UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2010

Commission file number: ~~0896898~~000-09459

U.S. AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

~~Delaware~~	~~0610345787~~
Delaware (State or other jurisdiction of incorporation or organization)		0610345787 (I.R.S. Employer Identification Number)

10291 Trademark Street

Rancho Cucamonga, CA 91730

~~(Address~~
(Address of principal executive offices)

(909) 477-6504

(Registrant’s telephone number, including area code)

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. Yesxþ Noo

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). Yeso Nooþ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).


Large accelerated filero		Accelerated filero
	Non-accelerated filero		Smaller reporting companyxþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noxþ

As of ~~August 23,~~December 15, 2010, the Company had ~~27,977,640~~36,287,625 shares of common stock, $0.10 par value, issued and outstanding.

U.S. AEROSPACE, INC.

INDEX


	Page No.

Forward Looking Statements		1

PART I -— FINANCIAL INFORMATION

Item 1. Financial Statements	4	F-1

Condensed Consolidated Balance Sheets ~~- June~~— September 30, 2010 (Unaudited) and December 31, 2009	4	F-1

Condensed Consolidated Statements of Operations (Unaudited) -		F-3

~~Six~~Three and Nine Months Ended ~~June~~September 30, 2010 and 2009	5	F-3

Condensed Consolidated Statements of Cash Flows (Unaudited) -		F-5

~~Six~~Nine Months Ended ~~June~~September 30, 2010 and 2009	6	F-5

Notes to Condensed Consolidated Financial Statements	7	F-7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	2

Item 3. Quantitative and Qualitative Disclosures About Market Risk	27	5

Item 4T. Controls and Procedures	27	6

PART II -— OTHER INFORMATION

Item 1. Legal Proceedings	29	7

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30	8

Item ~~3. Defaults Upon Senior Securities~~5. Other Information	30	8

Item ~~5. Other Information~~6. Exhibits	30	8

~~Item 6. Exhibits~~ SIGNATURES	31	8

~~SIGNATURES~~
31Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. These statements are generally accompanied by words such as “intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash, research results, competition from other similar businesses, and market and general economic factors. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this ~~Quarterly Report on Form 10-Q.~~report.

Part I -— Financial Information

~~ITEM 1.~~


ITEM 1.		FINANCIAL STATEMENTS

U.S. AEROSPACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~June~~September 30, 2010 and December 31, 2009

Unaudited


	September 30,		December 31,
	2010		2009
ASSETS
Current Assets
Cash	$	76,012	$	57,422
Accounts receivable, net of allowances of $30,000 and $30,000		268,278		63,120
Prepaid expenses and other current assets		11,991		200
Deferred financing costs, current portion, net		4,888		150,251
Current assets of discontinued operations		—		405,813


Total current assets		361,169		676,806

Property and equipment, net		832,579		605,943
Goodwill		2,401,342		2,359,121
Other intangible assets, net		1,285,713		1,446,429
Deferred financing costs, long-term portion		—		92,338
Noncurrent assets of discontinued operations		—		262,711


Total Assets	$	4,880,803	$	5,443,348


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities		2,072,501		1,985,106
Derivative liability		—		48,378
Dividends payable		240,712		204,600
Capital lease obligations		822,294		743,381
Loan payable and accrued interest, net of discount of $0 at September 30, 2010 and $10,003 at December 31, 2009		—		145,563
Notes payable and accrued interest		605,684		115,544
Notes payable to related parties and accrued interest				545,356
Convertible notes payable and accrued interest , net of discounts of $0 at September 30, 2010 and $1,350,164 at December 31, 2009		7,262,869		4,341,613
Current Liabilities of discontinued operations		—		2,038,150


Total Liabilities		11,004,060		10,167,691

F-1

   (Unaudited)
   June 30, December 31,
   2010 2009
ASSETS

Current Assets
Cash $ 28,141 $ 157,633
Accounts receivable, net of allowance for doubtful accounts of $30,000 at June 30, 2010 104,861 71,120
Loan receivable from employees 33,278 -
Inventories 262,462 284,339
Costs and estimated earnings in excess of billings on uncompleted contracts 24,066 5,725
Deferred financing costs, current portion 36,532 150,251
Prepaid expenses and other current assets
239,196

7,738

Total current assets 728,536 676,806

Property and equipment, net 964,587 716,864
Goodwill 2,401,342 2,359,121
Other intangible assets, net 1,339,285 1,446,429
Deferred financing costs, long-term portion 83,550 92,338
Other assets
151,790

151,790

Total Assets
$
5,669,090

$
5,443,348

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Bank overdraft $ 20,831 $ 7,515
Accounts payable and accrued liabilities 5,244,373 3,856,316
Derivative liability - 48,378
Dividends payable 217,900 204,600
Billings in excess of costs and estimated earnings on uncompleted contracts - 149,849
Capital lease obligations 918,881 752,957
Loan payable and accrued interest, net of discount of $0 at June 30, 2010
and $10,003 at December 31, 2009 - 145,563
Notes payable and accrued interest 27,095 115,544
Notes payable to related parties and accrued interest 580,644 545,356
Convertible notes payable and accrued interest , net of discounts of $391,593 at
June 30, 2010 and $1,350,164 at December 31, 2009 5,367,867 4,341,613

Total Liabilities
12,377,591

10,167,691

Commitments and Contingencies

Stockholders' Deficit
Cumulative, convertible, Series B preferred stock, $1 par value,
15,000,000 shares authorized, no shares issued and outstanding
(liquidation preference of $25 per share) - -
Cumulative, convertible, Series C preferred stock, $1 par value,
75,000 shares authorized, 26,880 shares issued and outstanding
(liquidation preference of $672,000 at June 30, 2010 and December 31, 2009) 26,880 26,880
Cumulative, convertible, Series D preferred stock, $25 par value,
75,000 shares authorized, 11,640 shares issued and outstanding
(liquidation preference of $495,600 at June 30, 2010 and December 31, 2009) 291,000 291,000
Common stock, $0.10 par value, 250,000,000 shares authorized;
24,977,640  shares issued and outstanding
at June 30, 2010 and 22,430,211 at December 31, 2009 2,500,465 2,243,022
Deferred equity compensation ) (29,169 )
Notes receivable from stockholders (584,691 ) (584,691 )
Additional paid-in capital 21,399,194 20,167,283
Accumulated deficit
(30,341,349
)
(26,838,668
)

Total Stockholders' Deficit
(6,708,501
)
(4,724,343
)

Total Liabilities and Stockholders' Deficit $ 5,669,090 $ 5,443,348


	September 30,			December 31,
	2010			2009
Commitments and Contingencies

Stockholders’ Deficit
Cumulative, convertible, Series B preferred stock, $1 par value, 15,000,000 shares authorized, no shares issued and outstanding (liquidation preference of $25 per share)		—			—

Cumulative, convertible, Series C preferred stock, $1 par value, 75,000 shares authorized, 26,880 shares issued and outstanding (liquidation preference of $672,000 at September 30, 2010 and December 31, 2009)		26,880			26,880

Cumulative, convertible, Series D preferred stock, $25 par value, 75,000 shares authorized, 11,640 shares issued and outstanding (liquidation preference of $508,900 at September 30, 2010 and $495,600 at December 31, 2009)		291,000			291,000

Cumulative, convertible, Series E preferred stock, $1.00 par value, 5,000,000 shares authorized, 383,793 shares issued and outstanding (liquidation preference of $3,838 at September 30, 2010)		383,793			—

Common stock, $0.10 par value, 250,000,000 shares authorized; 35,887,625 shares issued and outstanding at September 30, 2010 and 22,430,211 at December 31, 2009		3,588,764			2,243,022

Deferred equity compensation					(29,169	)
Notes receivable from stockholders		—			(584,691	)
Additional paid-in capital		33,113,068			20,167,283
Accumulated deficit		(43,526,762	)		(26,838,668	)


Total Stockholders’ Deficit		(6,123,257	)		(4,724,343	)


Total Liabilities and Stockholders’ Deficit	$	4,880,803		$	5,443,348

See accompanying notes to the condensed consolidated financial statements.

F-2

U.S. AEROSPACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2010 and 2009

~~(Unaudited)~~Unaudited


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Net revenues	$	660,144			—		$	1,434,344			—

Cost of sales		325,367			—			869,522			—


Gross profit (loss)		334,777			—			564,822			—


Operating expenses:
Consulting and other compensation		348,124			64,240			2,333,860			85,411
Sale, general and administrative		380,637			1,926			422,729			23,114
Salaries and related		249,173			—			529,740			—
Impairment of an intangible asset		11,513,790			—			11,513,790			—

Total operating expenses		12,491,724			66,166			14,800,199			108,525


Operating loss from continuing operations		(12,156,947	)		(66,166	)		(14,235,297	)		(108,525	)


Other income (expenses), net:
Other income		—			—			109,153			—
Gain on write-off of accounts payable		—			—			15,507			5,680
Gain on disposal of assets		—			—			196,779			—
Gain (loss) on valuation of derivative liabilities		—			(19,649,947	)		(11,253	)		(21,225,850	)
Interest expense		(503,050	)		(1,064,798	)		(2,994,094	)		(2,685,653	)


Total other expenses, net		(503,050	)		(20,714,745	)		(2,683,908	)		(23,905,823	)


Loss from continuing operations	$	(12,659,997	)		(20,780,911	)		(16,919,205	)		(24,014,348	)


Discontinued operations:
Loss from operations of discontinued operations		—			(535,532	)		(905,569	)		(835,721	)

Gain on disposal of discontinued operations		1,172,793			—			1,172,793			—

Net income (loss) from discontinued operations, net of tax		1,172,793			(535,532	)		267,224			(835,721	)

F-3

For the Three Months Ended
June 30,

For the Six Months Ended
June 30,

2010 2009 2010 2009

Net revenues $ 694,315 $ 1,359,630 $ 1,252,005 $ 2,414,332

Cost of sales 592,864 1,193,730 1,285,512 2,012,623

Gross profit (loss) 101,451 165,900 (33,507 ) 401,709

Operating expenses:
Consulting and other compensation 258,217 77,158 456,565 139,773
Salaries and related 233,386 83,409 507,402 236,496
Selling, general and administrative 265,039 135,967 663,777 367,988

Total operating expenses 756,642 296,534 1,627,744 744,257

Operating loss (655,191 ) (130,634 ) (1,661,251 ) (342,548 )

Other income (expenses), net:
Other income 164,267 164,267
Gain on write-off of accounts payable 5,681 5,332 5,681
Gain on disposal of assets - 190,754 -
Gain (loss) on valuation of derivative liabilities 225,075 (11,253 ) (1,575,903 )
Interest expense (1,204,023 ) (952,461 ) (2,177,229 ) (1,620,856 )

Total other expenses, net (1,039,756 ) (727,386 ) (1,828,129 ) (3,191,078 )

Net loss $ (1,694,947 ) $ (858,020 ) (3,489,380 ) $ (3,533,626 )

Preferred Stock Dividends (13,300 ) (41,275 ) (13,300 ) (41,275 )
Net loss applicable to common stockholders (1,708,247 ) (899,295 ) (3,502,680 ) (3,574,901 )

Basic and diluted net loss available to common stockholders per common share $ (0.07 ) $ (0.06 ) (0.15 ) $ (0.23 )

Basic and diluted weighted average common shares outstanding 24,237,214 15,344,654 24,117,622 15,344,654


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Net income (loss)		(11,487,204	)		(21,316,443	)		(16,651,981	)		(24,850,069	)


Preferred Stock Dividends		(22,812	)		—			(36,112	)		(41,275	)


Net income (loss) applicable to common stockholders		(11,510,016	)		(21,316,443	)		(16,683,093	)		(24,891,344	)

Basic and diluted loss from continuing operations per common share		(0.45	)		(1.35	)		(0.66	)		(1.57	)
Basic income (loss) from discontinued operations per common share		0.04			(0.04	)		0.01			(0.05	)

Diluted income (loss) from discontinued operations per common share		0.00			(0.04	)		0.00			(0.05	)

Basic and diluted net income (loss) available to common shareholders per common share		(0.41	)		(1.39	)		(0.65	)		(1.62	)

Basic weighted average common shares outstanding		28,367,095			15,358,665			25,549,679			15,358,665

Diluted weighted average common shares outstanding		367,181,783			15,358,665			364,364,367			15,358,665

See accompanying notes to the condensed consolidated financial statements.

F-4

U.S. AEROSPACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2010 and 2009

~~(Unaudited)~~Unaudited


	For the Nine Months Ended
	September 30,
	2010			2009
Cash flows from operating activities:
Net loss		(16,651,981	)		(24,850,068	)
Adjustments to reconcile net loss to net cash used in operating activities:
Results of discontinued operations		905,569			835,721
Gain on disposal of assets of discontinued operations		(1,172,793	)		—
Depreciation and amortization		363,044			62,032
Impairment of Intangible asset		11,513,790			—
Gain on write-off of accounts payable		(15,507	)		(5,680	)
Gain on disposal of assets		(196,779	)		—
Loss on settlement of loan payable		21,434			—
Amortization of deferred financing costs		237,701			337,384
Amortization of stock-based consulting fees		338,649			54,999
Amortization of debt discount		1,980,121			1,901,039
Estimated fair value of common stock issued in satisfaction of liability		1,500,000			—
Estimated fair value of common stock and options issued for services		319,319			365,520
Warrants issued in connection with debt exchange		—			80,000
Loss on valuation of derivative liabilities		11,253			21,225,850
Changes in operating assets and liabilities		413,669			980

Net cash provided by (used in) operating activities of continuing operations		(432,511	)		7,777

Net cash used in operating activities of discontinued operations		(196,202	)		(867,019	)


Net cash used in operating activities		(628,713	)		(859,242	)


Cash flows from investing activities:
Fixed assets					(6,698	)
Contribution from partner		50,000			—

Net cash provided by (used in) investing activities:		50,000			(6,698	)


Cash flows from financing activities:
Bank overdraft		—			4,873
Proceeds from issuance of convertible notes payable, net		850,000			853,000
Principal payments on notes payable to related parties		(2,600	)		—
Proceeds from issuance of notes payable to related parties		44,138			—
Principal payments on notes payable and capital leases		(294,235	)		(20,668	)


Net cash provided by financing activities		597,303			837,205


Net (decrease) increase in cash		18,590			(28,7359	)


Cash at beginning of period		57,422			31,889

Cash at end of period	$	76,012		$	3,154

F-5

For the Six Months Ended June 30,
2010 2009

Cash flows from operating activities:
Net loss $ (3,489,380 ) $ (3,533,626 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 300,056 34,681
Gain on write-off of accounts payable (5,332 ) (5,681 )
Gain on disposal of assets (196,781 ) -
Amortization of deferred financing costs 122,506 233,712

