UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~September~~December 3031, 2012

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

For the transition period from __________ to _________

Commission File Number: 000-31026

ELECTRONIC CONTROL SECURITY INC.

(Exact name of registrant as specified in its charter)

NEW JERSEY		22-2138196
(State or other jurisdiction		(IRS Employer Identification No.)
of incorporation or organization

790 BLOOMFIELD AVENUE, CLIFTON, NEW JERSEY 07012

(Address of principal executive offices)

(973) 574-8555

(Issuer's telephone number)

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

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 ~~November~~February 98, ~~2012~~2013, Electronic Control Security Inc. had outstanding 13,~~767~~867,146 shares of common stock, par value $0.001 per share.

INDEX PAGE

PART I — FINANCIAL INFORMATION
Forward Looking Statements		5
Item 1 - Financial Statements	3
Consolidated Balance Sheets September 30, 2012 (Unaudited) and June 30, 2012	3
	Consolidated Balance Sheets December 31, 2012 (Unaudited) and June 30, 2012	F-1
Unaudited Consolidated Statements of Operations for the three months ended September 30, 2012 and 2011	4
	Unaudited Consolidated Statements of Operations for the six and three months ended December 31, 2012 and 2011	F-2
Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, 2012 and 2011	5
	Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 2012 and 2011	F-3
~~Notes to Consolidated Financial Statements~~	6Notes to Consolidated Financial Statements	F-4
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	8	5
Item 4 - Controls and Procedures	11	7
PART II — OTHER INFORMATION
Item 6 – Exhibits	11	7
Signatures	12	8

Electronic Control Security Inc.

Consolidated Balance Sheets

	September 30,			June 30,
	December 31,			June 30,
	2012			2012
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	~~133,088~~556		$	1,403
Accounts receivable, net of allowance of $225,000		~~867~~953,~~714~~676			875,896
Inventories		12,~~969~~024,~~904~~040			1,960,667
Current portion of deferred income taxes		143,784			143,784
Other current assets		96100,~~863~~837			116,730
Total current assets		3,~~211~~222,~~353~~893			3,098,480
Property, equipment and software development costs - net		~~274~~253,~~277~~135			295,687
Intangible assets - net		~~855~~836,~~733~~799			874,667
Goodwill		196,962			196,962
Deferred income taxes		~~508~~525,~~016~~243			508,016
Other assets		7,~~196~~264			7,263
	$	5,~~053~~042,~~537~~296		$	4,981,075
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	1,~~105~~068,~~233~~390		$	1,032,198
Due to officers and shareholders		1,~~138~~040,~~046~~289			1,025,439
Line of credit		475,000			537,500
Current maturities of debt		~~2,639~~-			2,639
Total current liabilities		2,~~720~~583,~~918~~679			2,597,776
Noncurrent liabilities		-			-
Total liabilities		2,~~720~~583,~~918~~679			2,597,776
Shareholders' equity
Series A Convertible Preferred stock, cumulative, $.01 par value; $2.00 liquidation preference; 5,000,000 shares authorized, 300,000 and 300,000 shares issued and outstanding		3,000			3,000
Series B 10% Convertible Preferred stock, cumulative, $.001 par value; $2,261 and $2,205 per share liquidation preference; 2,000 shares authorized, 645 shares issued and outstanding		1			1
Common Stock, $.001 par value; 30,000,000 shares authorized; 11,967,146 and 11,967,146 shares issued; 11,867,146 and 11,867,146 shares outstanding		11,967			11,967
Common Stock, $.001 par value; 30,000,000 shares authorized; 13,967,146 and 11,967,146 shares issued; 13,867,146 and 11,867,146shares outstanding		13,967			11,967
Additional paid-in capital		13,~~752~~946,~~114~~864			13,716,268
Accumulated deficit		(11,~~429~~500,~~253~~005	)		(11,342,727	)
Accumulated other comprehensive income		4,790			4,790
Treasury stock, at cost, 100,000 shares		(10,000	)		(10,000	)
Total shareholders' equity		2,~~332~~458,~~619~~617			2,383,299
	$	5,~~053~~042,~~537~~296		$	4,981,075

See Notes to Consolidated Financial Statements.

