(245,946	)		(242,231	)
		511,082			517,165			2,213,277			1,428,866
Supplemental Disclosure
Depreciation Expense
Environmental Services		36,183			16,273			84,413			44,060
Analytical Laboratories		80,377			95,247			277,946			271,129
Instruments		-			-			-			-
		116,560			111,520			362,359			315,189
Capital Expenditures
Environmental Services		44,157			-			164,604			60,257
Analytical Laboratories		35,166			21,963			150,832			65,521
Instruments		-			-			-			-
		79,323			21,963			315,436			125,778

	September 25,		December 26,
	2011		2010
	(unaudited)
Total Assets
Environmental Services		8,451,101		8,905,345
Analytical Laboratories		3,546,154		4,250,758
Instruments		340,368		119,452
	$	12,337,623	$	13,275,555

GLENROSE INSTRUMENTS INC.

Note 8 – Subsequent Events:

The company has evaluated subsequent events through the filing date of this Form 10-Q and determined that no additional subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto.

1415

GLENROSE INSTRUMENTS INC.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking statements are made throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. While the company may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, even if the company's estimates change and readers should not rely on those forward-looking statements as representing the company's views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q. There are a number of important factors that could cause the actual results of the company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading “Risk Factors” in this Quarterly Report on Form 10-Q.

~~Second~~Third Quarter 2011 Compared to ~~Second~~Third Quarter 2010

Revenues

Revenues in the ~~second~~third quarter of 2011 were $1011,~~977~~016,~~919~~348 compared to $109,~~108~~898,~~458~~694 for the same period in 2010, an increase of $~~869~~1,~~461~~117,654 or 811.63%. The increase in revenues was due to an increase in both our Environmental Services revenues, and Analytical Laboratory revenues. The increase in our Environmental Services revenues was due to ~~new~~increased ~~contract~~work ~~awards~~at Hanford and increased work at Argonne National Laboratory. The increase in revenue in our Analytical Laboratory revenues was due to increased sample volume primarily at our Lionville location.

Revenues from our Environmental Services in the ~~second~~third quarter of 2011 were $8,~~434~~402,~~162~~364 compared to $7,~~611~~430,~~359~~660 for the same period in 2010, an increase of $~~822~~971,~~803~~704 or 1013.81%. Our Environmental Services contributed 76.83% to total revenues in the ~~second~~third quarter of 2011 compared to 75.31% for the same period in 2010. The increase in our Environmental Services revenue was due to increased work at Hanford and new ~~contract~~work ~~awards~~at Argonne National Laboratory. Work continued on our CHPRC contract at Hanford and we added additional contract work in radiological mapping for CHPRC. At Los Alamos our work changed from a long-term support contract to contracts which include an on-site screening facility, remediation support and environmental well drilling and sampling. We also performed work at the Argonne National Laboratory this quarter in support of a decontamination and demolition project.

Revenues from our Analytical Laboratories in the ~~second~~third quarter of 2011 were $2,~~543~~613,~~757~~984 compared to $2,~~497~~468,~~099~~034 for the same period in 2010, an increase of $46145,~~658~~950 or 15.9%. Our Analytical ~~Labs~~Laboratories contributed 23.27% to total revenues in the ~~second~~third quarter of 2011 compared to 24.79% for the same period in 2010. The increase in revenues was the result of increased sample loads primarily at the Lionville laboratory. In addition to the number of samples there was also an increased emphasis on performing quick-turn analyses as customers required faster results. Faster analyses carry a premium price which helped increase revenues.

