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 APRIL 30, 2010

                                       OR

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

                For the transition period from _______ to _______

                         Commission file number 000-7642

                             PASSUR AEROSPACE, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             NEW YORK                                    11-2208938
--------------------------------------------------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

ONE LANDMARK SQUARE, SUITE 1900, STAMFORD, CONNECTICUT         06901
--------------------------------------------------------------------------------
(Address of Principal Executive Office)                     (Zip Code)

Registrant's telephone number, including area code: (203) 622-4086
                                                    --------------

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 [ ]

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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files).
YES [ ]    NO [ ]

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. (Check one):
Large accelerated filer [ ]                     Accelerated filer [ ]
Non-accelerated filer [ ]
(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 Act).
YES [  ]    NO [X]

================================================================================

There were 4,581,448 shares of the Registrant's common stock with a par value of
$0.01 per share outstanding as of June 2, 2010.
<PAGE>

                                      INDEX

                      PASSUR Aerospace, Inc. and Subsidiary

                                                                            PAGE

PART I.  FINANCIAL INFORMATION                                                3

Item 1.  Financial Statements

         Consolidated Balance Sheets as of April 30, 2010 (unaudited)         3
         and October 31, 2009.

         Consolidated Statements of Operations (unaudited)                    4
         Six months ended April 30, 2010 and 2009.

         Consolidated Statements Operations (unaudited)                       5
         Three months ended April 30, 2010 and 2009.

         Consolidated Statements of Cash Flows (unaudited)                    6
         Six months ended April 30, 2010 and 2009.

         Notes to Consolidated Financial                                      7
         Statements (unaudited) - April 30, 2010.

Item 2.  Management's Discussion and Analysis of Financial                   13
         Condition and Results of Operations.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.         18

Item 4T. Controls and Procedures.                                            18

PART II. OTHER INFORMATION                                                   19

Item 6.  Exhibits.                                                           19

Signatures.                                                                  20


                                       2
<PAGE>

PART I: FINANCIAL INFORMATION

ITEM   1. FINANCIAL STATEMENTS

                      PASSUR Aerospace, Inc. and Subsidiary

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                           APRIL 30,      October 31,
                                                                                             2010            2009
                                                                                         ----------------------------
                                                                                          (Unaudited)      (Audited)
<S>                                                                                      <C>             <C>
ASSETS
Current assets:
   Cash                                                                                  $    131,330    $    250,626
   Accounts receivable, net                                                                   842,323         867,043
   Prepaid expenses and other current assets                                                  547,601         243,918
                                                                                         ----------------------------
Total current assets                                                                        1,521,254       1,361,587

Property, plant and equipment, net                                                            221,616         259,231
PASSUR(R) Network, net                                                                      7,367,681       7,291,429
Software development costs, net                                                             2,841,769       2,516,278
Other assets                                                                                  225,564         282,569
                                                                                         ----------------------------
TOTAL ASSETS                                                                             $ 12,177,884    $ 11,711,094
                                                                                         ============================
LIABILITIES AND STOCKHOLDERS' DEFICIT
   Current liabilities:
   Accounts payable                                                                      $    813,962    $    407,647
   Accrued expenses and other current liabilities                                             633,581         540,793
   Deferred income, current portion                                                         1,160,174       1,377,106
   Accrued interest - related party                                                           279,806       1,108,112
                                                                                         ----------------------------
Total current liabilities                                                                   2,887,523       3,433,658

Deferred income, less current portion                                                         212,114         305,193
Notes payable - related party                                                              14,914,880      13,914,880
                                                                                         ----------------------------
                                                                                           18,014,517      17,653,731
Commitment and contingencies

Stockholders' deficit:
   Preferred shares - authorized 5,000,000 shares, par value $.01 per share; none
     issued or outstanding                                                                         --              --
   Common shares - authorized 10,000,000 shares, par value $.01 per share; issued
     5,242,948 in 2010 and 4,990,448 in 2009                                                   52,429          49,904
   Additional paid-in capital                                                               4,587,896       4,436,770
   Accumulated deficit                                                                     (8,853,483)     (8,805,836)
                                                                                         ----------------------------
                                                                                           (4,213,158)     (4,319,162)
   Treasury stock, at cost, 696,500 shares in 2010 and 2009                                (1,623,475)     (1,623,475)
                                                                                         ----------------------------
Total stockholders' deficit                                                                (5,836,633)     (5,942,637)
                                                                                         ----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $ 12,177,884    $ 11,711,094
                                                                                         ============================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED APRIL 30,
                                                                      2010           2009
                                                                 ----------------------------
<S>                                                              <C>             <C>
REVENUES:
   Subscriptions                                                 $  4,445,222    $  4,118,694
   Maintenance                                                        172,133         186,891
   Other                                                              109,260         115,092
                                                                 ----------------------------
Total revenues                                                      4,726,615       4,420,677
                                                                 ----------------------------
COST AND EXPENSES:
   Cost of revenues                                                 2,052,932       1,559,268
   Research and development                                           143,287         130,020
   Selling, general, and administrative expenses                    1,884,280       2,151,784
                                                                 ----------------------------
                                                                    4,080,499       3,841,072
                                                                 ----------------------------
INCOME FROM OPERATIONS                                                646,116         579,605