3F-1

Electronic Control Security Inc.

Consolidated Statements of Operations

	Three Months
	Six Months						Three Months
	Ended						Ended
	September 30,
	December 31,						December 31,
	2012			2011			2012			2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	~~432~~854,~~074~~178		$	1,~~114~~667,~~431~~000		$	422,104		$	552,569
Cost of revenues		~~200~~374,~~190~~641			~~424~~886,~~781~~976			174,451			462,195
Gross profit		~~231~~479,~~884~~537			~~689~~780,~~650~~024			247,653			90,374
Research and development		2446,~~931~~794			3469,~~506~~011			21,863			34,505
Selling, general and administrative expenses		~~239~~489,~~805~~060			~~523~~860,~~135~~011			249,255			336,876
Income (loss) from operations		(32,852	)		132,009
Stock based compensation		-			96,815			-			96,815
Other expenses (income)
Loss from operations		(56,317	)		(245,813	)		(23,465	)		(377,822	)
Interest expense		17,826			17,489
Other expenses (income)
Other, net		-			-
Interest expense		42,403			34,518			24,577			17,029
Total other expenses (income)		17,826			17,489
Other, net		1,000			-			1,000			-
Income (loss) before income taxes		(50,678	)		114,520
Total other expenses (income)		43,403			34,518			25,577			17,029
Income taxes		-			(45,000	)
Loss before income taxes		(99,720	)		(280,331	)		(49,042	)		(394,851	)
Income (loss) before dividends		(50,678	)		159,520
Income tax expenses (benefits)		(15,040	)		-			(15,040	)		45,000
Dividends related to convertible preferred stock		35,847			39,816
Loss before dividends		(84,680	)		(280,331	)		(34,002	)		(439,851	)
Net income (loss) attributable to common shareholders	$	(86,525	)	$	119,704
Dividends related to convertible preferred stock		72,597			80,635			36,750			40,819
Net income (loss) per share:
Net loss attributable to common shareholders	$	(157,277	)	$	(360,966	)	$	(70,752	)	$	(480,670	)
Basic	$	(0.01	)	$	0.01
Net loss per share:
Diluted	$	(0.01	)	$	0.01
Basic	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.04	)
Weighted average number of common shares and equivalents:
Diluted	$	(0.01	)	$	(0.03	)	$	(0.01	)	$	(0.04	)
Basic		11,867,146			10,560,466
Weighted average number of common shares and equivalents:
Diluted		11,867,146			10,676,375
Basic		12,671,494			10,759,137			13,475,842			10,952,132
Diluted		12,671,494			10,759,137			13,475,842			10,952,132

See Notes to Consolidated Financial Statements.

4F-2

Electronic Control Security Inc.

Consolidated Statements of Cash Flows

	Three Months
	Six Months
	Ended
	September 30,
	December 31,
	2012			2011
	(Unaudited)			(Unaudited)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities:
Net income (loss) before deemed dividends	$	(50,678	)	$	159,520
Net loss before deemed dividends	$	(84,680	)	$	(280,331	)
Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization		4080,~~343~~419			51102,~~587~~844
Deferred income taxes		-(17,227	)		~~(45,000~~-	)
Increase in allowance for doubtful accounts		-			200,000
Stock based compensation		-			96,815
Increase (decrease) in cash attributable to changes in
Accounts receivable		8(77,~~182~~780	)		(~~544~~78,~~932~~262	)
Inventories		(963,~~237~~373	)		(68338,~~187~~318	)
Other current assets		1915,~~867~~893			183,~~732~~002
Accounts payable and accrued expenses		7336,~~034~~191			~~214~~258,~~122~~046
Other assets		67(1	)		~~272~~63
Net cash provided by (used in) operating activities		81,578			(13,886	)
Net cash used in operating activities		(110,558	)		(36,141	)
Cash flows from investing activities:
Acquisition of property plant and equipment		-			(18,768	)
Net cash used in investing activities		-			(18,768	)
Cash flows from financing activities:
Proceeds from short-term debt		-			50,000
Payments on short-term debt		(62,500	)		-
Payments on long-term debt		-(2,639	)		(711,~~732~~598	)
Increase (decrease) in due to officers		~~112~~174,~~607~~850			~~(15~~66,~~930~~841	)
Net cash provided by financing activities		50109,~~107~~711			26105,~~338~~243
Net increase (decrease) in cash and cash equivalents		~~131,685~~(847	)		(650,~~316~~334	)
Cash and cash equivalents at beginning of period		1,403			7,040
Cash and cash equivalents at end of period	$	~~133,088~~556		$	~~724~~57,374
Supplemental disclosures of cash flow information
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Cash paid during the period for
Interest	$	711,~~561~~605		$	16,~~621~~155
Taxes	$	-		$	-
Supplemental disclosures of noncash financing activities:
Conversion of shareholders' loans to common stock	$	-160,000		$	94,000

