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 30,
2012




OR




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 001-09327




UNIVERSAL DETECTION TECHNOLOGY


(Exact name of registrant 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) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         Yes   x       No 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o
Accelerated filer oNon-accelerated filer o   (Do not check if a smaller reporting company)
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 oNo x




Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of the latest practicable date: As of November 16, 2012, there were 1,224,732 shares of common stock outstanding.













FORM 10-Q





INDEX





Page No.PART I.
Financial InformationItem 1.
Financial Statements (unaudited) :
3Notes to Financial Statements
7Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15Item 3.
Quantitative and Qualitative Disclosures About Market Risk
21Item 4.
Controls and Procedures
21PART II.
Other Information

22Item 1.
Legal Proceedings
22Item 1A
Risk Factors
22Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22Item 3.
Defaults Upon Senior Securities
23Item 4.
Mine Safety Disclosures
23Item 5.
Other Information
23Item 6.
Exhibits
24SIGNATURES

25





2


PART I


FINANCIAL INFORMATION





ITEM 1.  FINANCIAL STATEMENTS





UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
 CONSOLIDATED CONDENSED BALANCE SHEETS
 AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011
 (UNAUDITED)


As ofSeptember 30, 2012


December 31, 2011ASSETSCURRENT ASSETS:Cash and cash equivalents

$
2,637


$
2,062Accounts Receivable,net


1,099



1,099Other Receivable


150,000



-Inventory


1,069



28,560Total current assets


154,805



31,721Deposits


21,300



21,300Equipment, net


2,707



3,374Total assets

$
178,812


$
56,395LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Accounts payable, trade

$
1,203,561


$
1,165,974Accrued liabilities


660,730



632,960Unearned revenue


5,075



11,878Accrued payroll - officers


702,614



902,481Notes payable - related party


-



466,870Notes payable


490,382



443,514Accrued interest expense


843,786



745,110Total current liabilities


3,906,148



4,368,787Long term notes payable


481,500



309,625Total liabilities


4,387,648



4,678,412STOCKHOLDERS' DEFICIT:Preferred stock, $.01 par value, 20,000,000 shares

authorized, -0- issued and outstanding


-



-Common stock, no par value, 20,000,000,000 shares authorized,

1,023,954  and 382,951 shares issued and outstanding

as of September 30, 2012 and December 31, 2011, respectively


39,439,839



38,112,311Additional paid-in-capital


5,563,089



5,313,089Accumulated deficit


(49,211,764
)


(48,047,417
)Total stockholders' deficit


(4,208,836
)


(4,622,017
)Total liabilities and stockholders' deficit

$
178,812


$
56,395


See accompanying notes to the unaudited consolidated condensed financial statements.
 3




UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES


CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (UNAUDITED)




For the nine months ended September 30,2012


2011REVENUE, NET

$
70,716


$
146,332COST OF GOODS SOLD


56,499



144,960GROSS PROFIT


14,217



1,372OPERATING EXPENSES:Selling, general and administrative


939,083



783,014Marketing


9,470



39,394Depreciation and amortization


3,059



3,110Total operating expenses


951,612



825,518LOSS FROM OPERATIONS


(937,395
)


(824,146
)OTHER INCOME (EXPENSE):Interest expense


(116,506
)


(73,980
)Other income


-



42,500Loss on settlement of debt


(110,446
)


(1,329,461
)Total other expenses


(226,952
)


(1,360,941
)NET LOSS

$
(1,164,347
)

$
(2,185,087
)NET LOSS PER SHARE - BASIC AND DILUTED:

$
(1.38085
)

$
(10.0659
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


843,208



217,079


Weighted average number of dilutive securities has not been calculated as the effect of dilutive securities would be anti-dilutive


See accompanying notes to the unaudited consolidated condensed financial statements.
 4


UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES


CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011


(UNAUDITED)


For the three months ended September 30,2012


2011REVENUE, NET

$
14,532


$
113,519COST OF GOODS SOLD


11,154



108,477GROSS PROFIT


3,378



5,042OPERATING EXPENSES:Selling, general and administrative


348,928



265,763Marketing


-



21,069Depreciation and amortization


2,614



391Total operating expenses


351,542



287,223LOSS FROM OPERATIONS


(348,164
)


(282,181
)OTHER INCOME (EXPENSE):Interest expense


(49,818
)


(23,679
)Other income


-



42,500Loss on settlement of debt


-



(243,635
)Total other expenses


(49,818
)


(224,814
)NET LOSS

$
(397,982
)

$
(506,995
)NET LOSS PER SHARE - BASIC AND DILUTED:

$
(0.41872
)

$
(2.12464
)WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


950,471



238,626


Weighted average number of dilutive securities has not been calculated as the effect of dilutive securities would be anti-dilutive


See accompanying notes to the unaudited consolidated condensed financial statements.
 5


UNIVERSAL DETECTION TECHNOLOGY AND SUBSIDIARIES
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 (UNAUDITED)




For the nine months ended September 30,2012


2011CASH
FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(1,164,347
)

$
(2,185,087
)Adjustments to reconcile net loss to net cash used in operations:Stocks issued for services


397,321



199,131Loss on settlement of debt


110,446



1,329,461Depreciation


667



3,110Amortization of note discount and loan fees


15,954



-Changes in operating assets and liabilities:Inventory


27,491



(16,152
)Unearned Revenue


(6,803
)


49,661Accounts payable and accrued liabilities


376,716



355,318Net cash used in operating activities


(242,555
)


(264,558
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of equipment


-



(1,435
)Net cash used in investing activities


-



(1,435
)CASH FLOWS FROM FINANCING ACTIVITIES:Prcoeeds from notes with beneficial coversion and warrants


100,000



-Proceeds from notes payable-related party


212,934



436,458(Payments on)/proceeds from notes payable


290,000



148,000Payments on notes payable - related party


(359,804
)


(256,160
)Net cash provided by financing activities


243,130



328,298NET INCREASE IN CASH AND CASH EQUIVALENTS


575



62,305CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


2,062



987CASH AND CASH EQUIVALENTS, END OF PERIOD

$
2,637


$
63,292SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Income tax

$
-


$
3,200Interest Paid

$
1,769


$
-SUPPLEMENTAL DISCLOSURES FOR NON CASH INVESTING AND FINANCING ACTIVITIES:Shares issued for settlement of debt and accrued interest

$
141,071


$
1,740,755Shares issued for settlement of debt and accrued payroll - related party

$
770,000


$
-Shares issued for loan fees

$
19,136


$
-




See accompanying notes to the unaudited consolidated financial statements.
 6


UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)






NOTE 1.       ORGANIZATION AND DESCRIPTION OF BUSINESS


Universal Detection Technology, a California corporation, primarily designs, manufactures and markets air pollution monitoring instruments. Beginning in 2002, the Company has focused its research and development efforts in developing a real time biological weapon detection device. To accelerate development of its initial biological weapon detection device, the Company has developed and is implementing a collaborative partnering strategy. Under this strategy, the Company identifies and partners with researchers and developers. The Company has expanded its services to include security related consulting, event security and counterterrorism training.
 
 The Company is a reseller of a range of products, which include rapid anthrax detection test kits, training courses for first responders, event security, threat evaluation and consulting, radiation detection systems, anti-microbial products, and DVDs aimed at providing information and training regarding combating terrorism and managing emergency situations.
  NOTE 2.       ACCOUNTING POLICIES
 
 
 Accounting Principles
 
 In the opinion of management, the accompanying balance sheets and related interim statements of income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2011 Form 10-K filed on May 10, 2012 with the U.S. Securities and Exchange Commission.
 
 Principles of Consolidation
 
 The accompanying consolidated condensed financial statements include the accounts of Universal Detection Technology and its wholly-owned subsidiaries Nutek, Inc. (“Nutek”) and Logan Medical Devices, Inc. (“Logan”). The two subsidiaries are currently inactive. All significant intercompany balances and transactions have been eliminated in consolidation.
 
 Use of Estimates
 
 The preparation of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior period balances to conform to the current year presentation.
 
 Recent Accounting Pronouncements
 
 In July 2012, the FASB issued amended standards to simplify how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. These amended standards are effective for us beginning in the fourth quarter of 2012; however, early adoption is permitted. We do not expect these new standards to significantly impact our consolidated condensed financial statements.
 
 7
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
 
 In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective for us beginning July 1, 2012. We do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
 
 In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance will be effective for us beginning July 1, 2012 and will have financial statement presentation changes only. We do not expect the adoption will have a significant impact on our consolidated condensed financial statements.
  NOTE 3.       GOING CONCERN
 The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $49,211,764 as of September 30, 2012, including a net loss of $1,164,347 during the nine months period ended September 30, 2012.
 
 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.
 
 Management has taken certain steps to provide the Company with necessary capital to continue its operations. These steps include: 1) actively seeking additional funding in the form of unsecured indebtedness and 2) seeking to increase revenues from product sales.
 
