UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934



For the quarterly period ended: September
30, 2012



or



[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE EXCHANGE ACT OF 1934



For the transition period from ___________ to
______________



Commission File No. 000-30185



PRECISION AEROSPACE COMPONENTS, INC.

(Exact Name of Small Business Issuer as Specified
in Its Charter)

|                                                                       |  |                                          
|---------------------------------------------------------------------- |  | -----------------------------------------
|Delaware                                                               |  | 20-4763096                               
|(State or Other Jurisdiction of
        Incorporation or Organization) |  | (IRS Employer
        Identification No.)



2200 Arthur Kill Road

Staten Island, New York 10309-1202

(Address of Principal Executive Offices)



(718)-356-1500

(Issuer’s Telephone Number, including
Area Code)



(Former Name or Former Address, if Changed Since
Last Report)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



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 Regulations S-T (§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 [X] No [ ]



Indicate
by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



| | 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 Exchange Act). Yes [  ] No [X]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   NA



Number of shares outstanding of the registrant’s common stock,
as of November 2, 2012: 4,009,349





1







|TABLE OF CONTENTS
|-----------------





|                                     |                                                                                       |  | Page
|------------------------------------ | ------------------------------------------------------------------------------------- |  | ----
|PART I
        FINANCIAL INFORMATION |                                                                                      
|                                     |                                                                                       |  |     
|Item  1.                             | Financial Statements – (Unaudited)                                                    |  |     
|                                     |                                                                                       |  |     
|                                     | Condensed Consolidated Balance Sheets                                                 |  | 3   
|                                     |                                                                                       |  |     
|                                     | Condensed Consolidated Statements of Operations                                       |  | 4   
|                                     |                                                                                       |  |     
|                                     | Condensed Consolidated Statements of Cash Flows                                       |  | 5   
|                                     |                                                                                       |  |     
|                                     | Notes to Condensed Consolidated Financial Statements                                  |  | 6   
|                                     |                                                                                       |  |     
|Item  2.                             | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 12  
|                                     |                                                                                       |  |     
|Item  3.                             | Quantitative and Qualitative Disclosures about Market Risk                            |  | 18  
|                                     |                                                                                       |  |     
|Item 4                               | Controls and Procedures                                                               |  | 18  
|                                     |                                                                                       |  |     
|PART II
        OTHER INFORMATION    |                                                                                      
|Item  6.                             | Exhibits                                                                              |  | 19  
|                                     |                                                                                       |  |     
|Signatures                           |                                                                                       |  | 19  
|                                     |                                                                                       |  |     







2







ITEM 1. FINANCIAL STATEMENTS





|PRECISION AEROSPACE COMPONENTS, INC. AND SUBSIDIARIES                                   
|----------------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                   
|(UNAUDITED)                                                                             
|                                                                                        
|ASSETS                                                                                  
|                                                                                        
|                                                                                        
|CURRENT ASSETS                                                                          
|Cash and cash equivalents                                                               
|Accounts receivable, net                                                                
|Inventory, net                                                                          
|Restricted cash - escrow                                                                
|Prepaid expenses                                                                        
|Prepaid income taxes
    and income taxes receivable                                    
|                                                                                        
|                                                                                        
|PROPERTY
    AND EQUIPMENT - Net                                                        
|                                                                                        
|OTHER ASSETS                                                                            
|Deposits                                                                                
|Intangible assets, net                                                                  
|Goodwill                                                                                
|Deferred financing costs, net                                                           
|Other assets                                                                            
|                                                                                        
|                                                                                        
|TOTAL
    ASSETS                                                                        
|                                                                                        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
|                                                                                        
|CURRENT LIABILITIES                                                                     
|                                                                                        
|Accounts payable and accrued expenses                                                   
|Accrued restructuring expenses                                                          
|Escrow payable                                                                          
|Current portion of long term debt                                                       
|Deferred tax liability                                                                  
|Line of credit                                                                          
|                                                                                        
|                                                                                        
|LONG -TERM LIABILITIES                                                                  
|Term Loan                                                                               
|                                                                                        
|TOTAL
    LIABILITIES                                                                   
|                                                                                        
|COMMITMENTS AND CONTINGENCIES                                                           
|                                                                                        
|STOCKHOLDERS' EQUITY                                                                    
|Preferred Stock A $.001 par value; 7,100,000 shares authorized                          
|at September 30, 2012 and December 31, 2011; 5,945,378 shares issued
    and outstanding
|Preferred Stock B $.001 par value; 2,900,000 shares authorized                          
|0 shares issued and outstanding                                                         
|Common stock, $.001 par value; 100,000,000 shares authorized                            
|at September 30, 2012 and December 31, 2011;                                            
|4,009,349 and 3,688,497 shares issued
    and outstanding, respectively                 
|Additional paid-in capital                                                              
|Accumulated deficit                                                                     
|TOTAL
    STOCKHOLDERS' EQUITY                                                          
|                                                                                        
|TOTAL
    LIABILITIES AND STOCKHOLDERS' EQUITY                                          



The accompanying notes are an integral part of these condensed consolidated financial statements.





3









|PRECISION AEROSPACE COMPONENTS, INC. AND SUBSIDIARIES    
|---------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS          
|(UNAUDITED)                                              
|                                                         
|                                                         
|                                                         
|                                                         
|NET REVENUE                                              
|                                                         
|COST OF GOODS SOLD                                       
|                                                         
|GROSS PROFIT                                             
|                                                         
|OPERATING EXPENSES                                       
|General and administrative expenses                      
|Professional and consulting fees                         
|Depreciation and amortization                            
|Total Operating Expenses                                 
|                                                         
|INCOME  BEFORE OTHER INCOME (EXPENSE)                    
|                                                         
|OTHER INCOME (EXPENSE)                                   
|Interest expense                                         
|Gain on bargain purchase of assets                       
|Restructuring expenses                                   
|Impairment loss                                          
|                                                         
|                                                         
|INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES
|                                                         
|Provision (benefit) for income taxes                     
|                                                         
|NET INCOME (LOSS) APPLICABLE TO COMMON SHARES            
|                                                         
|NET INCOME (LOSS) PER SHARE APPLICABLE TO COMMON SHARES  
|Basic                                                    
|                                                         
|Diluted                                                  
|                                                         
|Weighted average shares outstanding - basic              
|                                                         
|Weighted average shares outstanding - diluted            







The accompanying notes are an integral part of these condensed consolidated financial statements.





