- Amended Quarterly Report (10-Q/A)

Date : 11/17/2010 @ 6:59PM
Source : Edgar (US Regulatory)
Stock : (UNDT)
Quote : 0.0031  0.0 (0.00%) @ 12:00AM

- Amended Quarterly Report (10-Q/A)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
____________________________

FORM 10-Q/ A
     
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended:   March 31, 2010
  
OR
  
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the transition period from ___ to ____
  
Commission File Number 0-31012
  
UNIVERSAL DETECTION TECHNOLOGY
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
  
California
 
95-2746949
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
340 North Camden Drive, Suite 302
Beverly Hills, California
 
90210
(Address of principal executive offices)
 
(Zip Code)
 
Issuer's telephone number: (310) 248-3655
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o   No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer o Accelerated filer 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
 
Number of shares outstanding as of November 16, 2010: 1,907,781,837 common shares.
 
Transitional Small Business Disclosure Format:  Yes  o   No x
 
 
EXPLANATORY NOTE: This Form 10-Q/A is filed solely to clarify disclosure set forth under Item 4T Controls and Procedures and to file a revised Exhibit 31.1. All other disclosures and the entire content set forth in this Form 10-Q/A and the exhibits hereto are identical to that in the Form 10-Q as filed on May 24, 2010.
 


 
 
 
 
 
FORM 10-Q
 
INDEX
  
     
Page No.
PART I.
Financial Information
3
     
 
Item 1.
Condensed Consolidated Financial Statements (unaudited) :
       
   
Notes to Condensed Consolidated Financial Statements
6
       
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
14
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
21
       
 
Item 4T.
Controls and Procedures.
21
       
PART II.
Other Information
24
     
 
Item 1.
Legal Proceedings
24
       
 
Item 1A
Risk Factors
24
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
25
       
 
Item 3.
Defaults Upon Senior Securities
25
       
 
Item 4.
Removed and Reserved
26
       
 
Item 5.
Other Information
26
       
 
Item 6.
Exhibits
26
       
SIGNATURES
  27

 
2

 
 
PART I
FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2010, AND DECEMBER 31, 2009
(UNAUDITED)
ASSETS
           
   
March 31, 2010
   
December 31, 2009
 
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 917     $ 1,367  
Accounts Receivable,net
    5,584       3,626  
Inventory
    4,117       4,117  
Prepaid expenses
    -       7,678  
                 
Total current assets
    10,618       16,788  
                 
Deposits
    21,300       21,300  
Equipment, net
    10,412       13,376  
                 
Total assets
  $ 42,330     $ 51,464  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES:
               
Accounts payable, trade
  $ 1,061,972     $ 1,035,204  
Accrued liabilities
    513,070       547,502  
Accrued payroll - officers
    620,477       548,126  
Notes payable - related party
    120,346       64,612  
Notes payable
    916,844       888,843  
Accrued interest expense
    657,671       629,149  
                 
Total current liabilities
    3,890,380       3,713,436  
                 
Long term notes payable
    232,981       354,826  
                 
Total liabilities
    4,123,361       4,068,262  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' DEFICIT:
               
Preferred stock, $.01 par value, 20,000,000 shares
               
authorized, -0- issued and outstanding
    -       -  
Common stock, no par value,200,000,000 shares authorized,
               
1,171,984,806 shares issued and outstanding as of March 31, 2010
         
and 1,020,051,351 shares issued and outstanding as of December 31, 2009
    34,317,278       33,907,469  
Shares to be issued
    112,441       -  
Additional paid-in-capital
    5,313,089       5,313,089  
Accumulated deficit
    (43,823,839 )     (43,237,356 )
                 
Total stockholders' deficit
    (4,081,031 )     (4,016,798 )
                 
Total liabilities and stockholders' deficit
  $ 42,330     $ 51,464  
 
See accompanying notes to consolidated financial statements.
 
 
3

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
 
 
   
2010
   
2009
 
   
(UNAUDITED)
   
(UNAUDITED)
 
             
REVENUE, NET
  $ 1,958     $ 15,482  
COST OF GOODS SOLD
    1,148       1,869  
                 
GROSS PROFIT
    810       13,613  
                 
OPERATING EXPENSES:
               
Selling, general and administrative
    314,835       183,600  
Marketing
    3,385       12,325  
Depreciation and amortization
    2,964       7,533  
                 
Total expenses
    321,184       203,458  
                 
LOSS FROM OPERATIONS
    (320,374 )     (189,845 )
                 
OTHER INCOME (EXPENSE):
               
Interest income
    1       11  
Interest expense
    (42,135 )     (52,374 )
Other income
    3,750       -  
Loss on settlement of debt
    (227,725 )     (37,056 )
                 
Total other expenses
    (266,109 )     (89,419 )
                 
NET LOSS
  $ (586,483 )   $ (279,264 )
                 
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED:
  $ (0.0005 )   $ (0.0100 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    1,083,276,169       54,235,466  
  
Weighted average number of dilutive securities has no been calculated as the effect of dilutive securities would be anti-dilutive
  
See accompanying notes to consolidated financial statements.
 
