UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-Q


(Mark
One)




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




For the
quarterly period ended June 30, 2010




or




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




For the
transition period from _____________ to ________________




Commission
File Number:  000-09751




STATMON
TECHNOLOGIES CORP.




(Exact
name of registrant as specified in its charter)




Nevada
              83-0242652(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)





3000
Lakeside Drive, Suite 300 South, Bannockburn, IL 60015


(Address
of principal executive offices) (Zip Code)





(847)
604-5366


(Registrant’s
telephone number, including area code)




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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes  x  No  ̈




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 (§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, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
                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




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Class
                  
                  Outstanding at July 31,
  2010Common
      Stock, $.01 par value
                  
                  28,903,112





FORM
10-Q


STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


June
30, 2010




TABLE
OF CONTENTS




Page(s)PART
      1 – FINANCIAL INFORMATIONItem
      1.  Financial Statements.Condensed
      Consolidated Balance Sheets at June 30, 2010 (unaudited) and March 31,
      2010
                            1Condensed
      Consolidated Statements of Income/(Operations) for the Three Months Ended
      June 30, 2010 and 2009 (unaudited)
                            2Condensed
      Consolidated Statements of Stockholder’s Deficiency for the Three Months
      Ended June 30, 2010 (unaudited)
                            3Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended June 30,
      2010 and 2009 (unaudited)
                            4Notes
      to Condensed Consolidated Financial Statements (unaudited)
                            6Item
      2.  Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
                            18Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk.
                            24Item
      4T.  Controls and Procedures.
                            24PART
      II – OTHER INFORMATIONItem
      1.  Legal Proceedings.
                            25Item
      1A. Risk Factors
                            25Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.
                            25Item
      3.  Defaults Upon Senior Securities.
                            25Item
      4.  Submission of Matters to a Vote of Security
    Holders.
                            25Item
      5.  Other Information.
                            25Item
      6.  Exhibits.
                            26SIGNATURES
                            27ExhibitsCertifications







Item
1.  Financial Statements.




STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS




June 30,
                                            
                                            
                                            March 31,2010
                                            
                                            
                                            2010(unaudited)ASSETSCurrent
      Assets:Accounts
      receivable, net of allowance of $13,813
                                            
                                            $
                                            714,374
                                            
                                            
                                            $
                                            436,013Inventories
                                            
                                            
                                            21,101
                                            
                                            
                                            
                                            39,485Prepaid
      expense and other current assets
                                            
                                            
                                            438,655
                                            
                                            
                                            
                                            77,154Total
      Current Assets
                                            
                                            
                                            1,174,130
                                            
                                            
                                            
                                            552,652Property
      and equipment, net of accumulated depreciation of $226,822 and $211,003,
      repectively
                                            
                                            
                                            141,624
                                            
                                            
                                            
                                            157,443Deferred
      financing costs, net of accumulated amortization of $0 and $54,157,
      respectively
                                            
                                            
                                            -
                                            
                                            
                                            
                                            8,871Security
      deposits and other assets
                                            
                                            
                                            50,959
                                            
                                            
                                            
                                            50,959Total
      Assets
                                            
                                            $
                                            1,366,713
                                            
                                            
                                            $
                                            769,925LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      Liabilities:Notes
      payable (including $450,000 due to a related party), net of debt discount
      of $0 and $8,034, respectively
                                            
                                            $
                                            1,101,250
                                            
                                            
                                            $
                                            1,093,216Convertible
      notes payable, net of debt discount of $149,956 and $150,345,
      respectively
                                            
                                            
                                            2,341,544
                                            
                                            
                                            
                                            2,012,655Accounts
      payable
                                            
                                            
                                            1,062,061
                                            
                                            
                                            
                                            1,275,245Accrued
      expenses
                                            
                                            
                                            219,204
                                            
                                            
                                            
                                            584,230Accrued
      compensation and payroll taxes
                                            
                                            
                                            2,108,239
                                            
                                            
                                            
                                            1,924,210Interest
      payable (including $57,271 and $53,713 due to related party,
      respectively)
                                            
                                            
                                            347,853
                                            
                                            
                                            
                                            303,749Deferred
      revenue
                                            
                                            
                                            388,256
                                            
                                            
                                            
                                            453,326Derivative
      liability
                                            
                                            
                                            2,568,000
                                            
                                            
                                            
                                            3,885,000Total
      Current Liabilities
                                            
                                            
                                            10,136,407
                                            
                                            
                                            
                                            11,531,631Long-term
      Liabilities:Convertible
      notes payable, net of debt discount of $554,820 and $609,316,
      respectively
                                            
                                            
                                            114,360
                                            
                                            
                                            
                                            192,404Total
      Liabilities
                                            
                                            
                                            10,250,767
                                            
                                            
                                            
                                            11,724,035Commitments
      and ContingenciesStockholders'
      Deficiency:Preferred
      stock, $.01 par value, 10,000,000 shares authorized, none issued and
      outstanding
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock, $.01 par value, 100,000,000 shares authorized, 28,903,112 and
      25,745,447 issued and outstanding, respectively
                                            
                                            
                                            289,031
                                            
                                            
                                            
                                            257,454Additional
      paid-in capital
                                            
                                            
                                            17,917,906
                                            
                                            
                                            
                                            17,068,256Accumulated
      deficit
                                            
                                            
                                            (27,090,991
                                            )
                                            
                                            
                                            (28,279,820
                                            )Total
      Stockholders' Deficiency
                                            
                                            
                                            (8,884,054
                                            )
                                            
                                            
                                            (10,954,110
                                            )Total
      Liabilities and Stockholders' Deficiency
                                            
                                            $
                                            1,366,713
                                            
                                            
                                            $
                                            769,925




See
accompanying notes to condensed consolidated financial statements
(unaudited).


1





STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME/(OPERATIONS)


(Unaudited)




For the Three Months Ended June 30,2010
                
                
                2009Revenue
                
                $
                1,164,276
                
                
                $
                530,692Cost
      of Sales
                
                
                68,115
                
                
                
                61,804Gross
      Profit
                
                
                1,096,161
                
                
                
                468,888Selling,
      General and Administrative Expenses (including stock-based compensation of
      $101,250 and $34,000, repectively)
                
                
                922,933
                
                
                
                1,042,026Operating
      Income/(Loss)
                
                
                173,228
                
                
                
                (573,138
                )Other
      (Income)/Expense:Interest
      (including $13,750 to related parties for 2010 and 2009 periods,
      respectively)
                
                
                137,297
                
                
                
                52,814Interest
      expense related to warrants and conversion features issued in association
      with debt
                
                
                203,351
                
                
                
                810,475Interest
      expense related to change in fair value of warrants and conversion
      features granted for ratchet provisions
                
                
                -
                
                
                
                5,936,000Amortization
      of debt discount
                
                
                258,880
                
                
                
                361,386Amortization
      of deferred financing costs
                
                
                8,871
                
                
                
                93,143Gain
      on change in fair value of derivatives
                
                
                (1,624,000
                )
                
                
                (4,260,000
                )Total
      Other (Income)/Expense
                
                
                (1,015,601
                )
                
                
                2,993,818Net
      Income/(Loss)
                
                $
                1,188,829
                
                
                $
                (3,566,956
                )Net
      Income/(Loss) Per Share - Basic
                
                $
                0.04
                
                
                $
                (0.15
                )Net
      Income/(Loss) Per Share - Diluted
                
                $
                0.01
                
                
                $
                (0.15
                )Weighted
      Average Number of Common Shares Outstanding - Basic
                
                
                29,066,610
                
                
                
                23,813,628Weighted
      Average Number of Common Shares Outstanding - Diluted
                
                
                41,709,330
                
                
                
                23,813,628




See
accompanying notes to condensed consolidated financial statements
(unaudited)


2





STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY


(Unaudited)




Additional
                  
                  
                  
                  
                  
                  TotalCommon Stock
                  
                  
                  paid-in
                  
                  
                  Accumulated
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  capital
                  
                  
                  deficit
                  
                  
                  DeficiencyBalance,
      April 1, 2010
                  
                  
                  25,745,447
                  
                  
                  $
                  257,454
                  
                  
                  $
                  17,068,256
                  
                  
                  $
                  (28,279,820
                  )
                  
                  $
                  (10,954,110
                  )Issuance
      of common stock for investment advisory services
                  
