10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For The Fiscal Year Ended December 31, 2011

Commission File No. 001-31354

Lapolla Industries, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-3545304
(State of Incorporation)	(I.R.S. Employer Identification No.)
Intercontinental Business Park
15402 Vantage Parkway East, Suite 322
Houston, Texas	77032
(Address of Principal Executive Offices)	(Zip Code)

(281) 219-4700

(Registrant’s Telephone Number)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, $.01 par value and Warrants

(Title of Each Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  YES ¨  NO þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES ¨  NO þ

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, and (2) has been subject to such filing requirements for the past 90 days.  YES þ  NO ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

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

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

As of June 30, 2011, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $14,676,892 based on the closing sales price as quoted on the NASD OTC Bulletin Board.

Common Stock outstanding as of March 29, 2012 — 106,480,210 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

LAPOLLA INDUSTRIES, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2011

INDEX

			Page
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	3
	Item 2.	Properties	3
	Item 3.	Legal Proceedings	3
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
	Item 8.	Financial Statements and Supplementary Data	10
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10
	Item 9A.	Controls and Procedures	10
	Item 9B.	Other Information	10
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	11
	Item 11.	Executive Compensation	13
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	18
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
	Item 14.	Principal Accountant Fees and Services	20
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	21
SIGNATURES			22
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS			23
INDEX OF EXHIBITS			24

(i)

FORWARD LOOKING STATEMENTS

Statements made by us in this report that are not historical facts constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.These forward-looking statements are necessarily estimates reflecting the best judgment of management and express our opinions about trends and factors which may impact future operating results. You can identify these and other forward-looking statements by the use of words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” or the negative of such terms, or other comparable terminology. Such statements rely on a number of assumptions concerning future events, many of which are outside of our control, and involve risks and uncertainties that could cause actual results to differ materially from opinions and expectations. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in context with the various disclosures made by us about our businesses including, without limitation, the risk factors discussed below. Although we believe our expectations are based on reasonable assumptions, judgments, and estimates, forward-looking statements involve known and unknown risks, uncertainties, contingencies, and other factors that could cause our or our industry's actual results, level of activity, performance or achievement to differ materially from those discussed in or implied by any forward-looking statements made by or on the Company and could cause our financial condition, results of operations, or cash flows to be materially adversely affected. Except as required under the federal securities laws and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.

PART I

As used in this report, “Lapolla” and the “Company” or “Us” or “We” refer to Lapolla Industries, Inc., unless the context otherwise requires. Our Internet website address is www.lapollaindustries.com. We make our periodic and current reports, together with amendments to these reports, available on our website, free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on our website is not incorporated by reference in this Annual Report on Form 10-K.

Item 1.  Business.
 

General Overview

Lapolla is a leading manufacturer and distributor of foam, coatings, and equipment, focused on developing and commercializing foam and coatings targeted at commercial and industrial and residential applications in the insulation and construction industries. Being back integrated in both foam and coating systems puts Lapolla in a strong competitive position as both product lines reduce energy consumption and ultimately lead to direct savings for consumers. Our products address growing consumer awareness of the building envelope. The building envelope is the separation between the interior and the exterior environments of a building and serves as the outer shell to protect the indoor environment as well as to facilitate its climate control. We provide superior insulation, an air barrier, and a vapor barrier with our products. We invest substantial resources to acquire, develop and commercialize a variety of foam and coatings products and related sales and marketing programs on a regular basis.

Operating Segments

We operate our business on the basis of two reportable segments — Foam and Coatings.  The Foam segment involves producing building envelope insulation foam for interior application and roofing systems. The Coatings segment involves producing protective elastomeric coatings and primers. Both segments involve supplying equipment and related ancillary items used for application of our products.  The following table sets forth, for the years indicated, sales for our Foam and Coatings segments:

	2011		2010
Foam	$	71,592,721	$	61,597,220
Coatings	$	14,626,991	$	8,899,409

Foam Segment

Our foam business involves supplying spray foam insulation and roofing foam to the construction industry. Spray foam insulation applications consist of perimeter wall, crawl space, and attic space commercial and industrial, and residential, applications. Roofing applications consist of new and retrofit commercial and industrial, and residential, applications. Opening up our own Foam Resin Plant in 2007 enabled Lapolla to benefit from the economics of manufacturing spray polyurethane foam systems and new sales opportunities through previously unavailable channels (e.g. distribution) arose. Lapolla provides open and closed cell spray foam for insulation, as well as closed cell technology for roofing applications.  We have attained certain, and continue to attain, third party credentials for our in-house manufactured spray foam systems, which enables greater acceptance of our proprietary foam products in our target markets. This segment also supplies adhesives and equipment for applications. We use our own distribution facilities, as well as public warehousing in certain local markets nationally to better serve our customers. Performance, availability, product credentials, approvals, technical and customer service, and pricing are major competitive factors in the spray foam business.

Coatings Segment

Our coatings business involves supplying a variety of protective coatings for roofing systems for new and retrofit commercial and industrial applications to the roofing industry. We use our own distribution facilities, as well as public warehousing in certain local markets nationally to better serve our customers. Product credentials, approvals and performance, pricing, technology, technical customer service, and availability are major competitive factors in our coatings business.

See also Note 20, “Business Segment Information,” in the notes to the financial statements listed under Item 15 of Part IV of this report.

International Operations

Our international sales, consisting primarily of our Canadian operations, represented approximately 12.7% and 12.4% of our total product sales for the year ended December 31, 2011 and 2010, respectively. We have a registered branch office in Mississauga, Ontario operated by a resident management team to serve customers in the Canadian markets.  We are also aggressively pursuing international business and have entered into relationships with distributors in various European countries. We expect 2012 and beyond to reflect increased international growth and revenues.

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Sales and Marketing

We maintain a growing national and limited international sales and marketing focus. Sales are concentrated on distributors and contractors in the insulation and roofing industries. Lapolla utilizes direct sales, independent representatives, distributors, and public bonded warehouses strategically positioned on a state, regional, or country basis to serve customers. Insulation foam and reflective roof coatings are aggressively growing through enhanced consumer awareness due to nationally promoted programs from federal, state, municipal and other government agencies, energy companies, and private organizations. Some of these programs include the American Recovery and Reinvestment Act of 2009, Cool Roof Rating Council, Energy Star and state and utility company funded rebates to energy conscious building owners for following very specific recommendations, using reflectivity and emmissivity as the general goal in reducing the environmental impact of the “heat island effect”. Lapolla places a high priority on sales trending to create preparedness and processes to better serve customers. Information is gathered from sales, customers, management experience and historical trending to predict needed supply for stock and warehousing to meet the needs of our customers on a timely basis. Public warehousing, distribution and direct sales allow us to supply our customers in a timely and efficient fashion. The combined volumes of our products are disbursed throughout a broad customer base. This broad base assures lack of vulnerability to the loss of one key customer.

Raw Materials

We place a high priority on forecasting material demand to meet customer demands in the most expedient and cost effective manner.  The primary materials being used to manufacture our foam and coatings products are polyols, catalysts, resins, and titanium dioxide. The suppliers of the necessary raw materials are industry leaders in both the specific chemistries and basic in the manufacturing of the raw materials for supply.  We maintain strong relationships and have commitments for continuing supply through times of shortage. A lengthy interruption of the supply of one of these materials could adversely affect our ability to manufacture and supply commercial product.  With our volume potential, Lapolla continues to be a potentially lucrative target for vendors to assure their own growth and demand in 2012 and beyond. Our foam resins and acrylic coatings are manufactured in our Houston, Texas facility. We maintain sufficient manufacturing capacity at this facility to support our current forecasted demand as well as a substantial safety margin of additional capacity to meet peaks of demand and sales growth in excess of our current expectations.

Patents and Trademarks

We rely on our own proprietary technologies in our foam and coatings segments for finished goods formulations.  Additionally, we also rely on trade secrets and proprietary know-how that we seek to protect, in part, through confidentiality agreements with our partners, customers, employees and consultants. We market our products under various trademarks, for which we have registered and unregistered trademark protection in the United States. These trademarks are considered to be valuable because of their contribution to market identification of our products.