See Notes to Consolidated Financial Statements.

5F-3

Electronic Control Security Inc.

Notes to the Consolidated Financial Statements

Note 1 – Basis of Presentation

The accompanying unaudited ~~consolidated~~ consolidated financial statements of Electronic Control Security Inc. and its subsidiaries (collectively "the Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 8.03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting ~~principles~~ principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) ~~considered~~ considered necessary for a fair presentation have been included. Operating results for the three ~~months~~and ~~ended~~six ~~September~~month 30periods ended December 31, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2013. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 2012, as filed with the Securities and Exchange Commission.

Certain items in prior period information have been reclassified to conform the current year’s presentation.

Note 2 - Earnings Per Share

Basic earnings per share is computed ~~based~~ based on the weighted-average number of shares of the Company’s common stock, par value $0.001 per share, outstanding. ~~Diluted~~ Diluted earnings per share is computed based on the weighted-average number of shares of the Company’s common stock, including common stock equivalents outstanding. Certain common stock equivalents consisting of stock options, warrants, convertible debentures and convertible preferred stock that would have an anti-dilutive effect were not included in the diluted earnings per share attributable to common stockholders for the six month and three ~~months~~month periods ended ~~September~~December 3031, 2012 and 2011.

The following is a reconciliation of the denominators of the basic and diluted earnings per share computations:

	Three Months				Six Months
	Ended September 30,
	Ended December 31,				Ended December 31,
	2012		2011		2012		2011
Denominators:
Weighted-average shares outstanding used to compute basic earnings per share		1113,~~867~~475,~~146~~842		10,~~560~~952,~~466~~132		12,671,494		10,759,137
Effect of dilutive stock options		-—		~~115,909~~—		—		—
Weighted-average shares outstanding and dilutive securities used to compute dilutive earnings per share		1113,~~867~~475,~~146~~842		10,~~676~~952,~~375~~132		12,671,494		10,759,137

For the ~~three~~six months ended ~~September~~December 3031, ~~2012~~ 2012 and 2011, there were outstanding potential common stock equivalent shares of 43,~~004~~813,948 and 3,~~720~~774,~~195~~621, respectively, which ~~were~~ were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential ~~dilutive~~ dilutive common stock equivalent shares may be dilutive to future diluted earnings per share.

Note 3 - Inventories

Inventories consist of the following:

	September 30,			June 30,
	December 31,			June 30,
	2012			2012
Raw materials	$	~~309~~257,~~717~~161		$	281,021
Work-in-process		~~332~~398,~~408~~294			277,570
Finished goods		1,~~407~~448,~~779~~791			1,482,076
Subtotal		2,~~049~~104,~~904~~040			2,040,667
Allowance		(80,000	)		(80,000	)
	$	12,~~969~~024,~~904~~040		$	1,960,667

6F-4

Note 4 - Due to Officers and Shareholders

These amounts are composed of the following at ~~September~~December 3031, 2012 and June 30, 2012:

	September 30		June 30
	December 31,		June 30,
	2012		2012
Interest bearing advances, due on demand	$	~~189~~11,~~800~~983	$	197,756
Accrued compensation and other costs		~~948~~1,~~246~~028,306		827,683
	$	1,~~138~~040,~~046~~289	$	1,025,439

In October 2012, 2,000,000 shares of common stock were issued to certain officers in consideration of a reduction of $160,000 in interest bearing advances due to those officers.