 
4

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
 
 
   
2010
   
2009
 
   
(UNAUDITED)
   
(UNAUDITED)
 
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (586,483 )   $ (279,264 )
Adjustments to reconcile net loss to net cash used in operations:
         
Stocks issued for services
    25,008       12,451  
Stock option expenses
    -       -  
Loss on settlement of debt
    227,725       37,056  
Depreciation
    2,964       7,533  
Changes in operating assets and liabilities:
               
Inventory
    -       -  
Accounts receivable
    (1,958 )     80  
Prepaid expenses
    7,678       (2,874 )
Deposits
    -       -  
Stock to be issued
    112,441       -  
Accounts payable and accrued liabilities
    103,441       112,519  
                 
Net cash used in operating activities
    (109,184 )     (112,499 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Decrease (increase) in restricted cash
    -       10,477  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from notes payable-related party
    68,439       17,298  
Proceeds from notes payable
    53,000       92,000  
Payments on notes payable - related party
    (12,705 )     (7,976 )
Payments on notes payable
    -       -  
                 
Net cash provided by financing activities
    108,734       101,322  
                 
                 
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (450 )     (700 )
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    1,367       1,910  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 917     $ 1,210  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
                 
Income tax
  $ -     $ -  
Interest Paid
  $ 462     $ -  
                 
SUPPLEMENTAL DISCLOSURES FOR NON CASH INVESTING AND
 
FINANCING ACTIVITIES:
               
                 
Shares issued for settlement of debt and accrued interest
  $ 272,359     $ 189,456  
Compensation contribution
  $ -     $ -  
   
See accompanying notes to consolidated financial statements.
  
 
5

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
  
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited consolidated financial statements have been prepared by Universal Detection Technology and Subsidiaries, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) Form 10-Q and Item 310 of Regulation S-K, and generally accepted accounting principles for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) that are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K. The results of the three months ended March 31, 2010, are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
GOING CONCERN
 
As of March 31, 2010, the Company had a working capital deficit of $3,879,762 and an accumulated deficit of $43,823,839. The Company incurred a net loss of $586,483 for the three month period ended March 31, 2010.  These conditions raise substantial doubt about its ability to continue as a going concern.  Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately achieve profitable operations.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
 
During the first three months of 2010, the Company sold detection kits under various purchase agreements and had consulting revenue for $1,958. The Company also entered into various agreements to issue 152,070,871 shares of its common stock to third parties in order to convert outstanding debt to the respective parties.  The value of the stock issued in consideration for the debt conversion was $384,800.
 
Management has taken certain restructuring steps to provide the necessary capital to continue its operations. These steps included: 1) to continue actively seeking additional funding and 2) seek additional funds support.
 
 
6

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
   
RECLASSIFICATION
 
Certain reclassifications have been made to the prior year balances to conform to the current year presentation.
  
REVENUE RECOGNITION
 
The Company’s revenue recognition policies are in compliance with ASC 605 (previously Staff accounting bulletin (SAB) 104). Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.
  
RECENT ACCOUNTING PRONOUNCEMENTS
 
In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”) – a replacement of FASB Statement No. 162 ), which will become the source of authoritative accounting principles generally accepted in the United States recognized by the FASB to be applied to nongovernmental entities.

In June 2009, the FASB issued ASC 855 (previously SFAS No. 165, Subsequent Events ), which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. It is effective for interim and annual periods ending after June 15, 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 860 (previously SFAS No. 166, “Accounting for Transfers of Financial Assets”), which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.
 
 
7

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010

 
In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. These amended standards are effective for us beginning in the first quarter of fiscal year 2010 and the Company is currently evaluating the impact that adoption will have on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value , which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, the Company is required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, the Company is required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009 and are not expected to have a significant impact on our consolidated financial statements.

NOTE 3 - NOTES PAYABLE

During the three month period ended March 31, 2010, the Company borrowed an aggregate of $53,000 from third parties under various promissory note agreements.  The promissory notes all bear interest at 12.0% per annum, and are due on or before May 4, 2010.  No interest or principal payments have been made on the notes.
 
As of March 31, 2010 and December 31, 2009, the Company had total notes payable of $1,149,824 and $1,243,669.
 
NOTE 4 - COMMITMENTS AND CONTINGENCIES
 
The Company was involved in the following litigations:
 
a)
A. Sean Rose, Claire F. Rose and Mark Rose v. Universal Detection Technology, fka Pollution Research and Control Corporation (Superior Court of the State of California for the County of Los Angeles, North Central District, Case No. EC042040)
  
On or about April 16, 2004, Plaintiffs commenced an action against the Company (Case No. EC 038824) for amounts allegedly due pursuant to four unpaid promissory notes.  On August 2, 2004, the parties executed a Confidential Settlement Agreement and Mutual Releases (the “Agreement” ).  On December 30, 2005, Plaintiffs commenced the above-referenced action against the Company, alleging the Company breached the Agreement and seeking approximately $205,000 in damages. A judgment was entered on April 11, 2006.  As of March 31, 2010 and December 31, 2009, the Company has accrued $520,792 and $507,995 respectively for this settlement including principal and interest.
  
 
8

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
   
   
b)
On June 2, 2006, Plaintiff Trilogy Capital Partners instituted an action in the Los Angeles Superior Court ( Trilogy Capital Partners v. Universal Detection Technology, et. al. , Case No. SC089929) against the Company. Plaintiff’s Complaint alleged damages against UDT for breach of an engagement letter in the amount of $93,449.  Also, Plaintiff alleged that UDT had failed to issue warrants to it pursuant to a written agreement. After completing the initial stages of litigation and conducting extensive mediation, Plaintiff and UDT reached a settlement wherein commencing December 15, 2006, UDT would make monthly payments to Plaintiff of $2,000 until a debt of $90,000 plus accrued interest at six percent per annum was fully paid.  In exchange, Plaintiff would release all of its claims against UDT. UDT has been current on all of its agreed payments to Plaintiff.  As of March 31, 2010, $11,821 was due under the agreement.
   
