UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarter Ended ~~June~~September 30, 2012

Commission File Number 001-33888

American Defense Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

83-0357690

(State or Other Jurisdiction of Incorporation or

Organization)

(I.R.S. Employer Identification No.)

420 McKinney Pkwy

Lillington, NC 27546

(910) 514-9701

(Address including zip code, and telephone number, including area code, of principal executive offices)

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~~ 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 ¨o

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 ¨o

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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨o Accelerated Filer ¨o Non-Accelerated Filer ¨o Smaller Reporting Company x

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

As of ~~August~~November 113, 2012, 5556,087,192 shares of common stock, par value $0.001 per share, of the registrant were outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3	3
	Condensed Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011		3
	Condensed Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011	3
	Condensed Consolidated Statements of Operations for the six and three months ended June 30, 2012 and 2011 (Unaudited)		5
	Condensed Consolidated Statements of Operations for the nine and three months ended September 30, 2012 and 2011 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (Unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements	7	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	16
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	21	21
Item 4.	Controls and Procedures	22	22
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	23	23
Item 1A.	Risk Factors	24	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24	24
Item 3.	Defaults Upon Senior Securities	24	24
Item 4.	(Removed and Reserved)	24	24
Item 5.	Other Information	24	24
Item 6.	Exhibits	25	25
SIGNATURES		26	26

PART I

Item 1. Condensed Consolidated Financial Statements

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2012 (Unaudited)		December 31, 2011 *
	September 30, 2012 (Unaudited)		December 31, 2011 *
ASSETS
CURRENT ASSETS
Cash	$	~~138~~150,~~458~~740	$	132,285
Accounts receivable, net of allowance for doubtful accounts of $451,761 as of June 30, 2012 and December 31, 2011		625,456		891,033
Accounts receivable, net of allowance for doubtful accounts of $500,007 as of September 30, 2012 and $451,761 as of December 31, 2011		305,272		891,033
Accounts receivable factoring		~~31,277~~-		5,112
Tax receivable		101,641		101,641
Tax receivable, net		57,065		101,641
Costs in excess of billings on uncompleted contracts, net		~~786~~696,~~455~~912		1,178,584
Prepaid expenses and other current assets		84114,~~063~~140		101,191
Assets held for sale		-		62,000
Assets of discontinued operations		-		10,774
TOTAL CURRENT ASSETS		1,~~767~~324,~~350~~129		2,482,620
Property and equipment, net		~~332~~283,~~737~~614		463,452
Deposits		151,016		151,016
Deferred tax assets		1,896		1,896
Assets of discontinued operations		-		15,895
TOTAL ASSETS	$	21,~~252~~760,~~999~~655	$	3,114,879

* Condensed from audited financial statements

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

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2012 (Unaudited)			December 31, 2011 *
	September 30, 2012 (Unaudited)			December 31, 2011 *
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$	2,~~748~~436,~~074~~956		$	3,059,708
Accrued expenses		~~226~~118,~~399~~216			288,287
Deferred tax liability		1,896			1,896
TOTAL CURRENT LIABILITIES		2,~~976~~557,~~369~~068			3,349,891
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIENCY
Common stock, $0.001 par value, 100,000,000 shares authorized, 55,087,192 and 54,987,192 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively		55,087			54,987
Common stock, $0.001 par value, 100,000,000 shares authorized, 55,087,192 and 54,987,192 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively		55,087			54,987
Additional paid-in capital		16,~~702~~705,~~308~~952			16,665,188
Accumulated deficit		(17,~~480~~557,~~765~~452	)		(16,955,187	)
TOTAL SHAREHOLDERS' DEFICIENCY		(~~723~~796,~~370~~413	)		(235,012	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY	$	21,~~252~~760,~~999~~655		$	3,114,879

* Condensed from audited financial statements

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

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended						For the Three Months Ended
	For the Nine Months Ended						For the Three Months Ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011
CONTRACT REVENUES EARNED	$	35,~~624~~225,~~456~~489		$	46,~~337~~993,~~795~~646		$	1,~~734~~601,~~846~~032		$	12,~~822~~618,~~142~~544
COST OF REVENUES EARNED (exclusive of depreciation and amortization shown separately below)		2,~~080~~988,~~476~~400			24,~~508~~138,~~959~~271			~~789~~907,~~169~~923			1,~~124~~622,~~668~~161
GROSS PROFIT		12,~~543~~237,~~980~~089			12,~~828~~855,~~836~~375			~~945~~693,~~677~~109			~~697~~996,~~474~~383
OPERATING EXPENSES
General and administrative expenses		~~516~~779,~~778~~883			13,~~587~~080,~~957~~834			~~241~~262,~~488~~853			~~770~~1,~~939~~490,077
General and administrative salaries		~~705~~1,~~753~~072,156			1,~~352~~798,~~949~~914			~~342~~366,~~891~~655			~~649~~445,~~054~~965
Sales and marketing		72111,~~534~~881			~~275~~343,~~715~~357			3139,~~421~~347			~~104~~70,~~311~~443
Research and development		3653,~~866~~776			~~184~~206,~~015~~815			1716,~~135~~910			6822,~~857~~800
Depreciation and amortization		~~130~~179,~~794~~918			~~433~~530,~~595~~483			5749,~~650~~124			~~210~~96,~~953~~887
Professional fees		510,358			501,056			299,206			262,193
Impairment of fixed assets		-			204,846			-			204,846
TOTAL OPERATING EXPENSES		1,973,083			4,335,287			989,791			2,066,307
Professional fees		536,153			705,326			25,795			204,269
OPERATING LOSS		(429,103	)		(2,506,451	)		(44,114	)		(1,368,833	)
Settlement of litigation		50,000			45,000			-			-
TOTAL OPERATING EXPENSES		2,783,767			6,915,575			760,684			2,535,287
OPERATING LOSS		(546,678	)		(4,060,200	)		(67,575	)		(1,538,904	)
OTHER (EXPENSE) INCOME
Finance charge		(1928,~~806~~918	)		(3136,~~206~~201	)		(9,~~526~~112	)		(104,~~994~~995	)
Settlement of litigation		(50,000	)		(45,000	)		(50,000	)		(45,000	)
Unrealized loss on adjustment of fair value Series A convertible preferred stock classified as a liability		-			(2,395,592	)		-			-
Unrealized gain on warrant liability		-			8,~~268~~724			-			~~5,142~~457
Gain on sale of fixed asset		-			54,475			-			-
Gain on redemption of mandatorily redeemable preferred stock		-			12,786,969			-			-
Interest expense		-			(236,373	)		-			~~(255~~-	)
TOTAL OTHER (EXPENSE) INCOME		(6928,~~806~~918	)		10,~~141~~182,~~541~~002			(599,~~526~~112	)		(514,~~107~~538	)
(LOSS) INCOME BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(~~498~~575,~~909~~596	)		76,~~635~~121,~~090~~802			(~~103~~76,~~640~~687	)		(1,~~419~~543,~~940~~442	)
INCOME TAX PROVISION		-			-			-			-
(LOSS) INCOME FROM CONTINUING OPERATIONS		(~~498~~575,~~909~~596	)		76,~~635~~121,~~090~~802			(~~103~~76,~~640~~687	)		(1,~~419~~543,~~940~~442	)
DISCONTINUED OPERATIONS (Note 5):
(LOSS) INCOME FROM DISCONTINED OPERATIONS, (including gain on disposal of $2,910,565 during the six months ended June 30, 2011), NET OF TAX of $0		(26,669	)		2,555,190			(26,669	)		(350,667	)
(LOSS) INCOME FROM DISCONTINED OPERATIONS, (including gain on disposal of $2,910,565 during the nine months ended September 30, 2011), NET OF TAX of $0		(26,669	)		2,510,766			-			(14,270	)
NET (LOSS) INCOME	$	(~~525~~602,~~578~~265	)	$	108,~~190~~632,~~280~~568		$	(~~130~~76,~~309~~687	)	$	(1,~~770~~557,~~607~~712	)
Weighted Average Shares Outstanding (Basic and Diluted)		55,~~060~~069,~~818~~674			54,~~360~~418,~~526~~963			55,087,192			54,~~379~~533,~~159~~931
(Loss) Income per Share (Basic and Diluted)
(LOSS) INCOME FROM CONTINUING OPERATIONS	$	(0.01	)	$	0.1411		$	(0.00	)	$	(0.0203	)
(LOSS) INCOME FROM DISCONTINED OPERATIONS, NET OF TAX	$	(0.00	)	$	0.05		$	~~(0.00~~-	)	$	(0.0100	)
NET (LOSS) INCOME	$	(0.01	)	$	0.1916		$	(0.00	)	$	(0.03	)