 During the first nine months of 2012, the Company sold detection kits under various purchase agreements for $70,716. The Company also entered into various agreements to issue 35,268 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 $141,071.  The Company issued 38,500 shares of its common stock to its President and CEO to satisfy outstanding debt and accrued salary valued at $770,000.
  8
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE 4.       NOTES PAYABLE
 
   During the nine month
periods ended September 30, 2012, the Company borrowed an aggregate of $540,000 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 February 21, 2015.  No
principal or interest payments have been made on these notes.  As of September 30, 2012 and December 31, 2011, the Company
had total notes payable amounting to $971,882 and $753,139 respectively, net of loan fees of $56,693 and $0 respectively.
 
 During the three months ended September 30,2012, the Company entered in various convertible  note agreements (included in the total above) totaling $250,000 due by September 2013 at an interest rate of 8% per annum.  The outstanding principal balances of the notes are convertible into common shares at the conversion price of $0.50 per share.   The Company also issued warrants to purchase up to 70,000 shares of common stock for $1.00 as part of the convertible note issuance.   The value attributed to the warrants was $46,094, treated as additional paid-in capital.  The warrants were using the Black Scholes model for warrants, with volatility of 308% to 493% and risk free interest rates of 0.17%.to 0.20%.   The market prices of the common stock on the dates of the grants were $0.85 to $1.10.   An additional $203,906 was recorded as additional paid-in capital for the value of the conversion feature of the notes.   The Company issued an additional 65,400 share of common stock valued at $59,086 as payment of financing fees in connection with these loans.   $150,000 was received in October 2012 and is included in Other Receivables at September 30, 2012.
 
 During the three months ended September 30, 2012 the Company entered in various note agreements (included in the total above) totaling $60,000 due by May 2013 at an interest rate of 8% per annum.  After a holding period of six months, the outstanding principal balance of the notes are convertible into common shares at the conversion price equal to 55% of the average of the lowest three trading prices during the ten day trading period before the conversion.
  The interest expense on these notes payable for the nine months ended September 30, 2012 and 2011 amounted to $116,506 and $73,980, respectively.
  NOTE 5.      EQUITY TRANSACTIONS
 
 Issuance of Common Stock
 
 During the nine month period ended September 30, 2012, the Company issued an aggregate of 391,110 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 $780,814.  A total of 225,000 of the 391,110 shares of common stock were issued to the Company’s president and CEO.  The fair market value of the shares issued to the Company’s president and CEO was $450,000.
 
 The Company issued 36,225 shares of common stock for an aggregate amount of $66,505 during the nine month period ended September 30, 2012 for payment of consulting or other professional fees.
 
 9
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
 
 During the nine month ended, September 30, 2012, the Company issued 18,400 shares as payment of loan fees on certain notes issued to unrelated parties.  The shares were valued at $19,136, the fair market value on the date of the loan.
 
 During the nine month period ended September 30, 2012, the Company entered into various agreements to convert $30,625 of debt and accrued interest into 35,268 shares of common stock.  The fair market value of the stock on the dates of agreement and issuances was $141,071.  The Company recorded a related loss on settlement of debt of $110,446.
 
 In addition to the above issuances, the Company also issued 160,000 shares of common stock to its president and CEO for payment of outstanding debt.
 
 Stock Split
 
 A majority of shareholders approved a resolution providing the Company’s Board of Directors with the authority to effect a one-for-twenty-thousand (1:20,000) reverse stock split for stockholders of record as of March 13, 2012.   The reverse took effect July 5, 2012 which resulted in 919,173 shares outstanding.
 
 Stock Options
 
 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 15,000 shares of common stock for awards to be made under the Plan. 15,000 shares reserved under this plan have been issued.
 
 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 reserved 16,500 shares of common stock for awards to be made under the Plan. 16,342 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 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 125 shares of common stock for awards to be made under the Plan. 125 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 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 190 shares of common stock for awards to be made under the Plan. 190 of the shares reserved under this plan have been issued.
 
 10
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
 
 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 500 shares of its common stock for awards to be made under the Plan. 500 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 3,000 shares of its common stock for awards to be made under the Plan. 2,980 of the shares under this plan have been issued.
 
 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 10,000 shares of its common stock for awards to be made under the Plan. 10,000 of the shares under this plan have been issued.
 
 On May 6, 2011, the Board of Directors adopted the 2011 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 30,000 shares of its common stock for awards to be made under the Plan. 30,000 of the shares under this plan have been issued.
 
 On October 27, 2011, the Board of Directors adopted the 2011 Equity Incentive Plan (The “2011-II 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 shares of its common stock for awards to be made under the Plan. 60,000 of the shares under this plan have been issued.
 