4











|PRECISION AEROSPACE COMPONENTS, INC.                                    |  |                                        
|----------------------------------------------------------------------- |  | ---------------------------------------
|CONDENSED CONSOLIDATD STATEMENTS OF CASH FLOWS                          |  |                                        
|FOR THE PERIOD ENDED SEPTEMBER 30, 2012                                 |  |                                        
|(UNAUDITED)                                                             |  |                                        
|                                                                        |  |                                        
|                                                                        |  |                                        
|                                                                        |  | For the Nine months ended September 30,
|                                                                        |  | 2012                                   
|CASH FLOWS FROM OPERATING ACTIVITIES                                    |  |                                        
|Net income/(loss)                                                       |  | $                                      
|                                                                        |  |                                        
|Adjustments to reconcile net income/(loss) to net cash                  |  |                                        
|(used in)/provided by operating activities:                             |  |                                        
|Depreciation and amortization                                           |  |                                        
|Amortization of deffered financing costs                                |  |                                        
|Stock Based Compensation                                                |  |                                        
|Inventory writedown                                                     |  |                                        
|Bargain purchase gain                                                   |  |                                        
|Deferred income taxes                                                   |  |                                        
|Impairment of assets                                                    |  |                                        
|                                                                        |  |                                        
|Changes in assets and liabilities:                                      |  |                                        
|                                                                        |  |                                        
|(Increase) Decrease in accounts receivable                              |  |                                        
|(Increase) Decrease in inventory                                        |  |                                        
|Decrease in prepaid expenses                                            |  |                                        
|(Increase) Decrease in prepaid income taxes and income taxes receivable |  |                                        
|Decrease (increase) in deferred closing costs                           |  |                                        
|(Increase) in other assets                                              |  |                                        
|                                                                        |  |                                        
|(Decrease) in accounts payable and accrued expenses                     |  |                                        
|(Decrease) Increase in accrued restructing expenses                     |  |                                        
|(Decrease) Increase in income tax liability                             |  |                                        
|Net cash (used in) provided by operating activities                     |  |                                        
|                                                                        |  |                                        
|CASH FLOWS FROM INVESTING ACTIVITIES                                    |  |                                        
|                                                                        |  |                                        
|Increase in restricted cash                                             |  |                                        
|Increase in escrow payable                                              |  |                                        
|Acquisition of business                                                 |  |                                        
|Purchase of property and equipment                                      |  |                                        
|                                                                        |  |                                        
|Net cash used in investing activities                                   |  |                                        
|                                                                        |  |                                        
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |  |                                        
|                                                                        |  |                                        
|Net proceeds from line of credit - Newstar                              |  |                                        
|Payment of line of credit - IDB                                         |  |                                        
|Proceeds from issuance of common stock                                  |  |                                        
|Proceeds from term loan payable Newstar Bank                            |  |                                        
|                                                                        |  |                                        
|Net cash provided by (used in) financing activities                     |  |                                        
|                                                                        |  |                                        
|INCREASE IN CASH AND CASH EQUIVALENTS                                   |  | $                                      
|                                                                        |  |                                        
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                         |  | $                                      
|                                                                        |  |                                        
|CASH AND CASH EQUIVALENTS - END OF PERIOD                               |  | $                                      





The accompanying notes are an integral part of these condensed consolidated financial statements.





5









PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)







1. SUMMARY OF BUSINESS



Precision Aerospace Components, Inc. and Subsidiaries
(the “Company”) distributes high-quality, predominantly domestically-manufactured, technically complex, nut and bolt
products and a proprietary locking washer product that are used primarily for aerospace and military applications and for industrial/commercial
applications that require a high level of certified and assured quality.



The Company's operations
are carried out through its wholly-owned distribution subsidiaries Aero-Missile Components, Inc. (“Aero-Missile”) and
Freundlich Supply Company, Inc. (“Freundlich”), both of whom have Stocking Distributor relationships with a number
of United States fastener manufacturers and who sell high technology, specially engineered fasteners - nuts and bolts - predominantly
to all levels of the aviation industries (original equipment manufacturers, maintenance and repair organizations, and other distributors
as well as to the United States Department of Defense (“Department of Defense”). Creative Assembly Systems, Inc. (“Creative
Assembly”) is a value added distributor of proprietary and specialty
fasteners for production, primarily serving the heavy truck, automotive, appliance, and material handling industries and
Tiger-Tight Corp. (“Tiger-Tight”) the exclusive North American master distributor of the Tiger-Tight locking washer.
Tiger-Tight washers are used in demanding vibration applications and the Company believes they have significant advantages in comparison
to competitive products. Tiger-Tight products are now available and under evaluation by several major US corporations, is being
used aboard the SpaceX Dragon – the first civilian space craft to dock and return from the International Space Station.



The Company’s
products are manufactured, by others, to exacting specifications and are made from materials that provide the strength and reliability
required for their aerospace and industrial applications.



On May 25, 2012, the Company acquired the assets
of Fastener Distribution and Marketing Company, Inc., which included Aero-Missile and Creative Assembly. The Company paid for the
acquisition with a new credit facility consisting of a $2.5 million term loan and a $10 million revolving loan with Newstar Business
Credit, LLC. The operating results of the Aero-Missile and Creative Assembly businesses are included in the financial results from
the date of acquisition.



2. Summary
of Significant Accounting Policies



Interim Consolidated Financial Statements

The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and
the related rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, certain
information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed
or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these financial statements
are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included
in this document have been prepared on the same basis as the annual consolidated financial statements, and in the Company’s
opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with
GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2012 are
not necessarily indicative of the results that the Company will have for any subsequent period.  These unaudited condensed
consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes
thereto for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K.