                  
                  1,800,000
                  
                  
                  
                  18,000
                  
                  
                  
                  468,000
                  
                  
                  
                  -
                  
                  
                  
                  486,000Issuance
      of common stock for extension agreement
                  
                  
                  1,341,665
                  
                  
                  
                  13,417
                  
                  
                  
                  375,665
                  
                  
                  
                  -
                  
                  
                  
                  389,082Warrant
      exercise
                  
                  
                  16,000
                  
                  
                  
                  160
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  160Issuance
      of debt related penalty warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,985
                  
                  
                  
                  -
                  
                  
                  
                  2,985Reclassification
      of warrants from liabilities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  -
                  
                  
                  
                  3,000Net
      Income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,188,829
                  
                  
                  
                  1,188,829Balance,
      June 30, 2010
                  
                  
                  28,903,112
                  
                  
                  $
                  289,031
                  
                  
                  $
                  17,917,906
                  
                  
                  $
                  (27,090,991
                  )
                  
                  $
                  (8,884,054
                  )




See
accompanying notes to condensed consolidated financial statements
(unaudited)


3




STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




For the Three Months Ended June 30,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income/(loss)
                
                $
                1,188,829
                
                
                $
                (3,566,956
                )Adjustments
      to reconcile net income/(loss) to net cash used in operating
      activities:Depreciation
                
                
                15,819
                
                
                
                14,993Interest
      expense related to warrants and conversion features issued in association
      with debt and ratchet provisions
                
                
                203,351
                
                
                
                6,746,475Common
      stock issued for investment advisory services
                
                
                101,250
                
                
                
                -Provision
      for doubtful accounts
                
                
                -
                
                
                
                10,000Gain
      on change in fair value of derivatives
                
                
                (1,624,000
                )
                
                
                (4,260,000
                )Amortization
      of debt discount
                
                
                258,880
                
                
                
                361,386Amortization
      of deferred financing costs
                
                
                8,871
                
                
                
                93,143Deferred
      rent expense
                
                
                (12,997
                )
                
                
                (17,086
                )Stock
      based compensation
                
                
                -
                
                
                
                34,000Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                (278,361
                )
                
                
                31,390Inventories
                
                
                18,384
                
                
                
                41,527Prepaid
      expense and other current assets
                
                
                23,249
                
                
                
                174Security
      deposits and other assets
                
                
                -
                
                
                
                -Accounts
      payable
                
                
                (213,184
                )
                
                
                25,852Accrued
      expenses
                
                
                (16,614
                )
                
                
                -Accrued
      compensation and payroll taxes
                
                
                184,029
                
                
                
                225,385Interest
      payable
                
                
                44,104
                
                
                
                28,726Deferred
      revenue
                
                
                (65,070
                )
                
                
                (49,358
                )NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (163,460
                )
                
                
                (280,349
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from convertible notes payable
                
                
                163,300
                
                
                
                303,750Proceeds
      from exercise of warrants
                
                
                160
                
                
                
                800Deferred
      financing costs
                
                
                -
                
                
                
                (24,000
                )NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                163,460
                
                
                
                280,550NET
      INCREASE  IN CASH
                
                
                -
                
                
                
                201CASH,
      BEGINNING OF PERIOD
                
                
                -
                
                
                
                1,000CASH,
      END OF PERIOD
                
                $
                -
                
                
                $
                1,201SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for:Interest
                
                $
                14,734
                
                
                $
                -




See
accompanying notes to condensed consolidated financial statements
(unaudited)


4


STATMON
TECHNOLOGIES CORP. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


(Unaudited)





For the Three Months Ended June 30,2010
                
                
                2009NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Issuance
      of common stock to investment advisors debentures
                
                $
                486,000
                
                
                $
                -Issuance
      of common stock for extension agreement
                
                $
                389,082
                
                
                $
                -Reclassification
      of warrants from liabilities
                
                $
                3,000
                
                
                $
                -Cumulative
      effect of change in accounting principal on accumulated
      deficit
                
                $
                -
                
                
                $
                491,006Cumulative
      effect of change in accounting principal on paid in
capital
                
                $
                -
                
                
                $
                (2,600,261
                )





See
accompanying notes to condensed consolidated financial statements
(unaudited)


5




NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




1.
            BUSINESS DESCRIPTION,
      GOING CONCERN AND ACCOUNTING
POLICIES




Company
Overview




Statmon
Technologies Corp. (the “Company”) is a wireless and fiber infrastructure
network management solution provider. “Axess”, our proprietary flagship software
application, and our supporting integration products are deployed in
telecommunications, media broadcast and navigation aid transmission networks to
optimize operations and keep them fully functional 24 hours a day, 7 days a
week, 52 weeks a year. A typical infrastructure network comprises a network
operations center (“NOC” or “Master Control”) plus a network of remote
transmission sites incorporating a wide range of devices, facilities management
and environmental control systems.




The
Statmon Platform is designed to self heal or preempt transmission failure by
automating the integration of all the different devices and disparate
technologies under a single control system, or permit corrective action at the
NOC. A tiered severity level alarm system at every site, down to the device
level, reports back to the NOC permitting manual adjustment or corrective action
without having to visit the site.  An authorized operator can drill down
and make manual adjustments to an individual device at a remote site from any
connected location including a wireless device such as a laptop or
Blackberry.




Architecturally
designed as a universal “Manager of Technologies” (“MOT”) application or
platform, wide scale network operations, regardless of disparate equipment
brands or incompatible technologies deployed at a NOC or remote site, can
automatically interact with each other while being managed from a single point
of control or “dashboard” style computer screen.  In real time, a proactive
alarm system reports to a NOC or designated wireless device for appropriate
attention or action. Adjusting the HVAC, the health of the uninterrupted power
supply (“UPS”) and diesel generator and the level of the fuel tank, as well as
disaster recovery, emergency power management,  and redundancy are all
proactive management capabilities of the Statmon Platform. The Statmon Platform
will keep remote sites operating even when part or all of the entire network are
down, automatically bringing the remote sites back on line when network
operations are restored.




The
marketing and distribution of our products are primarily facilitated by
value-added resellers (“VAR’s”), sales channel strategic partners and original
equipment manufacturer (“OEM”) collaborations. Sales channel partners are
developed and managed by an internal business development team and supported by
a direct sales force. The Company is seeking additional partners with
appropriate credentials for large scale implementations.




Basis
of Presentation




The
unaudited condensed consolidated interim financial statements include the
accounts of the Company's wholly-owned subsidiaries, Statmon-eBI Solutions, LLC
and STC Software Corp.  All inter-company accounts and transactions have
been eliminated in consolidation.




These
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and the rules and regulations of the Securities and Exchange
Commission for interim financial statements. These financial statements reflect
all adjustments and accruals of a normal recurring nature that, in the opinion
of management, are necessary in order to make the financial statements not
misleading. The results for the interim periods presented are not necessarily
indicative of results to be expected for any future period.


6




1.
            BUSINESS DESCRIPTION,
      GOING CONCERN AND ACCOUNTING POLICIES,
continued




These
financial statements should be read in conjunction with the audited financial
statements and the notes thereto of all the entities included in the Company’s
2010 Annual Report on Form 10-K filed with the Securities Exchange
Commission.




Going
Concern




The
accompanying unaudited condensed consolidated interim financial statements have
been prepared in accordance with accounting principles generally accepted in the
Unites States of America ("US GAAP") for interim financial statement
information. The Company has incurred net losses of approximately $27.1 million
since inception. Additionally, the Company had a net working capital deficiency
of approximately $9.0 million at June 30, 2010.




As of
June 30, 2010, the Company has $2,491,500 of Convertible Debentures due before
June 30, 2011 of which $1,125,000 became due on May 31, 2010 and $648,000 became
due on June 30, 2010.  Subsequent to June 30, 2010, $562,500 was paid to
the holders of the debentures that became due on May 31, 2010.  The Company
is currently in negotiations to extend the due date or to obtain additional
financing to settle the outstanding debentures.  The Company also has
$1,101,250 in unsecured notes payable that are in default and has accrued
payroll tax obligations of $2,108,239 including penalties and
interest.




These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern. The accompanying unaudited condensed consolidated interim
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




As more
fully described in the Notes below, the Company funded its operations during the
three months ended June 30, 2010 by raising an additional $163,300 of proceeds
through the sale of Senior Secured Convertible Debentures.




