10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission file number 000-53435

ESE CORP.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

     413 South 3^rd Avenue
Kure Beach, North Carolina 28449
(Address of principal executive offices, including zip code.)

(803) 230-0885
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.
YES x NO¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 32,495,749 of November 30, 2008

PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Balance Sheets	F	-1
	Statements of Operations	F	-2
	Statements of Cash Flows	F	-3
	Notes to Financial Statements	F	-4

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ESE CORPORATION
(A Development Stage Enterprise)
BALANCE SHEETS
		November 30,		May 31,
		2008		2008
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	85	$	130
Total Current Assets		85		130
PROPERTY AND EQUIPMENT, net of depreciation		-		-
TOTAL ASSETS	$	85	$	130
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	28,096	$	24,288
Total Current Liabilities		28,096		24,288
COMMITMENTS AND CONTINGENCIES		-		-
STOCKHOLDERS' EQUITY
Preferred stock, $0.00001 par value; 100,000,000 shares authorized,		-		-
no shares issued and outstanding
Common stock, $0.00001 par value; 100,000,000 shares authorized,
32,495,749 shares issued and outstanding		325		325
Additional Paid in Capital		95,533		76,333
Deficit accumulated during the development stage		(123,869)		(100,816)
Total Stockholders' Equity		(28,011)		(24,158)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	85	$	130

See accompanying condensed notes to the interim financial statements.

F-1

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ESE CORPPORATION
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
								Period from
		Three Months		Three Months	Six Months	Six Months		April 27, 2005
		Ended		Ended	Ended	Ended		(Inception) to
		November 30,		November 30,	November 30,	November 30,		November 30,
		2008		2007	2008	2007		2008
		(unaudited)		(unaudited)	(unaudited)	(unaudited)		(unaudited)
REVENUES	$	-	$	-	-	-	$	-
OPERATING EXPENSES
Depreciation		-		495	-	1,688		9,546
Legal & accounting		15,416		14,542	22,320	17,555		78,455
Financing fees		-		-	-	-		35,000
General & administrative		186		186	645	372		6,939
License fees		-		-	-	-		475
Total Operating Expenses		15,602		15,223	22,965	19,615		130,415
OTHER INCOME (EXPENSE)
Forgiveness of debt		-		-	-	-		7,000
Interest expense		(88)			(88)			(454)
Total Other Income (Expense)		(88)		-	(88)	-		6,546
NET LOSS FROM OPERATIONS		(15,690)		(15,223)	(23,053)	(19,615)		(123,869)
LOSS BEFORE TAXES		(15,690)		(15,223)	(23,053)	(19,615)		(123,869)
INCOME TAXES		-		-	-	-		-
NET LOSS	$	(15,690)	$	(15,223)	(23,053)	(19,615)	$	(123,869)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	nil	$	nil	nil	nil
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES
OUTSTANDING, BASIC AND DILUTED		32,495,749		32,495,749	32,495,749	32,495,749

See accompanying condensed notes to the interim financial statements.
F-2

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ESE CORPORATION
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
						Period from
						April 27, 2005
		Period Ended		Period Ended		(Inception) to
		November 30,		November 30,		November 30,
		2008		2007		2008
		(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(23,053)	$	(19,615)	$	(123,869)
Adjustments to reconcile net income (loss) to net cash						-
provided (used) by operating activities:						-
Depreciation		-		1,688		9,546
Increase (decrease) in accounts payable		3,808		16,808		28,096
Net cash provided (used) by operating activities		(19,245)		(1,119)		(86,227)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		-		-		(9,546)
Net cash provided (used) by investing activities		-		-		(9,546)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		-		-		25,258
Contribution of capital		19,200		400		70,600
Expensing of deferred offering costs		-		-		-
Net cash provided by financing activities		19,200		400		95,858
Change in cash		(45)		(719)		85
Cash, beginning of period		130		921		-
Cash, end of period	$	85	$	202	$	85
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-
See accompanying condensed notes to the interim financial statements.
F-3

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007

NOTE 1 – DESCRIPTION OF BUSINESS

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended May 31, 2008. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six month period e nded November, 2008 are not necessarily indicative of the results that may be expected for the year ending May 31, 2009.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.
 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of ESE Corporation is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

At November 30, 2008 and 2007, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Development Stage Activities
The Company has been in the development stage since its formation and has not realized any revenue from operations. It will be primarily engaged in selling roasted whole coffee beans, freshly brewed coffees, and related products at drive-through establishments in North Carolina.

Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at November 30, 2008.

SFAS No. 157, “Fair Value Measurements(“SFAS 157), define fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. The Company has no Level 1 assets or liabilities; and

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007
 

Level 2. Inputs from other than quoted prices in active markets, that are observable either directly or indirectly. The Company has no Level 2 assets or liabilities; and

Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company’s Level 3 assets consist of securities in privately held companies; the Company has no Level 3 liabilities.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at November 30, 2008. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the three months ended November 30, 2008.

Going Concern
As shown in the accompanying financial statements, the Company incurred a net loss for the periods ending November 30, 2008 and May 31, 2008, has no revenues, and has an accumulated deficit of $123,869 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence. The Company anticipates it will require an estimated $50,000 to continue operations and increase development through the next fiscal year. Management is establishing plans designed to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. The officer and director m ay also contribute capital. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors, as the timing and amount of capital requirements will depend on a number of factors.

Income Taxes
Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes.” Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

At November 30, 2008 and May 31, 2008, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $42,100 and $34,300, respectively, principally arising from net operating loss carryforwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007

allowance equal to the net deferred tax asset has been established at November 30, 2008 and May 31, 2008. The significant components of the deferred tax asset at November 30, 2008 and 2007 were as follows:

	November 30,	May 31,
	2008	2008
Net operating loss carryforward	$124,000	$100,800
Deferred tax asset	$42,100	$34,300
Deferred tax asset valuation allowance	($42,100)	$(34,300)

At November 30, 2008 and May 31, 2008, the Company has net operating loss carryforwards of approximately $124,000 and $100,800, respectively, which expire in the year 2026-2028. The approximate net change in valuation allowance between May 31, 2008 and November 30, 2008 is $7,800.

Net Loss Per Share
The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted losses per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.

Property and Equipment
Property and equipment are stated net of depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets of 2 years. See Note 3.

Reclassifications
Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has resulted in no changes to the Company’s accumulated deficit or net losses presented.

Use of Estimates
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and 

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007
 

events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment are stated net of depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The useful lives of property and equipment for purposes of computing depreciation are 2 years, based on the original term of the lease. The following is a summary of property, equipment, and accumulated depreciation:

	November 30,	May 31, 2008
	2008
Leasehold Improvements	$9,547	$ 9,547
Less accumulated depreciation	(9,547)	(9,547)
Property and Equipment, net	$        -	$        -

Depreciation expense for the periods ended November 30, 2008 and May 31, 2008 was $0 and $0, respectively. The Company depends on an independent accountant to determine impairment. Maintenance and repairs are expensed as incurred.

NOTE 4– CAPITAL STOCK

Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of May 31, 2007, the Company has not issued any preferred stock.

Common Stock
The Company is authorized to issue 100,000,000 shares of $0.00001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

In its initial capitalization in May 31, 2005, the Company issued to officers 30,000,000 shares of common stock for $300 cash. During the year ended May 31, 2006, the Company sold 2,495,749 shares of common stock for $24,958 cash.

There have been no shares issued in the years ending May 31, 2007 and 2008.

 F-8

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007
 

There have been no shares issued in the period ending November 30, 2008.

Contributed Capital
At May 31, 2005 the company had received a $500 loan from the secretary of the Company to open the banking account. Furthermore, the Company had a $15,000 loan from a related party pertaining to the private placement. The related party is the father of the Company’s director and officer. Because the loans have been forgiven, they have been reclassified as contributed capital.