6











PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)



Restructuring Expenses

The Company had formalized a restructuring initiative and
announced this plan to all of the employees affected by the restructuring, as of late September 2012. The Company estimated all
restructuring costs associated with closing its Staten Island plant including severance, lease cancellations, and other restructuring
costs, in connection with this initiative, have been recognized in accordance with FASB ASC 420-10, Exit or Disposal Cost Obligations,
and FASB ASC 712-10, Nonretirement Postemployment Benefits.



Acquisition



The Company accounts for business combinations
by applying the acquisition method, which requires the determination of the acquirer, the acquisition date, the fair value of the
purchase consideration to be transferred, the fair value of assets and liabilities of the acquirees and the measurement of goodwill.
ASC Topic 805-10, “Business Combinations – Overall” (“ASC 805-10”) provides that in identifying the
acquiring entity in a combination effected through a transfer of additional assets and exchange of equity interest, all pertinent
facts and circumstances must be considered, including the relative voting rights of the shareholders of the constituent companies
in the combined entity, the composition of the board of directors and senior management of the combined company, the relative size
of each company and the terms of the exchange of additional assets and equity securities in the business combination, including
payment of any premium. The acquiring company is required to determine the fair value of the assets and liabilities acquired, which
includes the fair value of all intangible assets acquired. The Company has determined the fair value of all assets and liabilities
acquired exceed the purchase price paid and therefore have recorded a bargain purchase gain.



Inventory



Inventory is stated at the lower of cost or
market, utilizing the specific lot identification method. The Company is a distributor of goods that retain their value and may
be purchased by its customers for an extended period of time. Therefore any inventory item for which the Company has not had any
transactions within the past five years is reduced to a zero value. Inventory consists of finished goods for resale at September
30, 2012. The Company has recorded a reserve of approximately $309,000 and approximately $328,000 at September 30, 2012 and December
31, 2011.



Goodwill and Other Intangible Assets



Financial Accounting Standards Board (“FASB”)
Codification Topic 360 (ASC Topic 360) “Accounting for Goodwill and Other Intangible Assets and Accounting for Impairment
or Disposal of Long-Lived Assets” addresses how intangible assets that are acquired individually or with a group of other
assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition.
This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized
in the financial statements. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.
The Company tests for impairment on an annual basis or based upon facts that may occur.



Estimates



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates. The Company considers the significant estimates to be the useful lives of its tangible
and intangible assets, reserves for inventory and the valuation of intangible assets.





7











PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)



Concentration of Credit Risk



Sales to two customers totaled greater than
10% during 2012. The United States Department of Defense (“DOD”) represented approximately 21% and 26% of the Company’s
total sales for the three month and nine months ended September 30, 2012 and approximately 33% and 33% of the Company’s total
sales for the three and nine month ended September 30, 2011. PACCAR Inc represented approximately 14% and 10% of the Company’s
total sales for the three and nine month quarter ended September 30, 2012. No sales to this client during 2011 represented greater
than 10%. No other customer accounted for greater than 10% of the Company’s total sales and the Company has no substantial
concentrations of credit risk in its trade receivables.



Earnings (Loss) per Common Share



Basic earnings (loss) per share is calculated
by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the
year. Basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which
are included in diluted earnings per share.





3. RESTRUCTURING



The Company committed to certain cost
reduction initiatives during the third quarter of 2012, which include planned workforce reductions and restructuring of certain
functions. The Company has taken these specific actions in order to more strategically align the Company’s operating costs
and selling, general and administrative expenses relative to revenues.

2012 Cost Reduction Initiative

On or
around September 25 of 2012, the Company announced its plans to relocate and consolidate the activities of its headquarters operations,
as well as the operations of its Freundlich Supply Company Inc. and Tiger-Tight Inc. subsidiaries (the “2012 Cost Reduction
Initiative”) from Staten Island New York to Bensalem, Pennsylvania, at the present location of its Aero-Missile Components
Inc. subsidiary, prior to the end of the calendar year 2012. This relocation will allow the Company to better serve its customers
through the co-location of its broadened inventory and will enable the Company to realize additional efficiencies from its recent
acquisition. The operations and service provided by the Company will continue unabated. As a result of this relocation, the Company
anticipates significant and continuing savings from the elimination of the facilities costs associated with its Staten Island location.
Additionally, the lower overall tax environment outside of New York City and State will be beneficial to the Company.The Company has included its anticipated expenses associated with this announced, impending,
relocation, as “Restructuring expenses” within its present condensed consolidated statements of operations. The Company
estimates the total costs to be incurred in connection with this initiative to be approximately $0.64 million, which primarily
relate to one-time termination benefits, moving costs and other costs associated with closing the plant and all of which will result
in future cash expenditures. As of September 30, 2012, the Company did not incur any costs related to this initiative.



For the three and nine months ended September
30, 2012, estimated restructuring costs of $0.64 million are included as other costs.

Estimated and actual expenses including
severance, lease cancellations, and other restructuring costs, in connection with these initiatives, have been recognized in accordance
with ASC 420-10, Exit or Disposal Cost Obligations, and ASC 712-10, Nonretirement Postemployment Benefits.



8









PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)



Restructuring costs associated with the 2012 Cost Reduction
Initiative consist of the following (in thousands):



|Severance and related benefits |  | $ | 358,200 | 
|------------------------------ |  | - | ------- | 
|Lease termination              |  |   | 143,000 | 
|Moving costs                   |  |   | 110,000 | 
|Other restructuring costs      |  |   | 34,000  | 
|                               |  | $ | 645,200 | 



4. ACQUISITION



On May 25, 2012, the Company acquired the assets
of Fastener Distribution and Marketing Company, Inc., which included Aero-Missile and Creative Assembly (collectively the “FDMC
Acquisition”) with a fair value of approximately $8.8 million which included a cash payment of approximately $7.1 million
and bargain purchase gain of approximately $1.7 million (pretax or approximately $1.0 million after tax). The Company paid for
the acquisition and repaid the existing outstanding credit facility of approximately $1.575 million with a new credit facility
consisting of a $2.5 million term loan and a $10 million revolving loan with Newstar Business Credit, LLC (the “NewStar Loans”).
The operating results of the FDMC Acquisition businesses are included in the financial results from the date of acquisition.