c)
On November 15, 2006, Plaintiff NBGI, Inc. instituted an action in the Los Angeles Superior Court (NBGI, Inc.  v. Universal Detection Technology, et. al., Case No. BC361979) against the Company. NBGI, Inc.’s Complaint alleged breach of contract, and requested damages in the amount of $111,014 plus interest at the legal rate and for costs of suit.  UDT strongly disputes and shall vigorously defend against the allegations of the Complaint. To date, discovery has commenced, and trial has been set for October 29, 2007. There is also a Motion for Summary Judgment set for September 11, 2007.   The Summary Judgment was granted in NBGI’s favor, and Judgment has been entered.
   
d)
On June 23, 2009, California Institute of Technology (“Cal Tech”)   sent a letter to Universal Detection Technology ("UDT"), asserting certain breaches by UDT of that certain License Agreement between Cal Tech and UDT effective September 30, 2009 as amended (the "License Agreement") including nonpayment of royalties, failure to pay certain prosecution and legal costs and failure to fully commercialize the patents and technologies that are licensed to UDT under the License Agreement.  Cal Tech is also asserting its right to terminate the License Agreement effective June 4, 2009. UDT disagrees with the various assertions made by Cal Tech in the letter and has requested that Cal Tech submit to arbitration all matters in dispute. To date, no further action has been taken and UDT continues to perform under the License Agreement. However, there can be no assurance that the License Agreement will continue in effect, or that UDT will be able to continue the use, development and commercialization of the underlying patents and technologies. Primarily the License Agreement concerns a group of patents that support UDT's "BSM" technologies and related products. The loss of these licensed technologies would have an adverse effect on UDT's prospects until such time as alternate technologies are licensed or developed.
  
 
9

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
  
  
From time to time, the Company is a party to a number of lawsuits arising in the normal course of business.  In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company’s operations, cash flows or financial position.
 
NOTE 5 - STOCKHOLDERS’ EQUITY
 
During the three month period ended March 31, 2010, the Company issued an aggregate of 38,867,722 shares of common stock to employees for services rendered to the Company.  The Company recorded the expense at the fair market value of the shares of $109,603.
 
During the three month period ended March 31, 2010, the Company issued 9,882,352 shares of common stock as payment for consulting or other professional fees for an aggregate amount of $27,847.
 
During the three month period ended March 31, 2010, the Company entered various agreements to convert $146,845 of indebtedness into 152,070,871 shares of common stock.  The fair market value of the stock on the date of agreement was $384,800.  The Company recorded a loss on settlement of debt of $227,724.  Out of these shares, the company issued 48,887,490 shares of the common stock, valued at $112,441, subsequent to March 31, 2010.
 
COMMON STOCK PURCHASE WARRANTS AND OPTIONS

From time to time, the Company issues options and warrants as incentives to employees, officers and directors, as well as to non-employees.
 
STOCK OPTION PLAN
 
On February 11, 2008, the Board of Directors adopted the 2008 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of  Nonqualified  Stock Options,  Incentive  Stock Options,  Stock  Appreciation Rights (or SARs),  Restricted Stock,  Performance Units, and Performance Shares, to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction.  The Company reserved 300,000,000 shares of its common stock for awards to be made under the Plan. 299,991,072 shares reserved under this plan have been issued.
 
 
10

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
  
  
On April 29, 2008, the Board of Directors adopted the 2008-2 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of  Nonqualified  Stock Options,  Incentive  Stock Options,  Stock  Appreciation Rights (or SARs),  Restricted Stock,  Performance Units, and Performance Shares, to our employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction.  The Company initially reserved 330,000,000 shares of its common stock for awards to be made under the Plan. 326,854,165 of the shares reserved under this plan have been issued.
 
On July 1, 2008, the Board of Directors adopted the 2008-3 Equity Incentive Plan (the "Plan”).  The Plan provides for the granting of the nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (or SARs), Restricted Stock, Performance Units, and Performance Shares, to their employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital-raising transaction.  The Company initially reserved 2,500,000 shares of its common stock for awards to be made under the Plan.  2,500,000 of the shares reserved under this plan have been issued.
 
On September 2, 2008, the Board of Directors adopted the 2008-4 Equity Incentive Plan (the “Plan”).  The Plan provides for the granting of the nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (or SARs).  Restricted Stock, Performance Units, and Performance Shares, to their employees, officers, directors, consultants, independent contractors, advisors, or other service provider, provided that such services are not in connection with the offer and sale of securities in a capital raising transactions.  The company initially reserved 3,800,000 shares of its common stock for awards to be made under the Plan.  3,800,000 of the shares reserved under this plan have been issued.
 
On February 15, 2009, the Board of Directors adopted the 2009 Equity Incentive Plan (the “Plan.”)  The Plan provides for the granting of the nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (or SARs),  Restricted Stock, Performance Units, and Performance Shares, to their employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are no it connection with the offer and sale of securities in a capital raising transactions.  The company initially reserved 10,000,000 shares of its common stock for awards to be made under the Plan.  10,000,000 of the shares reserved under this plan have been issued.
 
On May 15, 2009, the Board of Directors adopted the 2009-2 Equity Incentive Plan (The “Plan”.)  The Plan provides for the granting of the nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (or SARs),  Restricted Stock, Performance Units, and Performance Shares, to their employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital raising transaction.  The Company initially reserved 60,000,000 shares of its common stock for awards to be made under the Plan.  59,605,412 of the shares under this plan have been issued.
 