Amortization of stock-based consulting fees 193,301 37,500

Amortization of debt discount 1,672,548 1,136,035
Estmated fair value of common stock issued for services 306,326 35,014
Loss (gain) on valuation of derivative liabilities 11,253 1,575,903

Changes in operating assets and liabilities:
Accounts receivable (63,741 ) 225,881
Loan receivable from employees (3,278 ) -
Inventories 21,877 141,166
Costs and estimated earnings in excess of billings on uncompleted contracts (18,341 ) 355,874
Prepaid expenses and other current assets 101,,043 8,486
Accounts payable, accrued liabilities and accrued interest 773,574 281,520
Billings in excess of costs and estimated earnings on uncompleted contracts (149,849 ) (1,303,946 )

Net cash used in operating activities (424,218 ) (777,481 )

Cash flows from financing activities:
Bank overdraft 13,317 29,224
Proceeds from issuance of convertible notes payable, net 570,000 730,000
Principal payments on notes payable to related parties (6,105 ) -
Proceeds from issuance of notes payable to related parties 44,138 -
Principal payments on notes payable and capital leases (326,624 ) (13,632 )

Net cash provided by financing activities 294,726 745,592

Net (decrease) increase in cash (129,492 ) (31,889 )

Cash at beginning of period 157,633 31,889

Cash at end of period $ 28,141 $ -

Supplemental schedule of cash flow information:
Interest paid $ 20,862 $ -

Supplemental disclosure of non-cash financing and investing activities:
Debt discount recorded on convertible notes payable $ 625,000 $ 479,752

Conversion of convertible notes payable $ 25,600 $ -

Purchase of property and equipment through capital lease $ 479,488 $ -

Payment of accounts payable with proceeds from convertible notes payable $ 55,000 $ -

Estimated fair value of warrants issued in connection with consulting service agreement $ 420,000 $ -

Reclassification of the estimated fair value of warrants from derivative liabilities to additional paid-in capital $ 59,631 $ -

Addition to goodwill for adjustment in net liabilities assumed in acquisition $ 42,221 $ -
Accrued cumulative dividends on preferred stock $ 13,300 $ 41,275


	For the Nine Months Ended
	September 30,
	2010		2009
Supplemental schedule of cash flow information:
Interest paid	$	36,700	$	—


Supplemental disclosure of non-cash financing and investing activities:
Debt discount recorded on convertible notes payable	$	625,000	$	588,695


Conversion of convertible notes payable	$	25,600	$	—


Purchase of property and equipment through capital lease	$	479,488	$	—


Payment of accounts payable with proceeds from convertible notes payable	$	125,000	$	—


Repayment of loan payable with proceeds from convertible notes payable	$	150,000	$	—


Estimated fair value of warrants issued in connection with consulting service agreement	$	420,000	$	—


Reclassification of the estimated fair value of warrants from derivative liabilities to additional paid-in capital	$	59,631	$	—


Reclassification of the estimated fair value of non-employee options and warrants to derivative liability	$	—	$	129,524


Cumulative effect to retained earnings due to reclassification of non-employee options and warrants to derivative liability	$	—	$	707,474


Addition to goodwill for adjustment in net liabilities assumed in acquisition	$	42,221	$	—


Accrued cumulative dividends on preferred stock	$	36,112	$	41,275


Issuance of preferred stock for intangible asset	$	11,513,790	$	—


Cashless exercise of warrants	$	159,999	$	—


Cashless exercise of stock options	$	73,600	$	6,591

See accompanying notes to the condensed consolidated financial statements.

F-6

U.S. AEROSPACE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 AND 2009

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

~~Organization And Nature Of Operations~~

~~On April 26, 2010 New Century Companies, Inc., a Delaware corporation changed its name to~~ U.S. Aerospace, Inc. (“U.S. Aerospace” or, collectively with its wholly-owned subsidiaries, the “Company”)~~. The Company~~ was incorporated in Delaware on August 1, 1980. Its wholly owned subsidiary, New Century Remanufacturing Inc., a California corporation (“NCR”), was incorporated in March 1996 and is located in Southern California. On October 9, 2009, the Company entered into a share exchange agreement with Precision Aerostructures, Inc. (“PAI”) ~~pursuant to which the sole shareholder of PAI agreed to transfer all capital stock of PAI to the Company~~, a California corporation, was acquired as a subsidiary on October 9, 2009 (see Note 3). ~~Collectively, U. S. Aerospace and its wholly owned subsidiaries are referred to as the “Company”. The Company is engaged in the production of~~PAI supplies aircraft assemblies, structural components, and highly engineered, ~~precision machined~~precision-machined details for commercial and military aircraft.

Effective August 27, 2010, the Company discontinued the operations and sold its unprofitable remanufacturing subsidiary, New Century Remanufacturing, Inc. (“NCR”), to the Company’s former directors, David Duquette and Josef Czikmantori, for $1 and an indemnity from all of NCR’s liabilities. As such, the Company is no longer in the machine tool business, and is focused solely on aerospace and defense.

The Company is an emerging world-class supplier on projects for the U.S. Department of Defense, ~~United States~~U.S. Air Force, ~~Lockheed Martin Corporation, The Boeing Company, L-3 Communications Holdings, Inc., the Middle River Aircraft Systems subsidiary of General Electric Company, and other aircraft manufacturers,~~prime defense contractors, aerospace companies, and ~~defense contractors. NCR also provides after-market services, including rebuilding, retrofitting and remanufacturing of metal cutting machinery~~

commercial aircraft manufacturers. The Company trades on the ~~OTC~~Over-the-Counter Bulletin Board under the symbol ~~"USAE"~~“USAE”.

Principles Ofof Consolidation

The condensed consolidated financial statements include the accounts of U.S. Aerospace and its ~~wholly owned subsidiaries, New Century Remanufacturing, Inc.~~wholly-owned subsidiary PAI and ~~PAI.~~the accounts of NCR as of August 27, 2010, the date the Company sold NCR to its former directors. All significant intercompany accounts and transactions have been eliminated in consolidation.

Segments of an Enterprise and Related Information

The Company has adopted the authoritative guidance for disclosures about segments of an enterprise and related information. The guidance requires the Company to report information about segments of its business in annual financial statements and requires it to report selected segment information in its quarterly reports issued to stockholders. The guidance also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The Company’s two reportable segments are managed separately based on fundamental differences in their operations. ~~At June~~The Company sold NCR as of August 27, 2010 and thus at September 30, 2010, the Company operated in ~~the following two~~one reportable ~~segments (see Note 10):~~

~~(a) Multiaxis~~segment, multiaxis structural aircraft components ~~and~~(see Note 9):

~~(b) CNC machine tool remanufacturing.~~

~~The Company evaluates performance and allocates resources based upon operating income. The accounting policies~~Basis of ~~the reportable segments are the same as those described in this summary of significant accounting policies.~~

7

~~Basis Of~~ Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the ~~United States~~U.S. Securities and Exchange Commission (the ~~"SEC"~~“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements and the notes hereto should be read in conjunction with the financial statements, accounting policies and notes thereto included in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC. In the opinion of management, all adjustments necessary to present fairly, in accordance with GAAP, the ~~Company's~~Company’s consolidated financial position as of ~~June~~September 30, 2010, and the consolidated results of operations and cash flows for the interim periods presented, have been made. Such adjustments consist only of normal recurring adjustments. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2010 are not necessarily indicative of the results for the full year ending December 31, 2010. Amounts related to disclosure of December 31, 2009 balances within these interim condensed consolidated financial statements were derived from the audited 2009 consolidated financial statements and notes thereto.

F-7

~~Going Concern~~

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of and ~~the~~ for the ~~three and six~~nine months ended ~~June~~September 30, 2010, the Company ~~has a~~had substantial net loss, ~~of approximately $3,489,000, an~~ accumulated deficit, ~~of approximately $30,341,000, and~~ working capital deficit, ~~of approximately $11,649,000 and was in default on several notes payable (see Note 6) and~~ had events of default on its CAMOFI and CAMHZN debt and was in default on several payables (see Note 5). These factors ~~raise~~raised substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern. The Company intends to fund ~~operations through anticipated increased sales which management believes may be insufficient to fund~~ its capital expenditures, working capital and other cash requirements ~~for the year ending December 31, 2010. Therefore,~~through ongoing operations. Any significant decrease in sales or increase in expenses may require the Company ~~will be required~~to curb operations or contemplated plans for continued growth, or to seek additional funds ~~to finance its long-term operations~~ in the form of debt ~~and~~or equity financing which the Company believes isare available to it. The successful outcome of future activities cannot be ~~determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.~~

assured. In response to these ~~problems, management~~issues, the Company has taken the following ~~actions:~~

actions since new Directors joined in April 2010:

·•

~~continued its aggressive program for selling its products;~~

Reorganized the Company under a new board of directors comprised of experts in the field of government contracting, financial, accounting, and legal


	·•	~~continued to implement plans~~	Adopted improved corporate governance procedures to further ~~reduce operating costs;~~ensure timely and accurate disclosure to stockholders and formed various committees such as, Nominating & Governance Committee, Audit Committee, and Compensation Committee


·•	~~is seeking investment capital through~~	Adopted a Code of Ethics, applicable to all Company officers, directors and employees, including senior financial officers

•		Restructured and renegotiated the ~~public~~Company’s existing debts, including a one-year extension of the senior secured debt

•		Decreased cost of operations with the divesture non-performing subsidiary NCR, and ~~private markets.~~received full indemnity on all liabilities and other issues (See Note 2)

•		Retained the assistance of outside independent financial advisors to identify and secure financial support for the Company’s business plan that focuses and defines what directions of growth should be targeted within the aerospace & defense industry, both domestically and internationally

•		Expanded the Company’s international relationships with established companies in China and Ukraine.

•		Changed the name of the Company to U.S. Aerospace, Inc., to reflect the new branding and business focus of the Company

The condensed consolidated financial statements do not include any adjustments to the carrying amounts related to recoverability and classification of assets or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Reclassifications

~~Reclassifications~~

The Company has reclassified the presentation of prior-year information to conform to the current period presentation.

~~Inventories~~

Inventories are stated at the lower of cost or net realizable value. Cost is determined under the first-in, first-out method. Inventories represent cost of work in process on units not yet under contract. Cost includes all direct material and labor, machinery, subcontractors and allocations of indirect overhead. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand and market conditions when determining obsolescence and net realizable value. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories. As of June 30, 2010, inventories consist of $24,066 of work-in-process and $262,462 of finished goods.

Revenue Recognition

The Company's revenues consist primarily of contracts with customers. The Company uses the percentage-of-completion method of accounting to account for long-term contracts pursuant to U.S. accounting standards, and, therefore, takes into account the cost, estimated earnings and revenue to date on fixed-fee contracts not yet completed. The percentage-of-completion method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term.

For contracts, the amount of revenue recognized at the consolidated financial statement date is the portion of the total contract price that the cost expended to date bears to the anticipated final cost, based on current estimates of cost to complete. Contract costs include all materials, direct labor, machinery, subcontract costs and allocations of indirect overhead.

Because contracts may extend over a period of time, changes in job performance, changes in job conditions and revisions of estimates of cost and earnings during the course of the work are reflected in the accounting period in which the facts that require the revision become known. At the time a loss on a contract becomes known, the entire amount of the estimated ultimate loss is recognized in the consolidated financial statements.

Contracts that are substantially complete are considered closed for financial statement purposes. Costs incurred and revenue earned on contracts in progress in excess of billings (under billings) are classified as a current asset. Amounts billed in excess of costs and revenue earned (over billings) are classified as a current liability.

For revenues from stock inventory, the Company follows U.S accounting standards, which outline the basic criteria that must be met to recognize revenue other than revenue on contracts, and provides guidance for presentation of this revenue and for disclosure related to these revenue recognition policies in financial statements filed with the SEC. The Company recognizes product revenue ~~from stock inventory when~~provided that (1) persuasive evidence exist of an arrangement exists, ~~title transfer~~(2) delivery to the customer has occurred, ~~or services have been performed,~~(3) the selling price is fixed or ~~readily~~ determinable and, ~~collectibility~~(4) collection is ~~probable.~~

~~The Company accounts for shipping~~reasonably assured. Delivery is considered to have occurred hen title and ~~handling fees and costs in accordance with U.S. accounting standards. Shipping and handling fees and costs incurred by the Company are immaterial~~risk of loss have transferred to the ~~operations of the Company and are included in cost of sales.~~customer.

F-8

In accordance with U.S. accounting standards, revenue is recorded net of an estimate for markdowns and price concessions. Such reserve is based on management's evaluation of historical experience, current industry trends and estimated costs. As of June 30, 2010, the Company estimated the markdowns and price concessions and concluded amounts are immaterial and did not record any adjustment to revenues.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management are, among others, deferred tax asset valuation allowances, realization of inventories, ~~collectibility~~collectability of receivables, recoverability of long-lived assets, accrued warranty costs, payroll and income tax penalties, the valuation of conversion options, stock options and warrants and the estimation of costs for long-term construction contracts. Actual results could differ from those estimates.

~~Warranty~~

The Company provides a warranty on certain products sold. Estimated future warranty obligations related to certain products and services are provided by charges to operations in the period in which the related revenue is recognized. At June 30, 2010 and December 31, 2009, the warranty obligation balance was approximately $136,000 and $137,000, respectively. Amounts charged to warranty expense in the accompanying condensed consolidated statements of operations was approximately $0 and $3,000 for the three and six months ended June 30, 2010 and $0 for the three and six months ended June 30, 2009, respectively.

Concentration of Credit Risks

Cash is maintained at ~~various~~one financial ~~institutions.~~institution. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts at each financial institution for up to $250,000. At times, cash may be in excess of the FDIC insured limit. The Company did not have any uninsured bank balances at ~~June~~September 30, 2010 and December 31, 2009. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risks on cash.

Accounts Receivable

The Company sells products to customers throughout the ~~United States.~~U.S. The Company’s ability to collect receivables is affected by economic fluctuations in the geographic areas served by the Company. Although the Company does not obtain collateral with which to secure its accounts receivable, management periodically reviews accounts receivable and assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure could, at times, be material to the condensed consolidated financial statements.

The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once ~~uncollectibility~~uncollectability has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required.

Management reviews the ~~collectibility~~collectability of receivables periodically and believes that the allowance for doubtful accounts ~~for the three and six months ended June~~as of September 30, 2010 and ~~the year ended~~ December 31, 2009 is adequate. ~~There was no allowance for doubtful accounts at June 30, 2010 and December 31, 2009.~~

During the three and ~~six~~nine months ended ~~June~~September 30, 2010, sales to one customer approximated ~~95%~~97% and ~~90%~~91% of net revenues. Further, there was one customer that accounted for approximately ~~86%~~98% of accounts receivable at ~~June~~September 30, 2010.