Competition

Competition is based on a combination of product credentials, approvals, price, technology, availability, performance, and limited warranties. Lapolla is expanding through aggressive sales and marketing, competitive pricing, a selective sales force comprised of direct salespersons, independent representatives, and distributors, building owner and contractor brand awareness, and acquisitions. Lapolla differentiates itself from competitors by offering personalized sales support and providing efficient response time on issues ranging from technical service to delivery of products. We are one of the largest suppliers of spray polyurethane foam for insulation and roofing foam nationally with global expansion plans underway. The foam manufacturing industry consists of a few large and medium sized manufacturing companies with global, national and regional presence primarily relying on distributors to service markets. We are able to access distribution channels and penetrate target markets through direct sales more effectively as a manufacturer of foam resins. Our products are supplied primarily to large, medium and small insulation, roofing, and general contractors. Within the coatings industry, as manufacturers specifically focused on energy efficient acrylic coatings for roofing and construction as their primary line, Lapolla is a major player in a very fragmented market. Product credentials and approvals differentiate product lines and suppliers that are more readily suited to broad use and industry acceptance. We are currently listed with certain credentials and approvals to assure minimal restrictions in markets and uses. Lapolla utilizes advertising campaigns, articles in industry periodicals, trade show exposure, public relations, printed case studies, internet and website exposure, mailers and direct sales, distribution, and marketing to obtain greater product branding and recognition.

Employees

At December 31, 2011, we employed 88 full time individuals, none of which are represented by a union. We believe that our relations with our employees are generally very good.

Environmental Matters

We are subject to federal, state, and local environmental laws and regulations and believe that our operations comply in all material respects where we have a business presence. No significant expenditures are anticipated in order to comply with environmental laws and regulations that would have a material impact on our Company in 2012. We are not aware of any pending litigation or significant financial obligations arising from current or past environmental practices that are likely to have a material adverse effect on our financial position. However, we cannot assure that environmental problems relating to properties operated by us will not develop in the future, and we cannot predict whether any such problems, if they were to develop, could require significant expenditures on our part. In addition, we are unable to predict what legislation or regulations may be adopted or enacted in the future with respect to environmental protection and waste disposal that may affect our product or services.

Seasonality

Lapolla’s business, taken as a whole, is materially affected by seasonal factors. Specifically, sales of our products tend to be lowest during the first and fourth fiscal quarters, with sales during the second and third fiscal quarters being comparable and marginally higher. Although our foam resins and acrylic coatings are restricted by cold temperatures, we have developed certain formulations that allow for a broader range of application in colder temperatures. By broadening and diversifying our foam and coatings products to those that are less sensitive to temperature during application, we increase the likelihood of less seasonal downward sales trending during the winter months.  Inclement weather does impede sales, but it also produces a pent up demand that can be realized in the subsequent short term.

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Historical Information

We were incorporated in the state of Delaware on October 20, 1989 and underwent a variety of name changes and operations. For our current operations, we acquired 100% of the capital stock of Infiniti Paint Co., Inc., a Florida corporation, effective September 1, 2001, which was engaged in the business of developing, marketing, selling, and distributing acrylic roof coatings, roof paints, polyurethane foam systems, sealants, and roof adhesives in the Southeastern United States. On December 20, 2004, we changed our name from Urecoats Industries, Inc. to IFT Corporation. During the latter part of 2004, our Infiniti Subsidiary built and began operating a manufacturing plant in the Southeastern United States. On February 11, 2005, we acquired 100% of the capital stock of Lapolla Industries, Inc., an Arizona corporation, which was engaged in the business of manufacturing acrylic roof coatings and sealants, and distributing polyurethane foam systems in the Southwestern United States. On April 1, 2005, our Infiniti subsidiary merged with and into our Lapolla subsidiary whereas the existence of our Infiniti subsidiary ceased. On October 1, 2005, our Lapolla subsidiary merged with and into the Company, under its former name of IFT Corporation, whereas the existence of our Lapolla subsidiary ceased. On November 8, 2005, the Company changed its name to Lapolla Industries, Inc.

Item 1A.  Risk Factors.

As a leading national manufacturer and supplier of foam and coatings, we operate in a business environment that includes certain risks. The risks described in this section could adversely affect our sales, operating results and financial condition. Although the factors listed below are considered to be the most significant factors, they should not be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles which may adversely affect our business.

·   Global Economic Conditions-The current stabilizing global economic crisis described below should also be considered when reviewing each of the subsequent paragraphs setting forth the various aspects of our business, operations, and products. The inconsistent global economic recovery is causing unpredictable credit markets, irregular levels of liquidity, and rates of default and bankruptcy continue; however, increased consumer and business spending persists. Although the ultimate outcome of these events cannot be predicted, it may have a material adverse effect on the Company and our ability to borrow money in the credit markets and potentially to draw on our revolving credit facility or otherwise obtain financing on favorable terms.  Similarly, current or potential customers and suppliers may no longer be in business, may be unable to fund purchases or determine to reduce purchases, all of which could lead to reduced demand for our products, reduced gross margins, and increased customer payment delays or defaults. Further, suppliers may not be able to supply us with needed raw materials on a timely basis, may increase prices or go out of business, which could result in our inability to meet customer demand in a timely manner or affect our gross margins. We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs associated with our operations.

·   Cost and Availability of Raw Materials-Our operating results are significantly affected by the cost of raw materials. We may not be able to fully offset the impact of force majeure events and higher raw material costs through price increases or productivity improvements. Certain raw materials are critical to our production processes, such as polyols, catalysts, and titanium dioxide. The Company has supply arrangements to meet the planned operating requirements for the future. However, an inability to obtain these critical raw materials at any future date would adversely impact our ability to produce products.

·   Retention of Key Personnel-Our success depends upon our retention of key managerial, technical, and selling personnel. The loss of the services of key personnel might significantly delay or prevent the achievement of our development and strategic objectives.  Competition for such highly skilled employees in our industry is high, and we cannot be certain that we will be successful in recruiting or retaining such personnel. We also believe that our success depends to a significant extent on the ability of our key personnel to operate effectively, both individually and as a group. If we are unable to identify, hire and integrate new employees in a timely and cost-effective manner, our operating results may suffer.

·   Acquisitions -As part of our business strategy, we regularly consider and, as appropriate, make acquisitions of technologies, products and businesses that we believe are synergistic. Our primary acquisition criterion is sales volume in our core foam and coatings competencies. Acquisitions may involve risks and could result in difficulties in integrating the operations, personnel, technologies and products of the companies acquired, some of which may result in significant charges to earnings. If we are unable to successfully integrate our acquisitions with our existing businesses, we may not obtain the advantages that the acquisitions were intended to create, which may materially adversely affect our business, results of operations, financial condition and cash flows, our ability to develop and introduce new products and the market price of our stock. In connection with acquisitions, we could experience disruption in our business or employee base, or key employees of companies that we acquire may seek employment elsewhere, including with our competitors. Furthermore, the products of companies we acquire may overlap with our products or those of our customers, creating conflicts with existing relationships or with other commitments that are detrimental to the integrated businesses.

·   SEC Reviews -The reports of publicly-traded companies are subject to review by the SEC from time to time for the purpose of assisting companies in complying with applicable disclosure requirements and to enhance the overall effectiveness of companies’ public filings, and comprehensive reviews of such reports are now required at least every three years under the Sarbanes-Oxley Act of 2002. SEC reviews may be initiated at any time. While we believe that our previously filed SEC reports comply, and we intend that all future reports will comply in all material respects with the published rules and regulations of the SEC, we could be required to modify or reformulate information contained in prior filings as a result of an SEC review. Any modification or reformulation of information contained in such reports could be significant and could result in material liability to us and have a material adverse impact on the trading price of our common stock.