Other expense:
   Interest expense - related party                                   673,531         468,027
                                                                 ----------------------------
(Loss) income before income taxes                                     (27,415)        111,578
Provision for income taxes                                             20,232           9,030
                                                                 ----------------------------
NET (LOSS) INCOME                                                $    (47,647)   $    102,548
                                                                 ============================
Net (loss) income per common share - basic                       $       (.01)   $        .02
                                                                 ============================
Net (loss) income per common share - diluted                     $       (.01)   $        .02
                                                                 ============================
Weighted average number of common shares outstanding - basic        4,479,901       4,146,448
                                                                 ============================
Weighted average number of common shares outstanding - diluted      4,479,901       5,336,028
                                                                 ============================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED APRIL 30,
                                                                     2010           2009
                                                                 --------------------------
<S>                                                              <C>            <C>
REVENUES:
   Subscriptions                                                 $ 2,246,499    $ 2,196,628
   Maintenance                                                        87,351         97,030
   Other                                                              69,363         50,634
                                                                 --------------------------
Total revenues                                                     2,403,213      2,344,292
                                                                 --------------------------
COST AND EXPENSES:
   Cost of revenues                                                1,103,899        887,016
   Research and development                                           73,972         59,946
   Selling, general, and administrative expenses                     968,662      1,061,357
                                                                 --------------------------
                                                                   2,146,533      2,008,319
                                                                 --------------------------
INCOME FROM OPERATIONS                                               256,680        335,973

Other expense:
   Interest expense - related party                                  329,806        309,156
                                                                 --------------------------
   (Loss) income before income taxes                                 (73,126)        26,817
   Provision for income taxes                                             --             --
                                                                 --------------------------
NET (LOSS) INCOME                                                $   (73,126)   $    26,817
                                                                 ==========================
Net (loss) income per common share - basic                       $      (.02)   $       .01
                                                                 ==========================
Net (loss) income per common share - diluted                     $      (.02)   $       .01
                                                                 ==========================
Weighted average number of common shares outstanding - basic       4,546,448      4,146,448
                                                                 ==========================
Weighted average number of common shares outstanding - diluted     4,546,448      5,344,997
                                                                 ==========================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       5
<PAGE>

                      PASSUR Aerospace, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED APRIL 30,
                                                             2010           2009
                                                         --------------------------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income                                        $   (47,647)   $   102,548
Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation and amortization                           914,340        799,753
     Stock-based compensation expense                         46,763         11,574
     Changes in operating assets and liabilities:
       Accounts receivable, net                               24,720       (740,695)
       Prepaid expenses and other current assets            (303,683)       (88,777)
       Other assets                                           57,005       (145,256)
       Accounts payable                                      406,315        193,498
       Deferred income                                      (310,011)       505,209
       Accrued expenses and other current liabilities         92,788       (264,000)
       Accrued interest - related party                     (828,306)       468,027
                                                         --------------------------
Total adjustments                                             99,931        739,333
                                                         --------------------------
Net cash provided by operating activities                     52,284        841,881

CASH FLOWS FROM INVESTING ACTIVITIES
PASSUR(R) Network                                           (683,739)      (676,020)
Software development costs                                  (513,980)      (398,251)
Capital expenditures                                         (80,749)       (17,712)
                                                         --------------------------
Net cash used in investing activities                     (1,278,468)    (1,091,983)
                                                         --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party                1,000,000        100,000
Proceeds from exercise of stock options                      106,888             --
                                                         --------------------------
Net cash provided by financing activities                  1,106,888        100,000
                                                         --------------------------
Net decrease in cash                                        (119,296)      (150,102)
Cash - beginning of period                                   250,626        217,316
                                                         --------------------------
Cash - end of period                                     $   131,330    $    67,214
                                                         ==========================
SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for:
Interest - related party                                 $ 1,501,837    $        --
Income taxes                                             $    20,232    $     9,029
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       6
<PAGE>

                      PASSUR Aerospace, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

                                 April 30, 2010

                                   (Unaudited)

1. NATURE OF BUSINESS

PASSUR Aerospace, Inc. (the "Company", "PASSUR(R)", "we", or "our") is a
business intelligence company which develops predictive analytics built on
proprietary algorithms and on concurrent integration and simultaneous mining of
multiple databases. The Company believes it is positioned to provide the
industry standard in business intelligence dashboards and predictive analytics
for aviation organizations.

The Company's principal business is to provide business intelligence and
predictive analytics solutions which save money and make available mission
critical information for aviation organizations. These analytics are derived
from its proprietary PASSUR(R) Network of live flight information, updated every
4.6 seconds, and include decision support software, predictive analytics, and
web-delivered collaborative decision solutions enhanced by professional
services, provided by industry experts.

PASSUR(R) serves most major airlines (including six of the top seven North
American airlines, as well as the top five hub airlines), over fifty airport
customers (including ten of the top fifteen North American airports), and more
than two hundred corporate aviation customers.

The Company believes its predictive analytics save its customers millions of
dollars by providing "Predict and Proactively Act" solutions. The PASSUR(R)
Network simultaneously scans, correlates, and mines information from its
proprietary private passive radar system together with multiple additional
government and private databases - enabling problems, trends, and patterns of
behavior in flight operations to be identified before they happen.