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

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
NET (LOSS) INCOME	$	(~~525~~602,~~578~~265	)	$	108,~~190~~632,~~280~~568
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock based compensation expense		3740,~~220~~864			75115,~~107~~310
Depreciation and amortization		~~130~~179,~~794~~918			~~529~~628,~~931~~129
Bad debt expense		48,246			57,805
Inventory reserve		30,000			-
Impairment of assets of discontinued operations		26,669			-
Settlement of lititgation		50,000			45,000
Lease termination		-			1,243,161
Gain on redemption of preferred stock		-			(12,786,969	)
Gain on disposal of subsidiary		-			(2,910,565	)
Gain on sale of fixed asset		-			(54,475	)
Change in fair value associated with preferred stock and warrants liabilities		-			2,~~387~~386,~~324~~868
Amortization of deferred financing costs		-			141,710
Amortization of discount on Series A preferred stock		-			94,408
Bad debt expense		-			150,805
Deferred rent		-			27,688
Impairment of fixed assets		-			~~199~~404,~~454~~300
Write-off of note receivable		-			50,000
Changes in operating assets and liabilities:
Accounts receivable		~~265~~537,~~577~~515			(~~583~~700,~~288~~405	)
Accounts receivable factoring		~~(26~~5,~~165~~112	)		84,463
Deposits and other assets		-			72,089
Tax receivable		44,576			-
Cost in excess of billing on uncompleted contracts, net		392,129			(90,318	)
Deposits and other assets		-			78,663
Prepaid expenses and other current assets		17,128			131,865
Cost in excess of billing on uncompleted contracts, net		451,672			129,073
Accounts payable and accrued expenses		(423,601	)		564,207
Prepaid expenses and other current assets		(12,949	)		112,633
NET CASH USED IN OPERATING ACTIVITIES		(55,827	)		(1,681,284	)
Accounts payable and accrued expenses		(842,903	)		495,377
NET CASH USED IN OPERATING ACTIVITIES		(43,545	)		(1,725,258	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed asset		62,000			429,697
Proceeds from disposal of subsidiary/redemption of preferred stock		-			1,000,000
Purchase of equipment		-			(7,256	)
NET CASH PROVIDED BY INVESTING ACTIVITIES		62,000			1,422,441
NET INCREASE (DECREASE) IN CASH		618,~~173~~455			(~~258~~302,~~843~~817	)
CHANGE IN CASH OF DISCONTINUED OPERATIONS, INCLUDING
CASH DISPOSED OF AT THE TRANSACTION DATES		-			~~143~~154,~~350~~800
CASH AT BEGINNING OF YEAR		132,285			248,532
CASH AT THE END OF PERIOD	$	~~138~~150,~~458~~740		$	~~133~~100,~~039~~515
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for taxes	$	-		$	-
Non cash investing and financing activities:
Redemption of mandatorily redeemable preferred stock	$	-		$	16,500,000

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

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

American Defense Systems, Inc. (the “Company” or “ADSI”) was incorporated under the laws of the State of Delaware on December 6, 2002. On May 1, 2003, the stockholder of A. J. Piscitelli & Associates, Inc. (“AJP”) exchanged all of his issued and outstanding shares for shares of American Defense Systems, Inc. The exchange was accounted for as a recapitalization of the Company, wherein the stockholder retained all the outstanding stock of American Defense Systems, Inc. At the time of the acquisition American Defense Systems, Inc. was substantially inactive.

In January 2008, American Physical Security Group, LLC (“APSG”) was established as a wholly owned subsidiary of the Company for the purposes of acquiring the assets of American Anti-Ram, Inc., a manufacturer of crash tested vehicle barricades. On March 22, 2011, the Company entered into a Securities Redemption Agreement, as more fully discussed in Note 5, with the holders of its Series A convertible preferred stock (the “Series A Holders”), pursuant to which the Company sold to the Series A Holders all of the issued and outstanding membership interests in APSG. As such the results of APSG have been reflected in discontinued operations for all periods presented.

In July 2011, the Company relocated its corporate headquarters and operations from Hicksville, NY to Lillington, NC. The Company's new address is 420 McKinney Pkwy, Lillington, NC 27546, see Note 6.

Interim Review Reporting

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results and cash flows for the three and ~~six~~nine month periods ended ~~June~~September 30, 2012 are not necessarily indicative of the results ~~that~~ that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto included in the Company’s Form 10-K annual report for the year ended December 31, 2011 filed on April 16, 2012.

Nature of Business

The Company designs and supplies transparent and opaque armor solutions for both military and commercial applications. Its primary customers are United States government agencies and general contractors who have contracts with governmental entities. These products, sold under Vista trademarks, are used in transport and fighting vehicles, construction equipment, sea craft and various fixed structures which require ballistic and blast attenuation.

The Company also provides engineering and consulting services, develops and installs detention and security hardware, entry control and monitoring systems, intrusion detection systems, and security glass.

Principles of Consolidation

The consolidated financial statements include the accounts of American Defense Systems, Inc. and its wholly-owned subsidiaries, AJP and American Institute for Defense and Tactical Studies, Inc. (“AI”). All significant intercompany accounts and transactions have been eliminated in consolidation.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Management Liquidity Plans

As of ~~June~~September 30, 2012, the Company had a working capital deficit of $1,~~209~~232,~~019~~939, an accumulated deficit of $17,~~480~~557,~~765~~452, shareholders’ deficiency of $~~723~~796,~~370~~413 and cash on hand of $~~138~~150,~~458~~740. The Company has experienced substantial historical losses. The Company had net cash used in operations of $5543,~~827~~545 and $1,~~681~~725,~~284~~ 258 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. The Company continues to explore all sources of increasing revenue. If the Company is unable in the near term to raise capital on commercially reasonable terms or increase revenue, it will not have sufficient cash to sustain its operations ~~for~~beyond ~~the~~December ~~next~~31, ~~twelve months~~2012. As a result, the Company may be forced to further reduce or even curtail its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Reclassifications

Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on previously reported income.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Significant estimates for all periods presented include cost in excess of billings, allowance for doubtful accounts, and valuation of deferred tax assets.

Subsequent Events

The Company has evaluated events that occurred subsequent to ~~June~~September 30, 2012 through the date these financial statements were issued. Management concluded that no subsequent events required disclosure in these financial statements.

Revenue and Cost Recognition

The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”, which states that revenue is realized and earned when all of the following criteria are met:

(a) persuasive evidence of the arrangement exists,

(b) delivery has occurred or services have been rendered,

(d) collectibility is reasonably assured.

The Company recognizes revenue and reports profits from purchase orders filled under master contracts when an order is complete. Purchase orders received under master contracts may extend for periods in excess of one year. However, no revenues, costs or profits are recognized in operations until the period of completion of the order. An order is considered complete when all costs, except insignificant items, have been incurred and the installation or product is operating according to specification or the shipment has been accepted by the customer. Provisions for estimated contract losses are made in the period that such losses are determined. As of ~~June~~September 30, 2012 and December 31, 2011, there were no such provisions made.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Revenue

Cost in Excess of Billing

All costs associated with uncompleted customer purchase orders under contract are recorded on the balance sheet as a current asset called “Costs in Excess of Billings on Uncompleted Contracts, net.” Such costs include direct material, direct labor, and project-related overhead. Upon completion of a purchase order, costs are then reclassified from the balance sheet to the statement of operations as costs of revenue. A customer purchase order is considered complete when a satisfactory inspection has occurred, resulting in customer acceptance and delivery.

Concentrations

The Company’s bank accounts are maintained in financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and therefore bear minimal risk.

The Company has two suppliers, including a former subsidiary, that provided 2630% and 15%, respectively, of its supply needs during the ~~six~~nine months ended ~~June~~September 30, 2012. The Company had no ~~one~~suppliers ~~supplier~~ that provided 15greater than 10% of its supply needs during the ~~six~~nine months ended ~~June~~September 30, 2011. The Company has two suppliers, including a former subsidiary, that provided 3137% and 2114%, respectively, of its supply needs during the three months ended ~~June~~September 30, 2012. The Company had ~~one~~two ~~supplier~~suppliers, including a former subsidiary, that provided 2229% and 11%, respectively of its supply needs during the three months ended ~~June~~September 30, 2011. Additionally, the Company relies on a limited number of contract manufacturers and suppliers to provide manufacturing services for its products. The inability of any contract manufacturer or supplier to fulfill supply requirements of the Company could materially impact future operating results.

For the ~~six~~nine months ended ~~June~~September 30, 2012, the Company derived 1214% and 8584%, respectively, of its revenues from various U.S. government entities, and two other customers. For the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2011, the Company derived 1820% and 6766%, respectively, of its revenues from various U.S. government entities, and two other customers. For the three months ended ~~June~~September 30, 2012, the Company derived 1915% and 7982%, respectively, of its revenues from various U.S. government entities, and two other customers. For the three months ended ~~June~~September 30, 2011, the Company derived 2123% and 7066%, respectively, of its revenues from various U.S. government entities, and two other customers.