The
NewStar Loans are secured by substantially all of accounts receivable and inventory of the consolidated company. In addition,
the Loan Agreement for the NewStar Loans contains usual and customary covenants for financings of this type, including, among
other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on
additional indebtedness; (iii) restrictions on dividends, distributions and redemptions of equity and repayment of
subordinated indebtedness; (iv) restrictions on liens; (v) restrictions on making certain
payments; (vi) restrictions on investments; (vii) restrictions on asset dispositions and other fundamental changes;
and (viii) restrictions on transactions with affiliates. In addition, the Credit Agreement contains certain
financial covenants, including, among other things: (i) a maximum leverage ratio; (ii) a minimum fixed charge
coverage ratio; (iii) a minimum tangible net worth. Without the permission of the Lenders, our ability to complete
material acquisitions will be restricted.  A default on any of these restrictions and covenants will cause, in
certain circumstances, the amounts due under such agreements to become due and payable upon demand.   On October 30, 2012,
the Company amended the Newstar Loans, as previously discussed and agreed to between the Company and the lender,in
order to change certain definitions within the agreements and to adjust the fixed coverage ratio in order to maintain
compliance.



In order to complete the acquisition, we spent
approximately $160,000, of which approximately $85,000 was expensed as occurred and approximately $75,000 was recorded as a deferred
financing cost and will be amortized over the same period as the term loan.



The following table provides the estimated
fair value of assets acquired and liabilities assumed in the Acquisition.  The preliminary purchase price allocation
is based on the estimated fair value of assets acquired and liabilities assumed:



|Accounts receivable                        |  | $ | 2,298,400  |  
|------------------------------------------ |  | - | ---------- | -
|Inventory                                  |  |   | 8,427,000  |  
|Property and equipment                     |  |   | 44,200     |  
|Prepaid and other assets                   |  |   | 222,800    |  
|Intangible assets — customer relationships |  |   | 304,000    |  
|Intangible asset – website                 |  |   | 7,000      |  
|Goodwill                                   |  |   | 188,000    |  
|                                           |  |   |            |  
|                                           |  |   |            |  
|Deferred tax liability                     |  |   | (690,000   | )
|Accounts payable and Accrued Expenses      |  |   | (2,701,400 | )
|Fair value of net assets acquired          |  | $ | 8,100,000  |  
|                                           |  |   |            |  
|Cash paid for acquisition                  |  | $ | 7,117,700  |  
|Bargain purchase recorded                  |  |   | 982,300    |  
|Total purchase price                       |  | $ | 8,100,000  |  





9











PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)







Estimates of acquired intangible assets are
as follows:

|Acquired Intangible Assets |  | Estimated
        Fair Value |         |  | Weighted Average
        Estimated
        Useful Life (yrs) |           
|-------------------------- |  | ---------------------------- | ------- |  | ------------------------------------------------------------ | ----------
|Customer Relationships     |  | $                            | 304,000 |  |                                                              |           
|Website                    |  |                              | 7,000   |  |                                                              |           
|Goodwill                   |  |                              | 188,000 |  |                                                              | Indefinite



As part of the allocation of the purchase price,
using an independent valuation expert’s preliminary results, the Company has recorded certain tangible assets, intangible
assets, goodwill and deferred taxes. The preliminary results are subject to adjustment upon finalization of the valuation. The
final allocation price could differ materially from the preliminary allocation. Any subsequent changes to the purchase price allocation
that result in material changes to our consolidated financial results will be adjusted retrospectively.



Pro Forma Financial Information



The pro forma information below is for
the combined entities and demonstrate the results of operations as if the acquisition of the FDMC had occurred beginning on January
1, 2011.



|                                                                         |  | September 30, 2012 |            | September 30, 2011
|------------------------------------------------------------------------ |  | ------------------ | ---------- | ------------------
|Revenues                                                                 |  | $                  | 23,647,000 |                   
|Gross profit                                                             |  |                    | 6,753,000  |                   
|Net Income/(loss)                                                        |  |                    | 427,000    |                   
|Earnings/(loss) per share – basic and diluted(assuming 4,009,349 shares) |  | $                  | 0.11       |                   





The pro forma adjustments used to prepare
the information above include an increase for the amortization expense associated with the fair value adjustment at May 25, 2012
of definite lived intangible assets, for a net adjustment of $0.030 million in the nine months ended September 30, 2012 and 2011.
In addition, interest expense has been adjusted to reflect the 2012 NewStar Loans (totaling approximately $9.5 million at September
30, 2012 and estimating an 8% interest rate) for a net increase of $0.570 million in the nine months ended September 30, 2012 and
2011. Pro forma adjustments to other income/(expenses) resulting in a decrease of $0.34 million is included for the nine months
ended September 30, 2012 to eliminate the bargain purchase gain relating the purchase of the historical FDMC business offset for
the restructuring expenses of approximately $0.64and an increase of $7.957 million is included for the nine months ending September
30, 2011 related to the write-down of goodwill totaling approximately $5.399 million related to the historical FDMC business and
$2.558 million related to the historical Precision business. Pro forma adjustments to tax expenses to increase approximately $2.089
million for the nine months ending September 30, 2011





5. LONG-TERM DEBT AND LINE OF CREDIT



Long-term debt



On May 25, 2012,
in conjunction with the closing of the FDMC Acquisition, the Company entered into a three year $2.5 million term loan (the “Term
Loan”), with payments of interest only during the first year. The principal amount of the Term Loan will be due and payable
in 24 monthly installments of approximately $104,200, beginning on June 1, 2013.The
Term Loan bears interest, at the Company’s election, at a rate tied to one of the following rates, in each case plus a specified
margin: (i) the prime lending rate, but not less than 3.25%, plus a margin of 5.60% to 6.10% or (ii) adjusted one-month LIBOR,
but not less than 1.5%, plus a margin of 7.10% to 7.60%. The interest margin for each such type of borrowing varies depending on
the Company’s Fixed Charge Coverage Ratio.