Cost of Sales

The cost of sales in the ~~second~~third quarter of 2011 was $9,~~485~~926,~~748~~112 compared to $98,~~095~~894,~~189~~138 for the same period in 2010, an increase of $~~390~~1,~~559~~031,974 or 411.36%. The increase in cost of sales was primarily due to increased variable costs associated with the sales increases ~~experienced~~at in both the ~~Service~~Analytical Services and Laboratory segments. We also increased the number of employees, subcontracts and direct materials in those segments. The cost of sales from our Environmental Services in the third quarter of 2011 was $7,630,428 compared to $6,680,747 for the same period in 2010, an increase of $949,681 or 14.2% primarily due to salaries of new employees and an increase in subcontracts. The cost of sales from our Analytical Laboratories in the third quarter of 2011 was $2,295,684 compared to $2,213,391 for the same period in 2010, an increase of $82,293 or 3.7%, primarily due to increased direct labor and direct material costs during the period.

The cost of sales from our Environmental Services in the second quarter of 2011 was $7,516,550 compared to $7,068,110 for the same period in 2010, an increase of $448,440 or 6.3% primarily due to salaries of new employees and an increase in subcontracts.

The cost of sales from our Analytical Laboratories in the second quarter of 2011 was $1,969,198 compared to $2,027,079 for the same period in 2010, a decrease of $57,881 or 2.9%, primarily due to decreased direct labor and direct materials costs during the period. During the quarter we utilized our capacity more efficiently and established better cost controls.

Gross Profit

Gross profit in the ~~second~~third quarter of 2011 was $1,~~492~~090,~~171~~236 compared to $1,~~013~~004,~~269~~556 for the same period in 2010, an increase of $~~478~~85,~~902~~680 or 478.35%. The gross profit margin ~~increased~~decreased to 139.69% in the ~~second~~third quarter of 2011 from 10.01% for the same period in 2010. The ~~increase~~gross profit from our Environmental Services in the ~~quarterly~~third ~~gross~~quarter ~~profit~~of 2011 was ~~primarily~~$771,936 compared to $749,913 for the same period in 2010, an increase of $22,023 or 2.9% due to ~~increased~~the ~~revenue~~use atof on-site screening facility which carried a higher profit margin than labor dominated contracts. The gross profit from our Analytical Laboratories ~~and~~in ~~Environmental~~the ~~Services~~third ~~segments~~quarter of 2011 was $318,300 compared to $254,643 for the same period in 2010, an increase of $63,657 or 25.0% due to net revenue increase across the segment.

The gross profit from our Environmental Services in the second quarter of 2011 was $917,612 compared to $543,249 for the same period in 2010, an increase of $374,363 or 68.9%. The gross profit from our Analytical Laboratories in the second quarter of 2011 was $574,559 compared to $470,020 for the same period in 2010, an increase of $104,539. The increase in gross profit was greater in the Environmental Services segment due to increase in the number of personnel employed, which results in greater revenue and greater gross profit, and due to the on-site screening facility which carried a higher profit margin than labor dominated contracts. Gross margins at the Analytical Laboratories increased primarily at the Lionville and Oak Ridge laboratories and at a lesser extent at the Richmond laboratory.16

GLENROSE INSTRUMENTS INC.

Operating Expenses

General and administrative expenses in the ~~second~~third quarter of 2011 were $~~520~~579,~~885~~154 compared to $~~500~~487,~~915~~391 for the same period in 2010, an increase of $1991,~~970~~763 or 418.08%. The general and administrative expenses increased to meet the demands of increased work and to accommodate increased business development efforts.

Operating Income ~~(Loss)~~

The operating income in the ~~second~~third quarter of 2011 was $~~971~~511,~~286~~082 compared to $~~512~~517,~~354~~165 for the same period in 2010. The operating income consisted of $~~560~~394,~~443~~809 at the Environmental Services and $~~488~~212,~~646~~850 at the Analytical Laboratories, offset by corporate general and administrative expenses of $7796,~~803~~577. The ~~increase~~decrease in operating income was due to ~~the~~an increased revenue in both operating segments. During the quarter we added direct personnel and were able to better utilize existing personnel in more direct roles on large contracts. Our overhead was also reduced by decreases in other indirect costs, including depreciation. The increase in our ~~Analytical~~general ~~Laboratory revenues allowed for better utilization of existing infrastructure, staff~~ and ~~capacity,~~administrative ~~as the cost structure of the laboratories is generally fixed in the short-term. Increases in revenue at the laboratories require a lower incremental increase in direct~~ costs, ~~resulting~~related into ~~higher~~increased ~~margins~~business ~~and~~development ~~subsequently a greater operating income~~efforts.