 11
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
 
 
 Common stock purchase options and warrants consisted of the following as of September 30, 2012:
  Weighted Average


AggregatedExercise


Intrinsic# Shares


Price


ValueOptions:Outstanding and exercisable, December 31, 2011


2


$
1,320,000


$
-Granted


-







-Exercised


-







-Expired










-Outstanding and exercisable, September 30, 2012


2


$
1,320,000


$
-Warrants:Outstanding and exercisable, December 31, 2011


-






$
-Granted


70,000


$
1



-Exercised


-







-Expired










-Outstanding and exercisable, September 30, 2012


70,000


$
1


$
-
  NOTE 6.     INCOME TAXES
 
 
 Our effective tax rates were approximately (0.0)% and (0.0)% for the nine months ended September 30, 2012 and 2011, respectively. Our effective tax rate was lower than the U.S. federal statutory rate due to, net operating loss carry-forwards available to offset current and future taxable income.
  NOTE 7.      COMMITMENTS AND CONTINGENCIES
 
 
 The Company was involved in the following litigations:
  a)
On May 15, 2002, Walt Disney World Co. commenced action in the Los Angeles Superior Court against the Company and a former wholly-owned subsidiary (WALT DISNEY WORLD CO. V. POLLUTION RESEARCH AND CONTROL CORP. AND DASIBI ENVIRONMENTAL CORP. (Case No. BC 274013 Los Angeles Superior Court) for amounts due in connection with unpaid rent. A judgment was entered for $411,500. No amounts have been paid in connection with the judgment. As of June 30, 2012, $411,500 has been accrued.b)
A. Sean Rose, Claire F. Rose and Mark Rose v. Universal Detection Technology, Pollution Research and Control Corporation (Superior Court of the State of California for the County of Los Angeles, North Central District, Case No. EC042040)  12
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
  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.  The Company has accrued for this settlement.  The Company entered into a settlement agreement in the third quarter of 2004 with each of these three parties.  Pursuant to this agreement, at June 30, 2005, the Company was required to pay an additional $80,000 as full payment of our obligations.  The Company did not make this payment and are in default of these notes.  As of June 30, 2012 and December 31, 2011 the Company has $636,275 and $610,621, respectively, accrued for including interest relating to this matter which is part of notes payable and accrued interest in the accompanying balance sheet as of June 30, 2012 and December 31, 2011.c) 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.  As of September 30, 2011, $28,098 was due under the agreement and is included in the accounts payable in the accompanying balance sheet as of June 30, 2012.d)  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.  No payments have been made on this judgment and no actions to enforce the judgment have been taken against UDT.e)   On June 24, 2010, Plaintiff Meyers Associates, L.P. commenced an action in the Supreme Court of the State of New York, New York County, entitled Meyers Associates, L.P. v. Universal Detection Technology ("UDT"), case No. 108321/10.  The complaint alleges breach of contract and damages related to performance by Meyers Associates, L.P. ("Meyers") of an investment banking services agreement dated December 22, 2005 and UDT's alleged failure to compensate Meyers for such services under the terms of the agreement. Plaintiff seeks damages in the amount of approximately $116,000 plus an award of court costs and attorneys fees.  In October 2010, Plaintiff filed a Notice of Motion for Default Judgment against UDT and filed a Request for Judicial Intervention in connection therewith. The Company has not received any further communication regarding this action and does not know if a default judgment was granted.f)   On November 1, 2010 the accounting firm of A.J. Robbins, P.C. filed a lawsuit in the District Court, City and County of Denver, Colorado, seeking recovery of fees allegedly owed for accounting services performed during 2004 to 2008. The claims have been asserted against the Company, a second corporate defendant, and our CEO, as a result of a personal guarantee. On December 15, 2010, Defendants filed an Answer which asserted several defenses. The parties have exchanged initial disclosures, and the matter has been set for trial commencing on December 5, 2011. On August 3, 2011 the parties entered into a settlement agreement whereby the Defendants in the case will jointly pay $85,000 to the plaintiffs and the Company will issue $45,000 of the Company’s stock to the plaintiffs.  The cash payments will be made in equal monthly payments over 7 months commencing on August 31, 2011.  In consideration of the settlement, the parties have executed a mutual release and have agreed to withdraw the lawsuit. The releases and withdrawal are contingent upon the Company's full performance of the settlement agreement terms.  The Company issued stock with a fair market value of $36,000 on the date of the agreement in full payment of the stock portion of the settlement agreement.  13
 UNIVERSAL DETECTION TECHNOLOGY. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)
  As of November 16, 2012, out of the cash payments that the Company was responsible for under the settlement agreement, $8,520.82 is still owed and unpaid. This balance due is for part of the February 28, 2012 payment. Plaintiff has the right to get a judgment for $175,000 minus the payments that were made, if we fail to perform under the terms of the settlement agreement and if they serve us with a notice of default, which they have not.
 