Management
Plans




In order
to reduce debt and simultaneously maximize growth and expansion of operations,
the Company has required capital infusions to augment its total capital needs.
The Company had operating income for the quarter ended June 30, 2010 and
anticipates its future operations will be cash flow positive. However, Delays in
customer’s implementation timelines, payment schedules and delivery roll outs
directly impact short-term cash flow expectations and may cause the Company to
increase its borrowings.  The Company and its sales channel partners have
developed a pipeline of qualified sales opportunities. The revenues from such
prospective sales pipelines are expected to grow as the existing and new sales
channel partner relationships develop.




During
the first three months of Fiscal 2011, the Company has raised $163,300 of
proceeds related to the third tranche of Convertible Debentures and produced
operating income of $173,228 which was used to reduce outstanding
obligations.




There can
be no assurances that the Company will be successful in obtaining the
aforementioned operating results, financing or refinancing, converting and/or
extending its notes payable. If not successful, the Company would seek to
negotiate other terms for the issuance of debt, and/or pursue bridge financing,
negotiate with suppliers for a reduction of debt through issuance of stock, and
seek to raise equity through the sale of its common stock. At this time,
management cannot assess the likelihood of achieving these objectives. If the
Company is unable to achieve these objectives or amounts due for debentures and
payroll taxes are unable to be paid, it may be forced to cease business
operations.


7




1.
            BUSINESS DESCRIPTION,
      GOING CONCERN AND ACCOUNTING POLICIES,
continued




Revenue
Recognition




Product
revenues from the sale of software licenses are recognized when evidence of a
license agreement exists, the fees are fixed and determinable, collectability is
probable and vendor specific objective evidence exists to allocate the total fee
to elements of the arrangements. The Company's software license agreement
entitles licensees limited rights for upgrades and enhancements for the version
they have licensed.





The
Company requires its software product sales to be supported by a written
contract or other evidence of a sale transaction, which generally consists of a
customer purchase order or on-line authorization. These forms of evidence
clearly indicate the selling price to the customer, shipping terms, payment
terms (generally 30 days) and refund policy, if any. The selling prices of these
products are fixed at the time the sale is consummated.





Deferred
revenue represents revenue billed or collected for services not yet
rendered.




New
Accounting Pronouncements




In
October 2009, the Financial Accounting Standards Board (“FASB”) updated topic
605 on Revenue Recognition authoritative guidance on revenue recognition that
became effective for us beginning April 1, 2010, with earlier adoption
permitted.  Under the new guidance on arrangements that include software
elements, tangible products that have software components that are essential to
the functionality of the tangible product will no longer be within the scope of
the software revenue recognition guidance, and software- enabled products will
now be subject to other relevant revenue recognition guidance. 
Additionally, the FASB issued authoritative guidance on revenue arrangements
with multiple deliverables that are outside the scope of the software revenue
recognition guidance.  Under the new guidance, when vendor specific
objective evidence or third party evidence for deliverables in an arrangement
cannot be determined, a best estimate of the selling price is required to
separate deliverables and allocate arrangement consideration using the relative
selling price method.  The new guidance includes new disclosure
requirements on how the application of the relative selling price method affects
the timing and amount of revenue recognition.  The adoption of this new
guidance did not have a material impact on our financial
statements.




In June
2009, the FASB has issued Accounting Standards Update (ASU) 2009-16, Transfers and Servicing (Topic 860)
- Accounting for Transfers of Financial Assets. ASU 2009-16 will require
more information about transfers of financial assets, including securitization
transactions, eliminates the concept of a qualifying special-purpose entity and
changes the requirements for derecognizing financial assets. ASU 2009-16 is
effective at the start of a reporting entity’s first fiscal year beginning after
November 15, 2009.  The adoption of this new guidance did not have a
material impact on our financial statements.




In
February 2010, the FASB issued Accounting Standards Update 2010-10 (ASU
2010-10), “Consolidation (Topic 810).” The amendments to the consolidation
requirements of Topic 810 resulting from the issuance of Statement 167 are
deferred for a reporting entity’s interest in an entity (1) that has all the
attributes of an investment company or (2) for which it is industry practice to
apply measurement principles for financial reporting purposes that are
consistent with those followed by investment companies. An entity that qualifies
for the deferral will continue to be assessed under the overall guidance on the
consolidation of variable interest entities in Subtopic 810-10 (before the
Statement 167 amendments) or other applicable consolidation guidance, such as
the guidance for the consolidation of partnerships in Subtopic 810- 20. The
deferral is effective as of the beginning of a reporting entity’s first annual
period that begins after November 15, 2009, and for interim periods within that
first annual reporting period, which coincides with the effective date of
Statement 167. Early application is not permitted. The adoption of this new
guidance did not have a material impact on our financial
statements.


8




1.
            BUSINESS DESCRIPTION,
      GOING CONCERN AND ACCOUNTING POLICIES,
continued




In
January 2010, the FASB issued a standard pertaining to fair value disclosures
(ASU No. 2010-6) that requires a reporting entity to disclose separately
the amounts of significant transfers in and out of Level 1 and
Level 2, to describe the reasons for the transfers, and to disclose
separately certain additional information about purchases, sales, issuances, and
settlements of Level 3 items. This standard also requires an entity to
provide disclosures about the valuation techniques and inputs used to measure
fair value for both recurring and nonrecurring fair value measurements for
Level 2 and Level 3 items. The standard is effective for interim and
annual reporting periods beginning after December 15, 2009, except for the
Level 3 disclosure of activity, which is effective for fiscal years
beginning after December 15, 2010. We adopted the effective portions of
this standard as of April 1, 2010. The adoption of the effective portions
of this standard did not have a material impact on our consolidated financial
statements and management is currently evaluating the effect of the impact of
the separate disclosure requirements of Level 3 items.




In
February 2010, the FASB issued a standard that removed the requirement for an
SEC filer to disclose a date through which subsequent events have been evaluated
in both issued and revised financial statements (ASU No. 2010-09).
Generally, this standard was effective immediately upon issuance. The adoption
of this standard did not have a material impact on our consolidated financial
statements.




Reclassification




Certain
prior amounts have been reclassified to conform to current year
presentation.  These reclassifications had no impact on operating income
(loss) for any of the periods presented.




2.
            SENIOR SECURED
      ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE AND DERIVATIVE
      LIABILITIES




On March
5, 2008, the Company issued and sold debentures in a total principal amount of
$1,500,000, due March 5, 2010 (the “Debentures”) to accredited investors in a
private placement pursuant to a securities purchase agreement (the “Purchase
Agreement”).  The Debentures are the first tranche of up to an aggregate of
$4,038,000 of Original Issue Discount Senior Secured Convertible Debentures (for
an aggregate cash subscription amount of up to $3,365,000).  The Debentures
have an effective interest rate of approximately 10% per annum. After deducting
the expenses of the private placement, including prepaid interest, the Company
received net proceeds of approximately $1,190,000 related to Tranche
I.




During
the six months ended September 30, 2008, the Company issued and sold the second
tranche (“Tranche II”) of debentures in total principal amount of $1,038,000,
due two years from the issuance of the securities, under the same debenture
facility.  The terms are substantially the same and the Company received
net proceeds after deducting the expenses of the private placement of
approximately $865,000 related to Tranche II.




In
connection with the private placement, the investors also initially received
warrants (the “Warrants”) to purchase up to 2,583,474 shares of the Company’s
common stock, which terminate five years from the closing date (the “Termination
Date”) and initially had an exercise price of $1.20 per share. Based on the
terms of the agreement, the Warrants may also be exercised by means of a
cashless exercise.  On the Termination Date, the Warrant shall be
automatically exercised via cashless exercise. Based on the reduced exercise
price of the warrants issued in conjunction with Tranche III (See below), the
exercise price of the Warrants were reduced to $0.50 and by the terms of the
original agreement, the investors were issued an additional 3,616,864 warrants
based on the terms of the original Tranche I and II agreements.


9




2.
            SENIOR SECURED
      ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE AND DERIVATIVE
      LIABILITIES,
continued




From
April 1, 2009 through June 30, 2010 , the Company issued and sold a portion of
the third tranche (“Tranche III”)of debentures in total principal amount of
$997,680, due two years from the issuance of the securities, under the same
debenture facility.   In connection with the private placement, the
investors also received warrants to purchase up to 3,990,720 shares of the
Company’s common stock, which terminate in five years and have an exercise price
of $0.50 per share. Based on the terms of the agreement, the Warrants may also
be exercised by means of a cashless exercise.