Note 5 – New Authoritative Pronouncements

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

Note 6 – Financing Agreements

On ~~March~~February 278, ~~2012~~2013, the Company, ~~through~~ through its wholly owned subsidiary, ECSI International Inc., and Atlantic Stewardship Bank (the “Bank”) entered an agreement pursuant to which the maturity date for the amounts outstanding under the credit line established in March 2011 has been extended to ~~November~~May 15, ~~2012.~~2013, and the interest rate changed to prime plus 1%, with the minimum rate unchanged at 4.5%. The principal amount outstanding at ~~September~~December 3031, 2012 and June 30, 2012 was $475,000. All other terms of the agreements were unchanged.

Note 7 – Legal Proceeding

On March 7, 2012, the Company, through its wholly-owned subsidiary, ECSI International, Inc. filed a lawsuit in the United States District Court for the District of New Jersey against Lockheed Martin Global Training and Logistics (“Lockheed Martin”). The lawsuit, as detailed in the First Amended Complaint and Demand for Trial by Jury (the “Amended Complaint”) dated March 29, 2012, alleges breach of contract and tortious interference by Lockheed Martin and seeks actual damages of approximately $978,000, as well as punitive damages, costs and such further relief as the Court deems equitable and proper. In addition, the Amended Complaint seeks payment under Lockheed Martin’s payment bonds required by the United States Navy Facilities Engineering Command. At ~~September~~December 3031, 2012, and June 30, 2012, the Company has included in its accounts receivable (prior to allowances) the amount of ~~the~~ the actual damages claimed. Lockheed Martin has indicated that it may file counterclaim against ECSI International, Inc. seeking ~~reimbursement~~ reimbursement of approximately $200,000 in costs alleged to have been incurred by Lockheed Martin on the project related to the above amount due to us. We are aggressively pursuing our claim against Lockheed Martin and will vigorously defend against a counterclaim if if one is asserted. Discovery has been proceeding.

7F-5

ITEM 2.

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

The following discussion should be read in conjunction with our financial statements and the notes related to those statements. Some of our discussion is forward-looking and involves risks and uncertainties. For information regarding risk factors that could have a material adverse effect on our business, refer to the risk factors section of the Annual Report for the year ended June 30, 2012 on Form 10-K.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our Company and its representatives may from time to time make written or verbal forward-looking statements, including statements contained in this report and other Company filings with the Securities and Exchange Commission and in our reports to shareholders. Statements that relate to other than strictly historical facts, such as statements about our plans and strategies, expectations for future financial performance, new and existing products and technologies, and markets for our products are forward-looking statements. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "will" and other similar expressions identify forward-looking statements. The forward-looking statements are and will be based on our management's then-current views and assumptions regarding future events and operating performance, and speak only as of their dates. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors including, but not limited to, our current and future capital needs, uncertainty of capital funding, our clients' ability to cancel contracts with little or no penalty, ongoing delays by federal agencies of approved projects; cash flow impact arising from the dispute with prime contractors; government initiatives to implement Homeland Security measures, the ~~likelihood~~ ~~of completing transactions for which we have entered into letters of intent, the~~ state of the worldwide economy, competition, customers’ ability to pay our invoices within our standard credit terms, and other risks detailed in our Company's most ~~recent~~ recent Annual Report on Form 10-K and other Securities and Exchange Commission filings. We undertake no obligation to publicly ~~update~~ update or revise any forward-looking statements.

OVERVIEW

We design, develop, manufacture and market stand-alone and fully integrated state-of-the-art entry control and perimeter intrusion detection systems for Department of Defense, Department of Energy, nuclear power stations, and various international customers. We offer U.S. Air Force certified technology and a comprehensive services portfolio that includes: site survey/risk assessment, design & engineering, systems manufacturing and integration, factory acceptance testing, installation supervision, commissioning, operations and maintenance training.

We work closely with architects, engineers, systems integrators, construction managers and owners in the development and design of security monitoring and control systems that will afford a normative but secure environment for management, staff and visitors. To support such efforts, ECSI’s team of key personnel are technically accomplished and fully familiar with advances in planning, programming and designing systems utilizing standard peripheral components, mini/micro architecture, user friendly software/firmware selection and application.