Allowance for Doubtful Accounts

The allowance for doubtful accounts reflects management’s best estimate of probable losses inherent in the account receivable balance. Management determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Management performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. While such bad debt expenses have historically been within expectations and allowances established, the Company cannot guarantee that it ~~will~~ will continue to experience the same credit loss rates that it has in the past. At ~~June~~September 30, 2012 and December 31, 2011, the ~~allowance~~ allowance for doubtful accounts was $500,007 and $451,761, respectively.

Long-Lived Assets

The Company periodically reviews long-lived assets and certain identifiable assets related to those assets for impairment whenever circumstances and situations change, such that there is an indication that the carrying amounts may not be recoverable. If the anticipated undiscounted cash flows of the long-lived assets are less than the carrying amount, their carrying amounts are reduced to fair value, and an impairment loss is recognized.

(Loss) Income per Share

Basic (loss) income per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net (loss) income per share is computed using the weighted-average number of common shares and excludes dilutive potential common shares outstanding, as their effect is anti-dilutive. Dilutive potential common shares would primarily consist of employee stock options, warrants and convertible preferred stock.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Securities that could potentially dilute basic EPS in the future that were not included in the computation of the diluted EPS because to do so would be anti-dilutive consist of the following:

	June 30,
	September 30,
	2012		2011
Warrants to purchase Common Stock		675,001		675,001
Options to purchase Common Stock		1,055,000		2,~~440~~365,000
Total potential Common Stock		1,730,001		3,~~115~~040,001

COSTS IN EXCESS OF BILLINGS (BILLINGS IN EXCESS OF COSTS) ON UNCOMPLETED CONTRACTS AND ACCOUNTS RECEIVABLE

Costs in Excess of Billings and Billing in Excess of Costs

The cost in excess of billings on uncompleted purchase orders issued pursuant to contracts reflects the accumulated costs incurred on purchase orders in production but not completed. Upon completion, inspection and acceptance by the customer, the purchase order is invoiced and the accumulated costs are charged to the statement of operations as costs of revenues earned. During the production cycle of the purchase order, should any progress billings occur or any interim cash payments or advances be received, such billings and/or receipts on uncompleted contracts are accumulated as billings in excess of costs. The Company fully expects to collect net costs incurred in excess of billing within twelve months and periodically evaluates each purchase order and contract for potential disputes related to overruns and uncollectable amounts.

Costs in excess of billing on uncompleted contracts, net were $~~786~~696,~~455~~912 and $1,178,584 as of ~~June~~September 30, 2012 and December 31, 2011, respectively.

Backlog

The estimated gross revenue on work to be performed on backlog was approximately $53 million and $75 million as of ~~June~~September 30, 2012 and 2011, respectively.

Accounts Receivable

The Company records accounts receivable related to its long-term contracts, based on billings or on amounts due under the contractual terms. Accounts receivable consist primarily of receivables from completed purchase orders and progress billings on uncompleted contracts. Allowance for doubtful accounts is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Any amounts considered recoverable under the customer’s surety bonds are treated as contingent gains and recognized only when received.

Accounts receivable throughout the year may decrease based on on payments received, credits for change orders, or back charges incurred. At ~~June~~September 30, 2012 and December 31, 2011, the Company ~~had~~ had accounts receivable of $~~625~~305,~~456~~272 and $891,033, respectively and an allowance for doubtful accounts of $500,007 and $451,761, respectively. The Company recorded bad debt expense of $048,246 and $~~150~~57,805 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. The Company recorded bad debt expense of $~~0 and $150~~48,~~805~~246 for the three months ended ~~June~~September 30, 2012 and ~~2011~~recorded a bad debt recovery of $93,000 ~~respectively~~for the three months ended September 30, 2011.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and others. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. While there can be no assurances, the Company does not expect that any of its pending legal proceedings will have a material financial impact on the Company’s results. Legal fees are expensed as incurred and are included in general and administrative expenses in the condensed consolidated statements of operations.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 4, 2008, Thomas Cusack, the Company’s former General Counsel, commenced an action with the United States Department of Labor, Occupational Safety and Health and Safety Administration, alleging retaliation in contravention of the Sarbanes-Oxley Act~~. On April 2~~, ~~2008,~~which ~~the~~was ~~Company~~dismissed ~~filed~~on ~~a response to the charges. On~~ May 12, 2011~~, the Department of Labor dismissed the complaint~~. On March 7, 2008, Mr. Cusack also commenced aan ~~second~~ action against the Company in New York State Supreme Court, Nassau County, ~~and the claims asserted are~~ for breach of contract, ~~conversion~~and conversion of stock ~~and~~ ~~related issues~~ arising from his termination of employment., Onand on November 5, 2008, the Company filed ~~an answer and filed~~ counterclaims against Mr. Cusack for fraud and rescission ~~of his contract~~. On June 4, 2012, the parties reached a settlement, ~~and~~which the parties are ~~currently~~ finalizing ~~a settlement agreement~~. The Company recorded $50,000 in settlement costs which are included in accrued expenses in the condensed consolidated balance sheet as of ~~June~~ September 30, 2012.

On January 7, 2011, Action Group, Inc. commenced an action in the United States District Court for the Eastern District of New York. The complaint sought $1,187,510, plus interest, for goods allegedly sold to the Company, for which payment was not received. This amount is included in accounts payable in the consolidated balance sheet as of December 31, 2011. While the parties were engaged in settlement discussions, plaintiff sought and was granted entry of a default on February 8, 2011. Plaintiff then filed a motion with the Court, dated March 7, 2011, seeking entry of a default judgment in the amount of $1,246,542, representing the original demand set forth in the complaint, plus interest, costs and disbursements. On March 16, 2011, the Court issued an Order, directing Defendants to respond to the Court in writing within seven days as to why default judgment should not be entered. On March 28, 2011, counsel for the Company sought and obtained an Order from the Court extending its time to respond to the Court's March 16, 2011 Order up to and including April 11, 2011. On April 11, 2011, Defendants served and filed a motion to set aside the default entered against them, and in opposition to plaintiff's motion for entry of a default judgment. The Court subsequently granted the Defendants' motion, over Plaintiff's objection, and permitted Defendants to interpose an answer. The answer to the complaint was filed on June 13, 2011, and Defendants asserted several affirmative defenses to payment, including a claim for offset of amounts expended by Defendant to resolve issues with non-conforming goods supplied by Plaintiff. Following document discovery, the parties entered into a settlement agreement obligating Defendant American Defense Systems, Inc. to pay $1,174,882 to Action Group over 117 weeks, and otherwise releasing all claims and defenses asserted in the action. The action has since been discontinued, with prejudice, by the parties.

On January 6, 2012, a group led by Dale Scales (the “Scales Group”) filed a Schedule 13D with the Securities and Exchange Commission stating that it intended to ask the Board of Directors to call a special meeting of the Company’s stockholders for the purpose of removing the Company’s directors for cause and replacing them with candidates chosen by the Scales Group. The Board of Directors believes that this filing misleads the Company’s stockholders because, among other things, it fails to disclose that the Scales Group is acting in concert with Anthony Piscitelli, the Company’s former chief executive officer. In November 2011, the Board demanded Mr. Piscitelli’s resignation as a result of mismanagement and misconduct that included providing confidential information belonging to the Company to Mr. Scales in violation of the Board’s express instructions. On January 9, 2012, the Board of Directors of the Company amended the Company’s bylaws to eliminate the ability of stockholders to request special meetings of stockholders. Subsequently, the Board has declined to call a special meeting of stockholders despite having received a request from the Scales Group purporting to have been signed by the holders of more than two thirds of the Company’s outstanding shares. On April 3, 2012, Mr. Scales and a company controlled by him filed a civil action in the Court of Chancery of the State of Delaware against the Company and the current members of its Board of Directors. The caption of the action is Armor Technologies LLC v. American Defense Systems, Inc., Civil Action No. 7394-CS. The plaintiffs allege that the Company’s current directors have breached their fiduciary duties by amending the bylaws and declining to schedule the special meeting requested by the Scales Group. The plaintiffs ask the Court to declare the bylaw amendment invalid and order the Board of Directors to call the special meeting requested by the ~~Scales~~ Scales Group. The plaintiffs also sought an award of compensatory damages in an unspecified amount. On May 9, 2012, the Company filed an answer to the complaint. During the ~~six~~nine ~~and three~~ months ended ~~June~~September 30, 2012, the Company incurred approximately $133,000 in legal fees associated with this matter. On June 4, 2012, the plaintiffs dismissed the action with prejudice.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SHAREHOLDERS’ DEFICIENCY

The following table summarizes the changes in shareholders'’ deficiency for the ~~six~~nine months ended ~~June~~September 30, 2012:

Balance - January 1, 2012	$	(235,012	)
Stock based compensation		3740,~~220~~864
Net loss		(~~525~~602,~~578~~265	)
Balance - June 30, 2012	$	(723,370	)
Balance - September 30, 2012	$	(796,413	)

Warrants

The following is a summary of stock warrants outstanding at ~~June~~September 30, 2012:

	Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Lives (in years)
Balance – January 1, 2012		675,001	$	2.00		1.18
Granted		-		n/a		-
Exercised		-		n/a		-
Cancelled, Forfeited or expired		-		n/a		-
Balance – June 30, 2012		675,001	$	2.00		0.68
Balance – September 30, 2012		675,001	$	2.00		0.43
Exercisable – June 30, 2012		675,001
Exercisable – September 30, 2012		675,001

The fair value of the stock warrants as of ~~June~~September 30, 2012 ~~and~~ and December 31, 2011 was not material.