Item 2.  Properties

The Company has operating leases as follows:

Location	Description of Operations	Terms
Houston, Texas	Corporate, Customer Service, Distribution, Manufacturing, Marketing, Sales, Rig Assembly, Training	01-01-2010 to 04-30-2016
Ontario, Canada	Customer Service, Distribution, Sales, and Training	11-10-2010 to 11-09-2014
Englewood Cliffs, New Jersey	Sales	Month-to-Month
Rutledge, Georgia	Relocated Operations to Houston, Texas	07-01-2008 to 12-31-2012

Our present facilities are adequate for our currently known and projected near term needs.

Item 3.  Legal Proceedings

Legal Proceedings

We are involved in various lawsuits and claims arising in the ordinary course of business. These matters are, in our opinion, immaterial both individually and in the aggregate with respect to our financial position, liquidity or results of operations.

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PART II

Item 5.  Market for the Company’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

The following table shows the quarterly price range of our common stock during the periods listed.

	2011				2010
Calendar Quarter	High		Low		High		Low
First	$	0.72	$	0.51	$	0.66	$	0.36
Second	$	0.99	$	0.52	$	0.66	$	0.42
Third	$	0.76	$	0.45	$	0.75	$	0.48
Fourth	$	0.60	$	0.33	$	0.65	$	0.46

Our common stock is traded on the NASDAQ O-T-C Bulletin Board under the symbol “LPAD”. As of March 29, 2012, there were approximately 2,800 holders of record, of which 405 are registered holders and 2,395 are beneficial folders, of our common stock.  We did not declare any dividends on our common stock during the past two years and do not anticipate declaring such dividends in 2012.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information about our common stock that may be issued upon the exercise of options, warrants and rights under all equity compensation plans, as of December 31, 2011:

Equity Compensation Plan Information
					Number of Securities
					Remaining Available for
	Number of Securities to		Weighted-Average		Future Issuance Under
	Be Issued Upon Exercise		Exercise Price of		Equity Compensation Plans
	Of Outstanding Options,		Outstanding Options,		(excluding Securities
	Warrants and Rights		Warrants and Rights		Reflected in Column (a))
Plan Category	(a)		(b)		(c)
Equity Compensation Plans
Approved by Security Holders (1)		6,948,333	$	0.60		3,051,667
Equity Compensation Plans Not
Approved by Security Holders (2)		2,980,000	$	0.59		—
Total		9,928,333	$	0.60		3,051,667

(1) Includes shares of our common stock issuable under our Equity Incentive Plan. For a description of this plan, refer to Note 18 – Share-Based Payment Arrangements, Equity Incentive Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

(2) Represents 2,500,000 outstanding detachable Warrants issued by the Company in connection with certain prior financing agreements with ComVest (Refer to the Footnotes in the Stockholders Holding 5% or More section for more detailed information) and 480,000 outstanding restricted shares of common stock granted by the Company pursuant to a Director Plan (Refer to Note 18 – Share-Based Payment Arrangements, Director Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011 for a description of this plan).

Performance Graph

Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the AMEX Industrial Manufacturing Index for the period beginning December 31, 2005 and ending December 31, 2011. The graph assumes that all dividends have been reinvested. We did not declare any dividends during the past five years.

Recent Sales of Unregistered Securities.

In private transactions relying on Section 4(2) of the Securities Exchange Act of 1933, as amended, we issued and/or exchanged an aggregate of 25,401,112 shares of our restricted common stock to directors and our majority stockholder.  Refer to Note 17 - Securities Transactions, Items (a) through (d) in the Notes to the Financial Statements listed under Item 15 of Part IV of this report for more detailed information.

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Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Management's Discussion and Analysis

of Financial Condition and Results of Operations for the Three-Year Period Ended December 31, 2011

Overview

This financial review presents our operating results for each of the three years in the period ended December 31, 2011, and our financial condition at December 31, 2011. Except for the historical information contained herein, the following discussion contains forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. We discuss such risks, uncertainties and other factors throughout this report and specifically under Item 1A of Part I of this report, “Risk Factors.” In addition, the following review should be read in connection with the information presented in our financial statements and the related notes to our financial statements.  Refer to Item 8 of this Form 10-K, Note 1 – Summary of Significant Accounting Policies for further information regarding significant accounting policies and Note 20 – Business Segment Information in our financial statements listed under Item 15 of Part IV of this report for further information regarding our business segment structure.

Overall Results of Operations

Sales

The following is a summary of sales for the years ending December 31:

	2011		2010		2009
Sales	$	86,219,712	$	70,496,629	$	50,026,470

Sales increased $15,723,082, or 22.3%, from 2010 to 2011, compared to an increase of $20,470,159, or 40.9%, from 2009 to 2010. From 2010 to 2011, sales increased $9,995,501, or 16.2%, for our foams, and $5,727,581, or 64.4%, for our coatings, compared to an increase of $18,516,479, or 43.0%, for our foams, and $1,953,680, or 28.1%, for our coatings, due to higher demand attributed to cost conscious residential and commercial building owners transitioning from traditional fiberglass insulation and roofing systems to energy efficient SPF and acrylic coatings. High and volatile energy prices continue to heighten the public’s interest for green building materials and sustainable energy solutions. Our AirTight SprayFoam division, which is a turn-key, equipment, startup, and training operation, provided additional market penetration for our foams, resulting in approximately $12.0 Million, $11.4 Million, and $8.5 Million, in sales in 2011, 2010, and 2009, respectively. Pricing changes added approximately $1,225,204 and reduced approximately $1,152,907 and $122,316, in sales, while sales volumes added approximately $14,497,879, $19,317,252, and $2,007,604, for 2011, 2010, and 2009, respectively.

Cost of Sales

Cost of sales increased $17,248,132, or 32.1%, from 2010 to 2011, compared to an increase of $16,244,543, or 43.3%, from 2009 to 2010. From 2010 to 2011, cost of sales increased $11,903,905, or 25.4%, for our foams, and $5,344,227, or 77.4%, for our coatings, due primarily to increases of $9,995,501, or 16.2%, and $5,727,581, or 64.4%, in our foam and coatings sales, respectively. We had a 60.8% and 58.6% increase in freight costs, along with a 5.8% and 2.9% increase in material costs, in 2011 and 2010. Freight and material costs increased in 2011 due primarily to sales volumes, extraordinary increases in raw material costs from global allocation, unusual geopolitical circumstances, and profit taking by feedstock suppliers, and in 2010 due primarily to increased sales volumes. From 2009 to 2010, cost of sales increased $14,884,604, or 46.5%, for our foams, and $1,359,940, or 24.5%, for our coatings, due primarily to increases of $18,516,479, or 43.0%, and $1,953,680, or 28.1%, in our foam and coatings sales, respectively. We had a 15.5% decrease in freight costs, along with a 2.7% decrease in material costs, in 2009.

Gross Profit

Our gross profit decreased $1,525,050, or 9.1%, from 2010 to 2011, due to extraordinary increases in raw material costs from global allocation, unusual geopolitical circumstances, and profit taking by feedstock suppliers, offset by sales growth, compared to an increase of $4,225,616, or 33.9% from 2009 to 2010, due to our sales growth.  Gross margin percentage decreased 9.1% from 2010 to 2011 and 1.2% from 2009 to 2010 due primarily to increased freight costs and raw materials costs, offset by manufacturing efficiencies.

Operating Expenses

Our total operating expenses are comprised of selling, general and administrative expenses, or SG&A, professional fees, depreciation, amortization of other intangible assets, and consulting fees. These total operating expenses increased $4,755,668, or 25.9%, from 2010 to 2011, due to increases of $4,216,991 for SG&A, $224,243 for professional fees, $63,316 for amortization of other intangible assets, and a decrease of $14,884 for depreciation expense, compared to, $246,229, or 1.8% from 2009 to 2010, due to increases of $92,633 for SG&A, $78,036 for professional fees, $27,567 for depreciation, $21,127 for amortization of other intangible assets, and $26,866 for consulting fees.