Our mission is to establish ourselves as a Small Business (SB) prime contractor to take advantage of the small business opportunities that exist today and in the ~~forseeable~~foreseeable future. To achieve that end we have formed a team of both small and large corporation agreements to support our company in the pursuit of this market. We believe that our past performance and in depth experience as well as that of our teaming partners will place us in a lead position to capture a good share of this market.

We entered into strategic partnerships, teaming, and representative relationships with major multi-national corporations in each of the industries that comprise our target markets. These companies generally enjoy a strong market presence in their respective industries and we believe that our teaming agreements with these entities afford us added credibility. These entities frequently subcontract our services and purchase our products in connection with larger projects and, in turn, support the company on projects we are pursuing as the prime contractor. During fiscal ~~2011~~2012, we entered into teaming and marketing agreements with ITSI, SAIC, Fortis, Calnet, Honeywell, Culmen, ERIS, and Boeing.

During fiscal 2012, we submitted proposals on projects for Department of Defense facilities and certain nuclear power stations in the United States and Southeast Asia valued at approximately $146,550,000. We anticipate decisions relating to these proposals during fiscal 2013.

Recent Developments

Our revenues and results ~~from~~ from operations for the year ended June 30, 2012, and the ~~quarter~~three and six month periods ended ~~September~~December 3031, 2012, ~~were~~continue to be negatively impacted by the ongoing delays by agencies of the U.S. Government in proceeding with approved projects, funding projects already awarded, and in awarding new contracts. We have invested significant time and personnel resources in fiscal 2012 and to date in fiscal 2013 in providing proposals on future projects, both as a prime contractor (Small Business) and as a subcontractor. We are awaiting the results of the bidding process. No assurance can however, be provided that we will be awarded any projects. Our cash flow and liquidity continue to be severely impacted ~~with~~by the refusal by Lockheed Martin to to pay us for the accounts receivable due from them totaling almost $1 million. These amounts are the subject of litigation initiated by us in March 2012, as described in Item 3 of our Annual Report on Form 10-K for the year ended June 30, 2012 ~~initiated by us in March 2012~~.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires that we make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Management continually evaluates the accounting policies and estimates it uses to prepare the consolidated financial statements. We base our estimates on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

We do not participate in, nor has there been created, any off-balance sheet special purpose entities or other off-balance sheet financing. In addition, we do not enter into any derivative financial instruments for speculative purposes.

We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements.

INVENTORY VALUATION

Inventories are valued at the lower of cost or market. We routinely evaluate the composition of our inventory to identify obsolete or otherwise impaired inventories. Inventories identified as impaired are evaluated to determine if reserves are required. We currently have a reserve of $80,000 against inventory.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The allowance for doubtful accounts is comprised of two parts, a specific account analysis and a general reserve. Accounts where specific information indicates a potential loss may exist are reviewed and a specific reserve against amounts due is recorded. As additional information becomes available, such specific account reserves are updated. Additionally, a general reserve is applied to the aging categories based on historical collection and write-off experience.

ACCOUNTING FOR INCOME TAXES

We record a valuation allowance to our deferred tax assets for the amount that is more likely than not to be realized. While we consider historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event that we determine that we would be able to realize deferred tax assets in the future in excess of the net amount recorded, an adjustment to the deferred tax asset would increase income in the period such determination has been made. Likewise, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged against income in the period such determination was made.

FAIR VALUE OF EQUITY INSTRUMENTS

The valuation of certain items, including valuation of warrants or stock options that may be offered as compensation for goods or services, involve significant estimations with underlying assumptions judgmentally determined. Warrants are valued using the most reliable measure of fair value, such as the value of the goods or services rendered, if obtainable. If such value is not readily obtainable, the valuation of warrants and stock options are then based on the Black-Scholes valuation model, which involves estimates of stock volatility, expected life of the instruments and other assumptions.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX AND THREE ~~MONTHS~~MONTH PERIODS ENDED ~~SEPTEMBER~~ 30DECEMBER 31, 2012 COMPARED TO THE SIX AND THREE ~~MONTHS~~MONTH PERIODS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2011