The
initial conversion price (“Initial Conversion Price”) of both Tranche I and
Tranche II of Debentures was $0.9824 per share.  The conversion price of
Tranche III was $0.25.  Based on the reduced conversion price of the
Debentures issued in conjunction with Tranche III, the conversion price of the
Debentures from Tranches I and II were reduced to $0.25 based on the terms of
the original agreement governing their issuance.  To record the change in
the fair value of the conversion price reduction and the warrant exercise price
reduction, the Company recorded a $5,936,000 interest charge which is recorded
in “Interest expense related to change in fair value of warrants and conversion
features issued in association with debt” on the condensed consolidated
statement of operations for the 3 months ended June 30, 2009.




The
Company adopted the provisions of an update on ASC Topic 815 Derivatives and
Hedging on April 1, 2009 and the warrants and convertible features on the
debentures, which were previously classified as equity, are now classified as
liabilities and are recorded at fair value.  The Company used a
Black-Scholes pricing model to determine the value of the warrants and
conversion features.  The model uses sourced inputs such as interest rates,
stock price and volatility, the selection of which requires management judgment
and requires that the fair value of these liabilities be remeasured at the end
of every reporting period with the change in fair value reported in the
statement of operations.




On
Tranche I and II, the gross redemption value of $2,538,000 was recorded net of a
discount of $2,526,000.  The debt discount consisted of $423,000 related to
the original issue discount, $1,815,000 related to the allocated fair value of
the warrants, $1,323,000 relates to the beneficial conversion feature of the
note reduced by deemed interest of $1,035,000 due to the fact that the proceeds
in some of the issuances were less than the fair value issued in the
transaction.   The debt discount is charged to interest expense
ratably over the life of the loan. During the three months ended June 30, 2010
and 2009, the Company amortized $127,899 and $314,885 respectively of debt
discount related to Tranches I and II.




The gross
proceeds of $1,033,680 related to Tranche III were recorded net of a discount of
$1,033,680.  The debt discount consisted of $172,280 related to the
original issue discount, $1,673,000 related to the fair value of the warrants
and $593,000 related to the fair value of the conversion feature of the note
reduced by $1,404,600 of deemed interest that was expensed immediately. 
During the three months ended June 30, 2010 and 2009, the Company amortized
$122,947 and $33,077 respectively of debt discount related to Tranche
III.


10




2.
            SENIOR SECURED
      ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE AND DERIVATIVE
      LIABILITIES,
continued




The
derivative liabilities were valued using the Black-Scholes model with the
following assumptions.




June 30,
                    
                    
                    Tranche III
                    
                    
                    March 31,
                    
                    
                    Tranche I & II2010
                    
                    
                    Inception
                    
                    
                    2010
                    
                    
                    InceptionConversion
      Feature:Risk-free
      interest rate
                    
                    
                    0.32
                    %
                    
                    
                    0.88%-1.26
                    %
                    
                    
                    0.43
                    %
                    
                    
                    2.0%
      -4.25
                    %Expected
      volatility
                    
                    
                    183.58
                    %
                    
                    
                    154.9%-167.2
                    %
                    
                    
                    176.79
                    %
                    
                    
                    106.7%-112.0
                    %Expected
      life (in years)
                    
                    
                    0.08-1.75
                    
                    
                    
                    2.0
                    
                    
                    
                    0.02-2.00
                    
                    
                    
                    2.0Expected
      dividend yield
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Warrants:Risk-free
      interest rate
                    
                    
                    1.00%-1.79
                    %
                    
                    
                    1.74%-2.75
                    %
                    
                    
                    1.65%-2.60
                    %
                    
                    
                    0.50%-2.50
                    %Expected
      volatility
                    
                    
                    183.58
                    %
                    
                    
                    154.9%-167.2
                    %
                    
                    
                    176.79
                    %
                    
                    
                    105.1%-155.1
                    %Expected
      life (in years)
                    
                    
                    2.68-4.75
                    
                    
                    
                    5.00
                    
                    
                    
                    2.93-5.00
                    
                    
                    
                    5.00Expected
      dividend yield
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -




Under
additional provisions of the securities purchase agreements related to such
Debentures, the Company was required to meet certain revenue minimums in fiscal
year 2009 which were not met.  Based on not meeting the revenue minimums,
the Company was required to issue to each investor, on a pro-rata basis,
additional warrants (the “Additional Warrants”) to purchase up to, in the
aggregate, 676,800 shares of the Company’s common stock related to Tranches I
and II.  The Additional Warrants are in the same form as the Warrants
described above, have a term of exercise equal to five (5) years following their
issuance, and shall have an exercise price of $0.01 per share. During the year
ended March 31, 2010, The Company has issued 400,000 and 276,800 penalty
warrants to the debenture holders in Tranche I and Tranche II, respectively
related to this penalty. The fair value of these warrants is $124,743 based on a
Black Scholes model and The Company recorded this penalty during the year ended
March 31, 2009 as that is the period when the revenue shortfall occurred. 
  The Company also failed to meet revenue minimums in Fiscal 2010 and in
the twelve months ended June 30, 2010 and is required to issue to certain
Tranche III investors 145,800 and 21,000 penalty warrants valued at $38,000 and
$4,000, respectively based on a Black Scholes model and The Company recorded
$38,000 of this penalty during the year ended March 31, 2010 and $4,000 during
the quarter ended June 30, 2010 as that is the period when the revenue
shortfalls occurred.  Tranche III has similar provisions to receive up to
246,072 similar warrants based on the existing Tranche III issuance if the
Company fails to meet revenue minimums twelve month periods through March 31,
2011.




On March
5, 2010, $1,125,000 of Tranche I debentures became due.  We entered
negotiations with the Tranche I holders and obtained an extension to May 31,
2010 by issuing 1,341,665 shares of our common stock as an extension fee. The
common stock was valued at $0.29 and we recorded $389,082 related to this
issuance as interest expense in the year ended March 31, 2010. Subsequent to
June 30, 2010, $562,500 was paid to the holders of the debentures that became
due on May 31, 2010 and we are in the process of raising additional capital
through the issuance of additional debentures or by cash flows from operations
to settle the remaining balance.




On June
30, 2010, $648,000 of Tranche II debentures became due.  We have not yet
settled these debentures and are presently negotiating an extension or another
method of settlement.




The gross
amount of maturities under the Secured Senior Secured Original Issue Discount
Convertible Debentures (not netted to include the debt discount and assuming
that the debenture is not converted into common stock) is $2,491,500 and
$669,180 for the twelve months ended June 30, 2011 and 2012,
respectively.


11




3.
            NOTES
      PAYABLE




Notes
payable at June 30, 2010 and 2009 consist of the following:




As ofJune 30, 2010
                                  
                                  
                                  March 31, 2010Notes
      Payable - Delis - related party
                                  
                                  [a]
                                  
                                  $
                                  200,000
                                  
                                  
                                  $
                                  200,000Notes
      Payable - various
                                  
                                  [b]
                                  
                                  
                                  401,250
                                  
                                  
                                  
                                  401,250Senior
      Subordinated Notes Payable - Thieme
                                  
                                  [c]
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  250,000Consulting,
      Inc. - related partySenior
      Subordinated Notes Payable, net of debtdiscount
      of $0 and $8,034, respectively
                                  
                                  [d]
                                  
                                  
                                  250,000
                                  
                                  
                                  
                                  241,966Short-Term
      Notes Payable
                                  
                                  
                                  
                                  $
                                  1,101,250
                                  
                                  
                                  $
                                  1,093,216





[a]
            On
      April 27, 2007, the Company sold a unit consisting of (i) a $200,000
      principal amount secured promissory note bearing interest at 10% per annum
      and due 180 days from the date of issuance, (ii) 150,000 shares of common
      stock and (iii) warrants to purchase 150,000 shares of common stock
      exercisable at a price of $1.00 per share for a term of five years. 
      This note matured on October 24, 2007.  Since the Company did not
      repay the note by the maturity date, per the default terms of the note,
      the Company issued an additional 100,000 shares of common stock and
      warrants to purchase 100,000 shares of its common stock at an exercise
      price of $1.00 per share with a term of five years as consideration for an
      extension of the due date of the note to October 24,
  2008.