 
11

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
 
  
On November 6, 2009, the Board of Directors adopted the 2009-3 Equity Incentive Plan (The “Plan”.)  The Plan provides for the granting of the nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (or SARs), Restricted Stock, Performance Units, and Performance Shares, to their employees, officers, directors, consultants, independent contractors, advisors, or other service providers, provided that such services are not in connection with the offer and sale of securities in a capital raising transaction.  The Company initially reserved 200,000,000 shares of its common stock for awards to be made under the Plan.  84,643,045 of the shares under this plan have been issued.
 
Warrants:
 
There were no warrants granted during the three month period ended March 31, 2010.
 
Common stock purchase options and warrants consisted of the following as of March 31, 2010.
  
               
Aggregated
 
         
Exercise
   
Intrinsic
 
   
# shares
   
Price
   
Value
 
Options:
                 
Outstanding and exercisable, December 31, 2009
    539,750     $ 2 to $66     $ -  
Granted
    -               -  
Exercised
    -               -  
Expired
    -               -  
Outstanding and exercisable, March 31, 2010
    539,750     $ 2 to $66     $ -  
                         
Warrants:
                       
Outstanding and exercisable, December 31, 2009
    -       N/A     $ -  
Granted
    -               -  
Exercised
    -               -  
Expired
    -               -  
Outstanding and exercisable, March 31, 2010
    -       N/A     $ -  
 
 
12

 
 
UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2010
 
   
Options:
 
Prior to July 1, 2006, the Company measured stock compensation expense using the intrinsic value method of accounting in accordance with Accounting Principles Board (APB) Opinion No. 25, " Accounting for Stock Issued to Employees ," and related interpretations (APB No. 25).
 
The Company adopted ASC 718 (previously SFAS No. 123-R) effective July 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense recognized in the three months ended March 31, 2010, includes compensation expense for all stock-based compensation awards vested during the three months ended March 31, 2010, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R. As there were no options granted or vested since the implementation of ASC 718, no expense has been recorded during the three month period ended March 31, 2010.
 
Methods of estimating fair value
 
Under ASC 718 (previously SFAS No. 123-R), the fair value of stock options is determined using the Black-Scholes model. The Company's expected volatility assumption is based on the historical volatility of the Company's stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
 
ASC 718 (previously SFAS No. 123-R) requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.
 
NOTE 6 - RELATED PARTY TRANSACTIONS
 
During the three months ended March 31, 2010, the Company borrowed an aggregate of $5,318 in principal with interest rates of 12.0% and repaid $12,021 in principal payments under various promissory note agreements to its president and CEO.  $462 in interest has been paid under these agreements.
 
NOTE 7 - SUBSEQUENT EVENTS
 
During April and May 2010, the Company issued an aggregate of 15,624,998 shares of common stock to employees for services rendered valued at approximately $41,771.
 
During April 2010, the Company entered in various agreements to covert outstanding debt to 62,746,500 shares of common stock valued at approximately $238,437.
 
During May 2010, the Company entered in various agreements to convert outstanding debt to 62,760,390 shares of common stock valued at approximately $138,073.
 
During April 2010, the Company borrowed an aggregate of $35,000 from third parties under various promissory note agreements.  The notes carry interest at 12%.  The notes are due on or before May 2011.
 
During May 2010, the Company issued 10,267,973 shares of its common stock as partial payment to certain consultants and for payment of professional fees for an aggregate price of $30,384.
 
 
13

 
 
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report of Form 10-Q, including the following management’s discussion and analysis, and other reports filed by the registrant from time to time with the Securities and Exchange Commission (Collectively the “filings”) contain forward-looking statements which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results. These forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances. You can generally identify forward-looking statements through words and phrases such as “seek”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “budget”, “project”, “may be”, “may continue”, “may likely result”, and similar expressions. When reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of our company, and are subject to risks, uncertainties, assumptions and other factors relating to our industry and results of operations.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made in our filings. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.
 
OVERVIEW
 
We have been engaged in the research, development, and marketing of bioterrorism detection devices. Our strategy is to identify qualified strategic partners with whom to collaborate in order to develop commercially viable bioterrorism detection devices. Consistent with this strategy, in August 2002, we entered into a Technology Affiliates Agreement with NASA’s Jet Propulsion Laboratory, commonly referred to as JPL, to develop technology for our bioterrorism detection equipment. Under the Technology Affiliates Agreement, JPL developed its proprietary bacterial spore detection technology and integrated it into our existing aerosol monitoring system, resulting in a product named BSM-2000. BSM-2000 is designed to provide continuous unattended monitoring of airborne bacterial spores in large public places, with real-time automated alert functionality. The device is designed to detect an increase in the concentration of bacterial spores, which is indicative of a potential presence of Anthrax.

We plan to engage more in value added services to complement our bioterrorism detection technologies. Through partnerships with various third parties we now supply bioterrorism detection kits capable of detecting anthrax, ricin, botulinum, plague, and SEBs, radiation detection systems, chemical weapons and industrial chemical detection devices, and counter-terrorism training references.

During the three months ended March 31, 2010 we spent an aggregate of $318,220 on selling, general and administrative expenses, research and development expenses and marketing expenses. This amount represents a 63% increase over the comparable year-ago period. The increase is principally attributable to an increase in compensation expenses and professional fees.
 
Our working capital deficit at March 31, 2010, was $3,879,762.  Our independent auditors' report, dated April 12, 2010 includes an explanatory paragraph relating to substantial doubt as to our ability to continue as a going concern, due to our working capital deficit at December 31, 2009. We require approximately $2 million to repay indebtedness in the next 12 months.
 