REVENUES. We had net revenues for the ~~three~~six months ended ~~September~~December 3031, 2012 of $~~432~~854,~~074~~178 compared to $1,~~114~~667,~~431~~000 in the corresponding period in 2011, representing a decrease of approximately 6149%. ~~The~~Revenues for the three months ended December 31, 2012 were $422,104 compared to $552,569, representing a decrease of approximately 24%. The decreases in net revenues isin the six and three month periods ended December 31, 2012 compared to the corresponding periods in 2011 are primarily attributable to a decrease in deliverable products and support services billings resulting from continuing delays in release of funding at the Department of Defense and Department of Energy on projects where we serve as a subcontractor as well as at other customers. The budget constraints and budget uncertainty at the U.S. government agencies have significantly reduced the issuance of orders and delayed projects for all participants in our industry.

GROSS MARGINS. Gross margins for the ~~three~~six months ended ~~September~~December 3031, 2012 were 5456% as compared to 6247% for the corresponding period in 2011. ~~The~~and ~~decrease~~the in gross margins were 59% for the three months isended ~~primarily~~December ~~attributable~~31, 2012 as compared to 16% for the ~~decrease~~three inmonths ~~revenues~~ended ~~discussed~~December ~~above~~31, ~~substantially~~2011. ~~offset~~The byincrease ain ~~change~~gross margins for the six and three month periods of 2012 compared to the same periods in 2011 is primarily attributable to a change in the mix of equipment sales and support services billings and a reduction in personnel costs due to the lower revenues, partially offset by the decrease in revenues discussed above.

RESEARCH AND DEVELOPMENT. Research and development expenses were $2446,~~931~~794 and $21,863 for the six and three months ended ~~September~~December 3031, 2012, ~~compared~~respectively, compared to $69,011 and $34,~~506~~505 for the corresponding six months and three months, respectively, in 2011. The reduction in research and development expenses was due to reductions in personnel costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses were $~~239~~489,~~805~~060 for the ~~three~~six months ended ~~September~~December 3031, 2012 compared to $~~523~~860,~~135~~011 for the corresponding six months in 2011. Selling, general and administrative expenses were $249,255 for the three months ended December 31, 2012 compared to $336,876 for the corresponding six months in 2011. The decrease in selling, general and administrative expenses during the ~~three~~six ~~months~~month period ended ~~September~~ 30December 31, 2012 as compared to the corresponding period in 2011 is primarily attributable to an increase in 2011 in our allowance for doubtful accounts in the amount of $200,000,. In the six and tothree amonth ~~25%~~periods ~~reduction~~ended December in31, ~~the~~2012 ~~three~~as ~~months~~compared ofto ~~2012~~the same periods in 2011, the other components of the selling, general and administrative expenses, decreased by 26% primarily due to reduced personnel costs.

~~INCOME~~STOCK BASED ~~(LOSS)~~COMPENSATION. ~~FROM~~From ~~OPERATIONS. The~~time ~~loss~~to ~~from~~time, ~~operations~~we ~~for~~issue ~~the~~stock ~~three~~options ~~months~~to ~~ended~~our ~~September~~directors ~~30,~~and ~~2012~~employees ofand ~~$(32,852)~~consultants. ~~compared~~In the toquarter aended ~~profit~~December of31, ~~$132~~2011,~~009~~ we recognized expense for ~~the~~stock ~~corresponding three~~based ~~months~~compensation of ~~2011~~$96,815. ~~The~~Stock-based ~~decrease~~compensation inis non-cash ~~income~~and, ~~from~~therefore, ~~operations~~has ~~during~~no ~~the~~impact ~~2012~~on ~~period~~cash ~~compared~~flow toor ~~the~~liquidity. ~~2011~~We ~~period~~issued ~~was~~no ~~primarily~~stock ~~attributable to~~options in the ~~lower~~six ~~revenues,~~and ~~offset~~three bymonth ~~reductions~~periods ended inDecember ~~personnel~~31, ~~costs~~2012.