Stock Option Plan

The Company accounts for all stock based compensation as an expense in the financial statements and associated costs are measured at the fair value of the award. The Company also recognizes the excess tax benefit related to stock option exercises as financing cash inflows instead of operating inflows. As a result, ~~the~~ the Company’s net (loss) income before taxes for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 included $3740,~~220~~864 and $75115,~~107~~310 of stock based compensation expense, respectively, and $113,~~443~~644 and $4140,~~828~~203, respectively for the three months ended ~~June~~ September 30, 2012 and 2011. The stock based compensation expense is included in general and administrative expense in the condensed consolidated statements of operations. The Company has selected a “with-and-without” approach regarding the accounting for the ~~tax~~ tax effects of share-based compensation awards.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of stock options outstanding at ~~June~~ September 30, 2012:

	Stock Options			Weighted- Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (In years)
Outstanding, January 1, 2012		2,040,000		$	1.57		-		3.47
Granted		-			n/a		n/a		n/a
Exercised		-			n/a		n/a		n/a
Cancelled/forfeited		(985,000	)		1.27		n/a		n/a
Outstanding, June 30, 2012		1,055,000		$	1.85		-		2.62
Outstanding, September 30, 2012		1,055,000		$	1.85		-		2.37
Exercisable, June 30, 2012		854,000		$	1.85				2.59
Exercisable, September 30, 2012		854,000		$	1.85				2.34

As of ~~June~~September 30, 2012, there was a total of $3327,~~072~~618 of unrecognized compensation arrangements granted under the Company’s 2007 Incentive Compensation Plan (the “2007 Plan”). The cost is expected to be recognized through 2015.

The Company did not issue any options during the ~~six~~nine and three months ended ~~June~~September 30, 2012.

The Company issued 100,000 shares of common stock to non-employee directors as compensation under the 2007 Plan during the ~~six~~nine months ended ~~June~~September 30, 2012. The fair value on the date of grant ~~was~~ was $5,000 based on the stock price on the date of issuance. These awards were fully vested on the date of grant.

DISCONTINUED OPERATIONS

APSG

On March 22, 2011, the Company entered into a Securities Redemption Agreement (the "Redemption Agreement") with the Series A Holders, pursuant to which the Company sold to the Series A Holders all of the issued and outstanding membership interests in APSG, the Company’s wholly-owned subsidiary. The Series A Holders owned an aggregate of 15,000 shares of the Series A Preferred. In exchange for the sale of the APSG interests to the Series A Holders, the Series A Holders (i) paid the Company $1,000,000 in cash at the closing of the transactions and (ii) tendered to the Company the Series A Preferred, which had an aggregate redemption price of $16,500,000. Upon the closing of the transactions, the Series A Holders own 100% of the APSG interests and APSG is no longer a subsidiary of the Company.

In connection with the Redemption Agreement, the Company and the Series A Holders entered into a Membership Interest Option Agreement (the "Option Agreement") pursuant to which the Series A Holders granted the Company an option (the “Option”) to repurchase the APSG interests within six months following the closing of the transactions contemplated by the Redemption Agreement at a cash purchase price equal to the sum of (i) $15,525,000, plus (ii) the amount of any net investment made in APSG concurrently with and following the closing of the Redemption Agreement and prior to the closing of the purchase of the APSG membership interests pursuant to exercise of the Option. An analysis of the Option was performed and its value was deemed to be immaterial.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The presentation herein of the results of continuing operations excludes APSG for all periods presented. The following APSG amounts have been segregated from continuing operations and are reflected as discontinued operations in the condensed consolidated statement of operations for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011:

	2012		2011
Revenues	$	-	$	969,291
Income from discontinued operations before income taxes		-		126,518
Gain on disposal of APSG		-		2,910,565
Income tax expense		-		-
Income from discontinued operations, net of tax	$	-	$	3,037,083

There were no APSG amounts reflected as discontinued operations in the condensed consolidated statement of operations for the three months ended ~~June~~September 30, 2012 and 2011.

The total consideration the Company received in connection ~~with~~ with the Redemption Agreement was $1.0 million in cash and the return and extinguishment of the mandatorily redeemable Series A Preferred which had a redemption value of $16.5 million. The Company allocated $4.4 million of the consideration to the sale of APSG based on a calculation of the fair value of APSG with the residual amount of the consideration allocated to the redemption of the Series A Preferred. The Company recorded a gain on the sale of APSG of ~~approximately~~ $32,910,565 ~~million~~ for the ~~six~~nine months ended ~~June~~September 30, ~~2011~~ 2011 based on the difference between the allocated consideration and the net book value of APSG, including goodwill.

During the second quarter of 2011, management decided to establish a plan to sell and or discontinue the operations of a portion of AI’s business consisting of the operation of a live-fire interactive tactical training range located in Hicksville, NY, hereinafter referred to as “T2”, therefore, the presentation herein of the results of continuing operations excludes T2 for all periods presented.

The following T2 amounts have been segregated from continuing operations and are reflected as discontinued operations in the condensed consolidated statement of operations for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011:

	2012		2011
Revenues	$	-	$	37,307
Loss from discontinued operations, net of tax	$	26,669	$	~~481~~476,~~893~~317

The following T2 amounts have been segregated from continuing operations and are reflected as discontinued operations in the condensed consolidated statement of operations for the three months ended ~~June~~September 30, 2012 and 2011:

	2012		2011
Revenues	$	-	$	~~16,807~~-
Loss from discontinued operations, net of tax	$	~~26,669~~-	$	~~350~~14,~~667~~270

The following T2 amounts have been segregated from continuing operations and are reflected as discontinued operations in the condensed consolidated balance sheets at ~~June~~September 30, 2012 and ~~December~~ December 31, 2011:

	June 30, 2012		December 31, 2011
	September 30, 2012		December 31, 2011
Current Assets:
Accounts receivable, net	$	-	$	10,774
Long-term Assets:
Property and equipment, net	$	-	$	15,895

During the ~~three~~nine months ended ~~June~~September 30, 2012, the Company ~~impaired~~ impaired the balance of T2 assets. During the ~~three~~nine months ended ~~June~~September 30, 2011, the Company recorded an impairment loss of $199,454 on long-lived assets related to T2.

~~Cash~~Tactical ~~flows~~Applications ~~from~~Group ~~discontinued operations were not reported separately for the six months ended June 30, 2012 and 2011.~~(“TAG”)

The Company recorded an additional reserve of $50,000 during the nine months ended September 30, 2011 related to a note receivable from the sale of TAG which operations were discontinued in 2009.

AMERICAN DEFENSE SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.Cash ~~LEASE~~flows ~~TERMINATION~~from discontinued operations were not reported separately for the nine months ended September 30, 2012 and 2011.

In connection with the Company’s relocation of its corporate headquarters and operations from Hicksville, NY to Lillington, NC, the Company surrendered the Premises in the building designated as 230 Duffy Avenue, Hicksville, NY, the “Premises” on July 15, 20116. OnTROUBLED ~~April~~DEBT 9, 2012, the Company entered into a lease termination agreement (the “Agreement”) with the landlord of the Premises. The Agreement states that the Company’s remaining payment obligation under the Lease is $82,878 as of April 9, 2012. This represents the balance of rental arrears on the Premises. The balance due on these rental arrears was $32,878 at June 30, 2012 and is included in accounts payable in the Company’s condensed consolidated balance sheet at June 30, 2012.RESTRUCTURING

7As discussed in Note 5, the Company entered into a Redemption Agreement with the Series A Holders, pursuant to which the Company sold to the Series A Holders all of the issued and outstanding membership interests in APSG, the Company’s wholly-owned subsidiary. ~~INCOME~~The ~~TAXES~~Series A Holders owned an aggregate of 15,000 shares of the Series A Preferred. In exchange for the sale of the APSG interests to the Series A Holders, the Series A Holders (i) paid the Company $1,000,000 in cash at the closing of the transactions and (ii) tendered to the Company the Series A Preferred, which had an aggregate redemption price of $16,500,000. Upon the closing of the transactions, the Series A Holders own 100% of the APSG interests and APSG is no longer a subsidiary of the Company, and the Series A Preferred was retired. The Company recorded a gain on the sale of APSG of $2,910,565 or $0.05 per share for the nine months ended September 30, 2011. The Company recorded a gain on the redemption of the Series A Preferred of $12,786,969 or $0.24 per share for the nine months ended September 30, 2011.

The Company accounted for this transaction as a troubled debt restructuring in accordance with the guidance in ASC 470.