 
14

 
 
We plan to continue expanding our product base and to sell our products to more users inside and outside the U.S. There is no guarantee that we will succeed in implementing this strategy or if implemented, that this strategy will be successful. We plan to seek and find third parties interested in collaborating on further research and development on BSM-2000. Such research shall be aimed at making BSM-2000 more user-friendly, developing a less complicated interface and software, and designing a lighter casing. The ideal third party collaborator would also assist us in marketing BSM-2000 more aggressively. There is no guarantee that any such collaborators will be found and, if found, that this strategy will be successful. The current version of BSM-2000 is functional and available for sale. In 2004, we sold two units to the Government of the United Kingdom and we intend to develop a more wide-spread use for BSM-2000 through our planned collaborative research, development, sales, and marketing efforts. On July 28, 2009 we announced that Caltech has been granted a patent from the U.S. Patent and Trademark Office (USPTO) for the core detection technology licensed by Universal Detection Technology and used in our BSM-2000. The patent is the second for the technology licensed from the California Institute of Technology.

On June 23, 2009, California Institute of Technology ("Cal Tech") sent a letter to the Company asserting certain breaches by the Company of the License Agreement between Cal Tech and the Company. The Company disagrees with the various assertions made by Cal Tech in the letter and has requested that Cal Tech submit to arbitration all matters in dispute. To date, no further action has been taken and the Company continues to perform under the License Agreement. However, there can be no assurance that the License Agreement will continue in effect, or that the Company will be able to continue the use, development and commercialization of the underlying patents and technologies. Primarily the License Agreement concerns a group of patents that support the Company's "BSM" technologies and related products. The loss of these licensed technologies would have an adverse effect on the Company's prospects until such time as alternate technologies are licensed or developed. See "Legal Proceedings" under Item 1, Part II, of this Report.

Results of Operations

The following discussion is included to describe our consolidated financial position and results of operations.  The unaudited consolidated financial statements and notes thereto contain detailed information that should be referred to in conjunction with this discussion.

Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009.

Revenue.   Total revenue for the three months ended March 31, 2010 was $ 1,958, as compared to revenue of $15,482 for the same period in the prior fiscal year, a decrease of $13,524.  The decrease is primarily due to a reduced number of detection unit sales.

Operating Expenses. Total operating expenses for the three months ended March 31, 2010 were $318,220 representing an increase of $122,295.  Total selling, general and administrative expenses for the three months ended March 31, 2010 were $314,835 representing an increase of $131,235 (72%) as compared to the same period in the prior fiscal year. These increases are principally attributable to an increase in professional fees and in stock based compensation.

Other income(expense). Other income (expense) amounted to ($266,109) for the three months ended March 31, 2010 as compared to ($89,419) for the corresponding period of the prior year.  The change is principally related the loss recognized on the settlement of shares issued for debt.

Net loss.   Net loss for the three months ended March 31, 2010 was $586,483, as compared to a net loss of $279,264 for the same period in the prior fiscal year, representing an increase of $307,219.  The primary reasons for this are an increase in professional fess and in stock based compensation and an increase in loss recognized on the settlement of shares issued for debt.

 
15

 

LIQUITY AND CAPITAL RESOURCES

We require approximately $2 million to repay debt and $300,000 to execute our business plan in the next twelve months. We do not anticipate that our cash on hand is adequate to meet our operating expenses over the next 12 months. Also, we do not believe we have adequate capital to repay all of our debt currently due and becoming due in the next 12 months. We anticipate that uses of our available capital during the next 12 months principally will be for:

·   administrative expenses, including salaries of officers and other employees we plan to hire;

·   repayment of debt;

·   sales and marketing;

·   product testing and manufacturing; and

·   expenses of professionals, including accountants and attorneys.
 
Our working capital deficit at March 31, 2010 was $3,879,762.  Our independent auditors’ report includes an explanatory paragraph relating to substantial doubt as to our ability to continue as a going concern, due to our working capital deficit at December 31, 2009.  We require approximately $2 million to repay indebtedness including interest in the next 12 months.  The following provides principal terms of our outstanding debt as of March 31, 2010:
 
 
·
One loan from three family members, each of whom is an unaffiliated party, evidenced by four promissory notes in the aggregate principal amounts of $100,000, $50,000, $50,000, and $100,000, each due June 24, 2001 with interest rates ranging from 11% to 12%. We entered into a settlement agreement in the third quarter of 2004 with each of these parties. Pursuant to this agreement, at June 30, 2005, we were required to pay an additional $80,000 as full payment of our obligations. We did not make this payment and are in default of these notes.  As of March 31, 2010, we have $520,792 accrued for including interest relating to this matter.

 
·
One loan from an unaffiliated party in the aggregate principal amount of $195,000 with interest at a rate of 12% per annum. Pursuant to a letter agreement dated as of August 10, 2004, we entered into a settlement with this party and agreed to pay a total of $261,000 pursuant to a scheduled payment plan through July 2005. Additionally, the Company, in September 2004, issued 206,250 shares of common stock upon the conversion of unpaid interest in the aggregate amount of $33,000. At March 31, 2010, there was $161,000 principal amount (and $85,265 in interest) remaining on this note. We did not make our scheduled payment under this note in July 2005, and are in default of this note.

 
·
One loan from an unaffiliated party in the aggregate principal amount of $98,500, due July 31, 2005, with interest at the rate of 9% per annum. Pursuant to a letter agreement dated August 10, 2004, between this third party and us, we agreed to pay a total of $130,800 pursuant to a scheduled payment plan through July 2005. At March 31, 2010, there was $71,500 principal amount (and $34,709 in interest) remaining on this note. We did not make our scheduled payment under this note in July 2005, and are in default of this note.
 