Other Income (Expense)

Other expenses in the ~~second~~third quarter of 2011 were $5595,~~627~~980 compared to $~~178~~346,~~573~~745 for the same period in 2010, a decrease of $~~122~~250,~~946~~765. Interest and other miscellaneous income in the ~~second~~third quarter of 2011 was $~~671~~1,122 compared to $~~675~~5,357 for the same period in 2010. The decrease was primarily due to a lower return on invested cash balances. Interest expense in the ~~second~~third quarter of 2011 was $5697,~~298~~102 compared to $~~179~~352,~~248~~102 for the same period in 2010 due a smaller principal amount of our related party convertible debentures outstanding offset by amortization of the associated financing expenses associated with those convertible debentures.

Provision for Income Taxes

The company recorded a tax provision of $~~198~~185,~~500~~338 in the ~~second~~third quarter of 2011 as the company had fully utilized the majority of its available non separate return limitation year, or (“SRLY”), net loss carryforwards in prior periods. ~~In addition, the company began utilizing the loss carryforwards associated with Lionville which are subject to SRLY limitations in the amount of $134,578.~~ The company recorded no tax provision in the ~~second~~third quarter of 2010.

Net Income/Loss

Net income in the ~~second~~third quarter of 2011 was $~~717~~229,~~159~~714 compared to $~~333~~170,~~781~~420 for the same period in 2010.

First ~~Six~~Nine Months 2011 Compared to First ~~Six~~Nine Months 2010

Revenues

Revenues in the first ~~six~~nine months of 2011 were $2132,~~834~~850,~~241~~589 compared to $2029,~~018~~917,~~327~~021 for the same period in 2010, an increase of $12,~~815~~933,~~914~~568 or 9.18%. The increase in revenues was due to an increase in both our Environmental Services revenues, and Analytical Laboratory revenues. The increase in our Environmental Services revenues was due to increased work at Hanford and increased work at Argonne National Laboratory. The increase in revenue in our Analytical Laboratory revenues was due to increased sample volume at ~~all~~our ~~three~~Oak ~~labs~~Ridge and Lionville laboratories because of increased demand on quick-turn analyses which carry a higher price and margin per sample.

Revenues from our Environmental Services in the first ~~six~~nine months of 2011 were $1624,~~392~~794,~~357~~721 compared to $1422,~~976~~407,~~753~~413 for the same period in 2010, an increase of $12,~~415~~387,~~604~~308 or 910.57%. Our Environmental Services contributed 75.15% to total revenues in the first ~~six~~nine months of 2011 compared to 74.89% for the same period in 2010. The increase in our Environmental Services revenue was due to increased work at Hanford and new work at Argonne National Laboratory. At Hanford our efforts are centered on all three contracts, however, the largest increase was with the River Corridor contract where we reached our highest level of effort as that contract is at its peak this year. Work continued on our CHPRC contract at Hanford and we added additional contract work in radiological mapping for CHPRC. At Los Alamos our work changed from a long-term support contract to a contract which includes an on-site screening facility and remediation support. We also performed work at the Argonne National Laboratory this period in support of a decontamination and demolition project.

16Revenues from our Analytical Laboratories in the first nine months of 2011 were $8,055,868 compared to $7,509,608 for the same period in 2010, an increase of $546,260 or 7.3%. Our Analytical Labs contributed 24.5% to total revenues in the first nine months of 2011 compared to 25.1% for the same period in 2010. The increase in revenues was the result of increased sample loads. In addition to the number of samples there was also an increased customer demand in performing quick-turn analyses which carry a premium price. The largest increase was at the Lionville laboratory.