LEASE TERMINATION

In connection with the Company’s relocation of its corporate headquarters and operations from Hicksville, NY to Lillington, NC, the Company surrendered the Premises in the building designated as 230 Duffy Avenue, Hicksville, NY, the “Premises” on July 15, 2011. On April 9, 2012, the Company entered into a lease termination agreement (the “Agreement”) with the landlord of the Premises. The Agreement states that the Company’s remaining payment obligation under the Lease is $82,878 as of April 9, 2012. This represented the balance of rental arrears on the Premises. The balance due on these rental arrears was $0 at September 30, 2012.

INCOME TAXES

In its interim financial statements the Company follows the guidance in ASC 270, “Interim Reporting” (“ASC 270”) and ASC 740, “Income Taxes” (“ASC 740”) whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim period’s income or loss. That rate differs from the U.S. statutory rate primarily as a result of certain net operating loss carryforwards and permanent differences between book and tax reporting.

The Company does not expect that its unrecognized tax benefits will significantly change within the next twelve months. The Company files a consolidated U.S. income tax return and tax returns in certain state and local jurisdictions. There are no current tax examinations in progress. As of ~~June~~September 30, 2012, the Company ~~remains~~ remains subject to examination in applicable tax jurisdictions for the relevant statute of limitations periods.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report and in our annual report on Form 10-K for the year ended December 31, 2011.

Except for statements of historical fact, certain information described in this report contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “project,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this report because they involve risks, uncertainties and other factors affecting our operations, market growth, service and products. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report.

Overview

We are a defense and security products company engaged in two business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; and architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. We disposed of the portion of our business related to the operation of a live-fire interactive tactical training range located in Hicksville, NY, hereinafter referred to as T2, during the year ended December 31, 2011. The portion of our business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011.

We primarily serve the defense market. Our customers include various branches of the U.S. military through the U.S. Department of Defense and to a much lesser extent other U.S. government, law enforcement and correctional agencies as well as private sector customers.

Our recent historical revenues have been generated primarily from a limited number of large contracts and a series of purchase orders from two customers. To continue expanding our business, we are seeking to broaden our customer base and to diversify our product and service offerings. Our strategy to increase our revenue, grow our company and increase shareholder value involves the following key elements:

· We have put a new leadership and management team in place effective November 2, 2011 to reform Company operations;

· We have favorably resolved all outstanding litigation against the Company including the cases involving Thomas Cusack, Action Group Inc., and the Scales Group, as more fully discussed in PART II, Item 1, Legal Proceedings;.

· We have decreased general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 by approximately $~~1,071,179~~2.3 million or 6775% compared to the ~~six~~ nine months ended ~~June~~September 30, 2011. The decrease included approximately $1.2 million in rent expense for the termination of the Hicksville lease which was ~~due~~recorded in the third quarter of 2011 and reversed in the fourth quarter of 2011. Excluding that, general and administrative expenses decreased approximately $1.1 million or 58%. The decrease was due primarily to lower overhead costs resulting from the Company’s relocation to Lillington, NC in July 2011, a reduction in employee benefits related to reduced headcount, and an overall cost cutting program initiated by the Board of Directors. These changes will enable us to better focus our efforts and to provide a more competitive business environment;

· We will diversify by selectively pursuing commercial opportunities in addition to our unique military and government activities;

· We will re-invigorate efforts to develop strategic alliances and form favorable partnerships with original equipment manufacturers (OEMs); and

· We will diligently research programs and efforts to capitalize on future requirements and demands for new armor and related force protection materials.

We are pursuing each of these growth strategies simultaneously.

Sources of Revenues

We derive our revenues by fulfilling orders under master contracts awarded by branches of the United States military, law enforcement and corrections agencies and private companies involved in the defense market and other customer purchase orders. Under these contracts and purchase orders, we provide customized transparent and opaque armor products for transport and construction vehicles used by the military, group protection kits and spare parts. We also derive revenues from sales of our architectural hardening and perimeter defense products, which we sometimes refer to as physical security products.

Our contract backlog as of June 30, 2012 was $5 million. We estimate that approximately $3 million of the backlog will be filled during the remainder of 2012. Accordingly, in order to maintain our current revenue levels and to generate revenue growth, we will need to win more contracts with the U.S. government and other commercial entities, achieve significant penetration into critical infrastructure and public safety protection markets, and successfully further develop our relationships with OEM's and strategic partners. Notwithstanding the possible significant troop reductions in Afghanistan and Iraq, we expect that demand in those countries for armored military construction vehicles will continue in order to repair significant war damage and for nation-building purposes. In addition, we are exploring interest in armored construction equipment in other countries with mine-infested regions.

WeOur ~~continue~~contract tobacklog ~~aggressively~~as ~~bid~~of onSeptember ~~projects~~30, ~~and~~2012 ~~are~~was in$3 ~~preliminary~~million. ~~talks~~We ~~with~~estimate athat ~~number~~approximately $800,000 of ~~international~~the ~~firms~~backlog will be filled during the remainder of 2012. Accordingly, in order to ~~pursue~~maintain ~~long-term~~our current revenue levels and to generate revenue growth, we will need to win more contracts with the U.S. government and other commercial ~~contracts~~entities, ~~including~~achieve significant penetration into critical infrastructure and public safety protection markets, and successfully further develop our relationships with ~~respect~~OEM's toand ~~Homeland~~strategic ~~Security~~partners. ~~There~~Notwithstanding ~~can~~the bepossible nosignificant troop ~~assurance~~reductions ~~that~~in Afghanistan and Iraq, we ~~will~~expect ~~obtain~~that ademand ~~sufficient~~in ~~number~~those ofcountries ~~contracts~~for orarmored ~~that~~military ~~any~~construction ~~contracts~~vehicles ~~obtained~~ will becontinue ofin order to repair significant ~~value~~war ordamage ~~duration~~and for nation-building purposes. In addition, we are exploring interest in armored construction equipment in other countries with mine-infested regions.

We continue to aggressively bid on projects to pursue long-term government and commercial contracts, including with respect to Homeland Security. There can be no assurance that we will obtain a sufficient number of contracts or that any contracts obtained will be of significant value or duration.

Cost of Revenues and Operating Expenses

Cost of Revenues. Cost of revenues consists of parts, direct labor and overhead expenses incurred for the fulfillment of orders under contract. These costs are charged to expense upon completion and acceptance of an order. Costs of revenues also includes the costs of prototyping and engineering, which are expensed upon completion of an order as well. These costs are included as costs of revenue because they are incurred to modify products based upon government specifications and are reimbursable costs within the contract. These costs for the production of goods under contract are expensed when they are complete. We allocate overhead expenses such as employee benefits, computer supplies, depreciation for computer equipment and office supplies based on personnel assigned to the job. As a result, indirect overhead expenses are included in cost of revenues and each operating expense category.

Sales and Marketing. Expenses related to sales and marketing consist primarily of compensation for our sales and marketing personnel, sales commissions and incentives, trade shows and related travel. Sales and marketing costs are charged to expense as incurred. As we have implemented various cost cutting measures, including a decrease in trade show participation and a reduction in headcount, in 2011, we expect that in 2012, sales and marketing expenses will decrease.

Research and Development. Research and development expenses are incurred as we perform ongoing evaluations of materials and processes for existing products, as well as the development of new products and processes. We expect that in 2012, research and development expenses will decrease. Research and development costs are charged to expense as incurred.

General and Administrative. General and administrative expenses consist of compensation and related expenses for finance, accounting, administrative, legal, professional fees, other corporate expenses and allocated overhead. We expect that in 2012, general and administrative expenses will continue to decrease due to cost cutting measures implemented in 2011. Cost cutting measures implemented include the Company’s relocation to Lillington, NC in July 2011, lower employee benefits due to reduced headcount, and restrictions on travel.

General and Administrative Salaries. General and administrative salaries expenses consist of compensation for the officers, IT, accounting, and design and engineering personnel. We expect that in 2012, general and administrative salaries expenses will decrease due to the cost cutting measures, which include reductions in employee headcount as well as salary reductions for remaining employees, implemented in 2011.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011, involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenue and Cost Recognition. We recognize revenue in accordance with Accounting Standards Codification (ASC) 605, "Revenue Recognition", which states that revenue is realized and earned when all of the following criteria are met: (a) persuasive evidence of the arrangement exists, (b) delivery has occurred or services have been rendered, (c) the seller's price to the buyer is fixed and determinable and (d) collectability is reasonably assured. Under this provision, revenue is recognized upon delivery and acceptance of the order.

We recognize revenue and report profits from purchases orders filled under master contracts when an order is complete, as defined below. Purchase orders received under master contracts may extend for periods in excess of one year. Purchase order costs are accumulated as deferred assets and billings and/or cash received are charged to a deferred revenue account during the periods of construction. However, no revenues, costs or profits are recognized in operations until the period upon completion of the order. An order is considered complete when all costs, except insignificant items, have been incurred and, the installation or product is operating according to specification or the shipment has been accepted by the customer. Provisions for estimated contract losses are made in the period that such losses are determined. As of June 30, 2012, there were no such provisions made.