During the three and ~~six~~nine months ended ~~June~~September 30, 2009, sales to ~~two~~five customers accounted for approximately ~~46%~~95% of net revenues. At September 30, 2009, three customers accounted for approximately 95% of the accounts receivable balance.

Basic ~~And~~and Diluted Loss ~~Per~~per Common Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding for each respective year.

Common stock equivalents, representing convertible Preferred Stock, convertible debt, options and warrants totaling approximately ~~153,611,000~~348,673,806 and ~~74,320,847~~132,360,000 for ~~June~~September 30, 2010 and 2009, respectively, are not included in the computation of diluted loss from operations per share and in diluted income (loss) available to common shareholders per share as they would be anti-dilutive. However, the dilutive shares are included in the diluted income from discontinued operations per share.

F-9

Stock Based Compensation

The Company uses the fair value method of accounting for employee stock compensation cost. Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. For the three and ~~six~~nine months ended ~~June~~September 30, 2010, ~~$79,352~~$219,319 and $319,319 respectively of ~~employee and director~~ share-based compensation expense was recognized in the accompanying condensed consolidated statements of operations. For the three and ~~six~~nine months ended ~~June~~September 30, 2009, ~~$35,014~~$330,506 and ~~$0 of~~$365,520 respectively, employee share-based compensation expense was recognized in the accompanying condensed consolidated statements of ~~operation,~~

operations.

From time to time, the ~~Company's~~Company’s Board of Directors grants common share purchase options or warrants to selected directors, officers, employees, consultants and advisors in payment of goods or services provided by such persons on a stand-alone basis outside of any of the ~~Company's~~Company’s formal stock plans. The terms of these grants are individually negotiated and generally expire within five years from the grant date.

Under the terms of the ~~Company's~~Company’s 2000 Stock Option Plan, options to purchase an aggregate of 5,000,000 shares of common stock may be issued to officers, key employees and consultants of the Company. The exercise price of any option generally may not be less than the fair market value of the shares on the date of grant. The term of each option generally may not be more than five years.

In accordance with U.S. accounting standards, the Company’s policy is to adjust share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience.

The fair value of stock-based awards to employees and directors is calculated using the Black-Scholes option pricing model, even though the model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restriction, which differ significantly from the ~~Company's~~Company’s stock options. The Black-Scholes model also requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s common stock. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

There were no plan options granted, and ~~1,200,000~~1,600,000 options were exercised or expired during the three and ~~six~~nine months ended ~~June~~September 30, 2010. There were ~~2,900,000~~3,000,000 shares available for grant at ~~June~~September 30, 2010.

F-10

All plan options outstanding have vested as of ~~June~~September 30, 2010 and are as follows:

Weighted

Average

Weighted

Remaining

Average

Contractual

Aggregate

Number

Exercise

Term in

Intrinsic

of Shares

Price

Years

Value⁽¹⁾

Vested

2,000,000

0.20

1.37

—

Weighted
Weighted Average
Average Remaining Aggregate
Number of Exercise Contractual Intrinsic
Shares Price Term in Years Value (1)

Vested 6,200,000 $ 0.13 1.92 $ -


⁽¹⁾		Represents the approximate difference between the exercise price and the closing market price of the ~~Company's~~Company’s common stock at the end of the reporting period (as of ~~June~~September 30, 2010 the market price of the ~~Company's~~Company’s common stock was ~~$0.06)~~$0.07).

The Company accounts for transactions involving services provided by third parties where the Company issues equity instruments as part of the total consideration using the fair value of the consideration received (i.e. the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. In transactions when the value of the goods and/or services are not readily determinable, the fair value of the equity instruments is more reliably measurable and the ~~counterparty~~counter party receives equity instruments in full or partial settlement of the transactions, the Company uses the following methodology:

a) For transactions where goods have already been delivered or services rendered, the equity instruments are issued on or about the date the performance is complete (and valued on the date of issuance).

b) For transactions where the instruments are issued on a fully vested, non-forfeitable basis, the equity instruments are valued on or about the date of the contract.

c) For any transactions not meeting the criteria in (a) or (b) above, the Company re-measures the consideration at each reporting date based on its then current stock value.

From time to time, the Company issues warrants to employees and to third parties pursuant to various agreements, which are not approved by the shareholders.

Non-Plan Options

On April 7, 2010, the Company issued 10,000,000 stock options that were not under the 2000 Stock Option Plan. These options were issued to newly hired non-employee directors and to a marketing consultant. The options have an exercise price of $0.13 per share and a term of five years, with a weighted average remaining life of 4.77 years, One half of the options vest at the end of the first year and one half of the options vest at the end of the second year. The fair value of the options at grant date was approximately $1,273,000 which is being amortized into compensation expense over the vesting period. At ~~June~~September 30, 2010, ~~$159,183~~$265,208 was expensed.

A ~~Black Scholes~~Black-Scholes model was used to calculate the fair value with the following parameters: stock price of $0.13 per share, exercise price of $0.13 per share, risk free rate of 3.52%, stock volatility of 204.39% and no dividend.

Deferred Financing Costs

Direct costs of securing debt financing are capitalized and amortized over the term of the related debt. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to operations. During the three and ~~six~~nine months ended ~~June~~September 30, 2010 the Company amortized approximately ~~$61,000~~$18,955 and ~~$122,000,~~$140,955, respectively, of deferred financing costs to interest expense in the accompanying condensed consolidated statements of operations. During the three and ~~six~~nine months ended ~~June~~September 30, 2009 the Company amortized approximately ~~$117,000~~$103,000 and ~~$234,000,~~$337,000, respectively, of deferred financing costs to interest expense in the accompanying condensed consolidated statements of operations.

F-11

Fair Value Measurements

U.S. accounting standards require disclosure of a fair-value hierarchy of inputs the Company uses to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities. For the Company, Level 1 inputs include quoted prices on the Company’s securities that are actively traded.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly. For the Company, Level 2 inputs include assumptions such as estimated life, risk free rate and volatility estimates used in determining the fair values of the Company’s option and warrant securities issued.

Level 3: Unobservable inputs for the asset or liability. Level 3 inputs may be required for the determination of fair value associated with certain nonrecurring measurements of nonfinancial assets and liabilities. The Company does not currently present any nonfinancial assets or liabilities at fair value.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company does not have any liabilities that are measured at fair value as of ~~June~~September 30, 2010.

The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the ~~six~~nine months ended ~~June~~September 30, ~~2009.~~20010.

Accounting for Derivative Instruments

In connection with the issuance of certain convertible notes payable (see Note 5), the notes had conversion features that the Company determined were embedded derivative instruments. The Company issued warrants in connection with a loan payable (see Note 6)5) that had an anti-dilution provision which caused the warrants to be a derivative instrument. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related warrants at their fair values as of the inception date of the note and warrant agreements and at fair value as of each subsequent balance sheet date.

For all of the derivative instruments, any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.

As discussed in Note 5, effective December 31, 2009, CAMOFI and CAMHZN removed the variability of the conversion feature of their notes, fixing the conversion price at the then conversion price of $0.04 per share. In addition, CAMOFI and CAMHZN also removed the variability of the exercise price of their outstanding warrants. As a result, the fair values of the variable conversion feature ($11,190,904) of the notes and the related warrants ($747,381) were reclassified to additional paid-in capital on December 31, 2009.

AsAlso as discussed in Note 6,5, effective January 31, 2010, the variability feature of the exercise price of the outstanding warrants issued to Micro Pipe were removed. As a result, the fair value of the warrants of $59,631 was reclassified to additional paid-in capital on January 31, 2010.

During the ~~periods~~nine months ended ~~June~~September 30, 2010 and 2009, the Company recognized other expense of $11,253 and ~~$1,575,903,~~$21,225,850, respectively, related to recording derivative liabilities at fair value. At ~~June~~September 30, 2010 and December 31, 2009, the derivative liability balance was $0 and $48,378, respectively.

Beneficial conversion feature and warrant-related derivatives were valued using the Black-Scholes Option Pricing Model with the following assumptions during the period ended ~~June~~September 30, 2010: dividend yield of 0%; volatility of 204% and a risk free interest rate of 0.13% for the beneficial conversion feature and 3.77% for the warrants.

F-12

The following table summarizes the activity related to the derivative liability during the period ended ~~June~~September 30, ~~2010:~~2010 at which time the liability is 0:


Derivative liability — December 31, 2009	$	48,378
Derivative liability reduced for reclassification of warrants to equity		(59,631	)
Change in fair value of derivative liability		11,253
Total derivative liability — September 30, 2010	$	0

Derivative liability – December 31, 2009 $ 48,378
Derivative liability reduced for reclassification of warrants to equity (59,631 )

Change in fair value of derivative liability 11,253
Total derivative liability – June 30, 2010 $ -

Accounting for Debt Issued with Detachable Stock Purchase Warrants and Beneficial Conversion Features

The Company accounts for debt issued with stock purchase warrants by allocating the proceeds of the debt between the debt and the detachable warrants based on the relative fair values of the debt security without the warrants and the warrants themselves, if the warrants are equity instruments. The relative fair value of the warrants are recorded as a debt discount and amortized to expense over the life of the related debt using the effective interest method which approximates the straight-line amortization method. At each balance sheet date, the Company makes a determination if these warrant instruments should be classified as liabilities or equity, and ~~reclassify~~reclassifies them if the circumstances dictate.

In certain instances, the Company enters into convertible notes that provide for an effective or actual rate of conversion that is below market value, and the embedded conversion feature does not qualify for derivative treatment (a “BCF”). In these instances, we account for the value of the BCF as a debt discount, which is then amortized to expense over the life of the related debt using the effective interest method, which approximates the straight-line amortization method (see Note 5).

Significant Recent Accounting Pronouncements

In January 2010, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued an update to its accounting guidance regarding fair value measurement and disclosure. The guidance affects the disclosures made about recurring and non-recurring fair value measurements. This guidance is effective for annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. Early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its condensed consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

2. ANTONOV STRATEGIC COOPERATION AGREEMENT

~~2. CONTRACTS IN PROGRESS~~On July 1, 2010, the Company entered into an Agreement and Plan of Merger with Antonov USA, pursuant to which it issued to American Defense Investments, LLC and TUSA Acquisition Corporation an aggregate of 383,793 shares of Series E Convertible Preferred Stock, each of which is convertible into 500 shares of our common stock, and votes together with the common stock as a single class on an as-converted basis. Additionally, the preferred stock has non-dilution protection for subsequent issuances of common stock, including any conversion of currently outstanding warrants and convertible debt. As a result of the merger, the Company acquired their company, Antonov USA. The only identifiable asset of Antonov USA was a relationship with Antonov Company, which would have allowed the Company to submit bids for contracts relating to the KC-X Tanker Modernization Program. Management used its judgment in estimating the value of the preferred shares and the value of the relationship acquired in the merger.

As a result of the above, on July 1, 2010, the Company entered into a Strategic Cooperation Agreement with Antonov Company. Established in 1946, Antonov is a state-owned commercial company in Kiev, Ukraine, where it operates Antonov Airlines, Antonov Airport and is responsible for the design and manufacturing of dozens of different types of aircraft, including the world’s first and second largest aircraft, the AN-225 Mriya and AN-124 Condor strategic airlifters, and the AN-148 and AN-158 commercial airliners.

F-13

On July 9, 2010, the Company submitted a response to the Request for Proposal from the U.S. Air Force for the KC-X Tanker Modernization Program. If the Company’s bid was successful, the aircraft components would have been built by Antonov Company in Ukraine, with final assembly by us in the U.S. The U.S. Air Force claimed that the bid was untimely and failed to consider it. On August 2, 2010, the Company submitted a bid protest to the General Accounting Office (“GAO”). On October 6, 2010, the GAO denied Company’s bid protest. After comprehensive discussions of the Government Accountability Office’s decision, including the advice of counsel, the new management of the Company has determined that it will not continue to pursue its bid to supply the U.S. Air Force with its next generation of aerial refueling tankers.

~~Contracts~~Management performed its assessment of the fair value of the relationship with Antonov Company at September 30, 2010. In this undertaking, management analyzed the projected cash flow from the assets discounted at appropriate rates, the length of time to full development of the cash flow potential and the current recessionary state of the world-wide economy. Management determined after this analysis that it was appropriate to record an impairment charge equal to the net book value of the Strategic Cooperation Agreement with Antonov.

3. DISCONTINUED OPERATIONS AND SALE OF NCR

Effective August 27, 2010, the Company discontinued operations and sold the unprofitable remanufacturing subsidiary, New Century Remanufacturing, Inc. (“NCR”), to our former directors, David Duquette and Josef Czikmantori, for $1 and an indemnity from all of NCR’s liabilities. As such, we are no longer in ~~progress which include completed contracts not completely billed approximate~~ the ~~following~~machine tool business and are focused solely on aerospace and defense.

NCR had no operations during the three months ended September 30, 2010 as the facility was effectively idled. During the nine months ended September 30, 2010, NCR had revenues of $407,805, cost of good sold of $741,356, SG&A expenses of $642,018 producing a loss from operations of $905,569.

During the three and nine months ended September 30, 2009, NCR had revenues of $644,609 and $3,058,941 respectively, cost of goods sold of $653,060 and $2,665,683 respectively, SG&A expenses of $593,247 and $1,337,504 respectively producing a loss from operations of $601,698 and $944,246 respectively.

As of the sale date, August 27, 2010, NCR had current assets of $311,503, total assets of $615,573, and current and total liabilities of $2,373,000 (see table in this Note 2). As of September 30, 2009, NCR had $905,782 in current assets, $1,129,198 in total assets, and $5,772,207 in current and total liabilities.