GLENROSE INSTRUMENTS INC.

Revenues from our Analytical Laboratories in the first six months of 2011 were $5,441,884 compared to $5,041,574 for the same period in 2010, an increase of $400,310 or 7.9%. Our Analytical Labs contributed 24.9% to total revenues in the first six months of 2011 compared to 25.2% for the same period in 2010. The increase in revenues was the result of increased sample loads. In addition to the number of samples there was also an increased emphasis on performing quick-turn analyses as customers required faster results. Faster analyses carry a premium price which helped increase revenues. The largest increase was at the Lionville laboratory.

Cost of Sales

The cost of sales in the first ~~six~~nine months of 2011 was $1928,~~037~~963,~~333~~445 compared to $1826,~~078~~973,~~956~~094 for the same period in 2010, an increase of $~~958~~1,~~377~~990,351 or 57.34%. The increase in cost of sales was primarily due to increased variable costs associated with the sales increases experienced in both the ~~Service~~Analytical Services and Laboratory segments. We increased the number of employees, subcontracts and direct materials. The cost of sales from our Environmental Services in the first nine months of 2011 was $22,249,310 compared to $20,581,248 for the same period in 2010, an increase of $1,668,062 or 8.1% primarily due to salaries of new employees and an increase in subcontracts. The cost of sales from our Analytical Laboratories in the first nine months of 2011 was $6,714,135 compared to $6,391,846 for the same period in 2010, an increase of $322,289 or 5.0%, primarily due to increased direct labor and direct materials associated with the increased sales during the period. Our direct labor was affected by increased overtime required to meet response times despite our efforts to utilize our capacity more efficiently and establish better cost controls.

The cost of sales from our Environmental Services in the first six months of 2011 was $14,618,882 compared to $13,900,501 for the same period in 2010, an increase of $718,381 or 5.2% primarily due to salaries of new employees and an increase in subcontracts.

The cost of sales from our Analytical Laboratories in the first six months of 2011 was $4,418,451 compared to $4,178,455 for the same period in 2010, an increase of $239,996 or 5.7%, primarily due to increased direct labor and direct materials associated with the increased sales during the period. Our direct labor was affected by increased overtime required to meet response times. At our Oak Ridge and Lionville laboratories we did not have to add additional staff to meet the increased work. At the Richmond laboratory we increased the staff to meet the increased demand and shorten response times. During the period we utilized our capacity more efficiently and established better cost controls.

Gross Profit

Gross profit in the first ~~six~~nine months of 2011 was $23,~~796~~887,~~908~~144 compared to $12,~~939~~943,~~371~~927 for the same period in 2010, an increase of $~~857~~943,~~537~~217 or 4432.20%. The gross profit margin increased to 1211.08% in the first ~~six~~nine months of 2011 from 9.38% for the same period in 2010. The increase in the gross profit was primarily due to increased revenue at our Analytical Laboratories and Environmental Services segments. The gross profit from our Environmental Services in the first nine months of 2011 was $2,545,411 compared to $1,826,165 for the same period in 2010, an increase of $719,246 or 39.4%. The gross profit from our Analytical Laboratories in the first nine months of 2011 was $1,341,733 compared to $1,117,762 for the same period in 2010, an increase of $223,971 or 20.0%.

The gross profit from our Environmental Services in the first six months of 2011 was $1,773,475 compared to $1,076,252 for the same period in 2010, an increase of $697,223 or 64.8%. The gross profit from our Analytical Laboratories in the first six months of 2011 was $1,023,433 compared to $863,119 for the same period in 2010, an increase of $160,314. The increase in gross profit was greater in the Environmental Services segment due to increase in the number of personnel employed, which results in greater revenue and greater gross profit and due to the on-site screening facility which carried a higher profit margin than labor dominated contracts. Gross margins at the Analytical Laboratories increased primarily at the Lionville and Oak Ridge laboratories and at a lesser extent at the Richmond laboratory.