 
 NOTE 8.     RELATED PARTY TRANSACTIONS
 
 
 During the nine months ended September 30, 2012, the Company issued 225,000 shares of common stock to its president and CEO to convert $450,000 of accrued but unpaid salary to him.
 
 During the nine months ended September 30, 2012, the Company borrowed an aggregate of $212,934 in principal with no interest due and repaid $679,804 in principal and $1,768 in interest payments to its president and CEO.  A total of $359,804 was repaid in cash and $320,000 was repaid through the issuance of 160,000 shares of its common stock.  As of September 30, 2012, no principal and  in interest were due.
 
 During the year ended December 31, 2011, the Company borrowed a total of $592,256 from its president and chief executive officer under various written promissory note agreements executed by the Company and under oral agreements.  The agreement and notes had interest rates of 0%.  The Company repaid notes totaling $465,460 and interest of $0 to its president and chief executive officer. As of December 31, 2011, $466,869 in principal and $1,392 in interest was due to its president and chief executive officer.
 
 NOTE 9.      SUBSEQUENT EVENTS
  In October 2012, the Company issued 47,000 shares of common stock at an aggregate value of $24,440 in connection with certain loan fees.
 
 In November 2012, the Company issued 152,000 shares of common stock at an aggregate value of $106,400 to various consultants for services.








14




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





FORWARD-LOOKING STATEMENTS





This Quarterly Report on 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




Universal Detection Technology (the "Company," “UDT” or "We") is engaged in the marketing and resale of detection devices for chemical, biological, radiological, nuclear, and explosive (CBRNE) threats. Through agreements with various third parties we supply bioterrorism detection kits capable of detecting anthrax, ricin, botulinum, plague, and SEBs, mold detection kits, chemical detection equipment, radiation detection systems, and counter-terrorism training references.





We have entered into supply and distribution agreements with various parties enabling us to supply a host of products and services for detection of hazardous materials and training references. By combining our in-house experience and knowledge and outside expertise offered by various consultants and third parties, we have added threat evaluation and consulting services, and training courses to our services.  We sell and market security and counter-terrorism products including bioterrorism detection kits, chemical detectors, radiation detection systems, and training references. Some of the products and services we offer have not been sold to date and there is no guarantee that any of them will be demanded and sold in the market in the future. We plan to continue expanding our product base and intend to sell products to more users inside and outside the U.S. Our strategy is to generate sales by enhancing our web presence and marketing the Company as a supplier of complete CBRNE detection equipment. We plan to attend various industry trade shows and to offer products in certain training scenarios so that first responders can become more familiar with our products.  Our target customer markets primarily consist of first responders with some emphasis on the bioterror and military defense market. Our geographical customer focus is on the U.S., Europe, and Asia. There is no guarantee that we will succeed in implementing this strategy or if implemented, that this strategy will be successful.





Subsequent to the March 11, 2011 earthquake and tsunami in Japan, we saw an increased demand in our radiation detection equipment. In response we formed new alliances with manufacturers of dosimeters and survey meters to supply the Japanese market. We witnessed increased sales of these systems and have shipped several units to Japanese customers since the disaster.





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In late 2011 we started research and development on a new line of radiation detectors that can monitor the environment and surfaces for radiation and communicate the results with a smartphone enabling the user to save and share the test results instantaneously. In December 2011 we announced entering into an agreement with Honeywell India (a unit of Honeywell International) to develop a radiation detector which would display radiation data collected via Bluetooth to a smartphone. The product is designed to detect radiation levels on surfaces and food and to automatically send the collected data to a smartphone. According to the agreement with Honeywell, any and all intellectual property including any patents which may be filed will be the sole property of Universal Detection Technology.





We named this product RadSmart and we expect to bring it to the market in 2012. In March 2012, we applied for a Federal Trademark for RadSmart with the US Patent and Trademark Office (USPTO). We have received confirmation that the USPTO has received our application and has subsequently assigned a serial number to our submission. In March 2012, the USPTO has informed us that in approximately 3 months, an examining attorney will review our application to determine if all legal requirements are met. Currently our mark is not registered and is considered a “pending” application. The overall process from the time of initial filing to registration or final refusal can take 13-18 months or even longer.