The Company recorded a gain of approximately $1.2 million based on the sale of the net liabilities of NCR. The operations associated with NCR and the gain on sale will be classified as income (loss) from discontinued operations subsequent to the date of sale. Prior to reclassification, the operations associated with this transaction were classified into our “CNC machine tool remanufacturing” segment. Summarized balance sheet information for NCR as of ~~March 31,~~August 27, 2010 ~~and December 31, 2009:~~is set forth below:


NCR Disposition
Cash	0
Inventories	262,462
Other current assets	49,041

Total current assets	311,503
Property and equipment, net	69,619
Other non-current assets	234,451
Total Assets of NCR	615,573
Accounts payable and accrued expenses	(2,373,060	)
Total liabilities of NCR	(2,373,060	)
Shareholder Note Receivable	584,691
Net Gain from Disposition	(1,172,796	)

F-14

(Unaudited)

June
30,2010
December 31, 2009

Cumulative costs to date $ 684,000 $ 3,166,000
Cumulative gross profit to date 486,000 2,611,000

Cumulative revenue earned 1,170,000 5,777,000
Less progress billings to date (1,146,000 ) (5,921,000 )

Net over billings $ 24,000 $ (144,000 )

~~The following approximate amounts are included in the accompanying condensed consolidated balance sheets under these captions:~~

(Unaudited)
March 31, 2010 December 31, 2009

Costs and estimated earnings in excess of billings on uncompleted contracts $ 24,000 $ 6,000

Billings in excess of costs and estimated earnings on uncompleted contracts 0 (150,000 )

Net over billings $ 24,000 $ (144,000 )

3.4. ACQUISITION OF PRECISION AEROSTRUCTURES, INC.

On October 9, 2009, the Company entered into a Share Exchange Agreement ~~(the “Share Exchange Agreement”)~~ with PAI and Michael Cabral ~~(“Cabral”)~~ pursuant to which Cabral, as the sole shareholder of PAI, agreed to transfer to the Company, and the Company agreed to acquire from Cabral, all of the capital stock of PAI (the “PAI Shares”) in exchange for 5,000,000 shares of the Company’s common stock (the “NCCI shares”) with an acquisition-date fair value of $900,000 and the delivery of a promissory note of the Company (the “Note”) in the principal amount of $500,000 payable from the proceeds of any equity financing with gross proceeds of at least $2,000,000 provided that the investors in such financing permit the proceeds thereof to be used for such purpose (see Note 8).

Additionally, at such time (the “Vesting Date”) as the cumulative net income of PAI is at least $3,000,000 for the period commencing on January 1, 2010 and ending on October 9, 2012 the Company will issue to Cabral warrants (“Warrants”) to purchase 3,000,000 shares of Company common stock. The Warrants will be for a term of the earlier of three years from the Vesting Date or January 1, 2014, and shall have an exercise price of $0.10 per share. The Warrant vests immediately on the Vesting Date and the estimated acquisition-date fair value of the Warrants was $540,000 (based on the Black-Scholes option pricing model).

The Company acquired PAI to position itself for growth in the aerospace business, which is projected to grow at a 5% compounded annual rate for the next 20 years. PAI complements the Company’s machining capabilities in an industry that shows more growth in comparison to machine tooling.

The terms of the purchase were the result of arms-length negotiations. There iswas no material relationship between the Company, on the one hand, and PAI or Cabral, on the other hand.

Cabral is currently our President and a member of our Board of Directors

The pro forma combined historical results, as if PAI had been acquired as of January 1, 2009, are estimated as follows (unaudited):


							Three Months			Nine Months
	Three Months Ended June			Six Months Ended			Ended			Ended
	30, 2009			June 30, 2009			September 30, 2009			September 30, 2009
Net revenues	$	1,663,019		$	2,851,116		$	898,283		$	3,751,581
Net loss	$	(999,071	)	$	(3,980,142	)	$	(21,372,363	)	$	(25,945,069	)
Weighted average common share outstanding:
Basic and diluted		20,344,654			20,344,654			20,344,654			20,344,654
Loss per share:
Basic and diluted	$	(0.05	)	$	(0.20	)	$	(1.05	)	$	(1.28	)

The pro forma information has been prepared for comparative purposes only and does not purport to be indicative of what would have occurred had the acquisition actually been made at such date, nor is it necessarily indicative of future operating results.

4.5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of acquisition cost over the net assets acquired in a business combination and is not amortized. The Company allocates its goodwill to its various reporting units, determines the carrying value of those businesses, and estimates the fair value of the reporting units so that a two-step goodwill impairment test can be performed. In the first step of the goodwill impairment test, the fair value of each reporting unit is compared to its carrying value. Management reviews, on an annual basis, the carrying value of goodwill in order to determine whether impairment has occurred. Impairment is based on several factors including the ~~Company's~~Company’s projection of future undiscounted operating cash flows. If an impairment of the carrying value were to be indicated by this review, the Company would perform the second step of the goodwill impairment test in order to determine the amount of goodwill impairment, if any.

F-15

The changes in the carrying amount of goodwill for the period ended ~~March 31,~~September 30, 2010 are as follows:



Balance, December 31, 2009	$	2,359,121	$	2,359,121
Addition of goodwill for adjustment to net liabilities assumed in acquisition		42,221		42,221
Balance, June 30, 2010	$	2,401,342
Balance, September 30, 2010			$	2,401,342

The Company recorded a purchase price adjustment to goodwill of $42,221 related to the balance of capital lease obligations assumed upon acquisition in the ~~three~~nine months ended ~~March 31,~~September 30, 2010.

Identifiable intangibles acquired in connection with business acquisitions are recorded at their respective fair values. Deferred income taxes have been recorded to the extent of differences between the fair value and the tax basis of the assets acquired and liabilities assumed.

Other intangible assets consist of the following as of ~~June~~September 30, 2010:

Estimated
Useful Life (Years)

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Customer relationships Seven $ 1,500,000 $ (160,715 ) $ 1,339,285


	Estimated Useful	Gross Carrying		Accumulated			Net Carrying
	Life (Years)	Amount		Amortization			Amount
Customer relationships	Seven	$	1,500,000	$	(214,287	)	$	1,285,713
Strategic Cooperation Agreement	One	$	11,513,790	$	(11,513,790	)	$	—

Amortization of other intangible assets was ~~$53,572~~$332,769 and ~~$107,144~~$437,770 for the three and ~~six~~nine months ended ~~June~~September 30, 2010. There was no amortization for the three and ~~six~~nine months ended ~~June~~September 30, 2009. During the ~~six~~nine months ended ~~June 30,2010~~September 30, 2010 the Company did not acquire or dispose of any intangible assets.

Other intangible assets consist of the following as of December 31, 2009:


	Estimated Useful	Gross Carrying		Accumulated			Net Carrying
	Life (Years)	Amount		Amortization			Amount
Customer relationships	Seven	$	1,500,000	$	(53,571	)	$	1,446,429

Impairment of Intangible Assets

Estimated
Useful Life (Years)

Gross Carrying
Amount

Accumulated
Amortization

Net Carrying
Amount

Customer relationships Seven $ 1,500,000 $ (53,571 ) $ 1,446,429
Management performed its assessment of the fair value of the intangible assets for the nine months ended September 30, 2010. In this undertaking, management analyzed the projected cash flow from the assets discounted at appropriate rates, the length of time to full development of the cash flow potential and the current recessionary state of the world-wide economy. Management determined after this analysis that it was appropriate to record an impairment charge of $11,513,790 consisting of the net book value of the Strategic Cooperation Agreement with Antonov. This impairment charge reduces the net book value of the asset to zero.

~~5. CONVERTIBLE~~6. NOTES PAYABLE

CAMOFI AND CAMHZN 12% AND 15% Senior Secured Convertible Debt

The Company entered into various convertible debt financings with CAMOFI Master LDC (“CAMOFI”) and CAMHZN Master LDC (“CAMZHN”) prior to January 1, 2009 under the Amended 12% CAMOFI Convertible Note (“Amended 12% CAMOFI Note) and 15% CAMHZN Convertible Note (“15% CAMHZN Note”) (collectively, the “Notes”)., which mature in July 2011, as amended. As of December 31, 2008, the amounts due under the Notes to CAMOFI and CAMHZN were $2,834,281 and $750,000, respectively. In connection with the Notes, the Company issued warrants and stock to CAMOFI and warrants to CAMHZN. The debt discounts as of December 31, 2008 related to the Notes, which includes amounts for the conversion options, warrants and stock, to CAMOFI and CAMHZN were $2,089,443 and $350,090, respectively. The debt discounts as of December 31, 2009 related to the amounts borrowed prior to 2009 from CAMOFI and CAMHZN were $753,619 and $127,128, respectively. The debt discounts as of ~~June~~September 30, 2010 related to the amounts borrowed prior to 2009 from CAMOFI and CAMHZN were ~~$87,169~~$0 and ~~$13,424,~~$0, respectively.

F-16

In addition, the conversion option of the Notes and the warrants issued to CAMOFI and CAMHZN contained an anti-dilution feature, which caused these instruments to be accounted for as derivative liabilities. The derivative liabilities were accounted for at their fair values on a quarterly basis and the resulting changes in the fair value were recorded as a gain or loss in the condensed consolidated statements of operations. As discussed in Note 1, CAMOFI and CAMHZN cancelled the anti-dilution provisions of the conversion option of the Notes and the warrants effective December 31, 2009.

2009

During 2009, the Company borrowed $1,199,600 from CAMOFI and $298,400 from CAMHZN under the ~~Notes.~~Notes, which mature in July 2011, as amended. The debt discounts, which includes amounts for the conversion options, as of December 31, 2009 related to the 2009 borrowings from CAMOFI and CAMHZN were $375,535 and $93,882, respectively. The debt discounts as of ~~June~~September 30, 2010 related to the 2009 borrowings from CAMOFI and CAMHZN were ~~$36,513and $9,126, respectively.~~$0. In connection with extending the maturity date of the Notes in August 2009, the Company issued 800,000 and 200,000 warrants to CAMOFI and CAMHZN, respectively. The fair value of the warrants on the date of issuance was $80,000 and was recorded as interest expense.

In addition, the conversion option of the Notes and the warrants issued to CAMOFI and CAMHZN during 2009 contained an anti-dilution feature, which caused these instruments to be accounted for as derivative liabilities. The derivative liabilities were accounted for at their fair values on a quarterly basis and the resulting changes in the fair value were recorded as a gain or loss in the condensed consolidated statements of operations. As discussed in Note 1, CAMOFI and CAMHZN cancelled the anti-dilution provisions of the conversion option of the Notes and the warrants effective December 31, 2009.

2010

During the first ~~quarter~~nine months of 2010, the Company borrowed ~~$324,000~~$700,000 from CAMOFI and ~~$81,000~~$175,000 from CAMHZN under the Notes and recorded debt discounts related to the conversion options and warrants issued for ~~the same amounts as borrowed.~~$500,000 and $125,000 respectively. The Company received proceeds of ~~$350,000,~~$600,000, net of amounts paid directly to a ~~vendor~~lender and to vendors by the note holder. The Notes are due ~~on August 1, 2010~~in July 2011, as amended, and bear interest at 15% per annum. The debt discounts as of ~~June~~September 30, 2010 related to these borrowings from CAMOFI and CAMHZN were ~~$64,733~~$0.

On July 28, 2010, the Company issued a $250,000 convertible note to Hutton International, SPE, LLC, due on July 31, 2011 and ~~$16,183, respectively.~~

bearing an interest rate of 15%. This was half of the $500,000 15% convertible note offering, of which CAMOFI bought $200,000 of the convertible notes and CAMZHN bought $50,000 of the convertible notes.

In January 2010, the Company issued 640,000 shares of common stock to CAMOFI and CAMHZN for conversion of $20,480 and $5,120, respectively, of principal on the Notes (See Note 7).

F-17

In April and May 2010 the Company borrowed $176,000 from CAMOFI and $44,000 from CAMHZN under the Notes and recorded debt discounts related to the conversion options and warrants issued for the same amounts as borrowed. The Company received no proceeds as the $220,000 was paid directly to a lender and a vendor by the note holder. The Notes are due on August 1, 2010 and bear interest at 15% per annum. The debt discounts as of June 30, 2010 related to these borrowings from CAMOFI and CAMHZN were $65,000 and $22,000, respectively.

~~The Company has incurred events of default on the Notes.~~ The last monthly contractual payment on the CAMOFI note was made in October 2008 and no payments have been made on the CAMHZN Note which were scheduled to begin on September 1, 2008. As a result, these are events of default under the terms of the agreement. Under the terms of the agreement, if any event of default occurs, the full principal amount of the note, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become, at the note holder’s election, immediately due and payable in cash. The note holders have yet to elect to exercise the default provisions. As of ~~June~~September 30, 2010 and December 31, 2009, the principal balances and the debt discounts are presented in the Convertible Notes Table, below.


			(Unaudited)
			September 30, 2010				December 31, 2009
CONV NOTES	HUTTON		CAMOFI		CAMHZN		CAMOFI			CAMHZN
Principal	$	250,000	$	4,713,401	$	1,218,280	$	4,033,881		$	1,048,400
Discount — warrants								(38,814	)		(16,160	)
Discount — conversion options								(1,068,542	)		(204,850	)
Discount — stock issued with notes								(21,798	)		—

Notes presented net of debt discounts	$	250,000	$	4,713,401	$	1,218,280	$	2,904,727		$	827,390

(Unaudited)
June 30, 2010 December 31, 2009
CONV NOTES CAMOFI CAMHZN CAMOFI CAMHZN
Principal $ 4,513,401 $ 1,168,280 $ 4,033,881 $ 1,048,400
Discount – warrants (30,641 ) (7,690 ) (38,814 ) (16,160 )
Discount – conversion options (210,435 ) (52,820) (1,068,542 ) (204,850)
Discount – stock issued with notes (12,228 ) - (21,798 ) -
Notes presented net of debt discounts $ 4,260,097 $ 1,107,770 $ 2,904,727 $ 827,390

As of ~~June~~September 30, 2010 and December 31, 2009, the Company has recorded ~~$907,356~~$1,081,188 and $609,496, respectively, in accrued interest on the Notes.

During the three and ~~six~~nine months ended ~~June~~September 30, 2010, the Company amortized debt discounts of approximately ~~$964,000~~$313,814 and ~~$1,673,000,~~$1,980,121, respectively, to interest expense related to the Notes. During the three and ~~six~~nine months ended ~~June~~September 30, 2009, the Company amortized debt discounts of approximately ~~$751,000~~$388,000 and ~~$776,000,~~$1,901,039, respectively, to interest expense related to the Notes.

On July 27, 2010, the Company also entered into an agreement with CAMOFI and CAMHZN to extend the term of their existing notes to July 31, 2011.

~~6. LOAN AND NOTES PAYABLE~~

Micro Pipe Note Payable

On November 12, 2009, the Company entered into an agreement with Micro Pipe Fund I, LLC for the receipt of a Secured Loan of $150,000 (the “Micro Pipe Loan”). The loan accrued interest at a rate of 2% per month and matured on January 5, 2010. On the maturity date, all principal and interest was due in addition to a payment equal to 10% of the principal balance. The loan was not repaid at maturity, is currently in default and is now due on demand. The loan is secured by a secondary interest in all of the assets of the Company.

In connection with the Micro Pipe Loan, the Company granted 500,000 immediately vested five year warrants with a term of five years and an exercise price of $0.20 (“Micro Pipe Warrants”)., which were cancelled effective January 31, 2010.

