10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended June 30, 2011

or

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

For the transition period from             to            

Commission File Number

0-17187

LOGIC Devices Incorporated

(Exact name of registrant as specified in its charter)

California	94-2893789
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1375 Geneva Drive, Sunnyvale, California 94089

(Address of principal executive offices)

(Zip Code)

(408) 542-5400

(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.

Yes þ    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o    No o

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 definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o    Accelerated Filer o    Non-Accelerated Filer o    Smaller Reporting Company þ

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

Yes o    No þ

As of July 27, 2011, 7,889,212 shares of Common Stock, without par value, were issued and outstanding.

Explanatory Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 of LOGIC Devices Incorporated (the “Company”), filed with the U.S. Securities and Exchange Commission on July 22, 2011 (the “Form 10-Q”), is being filed to submit the required XBRL exhibit 101s.

Except as set forth above, no other changes have been made to the Form 10-Q, and this Amendment No. 1 does not amend, update or change any other items or disclosure found in the Form 10-Q. Further, this Amendment No. 1 does not reflect events that may have occurred after the filing of the Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LOGIC Devices Incorporated (Registrant)
Date: July 28, 2011	By:  /s/ William J. Volz     William J. Volz President and Chief Executive Officer (Principal Executive Officer)
Date: July 28, 2011	By:  /s/ Kimiko Milheim    Kimiko Milheim Chief Financial Officer (Principal Financial and Accounting Officer)

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Document And Entity Information	9 Months Ended
	Jun. 30, 2011	Jul. 22, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	LOGIC DEVICES INC
Entity Central Index Key	0000802851
Trading Symbol	logc
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--09-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,889,212
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

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Earnings Per Share

9 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

5.           Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the net incremental shares that would be issued if dilutive outstanding stock options were exercised, using the treasury stock method. In the case of a net loss, no incremental shares would be issued because they are antidilutive. Stock options with exercise prices above the average market price during the period are also antidilutive.

There were 258,000 and 280,000 common stock options outstanding at June 30, 2011 and 2010, respectively. No options were considered in calculating the diluted loss per share for the quarters and nine months ended June 30, 2011 and 2010, as their effect would have been antidilutive. As a result, for the quarters ended June 30, 2011 and 2010, the Company’s basic and diluted loss per share are the same.

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Subsequent Events

9 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

6.           Subsequent Events

The Company raised $50,000 through two private placements to the Company’s chairman of the board and another board member during July 2011 (46,296 shares for $25,000 and 48,077 shares for $25,000). These shares have not been registered with the SEC. However, the Company’s chairman of the board and the board member received demand registration rights, subject to certain limitations, and unlimited piggyback registration rights, with respect to the shares. The Company is only obligated to use its best efforts to obtain an effective registration statement.

On July 12, 2011, the president loaned the Company $35,000 for working capital until it can raise more funds through the sale of shares to non-related parties.

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Condensed Balance Sheets (USD $)	Jun. 30, 2011	Sep. 30, 2010
Current assets:
Cash and cash equivalents	$ 15,500	$ 241,600
Accounts receivable	340,200	176,600
Inventory	1,060,600	963,600
Prepaid expenses	145,000	63,700
Total current assets	1,561,300	1,445,500
Property and equipment, net	814,900	941,600
Capitalized software, net	445,700	351,500
Other assets	22,100	22,100
Assets, Total	2,844,000	2,760,700
Current liabilities:
Line of credit	173,900
Accounts payable	126,700	85,400
Accrued payroll and benefits	98,900	132,100
Other accrued expenses	43,000	13,300
Due to related party	55,000
Total current liabilities	497,500	230,800
Deferred rent	50,800	50,600
Total liabilities	548,300	281,400
Commitments and contingencies
Shareholders' equity:
Common stock, no par value, 10,000,000 shares authorized 7,794,839 and 7,176,581 shares issued and outstanding, respectively	19,221,200	18,796,200
Additional paid-in capital	233,900	211,700
Accumulated deficit	(17,159,400)	(16,528,600)
Total shareholders' equity	2,295,700	2,479,300
Liabilities and Equity, Total	2,844,000	2,760,700
Series A Preferred Stock
Shareholders' equity:
Preferred stock, no par value
Series B Preferred Stock
Shareholders' equity:
Preferred stock, no par value