RadSmart utilizes a Hamamatsu Cesium Iodide (CsI) scintillator for the detection of Gamma rays. Cs(I) scintillators are the most sensitive detection mechanisms for detecting Gamma radiation. The instrument will be sensitive enough to measure normal radiation levels to 100 to 200 times that intensity. With the planned detection range of 0.001 to 9.999 uSv/h the device is expected to be capable of detecting traces of radiation on surfaces, clothing and in particular food contamination, which has become an increasing concern globally after the Fukushima disaster in Japan.





In the third quarter of 2012 we realized revenues of $14,532 from sales. We have incurred losses for the three months ended September 30, 2012 and 2011 in the approximate amounts of $397,982 and $506,995, respectively, and have an accumulated deficit of $49.2 million as of September 30, 2012. At September 30, 2012, we were in default on certain debt obligations totaling approximately $328,240 in addition to accumulated interest of approximately $844,000. We require approximately $3.7 million in the next 12 months to repay debt obligations. We do not anticipate that our cash on hand is adequate to meet our operating expenses over the next 12 months. In addition, we do not have adequate capital to repay all of our debt currently due and becoming due in the next 12 months. We principally expect to raise funds through the sale of equity or debt securities. During the past 12 months, management spent the substantial majority of its time on sales and marketing of the Company’s products and services. These activities diverted management from capital raising activities. We will actively continue to pursue additional equity or debt financing in the coming months, but cannot provide any assurances that it will be successful or on terms that are acceptable to us. If we are unable to pay our debts as they become 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 other alternatives including suspending our business operations.





General and Administrative Expenses; Selling Expenses





During the three months ended September 30, 2012 we spent an aggregate of $348,928 on selling, general and administrative expenses and marketing expenses. This amount represents a 22% increase over the comparable prior year period. The increase is principally attributable to an increase in office expenses and professional fees.





During the nine months ended September 30, 2012 we spent an aggregate of $948,553 on selling, general and administrative expenses and marketing expenses. This amount represents a 15% increase over the comparable prior year period. The increase is principally attributable to an increase in office expenses and professional fees.





16




Working Capital Deficit





Our working capital deficit at September 30, 2012, was $3,751,343. Our independent auditors' report dated May 10, 2012, which is included in our Annual Report on Form 10-K for the year ended December 31, 2011, 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, 2011. We will require approximately $3.7 million to repay indebtedness in the next 12 months. We can make no assurances that such amount will be available to the Company.




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 EndedSeptember 30, 2012 Compared to the Three Months EndedSeptember 30, 2011.





Revenue.  Total revenue for the three months ended September 30, 2012 was $14,532, as compared to revenue of $113,519 for the same period in the prior fiscal year, a decrease of $98,987 (87%).  The decrease is primarily due to a decreased number of detection unit sales.





Operating Expenses. Total operating expenses for the three months ended September 30, 2012 were $351,542, as compared to total operating expenses of $287,223 for the three months ended September 30, 2011, representing an increase of $64,319 (22.4%)  Total selling, general and administrative expenses including marketing expenses for the three months ended September 30, 2012 were $348,928 representing an increase of $62,096 (21.6%) for the same period in the prior fiscal year. These increases are principally due to an increase in office administrative expenses and professional fees.





Other income (expense).Total other expense amounted to $49,818 for the three months ended September 30, 2012 as compared to $224,814 for the corresponding period of the prior year, representing a decrease of $174,996 (77.8%)  The decreased expense is principally related to the loss recognized on the settlement of shares issued for debt.





Net loss.  Net loss for the three months ended September 30, 2012 was $397,982, as compared to a net loss of $506,995 for the same period in the prior fiscal year, representing a decrease in loss of $109,013 (21.5%)  The primary reason for this change is a decrease in loss recognized on the settlement of shares issued for debt.





Nine Months EndedSeptember 30, 2012 Compared to the Nine Months EndedSeptember 30, 2011.





Revenue.  Total revenue for the nine months ended September 30, 2012 was $70,716, as compared to revenue of $146,332 for the same period in the prior fiscal year, a decrease of $75,616 (51.7%).  The decrease is primarily due to a decreased number of detection unit sales.





Operating Expenses. Total operating expenses for the nine months ended September 30, 2012 were $951,612, as compared to total operating expenses of $825,518 for the nine months ended September 30, 2011, representing an increase of $126,094 (15.3%).  Total selling, general and administrative expenses including marketing expenses for the nine months ended September 30, 2012 were $948,553 representing an increase of $126,145 (15.3%) for the same period in the prior fiscal year. These increases are principally due to an increase in office expenses and professional fees.