The PASSUR(R) Network includes one hundred and forty Company-owned passive
radars located primarily in North America, with one located at each of the top
thirty-five U.S. airports. Other PASSUR(R)s are located in Europe and Asia.
Flight tracks are updated every 4.6 seconds, thereby providing a system which is
user-friendly and useful for decision making.


                                       7
<PAGE>

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial information contained in this Form 10-Q represents
condensed financial data and, therefore, does not include all footnote
disclosures required to be included in financial statements prepared in
conformity with accounting principles generally accepted in the United States.
Such footnote information was included in the Company's annual report on Form
10-K for the year ended October 31, 2009, filed with the Securities and Exchange
Commission ("SEC"); the consolidated financial data included herein should be
read in conjunction with that report. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the Company's consolidated financial position at April 30, 2010, and its
consolidated results of operations and cash flows for the six months ended April
30, 2010 and 2009.

Management is addressing the Company's working capital and stockholders'
deficiencies by aggressively marketing the Company's PASSUR(R) information
capabilities in its existing product lines, as well as in new products, which
are continually being developed and deployed. The Company intends to increase
the size and related airspace coverage of its owned PASSUR(R) Network by
continuing to install PASSUR(R) Systems throughout the United States and certain
foreign countries. In addition, management believes that expanding its existing
software suite of products, which address the wide array of needs of the
aviation industry, through the continued development of new product offerings,
will continue to lead to increased growth in the Company's customer base and
subscription-based revenues. Additionally, if the Company's business plan does
not generate sufficient cash flows from operations to meet the Company's
operating cash requirements, the Company will attempt to obtain external
financing, and if such external financing is not consummated, the Company has a
commitment to receive the necessary continuing financial support to meet its
obligations from its significant shareholder and Chairman through June 2, 2011.
Such continuing financial support may be in the form of additional loans to the
Company, in addition to the deferral of principal and/or interest payments due
on the outstanding loans, if deemed necessary.

The results of operations for the interim period stated above are not
necessarily indicative of the results of operations to be recorded for the full
fiscal year ending October 31, 2010.

Certain financial information in the footnotes have been rounded to the nearest
thousand for presentation purposes.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of PASSUR Aerospace,
Inc. and its wholly-owned subsidiary. All significant inter-company transactions
and balances have been eliminated in consolidation.


                                       8
<PAGE>

REVENUE RECOGNITION POLICY

The Company follows the provisions of FASB ASC 985-605 (SOP 97-2, "SOFTWARE
REVENUE RECOGNITION"), as amended. ASC 985-605 delineates the accounting
practices for software products, maintenance, support services, and professional
services revenue. Under ASC 985-605, the Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
determinable, and collection of the resulting receivable is probable. For
arrangements involving multiple elements (e.g. maintenance, support, and other
services), the Company allocates revenue to each element of the arrangement
based on vendor-specific objective evidence of its fair value, or for products
not being sold separately, the objective and verifiable fair value established
by management.

The Company recognizes service and maintenance revenues on a straight-line basis
over the service contract period. Revenues for data subscription services are
recognized on a monthly basis upon the execution of an agreement and the
customer's receipt of the data. The Company performs certain professional
services for customers on a subscription basis that have stand alone value. Such
subscription based professional services are recognized over the subscription
period.

The Company recognizes license fee revenues on a straight-line basis over the
term of the license agreement, which typically does not exceed five years.

The Company recognizes initial set up fee revenues and associated costs on a
straight-line basis over the estimated life of the customer relationship period,
typically five years.

ACCOUNTS RECEIVABLE

The Company uses installment license and/or maintenance agreements as part of
its standard business practice. The Company has a history of successfully
collecting all amounts due under the original payment terms, without making
concessions on payments, software products, maintenance, or other services. Net
accounts receivable are composed of either the monthly, quarterly, or annual
committed amounts due from customers pursuant to the terms of each respective
customer's agreement. These account receivable balances include unearned revenue
attributable to deferred subscription revenues, deferred maintenance revenues,
and unamortized license fee revenues. Deferred revenue amounts represent fees
billed prior to actual performance of services, which will be recognized as
revenue over the respective license agreement term, which typically does not
exceed five years.

Accounts receivable balances also include initial set up fees billed when the
service is performed and revenues are recognized on a straight-line basis over
the estimated life of the customer relationship period, typically five years.

As of April 30, 2010, provision for doubtful accounts was approximately $38,000,
compared to $43,000, recorded as of the fiscal year ended October 31, 2009. The
Company monitors its outstanding accounts receivable balances and believes the
$38,000 provision is reasonable.

COST OF REVENUES

Costs associated with subscription and maintenance revenues consist primarily of
direct labor, depreciation of PASSUR(R) Network Systems, amortization of
software development costs, communication costs, data feeds, allocated overhead
costs, travel and entertainment, and consulting fees. Also included in cost of
revenues are costs associated with upgrades to PASSUR(R) Network Systems
necessary to make such systems compatible with new software applications, as
well as the ordinary repair and maintenance of existing PASSUR(R) Network
Systems. Additionally, cost of revenues in each reporting period is impacted by:
(1) the number of PASSUR(R) Network Systems added, which include the production,
shipment, and installation of these assets, which are capitalized to the
PASSUR(R) Network System; and (2) capitalized costs associated with software
development projects. Both of these are referred to as "Capitalized Assets", and
are depreciated and/or amortized over their respective useful lives and charged
to cost of revenues.