 
 
16

 
 
 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $100,000 due on March 31, 2006 with an interest rate of 12% per annum.  As of March 31, 2010, we owed $49,500 in interest.  We did not make our scheduled payment on March 31, 2006. We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $60,000 due on November 1, 2007 with an interest rate of 12.5% per annum.  As of March 31, 2010, we owed $2,970 in principal and $278 in interest.  We did not make our scheduled payment on November 1, 2007.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $30,000 due on January 11, 2008 with an interest rate of 12% per annum.  As of March 31, 2010, we owed $3,000 in principal and $450 in interest.  We did not make our scheduled payment on January 11, 2008. We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $20,000 due on July 8, 2008 with an interest rate of 12.5% per annum.  As of March 31, 2010, we owed $20,000 in principal and $5,625 in interest.  We did not make our scheduled payment on July 8, 2008. We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $15,000 due on August 4, 2008 with an interest rate of 12% per annum.  As of March 31, 2010, we owed $713 in principal and $45 in interest.  We did not make our scheduled payment on August 4, 2008.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $25,000 due on October 9, 2009 with an interest rate of 12.0% per annum.  As of March 31, 2010, we paid off the remaining balance.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $27,000 due on December 2, 2009 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $27,000 in principal and $4,320 in interest.  We did not make our scheduled payment on December 2, 2009.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $4,000 due on January 9, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $4,000 in principal and $600 in interest.  We did not make our scheduled payment on January 9, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $8,000 due on January 13, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $8,000 in principal and $1,200 in interest.  We did not make our scheduled payment on January 13, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $5,000 due on January 16, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $5,000 in principal and $750 in interest.  We did not make our scheduled payment on January 16, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.
 
 
17

 
 
 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $33,000 due on January 22, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $33,000 in principal and $4,620 in interest.  We did not make our scheduled payment on January 22, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $13,000 due on February 11, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $13,000 in principal and $1,820 in interest.  We did not make our scheduled payment on February 11, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $12,000 due on February 20, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $12,000 in principal and $1,560 in interest.  We did not make our scheduled payment on February 20, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $17,000 due on February 11, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $17,000 in principal and $2,380 in interest.  We did not make our scheduled payment on February 11, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $12,500 due on April 16, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $12,500 in principal and $1,438 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $4,475 due on April 23, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $4,475 in principal and $492 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $9,000 due on May 1, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $9,000 in principal and $990 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $40,000 due on May 6, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $40,000 in principal and $4,400 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $41,000 due on May 13, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $41,000 in principal and $4,305 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $52,941 due on May 28, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we paid off the remaining balance.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $17,450 due on June 4, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $17,450 in principal and $1,745 in interest.
 
 
18

 
 
 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $13,677 due on June 16, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $13,677 in principal and $1,300 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $23,000 due on June 29, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we paid off the remaining balance.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $18,940 due on June 9, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $18,940 in principal and $1,894 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $30,000 due on August 24, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $30,000 in principal and $1,500 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $40,000 due on September 10, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $40,000 in principal and $2,663 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $10,000 due on September 15, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $10,000 in principal and $650 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $29,920 due on August 12, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $29,920 in principal and $2,244 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $25,940 due on July 23, 2011 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $25,940 in principal and $2,075 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $45,000 due on November 2, 2009 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $45,000 in principal and $2,700 in interest.  We did not make our scheduled payment on November 2, 2009.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $20,000 due on October 15, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $20,000 in principal and $1,100 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $50,000 due on November 27, 2009 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $50,000 in principal and $2,500 in interest.  We did not make our scheduled payment on November 27, 2009.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $90,000 due on December 23, 2009 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $90,000 in principal and $3,600 in interest.  We did not make our scheduled payment on December 23, 2009.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
 
 
19

 
 
 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $25,000 due on January 16, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $25,000 in principal and $875 in interest.  We did not make our scheduled payment on January 16, 2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $23,000 due on May 4, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $23,000 in principal and $460 in interest.

 
·
One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $30,000 due on March 26, 2010 with an interest rate of 12.0% per annum.  As of March 31, 2010, we owed $30,000 in principal and $300 in interest.  We did not make our scheduled payment on March 26,2010.  We have verbally extended the unpaid note and the due date and other terms are being renegotiated so the note is not considered in default.
 
Management continues to take steps to address the Company's liquidity needs. In the past, management has entered into agreements with some of our note holders to amend the terms of our notes to provide for extended scheduled payment arrangements. Management is engaged in discussions with each holder of debt that is in default and continues to seek extensions with respect to our debt that is past due. In addition, management may endeavor to convert some portion of the principal amount and interest on our debt into shares of common stock. During the three months ending on March 31, 2010 we have entered into agreements to convert 152,070,871 shares of common stock valued at $384,800.

Historically, we have financed operations through private debt and equity financings. In recent years, financial institutions have been unwilling to lend to us and the cost of obtaining working capital from investors has been expensive. We principally expect to raise funds through the sale of equity or debt securities. The more recent price and volume volatility in the common stock has made it more difficult for management to negotiate sales of its securities at a price it believes to be fair to the Company. The Company actively continues to pursue additional equity or debt financings, but cannot provide any assurance that it will be successful. If we are unable to pay our debt as it becomes due and are unable to obtain financing on terms acceptable to us, or at all, we will not be able to accomplish any or all of our initiatives and will be forced to consider steps that would protect our assets against our creditors.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, and that would be considered material to investors.
 