~~DIVIDENDS~~LOSS ~~RELATED~~FROM TOOPERATIONS. ~~CONVERTIBLE PREFERRED~~The ~~STOCK.~~loss Wefrom ~~recorded~~operations ~~dividends~~for ~~totaling~~the three months ended December 31, 2012 of $35(23,~~847~~465) oncompared ~~our~~to ~~Series~~a Bloss ~~Convertible~~of ~~Preferred~~$(377,822) ~~Stock~~for the corresponding three months of 2011. The decrease in the loss from operations during the three months ended ~~September~~December 3031, 2012 compared ~~and~~to the same period in 2011 was primarily attributable to the 2011 increase in the allowance for doubtful accounts of $39200,~~816~~000, the 2011 stock based compensation of $96,815 and to reductions in personnel costs in 2012. The loss from operations for the six months ended December 31, 2012 was $(56,317) compared to a loss of $(245,813) for the corresponding ~~three~~six months inof 2011. The ~~reduction~~decrease in ~~these~~the ~~dividends~~loss isfrom ~~due~~operations during the six months ended December 31, 2012 period compared to ~~conversion~~the insame ~~fiscal~~period in 2011 of awas ~~portion~~primarily ofattributable to the ~~outstanding~~2011 ~~Series~~increase Bin ~~Convertible~~the ~~Preferred~~allowance ~~Stock.~~for Indoubtful accounts ~~lieu~~ of a$200,000, ~~cash~~the ~~payment,~~2011 westock ~~have~~based ~~elected~~compensation of $96,815 ~~under~~and to reductions in personnel costs in 2012. In the ~~terms~~six ofmonths, these ~~securities,~~items towere ~~add~~partially ~~this~~offset ~~amount~~by to the ~~stated~~higher ~~value~~revenues ofin the ~~Series~~six Bmonths ~~Convertible~~of ~~Preferred Stock~~2011.

DIVIDENDS RELATED TO CONVERTIBLE PREFERRED STOCK. We recorded dividends totaling $72,597 on our Series B Convertible Preferred Stock in the six months ended December 31, 2012 and $80,635 in the corresponding six months in 2011. The reduction in these dividends is due to conversion in fiscal 2011 of a portion of the outstanding Series B Convertible Preferred Stock. In lieu of a cash payment, we have elected, under the terms of these securities, to add this amount to the stated value of the Series B Convertible Preferred Stock.

These dividends are non-cash and, therefore, have no impact on our net worth, cash flow or liquidity.

LIQUIDITY AND CAPITAL RESOURCES

Our cash flow has been adversely ~~impacted~~ impacted by the refusal of Lockheed Martin to forward to us the proceeds of accounts receivable payable to us. This matter is ~~currently~~ currently the subject matter of litigation initiated by us in March 2012 and discussed in Item 3 of our Annual Report on Form 10-K for the year ended June 30, 2012. Nonetheless, we believe that cash on hand, together with anticipated collection of accounts receivable during the short term, will be sufficient to provide for our working capital needs for the next 12 months. However, we may need to raise funds in order to allow for shortfalls in anticipated revenue or to expand existing capacities and/or to satisfy any additional significant purchase orders that we may receive. At the present time, we have no assurances of additional revenue beyond the firm purchase orders we have received. We are in discussions with Atlantic Stewardship Bank regarding the existing line of credit, which was fully utilized with a balance of $475,000 at ~~September~~ 30December 31, 2012. These discussions include potentially extending the line of credit or converting it to a term loan. The line of credit is due on ~~November~~February 15, ~~2012~~2013.

Our working capital was approximately $~~490~~639,000 at ~~September~~December 3031, 2012 as compared to $501,000 at June 30, 2012. The increase in working capital was primarily due to the conversion by certain officers of $160,000 in interest bearing loans into common stock. Net cash ~~provided~~used byin operating activities for the ~~three months~~six months ended ~~September~~December 3031, 2012 was $81(105,~~578~~097) as compared to ~~about~~ $(1336,~~886~~141) used in operating activities for the corresponding ~~three~~six months in 2011.

10Accounts receivable increased by similar amounts in the six months ended December 31, 2012 and in the six months ended December 31, 2011.