All costs associated with uncompleted purchase orders under contract are recorded on the balance sheet as a deferred asset called "Costs in Excess of Billings on Uncompleted Contracts, net." Upon completion of a purchase order, such associated costs are then reclassified from the balance sheet to the statement of operations as costs of revenue.

Stock-Based Compensation. Stock based compensation consists of stock or options issued to employees, directors, consultants and contractors for services rendered. We account for the stock issued using the estimated current market price per share at the date of issuance. Such cost is recorded as compensation in our statement of operations at the date of issuance.

In December 2007, we adopted our 2007 Incentive Compensation Plan pursuant to which we have issued and intend to issue stock-based compensation from time to time, in the form of stock, stock options and other equity based awards. Our policy for accounting for such compensation in the form of stock options is as follows:

In accordance with ASC 718 “Compensation–Stock Compensation” we record stock based compensation at fair value. We use the Black-Scholes option pricing model to measure the fair value of our option awards. The Black-Scholes model requires the input of highly subjective assumptions including volatility, expected term, risk-free interest rate and dividend yield. In 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107, as codified in ASC 718-10-599, which provides supplemental implementation guidance for ASC 718.

Stock-based compensation expense recognized will be based on the estimated portion of the awards that are expected to vest. We will apply estimated forfeiture rates based on analyses of historical data, including termination patterns and other factors.

We recognized $3740,~~220~~864 and $75115,~~107~~310 in stock compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively, and $113,~~443~~644 and $4140,~~828~~203 for the three ~~months~~ months ended ~~June~~September 30, 2012 and 2011, respectively.

Consolidated Results of Operations

The following discussion should be read in conjunction with the information set forth in the condensed consolidated financial statements and the related notes thereto appearing elsewhere in this report. The following discussion excludes results of discontinued operations.

Comparison of the ~~Six~~Nine Months Ended ~~June~~September 30, 2012 and 2011

Revenues. Revenues for the ~~six months~~nine months ended ~~June~~September 30, 2012 were $35,~~624~~225,~~456~~489, a decrease of $~~713~~1,~~339~~768,157, or 1625%, as compared to revenues of $46,~~337~~993,~~795~~646 in the comparable period in 2011. This decrease was due primarily to a ship armoring project completed during the ~~six~~nine months ended September 30, 2011 and a reduction in the number of Field Service Representatives under contract from 3 in ~~the first half of~~ 2011 to 1 in ~~the first half of~~ 2012.

Cost of Revenues. Cost of revenues for the ~~six~~nine months ended ~~June~~September 30, 2012 was $2,~~080~~988,~~476~~400, a decrease of $~~428~~1,~~483~~149,871, or 1728%, over cost of revenues of $24,~~508~~138,~~959~~ 271 in the comparable period in 2011. This decrease resulted primarily from the decline in revenue.

Gross Profit. Gross profits for ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2012 and 2011 were $12,~~543~~237,~~980~~089 and $12,~~828~~855,~~836~~375, respectively. Gross profit margin was 43% and 42 41% for ~~six~~ nine months ended ~~June~~September 30, 2012 and 2011, respectively. The increase in gross profit margin resulted primarily from a better product mix.

Sales and Marketing Expenses. Sales and marketing expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 were $72111,~~534~~881 and $~~275~~343,~~715~~357, respectively, representing a a decrease of $~~203~~231,~~181~~476, or 7467%. The decrease was due primarily to a decrease in trade show expenses and related expenses from ~~selling~~ selling and marketing including use of outside consultants of approximately $116,000, as well as a reduction in headcount of approximately $107,000.

Research and Development Expenses. Research and development expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 were $3653,~~866~~776 and $~~184~~206,~~015~~815, respectively, a decrease of $~~147~~153,~~149~~039, or 8074%, due to a reduction in the number of employees from 3 full-time employees to 1 part-time employee.

General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2012 and 2011 were $516,778 and $1,587,957, respectively. The decrease of $1,071,179, or 67%, was due primarily to lower overhead costs resulting from the Company’s relocation to Lillington, NC in July 2011, lower general liability insurance due to decreased sales, reduction in employee benefits related to reduced headcount, and an overall cost cutting program initiated by the Board of Directors.

General and Administrative ~~Salaries Expense~~ Expenses. General and administrative ~~salaries~~ expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 were $~~705~~779,~~753~~883 and $13,~~352~~080,~~949~~834, respectively. The decrease of $~~647~~2,~~196~~300,951, or 4875%, was due primarily to alower overhead costs resulting from the Company’s relocation to Lillington, NC in July 2011 of approximately $307,000, lower general liability insurance due to decreased sales of approximately $97,000, reduction in employee benefits related to reduced headcount of ~~eight~~approximately $260,000, ~~employees~~and an overall cost cutting program initiated by the Board of Directors of approximately $326,000. asIn ~~well~~addition, approximately as$1.2 ~~salary~~million ~~reductions~~in rent expense for the termination of the Hicksville lease which was reversed in the fourth ~~remaining~~quarter ~~employees~~of 2011.

~~Depreciation~~General and ~~Amortization~~Administrative Salaries Expense. ~~Depreciation~~ General and ~~amortization~~administrative ~~expense~~salaries ~~was~~expenses ~~$130,794 and $433,595~~ for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, ~~respectively~~were $1,072,156 aand $1,798,914, respectively. The decrease of $~~302~~726,~~801~~758, or 7040%, was due primarily to ~~the~~a ~~absence~~reduction ofin ~~depreciation~~headcount onof ~~leasehold~~12 ~~improvements on the Company’s Hicksville~~employees, NYas ~~facility~~well ~~which~~as ~~was~~salary ~~vacated~~reductions infor ~~July~~remaining ~~2011~~employees.

~~Professional~~Depreciation ~~Fees~~and Amortization Expense. ~~Professional~~Depreciation ~~fees~~and amortization expense was $179,918 and $530,483 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011 ~~were $510~~,~~358~~ ~~and $501~~respectively,~~056,~~ a ~~respectively. The~~decrease ~~increase~~ of $9350,~~302~~565, or 266%, ~~was~~ due ~~primarily~~ to ~~approximately~~the ~~$133,000~~absence inof ~~legal~~depreciation ~~fees~~on ~~incurred~~leasehold ~~in connection~~improvements ~~with~~on the ~~Scales~~Company’s ~~Group case~~Hicksville, NY ~~partially~~facility ~~offset~~which bywas avacated ~~decrease~~ in ~~consulting~~July ~~fees~~2011.

~~Other~~Impairment ~~(Income)~~of ~~and~~Fixed ~~Expense~~Assets. ~~Our~~ ~~Series A~~We ~~Preferred was~~ recorded ~~at fair value through March 22, 2011 with changes in fair value recorded in the statement of operations.~~ Wean ~~experienced~~impairment ~~a loss~~ on ~~adjustment of fair value with respect to our Series A Preferred of $2,395,592 for~~ the ~~six~~leasehold ~~months~~improvements ~~ended June 30, 2011. In addition, we incurred interest expense associated with the amortization~~ of ~~the deferred financing costs and discount on the Series A Preferred of $236,373 for the six months ended June 30, 2011. We recorded a gain on the redemption of~~ our ~~Series A~~Hicksville ~~Preferred~~facility of $12204,~~786,969~~846 for the ~~six~~nine months ended ~~June~~September 30, 2011.

~~(Loss)~~Professional ~~Income from Discontinued Operations~~Fees. Professional Wefees ~~recorded a loss from discontinued operations of $26,669~~ for the ~~six~~nine months ended ~~June~~September 30, 2012 ~~related~~and to2011 ~~the~~were ~~impairment~~$536,153 ~~of the~~and ~~remaining~~$705,326, ~~assets of T2~~respectively. WeThe ~~recorded~~decrease ~~income from discontinued operations~~ of $2169,~~555~~173,~~190~~ or ~~for~~24%, ~~the~~was ~~six~~primarily ~~months~~the ~~ended~~result ~~June~~of ~~30,~~a ~~2011, including~~negotiated areduction ~~gain~~in onpreviously ~~the~~billed ~~disposal~~fees offrom ~~APSG~~our ofprior ~~$2,910,565.~~outside ~~See~~legal ~~Note~~counsel 5that was ofrecognized in the ~~accompanying~~third ~~condensed~~quarter ~~consolidated~~of ~~financial statements~~2012.

~~Comparison~~Other of(Income) and Expense. Our Series A Preferred was recorded at fair value through March 22, 2011 with changes in fair value recorded in the ~~Three~~statement ~~Months~~of ~~Ended~~operations. We ~~June~~experienced a loss on adjustment of fair value with respect to our Series A Preferred of $2,395,592 for the nine months ended September 30, ~~2012~~2011. In addition, we incurred interest expense associated with the amortization of the deferred financing costs and discount on the Series A Preferred of $236,373 for the nine months ended September 30, 2011. We recorded a gain on the redemption of our Series A Preferred of $12,786,969 for the nine months ended September 30, 2011.