During the year ended May 31, 2006, the secretary of the Company contributed an additional $6,300 of capital, and $2,500 was contributed by a related party.

During the year ended May 31, 2007, the secretary of the Company contributed an additional $18,000 of capital.

During the year ended May 31, 2008, the secretary of the Company contributed an additional $5,100 of capital. Additionally, a significant shareholder contributed an additional $4,000 of capital.

During the period ended November 30, 2008, the secretary of the Company contributed an additional $300 of capital. Additionally, a significant shareholder contributed an additional $18,900 of capital.

NOTE 5 – LEASES

Effective August 1, 2007, the Company is leasing property for a drive through establishment. Under the terms of the lease rent will be paid in the amount of $50 until operation of the business begins; once operations begin the rent will increase to $250. The company recorded rent expense of $150 and $150 for the period ended August 31, 2008 and 2007, respectively. The Company is currently in default of the lease for non payment.

F-9

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ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2008 and 2007

The following are the Company’s minimum lease payments under this agreement:

Year Ended:	Minimum Lease Payment
May 31, 2009	$600
May 31, 2010	$600
May 31, 2011	$600
May 31, 2012	$600
May 31, 2013	$600

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to November 30, 2008 a shareholder of the Company contributed $12,950 of additional capital.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

     We are a start-up corporation and have not yet generated or realized any revenues from our business operations. We have acquired a lease for our first store. Other than the acquisition of the lease, we have not commenced operations.

     Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is advances by our officers and directors.

     We represented to persons that purchased shares in our private placement that we would file a registration statement to register their shares for resale. Those persons are the selling shareholders listed in our prospectus dated January 22, 2008. That was done in order to induce them to purchase our common stock. We also believe, that it will be easier to raise capital in the future if our shares are publicly traded somewhere. We have found that individuals are unwilling to invest money unless there is liquidity for their investment.

     Until we open our shop, we have no plans to raise money to hire personnel to assist with the preparation of SEC reports. Our officers and directors plan to educate themselves in order to prepare and file reports with the SEC. Any costs related to filing the reports will be advanced by the officers and directors on an as needed basis.

     We believe it will cost $15,800 to open our shop. The $15,800 is comprised of: $1,225 for inventory and sundries; $2,600 for rent; $2,800 for equipment; the $2,800 is the monthly cost of equipment rental for 12 months ($150 p/m=$1,800) plus the set up of the equipment ($1,000), i.e. special piping and counter-top modifications ($600), as well as security payments for leased equipment ($400), $3,500 for completion of repairs and equipment consisting of stainless-steel counter-tops, handicap bathroom fixtures, and painting two handicap parking spaces; $200 for licensing and county taxes for the next twelve months; $625 for advertising; and, $4,850 for working capital of which $2,668 is for four part time employees. This money will be advanced by our officers and directors over the next couple of months when they have time to devote to our operations. The advances will be evidenced by long-term and short-term notes. The terms of the notes have yet to be determined. In

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order to be able to advance the money, they must maintain their current employment. It will require an additional $40,920 to continue operations once we open and increase development throughout the next fiscal year.

     We completed our private placement on July 31, 2005. The forgoing funds have been exhausted. As of November 30, 2008, we only have $85 in cash. We rely on periodic cash contributions from our officers and directors in order to pay bills related to accounting and auditing and to continue with modifications to our leased property in order to open to the public. Currently, we are spending all contributed capital from our officers and directors on accounting and auditing fees. All persons that we have spoken with have said they would consider investing in us when a trading market develops that would allow them to liquidate their investment if they chose to do so. There is no assurance that anyone will invest in our common stock or that it will actively trade on the Bulletin Board; or that anyone will invest in us.

     Our officers and directors will loan us the funds necessary to pay auditing and attorney fees. We estimate our yearly expenses to be:

1.	Auditing - $25,000
2.	Attorney fees - $10,000
3.	Cost of maintaining reporting status with SEC - $300

     If we are unable to generate sufficient revenues, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not have any plans to do anything else.