The
Company is negotiating an extension or conversion to shares of common
stock that would supersede such extension agreement subject to approval from the
majority of the secured debenture holders.  There can be no assurance that
it will be able to obtain such an extension or approval from the majority of the
debenture holders.  This note is secured by a second lien on all of the
assets of the Company.




[b]
            These
      Units generally consisted of (i) a promissory note bearing interest
      generally at 10% per annum, (ii) a share of the Company’s common stock and
      (iii) three or five-year warrant to purchase shares of common stock at an
      exercise price between $1.00 and $2.00 per share.  The total amount
      of these notes is $401,250 and represents eight notes with initial
      maturity dates between November 19, 2002 and October 21,
    2008.




At June
30, 2010, all these notes are in default, plus interest of $256,832. Upon
default, most notes accrue interest at 15% per annum and provide for the
issuance of monthly warrants, exercisable at the same price as the original
warrants granted with the unit, as a penalty until the repayment of the notes in
full.  The Company accrued $11,338 of interest and granted 22,500 penalty
warrants, valued at $2,985 related to such notes during the three months ended
June 30, 2010.  The Company will continue to grant 7,500 penalty warrants
per month related to such notes in default until the notes are
repaid.




[c]
            An
      existing note in the amount of $250,000 matured and on March 5, 2008, the
      Company entered into a new promissory note with Thieme Consulting, Inc.
      for $250,000.  This new note is subordinated to the Debentures
      described in Note 5 above.  The new note had a maturity date of June
      4, 2010 and bears interest at 10% per annum. The Company is presently in
      discussions to extend the due date of the note.  In consideration for
      entering into the new note and subordinating its first security position,
      the Company repaid all of the accrued interest due on the October 2001
      notes of $243,896.  At June 30, 2010, the Company has accrued $58,374
      of interest due on this note.


12




3.
            NOTES
      PAYABLE,
continued




[d]
            An
      existing note in the amount of $250,000 matured and on March 5, 2008, the
      Company entered into a new promissory note with a secured promissory note
      holder.  This new note is subordinated to the notes in Note 5 and [c]
      above.  The new note had a maturity date of June 4, 2010 and bears
      interest at 10% per annum.  The Company is presently in discussions
      to extend the due date of the note. In consideration for entering into the
      new note, the Company converted all of the accrued interest due on the
      August 2004 note of $125,445 into shares of restricted common stock at
      $1.00 per share, issued 703,871 shares of restricted common stock in
      exchange for 1,759,676 warrants and issued a new warrant to purchase
      250,000 shares of common stock exercisable for a five-year term at $1.20
      per share which expire on March 5, 2013.  The fair value of the
      instruments issued in the exchange agreement approximated the instruments
      that were exchanged for and no gain or loss was recorded related to this
      transaction during the year ended March 31, 2008.   During the
      year ended March 31, 2009, the Company issued 22,917 shares of common
      stock valued at $12,147 in lieu of interest through February 2009. 
      On October 20, 2009, the Company issued 133,973 shares of common stock
      valued at $0.25 per share in lieu of cash interest payments for $15,959 of
      accrued interest on the note through October 20, 2009 as well as to prepay
      $17,534 for future interest on the note through
  maturity.




4.
            STOCKHOLDERS’
      EQUITY




During
      the three months ended June 30, 2010, the Company issued 1,800,000 shares
      of common stock valued at $0.27 for financial advisory services.  The
      term of the agreement is for one year beginning April 15, 2010 and the
      Company recorded the fair value of the common stock issued for future
      consulting services as a prepaid expense and will be recording the expense
      over the life of the contract.  The Company also issued 1,341,665
      shares of common stock valued at $0.29 as an extension fee to Tranche I
      holders to extend the due date of their debentures from March 5, 2010 to
      May 31, 2010.  We recorded this expense as interest expense during
      the three months ended March 31, 2010.  The Company also issued
      16,000 shares of common stock to a Tranche II debenture holder upon the
      exercise of $0.01 penalty warrants.




5.
            COMMITMENTS AND
      CONTINGENCIES




[a] 
Payroll
Taxes  - During the years 2001 through 2008, The Company considered
its Chief Executive Officer and its Chief Technology Officer to be consultants
of the Company rather than employees, as a result of the Company’s
non-compliance with the terms of their original employment agreements. If the
Chief Executive Officer and the Chief Technology Officer were classified as
employees during the above period, the Company would have been required to
withhold and remit payroll taxes to the respective taxing
authorities.




This
position may be subject to audit by the Internal Revenue Service and other state
and local taxing authorities, which, upon review, could result in an unfavorable
outcome if it is determined that such individuals’ compensation should have been
reported on the basis of an employee rather than a consultant.


13




5.
            COMMITMENTS AND
      CONTINGENCIES,
continued




The
Company has recorded charges of approximately $1,012,000 for additional
compensation (including penalties and interest) on behalf of the Chief Executive
Officer and the Chief Technology Officer should the Company be challenged by the
taxing authorities and it is determined their position is without
merit.




In
addition, the Company was delinquent in filing certain of its payroll returns
(including the remittance of taxes) totaling approximately $837,000 and related
penalties and interest approximated $259,000 computed through June 30,
2010.  The Company filed these tax returns on July 7, 2010, is current with
its payroll tax filing obligations and expects to have an agreement in place to
pay these amounts as soon as possible.  Based on the results of a review of
these tax filings, the Company may be subject to additional interest and
penalties.




[b]Product
Liability Insurance - The manufacture and sale of the Company’s products
involve the risk of product liability claims.  It does not carry product
liability insurance.  Pursuant to its software licensing agreements and
contracts, the Company makes every effort to limit any product liability to the
dollar value of the transaction, however, a successful claim brought against it
could require it to pay substantial damages and result in harm to its business
reputation, remove its products from the market or otherwise adversely affect
its business and operations.




6.
            FAIR VALUE
      MEASUREMENTS




On April
1, 2008, the Company implemented ASC 850 Fair Value Measurements and Disclosures
which provides a single definition of fair value, a framework for measuring fair
value, and expanded disclosures concerning fair value and clarifies that the
exchange price is the price in an orderly transaction between market
participants to sell an asset or transfer a liability at the measurement date
and emphasizes that fair value is a market-based measurement and not an
entity-specific measurement.




It also
established the following hierarchy used in fair value measurements and expanded
the required disclosures of assets and liabilities measured at fair
value:





•
            Level
      1 – Inputs use quoted prices in active markets for identical assets or
      liabilities that the Company has the ability to
  access.




•
            Level
      2 – Inputs use other inputs that are observable, either directly or
      indirectly. These inputs include quoted prices for similar assets and
      liabilities in active markets as well as other inputs such as interest
      rates and yield curves that are observable at commonly quoted
      intervals.




•
            Level
      3 – Inputs are unobservable inputs, including inputs that are available in
      situations where there is little, if any, market activity for the related
      asset or liability.




In
instances where inputs used to measure fair value fall into different levels in
the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the
valuation. The Company’s assessment of the significance of particular inputs to
these fair measurements requires judgment and considers factors specific to each
asset or liability.


14




6.
            FAIR VALUE
      MEASUREMENTS,
continued




Liabilities measured at fair value on a
recurring basis at June 30, 2010 are as follows:





Quoted Prices in
                          Active Markets for
                          Identical Liabilities
                          (Level 1)
                        
                        
                        Significant
                          Other
                          Observable
                          Inputs
                          (Level 2)
                        
                        
                        Significant
                          Unobservable
                          Inputs
                          (Level 3)
                        
                        
                        Balance at
                          June 30, 2010ConversionFeatures
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        599,000
                        
                        
                        $
                        599,000Warrant
      liability
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,969,000
                        
                        
                        $
                        1,969,000$
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        2,568,000
                        
                        
                        $
                        2,568,000




Financial
assets are considered Level 3 when their fair values are determined using
pricing models, discounted cash flow methodologies or similar techniques and at
least one significant model assumption or input is unobservable. Our Level 3
liabilities consist of derivative liabilities associated with the debentures and
warrants that contain exercise price reset provisions.




The
following table provides a summary of the changes in fair value, including net
transfers in and/or out, of all financial assets measured at fair value on a
recurring basis using significant unobservable inputs during the quarter ended
June 30, 2010.




