UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Amendment No. 3


to


FORM 10-Q





(Mark One)





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the Quarterly Period Ended March 31, 2011
 
 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 0-22583





ORBIT/FR, Inc.


(Exact Name of Registrant as Specified in its Charter)





DELAWARE
23-2874370(State or other jurisdiction
(I.R.S. Employerof incorporation or organization)
Identification No.)506 Prudential Road, Horsham, PA
19044(Address of principal executive offices)
(Zip Code)





(215) 674-5100


(Registrant's telephone number, including area code)





Not Applicable


(Former name, former address and former fiscal year, if changed since last report)





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 definitions of “large accelerated filer, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filero
Accelerated filero
Non-accelerated filer  o
Smaller reporting companyx(Do not check if a smaller reporting company)





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





There were 6,001,773 shares of common stock, $.01 par value, outstanding as of May 23, 2011.












EXPLANATORY NOTE





This Amendment No. 3 to the Quarterly Report on Form 10-Q/A (the “Amendment”) of Orbit/FR, Inc. (the “Company” or “we”) is being filed solely for the purpose of amending Part I, Item 4. Except as described above, no other changes are being made to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2011 (the “Form 10-Q”), as amended by Amendment Nos. 1 and 2. This Amendment does not reflect events occurring after the May 23, 2011 filing of our Form 10-Q and does not modify or update the disclosure contained in the Form 10-Q, as amended by Amendment Nos. 1 and 2, in any way other than as described in this Explanatory Note.


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ORBIT/FR, Inc.





Index





Page No.PART I.

FINANCIAL INFORMATIONItem 4.

Controls and procedures
4PART II.

Other InformationItem 6.

Exhibits
6Signatures
7


3
 Index





Item 4.   Controls and Procedures





(a)
Evaluation of disclosure controls and procedures.




The Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed by us in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is accumulated and communicated to our management on a timely basis to allow decisions regarding required disclosure. The Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2011. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2011, these controls and procedures were not effective.


4
 Index


(b)
Changes in Internal Control Over Financial Reporting





During the three months ended March 31, 2011, we determined that there was a material weakness in the recording of foreign exchange expense. This material weakness, if not corrected, could result in the misstatement of foreign exchange gain or loss. As a result, the Company has amended its internal control procedures to include a process whereby all foreign exchange calculations are subject to an enhanced review by senior management. The material weakness resulted in the misstatement of foreign exchange loss in the Company’s unaudited condensed consolidated statement of operations for three months ended March 31, 2011 which has been corrected in this amendment.


5
 Index


PART II. OTHER INFORMATION





Item 6.   Exhibits





31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Per Iversen, President and Chief Executive Officer.





31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Relland Winand, Chief Financial Officer.





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





32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Relland Winand, Chief Financial Officer.


6
 Index


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.





Orbit/FR, Inc.Date:  November 30, 2011
/s/  Per IversenPresident and Chief Executive Officer






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