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SG&A increased $4,216,991, or 25.5%, from 2010 to 2011, due to increases of $22,176 for advertising, $588,544 for bad debts, $303,448 for corporate office, $151,028 for distribution, $31,184 for insurances, $306,695 for marketing and promotions, $1,124,039 for payroll and related employee benefits, $124,965 for rents, $48,595 for sales commissions, $1,192,384 for share based compensation, and $336,472 for travel and travel related services, offset by a decrease of $12,539 for investor relations. The $588,544 increase for bad debts related to an increase in select customer bankruptcies and defaults due to lingering stressors from the tightened credit markets and recession. The $303,448 increase in corporate office expenses relates primarily to increases of $162,698 in bank fees, $30,451 in cellular phones, $56,732 in collection fees, $31,409 in dues and subscriptions, $102,072 in miscellaneous expense, $72,554 in temporary labor, partially offset by a reversal of $164,119 in accrued executive management EBITDA bonus due to the established criteria not being met in 2011, and a decrease of $31,388 in lease expense. The $151,028 increase in distribution expenses relates to increased sales volumes through previously established outside warehouses and using additional outside warehouses to better serve customers.  The $31,184 increase in insurance relates to an increase in our credit insurance premium. The $306,695 increase for marketing, promotions, and trade shows, was from an increase in attendance at major industry trade shows and larger volume of printed marketing and give-a-way promotional items from broader sales efforts.  The $1,124,039 increase in payroll and related employee benefits was due to hiring of additional sales personnel and middle management to manage the 22.3% increase in sales volumes and to meet anticipated growth forecasts. The increase of $124,965 in rents was due to expansion of our Houston, Texas facility to include space for spray rig building and technical training and our Ontario, Canada facility to include more space for warehousing and technical training. The $48,595 increase in sales commissions was due to the 22.3% increase in sales. The $1,192,384 increase in share based compensation due to expensing of stock options and restricted stock awards to non-employee directors and consultants. The $336,472 increase for travel and travel related services related to increased attendance at trade shows and international expansion efforts. SG&A increased $92,633, or 0.8%, from 2009 to 2010 due to increases of $67,357 for advertising, $487,364 for sales commissions, $238,881 for corporate, $10,174 for investor relations, $891,800 for payroll and related employee benefits, and $56,835 for travel and related services, offset by decreases of $649,691 for bad debts, $23,506 for distribution, $174,810 for insurances, $360,660 for marketing, promotions, and trade shows, $13,107 for rents, and $438,005 for share based compensation. The $487,364 increase in sales commissions was due to the 40.9% increase in sales.  The $238,881 increase in corporate was primarily due to the establishment of the executive management EBITDA bonus program in 2010.  The $892,800 increase in payroll and related employee benefits was due to increases in salaries and hiring of additional sales personnel to manage the 40.9% increase in sales volumes. The $649,691 decrease in bad debts in 2010 was due to an improved economic environment, tighter credit controls, and increased use of credit insurance. The $174,810 decrease in insurances was from reduced loss ratios under our various insurances, resulting in more competitive renewal costs.  The $360,660 decrease in marketing, promotions, and trade shows, was from implementation of more efficient strategies. The $438,005 decrease in share based compensation resulted from a reduction in outstanding stock option and restricted common stock incentive grants.

Professional fees increased $244,240, or 68.0%, from 2010 to 2011, compared to, an increase of $78,036, or 27,7%, from 2009 to 2010, primarily due to increased legal fees related to review of various board, executive, and international business agreements.

Depreciation expense decreased $14,882, or 5.0%, from 2010 to 2011, due to a decrease in depreciable assets, compared to, an increase of $27,567, or 9.7% from 2009 to 2010 due to an increase in depreciable assets, primarily vehicles for our growing sales force.

Amortization of other intangible assets expense increased $63,316, or 14.1%, compared to, $21,126, or 5.8%, from 2009 to 2010, due to an increase in amortizable assets primarily approvals and certifications.

Consulting fees increased $246,003, or 54.0%, from 2010 to 2011, due to the Company entering into an advisory and consulting agreement with a non-employee director in the first quarter of 2011, compared to, an increase of $26,866, or 14.7%, from 2009 to 2010, due to retaining outside professionals for advisory and information technology services.

Other Income (Expense)

Our total other income (expense) are comprised of interest expense, interest expense – related party, interest expense – amortization of discount, gain or loss on derivative liability, (gain) loss on sale of assets, and other, net.

The total other income (expense) decreased $673,365, or 207.6%, from 2010 to 2011, due to decreases of $247,864 for interest expense, $200 for interest expense – related party, $702,232 for interest expense – amortization of discount, a $4,051 gain on the sale of an asset, offset by a decrease of $141,902 in gain on our derivative liability and $139,082 in other, net, compared to, a decrease $945,605, or 48.7%, from 2009 to 2010, due to decreases of $372,730 for interest expense, $247,059 for interest expense - related party, and $209,853 for interest expense - amortization of discount, and an increase of $154,765 for other, net, offset by a reduction of $38,801 in gain on derivative liability.

Interest expense decreased $247,864, or 43.8%, from 2010 to 2011, due to the Company maintaining asset based bank financing at competitive interest rates, compared to, a decrease of $372,730, or 31.4%, from 2009 to 2010, due to the Company obtaining asset based bank financing at competitive interest rates during the latter half of 2010 which replaced more expensive mezzanine styled credit instruments.

Interest expense – related party was $-0-, from 2010 to 2011, due to no outstanding related party loans, compared to, a decrease of $247,059, or 99.9%, from 2009 to 2010, due to a decrease in capital utilized from related party loans provided by our Chairman of the Board.

Interest expense – amortization of discount was $-0-, from 2010 to 2011, due to no outstanding mezzanine credit, compared to, a decrease of $209,853, or 23.0%, from 2009 to 2010, due to the Company paying off its mezzanine styled debt during the latter part of 2010 in connection with obtaining asset based bank financing on more favorable terms.

Gain on derivative liability decreased $141,902, or 103.0%, from 2010 to 2011, compared to a decrease of $38,801, or 12.2%, from 2009 to 2010, due primarily to the volatility in the Company's common stock in relation to the outstanding detachable warrants granted in connection with the Company's former mezzanine styled debt instruments.

6

Gain on sales of assets increased $4,051, or 31.5%, from 2010 to 2011, due to sale of depreciable vehicles and equipment for more than book value, compared to, a gain of $8,813, from 2009 to 2010, due to sale of a depreciable vehicle for more than book value.

Other income decreased $139,082, or 153.1%, from 2010 to 2011, due primarily to an decrease in collection of finance charges related to extensions of credit on aged accounts receivable, compared to, an increase of $154,765, or 184.3%, from 2009 to 2010, due primarily to an increase in collection of finance charges related to extensions of credit on aged accounts receivable.

Net Income (Loss)

Net loss was $3,506,290, from 2010 to 2011, due primarily to an increase in cost of sales of $17,248,132, or 32.1%, from an increase of 60.8% in freight costs and 5.8% in material costs, total operating expenses of $4,755,668, or 25.9%, from an increase of 25.5% in SG&A (which includes non-cash share based compensation of $1,192,384), 40.4% in professional fees, and 54.0% in consulting fees, offset by a decrease of $673,363 in other, net, from a decrease of 43.8% in interest expense, 100% in interest expense – amortization of discount, 103.0% in gain on derivative liability, and 207.6% in other income, compared to, net income of $2,101,064 for 2010, compared to a net loss of $2,823,927 for 2009, due primarily to a $20,470,159, or 40.9% increase in sales resulting in a $4,225,616, or 33.9%, increase in gross profit, decreases of $649,691, or 60.5%, in bad debts, $174,810, or 31.2%, in insurance costs, $360,660, or 28.0%, in marketing, promotions, and trade shows, $438,005, or 81.3%, in share based compensation, $372,730, or 31.4%, in interest expense, $247,059, or 99.9%, in interest expense - related party, $209,853, or 23.0%, in interest expense - amortization of discount, and $154,765, or 173.8%, in other income.  Net loss per share was $0.04 for 2011, compared to net income per share of $0.03 for 2010 and net loss per share of $0.06 for 2009.