Conversion
                        
                        
                        WarrantFeature
                        
                        
                        Liability
                        
                        
                        TotalBalance
      April, 1, 2010
                        
                        $
                        1,445,000
                        
                        
                        $
                        2,440,000
                        
                        
                        $
                        3,885,000Total
      realized/unrealized (gains) or lossesIncluded
      in other income (expense)
                        
                        
                        (987,000
                        )
                        
                        
                        (637,000
                        )
                        
                        
                        (1,624,000
                        )Included
      in stockholder's equity
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Purchases,
      issuances or settlements
                        
                        
                        141,000
                        
                        
                        
                        166,000
                        
                        
                        
                        307,000Transfers
      in and /or out of Level 3
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Balance
      June 30, 2010
                        
                        $
                        599,000
                        
                        
                        $
                        1,969,000
                        
                        
                        $
                        2,568,000




The
Company does not enter into derivative contracts for purposes of risk management
nor speculation.  However, the Company has entered into agreements
whose terms require that we classify certain freestanding warrants and embedded
conversion features as liabilities for accounting purposes.  Our
derivatives are classified as derivative liabilities in short-term liabilities
on the balance sheet and the change in their fair value is recorded in other
(income) expense on the statement of operations.




7.
              NET INCOME/LOSS PER
      SHARE
  Basic net
income/loss per share is computed by dividing the net income/loss applicable to
common stockholders by the weighted-average number of shares of common stock
outstanding for the period. Diluted net income/loss per share reflects potential
dilution of securities by adding other potential common shares, including stock
warrants and shares issuable upon the conversion of convertible notes payable,
to the weighted-average number of common shares outstanding for a period, if
dilutive.
 
 The
Company’s computation of weighted average per share includes 667,600 and 0
shares exercisable at $0.01 per share at June 30, 2010 and 2009,
respectively.





15





7.    NET INCOME/LOSS PER SHARE,
continued




The
following table sets forth the components used in the computation of basic and
diluted income per share:
  For the Three Months EndedJune 30,2010*
                        
                        
                        2009**Numerator:Net
      Income/(Loss)
                        
                        $
                        1,188,829
                        
                        
                        $
                        (3,566,956
                        )Amortization
      of debt discount due to conversion features and related
      warrants
                        
                        
                        284,595
                        
                        
                        
                        -(Gain)/Loss
      on change in fair value of conversion features
                        
                        
                        (987,000
                        )
                        
                        
                        -Net
      Income/(Loss) attributable to common stockholders
                        
                        $
                        486,424
                        
                        
                        $
                        (3,566,956
                        )Denominator:Weighted
      average common shares outstanding, basic
                        
                        
                        29,066,610
                        
                        
                        
                        23,813,628Common
      shares issued upon conversion of debentures
                        
                        
                        12,642,720
                        
                        
                        
                        -Weighted
      average common shares outstanding, diluted
                        
                        
                        41,709,330
                        
                        
                        
                        23,813,628Net
      Income/(Loss) per share - Basic
                        
                        $
                        0.04
                        
                        
                        $
                        (0.15
                        )Net
      Income/(Loss) per share - Diluted
                        
                        $
                        0.01
                        
                        
                        $
                        (0.15
                        )




* Potential common shares of 13,426,756
were excluded from the computation of diluted earnings per share as their
exercise prices were greater than the average market price of the common stock
during the period.
 
 **
Potential common shares of 26,915,198 (outstanding warrants that can be
exercised into 15,305,198 shares of common stock and outstanding convertible
debentures that can converted into 11,610,000 shares of common stock) were
excluded from the computation of diluted earnings per share as their inclusion
would be anti-dilutive.




8. CUSTOMER
CONCENTRATION




The
Company sold a substantial portion of its product and services to two customers
during the three months ended June 30, 2010 and 2009. Sales to these customers
were approximately 75%  and 15% of total sales, respectively for the
three months ended June 30, 2010 and 0% and 73% of total sales, respectively for
the three months ended June 30, 2009.




Accounts
receivable balance for these customers was approximately $554,000 and $105,400,
respectively at June 30, 2010 and $0 and $58,000, respectively at June 30,
2009.




9.
            RESEARCH AND
      DEVELOPMENT




Research
and development expenditures are charged to operations as incurred. Research and
development expenditures were approximately $325,000 and $355,000 for the three
months ended June 30, 2010 and 2009, respectively.




16


10.
            SUBSEQUENT
      EVENTS




In July
2010, the Company issued and sold debentures in a total principal amount of
$690,000, due two years from the date of closing to an accredited investor in a
private placement pursuant to a securities purchase agreement. In
connection with the private placement, the investor also received warrants to
purchase up to 2,760,000 shares of the Company’s common stock,
which terminate in five years and have an exercise price of $0.50 per
share. The debentures are part of Tranche III financing and are from an
existing debenture holder for the explicit purpose of paying down the Tranche I
debentures.  The Company received net proceeds of
$575,000.




On March
5, 2010, $1,125,000 of Tranche I debentures became due.  Subsequent to
June 30, 2010, $578,312 ($562,500 of principal and $15,812 of interest) was paid
to the Tranche I holders and we are in the process of raising additional capital
through the issuance of additional debentures or by cash flows from operations
to settle the remaining balance.




17




Item
2.  Management’s Discussion and Analysis of Financial Condition and Result
of Operations.




This
report contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue,” and
other expressions that are predictions of or indicate future events and trends
and that do not relate to historical matters identify forward-looking
statements.  These forward-looking statements are based largely on our
expectations or forecasts of future events, can be affected by inaccurate
assumptions, and are subject to various business risks and known and unknown
uncertainties, a number of which are beyond our control.  Therefore,
actual results could differ materially from the forward-looking statements
contained in this document, and readers are cautioned not to place undue
reliance on such forward-looking statements.  We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.  A wide
variety of factors could cause or contribute to such differences and could
adversely impact revenues, profitability, cash flows and capital
needs.  There can be no assurance that the forward-looking statements
contained in this document will, in fact, transpire or prove to be
accurate.




Factors
that could cause or contribute to our actual results differing materially from
those discussed herein or for our stock price to be adversely affected include,
but are not limited to:  (i) our limited operating history; (ii) our
history of net losses and inability to achieve or maintain profitability; (iii)
our auditors’ expression of a substantial doubt about our ability to continue as
a going concern; (iv) concentration of our business in one customer; (v) our
need for additional capital and the uncertainty of obtaining it; (vi)
substantially all of our assets are pledged to secure our indebtedness; (vii)
the possibility of undetected errors or failures in our software; (viii) the
risk of products liability claims; (ix) industry resistance to change; (x)
fluctuations in our quarterly operating results; (xi) the inability to settle
our outstanding payroll obligations could harm our business (xii) failure to
manage growth; (xiii) dependence on Microsoft Windows platform; (xiv) our
ability to keep pace with rapidly changing technologies; (xv) our ability to
compete effectively; (xvi) difficulties in integrating businesses, products and
technologies that we may acquire; (xvii) loss of key personnel; (xviii)
enactment of new laws or changes in government regulations could adversely
affect our business; (xix) our products could infringe on the intellectual
property rights of others; (xx) our inability to obtain patent and copyright
protection for our technology or misappropriation of our software and
intellectual property; (xxi) our failure to successfully introduce new products;
(xxii) obsolescence of our technologies; (xxiii) our ability to attract
customers who will embrace our new products and technologies; (xxiv) our stock
price is likely to be highly volatile; (xxv) our common stock is considered a
penny stock and is considered to be a high-risk investment and subject to
restrictions on marketability; (xxvi) the risk that the Company may be
ineligible for quotation by a NASD member due to the Company having been late on
two filings with the SEC, (xxvii) control by certain
stockholders.  For a more detailed description of these and other
cautionary factors that may affect our future results, please refer to our
Report on Form 10-K for the fiscal year ended March 31, 2010 filed with the
SEC.




Recent Developments for the
Company




Statmon
Technologies Corp. is a wireless and fiber infrastructure network management
solution provider. “Axess”, our proprietary flagship software application, and
our supporting integration products are deployed in telecommunications, media
broadcast, building management and navigation aid transmission networks to
optimize operations and ensure they remain healthy and fully operational 24/7. A
typical infrastructure network comprises a network operations center or master
control plus a network of remote transmission sites that incorporate a wide
range of communication devices, building, facilities management and
environmental control systems.