                                       9
<PAGE>

PASSUR(R) NETWORK

The PASSUR(R) Network installations, which include the direct and indirect
production and installation costs incurred for each of the Company-owned
PASSUR(R) Systems, are recorded at cost, net of accumulated depreciation.
Depreciation is charged to cost of revenues and is calculated using the
straight-line method over the estimated useful life of the asset, which is
estimated at seven years. Units that are not placed into service are not
depreciated until they are placed in service.

CAPITALIZED SOFTWARE COSTS

The Company follows the provisions of FASB ASC 985-20 (SFAS 86, "ACCOUNTING FOR
THE COSTS OF SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED"). Costs
incurred to develop computer software products as well as significant
enhancements to software features of the existing products to be sold or
otherwise marketed are capitalized, after technological feasibility is
established and ending when the product is available for release to customers.
Once the software products become available for general release to the public,
the Company begins to amortize such costs to cost of revenues.

Amortization of capitalized software costs is provided on a product-by-product
basis based on the greater of the ratio of current gross revenues to the total
of current and anticipated future gross revenues or the straight-line method
over the estimated economic life of the product beginning at the point the
product becomes available for general release, typically over five years. Costs
incurred to improve and support products after they become available for general
release are charged to expense as incurred. Costs incurred to enhance products
are capitalized. The assessment of recoverability of capitalized software
development costs requires the exercise of judgment by management. In the
opinion of management, all such costs capitalized as of April 30, 2010 are
recoverable through anticipated future sales of such applicable products.

DEFERRED INCOME

Deferred income includes advances received on subscription services and/or
maintenance agreements, which are derived from the Company's PASSUR(R) Network
and which may be prepaid either annually or quarterly, as well as the
unamortized portion of one-time payments received for license fees relating to
Company software applications. Revenues from subscription and maintenance
services are recognized as income ratably over the subscription and/or
maintenance period that coincides with the respective agreement.

The Company recognizes license fee revenues on a straight-line basis over the
term of the license agreement, which typically does not exceed five years.

The Company recognizes initial set up fee revenues and associated costs on a
straight-line basis over the estimated life of the customer relationship period,
typically five years.

LONG-LIVED ASSETS

The Company reviews long-lived assets for impairment when circumstances indicate
the carrying amount of an asset may not be recoverable. Impairment is recognized
to the extent the sum of undiscounted estimated future cash flows expected to
result from the use of the asset is less than the carrying value. Assets to be
disposed of are carried at the lower of their carrying value or fair value, less
costs to sell. The Company evaluates the periods of amortization continually in
determining whether later events and circumstances warrant revised estimates of
useful lives. If estimates are changed, the unamortized costs will be allocated
to the increased or decreased number of remaining periods in the revised life.


                                       10
<PAGE>

NET (LOSS) INCOME PER SHARE INFORMATION

Basic net (loss) income per share is computed based on the weighted average
number of shares outstanding. Diluted net (loss) income per share is based on
the sum of the weighted average number of common shares outstanding and common
stock equivalents. Shares used to calculate net (loss) income per share are as
follows:

<TABLE>
<CAPTION>
                                                 FOR THE THREE MONTHS      FOR THE SIX MONTHS
                                                     ENDED APRIL 30,         ENDED APRIL 30,
                                                    2010        2009        2010        2009
                                                 ---------------------------------------------
<S>                                              <C>         <C>         <C>         <C>
Basic weighted average shares outstanding        4,546,448   4,146,448   4,479,901   4,146,448
Effect of dilutive stock options                        --   1,198,549          --   1,189,580
                                                 ---------------------------------------------
Diluted weighted average shares outstanding      4,546,448   5,344,997   4,479,901   5,336,028
                                                 =============================================
Weighted average shares which are not included
in the calculation of diluted net income per
share because their impact is anti-dilutive

Stock options                                    1,494,500     586,951   1,494,500     595,920
                                                 =============================================
</TABLE>

STOCK-BASED COMPENSATION

The Company follows FASB ASC 718 (SFAS 123R, "Share-Based Payments") which
requires measurement of compensation cost for all stock-based awards at fair
value on date of grant and recognition of compensation over the service period
for awards expected to vest. The fair value of stock options was determined
using the Black-Scholes valuation model. Such fair value is recognized as
expense over the service period, net of estimated forfeitures. For the three and
six months ended April 30, 2010 and 2009, stock-based compensation expense of
$27,000 and $(23,000), and $47,000 and $12,000, respectively, was primarily
charged to selling, general, and administrative expenses. For the three and six
months ended April 30, 2009, stock-based compensation expense was reduced due to
the reversal of approximately $41,000 for the forfeiture of options with a
service condition previously issued to an employee terminated in the quarter
ended April 30, 2009.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The recorded amounts of the Company's cash, receivables, accounts payable, and
accrued liabilities approximate their fair values principally because of the
short-term nature of these items. The fair value of related party debt is not
practicable to determine due primarily to the fact that the Company's related
party debt is held by its Chairman and significant shareholder, and the Company
does not have any third-party debt with which to compare.