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Condensed Balance Sheets Parentheticals (USD $)	Jun. 30, 2011	Sep. 30, 2010
Preferred stock, no par value (in dollars per share)
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, no par value (in dollars per share)
Common stock , shares authorized	10,000,000	10,000,000
Common stock, shares issued	7,794,839	7,176,581
Common stock, shares outstanding	7,794,839	7,176,581
Series A Preferred Stock
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Series B Preferred Stock
Preferred stock, shares authorized	70,000	70,000
Preferred stock, shares issued
Preferred stock, shares outstanding

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Condensed Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net revenues	$ 406,400	$ 272,100	$ 1,184,600	$ 1,927,500
Cost of revenues	114,600	233,400	425,800	910,900
Gross margin	291,800	38,700	758,800	1,016,600
Operating expenses:
Research and development	176,600	172,300	537,300	814,200
Sales, general and administrative	232,100	270,600	846,500	944,800
Total operating expenses	408,700	442,900	1,383,800	1,759,000
Loss from operations	(116,900)	(404,200)	(625,000)	(742,400)
Interest and other expense, net	(2,100)		(5,000)	5,700
Loss before taxes	(119,000)	(404,200)	(630,000)	(736,700)
Tax provision	800	600	800	2,900
Net loss	$ (119,800)	$ (404,800)	$ (630,800)	$ (739,600)
Basic and diluted:
Loss per share (in dollars per share)	$ (0.02)	$ (0.06)	$ (0.08)	$ (0.11)
Weighted average shares outstanding (in shares)	7,748,267	6,817,771	7,574,429	6,815,549

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Condensed Statements of Cash Flows (USD $)	9 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (630,800)	$ (739,600)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	211,400	223,500
Deferred rent	200	45,900
Stock-based compensation	22,200	6,400
Changes in current assets and liabilities:
Accounts receivable	(163,600)	144,200
Inventory	(97,000)	251,400
Prepaid expenses	(81,300)	8,600
Accounts payable	41,300	43,100
Accrued payroll and benefits	(33,200)	(5,400)
Other accrued expenses	29,700	(52,000)
Net cash used in operating activities	(701,100)	(73,900)
Cash flows from investing activities:
Capital expenditures	(70,200)	(259,500)
Capitalized software	(108,700)	(257,600)
Net cash used in investing activities	(178,900)	(517,100)
Cash flows from financing activities:
Proceeds from exercise of stock options		3,000
Proceeds of common stock private placements	425,000
Proceeds from bank borrowings	717,600
Repayments of bank borrowings	(543,700)
Proceeds of related party notes payable	55,000
Net cash provided by financing activities	653,900	3,000
Net decrease in cash and cash equivalents	(226,100)	(588,000)
Cash and cash equivalents, beginning balance	241,600	1,238,400
Cash and cash equivalents, ending balance	15,500	650,400
Interest expense paid	$ 6,100

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Basis of Presentation

9 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

1.           Basis of Presentation

The accompanying unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows of LOGIC Devices Incorporated (the Company) for the periods indicated.

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions for Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows for the Company, in conformity with accounting principles generally accepted in the United States of America. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements that include all information and footnotes necessary for such a presentation of the Company’s financial position, results of operations, and cash flows for the fiscal years ended September 30, 2010 and 2009. The audited financial statements and notes thereto are included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on December 27, 2010. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the aforementioned audited financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments (consisting of normal and recurring accruals) necessary to make the results of operations for the interim periods a fair statement of such operations. The results of operations for the interim period ended June 30, 2011 are not necessarily indicative of the results to be expected for the full fiscal year to end September 30, 2011.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business. We have incurred operating losses in the past four years and require additional funds to maintain our operations. The Company’s continuance of operations is contingent on raising additional working capital, and on the increase of revenues from new product introductions. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company has established a limited line of credit with a commercial finance company and an equity line with an investment fund, our limited financing, cash on-hand and cash from operations may not be sufficient to meet the increased demands of our market.The financial statements do not include any adjustments relating 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 operating as a going concern.

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Inventories

9 Months Ended

Jun. 30, 2011

Inventory Disclosure [Abstract]

Inventories

2.           Inventories

A summary of inventories follows:

	June 30,	September 30,
	2011	2010
Raw materials	$ 103,000	$ 92,100
Work-in-process	222,800	181,300
Finished goods	734,800	690,200
	$ 1,060,600	$ 963,600

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Shareholders' Equity and Related Party Transactions

9 Months Ended

Jun. 30, 2011

Share Holders Equity and Related Party Transactions Disclosure [Abstract]

Shareholders Equity and Related Party Transactions

3.           Shareholders’ Equity and Related Party Transactions

The Company issues options to purchase common stock to its employees, certain consultants, and certain of its board members. Options are generally granted with an exercise price equal to the closing market value of a common share at the date of grant, have five- to ten-year terms and typically vest over periods ranging from immediately to three years from the date of grant. There are 1,105,000 authorized shares remaining for granting of future options.