10









PRECISION AEROSPACE COMPONENTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

SEPTEMBER 30, 2012

(UNAUDITED)







As of September 30, 2012, $2,500,000 was outstanding
at an interest rate of 9.10%.



AtDecember
31, 2011 the Company had no long term debt.



Revolving funding facility



The Company has a revolving funding facility
pursuant to which it can draw up to $10,000,000 against eligible assets. The facility allows for draws of up to eighty-five (85)
percent of eligible accounts receivable or to eighty-five (85) percent of eligible inventory up to a maximum inventory advance
amount of six million five hundred thousand dollars ($6,500,000); however the outstanding amount against eligible inventory is
further limited to, an amount equal to 2.015 times the amount which can be drawn against the eligible accounts receivable.
Eligible accounts receivable are, generally, those domestic accounts not outstanding for more than ninety (90) days or, for government
accounts one hundred twenty (120) days and eligible inventory is inventory as determined by the bank, presently the net orderly
liquidation value as determined by the bank. The loan balance is secured by a first lien position on all of the Company’s
assets. The loan balance bears interest, at the Company’s election, at a rate tied to one of the following rates, in each
case plus a specified margin: (i) the prime lending rate, but not less than 3.25%, plus a margin of 1.50% to 2.00%, or (ii) adjusted
one-month LIBOR but not less than 1.5%, plus a margin of 3.00% to 3.50%. The interest margin for each such type of borrowing varies
depending on the Company’s Fixed Charge Coverage Ratio. The facility is due May 25, 2015.



As of September 30, 2012, approximately $7,700,000
was outstanding at an interest rate of 5.00%.



6. COMMITMENTS AND CONTINGENCIES



The Company leases office space in Staten Island,
NY for its Freundlich operations under a triple net lease which expires July 20, 2013. The lease has an option for renewal for
five years at the Company's option. The rental rate is $14,038 per month. The lease has a yearly 4% escalation clause. The Company
can terminate the lease upon six months’ notice. The Company delivered the notice on or around September 30, 2012



As part of the FDMC Acquisition, the Company
has assumed four operating leases for office and warehouse space with original terms ranging from three to five years. Three of
the leases have expired and have converted to month to month. The remaining warehouse lease, with a monthly lease cost of approximately
$5,000 will expire in June 2013. Substantially all leases contain renewal provisions at the Company’s option. The Company
is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases.



Future minimum lease payments under these leases
are as follows (approximately):



2012 	$ 57,000

2013 	$ 128,000



The Company is subject to the possibility of
claims and lawsuits arising in the normal course of business. In the opinion of management, the Company liability, if any, under
existing claims, asserted or unasserted, would not have a material adverse effect on the Company’s consolidated financial
position or results of operations.



During 2010, the Company entered into an employment
agreement with its President and Chief Executive Officer. In the event of the termination of the agreement under certain circumstances
the Company could be liable for up to twelve months’ salary.







11













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



FORWARD-LOOKING STATEMENTS



This Form 10-Q contains "forward-looking
statements" relating to Precision Aerospace Components, Inc. (the "Company") which represent the Company's current
expectations or beliefs including, but not limited to, statements concerning the Company's operations, performance, financial condition
and growth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking
statements. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend",
"could", "estimate" or "continue" or the negative or other comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit
losses, dependence on management and key personnel, variability of quarterly results, and the ability of the Company to continue
its growth strategy and the Company’s competition, certain of which are beyond the Company's control. Should one or more
of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, or any of the other risks set
out under the caption “Risk Factors” in the Company’s 10-K report for the year ended 2011 occur, actual outcomes
and results could differ materially from those indicated in the forward-looking statements.



Any forward-looking statement speaks only as
of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.



General



The following discussion and analysis should
be read in conjunction with the condensed consolidated financial statements, and the notes thereto, included herein. The information
contained below includes statements of the Company's or management's beliefs, expectations, hopes, goals and plans that, if not
historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ
materially from those anticipated in the forward-looking statements. For a discussion of forward-looking statements, see the information
set forth in the Introductory Note to this Quarterly Report under the caption "Forward Looking Statements" which information
is incorporated herein by reference.



The condensed consolidated interim financial
statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. The condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain
information included in the Company’s annual consolidated statements and notes. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading. The results for the three and nine months
ended September 30, 2012 may not be indicative of the results for the entire year.



These statements reflect all adjustments, consisting
of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained
herein.





Plan of Operation and Discussion of Operations



The Company distributes high-quality, predominantly
domestically-manufactured, technically complex, nut and bolt products and a proprietary locking washer product that are used primarily
for aerospace and military applications and for industrial/commercial applications that require a high level of certified and assured
quality.





12









The Company's operations
are carried out through its wholly-owned distribution subsidiaries Aero-Missile Components, Inc. (“Aero-Missile”) and
Freundlich Supply Company, Inc. (“Freundlich”), both of whom have Stocking Distributor relationships with a number
of United States fastener manufacturers and who sell high technology, specially engineered fasteners - nuts and bolts - predominantly
to all levels of the aviation industries (original equipment manufacturers, maintenance and repair organizations, and other distributors
as well as to the United States Department of Defense (“Department of Defense”). Creative Assembly Systems, Inc. (“Creative
Assembly”) is a value added distributor of proprietary and specialty
fasteners for production, primarily serving the heavy truck, automotive, appliance, and material handling industries and
Tiger-Tight Corp. (“Tiger-Tight”) the exclusive North American master distributor of the Tiger-Tight locking washer.
Tiger-Tight washers are used in demanding vibration applications and the Company believes they have significant advantages in comparison
to competitive products. Tiger-Tight products are now available and under evaluation by several major US corporations; they are
being used aboard the SpaceX Dragon – the first civilian space craft to dock and return from the International Space Station.



The Company’s
products are manufactured, by others, to exacting specifications and are made from materials that provide the strength and reliability
required for their aerospace and industrial applications.