Additionally, on a recurring basis, the Company uses fair value measures when
analyzing asset impairments. Long-lived assets and certain identifiable
intangible assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If it is determined such indicators are present and the review
indicates that the assets will not be fully recoverable, based on the
undiscounted estimated future cash flows expected to result from the use of the
asset, their carrying values are reduced to estimated fair value.


                                       11
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-13,
"Revenue Recognition (Topic 605) -- Multiple-Deliverable Revenue Arrangements"
(ASU 2009-13) and ASU 2009-14, "Software (Topic 985) -- Certain Revenue
Arrangements That Include Software Elements" (ASU 2009-14). ASU 2009-13 modifies
the requirements that must be met for an entity to recognize revenue from the
sale of a delivered item that is part of a multiple-element arrangement when
other items have not yet been delivered. ASU 2009-14 modifies the software
revenue recognition guidance to exclude from its scope tangible products that
contain both software and non-software components that function together to
deliver a product's essential functionality. These new updates become effective
on a prospective basis for the Company's fiscal year ended October 31, 2011,
although early adoption is permitted. The Company has not yet evaluated the
impact, if any, of adopting these updates.

3. RELATED PARTY TRANSACTIONS

Effective November 1, 2008, the Company entered into a new agreement, renewing
and extending the term of the $13,814,880 note due to G.S. Beckwith Gilbert, the
Company's significant shareholder and Chairman, from one year to three years,
resulting in an increase in the interest rate from 4.5% to 9% as of February 1,
2009, with a maturity of November 1, 2011. During fiscal 2009, Mr. Gilbert
loaned the Company an additional $100,000, bringing the principal amount of
notes due to Mr. Gilbert to $13,914,880 on October 31, 2009. The accrued
interest balance on the notes was $1,108,112 as of October 31, 2009, resulting
in a total of $15,022,992 due to Mr. Gilbert on October 31, 2009. Interest
remained at the annual rate of 4.5% from November 1, 2008 to January 31, 2009,
payable in cash. Effective February 1, 2009 through October 31, 2011, the
interest rate was increased to 9% and is payable as follows: interest at the
annual rate of 6% will be payable in cash with the remaining interest, at the
annual rate of 3%, payable at the option of the Company in cash or "paid in
kind" and added to the principal of the note. Annual interest payments are due
at October 31 of each fiscal year. During October 2009, the Company entered into
an agreement to extend the interest payment due to Mr. Gilbert on October 31,
2009 to December 31, 2009. This interest payment was paid in full by the Company
prior to the extended payment date. Mr. Gilbert loaned the Company an additional
$900,000 to fund part of this interest payment, bringing the loan balance to
$14,814,880 as of December 31, 2009 and January 31, 2010. For the three months
ended April 30, 2010, Mr. Gilbert loaned the Company an additional $100,000,
bringing the principal amount of notes due to Mr. Gilbert to $14,914,880 on
April 30, 2010. During the six months ended April 30, 2010, the Company paid Mr.
Gilbert interest payments totaling $1,501,837, bringing the accrued interest
balance on the notes to $279,806 as of April 30, 2010, resulting in a total of
$15,194,686 due to Mr. Gilbert on April 30, 2010. The Company has a commitment
from Mr. Gilbert that if the Company, at any time, is unable to meet its
obligations through June 2, 2011, Mr. Gilbert will provide the necessary
continuing financial support to the Company in order for the Company to meet
such obligations. Such commitment for financial support may be in the form of
additional advances or loans to the Company, in addition to the deferral of
principal and interest payments due on the existing loans, if deemed necessary.
The notes are secured by the Company's assets.


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<PAGE>

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

FORWARD LOOKING STATEMENTS

The information provided in this Quarterly Report on Form 10-Q (including,
without limitation, "Management's Discussion and Analysis of Financial Condition
and Results of Operations", and "Liquidity and Capital Resources", below)
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 regarding the Company's future plans,
objectives, and expected performance. The words "believe," "may," "will,"
"could," "should," "would," "anticipate," "estimate," "expect," "project,"
"intend," "objective," "seek," "strive," "might," "likely result," "build,"
"grow," "plan," "goal," "expand," "position," or similar words, or the negatives
of these words, or similar terminology, identify forward-looking statements.
These statements are based on assumptions that the Company believes are
reasonable, but are subject to a wide range of risks and uncertainties, and a
number of factors could cause the Company's actual results to differ materially
from those expressed in the forward-looking statements referred to above. These
factors include, among others, the uncertainties related to the ability of the
Company to sell data subscriptions from its PASSUR(R) Network and to make new
sales of its PASSUR(R) and other product lines (due to potential competitive
pressure from other companies or other products), as well as the current
uncertainty in the aviation industry due to terrorist events, the war on terror,
increased fuel costs, airline bankruptcies and consolidations, and other risks
detailed in the Company's periodic report filings with the SEC. Other
uncertainties which could impact the Company are uncertainties with respect to
future changes in governmental regulation and the impact that such changes in
regulation will have on the Company's business. Additional uncertainties are
related to: a) the Company's ability to find and maintain the personnel
necessary to sell, manufacture, and service its products; b) its ability to
adequately protect its intellectual property; c) its ability to secure future
financing; and d) its ability to maintain the continued support of its
significant shareholder. Readers are cautioned not to place undue reliance on
these forward-looking statements, which relate only to events as of the date on
which the statements are made and which reflect management's analysis,
judgments, belief, or expectation only as of such date. The Company undertakes
no obligation to publicly update any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.