 
20

 
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCOLSOURES ABOUT MARKET RISK.
  
Not Applicable
  
ITEM 4T.    CONTROLS AND PROCEDURES
Regulations under the Securities Exchange Act of 1934 (the "Exchange Act") require public companies to maintain "disclosure controls and procedures," which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Our Chief Executive Officer ("CEO"), President, and Acting Chief Financial Officer ("CFO") carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, as of the Evaluation Date, our CEO, President, and CFO believe that:

(i) our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure; and

(ii) our disclosure controls and procedures are not effective.

Internal Control over Financial Reporting

(a) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted  accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 
 
 
21

 

Identified Material Weaknesses

During the quarter ended March 31, 2010, the Company identified the following material weaknesses as indicated below.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified the following internal control deficiencies during its assessment of our internal control over financial reporting as of March 31, 2010:
 
 
·
We did not have effective comprehensive entity-level internal controls specific to the structure of our board of directors;
 
·
We did not have formal policies governing certain accounting transactions and financial reporting processes;
 
·
We did not obtain attestations by all employees regarding their understanding of and compliance with Universal Detection Technology, Inc. policies related to their employment;
 
·
We did not obtain attestations by all members of our board of directors, our executive officers and/or our senior financial officers regarding their compliance with our Code of Ethics and our Code of Ethics did not apply to our other employees;
 
·
We did not perform adequate oversight of certain accounting functions and maintained inadequate documentation of management review and approval of accounting transactions and financial reporting processes; and
 
·
We had not fully implemented certain control activities and capabilities included in the design of our financial system. Certain features of our financial system are designed to automate accounting procedures and transaction processing, or to enforce controls.

Based on management's evaluation of our internal control over financial reporting, our current CFO and CEO have concluded that Universal Detection Technology, Inc. did not maintain effective internal control over financial reporting as of March 31, 2010.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

Conclusion

The above identified material weaknesses did not result in material audit adjustments to our 2009 financial statements. However, it is reasonably possible that, if not remediated, one or more of the identified material weaknesses noted above, could result in a material misstatement in our reported financial statements that might result in a material misstatement in a future annual or interim period.

In light of the identified material weaknesses, management performed: (i) significant additional substantive review of those areas described above; and (ii) performed additional analyses, including but not limited to a detailed balance sheet and statement of operations analytical review that compared changes from the prior period's financial statements and analyzed all significant differences. These procedures were completed so management could gain assurance that the financial statements and schedules included in this Form 10-Q fairly present in all material respects the Company's financial position, results of operations and cash flows for the periods presented.
  
 
22

 
 
(b) CHANGES IN CONTROL OVER FINANCIAL REPORTING
  
The changes noted above, are the only changes during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Additional Disclosure Concerning Controls and Procedures.

We currently believe that the Company has material weaknesses in its disclosure controls and procedures. We will continue to work in the coming weeks and months to address such weaknesses. We believe that the out-of-pocket costs, the diversion of management's attention from running the day-to-day operations and operational changes caused by the need to make changes in our internal control and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) could be significant and still we may not achieve significant improvements in our internal controls and procedures. If the time and costs associated with such compliance exceed our current expectations, our results of operations and the accuracy and timeliness of the filing of our annual and periodic reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative affect on the trading price of our common stock.
 
 
 
23

 

PART II
OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On or about April 16, 2004, Plaintiffs A. Sean Rose, Claire F. Rose, and Mark Rose commenced an action in the Los Angeles Superior Court against the Company (A. SEAN ROSE, CLAIRE F. ROSE AND MARK ROSE V. UNIVERSAL DETECTION TECHNOLOGY, FKA POLLUTION RESEARCH AND CONTROL CORPORATION) for amounts allegedly due pursuant to four unpaid promissory notes. On August 2, 2004, the parties executed a Confidential Settlement Agreement and Mutual Releases (the “Agreement”). On December 30, 2005, Plaintiffs commenced an action against the Company, alleging the Company breached the Agreement and sought approximately $205,000 in damages. A judgment was entered on April 11, 2006 for $209,277.58. The Company has previously accrued for this settlement. As of March 31, 2010, we have accrued $520,792 for this settlement including principal and interest.
 
On June 2, 2006, Plaintiff Trilogy Capital Partners instituted an action in the Los Angeles Superior Court (TRILOGY CAPITAL PARTNERS V. UNIVERSAL DETECTION TECHNOLOGY, ET. AL., Case No. SC089929) against the Company. Plaintiff's Complaint alleged damages against Universal Detection Technology ("UDT")for breach of an engagement letter in the amount of $93,448.54. Also, Plaintiff alleged that UDT had failed to issue warrants to it pursuant to a written agreement. After completing the initial stages of litigation and conducting extensive mediation, Plaintiff and UDT reached a settlement wherein commencing December 15, 2006, UDT would make monthly payments to Plaintiff of $2,000 until a debt of $90,000 plus accrued interest at six percent per annum was fully paid. In exchange, Plaintiff would release all of its claims against UDT.  As of March 31, 2010, $11,821 was due under the agreement.
 
On November 15, 2006, Plaintiff NBGI, Inc. instituted an action in the Los Angeles Superior Court (NBGI, Inc. v. Universal Detection Technology, et. al., Case No. BC361979) against Universal Detection Technology ("UDT"). NBGI, Inc.'s Complaint alleged breach of contract, and requested damages in the amount of $111,014.34 plus interest at the legal rate and for costs of suit. There is also a Motion for Summary Judgment set for September 11, 2007. The Summary Judgment was granted in NBGI’s favor and Judgment has been entered. No payments have been made on this Judgment and no actions to enforce the Judgment have been taken against UDT.
 