Net Income (Loss) Available to Common Stockholders

Net loss available to common stockholders and related loss per share was $4,175,235 and $0.05 for 2011, net income available to common stockholders and related income per share was $772,934 and $0.01 for 2010, and net loss available to common stockholders and related loss per share was $3,640,952 and $0.06 for 2009.  We had a $659,186, or 49.6%, decrease in our preferred stock dividends from 2010 to 2011, due to a decrease in the amount of Series D Preferred Stock outstanding during 2011, compared to, a $511,106, or 62.6%, increase in our preferred stock dividends from 2009 to 2010, due to an increase in the amount of Series D Preferred Stock outstanding during 2010.

Results of Business Segments

The following is a summary of sales by segment for the years ending December 31:

Segments	2011		2010		2009
Foam	$	71,592,721	$	61,597,220	$	43,080,741
Coatings	$	14,626,991	$	8,899,409	$	6,945,729

Foam Segment

Foam sales increased $9,995,501, or 16.2%, from 2010 to 2011, compared to, an increase of $18,516,479, or 43.0%, from 2009 to 2010, due to energy conscious building owners and consumers continuing to seek relief from costly energy prices, as spray polyurethane foam (SPF) gains market share from the paradigm shift away from traditional insulation systems such as fiberglass. AirTight furthered our market penetration into the foam segment through its start-up training and rig building operations. Foam equipment sales increased $237,504, or 6.6%, from 2010 to 2011, compared to, an increase of $1,574,577, or 76.9%, from 2009 to 2010. Foam cost of sales increased $11,903,905, or 25.4%, from 2010 to 2011, due primarily to increased sales volumes, higher freight and raw material costs, partially offset by manufacturing efficiencies, compared to, an increase of $14,884,604, or 46.5%, from 2009 to 2010, due primarily to increased sales volumes and higher freight costs, partially offset by manufacturing efficiencies. Foam gross profit decreased $1,908,404, or 13.0%, from 2010 to 2011, due to extraordinary increases in raw material costs from global allocation, unusual geopolitical circumstances, and profit taking by feedstock suppliers, offset by sales growth, compared to, an increase of $3,631,875, or 32.8%, from 2009 to 2010, due to our sales growth.  Foam gross margin percentage decreased 13.0% from 2010 to 2011, due primarily to increased raw material and freight costs and the inability to pass on these increased costs to our customers due to market softness during 2011, compared to, a decrease of 1.8%, primarily from higher freight costs. Foam segment profit decreased $3,290,157, or 65.9%, from 2010 to 2011, primarily due to an increase of $9,995,501, or 16.2% from aggressive sales growth, offset by an increase of $11,903,905, or 25.4%, in cost of sales from higher freight and raw material costs and $1,381,753, or 14.2%, in segment operating costs, compared to, an increase of $3,745,166, or 299.5%, from 2009 to 2010, primarily due to a $18,516,479, or 43.0%, increase in sales.

Coatings Segment

Coatings sales increased $5,727,581, or 64.4%, from 2010 to 2011, compared to, an increase of $1,953,680, or 28.1%, from 2009 to 2010, due to increased demand from general economic improvements and loosening of credit markets. Coating equipment sales decreased 324,946, or 92.7%, from 2010 to 2011, compared to an increase of $147,343, or 72.6%, from 2009 to 2010. Coatings cost of sales increased $5,344,227, or 77.4%, from 2010 to 2011, due primarily to increased sales volumes, higher freight and raw material costs, partially offset by manufacturing efficiencies, compared to, an increase of $1,359,939, or 24.5%, from 2009 to 2010, due to increased sales volumes and higher material costs. Coatings gross profit increased $383,354, or 19.2%, from 2010 to 2011, due to higher sales volumes, offset by higher raw material costs and a gross margin decrease of 6.2% primarily from higher freight and raw material costs, compared to, an increase of $593,741, or 42.2%, from 2009 to 2010, due to higher sales volumes and a gross margin percentage increase of 2.2%, primarily from manufacturing efficiencies, partially offset by higher material costs. Coating segment profit decreased $542,779, or 80%, from 2010 to 2011, due to higher freight and raw material costs, and an increase of $926,133, or 70.1%, in segment operating costs, compared to an increase of $776,160, or 544.6%, from 2009 to 2010, due to higher sales volumes.

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Total Segments

Total sales increased $15,723,082, or 22.3%, from 2010 to 2011, compared to, an increase of $20,470,159, or 40.9%, from 2009 to 2010.  Total equipment sales decreased $87,442, or 2.2%, from 2010 to 2011, compared to, an increase of $1,721,920, or 76.5%, from 2009 to 2010. Total cost of sales increased $17,248,132, or 32.1%, from 2010 to 2011, compared to, an increase of $16,244,543, or 43.3%, from 2009 to 2010. Total gross profits decreased $1,525,050, or 9.1%, and gross margin percentage decreased 6.1%, from 2010 to 2011, compared to, an increase of $4,225,616, or 33.9%, and gross margin percentage decreased 1.2%, from 2009 to 2010. Total segment operating expenses increased $2,307,886, or 20.9%, from 2010 to 2011.  Total segment profits decreased $3,832,936, or 67.5%, from 2010 to 2011, compared to, an increase of $4,566,157, or 412.1%, from 2009 to 2010.

Outlook for 2012

The Company’s outlook remains very aggressive and positive, as we expect sales to continue to grow to record levels in 2012. Our optimism is based on our market share gains in the insulation and construction markets which are driven by growing consumer awareness about energy efficient foams and coatings. The markets for our products are highly competitive; however, we believe that our competitive advantages are rooted in our product formulations, credentials, approvals, performance, pricing, and technical customer service. In addition, we offer the flexibility, quality of products and responsiveness that a smaller company can offer. This outlook is based on a number of assumptions relating to our business and operations which are subject to change, some of which are outside our control. A variation in our assumptions may result in a change in this outlook.

Liquidity and Capital Resources

Cash on hand was $-0-, $298, and $400,821, for 2011, 2010, and 2009, respectively.  The Company established a new Revolver Loan in 2010 which provides and automatic sweep of our bank accounts to facilitate draw downs and minimize interest expense. We did not have an automatic sweep feature in place under our prior mezzanine debt and paid down our former revolving credit note on a periodic basis. Stockholders' Equity decreased $2,239,754, or 35.5%, from 2010 to 2011, due to the comprehensive loss of $3,597,796 and accrued preferred stock dividends of $668,945, offset by the issuance of $315,000 in preferred stock and $418,773 in common stock, and $1,293,214 in share-based compensation, compared to, an increase of $2,546,362, or 67.7%, from 2009 to 2010, due to comprehensive income of $2,078,489, issuance of an aggregate of $1,406,870 in preferred stock and $388,304 for common stock, and $100,831 in share based compensation, offset by $1,328,131 in accrued preferred stock dividends and a $100,000 voluntary redemption of preferred stock.  During 2011, we increased our Revolver Loan commitment to $13 Million, paid down our Term Loan by an additional $1,250,000, and withstood increased freight and material costs due primarily to record sales volumes, extraordinary increases in raw material costs from global allocation, unusual geopolitical circumstances, and profit taking by feedstock suppliers. During 2010, we refinanced our mezzanine styled credit instruments, which matured on August 31, 2010, with asset based bank financing on substantially improved financial terms. Our new bank financing provided us with a Term Loan of $2.5 Million, which was used to pay off our matured convertible term loan and, a Revolver Loan for $10 Million, which was used to pay off our prior matured revolving loan and make available working capital to meet our continuing operating requirements. We continue to experience record sales growth into 2012, and the associated increases in accounts receivable, inventory, and expenses to support our incline may require additional cash liquidity. Management believes that the cash on hand, cash generated from operations and the Revolver Loan, subject to borrowing base limitations (as described below) from our banking institution, will be sufficient to fund operations, including any capital expenditures (budgeted $250,000), through fiscal 2012. Notwithstanding the foregoing, we are seeking to raise additional capital through private placements of debt, or common or preferred stock with accredited sophisticated investors, to fund our aggressive strategic growth plans globally. If the Company chooses to raise additional capital, anti-dilution provisions under the outstanding detachable warrants issued in connection with our prior mezzanine styled financing may be triggered if any security sold is convertible into or exchangeable for our common stock based on the price of the common stock sold. Moreover, pursuant to our bank financing Loan Agreement, we must prepay any amount outstanding under the Term Loan out of the net proceeds of the capital raised ($937,500 at December 31, 2011). The Loan Agreement limitation may adversely impact our ability to raise additional capital.

