|   |
|--------|

| Maryland                                                                 | 52-0898545               |
|--------------------------------------------------------------------------|--------------------------|
| (State or other jurisdiction of                      | (I.R.S. Employer    |
| incorporation or organization)                                 | Identification No.) |
|                                                                     |                     |
| 11407 Cronhill Drive, Suite A                        |                     |
| Owings Mills, Maryland                                         | 21117                    |
| (Address of principal executive offices)             | (Zip Code)          |
|                                                                     |                     |
| Registrant’s telephone number, including area code: (410) 363-3000 |

|   |
|--------|

----

|                           |         |                                                                                                   |   | Page   |
|--------------------------------|--------------|--------------------------------------------------------------------------------------------------------|--------|--------|
|                           |         |                                                                                                   |   |   |
| Part I - Financial Information |         |                                                                                                   |
|                           |         |                                                                                                   |   |   |
|                           | Item 1.      | Condensed Consolidated Financial Statements (unaudited):                                               |   |   |
|                           |         |                                                                                                   |   |   |
|                           |         | Condensed Consolidated Balance Sheets at June 30, 2011 and March 31, 2011                              |   | 3      |
|                           |         |                                                                                                   |   |   |
|                           |         | Condensed Consolidated Statements of Earnings for the Three Months Ended June 30, 2011 and 2010        |   | 4      |
|                           |         |                                                                                                   |   |   |
|                           |         | Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2011 and 2010      |   | 5      |
|                           |         |                                                                                                   |   |   |
|                           |         | Notes to Consolidated Financial Statements                                                             |   | 6      |
|                           |         |                                                                                                   |   |   |
|                           | Item 2.      | Management’s Discussion and Analysis of Financial Condition  and Results of Operations |   | 8      |
|                           |         |                                                                                                   |   |        |
|                           | Item 4.      | Controls and Procedures                                                                                |   | 12     |
|                           |         |                                                                                                   |   |   |
| Part II - Other Information    |         |                                                                                                   |
|                           |         |                                                                                                   |   |   |
|                           | Item 1. | Legal Proceedings                                                                                      |   | 13     |
|                           |         |                                                                                                   |   |   |
|                           | Item 6.      | Exhibits                                                                                               |   | 13     |
|                           |         |                                                                                                   |   |   |
|                           |         | Signatures                                                                                             |   | 14     |