~~The~~Before being cancelled, the Micro Pipe Warrants had an exercise feature that was the same as the anti-dilution provision in the CAMOFI Warrants (See Note 5). Consequently, the warrants were also treated as a derivative liability. ~~In May 2010, as part of the settlement agreement, the warrants were cancelled.~~

The Company recorded at issuance a $108,101 derivative liability for the Micro Pipe warrants. As discussed in Note 1, the anti-dilution provision of the warrants was cancelled effective January 31, 2010. As a result of the cancellation of the anti-dilution provision, the fair value of the warrant on such date ($59,631) was reclassified from derivative liability to additional paid-in capital. As of ~~March 31,~~September 30, 2010 and December 31, 2009, the fair value of the warrant derivative was determined to be $0 and $48,378, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2010, the Company recorded a change in fair value of the warrant derivative liability that resulted in a loss of $11,253, which is included in gain or loss on valuation of derivative liabilities in the accompanying condensed consolidated statements of operations.

The initial Micro Pipe Warrants derivative liability of $108,101 represented a discount from the face amount of the note payable. Such discount was amortized to interest expense over the term of the note. During the ~~six~~nine months ended ~~June~~September 30, 2010, the Company amortized the balance of $10,003 to interest expense in the accompanying condensed consolidated statements of operations.

In March 2010, the Company issued 71,429 shares of restricted common stock in lieu of penalties on its loan payable. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction. Approximately $12,000 was expensed to interest at the time of issuance and is included in the accompanying condensed consolidated statements of operations.

~~As of June 30,~~In May 2010, ~~and December 31, 2009,~~ the Company ~~had recorded $23,566 and $5,566, respectively, in accrued interest on~~repaid the Micro Pipe ~~Loan.~~

loan with proceeds from the Convertible Notes ~~Payable~~

~~Certain notes payable are in default~~issued to CAMOFI and ~~are classified as current~~to CAMZHN. In addition, the Company issued 250,000 shares of its common stock, valued at $45,000 (based on the ~~accompanying condensed consolidated balance sheets.~~

~~At June 30, 2010,~~closing market price on the ~~Company’s notes payable consisted~~effective date) in settlement of a note in the amount of $27,095 from GE Money Bank, secured with equipment, entered into in July 2007, bearing interest at 17.9% per annum, payable in monthly principal and interest installments of $1,156, maturing in June 2012, includes accrued interest and cancellation of ~~$5,807. The Company is in default on the note and the balance is due on demand.~~warrants.

F-18

7. EQUITY TRANSACTIONS

Common Stock, Preferred Stock, Warrants and Options

~~Issuance of Common Stock~~

ISSUANCE OF COMMON STOCK

In January 2010, the Company issued 150,000 shares of restricted common stock to a consultant in consideration for investor relation services rendered valued at $21,000. The consulting fees were expensed entirely at the time of issuance and are included in consulting and other compensation in the accompanying condensed consolidated statements of operations.

In January 2010, the Company issued 250,000 shares of restricted common stock to a consultant in consideration for financial consulting services rendered valued at $35,000. The consulting fees were expensed entirely at the time of issuance and are included in consulting and other compensation in the accompanying condensed consolidated statements of operations.

In January 2010, the Company issued 640,000 shares of common stock to CAMOFI and CAMHZN for conversion of $20,480 and $5,120, respectively, of principal on Convertible Notes (See Note 5).

In January 2010, the Company issued 250,000 shares of restricted common stock to the Company’s landlord in lieu of penalties for late payments due. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction. Approximately $45,000 was expensed entirely at the time of issuance and is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

In February 2010, the Company issued 100,000 shares of restricted common stock to one of the Company’s capital lease lenders in lieu of penalties for late payments due. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction. Approximately $19,000 was expensed entirely at the time of issuance and is included in interest expense in the accompanying condensed consolidated statements of operations.

In February 2010, the Company issued 100,000 shares of restricted common stock to a consultant in consideration for investor relation services rendered valued at $15,000. The consulting fees were expensed entirely at the time of issuance and are included in consulting and other compensation in the accompanying condensed consolidated statements of operations.

In March 2010, the Company issued 71,429 shares of restricted common stock in lieu of penalties on its loan payable (See Note 6).

On April 5, 2010, David Duquette and Josef Czikmantori, who were then the sole members of the board of directors of the Company, submitted to the Company’s transfer agent notice of exercise of options to purchase shares of common stock on a cashless basis. They were issued an aggregate of 736,000 shares of the Company’s common stock at an exercise price of $0, based on the purported cashless exercise of 800,000 options.

In February 2008, the Company entered into a one year contract with a third party for corporate consulting and marketing services valued at $30,000. The fee was paid in the form of 150,000 shares of the Company’s common stock and valued based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and was amortized to operating expense over the life of the agreement. During the three months and ~~six~~nine months ended ~~June~~September 30, 2009, consulting fees under this contract of $2,500 and $5,000, respectively, were amortized to consulting and other compensation in the accompanying condensed consolidated statements of operations. As of ~~June~~September 30, 2009 the balance of deferred consulting fees was fully amortized.

F-19

In June 2007, the Company entered into a ~~three year~~three-year contract with a third party for Internet public investor relations services valued at $210,000. The fee was paid in the form of 300,000 shares of the Company’s common stock and valued based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and during the three months and ~~six~~nine months ended ~~June~~September 30, 2010, $11,669 and $29,169, respectively, was amortized to consulting and other compensation in the accompanying condensed consolidated statements of operations. During the three and ~~six~~nine months ended ~~June~~September 30, ~~2009, $18,000 and $35,000 was amortized to consulting and other compensation in the accompanying condensed~~2009condensed consolidated statements of operations. At ~~June~~September 30, 2010 and December 31, 2009, the remaining deferred consulting fees totaled $0 and $29,169, respectively.

On July 27, 2010, the Company issued 1,000,000 shares of restricted common stock to a consultant in consideration for management services rendered valued at $100,000. The consulting fees were expensed entirely at the time of issuance and are included in consulting and other compensation in the accompanying condensed consolidated statements of operations.

In June 2010 the Company issued 8,310,000 shares of restricted common stock, valued at $1,500,000 to settle a claim relating to the Antonov joint venture agreement.

On September 15, 2010 CAMOFI exercised 1,199,989 and CAMHZN exercised 399,996 cashless warrants, totaling 1,599,985 of the Company common stock equaling a value of $159,999.

ISSUANCE OF PREFERRED STOCK

On July 1, 2010 the Company issued 383,793 shares of Series E Preferred Stock, $1 par value, in exchange for a Strategic Cooperation Agreement with a large, multi-national aircraft manufacturer. The Series E Preferred Stock is convertible into 500 shares of the Company’s commons stock per share of Series E Preferred Stock. The Series E Preferred Stock includes a liquidation Preference of $3,838.

STOCK OPTIONS

Under the terms of the ~~Company's~~Company’s Incentive Stock Option Plan ~~("ISOP"~~(“ISOP”), options to purchase an aggregate of 5,000,000 shares of common stock may be issued to key employees, as defined. The exercise price of any option may not be less than the fair market value of the shares on the date of grant. No options granted may be exercisable more than 10 years after the date of grant.

~~At June 30, 2010 and December 31, 2009, the Company had 2,900,000 and 1,700,000 options , respectively, available for future issuance under their ISOP equity compensation plan.~~

Under the terms of the ~~Company's~~Company’s non-statutory stock option plan ~~("NSSO"~~(“NSSO”), options to purchase an aggregate of 1,350,000 shares of common stock may be issued to non-employees for services rendered. These options are non-assignable and non-transferable, are exercisable over a five-year period from the date of grant, and vest on the date of grant.

~~As of June 30, 2010 and December 31, 2009, the Company had 650,000 options available for future issuance under their non-statutory stock option plans.~~

There were no10,000,000 options granted, ~~and 1,200,000~~800,000 options exercised orand 400,000 forfeited during the ~~six~~nine months ended ~~June~~September 30, 2010. There were no options granted, exercised or cancelled during the ~~six~~nine months ended ~~June~~September 30, 2009. The 10,000,000 options granted during the nine months ended September 30, 2010 were outside the Plan.

WARRANTS

From time to time, the Company issues warrants to employees and to third parties pursuant to various agreements, which are not approved by the stockholders.

On January 19, 2010, in connection with a 12-month strategic advisory consulting services agreement, the Company issued an immediately vested warrant to purchase 3,000,000 shares of the Company’s common stock. The warrant is for a term of seven years, and has an exercise price of $0.000001 per share. The estimated fair value of the warrants of $420,000 was capitalized as a deferred charge on the date of grant and will be amortized to operating expense ratably over the term of the consulting agreement. During the ~~six~~nine months ended ~~June~~September 30, 2010, the Company amortized ~~$87,499~~$192,500 which is included in consulting and other compensation in the accompanying condensed consolidated statements of operations.

F-20

~~In connection with~~During the quarter ended March 31, 2010, ~~Notes,~~ the Company issued CAMOFI and CAMHZN warrants to purchase a total of 976,000 and 244,000 shares, respectively, of the Company’s common stock. The warrants were issued on various dates, are immediately vested, have a term of seven years and an exercise price of $0.000001. The relative fair values of the warrants totaling $132,738 were recorded as a debt discount upon issuance (see Note 5).

In April and May of 2010, the Company issued CAMOFI and CAMHZN warrants to purchase a total of 275,000 and 260,000 shares, respectively, of the Company’s common stock. The warrants were issued on various dates, are immediately vested, have a term of seven years and an exercise price of $0.000001. The relative fair values of the warrants totaling approximately $17,600 were recorded as a debt discount upon issuance (see Note 5).

On September 15, 2010 CAMOFI exercised 1,199,989 and CAMHZN exercised 399,996 cashless warrants, totaling 1,599,985 of the Company common stock , equaling a value of $159,999.

The following represents a summary of all warrant activity for the ~~six~~nine months ended ~~June~~September 30, 2010:


	Outstanding Warrants
				Weighted
				Average		Aggregate
	Number of			Exercise		Intrinsic
	Shares			Price		Value⁽¹⁾
Outstanding at January 1, 2010		12,497,538		$	0.12	$	—
Grants⁽²⁾		4,754,545		$	0.000001	$	—
Exercise		(1,600,000	)	$	—	$	—
Cancelled		(500,000	)	$	0.20	$	—

Outstanding at September 30, 2010⁽³⁾		15,152,083		$	0.09	$	539,663

Exercisable at September 30, 2010⁽³⁾		12,152,053		$	0.08	$	539,663

Outstanding Warrants

Number of
Shares

Weighted
Average
Exercise
Price

Aggregate
Intrinsic
Value (1)

Outstanding at January 1, 2010 12,497,538 $ 0.12 $ -
Grants (2) 4,754,515 $ 0.000001 $ 285,266
Exercise - $ - $ -
Cancelled (500,000) $ 0.20 $ -
Outstanding at June 30, 2010 (3) 16,752,053 $ 0.09 $ 357,765
Exercisable at June 30, 2010 (3) 13,752,053 $ 0.09 $ 357,765


⁽¹⁾		Represents the approximate added value as difference between the exercise price and the closing market price of the ~~Company's~~Company’s common stock at the end of the reporting period (as of ~~June~~September 30, 2010, the market price of the ~~Company's~~Company’s common stock was ~~$0.06)~~$0.07).


⁽²⁾		All of the warrants issued are exercisable at ~~June~~September 30, 2010.


⁽³⁾		The warrants outstanding and exercisable at ~~June~~September 30, 2010 have a weighted-average contractual remaining life of ~~4.36~~4.14 years and ~~5.04~~5.31 years, respectively. The 3,000,000 warrants not exercisable at ~~June~~September 30, 2010 were issued in connection with the acquisition of PAI in 2009. See Note 3 for a description of the vesting terms of the warrant.

8. RELATED PARTY TRANSACTIONS

At June 30, 2010 and December 31, 2009, the Company had loans to two stockholders approximating $585,000, including accrued interest. These loans were originated in 1999 and no additional amounts have been loaned to the stockholders. The loans accrued interest at 5% and are due on demand. The Company has included the notes receivable from stockholders in stockholders’ deficit as such amounts have not been repaid during 2010 or 2009. The Company did not accrue any interest for the three months ended June 30, 2010 as it was determined that future interest amounts would be uncollectible.

~~At June~~September 30, 2010 and December 31, 2009, the Company has loans from various employees totaling ~~$80,644~~$33,050 and $39,106, respectively, which are included in notes payable to related parties in the condensed consolidated balance sheet. The loans are non-interest bearing and are due on demand.

In connection with the acquisition of PAI (see Note 3), the Company issued a promissory note to Cabral in the amount of $500,000. Interest on the note accrues at 5% per annum and all principal and interest is due only on and paid from the proceeds of any equity financing of the Company with gross proceeds of at $2,000,000 provided that the investors in such financing permit the proceeds thereof to be used for such purpose. During the three and ~~six~~nine months ended ~~June~~September 30, 2010, ~~$12,501~~$6,301 and ~~$18,750~~$18,801 of interest expense was recorded in the accompanying condensed consolidated statements of operations. ~~At June 30, 2010 and December 31, 2009, the Company has accrued $18,750 and $6,250 in interest, respectively.~~

~~During the six months ended June 30, 2010, the Company advanced funds to various employees. At June 30, 2010, the Company has a loan receivable from employees totaling $33,277.~~

9. COMMITMENTS AND CONTINGENCIES

Service Agreements

Periodically, the Company enters into various agreements for services including, but not limited to, public relations, financial consulting and manufacturing consulting. Generally, the agreements are ongoing until such time they are terminated, as defined. Compensation for services is paid either at a fixed monthly rate or based on a percentage, as specified, and may be payable in shares of the Company’s common stock. The ~~Company's~~Company’s policy is that expenses related to these types of agreements are valued at the fair market value of the services or the shares granted, whichever is more realistically determinable. Such expenses are amortized over the period of service.

F-21

Capital Lease

During the ~~three~~nine months ended ~~March 31,~~September 30, 2010, the ~~Company~~PAI purchased property and equipment under a capital lease totaling $479,488. The terms of the lease are monthly principal payments of $25,000 and interest payments of 6% per annum on the remaining principal balance beginning on February 5, 2010. The payments are due every 30 days for up to 120 days. At the end of the 120 days, ~~the Company~~PAI is required to pay the total remaining balance plus accrued interest. ~~The Company~~PAI was also required to pay $35,000 upon signing the capital lease agreement. In addition, the Company issued 100,000 shares to the lender (see Note 7)6) to settle past penalties and interest. During the three months ended September 30, 2010, the Company renegotiated this obligation reducing the monthly obligation to $15,000 and extending the maturity beyond one year.

Legal

From time to time, the Company may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations or discrimination or breach of contract actions incidental to the normal operations of the business.

Delinquent Income Taxes

At ~~June~~September 30, 2010 and December 31, 2009, ~~the Company~~PAI has accrued approximately $352,000 ~~accrued~~ related to penalties and interest in connection with delinquent income taxes related to PAI’s Federal and State income tax returns for the years ended December 31, 2007 and 2006. ~~The Company~~PAI has included the accrued amounts in accounts payable and accrued ~~liabilities.~~liabilities and the related expense in selling, general and administrative expense in the accompanying condensed consolidated statements of operations. The related returns were filed in April 2009.