                                       13
<PAGE>

DESCRIPTION OF BUSINESS

The Company is a business intelligence company which develops predictive
analytics built on proprietary algorithms and on concurrent integration and
simultaneous mining of multiple databases. The Company believes it is positioned
to provide the industry standard in business intelligence dashboards and
predictive analytics for aviation organizations.

The Company's principal business is to provide business intelligence and
predictive analytics solutions which save money and make available mission
critical information for aviation organizations. These analytics are derived
from its proprietary PASSUR(R) Network of live flight information, updated every
4.6 seconds, and include decision support software, predictive analytics, and
web-delivered collaborative decision solutions enhanced by professional
services, provided by industry experts.

PASSUR(R) serves most major airlines (including six of the top seven North
American airlines, as well as the top five hub airlines), over fifty airport
customers (including ten of the top fifteen North American airports), and more
than two hundred corporate aviation customers.

The Company believes its predictive analytics save its customers millions of
dollars by providing "Predict and Proactively Act" solutions. The PASSUR(R)
system simultaneously scans, correlates, and mines information from its
proprietary private passive radar system together with multiple additional
government and private databases - enabling problems, trends, and patterns of
behavior in flight operations to be identified before they happen.

The PASSUR(R) Network includes one hundred and forty Company-owned passive
radars located primarily in North America, with one located at each of the top
thirty-five U.S. airports. Other PASSUR(R)s are located in Europe and Asia.
Flight tracks are updated every 4.6 seconds, thereby providing a system which is
user-friendly and useful for decision making.

RESULTS OF OPERATIONS

REVENUES

Revenues for the three and six months ended April 30, 2010 increased by
approximately $59,000, or 3%, and $306,000, or 7%, respectively, to
approximately $2,403,000 and $4,727,000, respectively, when compared to the same
periods in fiscal 2009. This increase was primarily due to the continued
development and deployment of new software applications and solutions, as well
as the wide selection of products which address customers' needs, easily
delivered through web-based applications, as well as other new products which
include standalone professional services. These efforts resulted in new
customers subscribing to the Company's suite of software applications, as well
as higher subscriptions from some of its existing customers.

Management concentrates its efforts on the sale of business intelligence,
predictive analytics, and decision support product applications, utilizing data
primarily derived from the PASSUR(R) Network. Such efforts include the continued
development of new product applications, as well as enhancements and maintenance
of existing applications. As a result, for the three and six months ended April
30, 2010, subscription-based revenues increased approximately $50,000, or 2%,
and $327,000 or 8%, respectively, compared to the same periods in fiscal 2009.

The Company's business plan is to continue to focus on increasing
subscription-based revenues from its suite of software applications, and to
develop new applications designed to address the needs of the aviation industry.


                                       14
<PAGE>

The Company shipped eighteen and installed fifteen Company-owned PASSUR(R)
Systems during the six months ended April 30, 2010 (installations include
systems shipped in the current and the previous fiscal year). The shipped and
installed PASSUR(R) Systems were capitalized as part of the Company owned
"PASSUR(R) Network." The Company will continue to expand the PASSUR(R) Network
by shipping and installing additional PASSUR(R) Systems throughout fiscal 2010.
Management anticipates that future PASSUR(R) sites will provide increased
coverage for the PASSUR(R) Network by increasing the Company's ability to
contract with new customers at such locations and by providing existing
customers with additional data solutions. The Company will continue to market
the business intelligence and predictive analytics, as well as decision support
applications and solutions derived from the PASSUR(R) Network, directly to the
aviation industry and organizations that serve, or are served by, the aviation
industry. There were one hundred and forty Company-owned PASSUR(R) Systems
located at various airports worldwide as of April 30, 2010.

COST OF REVENUES

Costs associated with subscription and maintenance revenues consist primarily of
direct labor, depreciation of PASSUR(R) Network assets, amortization of software
development costs, communication costs, data feeds, allocated overhead costs,
travel and entertainment, and consulting fees. Also included in cost of revenues
are costs associated with upgrades to PASSUR(R) Systems necessary to make such
systems compatible with new software applications, as well as the ordinary
repair and maintenance of existing PASSUR(R) Network Systems. Additionally, cost
of revenues in each reporting period is impacted by: (1) the number of PASSUR(R)
Network units added, which include the production, shipment, and installation of
these assets, which are capitalized to the PASSUR(R) Network; and (2)
capitalized costs associated with software development projects. Both of these
are referred to as "Capitalized Assets", and are depreciated and/or amortized
over their respective useful lives and charged to cost of revenues.

For the three and six months ended April 30, 2010, cost of revenues increased by
approximately $217,000, or 24%, and $494,000, or 32%, respectively, compared to
the same periods in fiscal 2009, primarily due to increases in communication
costs, payroll and related costs, one-time fees, depreciation and amortization,
consulting fees, as well as the absence of capitalization of manufacturing
costs. No PASSUR(R) Network Systems were manufactured during the six months
ended April 30, 2010. The increase was partially offset by an increase in the
number of PASSUR(R) Network Systems that were shipped and installed, compared to
the same periods in fiscal 2009, as well as an increase in the capitalization of
software development costs.