~~Revenues. Revenues~~(Loss) ~~for~~Income ~~the~~from ~~three~~Discontinued Operations. ~~months~~We ~~ended~~recorded ~~June~~a ~~30,~~loss ~~2012~~from ~~were~~discontinued ~~$1,734,846,~~operations ~~a decrease~~ of $8726,~~296,~~669 orfor ~~5%,~~the asnine ~~compared~~months toended ~~revenues~~September ~~of $1~~30,~~822,142~~ in2012 related to the ~~comparable~~impairment ~~period~~of inthe ~~2011.~~remaining ~~This~~assets ~~decrease~~of ~~was~~T2. ~~due~~We ~~primarily~~recorded toincome afrom ~~slow-down~~discontinued inoperations ~~government~~of ~~orders~~$2,510,766 ~~and~~for ~~a reduction in~~ the ~~number~~nine ofmonths ~~Field~~ended ~~Service~~September ~~Representatives~~30, ~~under~~2011, ~~contract~~including ~~from~~a ~~three~~gain inon the ~~first~~disposal ~~quarter~~of APSG of ~~2011~~$2,910,565. toSee ~~one~~Note in5 of the ~~first~~accompanying ~~quarter~~condensed ofconsolidated ~~2012~~financial statements.

~~Cost~~Comparison of ~~Revenues. Cost of revenues for~~ the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2012 ~~was $789,169, a decrease of $335,499, or 30%, over cost of revenues of $1,124,668 in the~~ ~~comparable~~and ~~period in~~ 2011~~. This decrease resulted primarily from the decline in revenue.~~

~~Gross Profit~~Revenues. ~~Gross~~ ~~profits~~Revenues for the ~~three~~ three months ended ~~June~~September 30, 2012 ~~and 2011~~ were $~~945~~1,~~677~~601,032, ~~and~~a decrease of $~~697~~1,~~474~~017,512, ~~respectively.~~or ~~Gross~~39%, ~~profit~~as ~~margin~~compared ~~was~~to ~~55%~~revenues ~~and~~of ~~38%~~$2,618,544 ~~for~~in ~~three~~the ~~months~~comparable ~~ended~~period ~~June~~in ~~30,~~2011. ~~2012~~This ~~and~~decrease ~~2011,~~was ~~respectively.~~due ~~The~~primarily ~~increase~~to a slow-down in ~~gross~~government ~~profit~~orders ~~margin~~and ~~resulted~~a ~~primarily~~reduction ~~from~~in the ~~Company~~number ~~working~~of ~~with~~Field ~~the~~Service ~~government~~Representatives tounder ~~close~~contract ~~out~~from ~~existing~~three ~~contracts~~in ~~that~~the ~~resulted~~third quarter of 2011 to none in ~~additional~~the ~~billings~~third quarter of 2012.

~~Sales~~Cost ~~and~~of ~~Marketing Expenses~~Revenues. ~~Sales and~~ ~~marketing~~Cost ~~expenses~~of revenues for the three months ended ~~June~~September 30, 2012 ~~and~~was ~~2011 were~~ $31907,~~421 and $104~~923,~~311,~~ ~~respectively, representing~~ a decrease of $72714,~~890~~238, or 7044%., ~~The~~over ~~decrease~~cost ~~was~~of ~~due~~revenues ~~primarily~~of to$1,622,161 in athe ~~decrease~~comparable period in ~~trade~~2011. ~~show~~This ~~expenses~~decrease ~~and~~resulted ~~related~~primarily ~~expenses~~ from ~~selling and~~the ~~marketing~~decline ~~including~~in ~~use of outside consultants~~revenue.

~~Research~~Gross ~~and Development Expenses~~Profit. ~~Research~~ ~~and~~Gross ~~development~~profits ~~expenses~~ for the three months ended ~~June~~September 30, 2012 and 2011 were $17693,~~135~~109 and $68996,~~857~~383, respectively,. aGross ~~decrease~~profit ofmargin ~~$51,722,~~was or43% 75and 38% for three months ended September 30, ~~due~~2012 toand a2011, ~~reduction~~respectively. The increase in ~~the~~gross ~~number~~profit ofmargin ~~employees~~ resulted primarily from the ~~three~~Company ~~full-time~~working ~~employees~~with the government to ~~one part-time~~close ~~employee~~out existing contracts that resulted in additional billings.

~~General~~Sales and ~~Administrative~~Marketing Expenses. ~~General~~ Sales and ~~administrative~~marketing expenses for the three months ended ~~June~~September 30, 2012 and 2011 were $~~241~~39,~~488~~347 and $~~770~~70,~~939~~443, respectively., representing ~~The~~a decrease of $~~529~~31,~~451~~096, or 6944%,. The decrease was due primarily to ~~lower~~a ~~overhead~~decrease ~~costs resulting from the Company’s relocation to Lillington, NC~~ in ~~July~~trade ~~2011,~~show ~~lower~~expenses ~~general~~and ~~liability insurance due to decreased sales, reduction in employee benefits~~ related toexpenses ~~reduced~~from ~~headcount,~~selling and anmarketing ~~overall~~including ~~cost~~use ~~cutting program initiated by the Board~~ of ~~Directors~~outside consultants.

~~General~~Research and ~~Administrative~~Development ~~Salaries Expense~~Expenses. ~~General~~Research and ~~administrative~~development ~~salaries~~ expenses for the three months ended ~~June~~September 30, 2012 and 2011 were $~~342~~16,~~891~~910 and $~~649~~22,~~054~~800, respectively., ~~The~~a decrease of $~~306~~5,~~163~~890, or 4726%, ~~was~~ due ~~primarily~~ to a reduction in ~~headcount~~the number of ~~eight~~ employees, asfrom ~~well~~three asfull-time ~~salary~~employees ~~reductions~~to ~~for remaining~~one ~~employees~~part-time employee.

~~Depreciation~~General and ~~Amortization~~Administrative ~~Expense~~Expenses. ~~Depreciation~~General and ~~amortization~~administrative ~~expense~~expenses ~~was $57,650 and $210,953~~ for the three months ended ~~June~~September 30, 2012 and 2011 were $262,853 ~~respectively~~and $1,490,077, respectively. aThe decrease of $~~153~~1,~~303~~227,224, or 7382%, was due primarily to ~~the~~approximately ~~absence~~$1.2 ofmillion ~~depreciation~~in onrent ~~leasehold~~expense ~~improvements~~for on the ~~Company’s~~termination ~~Hicksville,~~of the NYHicksville ~~facility~~lease which was ~~vacated~~reversed in ~~July~~the fourth quarter of 2011.

General and Administrative Salaries Expense. General and administrative salaries expenses for the three months ended September 30, 2012 and 2011 were $366,655 and $445,965, respectively. The decrease of $79,310, or 18%, was due primarily to salary reductions for remaining employees.

~~Professional Fees~~Depreciation and Amortization Expense. ~~Professional~~ Depreciation ~~fees~~and amortization expense was $49,124 and $96,887 for the three months ended ~~June~~September 30, 2012 and 2011 ~~were $299~~,~~206~~ ~~and $262~~respectively,~~193,~~ a ~~respectively.~~decrease ~~The increase~~ of $3747,~~013~~763, or 1449%, ~~was~~ due ~~primarily~~ to ~~approximately~~the ~~$133,000~~absence inof ~~legal fees~~depreciation ~~incurred~~on inleasehold ~~connection~~improvements ~~with~~on the ~~Scales~~Company’s ~~Group case~~Hicksville, NY ~~partially~~facility ~~offset~~which bywas avacated ~~decrease~~ in ~~consulting~~July ~~fees~~2011.

~~Loss~~Impairment ~~from~~of ~~Discontinued~~Fixed ~~Operations~~Assets. We recorded an ~~losses~~impairment ~~from~~on ~~discontinued~~the ~~operations~~leasehold improvements of ~~$26,669~~our ~~and~~Hicksville facility of $~~350~~204,~~667~~846 for the three months ended ~~June~~September 30, ~~2012 June 30,~~ 2011~~, respectively, related to T2~~. ~~See Note 5 of the accompanying condensed consolidated financial statements.~~

Professional Fees. Professional fees for the three months ended September 30, 2012 and 2011 were $25,795 and $204,269, respectively. The decrease of $178,474, or 87%, was primarily the result of a negotiated reduction in previously billed fees from our prior outside legal counsel that was recognized in the third quarter of 2012.

Loss from Discontinued Operations. We recorded losses from discontinued operations of $0 and $14,270 for the three months ended September 30, 2012 September 30, 2011, respectively, related to T2. See Note 5 of the accompanying condensed consolidated financial statements.

Liquidity and Capital Resources

The primary sources of our liquidity during the ~~six~~nine months ended ~~June~~September 30, 2012 were net accounts receivable of $~~625~~305,~~456~~272 and costs in excess of billings of $~~786~~696,~~455~~ 912 as well as our ability to sell future accounts receivable under an accounts receivable purchase agreement with Republic Capital ~~Access~~ Access (RCA).