Operating Expenses

General and administrative expenses in the first ~~six~~nine months of 2011 were $1,~~094~~673,~~713~~867 compared to $1,~~027~~515,~~670~~061 for the same period in 2010, an increase of $67158,~~043~~806 or 610.5%. The general and administrative expenses increased toas ~~meet~~we ~~the demands of~~ increased ~~work and to accommodate increased~~ business development efforts.

Operating Income ~~(Loss)~~

The operating income in the first ~~six~~nine months of 2011 was $12,~~702~~213,~~195~~277 compared to $~~911~~1,~~701~~428,866 for the same period in 2010. The operating income consisted of $1,~~034~~429,~~458~~267 at the Environmental Services and $~~817~~1,~~106~~029,956 at the Analytical Laboratories, offset by corporate general and administrative expenses of $~~149~~245,~~369~~946. The increase in operating income was due to the increased revenue in both operating segments. During the ~~quarter~~period we added direct personnel and were able to better utilize existing personnel in more direct roles on large contracts. ~~Our overhead was also reduced by decreases in other indirect costs, including depreciation.~~ The increase in our Analytical Laboratory revenues allowed for better utilization of existing infrastructure, staff and capacity, as the cost structure of the laboratories is generally fixed in the short-term. Increases in revenue at the laboratories require a lower incremental increase in direct costs, resulting in higher margins and subsequently a greater operating income.

GLENROSE INSTRUMENTS INC.

Other Income (Expense)

Other expenses in the first ~~six~~nine months of 2011 were $~~124~~220,~~184~~164 compared to $~~353~~699,~~224~~969 for the same period in 2010, a decrease of $~~229~~479,~~040~~805. Interest and other miscellaneous income in the first ~~six~~nine months of 2011 was $12,~~547~~669 compared to $510,~~388~~745 for the same period in 2010. The decrease was primarily due to a lower return on our overall invested cash balances. Interest expense in the first ~~six~~nine months of 2011 was $~~125~~222,~~731~~833 compared to $~~358~~710,~~612~~714 for the same period in 2010 due athe ~~smaller~~repayment of principal amount of our related party convertible debentures outstanding, offset by amortization of the associated financing expenses associated with those convertible debentures.

Provision for Income Taxes

The company recorded a tax provision of $~~454~~639,~~317~~705 in the first ~~six~~nine months of 2011 as the company had fully utilized the majority of its available non SRLY net loss carryforwards in prior periods. ~~In addition, the company began utilizing the loss carryforwards associated with Lionville which are subject to SRLY limitations in the amount of $134,578.~~ The company recorded no tax provision in the first ~~six~~nine months of 2010.

Net Income/Loss

Net income in the first ~~six~~nine months of 2011 was $1,~~123~~353,~~694~~408 compared to $~~558~~728,~~477~~897 for the same period in 2010.

Liquidity and Capital Resources

Consolidated working capital at June 26, 2011 was $5,337,349 compared to $5,334,405 at December 26, 2010. Included in working capital were cash, cash equivalents and short-term investments of $1,969,310 as of June 26, 2011, compared to $1,682,173 at December 26, 2010. The increase in working capital was primarily due to cash from operations offset by the redemption of $1,075,000 of convertible debentures including accrued interest.

Cash provided by operating activities was $1,603,488 in the first six months of 2011, compared to $64,712 for the same period in 2010. Our net receivables balance decreased to $4,290,330 in the first six months of 2011 compared to $4,376,929 at December 26, 2010, resulting in an increase in cash of $86,599 primarily due to timing of invoicing related to our Hanford contracts. Our unbilled contract receivables decreased to $249,254 in the first six months of 2011 compared to $370,887 at December 26, 2010, resulting in an increase in cash of $121,633 due to timing of billings on our major cost-type contracts. Our prepaid expenses increased to $411,645 in the first six months of 2011, compared to $150,515 at December 26, 2010, resulting in a decrease in cash of $261,130 due to the timing of annual insurance premium renewals. Other receivables increased to $87,464 in the first six months of 2011, compared to $58,464 at December 26, 2010, resulting in a decrease in cash of $29,000.