In calculating compensation related to stock option grants, the fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model and the following weighted average assumptions:

	2011	2010
Dividend yield	None	None
Expected volatility	128.60%	134.30%
Expected annual forfeiture rate	10%	10%
Risk-free interest rate	1.10%	1.50%
Expected term (years)	4	4

The computation of expected volatility used in the Black-Scholes option-pricing model is based on the historical volatility of our share price. The expected term is estimated based on a review of historical exercise behavior with respect to option grants.

The estimated fair value of equity-based awards, less expected forfeitures, is amortized over the award’s vesting period on a straight-line, generally over three years. Share-based compensation expense recognized in the statements of operations for the nine months ended June 30, 2011 and 2010 related to common stock option grants was $22,200 and $45,000 (fair value of $0.52 and $1.24 per share), respectively. There was no share-based compensation expense recognized during the quarter ended June 30, 2011 and 2010.

During the nine months ended June 30, 2011, the Company raised $425,000 through ten private placements to the Company’s president, chairman of the board, and one other board member, as detailed below:

	# of Shares	Amount
To chairman of the board, November 9, 2010	62,500	$         50,000
To president, December 6, 2010	83,333	50,000
To chairman of the board, December 9, 2010	75,758	50,000
To president, December 27, 2010	39,062	25,000
To president, January 13, 2011	64,935	50,000
To president, January 27, 2011	60,241	50,000
To board member, January 31, 2011	27,778	25,000
To chairman of the board, February 7, 2011	64,935	50,000
To chairman of the board, April 11, 2011	106,383	50,000
To board member, April 29, 2011	33,333	25,000
	618,258	$       425,000

These shares have not been registered with the SEC. However, the Company’s president, chairman of the board, and additional board member received demand registration rights, subject to certain limitations, and unlimited piggyback registration rights, with respect to the shares. The Company is only obligated to use its best efforts to obtain an effective registration statement.

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Working Capital

9 Months Ended

Jun. 30, 2011

Working Capital Disclosure [Abstract]

Working Capital

4.           Working Capital

On February 25, 2011, the Company entered into an asset-based line of credit with Summit Financial Resources LP for its accounts receivable. The Company may borrow up to 80% of domestic accounts receivable at a daily interest rate of prime plus 2%, plus a monthly management fee of 1.1% of the borrowed accounts. As of June 30, 2011, the Company owes $173,900 on the line of credit. Interest expense on these borrowings was $6,100 for the nine months ended June 30, 2011.

On March 10, 2011, the Company entered an equity line agreement (the Agreement) with Dutchess Opportunity Fund, II, LP (Dutchess). Subject to the terms and conditions of the Agreement, the Company has the right to “put,” or sell up to $5.0 million in shares of its common stock to Dutchess. It will not receive any proceeds from the resale of these shares of common stock offered by Dutchess. The Company will, however, receive proceeds from the sale of shares to Dutchess, pursuant to the Agreement. When the Company puts an amount of shares to Dutchess, the per share purchase price that Dutchess will pay to it in respect of such put will be determined in accordance with a formula set forth in the Agreement. Generally, in respect of each put, Dutchess will pay the Company a per share purchase price equal to 95% of the lowest daily volume weighted average price of its common stock during the five consecutive trading day period beginning on the trading day immediately following the date Dutchess receives the put notice.

Dutchess is not obligated to purchase shares if its total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s outstanding common stock as determined in accordance with Rule 13d-1 of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares.

Pursuant to the terms of a Registration Rights Agreement between the Company and Dutchess, the Company was obligated to file a registration statement with the SEC to register the resale by the Investor of 1,740,000 shares of the common stock underlying the Investment Agreement on or before 21 calendar days of the date of the Registration Rights Agreement. The Company filed the required registration statement and it was declared effective on July 14, 2011.

During the nine months ended June 30, 2011, the Company has obtained working capital bridge loans from its president aggregating $55,000. These loans are non-interest bearing and due on demand.