Net cash provided by operations was $272,799 in 2011, compared to, 2,749,855 in 2010.  The cash provided by operations for 2011 as compared to cash used in 2010 was attributable to the net loss of $3,506,290 for the year, including the effect of adjustments to reconcile net loss to cash provided by or used in operating activities and adjusting for non-cash items, primarily decreases of $702,233 in amortization of discount on convertible term and revolving credit notes due to paying off those notes with a new banking relationship in 2010, and a $12,864 gain on disposal of an asset, offset by increases of $74,515 in depreciation, $63,316 in amortization of other intangible assets related to approvals and certifications, $338,544 in provision for losses on accounts receivable due to certain customer bankruptcies or insolvencies resulting from general economic conditions, $1,192,383 in share based compensation relating to vesting shares of common stock pursuant to a consultant/advisory agreement entered into between the company and a director in February 2011, and $141,902 in gain on derivative liability. The foregoing was augmented by increases of $1,289,857 in trade receivables, $869,104 in inventories, $170,775 in prepaid expenses and other current assets, $593,430 in deposits and other non-current assets, $3,957,760 in accounts payable, and $166,610 in accrued expenses and other current liabilities, due to an increase of $15,723,082 in sales. Net cash provided by operations was $2,749,855 in 2010, compared to, net cash used by our operations of $2,688,144 in 2009.  The cash provided by operations for 2010 as compared to cash used in 2009 was attributable to net income of $2,101,064 for the year, including the effect of adjustments to reconcile net income to cash provided by or used in operating activities and adjusting for non-cash items, primarily decreases of $720,279 in provision for losses on accounts receivable due to improved economic conditions, better utilization of credit insurance, and tightened credit controls, $209,853 in amortization of discount on convertible note and revolving credit note due to both being paid off in 2010, and $438,005 in share-based compensation due to renegotiation of the CEO and President's employment agreement in 2010 which stopped certain canceled unvested stock options from being expensed. The foregoing was augmented by increases of $3,175,303 in trade receivables, $878,852 in inventories, $368,358 in prepaid expenses and other current assets, $386,232 in deposits and other non-current assets, $2,771,464 in accounts payable, and $870,530 in accrued expenses and other current liabilities, due to an increase of $20,470,159 in sales. Net cash used in operations was $2,688,144 in 2009, reflecting a decrease of $4,689,326 when compared to the net cash used of $7,377,470 in 2008.

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Contractual Obligations

	Payments Due By Period
	Less Than		1 to 3		4 to 5		More Than
	1 Year		Years		Years		5 Years		Total
Term Loan	$	937,500	$	—	$	—	$	—	$	937,500
Revolving Loan		—		9,133,155		—		—		9,133,155
Long-Term Debt Obligations		44,560		26,478		—		—		71,038
Estimated Interest Payments on Long-Term Debt and Loan Obligations		433,855		277,268		—		—		711,123
Purchase Order Obligations		92,638		—		—		—		92,638
Operating Lease Obligations		510,019		1,324,325		183,219		—		2,017,563
Total	$	2,018,572	$	10,761,226	$	183,219	$	—	$	12,963,017

The information provided in the table above relates to bank credit instruments, vehicle notes, purchase obligations, and operating leases.

The Company has three material debt covenants to comply with: (i) Capital expenditures are limited to $625,000 on an annual basis, (ii) A borrowing base calculation defined as an amount determined by a detailed calculation equal to 85% of eligible accounts receivable, plus 55% of eligible inventory cannot be exceeded (“Borrowing Base”); and (iii) a Fixed Charge Coverage Ratio of at least 1.1 to 1.0. The Company and Lender entered into an amendment dated August 17, 2011 to the Loan Agreement, changing the Availability Reserve to $250,000, and, effective June 30, 2011, the definition of EBITDA to include “non-cash stock-based compensation expense”, and the Fixed Charge Coverage Ratio from 1.1 to 1.0 to 0.8 to 1.0 for June 2011, 0.95 to 1.0 for July 2011, and 1.1 to 1.0 for August 2011 and thereafter. The Company and Lender entered into an amendment dated November 18, 2011 to the Loan Agreement, including a Basic Reserve of $650,000 as part of the Availability Reserve, which Basic Reserve may adjust upward based on a fixed coverage charge ratio formula tested monthly, beginning November 1, 2011 and ending no later than April 30, 2012, and, effective August 31, 2011, changing the fixed charge coverage ratio from 1.1 to 1.0 to 0.95 to 1.0 for August 2011, 0.65 to 1.0 for September 2011, 0.85 to 1.0 for October 2011, 0.70 to 1.0 for November 2011 and December 2011, 0.50 to 1.0 for January 2012 and February 2012, 0.60 to 1.0 for March 2012, 0.85 to 1.0 for April 2012, and 1.1 to 1.0 for May 2012 and thereafter, and Applicable Margin was change on the Base Rate Revolver Loan to 2.25%, LIBOR Revolver Loans to 3.25%, and LIBOR Term Loans to 4.0%. The Company was not initially in compliance with all of the material debt covenants at December 31, 2011. The Company and Lender entered into an amendment dated April 16, 2012 to the Loan Agreement: (a) increasing the Basic Reserve to $1 Million on any day on or after June 30, 2012, (b) allowing an EBITDA deficit of $200,000 for the month of March 2012, and (c) effective December 31, 2011, maintaining a fixed charge coverage ratio, tested monthly as of the date of each calendar month beginning on April 30, 2012 and continuing thereafter (i) with respect to any such test date on or before December 31, 2012, for the period January 1, 2012 through such test date, and (ii) thereafter, for the most recently completed 12 calendar months, of at least the ratio of 0.10 to 1.0 for April 30, 2012, 0.40 to 1.0 for May 31, 2012, 0.75 to 1.0 for June 30, 2012, and 1.1 to 1.0 for July 2012 and thereafter. As a result of the amendment, the Company was in compliance with its debt covenants at December 31, 2011. There is also a restriction on the payment of preferred stock dividends (Distribution) under the Bank Loans. The Company is required to submit its Borrowing Base calculation to its financing institution daily. If, at any time, the Company’s Borrowing Base calculation is less than the amount outstanding under the Revolver Loan, and that amount remains unpaid or is not increased from future Borrowing Base calculations to an amount equal to the balance outstanding under the Revolver Loan at any given time, the financing institution, in its discretion, may accelerate any and all amounts outstanding under the Bank Loans.

Net cash used in investing activities was $442,005 in 2011, reflecting a decrease of $344,711 when compared to $786,716 in 2010.  We invested $458,066 in property, plant and equipment in 2011, of which $398 was for vehicles, $79,975 for leasehold improvements and $58,191 for office furniture and equipment, as well as $103,950 for machinery and equipment, relating to expansion of our Houston facility to include spray rig assembly operations, and $247,906 for computers and software to upgrade and expand our information technology systems and redundancy. Net cash used in investing activities was $786,716 in 2010, reflecting an increase of $460,362 when compared to $326,353 in 2009. We invested $606,544 in property, plant and equipment in 2010, of which $157,634 was for vehicles for our CEO and President and sales personnel, $32,434 was for leasehold improvements, $68,510 was for office furniture and equipment, $154,834 was for computers and software to upgrade servers and accounting software, and $152,406 was for machinery and equipment for improvements to our manufacturing facilities, as well as $180,172 for the adjusted purchase price of the AirTight’s assets acquired in July 2008.