----

|                                                                                                                                              |   | March 31           |       |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|------------|
|                                                                                                                                              |   | (Unaudited)             |       |   | (Audited) |   |
|                                                                                                                                              |   | June 30, 2011 |       |   | March 31, 2011 |   |
| ASSETS                                                                                                                                            |   |                    |       |   |   |   |
| CURRENT ASSETS                                                                                                                                    |   |                    |       |   |   |   |
| Cash and cash equivalents                                                                                                                         |   | $                       | 5,253,615  |   |   | $ | 6,728,593 |   |
| Accounts receivable:                                                                                                                              |   |                    |       |   |   |   |   |   |
| Trade less allowance for doubtful accounts of approximately $75,000 at June 30, 2011 and March 31, 2011                                           |   |                    | 402,043    |   |   |   | 276,463 |   |
| Notes receivable - employees                                                                                                                      |   |                    | 68,019     |   |   |   | 69,666 |   |
| Receivable from Hong Kong Joint Venture                                                                                                           |   |                    | 117,262    |   |   |   | 301,380 |   |
|                                                                                                                                              |   |                    | 587,324    |   |   |   | 647,509 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| Amount due from factor                                                                                                                            |   |                    | 1,507,594  |   |   |   | 1,569,126 |   |
| Inventories, net of allowance for obsolete inventory of $70,000 at June 30, 2011 and $100,000 at March 31, 2011                                   |   |                    | 4,509,819  |   |   |   | 3,534,011 |   |
| Prepaid expenses                                                                                                                                  |   |                    | 553,951    |   |   |   | 519,356 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| TOTAL CURRENT ASSETS                                                                                                                              |   |                    | 12,412,303 |   |   |   | 12,998,595 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| DEFERRED TAX ASSET                                                                                                                                |   |                    | 2,131,029  |   |   |   | 2,002,561 |   |
| INVESTMENT IN HONG KONG JOINT VENTURE                                                                                                             |   |                    | 13,388,803 |   |   |   | 13,149,614 |   |
| PROPERTY AND EQUIPMENT – NET                                                                                                                |   |                    | 194,389    |   |   |   | 203,440 |   |
| INTANGIBLE ASSET - NET                                                                                                                            |   |                    | 88,316     |   |   |   | 89,434 |   |
| OTHER ASSETS                                                                                                                                      |   |                    | 40,134     |   |   |   | 40,134 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                      |   | $                       | 28,254,974 |   |   | $ | 28,483,778 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                        |   |                    |       |   |   |   |   |   |
| CURRENT LIABILITIES                                                                                                                               |   |                    |       |   |   |   |   |   |
| Accounts payable                                                                                                                                  |   | $                       | 709,792    |   |   | $ | 794,014 |   |
| Hong Kong Joint Venture accounts payable                                                                                                          |   |                    | 350,056    |   |   |   | 453,480 |   |
| Accrued liabilities:                                                                                                                              |   |                    |       |   |   |   |   |   |
| Payroll and employee benefits                                                                                                                     |   |                    | 138,209    |   |   |   | 177,298 |   |
| Commissions and other                                                                                                                             |   |                    | 31,048     |   |   |   | 33,700 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| TOTAL CURRENT LIABILITIES                                                                                                                         |   |                    | 1,229,105  |   |   |   | 1,458,492 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| Long-term obligation – other                                                                                                                |   |                    | 25,000     |   |   |   | 25,000 |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| COMMITMENTS AND CONTINGENCIES                                                                                                                     |   |                    | -          |   |   |   | - |   |
|                                                                                                                                              |   |                    |       |   |   |   |   |   |
| SHAREHOLDERS’ EQUITY                                                                                                                        |   |                    |       |   |   |   |   |   |
| Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,387,887 shares issued and outstanding at June 30, 2011 and March 31, 2011 |   |                    | 23,879     |   |   |   | 23,879 |   |
| Additional paid-in capital                                                                                                                        |   |                    | 13,135,198 |   |   |   | 13,135,198 |   |
| Retained earnings                                                                                                                                 |   |                    | 13,841,792 |   |   |   | 13,841,209 |   |
| TOTAL SHAREHOLDERS’ EQUITY                                                                                                                  |   |                    | 27,000,869 |   |   |   | 27,000,286 |   |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                  |   | $                       | 28,254,974 |   |   | $ | 28,483,778 |   |