Other income (expense).Total other expense amounted to $226,952 for the nine months ended September 30, 2012 as compared to $1,360,941 for the corresponding period of the prior year, representing a decrease of $1,133,989 (83.3%)  The decreased expense is principally related to the loss recognized on the settlement of shares issued for debt.





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Net loss.  Net loss for the nine months ended September 30, 2012 was $1,164,347, as compared to a net loss of $2,185,087 for the same period in the prior fiscal year, representing a decrease in loss of $1,020,740 (46.7%)  The primary reason for this change is a decrease in loss recognized on the settlement of shares issued for debt.





LIQUIDITY AND CAPITAL RESOURCES





We require approximately $3.7 million to repay indebtedness including interest in the next 12 months. We do not anticipate that our cash on hand or anticipated revenues from operations will be 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 our available capital during the next 12 months principally will be used for:





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


·  repayment of debt;


·  sales and marketing;


·  product development, testing and manufacturing; and


·  expenses of professionals, including accountants and attorneys.





Our working capital deficit at September 30, 2012 was $33,751,343.  Our independent auditors’ report dated May 10, 2012, which is included in our Annual Report on Form 10-K for the year ended December 31, 2011, 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, 2011.





The following provides principal terms of our outstanding debt as of September 30, 2012:





o      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 September 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 September 30, 2012, we have $649,102 accrued for including interest relating to this matter.





o      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 September 30,2012, there was $161,000 principal amount (and $121,538 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.





o      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 September 30,2012, there was $71,500 principal amount (and $34,709 in interest). We did not make our scheduled payment under this note in July 2005, and are in default of this note.





o     
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 September 30, 2012, we owed $79,500 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.





18


o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $1,500 due September 27, 2007 with an interest rate of 12.5% per annum.  As of September 30, 2012, we owed $1,000 in interest.  We did not make our scheduled payment on June 27, 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.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $9,940 due on March 31, 2010 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $9,940 in principal and $3,906 in interest.  We did not make our scheduled payment on March 31, 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.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $1,638 due on March 31, 2010 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $1,638 in principal and $688 in interest.  We did not make our scheduled payment on March 31, 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.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $1,420 due on March 31, 2010 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $1,420 in principal and $596 in interest.  We did not make our scheduled payment on March 31, 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.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $776 due on September 3, 2010 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $776 in principal balance and $287 in interest.  We did not make our scheduled payment on September 3, 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.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $50,000 due on July 25, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $36,500 in principal and $3,285 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $40,000 due on August 8, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $40,000 in principal and $5,600 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $35,000 due on August 16, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $35,000 in principal and $4,725 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $60,000 due on November 11, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $60,000 in principal and $6,600 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $60,000 due on November 21, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $60,000 in principal and $6,000 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $50,000 due on December 20, 2014 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $50,000 in principal and $4,500 in interest.





19


o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $50,000 due on January 26, 2015 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $50,000 in principal and $ 4,000 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $50,000 due on January 31, 2015 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $50,000 in principal and $4,000 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $60,000 due on February 16, 2015 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $60,000 in principal and $4,500 in interest.





o      One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $40,000 due on February 21, 2015 with an interest rate of 12.0% per annum.  As of September 30, 2012, we owed $40,000 in principal and $3,000 in interest.




o One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $30,000 due on July 15, 2012 with an interest rate of 5.0% per annum.  As of September 30, 2012, we owed $30,000 in principal and $469 in interest.




o  One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $27,500 due on April 24, 2013 with an interest rate of 8.0% per annum.  As of September 30, 2012, we owed $27,500 in principal and $440 in interest.




o  One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $41,623 due on August 14, 2013 with an interest rate of 8.0% per annum.  As of September 30, 2012, we owed $41,623 in principal and $424 in interest.




o  One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $41,848 due on August 21, 2013 with an interest rate of 8.0% per annum.  As of September 30, 2012, we owed $41,848 in principal and $385 in interest.




o  One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $32,500 due on May 27, 2013 with an interest rate of 8.0% per annum.  As of September 30, 2012, we owed $32,500 in principal and $273 in interest.





o  One loan from an unaffiliated party evidenced by a promissory note in the aggregate principal amount of $120,435 due on September 24, 2013 with an interest rate of 8.0% per annum.  As of September 30, 2012, we owed $120,435 in principal and $0 in interest.





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 nine months ended September 30, 2012, we have entered into agreements to convert $30,625 of debt into
35,268 shares of common stock valued at $141,071.





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 high. We principally intend to raise funds through the sale of equity or debt securities. The more recent price and volume volatility in our 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.





20


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.





ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK










ITEM 4.      CONTROLS AND PROCEDURES





DISCLOSURE CONTROLS AND PROCEDURES





Under
the supervision and with the participation of our management, including our Chief Executive Officer ("CEO"), who is also
our Principal Accounting Officer, we evaluated the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this
Quarterly Report.





Based on such evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





There have been no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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 Rules 13a-15(e) and 15d-15(e) under 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 effect on the trading price of our common stock.





21


PART II


OTHER INFORMATION





ITEM 1.      LEGAL PROCEEDINGS







ITEM 1A.       RISK FACTORS








ITEM 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





During the third quarter of 2012, we issued the following securities that 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 nine months ended September 30, 2012, we entered into agreements to issue 35,268 shares of common stock to various notes holders to convert outstanding debt obligations valued at approximately $110,446 as follows:





o
On February 1, 2012, we issued 17,411 shares of common stock to noteholders or to parties designated by the noteholders to convert outstanding obligations valued at $69,643.  The price per share of the conversion was $3.99.


o
On February 1, 2012, we issued 17,857 shares of common stock to noteholders or to parties designated by the noteholders to convert outstanding obligations valued at $71,429.  The price per share of the conversion was $4.00.





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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. As of September 30, 2012, we have $649,102 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 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 September 30, 2012, 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 September 30, 2012, we owed $121,538 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 September 30, 2012, 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 September 30, 2012,
we owed $34,709 in interest on this note.





ITEM
4.      MINE SAFETY DISCLOSURES







We have no disclosure applicable to this item.



ITEM
5.      OTHER INFORMATION





During the nine months ended September 30, 2012, we entered into agreements to issue 35,268 shares of common stock to various notes holders to convert outstanding debt obligations valued at approximately $141,071.  See Items 2 with respect to the individual conversion terms and issuances. Such issuances constituted in excess of 5% of our issued and outstanding common stock.





There were no changes to the procedures by which security holders may recommend nominees to our board of directors.





23


ITEM 6.      EXHIBITS





Exhibit List









Exhibit Number
Description3.1
Articles
of Incorporation of Universal Detection Technology, as amended (incorporated by reference to Exhibit 3.1 to the
Company’s quarterly Report on Form 10-Q filed on August 20, 2012).3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001, filed on April 15, 2002).4.1
Amended and Restated 2003 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004, filed on March 31, 2005).4.2
2006 Stock Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 Registration Statement (File No. 333-131783) filed on February 13, 2006).4.3
2006 Consultant Stock Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 Registration Statement (File No. 333-135507) filed on June 30, 2006).4.4
2006-II Consultant Stock Plan (incorporated by reference to Exhibit 4.1 to the Company's Form S-8 Registration Statement (File No. 333-138923) filed on November 22, 2006).4.5
2007 Consultant Stock Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-142158) filed on April 17, 2007).4.6
2007 Equity Incentive Plan (effective May 30, 2007) (incorporated by reference to the Company’s Form S-8 Registration Statement filed on June 6, 2007).4.7
2007 Equity Incentive Plan (effective June 21, 2007) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-144084) filed on June 27, 2007).4.8
2007-2 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-144583) filed on July 13, 2007).4.9
2007-3 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-146438) filed on October 2, 2007).4.10
2007-4 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-147097) filed on November 2, 2007).4.11
2008 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-149169) filed on February 11, 2008).4.12
2008 Equity Incentive Plan II (incorporated by reference to Exhibit 4.1 to the Company’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-150400) filed on May 27, 2008).4.13
2008 Equity Incentive Plan III (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-152297) filed on July 11, 2008).4.14
2008 Equity Incentive Plan IV (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-153371) filed on September 8, 2008).4.15
2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-157461) filed on February 23, 2009).4.16
2009 Equity Incentive Plan II (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-159289) filed on May 15, 2009).4.17
2009 Equity Incentive Plan III (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-162963) filed on November 6, 2009).4.18
2011 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement (File No. 333-174010) filed on May 6, 2011).4.19
2011 Equity Incentive Plan II (incorporated by reference to Exhibit 4 to the Company’s Form S-8 Registration Statement (File No. 333-177555) filed on October 27, 2011).10.1
Form of Note Conversion Agreement*31
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*[101]
Interactive
Data Files (to be filed by amendment)


*           Filed herewith.


24




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.







UNIVERSAL DETECTION TECHNOLOGYDated: November 19, 2012
By:
/s/ Jacques TizabiJacques Tizabi,President, Chief Executive Officer (Principal Executive Officer), and Acting Chief Financial Officer (Acting Principal Financial Officer)