Limited Operating History; Need for Additional Capital

     There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

     We need additional capital to operate during the next twelve months. Our officers and directors will loan us the funds necessary to pay auditing and attorney fees.

     To become profitable and competitive, we have to attract customers and generate revenues.

     Equity financing could result in additional dilution to existing shareholders.

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     As of the date of this report, we have yet to begin operations and therefore have not generated any revenues.

Liquidity and Capital Resources

     We raised $24,958 in our private placement. Of the $24,958 raised, we have spent nearly all on our registration statement and on our shop. We have spent $9,547 on leasehold improvements; $580 for fees to our Nevada registered agent; $300 to the Secretary of State of Nevada for list of directors and officers; $3,165 for auditors; $10,000 for our attorney; $1,205 for our stock transfer agent for total expenditures of $24,797.

     If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

     As of the date of this report, we have not initiated operations, and have not generated any revenues.

     Since inception we have issued 30,000,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) private placement in April 2005. The purchase price of the shares was $300. This was accounted for as an acquisition of shares. Robin Long, our secretary and a member of the board of directors, contributed $500 to cover our initial expenses for legal and accounting fees. The amount contributed by Ms. Long is recorded as contributed capital.

     In July 2005, we completed a private placement of our common stock and raised $24,958 by selling 2,495,749 shares of common stock at a price of $0.01 per share. The shares were sold pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933.

     As of November 30, 2008, our total assets were $85 and our total liabilities were $28,096. Our total assets were comprised of cash. As of November 30, 2008, we had $85 in cash.

     We do not expect significant changes in the number of employees. We do expect to hire four part-time employees approximately two weeks before we open. We do not know when we will open to the public.

Results of Operations

     Since inception on April 27, 2005, we have not generated any revenues. Our expenses from inception through November 30, 2008 were $123,052 comprised of $9,546 for depreciation; $71,551 for professional fees, $35,000 for financing fees, $6,480 for general and administrative expenses, and $475 for license fees.

Recent Accounting Pronouncements

     In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts - an

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interpretation of FASB Statement No. 60 (SFAS 163). This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. This Statement requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

     In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles1 that are generally accepted are categorized in descending order of authority as follows:

a.	FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB
b.	FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position
c.	AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics)
d.	Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

     The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.

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     In March 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133" (SFAS No. 161). This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of und erlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments.

     In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements - and amendment of ARB No. 51". This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controll ing financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

     In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities -Including an amendment of FASB Statement No. 115" (hereinafter “SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first

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fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not yet determined the effect that adopting this statement would have on the Company’s financial condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Controls and Procedures

     In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Based on its evaluation, and in ligh t of the previously identified material weaknesses in internal control over financial reporting, as of May 31, 2008, relating to Lack of Appropriate Independent Oversight, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of November 30, 2008, the Company’s disclosure controls and procedures were ineffective.

Changes in Internal Controls

     We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

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PART II. OTHER INFORMATION

ITEM 6.     EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of
	1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 12th day of January, 2009.

ESE CORPORATION
BY:	CHRISTOPHER M. ARMSTRONG
	Christopher M. Armstrong, President, Principal
	Executive Officer, Principal Financial Officer,
	Principal Accounting Officer, Treasurer and member
	of the Board of Directors

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of
	1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
	the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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EX-31

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Christopher M. Armstrong, certify that:

1.	I have reviewed this Form 10-Q for the period ended November 30, 2008 of ESE Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)):
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	January 12, 2009	CHRISTOPHER M. ARMSTRONG
		Christopher M. Armstrong
		Principal Executive Officer and Principal Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of ESE Corporation (the "Company") on Form 10-Q for the period ended November 30, 2008, as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Christopher M. Armstrong, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
	Dated this 12th day of January, 2009.

CHRISTOPHER M. ARMSTRONG 

Christopher M. Armstrong 

Chief Executive Officer and Chief Financial Officer