Delinquent Payroll Taxes

At ~~June~~September 30, 2010 and December 31, 2009, ~~the Company~~PAI has accrued approximately ~~$1,324,000~~$1,257,000 and $1,187,000, respectively, for payroll taxes incurred but not yet remitted for employee compensation and estimated penalties and ~~interest in connection with payroll taxes incurred but not remitted related to executive compensation. The Company~~interest. PAI has included the accrued amounts in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and the related expense in salaries and related expenses in the accompanying condensed consolidated statements of operations.

~~Delinquent Sales Taxes~~

At June 30, 2010 and December 31, 2009, the Company has accrued approximately $132,000 and $127,000, respectively, for sales taxes not yet remitted and estimated penalties and interest in connection with the sales tax incurred but not yet remitted for the period October 1, 2007 to December 31, 2008 and January 1, 2008 to March 31, 2008. The Company has included the accrued amounts in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets and the related expense in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The Company has yet to file a return for the following quarterly sales tax periods.

Tax Lien

On ~~August 25,~~April 3, 2009, PAI received notice from the IRS of a federal tax lien filing for amounts totaling ~~$30,340.~~$71,713. The lien attaches to all property owned by PAI and any property ~~to be~~ acquired in the ~~future.~~

future by PAI.

22On May 19, 2010, PAI received notice from the California Employment Development Department of a state tax lien filing for amounts totaling $43,177. The lien attaches to all property owned by PAI and any property acquired in the future by PAI.

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of California. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

F-22

Employment Agreements

On September 30, 2010 the Company and its Chief Executive Officer, Mr. Worsham, entered into an employment agreement for an initial term of one year subject to mutually agreed extensions, at an annual salary of $100,000, plus cash performance bonuses upon achieving increased sales, revenues, or earnings, entering into sales or strategic cooperation agreements, or other improvements in the business or financial performance. He received options to purchase 2,000,000 shares of our common stock, half vesting over two years and half vesting upon achieving milestones and performance targets. All options vest upon death, disability or termination without cause. Mr. Worsham also agreed to our Code of Ethics and standard Indemnification Agreement for directors.

10. SEGMENT REPORTING

The Company’s operations are classified into two principal reportable segments that provide different products or services. Separate management of each segment is required because each business unit is subject to different marketing, production, and technology strategies. The Company operates in the following two reportable segments:

~~(a)~~

~~CNC machine tool remanufacturing and~~

~~(b)~~

~~Multiaxis structural aircraft components.~~

~~The Company evaluates performance and allocates resources based upon operating income. The accounting policies~~At September 30, 2010, as a result of the ~~reportable segments are~~discontinued operations of NCR (see Note 2) the ~~same as those described~~Company only operated in ~~the summary of accounting policies. Inter-segment sales are eliminated upon consolidation.~~one business segment, multiaxis structural aircraft components.

The following table summarizes segment asset and operating balances by reportable segment, has been prepared in accordance with the internal accounting policies, and may not be presented in accordance with GAAP:

Three
Months Ended/
As of
June 30,
2010

Three
Months Ended/
As of
June 30,
2009

Six
Months Ended/
As of
June 30,
2010

Six
Months
Ended
June 30,
2009

Net revenue from external customers:

CNC machine tool remanufacturing 317,758 1,359,630 $ 477,805 $ 2,414,332
Multiaxis structural aircraft components 376,557 774,200 -
        Total net revenue from external customers: 694,315 1,359,630 1,252,005 2,414,332

Operating loss:

CNC machine tool remanufacturing (517,012 ) (130,634 ) (1,318,270 ) (342,548 )
Multiaxis structural aircraft components (138,179 ) (342,981 ) -
         Total operating loss: (655,191 ) (130,634 ) (1,661,251 ) (342,548 )

Depreciation and amortization from operations:

CNC machine tool remanufacturing 26,899 20,651 152,025 34,681
Multiaxis structural aircraft components 61,768 82,790 -
        Total depreciation and amortization expense: 88,667 20,651 234,815 34,681

Interest expense:

CNC machine tool remanufacturing 1,190,518 (952,461 ) 2,128,476 1,620,856
Multiaxis structural aircraft components 13,505 48,753 -
         Total interest expense: 1,204,023 (952,461 ) 2,177,229 1,620,856

Net loss:

CNC machine tool remanufacturing (1,638,174 ) (858,020 ) (3,395,180 ) (3,533,626 )
Multiaxis structural aircraft components (56,773 ) (94,200 ) -
         Total loss from continuing operations: (1,694,947 ) (858,020 ) (3,489,380 ) (3,533,626 )

Identifiable assets:

CNC machine tool remanufacturing 808,585 1,205,254 808,585 1,205,254
Multiaxis structural aircraft components 4,860,505 4,860,505
         Total identifiable assets: 5,669,090 1,205,254 5,669,090 1,205,254

11. SUBSEQUENT EVENTS

Issuance of Common Stock

~~Strategic Cooperation Agreement~~On October 6, 2010 the Company issued as consulting fees, 400,000 shares of restricted company common stock.

KC-X Tanker Bid

On July 1,6, 2010, ~~the Company~~we entered into a Strategic Cooperation Agreement with Antonov ~~Company, a state-owned Ukraine company, providing for:~~

·	~~Participation in the KC-X Tanker Modernization Program for the U.S. Air Force~~

·	~~Bidding for projects to the U.S. Department of Defense, U.S. Air Force, and licensed U.S. defense contractors~~

·	~~Sale of Antonov aircraft, products and services in the United States~~

~~Under~~to bid on the ~~terms~~request for proposal from the U.S. Air Force for the KC-X Tanker Modernization Program. The U.S. Air Force denied our request for an extension of the ~~agreement, Antonov will be responsible for design, construction~~bidding deadline on July 8, 2010, and manufacture of aircraft. The Company will be responsible for coordinating the bidding process, negotiating and contracting with customers, and coordinating with defense sub-contractors for specialized systems.

~~Plan of Merger~~

On July 1, 2010, the Company entered into an Agreement and Plan of Merger, pursuant to which it has agreed to issue to American Defense Invesments, LLC and TUSA Acquisition Corporation an aggregate of 383,793 shares of Series E Convertible Preferred Stock, each of which is convertible into 500 shares of our common stock, and votes together with the common stock as a ~~single class on an as-converted basis, to acquire their company and its relationships with Antonov and associated goodwill. Additionally,~~result, we bid only one model of aircraft, the ~~preferred stock has non-dilution protection for subsequent issuances of common stock, including any conversation of currently outstanding warrants and convertible debt.~~

~~On July 9, 2010, we~~AN-112KC. We then submitted a response to the Request for Proposal from the U.S. Air Force for the KC-X Tanker Modernization ~~Program. If our bid is successful,~~Program which was deemed untimely by the ~~aircraft components will be built by Antonov Company in Ukraine, with final assembly by us in~~U.S. Air Force and we therefore appealed the ~~United States.~~

~~Convertible Note Issuance~~

~~Effective July 27,~~decision to the Government Accountability Office (GAO). On October 6 2010 the ~~Company obtained an aggregate of $500,000.00~~GAO has denied Company’s bid protest in financing from Hutton International SPE, LLC and our current lenders, CAMOFI Master LDC and CAMHZN Master LDC, pursuant to 15% Senior Secured Convertible Notes due July 31, 2011. The notes are convertible into shares of common stock at $0.13 per share,connection with the ~~closing sale price on July 27, 2010.~~

~~Extension~~KC-X Tanker Modernization Project. After comprehensive discussions of the ~~Maturity~~Government Accountability Office’s decision, including the advice of ~~Existing Convertible Notes~~

~~On July 27, 2010,~~counsel, the new management of the Company ~~also entered into an agreement~~has determined that it will not continue to pursue its bid to supply the U.S. Air Force with ~~CAMOFI and CAMHZN to extend the term~~its next generation of ~~their existing notes to July 31, 2011.~~aerial refueling tankers.

F-23

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


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

The following discussion should be read in conjunction with the ~~Company's~~Company’s consolidated financial statements and the notes thereto appearing elsewhere in this ~~Form 10-Q.~~Report. Certain statements contained herein that are not related to historical results, including, without limitation, statements regarding the ~~Company's~~Company’s business strategy and objectives, future financial position, expectations about pending litigation and estimated cost savings, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the ~~"Securities~~“Securities Exchange ~~Act"~~Act”) and involve risks and uncertainties. Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, there can be no assurance that such assumptions will prove to be accurate and actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, and market and general policies, competition from other similar businesses, and market and general economic factors. All forward-looking statements contained in this ~~Form 10-Q~~Report are qualified in their entirety by this statement.

OVERVIEW

U.S. Aerospace, Inc. is engaged in the production of aircraft assemblies, structural components, and highly engineered, precision machined details on projects for the U.S. Department of Defense, United States Air Force, Lockheed Martin Corporation, The Boeing Company, L-3 Communications Holdings, Inc., the Middle River Aircraft Systems subsidiary of General Electric Company, and othermajor aircraft manufacturers, aerospace companies, and defense contractors. The Company supplies structural aircraft parts for military aircraft such as the P-3 Orion, and wide-body commercial airliners such as the ~~Boeing747.~~Boeing 747.

~~The Company is~~We are an emerging world class supplier of complex structural airframe machined components and assemblies for commercial and military aircraft builders in the United States and around the world. ~~PAI specializes~~We specialize in engineering, and manufacturing of precision computerized numerical control (“CNC”) machined multiaxis structural aircraft components, with tolerances of up to +/-.0001” on ferrous and non-ferrous metals.

~~PAI’s~~Our capabilities include high speed three, four and five axis precision CNC machining of titanium, aluminum, stainless steel, and nickel-chromium-based superalloys. ~~PAI’s~~Our aircraft component products include wing ribs, stringers, spars, longerons, bulkheads, frames, engine mounts, chords, and fittings. In addition, ~~PAI designs~~we design and ~~fabricates~~fabricate tools and fixtures.

The Company continues to incur operating losses for each of the periods ended ~~June~~September 30, 2010 and 2009. This was a result of a dramatic decrease in ~~sales.~~sales for the remanufacturing business. The ~~Company's~~Company’s current strategy is to focus solely on aerospace and defense, to increase orders through current customers and sales methods, and to partner with leading aerospace and defense manufacturers throughout the world to jointly bid and supply aircraft parts and components to major defense contractors and the U.S. military. As part of this strategy, effective August 27, 2010, the Company discontinued the operations and sold its unprofitable remanufacturing subsidiary, New Century Remanufacturing, Inc. (“NCR”), to the Company’s former directors, David Duquette and Josef Czikmantori, for $1 and an indemnity from all of NCR’s liabilities. As such, the Company is no longer in the machine tool business, and is focused solely on aerospace and defense.

However, significant growth will require additional funds in the form of debt or equity, or a combination ~~thereof.~~thereof which the Company believes is available to it. The ~~Company's~~Company’s growth strategy also includes strategic mergers in addition to growing the current business. A significant acquisition will require additional financing.

HIGHLIGHTS

Since new directors joined our Board of Directors in April 2010, we have instituted a new business plan to increase our growth in the aerospace and defense business. We have sought and entered into Strategic Cooperation Agreements with leading aircraft manufacturers to jointly bid on aerospace and defense projects. In addition, we have instituted new corporate governance procedures, divested our non-profitable non-aerospace businesses, restructured existing debt and brought it current, reached arrangements with creditors to resolve prior payment issues, and obtained additional financing. These events along with other corporate issues have resulted in the following:

Reorganized the Company under a new board of directors comprised of experts in the field of government contracting, financial, accounting, and legal.

Appointed Jim Worsham, an aerospace veteran, as the Company’s Chief Executive

Adopted improved corporate governance procedures to further ensure timely and accurate disclosure to stockholders and formed various committees such as, Nominating & Governance Committee, Audit Committee, and Compensation Committee

The Board of Directors adopted a Code of Ethics, applicable to all Company officers, directors and employees, including senior financial officers

Decreased our cost of operations with the divesture our non-performing division NCR, and received full indemnity on all liabilities and eliminating all other outstanding NCR related issues

Retained the assistance of outside independent financial advisors to identify and secure financial support for our business plan that focuses and defines what directions of growth should be targeted within the Aerospace & Defense industry, both domestically and internationally.

Modified our international relationships with established companies in China and Ukraine.

Labor cost has been reduced by 20%.

Company’s executives are on an aggressive marketing campaign with existing and new component manufacturing clients to expand the core base of the Precision Aerostructures division.

Company has identified and is exploring potential acquisitions of other component manufacturers in the aerospace industry who specialize in manufacturing aerospace components with a different client base that will diversify and expand the U.S. Aerospace customer base.

RESULTS OF OPERATIONS FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2010 COMPARED TO ~~MARCH 31,~~SEPTEMBER 30, 2009.

Net Revenues. ~~The Company~~We generated net revenues of ~~$694,315~~$660,144 and ~~$1,252,005for~~$1,434,344 for the three and ~~six~~nine months ended ~~June~~September 30, 2010 ~~versus $1,359,630~~for PAI. The NCR business has been discontinued and ~~$2,414,332~~sold as of August 27, 2010 and therefore is presented as a discontinued operation (see Note 2). PAI was acquired as of October 9, 2009 (see Note 3), and therefore there is no comparable revenue for the ~~same periods of 2009 , which was a $665,315 or 49% decrease in the~~ three and nine months ~~and a $1,162,327 or 48% in the six months. The decrease is the result of lower sales due to the recession and a tighter credit market.~~ended September 30, 2009.

Gross (Loss) Profit.Gross (loss) profit for the three and ~~six~~nine months ended ~~June~~September 30, 2010, was ~~$101,451~~$334,777 and ~~$(33,507)versus a~~$564,822 for PAI. PAI was acquired as of October 9, 2009 (see Note 3), and therefore there is no comparable gross profit ~~of $165,900 and $401,709~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2009.This is a decline of $64,449 or 39% and $435,216 over the comparable periods. The decrease in gross profit is due to certain continuing fixed overhead expenses necessary to maintain the level of operations, which is not recovered because of the lower revenues.2009.

~~Operating Loss.~~ Operating loss for the three and six months ended June 30, 2010, was $655,191 and $1,661,251 compared to $130,634 and $342,548 for the three and six months ended June 30, 2009. The increase in loss of $524,557 and $1,318,703, respectively, is primarily due to an increase in operating expenses largely due to the acquisition of PAI and secondarily to the decreased revenues over the comparable periods.

~~Interest Expense and Debt Discount Amortization.~~ Interest expense for the three and six months ended June 30, 2010, was $1,204,023 and $2,177,229 as compared with $952,461 and $1,620,856 for the three months ended June 30, 2009. The increase of 26% and 34% respectively, in interest expenses is due to additional interest and discount amortization on ten new convertible notes for the six months ended June 30, 2010 and eighteen convertible notes and one note payable issued after the period ended June 30, 2009 (See Note 5and 6).