On May 25, 2012, the Company acquired the assets
of Fastener Distribution and Marketing Company, Inc., which included Aero-Missile and Creative Assembly (collectively the “FDMC
Acquisition”) with a fair value of $8.8 million (pre-tax) for approximately $7.1 million. The Company paid for the acquisition
and repaid the existing outstanding credit facility of approximately $1.575 million with a new credit facility consisting of a
$2.5 million term loan and a $10 million revolving loan with Newstar Business Credit, LLC (the “NewStar Loans”). The
operating results of the FDMC Acquisition businesses are included in the financial results from the date of acquisition. The FDMC
Acquisition Businesses are expected to significantly increase the Company’s revenue with related impacts on the cost of revenue
and other items in the Company’s results of operations, compared to prior periods. The integration of the FDMC Acquisition
businesses and the servicing of the acquisition debt will be important drivers of the Company’s financial results in future
reporting periods.



The acquisition provides the Company numerous
benefits, including expanded breadth of product offerings and markets served, coast to coast physical presence, substantially increased
depth of management and sales capability and marks a significant event in the Company’s development.



The Company is a niche player in the North
American fastener industry. The fastener distribution industry is highly fragmented with no single company holding a dominant position.
The Company competes with numerous distributors who serve as authorized stocking distributors for the fastener manufacturers in
the Company’s supplier base.



The Company’s Tiger-Tight product is
a unique lock washer product that is seeking to gain market acceptance. It has extraordinary holding properties, is reusable and
does not destroy the material which it is holding in place.



The Company is a one-stop source for standard,
self-locking, semi-special and special nuts and bolts manufactured to several military, aerospace and industrial specifications.
The Company maintains an inventory of approximately 44,000 SKUs comprised of approximately 65 million parts of premium quality,
brand name fastener products.



The Company,
during the third quarter of 2012, announced its plans to relocate and consolidate the activities of its headquarters operations,
as well as the operations of its Freundlich Supply Company Inc. and Tiger-Tight Inc. subsidiaries from Staten Island New York to
Bensalem, Pennsylvania, at the present location of its Aero-Missile Components Inc. subsidiary, prior to the end of calendar year
2012. This relocation will allow the Company to better serve its customers through the co-location of its broadened inventory and
will enable the Company to realize additional efficiencies from its recent acquisition. The operations and service provided by
the Company will continue unabated. As a result of this relocation, the Company anticipates significant and continuing savings
from the elimination of the facilities costs associated with its Staten Island location. Additionally, the lower overall tax environment
outside of New York City and State will be beneficial to the Company.The
Company has included its anticipated expenses associated with this announced, impending, relocation, as “Restructuring Expenses”
within its present condensed consolidated statements of operations. The inclusion of this restructuring expense and other non-recurring
items has the impact on the Company’s reported earnings as set forth in the table below:





13











|                                       |  | For the Nine months ended September 30, 2012 |          | For the Three months ended September 30, 2012
|-------------------------------------- |  | -------------------------------------------- | -------- | ---------------------------------------------
|Net income (loss) as reported          |  | $                                            | 831,900  |                                              
|Add-back:                              |  |                                              |          |                                              
|Restructuring expenses                 |  |                                              | 645,200  |                                              
|Taxes                                  |  |                                              | 0        |                                              
|Less:                                  |  |                                              |          |                                              
|Bargain purchase gain                  |  |                                              | 982,300  |                                              
|Taxes                                  |  |                                              | 206,700  |                                              
|                                       |  |                                              |          |                                              
|Adjusted operating income before taxes |  |                                              | 288,100  |                                              
|Recalculated taxes                     |  |                                              | (121,000 | )                                            
|Adjusted net income                    |  | $                                            | 167,100  |                                              





The Company sells its products pursuant to
written purchase orders from its customers. All products are shipped from the Company’s warehouses via common carrier.



With the acquisition, the Company’s percentage
of sales to the Department of Defense, one of two customers who accounted for more than 10 percent of
the Company’s sales as a percentage of total sales, was and will be reduced.Sales to two customers totaled greater
than 10% during 2012. The United States Department of Defense (“DOD”) represented approximately 21% and 26% of the
Company’s total sales for the three month and nine month ended September 30, 2012 and approximately 33% and 33% of the Company’s
total sales for the three and nine month ended September 30, 2011. PACCAR Inc represented approximately 14% and 10% of the Company’s
total sales for the three and nine month ended September 30, 2012. No sales to this client during 2011 represented greater than
10%. No other customer accounted for greater than 10% of the Company’s total sales and the Company has no substantial concentrations
of credit risk in its trade receivables.



The Company’s
sales and gross profit this quarter were above the comparable period last year.This is largely a result of the acquisition
which occurred on May 25, 2012, and is reflected in the results of operations from that date. The Company believes that its sales
will be increasing in the upcoming months, as new business opportunities mature. Presently the company is hearing of some weakness
in its marketplace. The Company is hopeful that uncertainties regarding the economy will be resolved and growth will resume in
the early part of 2013.The Company will, in the future, also recognize savings from the consolidation
of its operations. The consolidation is planned to be substantially completed in the fourth quarter of 2012.





Results from Operations for the three months
ending September 30, 2012



The Company’s revenues increased approximately
268% or $5.2 million for the quarter to $7.1 million from $1.9 million in the comparable period last year. This is largely a result
of the acquisition. The Company believes that its sales will be increasing in the upcoming months, but not until the later part
of the first quarter of 2013, based on discussions which it has had with customers. Sales from the prior operations of the Company
have been substantially the same for the same period this year and the prior year.



Direct Government demand for the products offered
by the Company is expected to remain at or above present levels, since the products sold to the Government are consumables utilized
for the maintenance and repair of military aircraft and ships. Government purchasing has declined during this quarter as the Defense
Department has dealt with uncertainties regarding its funding. Longer term, although a reduced Government purchasing schedule may
impact sales to manufacturers, the pace of operations of the military and prescribed maintenance schedules are the driving forces
behind the consumption of the parts supplied by the Company to the Government. Repair and maintenance to equipment no longer immediately
required for combat requirements will take an extended time. Additionally possible restrictions of new purchases will mitigate
toward additional repair and refurbishment of existing equipment.





14









The Company’s gross profit increased
approximately 240% or $1.5 million for the quarter to $2.1 million from $0.6 million in the comparable period last year. This is
largely a result of the acquisition. The Company believes that its gross profit will be increasing slightly in the upcoming months,
but not until the later part of the first quarter of 2013, based on discussions it has had with customers related to sales.