As of ~~June~~September 30, 2012, the Company had a working capital deficit of $1,~~209~~232,~~019~~939, an accumulated deficit of $17,~~480~~557,~~765~~452, shareholders’ deficiency of $~~723~~796,~~370~~413 and cash on hand of $~~138~~150,~~458~~740. The Company has experienced substantial historical losses. The Company had net cash used in operations of $5543,~~827~~ 545 and $1,~~681~~725,~~284~~258 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. The Company continues to explore all sources of increasing revenue. If the Company is unable in the near term to raise capital on commercially reasonable terms or increase revenue, it will not have sufficient cash to sustain its operations ~~for~~beyond ~~the~~December 31, ~~next twelve months~~2012. As a result, the Company may be forced to further reduce or even curtail its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Net Cash Used In Operating Activities. Net cash used in operating activities was $5543,~~827~~545 and $1,~~681~~725,~~284~~258 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2012 consisted primarily of changes in our operating assets and liabilities of $~~275~~183,~~068~~023, including changes in accounts receivable, cost in excess of billing, prepaid expenses and ~~other~~ other current assets, and accounts payable and accrued expenses, as well as an operating loss of $~~429~~546,~~103~~678. Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2011 consisted primarily of changes in our operating assets and liabilities of of $~~179~~199,~~018~~804 including accounts receivable, cost in excess of billing, prepaid expenses and other current assets, and accounts ~~payable~~ payable and accrued expenses as well as an operating loss of $24,~~506~~060,~~451~~200.

Net Cash Provided By Investing Activities. Net cash provided by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2012 was $62,000 and consisted of proceeds from the sale of a fixed asset. Net cash provided by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2011 was $1,422,441 and consisted of $1,000,000 of proceeds from the sale of APSG and the redemption of the Series A Preferred, as well as proceeds from the sale of a fixed asset of 429,697, partially offset by leasehold improvements and purchases of computer equipment.

Cash flows from discontinued operations were not reported separately for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011. Cash flows from discontinued operations were $~~143~~154,~~350~~ 800 for the ~~six~~nine months ended ~~June~~September 30, 2011. The absence of these cash flows is not expected to have a material effect on our future liquidity or capital resources.

Accounts Receivable Purchase Agreement

In July 2009, we entered into an accounts receivable purchase agreement with Republic Capital Access, LLC (RCA), which was amended in October 2009. Under the purchase agreement, we can sell eligible accounts receivables to RCA. Eligible accounts receivable, subject to the full definition of such term in the purchase agreement, generally are our receivables under prime government contracts.

Under the terms of the purchase agreement, we may offer eligible accounts receivable to RCA and if RCA purchases such receivables, we will receive an initial upfront payment equal to 90% of the receivable. Following RCA’s receipt of payment from our customer for such receivable, they will pay to us the remaining 10% of the receivable less its fees. In addition to a discount factor fee and an initial enrollment fee, we are required to pay RCA a program access fee equal to a stated percentage of the sold receivable, a quarterly program access fee if the average daily amount of the sold receivables is less than $2.25 million, (Program Continuance Fee), and RCA’s initial expenses in negotiating the purchase agreement and other expenses in certain specified situations. The purchase agreement also provides that in the event, but only to the extent, that the conveyance of receivables by us is characterized by a court or other governmental authority as a loan rather than a sale, we shall be deemed to have granted RCA effective as of the date of the first purchase under the purchase agreement, a security interest in all of our right, title and interest in, to and under all of the receivables sold by us to RCA, whether now or hereafter owned, existing or arising.

The initial term of the purchase agreement ended on December 31, 2009 and will renew annually after the initial term, unless earlier terminated by either of the parties. Pursuant to an amendment to the purchase agreement in October 2009, the term during which we may offer and sell eligible accounts receivable to RCA (Availability Period) was extended from December 31, 2009 to October 15, 2010, and the discount factor rate ~~was~~ was reduced from 0.524% to 0.4075%. On November 12, 2010, the term was further extended to October 15, 2011. On November 9, 2011, we we signed an amendment to the purchase agreement which extended the term to December 31, 2012, eliminated the Program Continuance Fee and added a Commitment Fee equal to 1% of the difference between the outstanding receivable balance and $1 million. As of ~~June~~ September 30, 2012, there was $~~31,277~~0 in accounts receivable for which RCA had not received payment from our customers.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (or Exchange Act) and are not required to provide the information required under this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as ~~defined~~ defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934 (or Exchange Act), are controls and other ~~procedures~~ procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~June~~September 30, 2012 because of the material weakness set forth below.

The following is a summary of the material weaknesses we identified as of December 31, 2011 which remain as of ~~June~~September 30, 2012.

Due to the reduction in accounting staff during 2011, we did not have a sufficient number of accounting personnel in order to have adequate segregation of duties. In addition, we did not have a sufficient number of trained accounting personnel with expertise in GAAP to ensure that complex, material and/or non-routine transactions were properly reflected in the consolidated financial statements. However, all such transactions have been properly disclosed in the accompanying condensed consolidated financial statements as of ~~June~~September 30, 2012 and December 31, 2011.

Our efforts to improve our internal controls are ongoing and focused on expanding our organizational capabilities to improve our control environment and on implementing process changes to strengthen our internal control and monitoring activities.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the quarter ended ~~June~~September 30, 2012 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

PART II

Item 1. Legal Proceedings

On March 4, 2008, Thomas Cusack, the Company’s former General Counsel, commenced an action with the United States Department of Labor, Occupational Safety and Health and Safety Administration, alleging retaliation in contravention of the Sarbanes-Oxley Act~~. On April 2~~, ~~2008,~~which ~~the~~was ~~Company~~dismissed ~~filed~~on ~~a response to the charges. On~~ May 12, 2011~~, the Department of Labor dismissed the complaint~~. On March 7, 2008, Mr. Cusack also commenced ~~a second~~an action against the Company in New York State Supreme Court, Nassau County, ~~and the claims asserted are~~ for breach of ~~contract,~~ contract and conversion of stock ~~and related issues~~ arising from his termination of employment., Onand on November 5, 2008, the Company filed ~~an answer and filed~~ counterclaims against Mr. Cusack for fraud and rescission ~~of his contract~~. On June 4, 2012, the parties reached a settlement, ~~and~~ which the parties are ~~currently~~ finalizing ~~a settlement agreement~~. The Company recorded $50,000 in settlement costs which are included in accrued expenses in the condensed consolidated balance sheet as of ~~June~~September 30, 2012.

On January 6, 2012, a group led by Dale Scales (the “Scales Group”) filed a Schedule 13D with the Securities and Exchange Commission stating that it intended to ask the Board of Directors to call a special meeting of the Company’s stockholders for the purpose of removing the Company’s directors for cause and replacing them with candidates chosen by the Scales Group. The Board of Directors believes that this filing misleads the Company’s stockholders because, among other things, it fails to disclose that the Scales Group is acting in concert with Anthony Piscitelli, the Company’s former chief executive officer. In November 2011, the Board demanded Mr. Piscitelli’s resignation as a result of mismanagement and misconduct that included providing confidential information belonging to the Company to Mr. Scales in violation of the Board’s express instructions. On January 9, 2012, the Board of Directors of the Company amended the Company’s bylaws to eliminate the ability of stockholders to request special meetings of stockholders. Subsequently, the Board has declined to call a special meeting of stockholders despite having received a request from the Scales Group purporting to have been signed by the holders of more than two thirds of the Company’s outstanding shares. On April 3, 2012, Mr. Scales and a company controlled by him filed a civil action in the Court of Chancery of the State of Delaware against the Company and the current members of its Board of Directors. The caption of the action is Armor Technologies LLC v. American Defense Systems, Inc., Civil Action No. 7394-CS. The plaintiffs allege that the Company’s current directors have breached their fiduciary duties by amending the bylaws and declining to schedule the special meeting requested by the Scales Group. The plaintiffs ask the Court to declare the bylaw amendment invalid and order the Board of Directors to call the special meeting requested by the Scales Group. The plaintiffs also sought an award of compensatory damages in an unspecified amount. On May 9, 2012, the Company filed an answer to the complaint. During the ~~six~~nine ~~and three~~ months ended ~~June~~September 30, 2012, the Company incurred approximately $133,000 in legal fees associated with this matter. On June 4, 2012, the plaintiffs dismissed the action with prejudice.

Item 1A. Risk Factors

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number		Exhibit

31.1*		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.

32.1*		Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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.

	AMERICAN DEFENSE SYSTEMS, INC.
Date: August 20, 2012	By:	/s/ Gary Sidorsky
Date: November 19, 2012	By:	/s/ Gary Sidorsky
		Gary Sidorsky
		Chief Financial Officer

Index to Exhibits

Exhibit Number		Exhibit

31.1		Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.

32.1		Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · AMERICAN DEFENSE SYSTEMS INC