Net cash provided by financing activities was $260,415 in 2011, compared to, net cash used in financing activities of $2,341,087 in 2010. We borrowed $1,554,893, net, from our Revolver Loan and used it to make principal repayments of $1,250,000 on our Term Loan, principal repayments of $44,477 on our long term debt, and $260,415 in our continuing operations. Net cash used in financing activities was $2,341,086 in 2010, compared to, net cash provided by financing activities of $3,376,066 in 2009. Under our prior mezzanine styled credit instruments, we borrowed $800,000 under the revolving credit note and subsequently paid off the $9,330,191 balance on the matured revolving credit note and $2,500,000 balance on the matured convertible term note upon attaining replacement financing, which included a $2,500,000 Term Loan and $10,000,000 Revolver Loan, with a banking institution on September 1, 2010. We made principal repayments of $101,656 on our long term debt, and paid $875,000 for preferred stock dividends to our Chairman of the Board and $100,000 for the voluntary redemption of 100 shares of our preferred stock by a director.

Indemnification

Our Restated Certificate of Incorporation, as amended from time to time, provides that we will indemnify, to the fullest extent permitted by the Delaware General Corporation Law, each person that is involved in or is, or is threatened to be, made a party to any action, suit or proceeding by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Company or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise. We have purchased insurance policies covering personal injury, property damage and general liability intended to reduce our exposure for indemnification and to enable us to recover a portion of any future amounts paid.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We do not issue or invest in financial instruments or their derivatives for trading or speculative purposes. Although we maintain limited operations in Canada and sell to select distributors in certain other international markets, our operations are primarily conducted in the United States, and, as such, we are not subject to material foreign currency exchange risks at this time. We have outstanding debt and related interest expense, however, market risk in interest rate exposure in the United States and Canada is currently not material to our operations. We primarily utilize letters of credit and credit insurance to mitigate any risk of collection in our limited business outside of the United States and Canada.

Item 8.  Financial Statements and Supplementary Data

The information required by this Item is incorporated herein by reference to the financial statements set forth in Item 15 of Part IV of this report, “Exhibits and Financial Statement Schedules.”

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

(a)           Evaluation of Disclosure Controls and Procedures

           We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, including our Principal Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011, the end of the annual period covered by this report. The evaluation of our disclosure controls and procedures included a review of the disclosure controls’ and procedures’ objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify data errors, control problems or acts of fraud and to confirm the appropriate corrective actions, including process improvements, were being undertaken.  Based on the foregoing, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and operating at the reasonable assurance level.

(b)           Management’s Report on Internal Control Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in the Exchange Act, pursuant to the SEC’s rules and regulations. We maintain a system of internal control over financial reporting based on criteria established by Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). These internal controls are designed to provide reasonable assurance that reported financial information is presented fairly, disclosures are adequate and the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance, with respect to reporting financial information. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on COSO. Based on this evaluation, we concluded our internal control over financial reporting was, as of December 31, 2011, the end of the annual period covered by this report, effective. There were no changes in our internal control over financial reporting during our fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

The Company entered into an Executive Employment Agreement with Harvey L. Schnitzer, as Chief Operating Officer (“Schnitzer Agreement”). The Schnitzer Agreement became effective on April 5, 2012 and ends December 31, 2014 (“Term”). Mr. Schnitzer’s annual base salary is $200,000. He is eligible for a varying EBITDA based annual bonus if the Company’s Budgeted Earnings are achieved during any given year. Mr. Schnitzer is entitled to a change in control bonus equal to 50% of his annual base salary if the change in control occurs during his first 12 months of employment or 100% of his annual base salary if it occurs after the first 12 months during his Term or 6 months after the end of his Term. If Mr. Schnitzer is terminated by the Company without cause during the Term, he is entitled to: (a) severance equal to the lesser of 8 months annual base salary or the annual base salary for the remainder of the Term, (b) the product of the value of any equity based awards which he can show he reasonably would have received had he remained employed by the Company through the end of that calendar year, or 8 months after the termination date, whichever is greater, multiplied by a fraction, the numerator of which is the number of days in the calendar year in which the date of termination occurs through the termination date and the denominator is 365, but only to the extent not previously vested, exercised and/or paid, and (c) 8 months of continuous health and dental benefits. If Mr. Schnitzer is terminated following a change in control, he is entitled to: (a) his annual base salary for the remainder of the Term. The Schnitzer Agreement includes noncompetition, ownership of developments, and other rights provisions.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Set forth below are descriptions of the backgrounds of each incumbent nominee, their ages, and their principal occupations for at least the past five years and their public-company directorships as of the record date. There are no familial relationships among any of our directors or among any of our directors and executive officers.

	Richard J. Kurtz	72	Director since November 23, 1998
	Chairman of the Board
	Mr. Kurtz has been chief executive officer of the Kamson Corporation, a privately held corporation, in business for the past 34 years. The Kamson Corporation has its principal executive offices located in Englewood Cliffs, New Jersey and currently owns and operates eighty one (81) investment properties in the Northeastern U.S. Mr. Kurtz is a graduate of the University of Miami and a member of its President's Club. Most notably, the Chamber of Commerce in Englewood Cliffs and the Boy Scouts of America chose him Man of the Year. Mr. Kurtz resides in Alpine, New Jersey and is currently vice president and a member of the Board of Directors for the Jewish Community Center on the Palisades in Tenafly, New Jersey. He is also an elected member of the Board of Trustees and Foundation Board for the Englewood Hospital and Medical Center of New Jersey and the Board of Governors for the Jewish Home and Rehabilitation Center.

	Jay C. Nadel	54	Director since January 16, 2007
	Mr. Nadel is chairman of the board of Englewood Hospital and Medical Center since September 2006. In addition to being an independent consultant since 2004, Mr. Nadel is an employee of Sloan Securities since January 2006. As a CPA and senior financial services executive, Mr. Nadel has extensive business management and operations experience. From 2002 to 2004, he was executive vice president of Bank of New York’s Clearing Services where he oversaw strategic planning; from 1986 to 2001, he was a partner in the investment firm of Weiss, Peck & Greer/Robeco, wherein he was chairman of the operations committee and managing director of the firm’s Clearing Services Division; and from 1980 to 1986, he was a manager at KPMG Peat Marwick, New York, where he provided audit services. Mr. Nadel is a Certified Public Accountant since 1980 and has a Bachelor of Science degree from the University of Maryland.

	Lt. Gen. Arthur J. Gregg (US Army) (Ret.)	84	Director since February 21, 2000
	Lt. Gen. Gregg has more than sixty years of distinguished military and business experience. His record of performance repeatedly demonstrates the ability to lead organizations to success. As a result of his extensive military and executive experience, he has considerable contacts and respect within federal government agencies and private industry. Lt. Gen. Gregg has retired from active management but continues an active schedule as a member of several corporate and nonprofit boards. He chairs four of these boards. His education includes Harvard University, John F. Kennedy School of Government Concentrated Executive Program in National Security; Saint Benedict College Atchison, Kansas, Bachelor of Science in Business Administration (Summa cum Laude); Army War College, Carlisle Barracks, Pennsylvania, One-year graduate level college; Command and General Staff College, Fort Leavenworth, Kansas, One-year graduate level college.

	Augustus J. Larson	58	Director since January 16, 2007
	Mr. Larson is president of Larson Capital, LLC, a commercial real estate finance and investment company in Far Hills, New Jersey. He founded Larson Capital, LLC in 2004. From 2001 to 2003, Mr. Larson was managing director of PW Funding and directed its commercial and multi-family real estate loan production in the metro New Jersey and New York markets. He is currently a presiding director of the newly formed Somerset County region Team Capital Bank in Somerville, New Jersey, and as such is also a member of the of the Management Board of Team Capital Bank, which is a federally chartered savings bank providing commercial banking services in eastern Pennsylvania and New Jersey.  Mr. Larson is a councilman in the Borough of Far Hills, New Jersey. He has a Bachelor of Arts from Colgate University in New York. He is also a certified mortgage banker and an active member in numerous professional and charitable organizations.