The Company’s total operating expenses
increased 231% or $1.2 million for the quarter to $1.7 million from $0.5 million in the comparable period last year. This is largely
a result of the acquisition and costs associated with the acquisition.



The Company’s net income decreased 339%
or $0.3 million for the quarter to a net loss of $0.2 million from income of $0.1 million in the comparable period last year. The
two biggest components which directly affected the Company’s net results was a restructuring initiative totaling approximately
$0.6 million and the acquisition during late May 2012.



The Company’s net loss of $0.2 million
for the three months ending September 30, 2012 includes items the Company considers non-recurring. The item is the restructuring
expenses of approximately $0.6 million (with an estimated tax effect of $0.2 million). This would result in approximately $0.2
million of net income from recurring operations.



|                                       |  | For the Three months ended September 30, 2012
|-------------------------------------- |  | ---------------------------------------------
|Net income (loss) as reported          |  | $                                            
|Add-back:                              |  |                                              
|Restructuring expenses                 |  |                                              
|Taxes                                  |  |                                              
|Less:                                  |  |                                              
|Bargain purchase gain                  |  |                                              
|Taxes                                  |  |                                              
|                                       |  |                                              
|Adjusted operating income before taxes |  |                                              
|Recalculated taxes                     |  |                                              
|Adjusted net income                    |  | $                                            





Results from Operations for the nine months
ending September 30, 2012



The Company’s revenues increased approximately
128% or $7.6 million for the nine months to $13.5 million from $5.9 million in the comparable period last year. This is largely
a result of the acquisition. The Company believes that its sales will be increasing in the upcoming months, but not until the later
part of the first quarter of 2013, based on discussions with it has had with customers. Sales from the prior operations of the
Company have been substantially the same for the same period this year and the prior year.



Direct Government demand for the products offered
by the Company is expected to remain at or above present levels, since the products sold to the Government are consumables utilized
for the maintenance and repair of military aircraft and ships. Government purchasing has declined during this quarter as the Defense
Department has dealt with uncertainties regarding its funding. Longer term, although a reduced Government purchasing schedule may
impact sales to manufacturers, the pace of operations of the military and prescribed maintenance schedules are the driving forces
behind the consumption of the parts supplied by the Company to the Government. Repair and maintenance to equipment no longer immediately
required for combat requirements will take an extended time. Additionally possible restrictions of new purchases will mitigate
toward additional repair and refurbishment of existing equipment.



The Company’s gross profit increased
approximately 115% or $2.1 million for the nine months to $4.0 million from $1.9 million in the comparable period last year. This
is largely a result of the acquisition. The Company believes that its gross profit will be increasing slightly in the upcoming
months, but not until the later part of the first quarter of 2013, based on discussions it has had with customers related to sales.





15









The Company’s total operating expenses
increased 116% or $1.9 million for the nine months to $3.5 million from $1.6 million in the comparable period last year. This is
largely a result of the acquisition and costs associated with the acquisition.



The Company’s net income increased 135%
or $3.2 million for the quarter to $0.8 million from a net loss of $2.4 million in the comparable period last year. The biggest
components which directly affected the Company’s net results were a bargain purchase gain of $1.0 million (net of deferred
taxes of approximately $0.7 million) recorded as part of the FDMC acquisition in May 2012 and an losses of approximately $0.6 million
for restructuring expenses recorded in September 2012 and $2.6 million recorded in September 2011 due to the reduction of goodwill
and additional reserve reducing the inventory value.



The Company’s net income of $0.8 million
for the nine months ending September 30, 2012 includes items the Company considers non-recurring. These items are the bargain purchase
gain of approximately $1.0 million and the costs associated with the acquisition of approximately $0.15 million and restructuring
expenses of approximately $0.6 million. This would result in approximately $0.2 million of net income from recurring operations.



|                                       |  | For the Nine Months ended September 30, 2012
|-------------------------------------- |  | --------------------------------------------
|Net income (loss) as reported          |  | $                                           
|Add-back:                              |  |                                             
|Restructuring expenses                 |  |                                             
|Taxes                                  |  |                                             
|Less:                                  |  |                                             
|Bargain purchase gain                  |  |                                             
|Taxes                                  |  |                                             
|                                       |  |                                             
|Adjusted operating income before taxes |  |                                             
|Recalculated taxes                     |  |                                             
|Adjusted net income                    |  | $                                           





The Company’s accounts receivable have
increased by approximately $2.6 million to $3.3 million at September 30, 2012 from $0.7 million at December 31, 2012; this difference
is due to mainly to the FDMC acquisition resulting in $2.3 million of the increase. The remaining increase was from sales and normal
deviations in customer payments. The Company’s inventory has increased by approximately $9.5 million to $13.6 million at
September 30, 2012 from $4.0 million at December 31, 2012; this difference is due to mainly to the FDMC acquisition resulting in
$8.4 million of the increase. The Company’s inventory does not have any life limitations and is all available for sale.



The Company has refinanced its operations in
conjunction with its acquisition. The refinancing included entering into a new $2.5 million term loan, due in May 2015. The Company
previously had no long term debt. The term loan, which has interest paid currently, will be amortized monthly starting in June
2013 over 24 monthly payments of $104,200. Additionally, the Company entered into a new line of credit and has drawn down approximately
$1.4 million subsequent to the acquisition to substantially provide financing for additional inventory acquisition and reduction
in accounts payables. Accounts payable and accrued expenses increased by approximately $2.4 million to $2.7 million from $0.3 million
at December 31, 2011 due mainly to the FDMC acquisition which resulted in an increase of $2.7 million offset by payments of outstanding
payables of $0.6 million.



The Company’s net assets (total assets
less total liabilities) at the end of the period, increased by approximately $1.1 million to $4.5 million from $3.4 million at
December 31, 2011, continuing the Company’s growth in net assets mainly as a result of the acquisition.





16









Subsequent Events



The Company’s subsidiary,aero-MISSILE COMPONENTS, has been named a Master Distributor by SPS Technologies in Jenkintown, Pennsylvania for its FLEXLOC®
Locknut product line..