----

|                                                   |   | Three Months Ended June 30, |      |
|--------------------------------------------------------|--------|-------------------------------------------------|-----------|
|                                                   |   | 2011                                            |      |   | 2010 |   |
|                                                   |   |                                            |      |   |   |   |
| Net sales                                              |   | $                                               | 3,201,302 |   |   | $ | 3,681,421 |   |
| Cost of goods sold – acquired from Joint Venture |   |                                            | 1,902,892 |   |   |   | 2,365,287 |   |
| Cost of goods sold – other                       |   |                                            | 425,472   |   |   |   | 204,892 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| GROSS PROFIT                                           |   |                                            | 872,938   |   |   |   | 1,111,242 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| Research and development expense                       |   |                                            | 142,753   |   |   |   | 167,103 |   |
| Selling, general and administrative expense            |   |                                            | 1,101,395 |   |   |   | 1,207,882 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| Operating loss                                         |   |                                            | (371,210  | ) |   |   | (263,743 | ) |
|                                                   |   |                                            |      |   |   |   |   |   |
| Other income (expense):                                |   |                                            |      |   |   |   |   |   |
| Investment and interest income                         |   |                                            | 9,654     |   |   |   | 34,868 |   |
| Interest expense                                       |   |                                            | (4,480    | ) |   |   | (7,064 | ) |
|                                                   |   |                                            |      |   |   |   |   |   |
| LOSS BEFORE EQUITY IN EARNINGS OF JOINT VENTURE        |   |                                            | (366,036  | ) |   |   | (235,939 | ) |
|                                                   |   |                                            |      |   |   |   |   |   |
| Equity in earnings of Joint Venture                    |   |                                            | 239,189   |   |   |   | 435,381 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| (Loss) income from operations before income taxes      |   |                                            | (126,847  | ) |   |   | 199,442 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| Income tax benefit                                     |   |                                            | 127,428   |   |   |   | 82,425 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| NET INCOME                                             |   | $                                               | 581       |   |   | $ | 281,867 |   |
|                                                   |   |                                            |      |   |   |   |   |   |
| Income per share:                                      |   |                                            |      |   |   |   |   |   |
| Basic                                                  |   |                                            | 0.00      |   |   |   | 0.12 |   |
| Diluted                                                |   |                                            | 0.00      |   |   |   | 0.12 |   |
| Shares used in computing net income per share:         |   |                                            |      |   |   |   |   |   |
| Basic                                                  |   |                                            | 2,387,887 |   |   |   | 2,387,887 |   |
| Diluted                                                |   |                                            | 2,396,428 |   |   |   | 2,395,328 |   |

----

|                                                                              |   | Three Months Ended June 30, |       |
|-----------------------------------------------------------------------------------|--------|-------------------------------------------------|------------|
|                                                                              |   | 2011                                            |       |   | 2010 |   |
| OPERATING ACTIVITIES                                                              |   |                                            |       |   |   |   |
| Net income                                                                        |   | $                                               | 581        |   |   | $ | 281,867 |   |
| Adjustments to reconcile net income to net cash provided by operating activities: |   |                                            |       |   |   |   |   |   |
| Increase in deferred taxes                                                        |   |                                            | (128,468   | ) |   |   | (82,425 | ) |
| Depreciation and amortization                                                     |   |                                            | 11,294     |   |   |   | 13,756 |   |
| Earnings of the Joint Venture                                                     |   |                                            | (239,189   | ) |   |   | (435,381 | ) |
| Changes in operating assets and liabilities:                                      |   |                                            |       |   |   |   |   |   |
| Decrease in accounts receivable and amounts due from factor                       |   |                                            | 121,717    |   |   |   | 2,088,530 |   |
| (Increase) decrease in inventories and prepaid expenses                           |   |                                            | (1,010,403 | ) |   |   | 316,528 |   |
| Decrease in accounts payable and accrued expenses                                 |   |                                            | (229,385   | ) |   |   | (1,462,762 | ) |
|                                                                              |   |                                            |       |   |   |   |   |   |
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                               |   |                                            | (1,473,853 | ) |   |   | 720,113 |   |
|                                                                              |   |                                            |       |   |   |   |   |   |
| INVESTING ACTIVITIES:                                                             |   |                                            |       |   |   |   |   |   |
| Purchase of assets held for investment                                            |   |                                            | -          |   |   |   | (29,345 | ) |
| Purchase of property and equipment                                                |   |                                            | (1,125     | ) |   |   | (2,600 | ) |
|                                                                              |   |                                            |       |   |   |   |   |   |
| (DECREASE) INCREASE IN CASH                                                       |   |                                            | (1,474,978 | ) |   |   | 688,168 |   |
|                                                                              |   |                                            |       |   |   |   |   |   |
| Cash at beginning of period                                                       |   |                                            | 6,728,593  |   |   |   | 2,253,631 |   |
|                                                                              |   |                                            |       |   |   |   |   |   |
| CASH AT END OF PERIOD                                                             |   | $                                               | 5,253,615  |   |   | $ | 2,941,799 |   |
|                                                                              |   |                                            |       |   |   |   |   |   |
| Supplemental information:                                                         |   |                                            |       |   |   |   |   |   |
| Interest paid                                                                     |   | $                                               | 4,480      |   |   | $ | 7,064 |   |
| Income taxes                                                                      |   |                                            | -          |   |   |   | - |   |