Accounts payable decreased to $210,639 in the first six months of 2011, compared to $653,130 at December 26, 2010 resulting in a decrease in cash of $442,491 due to timing and quicker liquidation of payables. Other accrued liabilities, including accrued expenses, accrued employee-related costs and income taxes payable, increased to $3,043,769 in the first six months of 2011, compared to $2,354,038 at December 26, 2010, resulting in an increase in cash of $689,731. Our accrued interest balance associated with the previously issued subordinated notes decreased to $38,064 in the first six months of 2011, compared to $48,750 at December 26, 2010, resulting in a decrease in cash of $10,686 due to interest payments.

The primary investing activities of the company’s operations included the purchase of equipment. The company continues to manage its capital expenditures very selectively and in the first six months of 2011 used $236,113 for purchases of equipment. The company’s financing activities used $1,080,238 of cash in the first six months of 2011, primarily due to redemption of convertible debentures and payments on capital lease obligations.

The company owns property in Albuquerque, New Mexico. In 2009, the company entered into an agreement, subject to closing conditions, with a buyer to sell the property for approximately $1.9 million. At June 26, 2011, $507,700 in land, $2,265,764 in buildings and improvements less $1,916,926 in accumulated depreciation is classified as “Assets held for sale” on the company’s balance sheet. The assets held for sale balance of $1,045,367 also includes selling costs incurred to date of $37,477 and an accrual of $151,352 towards decommissioning of the site. In 2010, the company submitted a detailed site assessment of the facility to the New Mexico Environmental Department, or NMED, as part of the closure process which was approved in June 2011. The company characterized and classified all radiological waste associated with the facility and all waste was crated and packaged for disposal in 2010. In January 2011, the company applied for a shipment permit to transfer the remaining waste to an appropriate facility, which was shipped during the quarter and is currently communicating with NMED on the report in preparation for the demolition of the building. The company believes that it has adequately accrued for decommissioning of the site; however, it is possible that additional funds up to $100,000 may be needed. The company expects to complete the sale in 2011.

GLENROSE INSTRUMENTS INC.

~~The~~Liquidity ~~company believes that its existing resources, including cash~~ and ~~cash~~Capital equivalents and future cash flow from operations, are sufficient to meet the working capital requirements of its existing business for the foreseeable future, including the next 12 months. We believe that our cash and cash equivalents and our ability to control certain costs, including those related to general and administrative expenses will enable us to meet our anticipated cash expenditures for the next 12 months. The company’s long-term liabilities primarily include convertible debentures that bear interest at 4%, payable quarterly in cash and mature on July 25, 2013. At June 26, 2011, the company had $3,800,000 of convertible debentures outstanding.Resources

Consolidated working capital at September 25, 2011 was $2,583,625 compared to $5,281,340 at December 26, 2010. Included in working capital were cash, cash equivalents and short-term investments of $27,958 as of September 25, 2011, compared to $1,682,173 at December 26, 2010. The decrease in working capital was primarily due to cash generated from operations offset by the redemption of $4,875,000 of convertible debentures including accrued interest.