The FLEXLOC® Locknut is a premium
locknut line with Military, Aerospace and Industrial applications. FLEXLOC® locknuts have been designed into challenging joint
applications by engineers for over 50 years. The FLEXLOC® line enjoys an unequalled history of success in applications where
resistance to severe vibration is required. As a Master Distributor, Aero-Missile Components will service a network of SPS Authorized
FLEXLOC® Distributors. The FLEXLOC® Locknut product line is manufactured by SPS Technologies domestically in the United
States. FLEXLOC® is a registered trademark of SPS Technologies, a PCC Company.



The Company’s Bensalem, PA
and Staten Island, NY locations and operations were both adversely impacted by Hurricane Sandy. Fortunately neither facility suffered
any flooding or damage to its facility. The storm did, however, result in closure of the each of the facilities for two days, reduction
of work force and loss of communications and power for several days, these events adversely affected both shipments and future
sales activity.



Liquidity



The Company anticipates additional capital
expenditures on plant and equipment as it consolidates operations –particularly as it brings all of its facilities on to
the same enterprise software system.



Based on the anticipated sales levels, available
cash and availability on the existing line of credit, the Company believes its current operations are sufficient to meet the current
cash requirements over the next twelve months at present operations. However, if the anticipated sales levels are not attained,
or cash collections are not timely, the Company’s availability to access its line of credit could be adversely affected.
The Company’s present financing may not be sufficient to enable to Company to take advantage of sales opportunities presented
to the Company which will require the Company to make additional investments in inventory.



The Company believes it can expand its business
with its present staff numbers.

Critical Accounting Policies



Critical accounting policies and the significant
estimates made in accordance with them are discussed under “Critical Accounting Policies” in the Company’s “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in Item 8 of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2011.



A few of the critical accounting policies and
significant estimates are as follows:



Goodwill and Other Intangible Assets



The Company accounts for intangible assets
that are acquired individually or with a group of other assets based on the fair value upon their acquisition. The Company reviews
their intangible assets and goodwill quarterly in order to assess if any indicators of impairment exist. The Company will complete
an impairment analysis based on identified indicators or at least annually for goodwill if no indicators are identified.



Useful lives



The Company reviews the useful lives of its
tangible and intangible assets periodically to determine if the identified asset will remain a productive asset over its estimated
remaining life.





17









ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



This item is not required for smaller reporting
companies, and, if it were required, is not applicable to the Company’s present operations.





ITEM 4. CONTROLS AND PROCEDURES



(A) Disclosure Controls and Procedures



The Company carried out an evaluation, under
the supervision and with the participation of the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures as of September 30, 2012 on or about October 22,
2012.  The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended the ("Exchange Act").  This term refers to the controls and procedures of
a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files under
the Exchange Act is recorded, processed, summarized and reported within the required time periods.  The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives.  The
Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures
are effective at this reasonable assurance level as of the period covered by this Form 10-Q.  Due to the size of the
Company and as a result of the implementation of the Company’s integrated financial reporting system, items of note are appropriately
brought to the attention of the Company’s CEO for appropriate disclosure.



(B) Internal Controls Over Financial Reporting



The Company's Principal Executive Officer/Principal
Financial Officer evaluated all changes in the Company’s internal controls over financial reporting that have occurred during
the Company’s last fiscal quarter (which is the period covered by this Form 10-Q) and there have been no changes in its internal
controls during the Company's last fiscal quarter, or from the date of their last prior evaluation, on or about February 3, 2012,
that have materially affected, or are reasonably likely to materially affect, those internal controls over financial reporting.
The term "internal control over financial reporting" is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.  This
term refers to the process designed by management and effected by the issuer’s board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles that (1) pertain to maintenance of records; (2) provide
reasonable assurance that transactions are recorded as necessary, including that receipts and expenditures of the issuer are being
made in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material
effect on the Company’s financial statements.  The Company assessed its internal control system as of September
30, 2012 in relation to criteria for effective internal control over financial reporting described in “Internal Control –
Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's
internal control over financial reporting is designed to provide a reasonable level of assurance of achieving the Company's disclosure
control objectives.  The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's
internal control over financial reporting is effective at this reasonable level of assurance.





18







PART II

OTHER INFORMATION



ITEM 6. EXHIBITS



The following exhibits are included herein:

|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.1        |  | Second Amendment to the Loan and Security Agreement, dated as of May 25, 2012, among Precision Aerospace Components,
Inc., Freundlich Supply Company, Inc. (“Freundlich”), Tiger-Tight Corp.,
Aero-Missile Components, Inc., and Creative Assembly Systems, Inc., the lenders from time to time party to the Agreement,
and Newstar Business Credit, LLC, as administrative agent.
|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|31.1        |  | Certification of Chief Executive Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|31.2        |  | Certification of Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|32.1        |  | Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                              





SIGNATURES



In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





| |                           |                                       | 
| | ------------------------- | ------------------------------------- | 
| | Dated:  November 14, 2012 | PRECISION AEROSPACE COMPONENTS, INC.  | 
| |                           |                                       | 
| |                           | /s/ Andrew S. Prince                  | 
| |                           |                                       | 
| |                           | Andrew S. Prince                      | 
| |                           | President and Chief Executive Officer | 
| |                           |                                       | 















19





EXHIBIT INDEX

|               |  |                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |                                                                                                                                                                                                                                                                                                                                                                                   
|10.1           |  | Second Amendment to the Loan and Security Agreement, dated as of May 25, 2012, among Precision Aerospace Components,
Inc., Freundlich Supply Company, Inc. (“Freundlich”), Tiger-Tight Corp.,
Aero-Missile Components, Inc., and Creative Assembly Systems, Inc., the lenders from time to time party to the Agreement,
and Newstar Business Credit, LLC, as administrative agent.
|               |  |                                                                                                                                                                                                                                                                                                                                                                                   
|31.1           |  | Certification of Chief Executive Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                                                                                   
|31.2           |  | Certification of Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                                                                                   
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended                                                                                                                                                                                                              









20