Operating Expenses.The Company incurred total operating expenses of ~~$756,642~~$12,491,724 and ~~$1,627,744~~$14,800,119 for the three and ~~six~~nine months ended ~~June~~September 30, 2010 versus ~~$296,534~~$66,166 and ~~$744,257~~$108,525 for the three and ~~six~~nine months ended ~~June~~September 30, 2009, which was a ~~$460,108~~$12,425,558 and a ~~$883,487~~$14,691,594 increase, respectively. ~~In the three and six months ended June 30, 2010, compared with the three and six months ended June 30, 2009, all the~~

The increase in operating expenses ~~increased as follow:~~

Three
Months
Ended
June 30,
2010
Increase
%

Six Months
Ended
June 30, 2010
Increase
%

Consulting and other compensation 235 227
Salaries and related 180 115
Selling, general and administrative 95 80

~~The~~is due to the impairment charge of $11,513,790 relating to the strategic cooperation agreement with Antonov and an increase in consulting and other compensation ~~is due primarily to~~from the amortization of 3,000,000 warrants issued to a consultant and 5,000,000 options issued for marketing consulting during the ~~six~~nine months ended ~~June~~September 30, 2010. All operating expenses increased due to additional costs related to the operations of Precision Aerostructures, ~~Inc~~Inc. which was acquired in October 2009. The operating expenses of NCR for the three and nine months ended September 30, 2009 have been reclassified into discontinued operations.

Operating Loss from Continuing Operations.Operating loss for the three and nine months ended September 30, 2010, was $12,156,947 and $14,235,297 compared to $$66,166 and $$108,525 for the three and nine months ended September 30, 2009. The increase in loss of $12,090,781 and $14,126,772, respectively, is primarily due to the impairment charge for the Strategic Cooperation Agreement, the acquisition of PAI, the reclassification of NCR as a discontinued operation and due to increased consulting services for new aerospace marketing and service contracts.

Interest Expense and Debt Discount Amortization.Interest expense for the three and nine months ended September 30, 2010, was $503,050 and $2,994,094 as compared with $1,064,798 and $2,685,653for the three and nine months ended September 30, 2009. The decrease of 53% in the three months ended September 30, 2010 is due to the ending of the amortization of the discounts on the convertible notes as of August 1, 2010 and to the repayment of the Micro Pipe note. The increase of 11% in interest expense in the nine month period ended September 30, 2010 versus 2009 is due to additional interest and discount amortization on thirteen new convertible notes during the nine month period ended September 30, 2010 (See Note 5).

Other Expense.In the three and nine months ended September 30, 2010, the Company incurred 0 and $11,253 respectively of a loss on the valuation of derivative liabilities versus $19,649,947 and $21,225,850 respectively of a loss on the valuation of derivative liabilities in the three and nine months ended September 30, 2009. The decline in the loss on valuation is due to the renegotiation and elimination of the terms of the convertible securities which gave rise to the derivative treatment (see Note 1).

Net Income (Loss) from Discontinued Operations. The NCR subsidiary was discontinued and sold during the quarter ended September 30, 2010. As such, the 2009 NCR numbers were reclassified as discontinued. In the three and nine months ended September 30, 2010, the Company had net income of $1,172,793 and $267,224 versus a net loss of $535,532 and $835,721 for the comparable periods of 2009. NCR had no operations in the three months ended September 30, 2010 and therefore the increase in both the three and nine months ended September 30, 2010 is due solely to the gain on the sale of the operation. Until the third quarter and the sale of NCR, the subsidiary continued to incur operating losses due to the reduction in revenue and the cost of salaries and other expenses of maintaining the operations.

FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

~~As of August 23, 2010, we had $311,458_ in cash on hand. We have reached payment arrangements with many of our creditors to resolve previously past due accounts.~~

The net ~~decrease~~increase in cash during the ~~six~~nine months ended ~~June~~September 30, 2010 was ~~$129,492.~~$18,590. The cash used in operating activities was ~~$424,218.~~$628,713. This was due mainly to a net loss of ~~$3,489,380~~$16,651,981 offset by non-cash expenses of ~~$1,672,548~~$2,556,471 related to amortization of debt ~~discount, $306,326~~discounts, financing costs and consulting fees, $11,513,790 non-cash expense for impairment of an intangible asset, $319,319 in stock issued for services, $1,500,000 in stock issued for the settlement of a liability and ~~$300,056~~$363,044 of depreciation and amortization. The Company also recorded a non-cash gain on the sale of NCR of $1,172,793. Other operating activities that used cash were mainly an increase in accounts receivable of ~~$63,741 and a decrease in billings in excess of costs of $149,849. These were~~$205,158. This was offset by an increase of accounts payable and accrued liabilities and interest of ~~$773,574~~$919,984 and a decrease in prepaid expenses and other current ~~liabilities~~assets of ~~$101,043.~~

$408,210.

~~No cash~~Cash was ~~used in~~provided from investing activities

of $50,000 from a contribution of a partner related to the return of a deposit on equipment that was not purchased.

Cash provided by financing activities was ~~$294,726~~$597,303 mainly from the issuance of convertible notes with net proceeds of ~~$570,000~~$850,000 offset by principal payments on notes and capital leases of ~~$326,624.~~

$294,235.

The net decrease in cash during the ~~six~~nine months ended ~~June~~September 30, 2009 was ~~$31,889.~~$28,735.

For the ~~six~~nine months ended ~~June~~September 30, 2009, $859,242 cash was used in operating activities due mainly from the net loss of $24,860,068 offset by the non-cash loss on the valuation of derivative liabilities of $21,225,850 and the amortization of the debt discount of $1,901,039. Other operating activities are now reclassified as discontinued operations, but provided cash through a decrease in accounts receivable of $221,420 and an increase in accounts payable and accrued liabilities of $607,079.

For the nine months ended September 30, 2009, the cash provided by financing activities was ~~$745,592, compared with $30,844~~$837,205 due mainly from the issuance of $853,000 of convertible notes.

The net decrease in cash during the ~~six~~nine months ended ~~June 30, 2008. For the six months ended June~~September 30, 2009 ~~$777,481 cash~~ was ~~used by operating activities.~~$31,889.

~~Going Concern~~

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of and the for the three and six months ended June 30, 2010, the Company has a net loss of approximately $3,489,000, an accumulated deficit of approximately $30,341,000, and working capital deficit of approximately $11,649,000 and was in default on several notes payable (see Note 6) and had events of default on its CAMOFI and CAMHZN debt (see Note 5). These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company intends to fund operations through anticipated increased sales which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2010. Therefore, the Company will be required to seek additional funds to finance its long-term operations in the form of debt and equity financing which the Company believes is available to it. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

~~In response to these problems, management has taken the following actions:~~

~~continued its aggressive program for selling its products;~~

~~continued to implement plans to further reduce operating costs; and~~

~~is seeking investment capital through the public and private markets.~~

INFLATION AND CHANGING PRICES

~~The Company does~~We do not foresee any adverse effects on its earnings as a result of inflation or changing prices.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our condensed consolidated financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, accounts receivable, doubtful accounts and inventories. Actual results could differ from these estimates. The accounting policies stated below are significantly affected by judgments, assumptions and estimates used in the preparation of the condensed consolidated financial statements. See Note 1 for significant accounting policies.

Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above, are nevertheless important to an understanding of the consolidated financial statements. The policies related to consolidation and loss contingencies require difficult judgments on complex matters that are often subject to multiple sources of authoritative guidance. Certain of these matters are among topics currently under reexamination by accounting standards setters and regulators. Although no specific conclusions reached by these standards setters appear likely to cause a material change in our accounting policies, outcomes cannot be predicted with confidence. Also see Note 1 of Notes to Condensed Consolidated Financial Statements, Organization and Summary of Significant Accounting Policies, which discusses accounting policies that must be selected by management when there are acceptable alternatives.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~


ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

~~ITEM 4.~~


ITEM 4.		CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

WeFor the period ended September 30, 2010, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, who iswas also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of ~~June~~September 30, 2010 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed ~~immediately~~below. Our Board of Directors has begun taking major steps to correct these deficiencies, as outlined below.

Corrections of Material Weaknesses

~~(1)~~ We ~~had not effectively implemented~~have begun implementing comprehensive entity-level internal controls, which we had not done as of September 30, 2010, as evidenced by the following ~~deficiencies:~~changes:

·We ~~did not establish~~have established an independent Audit Committee ~~who are~~ responsible for the oversight of the financial reporting process, ~~nor was~~and an Audit Committee Charter has been defined. ~~At the current time we do~~We previously did not have any independent members of the Board who could comprise this committee.

·We ~~did not establish an adequate~~have established a Whistle Blower program for the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters to the Audit Committee and Board of Directors.

· We ~~did not~~ have ~~an individual~~three individuals on our Board, ~~nor~~who serve on the Audit Committee, who ~~meets~~meet the “Financial Expert” criteria.

·We ~~did not~~ maintain documentation evidencing quarterly orand other meetings between the Board, Audit Committee, senior financial managers and our outside general counsel. Such meetings include reviewing and approving quarterly and annual filings with the Securities and Exchange Commission and reviewing on-going activities to determine if there are any potential audit related issues which may warrant involvement and follow-up action by the ~~Board.~~Board or Audit Committee.

·We ~~did not follow~~are establishing a formal fraud assessment process to identify and design adequate internal controls to mitigate those risks not deemed to be acceptable.

·We ~~did not conduct annual~~are conducting performance reviews orand evaluations of our management and staff employees.

~~(2)~~ We ~~did not~~ have begun acquiring a sufficient complement of personnel with appropriate training and experience in GAAP, as evidenced by the following ~~deficiencies:~~

changes:

· We do not have a formally trained Chief Financial Officer who is responsible for the oversight of the accounting function. Currently the CEO is responsible for this function, but has not had formal accounting or auditing experience.

·The Controller is still the only individual with technical accounting experience in our company ~~but is~~and has limited in the exposure to SEC filings and disclosures, but now has assistance from the Audit Committee members and ~~is not a full-time employee of the Company.~~outside counsel.

· We ~~have not consulted~~are consulting with other outside parties with accounting experience to assist us in the SEC filings and ~~disclosures. As~~disclosures, including Audit Committee members and outside counsel. We were previously unable to do this and as a result, our independent registered public accounting firm recorded numerous adjusting entries.

~~(3)~~

We ~~did not adequately segregate~~have begun segregating the duties of different personnel within our accounting group, which we were previously unable to do due to an insufficient complement of staff and inadequate management oversight.

~~(4)~~ We ~~did not adequately~~have begun to design and implement internal controls as follows:

The controls identified in the process documentation were previously not designed effectively and had no evidence of operating effectiveness for testing purposes.

~~The controls identified in the process documentation did not cover all the risks for the specific process.~~

~~The controls identified in the process documentation did not cover all applicable assertions for the significant accounts.~~

The controls identified in the previous process documentation did not cover all the risks for the specific process.

The controls identified in the previous process documentation did not cover all applicable assertions for the significant accounts.

~~(5)~~ Due to the prior material weaknesses identified at our entity level we did not test whether our financial activity level controls or our information technology general controls were operating sufficiently to identify a deficiency, or combination of deficiencies, that may result in a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

On April 7, 2010, our Board of Directors began taking major steps in correcting these deficiencies and created an Audit Committee, a Compensation Committee and Nominating and Governance Committee, and adopted a Code of Ethics applicable to all senior executives.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~There~~As set forth above, there have been no significant changes in the ~~Company's~~Company’s internal control over financial reporting during the ~~Company's~~Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the ~~Company's~~Company’s internal control over financial reporting. Inherent limitations exist in any system of internal control including the possibility of human error and the potential of overriding controls. Even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. The effectiveness of an internal control system may also be affected by changes in conditions.

PART II. OTHER INFORMATION

~~Item 1.~~


Item 1.		Legal Proceedings

On July 12, 2010, NCR’s landlord filed an unlawful detainer action against it in Los Angeles County Superior Court,Fan v. New Century Remanufacturing, Inc., et al., Case No. VC056735, to recover $391,000 in past due rent and possession of its facilities in Santa Fe Springs, California. ~~Although the~~The case remains ~~pending, we~~pending. We have sold our interest in NCR ~~on August 23, 2010.~~and received an indemnity from its management. Litigation can be expensive and unpredictable, and there can be no assurance regarding the outcome of any case. However, , we do not believe we should have any material liability in a connection with this action.


Item 1A.		Risk Factors

~~Item 1A. Risk Factors~~

In addition to the risk factors set forth in our most recent annual report, recent developments have resulted in further risks, including the risk factors listed below. Risks and uncertainties in addition to those we describe below, that may not be presently known to us, or that we currently believe are immaterial, may also harm our business and operations. If any of these risks occur, our business, results of operations and financial condition could be harmed, the price of our common stock could decline, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements contained in this report.

~~Our response to the KC-X Tanker Modernization Program request for proposal may be rejected or disqualified by the U.S. Air Force.~~

The U.S. Air Force rejected our esponse to the request for proposal (RFP) for the KC-X Tanker Modernization Program as untimely. We have filed a protest with the General Accounting Office (GAO). The GAO or the Air Force may find that our proposal was not timely submitted, does not meet all mandatory RFP requirements, that we do not have qualified subcontractors and teaming partners, that we are not a capable and responsible contractor, that we have not obtained or processed the classified information that is needed to prepare a proposal, that we have not demonstrated that the company has the facility and personnel clearances that are prerequisites to receiving, handling and storing classified information, and that our failure to meet the proposal submittal deadline was attributable to our failure to act diligently and promptly. In addition, the Air Force may determine that Antonov Company is not an acceptable subcontractor, that required teaming agreements have not been entered into, and that using a Ukranian commercial aircraft as the basis for a KC-X tanker proposal is unacceptable, that the aircraft we have bid is too new or is not adequately designed, manufactured or certified, or that adequate documentation, data and information have not been provided in support of the bid. For any or all of these reasons, the Air Force may not select our bid, may disqualify our bid, or may refuse to consider it on the merits, or at all. The Air Force has broad discretion in interpreting the requirements of the RFP. Contesting any negative determination would be time consuming, difficult and expensive, with uncertain results, and even attempting such a challenge may exceed our limited resources. If we were successful in the bid, other bidders could challenge the process, our capabilities, or the adequacy of our submissions, which might also result in a denial or disqualification of our bid. If our bid is denied or disqualified for any reason, it would have a material adverse effect on our business, results of operations and financial condition.

We are dependent on AVIC and Antonov to supply ~~the AN-112KC~~ aircraft and components, and information necessary for our RFP ~~response.~~

responses.