RESEARCH AND DEVELOPMENT

For the three and six months ended April 30, 2010, research and development
expenses remained consistent compared to the same periods in fiscal 2009. The
Company's research and development efforts include activities associated with
the enhancement, maintenance, and improvement of the Company's existing
hardware, software, and information products.

The Company anticipates that it will continue to invest in research and
development to develop, maintain, and support the existing and newly developed
applications for its PASSUR(R) customers. There were no customer sponsored
research and development activities during the three and six months ended April
30, 2010. Research and development expenses are funded by current operations.

SELLING, GENERAL, AND ADMINISTRATIVE

For the three and six months ended April 30, 2010, selling, general, and
administrative expenses decreased by approximately $93,000, or 9%, and $268,000,
or 12%, respectively, compared to the same periods in fiscal 2009, primarily due
to decreases in payroll and related costs and commissions. This decrease was
partially offset by increases in consulting and one-time fees.


                                       15
<PAGE>

INCOME FROM OPERATIONS

For the three and six months ended April 30, 2010, revenues of approximately
$2,403,000 and $4,727,000, respectively, exceeded costs and expenses of
approximately $2,146,000 and $4,081,000, respectively, and resulted in income
from operations of approximately $257,000 and $646,000, respectively. For the
three and six months ended April 30, 2010, total revenues increased by
approximately $59,000, or 3%, and $306,000, or 7%, respectively, total costs and
expenses increased by approximately $138,000, or 7%, and $239,000, or 6%,
respectively, and income from operations decreased by approximately $79,000, or
24%, and increased $67,000, or 11%, respectively, compared to the same periods
in fiscal 2009.

OTHER EXPENSE

Refinancing and extending the maturity of the Company's debt at a higher
interest rate, as well as a higher principal balance, resulted in an increase in
interest expense-related party of approximately $21,000, or 7%, and $206,000, or
44%, respectively, for the three and six months ended April 30, 2010, compared
to the same periods in fiscal 2009. The interest rate charged by the related
party increased from 4.5% to 9%, as of February 1, 2009. The principal balance
of the note as of April 30, 2010 was $1,000,000 higher as compared to the same
period of the prior fiscal year.

NET (LOSS) INCOME

The Company had a net loss of approximately $73,000, or $.02 per share, and
$48,000, or $.01 per share, respectively, for the three and six months ended
April 30, 2010, as compared to net income of approximately $27,000, or $.01 per
diluted share, and $103,000, or $.02 per diluted share, respectively, for the
same periods of fiscal 2009. For the three and six months ended April 30, 2010,
the Company's revenues from operations were higher compared to the same periods
in fiscal 2009, but this increase was offset by higher costs of revenues, as
well as higher interest costs to a related party, resulting in a net loss, as
compared to net income, for the same periods in fiscal 2009.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2010, the Company's current liabilities exceeded current assets by
approximately $1,366,000. The notes payable to a related party of $14,914,880
are due November 1, 2011. At April 30, 2010, the Company's stockholders' deficit
was approximately $5,837,000. For the six months ended April 30, 2010, the
Company had a net loss of approximately $48,000.

Management is addressing the Company's working capital and stockholders'
deficiencies by aggressively marketing the Company's PASSUR(R) Network Systems
information capabilities in its existing product lines, as well as in new
products, which are continually being developed and deployed. The Company
intends to increase the size and related airspace coverage of its owned
PASSUR(R) Network, by continuing to install PASSUR(R) Systems throughout the
United States and certain foreign countries. In addition, management believes
that expanding its existing software suite of products, which address the wide
array of needs of the aviation industry, through the continued development of
new product offerings, will continue to lead to increased growth in the
Company's customer base and subscription-based revenues. Additionally, if the
Company's business plan does not generate sufficient cash flows from operations
to meet the Company's operating cash requirements, the Company will attempt to
obtain external financing, and if such external financing is not consummated,
the Company has a commitment to receive the necessary continuing financial
support to meet its obligations from its significant shareholder and Chairman
through June 2, 2011. Such continuing financial support may be in the form of
additional loans to the Company, in addition to the deferral of principal and/or
interest payments due on the outstanding loans, if deemed necessary.