18


The
Statmon Platform is designed to self heal or preempt transmission failure by
automating the integration of all the different devices and disparate
technologies under a single umbrella control system and permit manual corrective
action at the network operations center or from any connected computer including
a wireless device such as a laptop or Blackberry. A tiered severity level alarm
system at every site, down to the device level, reports back to the network
operations center logging automated adjustments or permitting manual adjustment
or corrective action without a field technician having to physically travel
to  the network operations center facility or remote
site.  Any authorized operator can drill down through the Axess
software screens to observe exactly what is taking place with an individual
device or system at a remote site and make further adjustments as
required.




The
optimization of network performance and the preemption of failure eliminates or
minimizes network or individual site malfunction or downtime. Transmission
downtime typically has a mission critical or direct financial impact on the
customers’ top line revenue generation, operating profit and customer
satisfaction.  Investment payback periods relative to the purchase
cost of the Statmon Platform compared to the operators loss of revenue or costs
of being “off the air” typically make the return of investment very
attractive.  Advertisers do not pay for commercials that do not go to
air and cell phone users cannot make calls or download video when a base station
or cell site is off the air. Geographically, the Statmon Platform streamlines
the network engineering and remote site field trips and maintenance process,
reducing operating and outsourcing costs and facilitating the reallocation of
resources.  The Statmon Platform can dramatically facilitate the green
policies being implemented by all levels of corporate and government
entities.   Architecturally designed as a universal “Manager of
Technologies” application or platform, wide scale network operations, regardless
of disparate equipment brands or incompatible technologies deployed at a network
operations center or remote site, can automatically interact with each other
while being managed from a single point of control or “dashboard” style computer
screen.  In real time, a proactive alarm system reports to a network
operations center or designated wireless device for appropriate attention or
action. Adjusting the HVAC, the health of the uninterrupted power supply and
diesel generator and the level of the fuel tank, as well as disaster recovery,
emergency power management, and redundancy are all proactive management
capabilities of the Statmon Platform. The Statmon Platform will keep remote
sites operating even when part or all of the entire network are down,
automatically bringing the remote back on line when network operations are
restored.




Telecommunications
infrastructure and high speed networks in both developed and developing
countries around the world are being aggressively upgraded to meet the growing
subscriber demand for communication services.  In developing
countries, wireless networks provide an affordable alternative to the more
expensive hardwire or landline infrastructure.  Notable are the third
generation, or 3G, wireless and infrastructure transmission networks which are
being upgraded to handle the rapid traffic increase, wireless broadband and
convergence of digital media delivery and additional data services for the
wireless and IPTV fiber markets. Cable systems are offering telecommunication
and broadband services to their customers and upgrading their networks including
deploying Statmon’s proprietary “Accurate” Local People Meter monitoring
platform which interfaces with directly with Nielsen. Statmon’s unique radio
frequency background and know how in the mainstream media broadcast industry
places us in a strategic position to provide high end solutions for the enhanced
telecommunications networks offering video and enriched multimedia
content.




The
marketing and distribution of our products is primarily facilitated by third
party sales channel partners, value added resellers, black label and original
equipment manufacturer collaborations (“Channel Partners” or “Strategic
Partners”). Channel Partners are developed and managed by an internal business
development team and supported by a direct sales and engineering support
force.  We have a history as an innovative technology leader for
remote site facilities management, transmission remote control and monitoring in
the traditional television, radio, satellite and cable broadcast industries. The
traditional network television market is undergoing a resurgence of activity and
reformatting as the digital and high definition (“HD”) television, cable and
satellite delivery systems realign their operating and business models post the
analog switch off including offering additional digital channels that
individually focus on HD programming, continuous news coverage and weather
reporting, sports and special interest coverage. Now that analog broadcasting
has officially been turned off the digital HD network broadcast operations are
being streamlined or rationalized with central casting, regional hubs and
stations and unmanned remote site transmission operations. The traditional radio
markets are retrofitting to multi band digital transmission in order to remain
competitive with satellite radio, mobile TV, multimedia and music content direct
to cell phone or mobile device offerings for automobiles, trucks, public
transport and the military.




19




We
successfully entered the telecom wireless infrastructure vertical market via a
contract with the Qualcomm wholly owned subsidiary, FLO TV to deploy our Axess
software and related integration products for the control and monitoring of
their national mobile TV network rollout. This is the largest transmission
network of its type in the world based on the Qualcomm developed “FLO” encoding
and compression technology for multiple channels of live TV and multimedia
content directly to cell phone and mobile wireless devices.




At this
point, FLO TV is providing the “FLO” mobile TV and multimedia platform (the “FLO
Platform”) directly to the Verizon and AT&T cellular subscriber base as well
as FLO TV’s portable touchscreen television. From the FLO TV network operations
center in San Diego, our Platform controls and manages all the remote sites
throughout the USA to optimize the FLO Platform transmission performance and
customer satisfaction. We anticipate that the FLO mobile TV platform will be
adopted by additional wireless operators around the world, although we can offer
no assurance in this regard.




Under our
agreement with FLO TV we are licensing our Axess software and supplying
interface components for the FLO TV San Diego Network Operation Center and the
national rollout of wireless transmission sites.  Under such
agreement, Qualcomm and/or FLO TV periodically issue purchase orders to
us.  From inception to June 30, 2010, Qualcomm and/or FLO TV has
jointly purchased $7,702,009 from us.  The FLO agreement is dated
September 7, 2006 and specifies no minimum or maximum number of purchase orders
and is for an initial term of three years with extensions predicated on the
annual support agreements remaining current.  The number of FLO TV
sites is expected to increase to as many as 1,200 remote as the network expands.
We also provide support and maintenance to FLO TV renewable on an annual
basis.




We have
commenced penetrating and with adequate operating capital are poised to pursue
rapid expansion into additional vertical markets, including the wireless
telecommunications (cell phone), mobile TV, IPTV over fiber networks, microwave
telecommunications, multimedia, gaming, grid and emergency power management,
government infrastructure management, homeland security, military
communications, surveillance and other markets where centrally
controlled  network management, embedded industrial systems and wide
scale remote monitoring and control solutions are being
implemented.




We
believe our products have broad application in the wireless, landline and fiber
segments of the telecommunications industries providing network management,
alarm monitoring and remote site control, transmission, buildings and facilities
management solutions for many of the new planned networks, as well as the
upgrades and wide scale infrastructure enhancements. In developing countries,
wireless infrastructure networks are being developed as viable alternatives to
wired networks. Economic remote site management is vital for viable carrier
operations.




We expect
the wireless and infrastructure markets to experience sustained growth over the
next ten to twenty years as the carriers and infrastructure service providers
compete to provide superior and additional wide-ranging services, including
enriched video and high quality content to mobile devices, wireless broadband
and other related mobile data delivery services customers expect. We believe
that our background in the mainstream broadcast transmission industry at the
highest TV and radio network levels plus our three year involvement with
wireless technology leader Qualcomm places us in a credible position to satisfy
the operational needs of the mainstream telecommunications, wireless and
infrastructure providers for RF and content delivery, as well as overall
communications network, building and remote site management and
control.




20




Our
significant clients in the present and in the past include Qualcomm - FLO TV;
General Electric – NBC Universal & Telemundo Television Networks; CBS
Corporation Television and Radio Networks; The Walt Disney Company - ABC
Television and Radio Networks; News Corp – Fox Television; Turner
Broadcast Systems; Cox Communications; Belo Corp. Television; Australian
Government owned Air Services of Australia (the Australian equivalent to the
FAA); Tribune Company Television; and Univision Communications Television and
Radio Network. Some of our current sales channel and integration partners
include Sealevel Systems,  InfraCell, Harris Broadcast, Pixelmetrix,
Nautel Navigation, BTS Ireland and Sound Broadcast Services, Ltd.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet debt nor did we have any transactions, arrangements,
obligations (including contingent obligations) or other relationships with any
unconsolidated entities or other persons that may have material current or
future effect on financial conditions, changes in the financial conditions,
results of operations, liquidity, capital expenditures, capital resources, or
significant components of revenue or expenses.