We are dependent upon AVIC in China, Antonov Company in ~~Kiev,~~ Ukraine, and potentially other foreign partners to supply the ~~AN-112KC~~ aircraft and components for our commercial bids and RFP ~~response,~~responses, and to supply the information necessary for the bid process. Designing and manufacturing new aircraft, or modifying existing aircraft to meet new requirements, is time consuming, difficult and expensive, with uncertain results. We cannot give any assurance that the information supplied by AVIC, Antonov or others will be adequate or sufficient to meet the RFP requirements, or that ~~Antonov~~they will timely deliver the planes if our bid is successful. If ~~Antonov fails~~they fail to perform for any reason, we would likely be unable to win the bid or supply the planes if selected, which would have a material adverse effect on our business, results of operations and financial condition.

~~We face competition from companies which may have greater resources or better technologies than we do.~~


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

Two large, established, well funded, aerospace corporations, The Boeing Company and The European Aeronautic Defense and Space Company N.V. (EADS), are bidding on the RFP utilizing existing wide body commercial airliners as the basis for their KC-X tanker proposals. Both designs are advanced and well developed, and both companies have invested considerable resources into designing their tankers and in preparing their responses to the RFP. Both companies spent substantially more time, money and effort preparing their RFP responses than we did, and it is highly likely that their responses will be significantly more thorough, detailed and compliant than our response. In addition, both companies have devoted substantial effort to political lobbying with legislators and the Department of Defense, and developing close relationships with industry experts and members of the press. These advantages may prove insurmountable, and it may be impossible for us to compete with their proposals, or even to submit a response deemed minimally acceptable by the U.S. Air Force. If any of these were the case, we could be unsuccessful in our efforts to obtain the bid, which would have a material adverse effect on our business, results of operations and financial condition.

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

On August 20, 2010 we issued 1 million shares of common stock to two consultants who coordinate our efforts with Antonov Company in Kiev, Ukraine, and agreed to issue an additional 1 million shares if they meet designated performance criteria. The issuance was exempt from registration as a transaction by an issuer not involving any public offering.

On August 20, 2010, we instructed our transfer agent to issue 5 million shares and agreed to issue an additional 10 million shares to Omnicom Holdings pursuant to a stipulated settlement in an action filed by Omnicom for a $1.5 million commission claimed due in connection with our agreement with ~~Anotonov.~~Antonov. The issuance was exempt from registration pursuant to Section 3(a)(10) of the Securities Act as an issuance approved by a court after a hearing upon the fairness of its terms and conditions.

~~Item 3. Defaults Upon Senior Securities~~


Item 5.		Other Information

None

~~None.~~


Item 6.		Exhibits

~~Item 5. Other Information~~


Exhibit 10.1		Stock Purchase Agreement between U.S. Aerospace, Inc. and David Duquette and Josef Czikmantori for purchase of New Century Remanufacturing, Inc.

Exhibit 31.1		Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002

Exhibit 31.2		Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002

Exhibit 32.1		Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 906 of the Sarbanes-Oxley act of 2002

Exhibit 32.2		Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 906 of the Sarbanes-Oxley act of 2002

~~Entry into a Material Definitive Agreement~~

~~On August 18, 2010, we entered into a Strategic Cooperation Agreement with AVIC International Holding Corporation. We have also entered into a Confidentiality and Non-Circumvention Agreement.~~

~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

~~Effective August 23, 2010, Michael Cabral was appointed our President and Rosa Rios was appointed our Controller and Principal Financial and Accounting Officer.~~

~~Item 6. Exhibits~~

~~Exhibit 31.1 Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002~~

~~Exhibit 32.1 Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 906 of the Sarbanes-Oxley act of 2002~~

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 hereunto duly authorized.

	~~U.S. Aerospace, Inc.~~

~~August 23,~~	U.S. Aerospace, Inc.
December 15, 2010	By:	/s/ ~~Michael C. Cabral~~James Worsham
		Name: ~~Micahel C. Cabral~~	James Worsham
		Title: ~~President (Principal~~	Chief Executive Officer (Principal Executive Officer)

	By: By:	/s/		Rosa Rios
		Name:	Rosa Rios
			~~Title:~~ Controller (Principal Financial and
Accounting Officer)		~~Accounting Officer)~~

	(Unaudited)
	June 30,				December 31,
	2010				2009
ASSETS

Current Assets
Cash		$	28,141		$	157,633
Accounts receivable, net of allowance for doubtful accounts of $30,000 at June 30, 2010			104,861			71,120
Loan receivable from employees			33,278			-
Inventories			262,462			284,339
Costs and estimated earnings in excess of billings on uncompleted contracts			24,066			5,725
Deferred financing costs, current portion			36,532			150,251
Prepaid expenses and other current assets			239,196			7,738

Total current assets			728,536			676,806

Property and equipment, net			964,587			716,864
Goodwill			2,401,342			2,359,121
Other intangible assets, net			1,339,285			1,446,429
Deferred financing costs, long-term portion			83,550			92,338
Other assets			151,790			151,790

Total Assets		$	5,669,090		$	5,443,348

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Bank overdraft		$	20,831		$	7,515
Accounts payable and accrued liabilities			5,244,373			3,856,316
Derivative liability			-			48,378
Dividends payable			217,900			204,600
Billings in excess of costs and estimated earnings on uncompleted contracts			-			149,849
Capital lease obligations			918,881			752,957
Loan payable and accrued interest, net of discount of $0 at June 30, 2010
and $10,003 at December 31, 2009			-			145,563
Notes payable and accrued interest			27,095			115,544
Notes payable to related parties and accrued interest			580,644			545,356
Convertible notes payable and accrued interest , net of discounts of $391,593 at
June 30, 2010 and $1,350,164 at December 31, 2009			5,367,867			4,341,613

Total Liabilities			12,377,591			10,167,691

Commitments and Contingencies

Stockholders' Deficit
Cumulative, convertible, Series B preferred stock, $1 par value,
15,000,000 shares authorized, no shares issued and outstanding
(liquidation preference of $25 per share)			-			-
Cumulative, convertible, Series C preferred stock, $1 par value,
75,000 shares authorized, 26,880 shares issued and outstanding
(liquidation preference of $672,000 at June 30, 2010 and December 31, 2009)			26,880			26,880
Cumulative, convertible, Series D preferred stock, $25 par value,
75,000 shares authorized, 11,640 shares issued and outstanding
(liquidation preference of $495,600 at June 30, 2010 and December 31, 2009)			291,000			291,000
Common stock, $0.10 par value, 250,000,000 shares authorized;
24,977,640 shares issued and outstanding
at June 30, 2010 and 22,430,211 at December 31, 2009			2,500,465			2,243,022
Deferred equity compensation				)		(29,169	)
Notes receivable from stockholders			(584,691	)		(584,691	)
Additional paid-in capital			21,399,194			20,167,283
Accumulated deficit			(30,341,349	)		(26,838,668	)

Total Stockholders' Deficit			(6,708,501	)		(4,724,343	)

Total Liabilities and Stockholders' Deficit		$	5,669,090		$	5,443,348

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009

Net revenues	$	694,315		$	1,359,630		$	1,252,005		$	2,414,332

Cost of sales		592,864			1,193,730			1,285,512			2,012,623

Gross profit (loss)		101,451			165,900			(33,507	)		401,709

Operating expenses:
Consulting and other compensation		258,217			77,158			456,565			139,773
Salaries and related		233,386			83,409			507,402			236,496
Selling, general and administrative		265,039			135,967			663,777			367,988

Total operating expenses		756,642			296,534			1,627,744			744,257

Operating loss		(655,191	)		(130,634	)		(1,661,251	)		(342,548	)

Other income (expenses), net:
Other income		164,267						164,267
Gain on write-off of accounts payable					5,681			5,332			5,681
Gain on disposal of assets					-			190,754			-
Gain (loss) on valuation of derivative liabilities					225,075			(11,253	)		(1,575,903	)
Interest expense		(1,204,023	)		(952,461	)		(2,177,229	)		(1,620,856	)

Total other expenses, net		(1,039,756	)		(727,386	)		(1,828,129	)		(3,191,078	)

Net loss	$	(1,694,947	)	$	(858,020	)		(3,489,380	)	$	(3,533,626	)

Preferred Stock Dividends		(13,300	)		(41,275	)		(13,300	)		(41,275	)
Net loss applicable to common stockholders		(1,708,247	)		(899,295	)		(3,502,680	)		(3,574,901	)

Basic and diluted net loss available to common stockholders per common share	$	(0.07	)	$	(0.06	)		(0.15	)	$	(0.23	)

Basic and diluted weighted average common shares outstanding		24,237,214			15,344,654			24,117,622			15,344,654

	For the Six Months Ended June 30,
	2010			2009

Cash flows from operating activities:
Net loss	$	(3,489,380	)	$	(3,533,626	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		300,056			34,681
Gain on write-off of accounts payable		(5,332	)		(5,681	)
Gain on disposal of assets		(196,781	)		-
Amortization of deferred financing costs		122,506			233,712

Amortization of stock-based consulting fees		193,301			37,500

Amortization of debt discount		1,672,548			1,136,035
Estmated fair value of common stock issued for services		306,326			35,014
Loss (gain) on valuation of derivative liabilities		11,253			1,575,903

Changes in operating assets and liabilities:
Accounts receivable		(63,741	)		225,881
Loan receivable from employees		(3,278	)		-
Inventories		21,877			141,166
Costs and estimated earnings in excess of billings on uncompleted contracts		(18,341	)		355,874
Prepaid expenses and other current assets		101,,043			8,486
Accounts payable, accrued liabilities and accrued interest		773,574			281,520
Billings in excess of costs and estimated earnings on uncompleted contracts		(149,849	)		(1,303,946	)

Net cash used in operating activities		(424,218	)		(777,481	)

Cash flows from financing activities:
Bank overdraft		13,317			29,224
Proceeds from issuance of convertible notes payable, net		570,000			730,000
Principal payments on notes payable to related parties		(6,105	)		-
Proceeds from issuance of notes payable to related parties		44,138			-
Principal payments on notes payable and capital leases		(326,624	)		(13,632	)

Net cash provided by financing activities		294,726			745,592

Net (decrease) increase in cash		(129,492	)		(31,889	)

Cash at beginning of period		157,633			31,889

Cash at end of period	$	28,141		$	-

Supplemental schedule of cash flow information:
Interest paid	$	20,862		$	-

Supplemental disclosure of non-cash financing and investing activities:
Debt discount recorded on convertible notes payable	$	625,000		$	479,752

Conversion of convertible notes payable	$	25,600		$	-

Purchase of property and equipment through capital lease	$	479,488		$	-

Payment of accounts payable with proceeds from convertible notes payable	$	55,000		$	-

Estimated fair value of warrants issued in connection with consulting service agreement	$	420,000		$	-

Reclassification of the estimated fair value of warrants from derivative liabilities to additional paid-in capital	$	59,631		$	-

Addition to goodwill for adjustment in net liabilities assumed in acquisition	$	42,221		$	-
Accrued cumulative dividends on preferred stock	$	13,300		$	41,275

	(Unaudited)
	June 30,2010			December 31, 2009

Cumulative costs to date	$	684,000		$	3,166,000
Cumulative gross profit to date		486,000			2,611,000

Cumulative revenue earned		1,170,000			5,777,000
Less progress billings to date		(1,146,000	)		(5,921,000	)

Net over billings	$	24,000		$	(144,000	)

	(Unaudited)
	March 31, 2010		December 31, 2009

Costs and estimated earnings in excess of billings on uncompleted contracts	$	24,000	$	6,000

Billings in excess of costs and estimated earnings on uncompleted contracts		0		(150,000	)

Net over billings	$	24,000	$	(144,000	)

		Estimated Useful Life (Years)		Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Customer relationships		Seven		$	1,500,000			$	(160,715	)		$	1,339,285

	(Unaudited)
	June 30, 2010						December 31, 2009
CONV NOTES	CAMOFI			CAMHZN			CAMOFI			CAMHZN
Principal	$	4,513,401		$	1,168,280		$	4,033,881		$	1,048,400
Discount – warrants		(30,641	)		(7,690	)		(38,814	)		(16,160	)
Discount – conversion options		(210,435	)		(52,820)			(1,068,542	)		(204,850)
Discount – stock issued with notes		(12,228	)		-			(21,798	)		-
Notes presented net of debt discounts	$	4,260,097		$	1,107,770		$	2,904,727		$	827,390

	Outstanding Warrants
	Number of Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value (1)
Outstanding at January 1, 2010		12,497,538	$	0.12	$	-
Grants (2)		4,754,515	$	0.000001	$	285,266
Exercise		-	$	-	$	-
Cancelled		(500,000)	$	0.20	$	-
Outstanding at June 30, 2010 (3)		16,752,053	$	0.09	$	357,765
Exercisable at June 30, 2010 (3)		13,752,053	$	0.09	$	357,765

	Three Months Ended/ As of June 30, 2010			Three Months Ended/ As of June 30, 2009			Six Months Ended/ As of June 30, 2010			Six Months Ended June 30, 2009
Net revenue from external customers:

CNC machine tool remanufacturing		317,758			1,359,630		$	477,805		$	2,414,332
Multiaxis structural aircraft components		376,557						774,200			-
Total net revenue from external customers:		694,315			1,359,630			1,252,005			2,414,332

Operating loss:

CNC machine tool remanufacturing		(517,012	)		(130,634	)		(1,318,270	)		(342,548	)
Multiaxis structural aircraft components		(138,179	)					(342,981	)		-
Total operating loss:		(655,191	)		(130,634	)		(1,661,251	)		(342,548	)

Depreciation and amortization from operations:

CNC machine tool remanufacturing		26,899			20,651			152,025			34,681
Multiaxis structural aircraft components		61,768						82,790			-
Total depreciation and amortization expense:		88,667			20,651			234,815			34,681

Interest expense:

CNC machine tool remanufacturing		1,190,518			(952,461	)		2,128,476			1,620,856
Multiaxis structural aircraft components		13,505						48,753			-
Total interest expense:		1,204,023			(952,461	)		2,177,229			1,620,856

Net loss:

CNC machine tool remanufacturing		(1,638,174	)		(858,020	)		(3,395,180	)		(3,533,626	)
Multiaxis structural aircraft components		(56,773	)					(94,200	)		-
Total loss from continuing operations:		(1,694,947	)		(858,020	)		(3,489,380	)		(3,533,626	)

Identifiable assets:

CNC machine tool remanufacturing		808,585			1,205,254			808,585			1,205,254
Multiaxis structural aircraft components		4,860,505						4,860,505
Total identifiable assets:		5,669,090			1,205,254			5,669,090			1,205,254

	Three Months Ended June 30, 2010 Increase %		Six Months Ended June 30, 2010 Increase %
Consulting and other compensation		235		227
Salaries and related		180		115
Selling, general and administrative		95		80