----

|                      |   | 2011   |       |   | 2010   |   |
|---------------------------|--------|--------|------------|--------|--------|--------|
| Net sales                 |   | $      | 6,196,059  |   |   | $      | 6,795,331 |   |
| Gross profit              |   |   | 1,590,785  |   |   |   | 1,943,791 |   |
| Net income                |   |   | 666,827    |   |   |   | 830,380 |   |
| Total current assets      |   |   | 15,647,398 |   |   |   | 17,456,253 |   |
| Total assets              |   |   | 33,092,428 |   |   |   | 31,119,018 |   |
| Total current liabilities |   |   | 4,453,568  |   |   |   | 4,812,591 |   |

----

|                                                                                       |   | Three Months EndedJune 30, |      |
|--------------------------------------------------------------------------------------------|--------|-------------------------------------------|-----------|
|                                                                                       |   | 2011                                      |      |   | 2010 |   |
| Weighted average number of common shares outstanding for basic EPS                         |   |                                      | 2,387,887 |   |   |   | 2,387,887 |   |
| Shares issued upon the assumed exercise of outstanding stock options                       |   |                                      | 8,541     |   |   |   | 7,441 |   |
| Weighted average number of common and common equivalent shares outstanding for diluted EPS |   |                                      | 2,396,428 |   |   |   | 2,395,328 |   |

----

| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS |
|---------|--------------------------------------------------------------------------------------------|

----

----

----

----

| ITEM 4. | CONTROLS AND PROCEDURES |
|---------|-------------------------|

----

| 3.1  | Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988, File No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002, file No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.3  | Bylaws, as amended (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed July 13, 2011, File No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1 | Hong Kong Joint Venture Agreement, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2003, File No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.2 | Amended and Restated Factoring Agreement between the Registrant and The CIT Group/Commercial Services, Inc. (“CIT”), dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 26, 2007, file No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.3 | Amended and Restated Inventory Security Agreement between the Registrant and CIT, dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 26, 2007, file No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4 | Amendment, dated December 22, 2009, to Amended and Restated Factoring Agreement between the Registrant and CIT dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed February 16, 2010, file No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.5 | Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated November 4, 2008 for its office and warehouse located at 11407 Cronhill Drive, Suites A-D, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, File No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6 | Amendment to Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated June 23, 2009 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, File No. 1-31747)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.7 | Amended and Restated Employment Agreement dated July 18, 2007 between the Company and Harvey B. Grossblatt (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2007, File No. 1-31747), as amended by Addendum dated November 13, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2007, File No. 1-31747), by Addendum dated September 8, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 8, 2008, File No. 1-31747), and by Addendum dated March 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2010, File No. 1-31747) |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 32.1 | Section 1350 Certifications*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 99.1 | Press Release dated August 12, 2011*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 101  | Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets, June 30, 2011 and March 31, 2011, (ii) Condensed Consolidated Statements of Earnings for the three months ended June 30, 2011 and 2010, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2011 and 2010, and (v) Notes to Consolidated Financial Statements                                                                                                                                                                                                                         |

----

|                  | UNIVERSAL SECURITY INSTRUMENTS, INC. |
|-----------------------|--------------------------------------|
|                  | (Registrant)                         |
|                  |                                 |   |
| Date: August 12, 2011 | By:                                  | /s/ Harvey B. Grossblatt |
|                  |                                 | Harvey B. Grossblatt |
|                  |                                 | President, Chief Executive Officer |
|                  |                                 | (principal executive officer) |
|                  |                                 |   |
|                  | By:                                  | /s/ James B. Huff |
|                  |                                 | James B. Huff |
|                  |                                 | Vice President, Chief Financial Officer |
|                  |                                 | (principal financial officer) |

----