For the Three Months Ended
June 30, 2010 and 2009




Results
From Operations




Revenues-
Revenues were $1,164,276 and $530,692 for the three months ended June 30, 2010
and 2009, respectively. The increase in revenues of approximately $634,000
is primarily due to an approximately $875,000 national monitoring solution in
2010 mitigated by a decrease in revenues of approximately $213,000 associated
with FLO TV due to the timing of the staggered national rollout of their
high-powered wireless transmission sites.  Revenues due to the
national monitoring solution represented 75% and 0% of the revenues for the
three months ended June 30, 2010 and 2009,
respectively.   Revenues to FLO TV were 15% and 73% for the three
months ended June 30, 2010 and 2009, respectively




Cost of
Sales - Cost of sales were $68,115 and $61,804 for the three months ended
June 30, 2010 and 2009, respectively. Overall gross profit percentage
increased to 94% in the three months ended June 30, 2010 compared to 88% in the
comparable prior year period due to an increase, as a percentage of sales, in
software sales and support services during the quarter.




Selling, General
and Administrative Expenses - Selling, general and administrative
expenses were $922,933 and $1,042,026 for the three months ended June 30, 2010
and 2009, respectively, a decrease of approximately $126,000.  The decrease
in selling, general and administrative expenses is attributed to a decrease in
payroll costs of approximately $165,000 which is primarily based on headcount
reductions.




Other
Income/(Expense )- Other Income/(Expense) was $1,015,601 of income and
$2,993,818 of expense for the three months ended June 30, 2010 and 2009,
respectively.  The approximately $4,009,000 income increase can be
attributed to the reduction in interest expense related to change in fair value
of warrants and conversion features granted for ratchet provisions of $5,936,000
which was due to the expense that we incurred in the three months ended June 30,
2009 related to the additional warrants and conversion features that we were
required to issue due to repricing provisions in our debenture
agreements.




We
recorded a gain on a change in the fair value of derivatives of $1,624,000 and
$4,260,000 for the three months ended June 30, 2010 and 2009,
respectively.  This gain is primarily due to the fact that our stock
price decreased during the three months ended June 30, 2010 and 2009 which made
our outstanding warrants and conversion features less valuable.




21




Net
Income/(Loss) - As a result of the above, for the three months ended
December 31, 2009, the Company recorded net income of $1,118,829 compared to a
net loss of $3,566,956 for the same period the previous year.




Liquidity
and Capital Resources




The cash
balance was $0 as of June 30, 2010 and 2009.





Net cash
used in operating activities was $163,460 and $280,349 for the three months
ended June 30, 2010 and 2009, respectively.  The use of cash in 2010
is primarily the result of paying down certain payables and in 2009 is the
primarily the result of funding the net operating loss of $3,566,956 (which
included non-cash expenses of $2,982,911).





Net cash
provided by financing activities was $163,460 and $280,550 for the three months
ended June 30, 2010 and 2009, respectively.  Net cash provided by financing
activities was primarily the result of related to the Tranche III of the
Company’s private placement of such debentures.





As of
June 30, 2010, the Company had a working capital deficiency of approximately
$9.0 Million including short-term notes payable, convertible notes payable and
accrued interest of approximately $3,791,000, net of applicable debt discount of
approximately $150,000.  We also have long-term convertible debentures
of approximately $114,000, net of an applicable debt discount of approximately
$555,000.  In addition, the Company is delinquent in remitting paytoll
taxes totaling approximately $837,000 and related penalties and interest of
approximately $258,000 and also has accrued $1,012,000 as additional
compensation (including penalties and interest) on behalf of the Chief Executive
Officer and the Chief Technology Officer related to their classification as
consultants of the Company.





In order
to continue its operations through and beyond June 2011, the Company will need
to increase revenue, repay or obtain extensions on its existing short-term debt
and possibly raise additional working capital through the sale of debt or equity
securities in addition to the completion of its placement of
debentures.





There can
be no assurance that the Company will be able to raise the capital it requires
in this time frame or at all or that it will be able to raise the capital on
terms acceptable to it. In addition, there can be no assurances that the Company
will be successful in obtaining extensions of its notes, if required or be able
to pay amounts due on payroll tax returns. If it is not successful, the Company
would seek to negotiate other terms for the issuance of debt, pursue bridge
financing, negotiate with suppliers for a reduction of debt through issuance of
stock, and/or seek to raise equity through the sale of its common stock. At this
time management cannot assess the likelihood of achieving these objectives. If
the Company is unable to achieve these objectives, the Company may be forced to
cease its business operations, sell its assets and/or seek further protection
under applicable bankruptcy laws.




Except as
provided above, the Company has no present commitment that is likely to result
in its liquidity increasing or decreasing in any material way. In addition,
except as noted above, the Company knows of no trend, additional demand, event
or uncertainty that will result in, or that is reasonably likely to result in,
the Company’s liquidity increasing or decreasing in any material way. The
Company has no material commitments for capital expenditures. The Company knows
of no material trends, favorable or unfavorable, in its capital
resources.


22




The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America and
assume that the Company will continue as a going concern.




Going
Concern




The
Company has incurred net losses of approximately $27.1 million since inception.
Additionally, the Company had a net working capital deficiency of approximately
$9.0 million at June 30, 2010. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. Primarily as a result of its recurring losses and its lack of
liquidity, the Company has received a report from its independent registered
public accountants, included with its annual report on Form 10-K for the year
ended March 31, 2010, that included an explanatory paragraph describing the
conditions that raise substantial doubt about the Company’s ability to continue
as a going concern.




Inflation
and Seasonality




Inflation
has not materially affected the Company during the past fiscal
year.  The Company’s business is not seasonal in nature.




23


Item
3 – Quantitative and Qualitative Disclosures About Market Risk.




(Not
Applicable)




Item
4T.  Controls and Procedures.




Evaluation and Disclosure
Controls and Procedures




The
Company, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures," as such term is defined in Rules
13a-15e promulgated under the Exchange Act.  Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and
procedureswere not effective as of the end of the period covered by this
report due to a material weakness identified by management relating to the lack
of sufficient accounting resources.




Based
upon its evaluation, our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has concluded there are
material weaknesses with respect to its internal control over financial
reporting as defined in Rule 13a-15(e).




The
material weaknesses identified by management relates to the lack of sufficient
accounting resources and the lack of documentation of the performance of key
controls and document retention. We have engaged outside consultants to perform
financial reporting functions and perform routine record
keeping.  Consequently, our financial reporting function is limited
which makes it difficult to report our financial information with the SEC timely
and our control environment does not provide an appropriate segregation of
duties or documentation of the performance of key controls.




In order
to correct this material weakness, the Company has hired outside consultants to
assist with financial statement preparation and reporting needs and plans to
hire internal full-time accounting personnel in the third calendar quarter of
2010.  We also intend to augment internal accounting personnel with
consultants as needed to ensure that management will have adequate resources in
order to attain complete reporting of financial information in a timely manner
and provide a further level of segregation of financial
responsibilities..




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within a company have been detected. Such limitations include the fact
that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures, such as simple errors or
mistakes or intentional circumvention of the established process.




Changes in Internal Controls
Over Financial Reporting




There
were no changes to the internal controls during the quarter ended June 30, 2010
that have materially affected or that are reasonably likely to materially affect
the internal controls over financial reporting.




24


PART
II - OTHER INFORMATION




Item
      1.
            Legal
      Proceedings




Not
Applicable




Item
      1A.
            Risk
      Factors




Not
Applicable





Item
      2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds





Between
April 1 and June 30, 2010, the Company sold Debentures to investors as
follows:





•
            The
      Company issued an additional $195,960 principal amount of the Debentures
      and received net proceeds of $163,300 related to Tranche III of the
      private placement of such Debentures. In connection with the Debentures,
      the Company issued five-year warrants to purchase 783,840 shares of common
      stock at $0.50 per share. The Debentures are convertible into common stock
      at $0.25 per share.





Item
      3.
            Defaults
      Upon Senior Securities.





Not
Applicable




Item 4.
            Submission
      of Matters to a Vote of Security
Holders.





Not
Applicable




Item 5.
            Other
      Information.




Not
Applicable




25





Item
      6.
            Exhibits(a)
            Exhibits31.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to Section 302 of
      the Sarbanes Oxley Act of 2002.31.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 302 of
      the Sarbanes Oxley Act of 2002.32.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002.32.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002




26




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.




Date:
      August 18, 2010
                /s/Geoffrey P. Talbot/s/Name:
      Geoffrey P. TalbotTitle:  Chief Financial
Officer




27




EXHIBIT
INDEX





Exhibit
            Description31.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.




28