                                       16
<PAGE>

Effective November 1, 2008, the Company entered into a new agreement, renewing
and extending the term of the $13,814,880 note due to G.S. Beckwith Gilbert, the
Company's significant shareholder and Chairman, from one year to three years,
resulting in an increase in the interest rate from 4.5% to 9% as of February 1,
2009, with a maturity of November 1, 2011. During fiscal 2009, Mr. Gilbert
loaned the Company an additional $100,000, bringing the principal amount of
notes due to Mr. Gilbert to $13,914,880 on October 31, 2009. The accrued
interest balance on the notes was $1,108,112 as of October 31, 2009, resulting
in a total of $15,022,992 due to Mr. Gilbert on October 31, 2009. Interest
remained at the annual rate of 4.5% from November 1, 2008 to January 31, 2009,
payable in cash. Effective February 1, 2009 through October 31, 2011, the
interest rate was increased to 9% and is payable as follows: interest at the
annual rate of 6% will be payable in cash with the remaining interest, at the
annual rate of 3%, payable at the option of the Company in cash or "paid in
kind" and added to the principal of the note. Annual interest payments are due
at October 31 of each fiscal year. During October 2009, the Company entered into
an agreement to extend the interest payment due to Mr. Gilbert on October 31,
2009 to December 31, 2009. This interest payment was paid in full by the Company
prior to the extended payment date. Mr. Gilbert loaned the Company an additional
$900,000 to fund part of this interest payment, bringing the loan balance to
$14,814,880 as of December 31, 2009 and January 31, 2010. For the three months
ended April 30, 2010, Mr. Gilbert loaned the Company an additional $100,000,
bringing the principal amount of notes due to Mr. Gilbert to $14,914,880 on
April 30, 2010. During the six months ended April 30, 2010, the Company paid Mr.
Gilbert interest payments totaling $1,501,837, bringing the accrued interest
balance on the notes to $279,806 as of April 30, 2010, resulting in a total of
$15,194,686 due to Mr. Gilbert on April 30, 2010. The Company has a commitment
from Mr. Gilbert that if the Company, at any time, is unable to meet its
obligations through June 2, 2011, Mr. Gilbert will provide the necessary
continuing financial support to the Company in order for the Company to meet
such obligations. Such commitment for financial support may be in the form of
additional advances or loans to the Company, in addition to the deferral of
principal and interest payments due on the existing loans, if deemed necessary.
The notes are secured by the Company's assets.

Net cash provided by operating activities for the six months ended April 30,
2010 was approximately $52,000, due primarily to approximately $966,000 non-cash
items, primarily depreciation and amortization, offset by a decrease of
approximately $828,000 of accrued interest-related party, and an approximate
$48,000 net loss. Cash used in investing activities for the six months ended
April 30, 2010 was approximately $1,278,000 and consisted of investments in the
Company's PASSUR(R) Network Systems, capitalized software development costs, and
capital expenditures. Cash provided by financing activities for the six months
ended April 30, 2010 was approximately $1,107,000 and consisted of $1,000,000
from notes payable-related party, and approximately $107,000 of proceeds from
the exercise of stock options. No principal payments on notes payable-related
party were made during six months ended April, 2010.

The Company's revenue has increased as a result of its subscription-based
revenue model. The Company is actively addressing the increasing costs
associated with supporting the business, and plans to identify and reduce any
unnecessary costs as part of its cost reduction initiatives. Additionally, the
aviation market has been impacted by budgetary constraints, airline bankruptcies
and consolidations due to the downturn in the current economy, the terrorist
events of September 11, 2001, the continued war on terrorism, and increased fuel
costs. The aviation market is extensively regulated by government agencies,
particularly the Federal Aviation Administration and the National Transportation
Safety Board, and management anticipates that new regulations relating to air
travel may continue to be issued. Substantially all of the Company's revenues
are derived from airports, airlines, and organizations that serve, or are served
by, the aviation industry. Any new regulations or changes in the economic
situation of the aviation industry could have an impact on the future operations
of the Company, either positively or negatively.

Interest by potential customers in the information and decision support software
products obtained from PASSUR(R) Network Systems remains strong, and the Company
anticipates an increase in future revenues. However, the Company cannot predict
if such revenues will materialize. If sales do not increase, losses may occur.
The extent of such profits or losses will be dependent on sales volume achieved
and Company cost reduction initiatives.


                                       17
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL

The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities based upon accounting policies management has
implemented. These significant accounting policies are disclosed in Note 1 to
the Company's Annual Report on Form 10-K for the fiscal year ended October 31,
2009 and there have been no material changes to such policies since the filing
of such Annual Report. These policies and estimates are critical to the
Company's business operations and the understanding and evaluation of our
financial condition and results of operations. The impact and any associated
risks related to these policies are discussed throughout Management's Discussion
and Analysis of Financial Condition and Results of Operations, included in our
Annual Report on Form 10-K for the fiscal year ended October 31, 2009, where
such policies affect its reported financial results. The actual impact of these
factors may differ under different assumptions or conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management carried out an
evaluation, under the supervision and with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of its disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the "Exchange Act")). The Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Commission's
rules. The Company believes that a control system, no matter how well designed
and operated, can provide only reasonable assurance, not absolute assurance,
that the objectives of the control system are met. Based on their evaluation as
of the end of the period covered by this report, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that such controls and
procedures were effective at a reasonable assurance level as of April 30, 2010.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) within the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


                                       18
<PAGE>

PART II. OTHER INFORMATION

ITEM   6. EXHIBITS

        31.1   Certification of Chief Executive Officer pursuant to Rule
               13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
               as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.

        31.2   Certification of Chief Financial Officer pursuant to Rule
               13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934,
               as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
               2002.

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

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


                                       19
<PAGE>

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.

PASSUR AEROSPACE, INC.

DATED: JUNE 14, 2010          By: /s/ James T. Barry
                              -------------------------------------------------
                              James T. Barry,
                              President and Chief Executive Officer
                              (Principal Executive Officer)

DATED: JUNE 14, 2010          By: /s/ Jeffrey P. Devaney
                              -------------------------------------------------
                              Jeffrey P. Devaney,
                              Chief Financial Officer, Treasurer, and Secretary
                              (Principal Financial and Accounting Officer)


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