Cash provided by operating activities was $1,785,647 in the first nine months of 2011, compared to $175,408 for the same period in 2010. Our net receivables balance increased to $5,336,701 in the first nine months of 2011 compared to $4,376,929 at December 26, 2010, resulting in a decrease in cash of $959,772 primarily due to timing of invoicing related to a new contract at Los Alamos. Our unbilled contract receivables decreased to $237,575 in the first nine months of 2011 compared to $370,887 at December 26, 2010, resulting in an increase in cash of $133,312 due to timing of billings on our major cost-type contracts. Our prepaid expenses increased to $210,009 in the first nine months of 2011, compared to $97,450 at December 26, 2010, resulting in a decrease in cash of $112,559 primarily due to the payment and timing of normal operating expenses. Our other receivables decreased to $37,714 in the first nine months of 2011, compared to $58,464 at December 26, 2010, resulting in an increase in cash of $20,750. Our income tax receivable decreased to $0 in the first nine months of 2011, compared to $161,356 at December 26, 2010, resulting in an increase in cash of $161,356.

Accounts payable increased to $1,181,159 in the first nine months of 2011, compared to $653,130 at December 26, 2010 resulting in an increase in cash of $528,029 due to increased subcontract invoices on a new contract. Other accrued liabilities, including accrued expenses, accrued employee-related costs and income taxes payable, increased to $2,372,358 in the first nine months of 2011, compared to $2,354,038 at December 26, 2010, resulting in an increase in cash of $18,320. Our accrued interest balance associated with the previously issued subordinated notes decreased to $5,254 in the first nine months of 2011, compared to $48,750 at December 26, 2010, resulting in a decrease in cash of $43,496 due to interest payments.

The primary investing activities of the company’s operations included the purchase of equipment. The company continues to manage its capital expenditures very selectively and in the first nine months of 2011 used $315,436 for purchases of equipment. The company’s financing activities used $3,124,426 of cash in the first nine months of 2011, primarily due to redemption of convertible debentures and payments on capital lease obligations offset by proceeds from a Term Note payable and an advance on a Line of Credit.

The company owns property in Albuquerque, New Mexico. In 2009, the company entered into an agreement, subject to closing conditions, with a buyer to sell the property for approximately $1.9 million. At September 25, 2011, $507,700 in land, $2,265,764 in buildings and improvements less $1,916,926 in accumulated depreciation is classified as “Assets held for sale” on the company’s balance sheet. The assets held for sale balance of $1,047,367 also includes selling costs incurred to date of $37,477 and an accrual of $153,352 towards decommissioning of the site. In 2010, the company submitted a detailed site assessment of the facility to the New Mexico Environmental Department, or NMED, as part of the closure process which was approved in June 2011. The company characterized and classified all radiological waste associated with the facility and all waste was crated and packaged for disposal in 2010. In January 2011, the company applied for a shipment permit to transfer the remaining waste to an appropriate facility, which was shipped during the quarter. The company is currently communicating with NMED on the report in preparation for the demolition of the building. The company believes that it has adequately accrued for decommissioning of the site; however, it is possible that additional funds up to $100,000 may be needed. The company expects to complete the sale in 2011.

The company believes that its existing resources, including cash and cash equivalents and future cash flow from operations, are sufficient to meet the working capital requirements of its existing business for the foreseeable future, including the next 12 months. We believe that our cash and cash equivalents, available borrowings under the Line of Credit and our ability to control certain costs, including those related to general and administrative expenses will enable us to meet our anticipated cash expenditures for the next 12 months. The company’s long-term liabilities primarily include a Term Note secured by the company’s real estate assets with a 7 year straight line amortization at Libor plus 3.50%.