Accounts ~~receivable~~payable ~~were~~and ~~reduced~~accrued ~~slightly~~expenses have inincreased by $36,191 to $1,068,390 for the ~~three~~six months ended ~~September~~December 3031, 2012. ~~The~~as ~~accounts~~compared ~~receivable~~to ~~increased~~an byincrease of $~~544~~258,~~932~~046 in the ~~three~~corresponding six months ~~ended September 30, 2011 due to the delays~~ in ~~payments by Lockheed Martin~~2011.

~~Accounts~~In ~~payable~~order ~~and~~to ~~accrued~~conserve ~~expenses~~our ~~have~~cash resources, ~~increased~~we bydid ~~$73,034~~not topurchase $1any property,~~105,233~~ ~~for~~plant and equipment during the ~~three~~six months ended ~~September~~December 3031, 2012. asWe ~~compared~~do tonot anhave ~~increase~~any ofmajor ~~$169,031 in the~~material ~~corresponding~~commitments ~~three~~for ~~months~~capital inexpenditures ~~2011~~going forward.

InSubsequent ~~order~~Event to– ~~conserve~~Contract our cash resources, we did not purchase any property, plant and equipment during the three months ended September 30, 2012. We do not have any major material commitments for capital expenditures going forward. Award

On January 17, 2013, we were advised that a contract was awarded to ECSI’s team, of which ECSI is small business prime contractor, for support and technology services to the Department of Defense (“DoD”). The cumulative contract ceiling of the award to include thirteen prime contractors and their respective subcontractors is $249,000,000 over five years. The contract is an Indefinite Delivery Indefinite Quantity (“IDIQ”) contract, and the work to be performed under it will be awarded to the thirteen teams on individual task orders on a competitive basis. With its subcontractors, ECSI has a strong competitive team; however, there is no assurance that ECSI will be awarded work under any task orders on the contract.

The contract is in response to initiatives promulgated by the DoD and other Government agencies, require engineering development, design, procurement, fabrication of entry control and perimeter detection technologies, installation, information assurance, logistics, maintenance, and life cycle support services for Infrastructure Protection purposes. These systems will support the operational requirements of high value DoD and other Government agencies where security is of high or vital interest.

ITEM 4. CONTROLS AND PROCEDURES.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, management and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

During the quarter ended ~~September~~December 3031, 2012, there was no change in our internal controls over financial reporting that have materially affected, or are reasonably likely to to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

The following set forth certain information with respect to all securities sold by us during the three months ended December 31, 2012.

In October 2012, the Company issued 2,000,000 shares of common stock to officers in consideration of the conversion of certain amounts due to them in the aggregate amount of $160,000.

The shares were issued in the transactions described above without registration under the Securities Act in reliance upon the exemptions provided in Section 4(2) of the Securities Act. The recipient of the shares acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in all of the above transactions. The recipients represented that it was an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act, or had such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in its common stock. The recipient had adequate access, through its relationships with the Company and its officers and directors, to information about the Company. None of the transactions described above involved general solicitation or advertising. No underwriters were utilized and no related fees or expenses were incurred.

ITEM 5. OTHER INFORMATION.

On February 8, 2013, Electronic Control Security Inc. (the “Company”) , through its wholly owned subsidiary, ECSI International Inc. (“the “Subsidiary”), and Atlantic Stewardship Bank (the “Bank”) entered an agreement pursuant to which the maturity date for the amounts outstanding under the credit line established in March 2011 and had been due to mature on February 15, 2013, has been extended to May 15, 2013. The principal amount outstanding is $473,000 as of February 8, 2013. All other terms of the agreements were unchanged.

ITEM 6. EXHIBITS.

Exhibit No.		Title
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

117

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.

	ELECTRONIC CONTROL SECURITY INC.
Date: November 14, 2012	By:
Date: February 14, 2013	By:
	/s/ Arthur Barchenko
	Arthur Barchenko
	President, Chief Executive Officer
	(duly authorized officer and principal executive officer)
Date: November 14, 2012	By:
Date: February 14, 2013	By:
	/s/ Daryl Holcomb
	Daryl Holcomb
	Chief Financial Officer
	(principal financial officer and principal accounting officer)

128

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