On June 23, 2009, California Institute of Technology ("Cal Tech") sent a letter to Universal Detection Technology ("UDT"), asserting certain breaches by UDT of that certain License Agreement between Cal Tech and UDT effective September 30, 2009 as amended (the "License Agreement") including nonpayment of royalties, failure to pay certain prosecution and legal costs and failure to fully commercialize the patents and technologies that are licensed to UDT under the License Agreement.  Cal Tech is also asserting its right to terminate the License Agreement effective June 4, 2009. UDT disagrees with the various assertions made by Cal Tech in the letter and has requested that Cal Tech submit to arbitration all matters in dispute. To date, no further action has been taken and UDT continues to perform under the License Agreement. However, there can be no assurance that the License Agreement will continue in effect, or that UDT will be able to continue the use, development and commercialization of the underlying patents and technologies. Primarily the License Agreement concerns a group of patents that support UDT's "BSM" technologies and related products. The loss of these licensed technologies would have an adverse effect on UDT's prospects until such time as alternate technologies are licensed or developed.
 
ITEM 1A.    RISK FACTORS
 
Not Applicable.
 
 
24

 
 
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
During the first quarter of 2010, we issued the following securities which were not registered under the Securities Act of 1933, as amended. We did not employ any form of general solicitation or advertising in connection with the offer and sale of the securities described below. In addition, we believe the purchasers of the securities are "ACCREDITED INVESTORS" for the purpose of Rule 501 of the Securities Act. For these reasons, among others, the offer and sale of the following securities were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act or Regulation D promulgated by the SEC under the Securities Act:

·
During the three months ended March 31, 2010, we entered into agreements to issue 152,070,871 shares of common stock to various notes holders to convert outstanding debt obligations valued at approximately $384,800 as follows:

On January 27, 2010, we issued 50,053,381 shares of common stock to convert outstanding debt obligations valued at $52,941.  The price per share of the conversion was $0.003.
 
On March 24, 2010, we issued 24,380,000 shares of common stock to convert outstanding debt obligations valued at $23,000.  The price per share of the conversion was $0.0023.
 
On March 24, 2010, we issued 28,750,000 shares of common stock to convert outstanding debt obligations valued at $25,000.  The price per share of the conversion was $0.0023.
 
On March 22, 2010, we entered into an agreement to issue 48,887,490 shares of common stock to convert outstanding debt obligations valued at $45,904.  The price per share of the conversion was $0.0023.  The shares were issued in April 2010.
 
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

We have defaulted upon the following senior securities

·
One loan from three family members, each of whom is an  unaffiliated party, evidenced by four promissory notes in the  aggregate principal amounts of $100,000, $50,000, $50,000, and $100,000, each due June 24, 2001 with interest rates ranging from 11% to 12%. We entered into a settlement agreement in the third quarter of 2004 with each of these parties. Pursuant to this agreement, at June 30, 2005, we were required to pay an additional $80,000 as full payment of our obligations. We did not make scheduled payments and are in default of these notes.

·
One loan from an unaffiliated party in the aggregate principal amount of $195,000 with interest at a rate of 9% per annum. Pursuant to a letter agreement dated as of August 10, 2004, we entered into a settlement with this party and agreed to pay a total of $261,000 pursuant to a scheduled payment plan through July 2005. Additionally, the Company, in September 2004, issued 206,250 shares of common stock upon the conversion of unpaid interest in the aggregate amount of $33,000. At March 31, 2010, there was $161,000 principal amount remaining on this note. We did not make our scheduled payment under this note and are in default. As of March 31, 2010, we owed $85,265 in interest on this note.

·
One loan from an unaffiliated party in the aggregate principal amount of $98,500, due July 31, 2005 with interest at the rate of 9% per annum. Pursuant to a letter agreement dated August 10, 2004, between this third party and us, we agreed to pay a total of $130,800 pursuant to a scheduled payment plan through July 2005. At March 31, 2010, there was $71,500 principal amount remaining on this note. We did not make our scheduled payments under this note and are in default. As of March 31, 2010, we owed $34,709 in interest on this note.
 
 
25

 

ITEM 4.    REMOVED AND RESERVED.
  
ITEM  5.    OTHER INFORMATION.
 
During April 2010, we issued 111,633,990 shares of common stock to various note holders upon  conversion of outstanding debt obligations valued at approximately $350,878
 
During May 2010, we entered into agreements to issue 62,760,390 shares of common stock to various note holders upon conversion of outstanding debt obligations valued at approximately  $138,073.
 
Through May 20, 2010, the Company issued an aggregate of 15,624,998 shares of its common stock to employees as payment for current and past services valued at approximately $41,771.
 
Through May 20, 2010, the  Company issued 10,267,973 shares of its common stock as partial payment to certain consultants and for payment of professional fees for an aggregate price of $30,384.
   
ITEM 6.    EXHIBITS.
  
Exhibit List
  
Exhibit Number
Description
   
10.1
Form of Note Conversion Agreement
Exhibit 31
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
Exhibit 32
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
26

 

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  UNIVERSAL DETECTION TECHNOLOGY  
       
Dated:  November 17, 2010
By:
/s/ Jacques Tizabi  
   
Jacques Tizabi,
President, Chief Executive Officer (Principal Executive Officer),
 
    and Acting Chief Financial Officer (Acting Principal Financial Officer)  
       
 
 
 
 
 
 
 
 
27



Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.