~~The~~On ~~company~~August ~~believes~~31, ~~that~~2011, ~~its~~the ~~existing~~company ~~resources,~~entered ~~including~~into ~~cash~~a ~~and~~credit ~~cash~~agreement ~~equivalents,~~with ~~future~~Wells ~~cash~~Fargo ~~flow~~Bank ~~from~~for ~~operations~~a $5,000,000 ~~and~~credit ~~potential~~facility. ~~future~~The ~~property~~facility ~~sales~~included ina ~~Albuquerque~~$1,000,000 ~~New~~term ~~Mexico~~real-estate ~~and~~note ~~Richmond~~with ~~California~~a ~~will~~7 beyear ~~sufficient~~straight toline ~~meet~~amortization, ~~those~~at ~~obligations.~~Libor ~~Our~~plus ~~ability~~3.5%, toand ~~continue~~up to ~~access capital~~$4, ~~however~~000,000 ~~could~~in bea ~~impacted~~revolving byline ~~various~~of ~~factors~~credit ~~including~~for ~~general~~5 ~~market~~years, ~~conditions~~at ~~and~~Libor ~~the~~plus ~~continuing~~3.5%. ~~slowdown~~On inAugust ~~the economy~~31, ~~interest rates~~2011, the ~~perception~~company ofborrowed ~~our~~$1,000,000 ~~potential~~against ~~future~~the ~~earnings~~Term Note and ~~cash distributions~~$1,000,000 ~~any~~against ~~unwillingness on~~ the ~~part~~line of ~~lenders~~credit toand ~~make~~used ~~loans~~the proceeds to usredeem ~~and~~the ~~any~~remaining ~~deterioration~~balance inof the ~~financial~~convertible ~~position~~debentures ofand ~~lenders~~pay ~~that~~down ~~might~~the ~~make~~Demand ~~them~~Note ~~unable~~Agreements towith ~~meet~~John ~~their~~N. ~~obligations~~Hatsopoulos toand usArvin H. Smith.

GLENROSE INSTRUMENTS INC.

The company believes that its existing resources, including cash and cash equivalents, available borrowings under the Line of Credit, future cash flow from operations, and potential future property sales in Albuquerque, New Mexico and Richmond California will be sufficient to meet those obligations. Our ability to continue to access capital, however, could be impacted by various factors including general market conditions and the continuing slowdown in the economy, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us.

In March 2011 the company retained the services of Raymond James & Associates, Inc. to act as its sole, external investment banking advisor in helping the company evaluate strategic alternatives, including the possible sale of all or a material portion of the assets or securities of the company to, or merger of the company with, various third parties. On October 14, 2011, the company terminated the engagement of Raymond James & Associates. Starting in the fourth quarter the company will increase its efforts in the development and manufacturing of a line of radiation monitoring instruments.

GLENROSE INSTRUMENTS INC.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4T: Controls and Procedures

Management’s evaluation of disclosure controls and procedures:

Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a−15(e) and 15d−15(e); collectively, “Disclosure Controls”) as of the end of the period covered by this report (the “Evaluation Date”) has concluded that as of the Evaluation Date, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and that material information relating to our company and any consolidated subsidiaries is made known to management, including the chief executive officer and chief financial officer, particularly during the period when our periodic reports are being prepared to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting:

In connection with the evaluation referred to in the foregoing paragraph, we have identified no change in our internal control over financial reporting that occurred during the period ending ~~June~~September 2625, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2021

GLENROSE INSTRUMENTS INC.

PART II – OTHER INFORMATION

Item 1A: Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for our fiscal year ended December 26, 2010. The risks discussed in our Annual Report on Form 10-K could materially affect our business, financial condition and future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.

Item 6: Exhibits

Exhibit Number		Description of Exhibit

31.1*	–	Rule 13a-14(a) Certification of Chief Executive Officer

31.2*	–	Rule 13a-14(a) Certification of Chief Financial Officer

32.1*	–	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

* Filed herewith.

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GLENROSE INSTRUMENTS INC.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~August~~November 109, 2011.

GLENROSE INSTRUMENTS INC. (Registrant) By: /s/ ARVIN H. SMITH Chief Executive Officer (Principal Executive Officer) ~~By: /s/ ANTHONY S. LOUMIDIS Chief Financial Officer (Principal Financial Officer)~~

22By: /s/ ANTHONY S. LOUMIDIS Chief Financial Officer (Principal Financial Officer)

Filing Compare · GlenRose Instruments Inc.