	Howard L. Brown	67	Director since May 22, 2007
	Mr. Brown has over 36 years experience in sales, distribution, financial forecasting and planning, mergers and acquisitions and quality assurance. He was chairman and chief executive officer of Allied Office Products, headquartered in Clifton, New Jersey, the country's largest independent dealer of office products and services, which was sold to Office Depot in 2006. Allied, prior to the sale, had grown annual sales to more than $350 Million from over 30 acquisitions beginning in 1998. In May of 2010 Mr. Brown started HiTouch Business Services and in November of 2010 acquired MyOfficeProducts, Inc. which combined are currently doing in excess of $200 Million in revenue. Mr. Brown is a graduate of Syracuse University and a philanthropist.

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	Douglas J. Kramer	49	Director, CEO and President
	Mr. Kramer joined the Company in February 2005 as president and chief operating officer and was named Chief Executive Officer and President in July 2006. He was appointed to the Board on January 16, 2007. Mr. Kramer has 23 years Industry Experience. Prior to joining Lapolla, he was vice president of the Construction Products Division for Foam Enterprises, LLC, a wholly-owned subsidiary of the BASF Corporation, where he was employed from 1997 to 2004. Mr. Kramer has a background in Liberal Arts from Penn State University and the University of Texas.

	Michael T. Adams	47	Director, CGO, EVP and Secretary
	Mr. Adams has more than 16 years’ experience with Lapolla. He was appointed to the Board on December 20, 2004.  Mr. Adams was appointed Chief Governance Officer in July 2006, and has been Executive Vice President and Secretary since January 1999. During his term with Lapolla, Mr. Adams also served as president and interim chief executive officer, treasurer and interim chief financial officer, and held various officer positions in the Company’s former subsidiaries since he first joined the Company in January 1997. Mr. Adams earned his Bachelor of Science and Master of Science in business administration, and Juris Doctor degrees from Nova Southeastern University, Fort Lauderdale, Florida.
	Charles A. Zajaczkowski	53	CFO and Treasurer
	Mr. Zajaczkowski joined Lapolla on May 10, 2010 as CFO and Treasurer. Before joining Lapolla, he worked for PMC Global Incorporated, a company operating a diverse array businesses on a worldwide basis, for over 15 years in a variety of capacities, including president of Komo Machine, Inc. from 2003 through 2009, president of future coatings, inc from 2001 to 2003, controller of PMC, Inc. from 2000 to 2001, and chief financial officer of IPI International, Inc. from 1995 to 2000.  He earned his Bachelor of Science degree in Business Administration from Delaware State College in Dover, Delaware and Associate of Applied Sciences in Mechanical Engineering from Delaware Technical and Community College in Newark, Delaware.

-   Executive Officers are appointed by and hold office at the pleasure of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), requires our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us or the written representations from certain of the reporting persons that no other reports were required, we do not believe that during the fiscal year ended December 31, 2011, all executive officers, directors and greater than ten-percent beneficial owners complied with the reporting requirements of Section 16(a).

Code of Business Ethics and Conduct

We have adopted a Code of Business Ethics and Conduct ("Code of Conduct"), which contains general guidelines for conducting our business and is designed to help directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. The Code of Conduct applies to all directors, consultants and employees, including our principal executive officer and our principal financial officer and any other employee with any responsibility for the preparation and filing of documents with the SEC. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations. A copy of the Code of Conduct is available in the Corporate Governance section of our website at www.lapollaindustries.com.The information on our website is not incorporated by reference in this annual report. We may post amendments to or waivers of the provisions of the Code of Conduct, if any, made with respect to any directors and employees on that website. Our stockholders may request a copy of our Code of Conduct by writing to Lapolla Industries, Inc., Attn: Corporate Secretary, Intercontinental Business Park, 15402 Vantage Parkway East, Suite 322, Houston, Texas 77032.

Nominating Function

The Corporate Governance Committee handles the nominating function for Board of Directors, including but not limited to, evaluating candidates for membership on the Board and making recommendations to the Board regarding candidates and composition of the Board.  There have been no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the last disclosure of such procedures in the Company Proxy Statement filed with the SEC on April 30, 2007. Our Director Selection Process criterion is available on our website at http://www.lapollaindustries.com/pdf/directorselection.pdf.

Audit Committee

The Board of Directors has a standing Audit Committee, which is comprised of Augustus J. Larson, Chairperson, and Lt. Gen. Arthur J. Gregg, US Army (Ret). Each member of our Audit Committee meets the independence criteria by applicable SEC rules for audit committee membership and is an “independent director”. In addition, Mr. Larson is our “audit committee financial expert” as such term is described in applicable SEC regulations.  Refer to Directors above for information on Mr. Larson’s and Lt. Gen. Gregg's qualifications.

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Item 11.  Executive Compensation

Executive Compensation Discussion and Analysis

This Executive Compensation Discussion and Analysis section discusses the compensation policies and programs for our named executive officers consisting of our CEO and President (Mr. Kramer), CGO, EVP, and Secretary (Mr. Adams), and our CFO and Treasurer (Mr. Zajaczkowski). The Compensation Committee administers the compensation policies and programs for our named executive officers, as well as the cash- and equity-based incentive compensation plans in which those persons participate.

Compensation Objectives

The Compensation Committee’s philosophy is to provide a compensation package that attracts, motivates and retains executive talent, and delivers rewards for superior performance as well as consequences for underperformance. The objectives of the Compensation Committee’s compensation practices are to (a) provide a total compensation program that is competitive in the industries in which we compete for executive talent; (b) place a significant portion of executive compensation at risk by linking such compensation to the achievement of corporate financial performance objectives and individual objectives; (c) provide long-term incentive compensation that focuses executives’ efforts on building stockholder value by aligning their interests with our stockholders; and (d) provide incentives that promote executive retention. In designing and administering our executive compensation programs, we attempt to strike an appropriate balance among these elements, as discussed below.

The major compensation elements for our named executive officers are base salary, annual bonuses, equity awards, insurance benefits, and vehicle allowances. Each of these elements is an integral part of and supports our overall compensation objectives. Base salaries (other than increases), insurance benefits and perquisites form stable parts of our named executive officers’ compensation packages that are not necessarily dependent on our performance during a particular year. We set these compensation elements at competitive levels so that we are able to attract, motivate and retain highly qualified executive officers. Consistent with our performance-based philosophy, we reserve the largest potential compensation for performance- and incentive-based awards. These awards include annual bonuses and long-term awards that are primarily based on our financial performance and consisting of compensation in the form of cash, stock bonuses, and stock options to provide incentives that are tied to both our short-term and long-term performance. Our performance-based annual bonuses reward short-term and long-term performance, while our stock options reward long-term performance and align the interests of management with our stockholders. We additionally provide for retention of certain named executive officers through bonuses in the case of a change in control.

Compensation Committee Determination of Compensation Awards

The Compensation Committee has primary authority for determining the compensation awards to be made to our executive officers. The Compensation Committee annually determines the total compensation levels for our executive officers by considering several factors, including each executive officer’s role and responsibilities, how the executive officer is performing against those responsibilities, and the Company’s performance.

Components of Compensation

Base Salary

Base salaries provide our executive officers with a degree of financial certainty and stability. In order to attract and retain highly qualified executives, we provide base salaries based on individual negotiations and general competitive hiring practices. Salaries are usually set by agreement with the named executive officers but also periodically reviewed in the case of executive promotions or other significant changes in responsibilities. The named executive officers received an average salary increase of 3.3% from 2010 to 2011. No formulaic base salary increases are provided to the named executive officers. Mr. Zajaczkowski received a 15.6% increase in his base salary during 2011 based on an increase in workflow activity. The named executive officers received an average salary increase of 7% from 2009 to 2010. Mr. Adams received a 12.5% increase in his base salary during 2010 based on prior individual negotiations in 2009.

Annual Bonus

The primary purpose of our annual bonus, payable in cash or stock bonuses, is to motivate our named executive officers to meet or exceed our company-wide short-term performance objectives. The named executive officers are each eligible for an annual bonus based on targeted budgeted earnings before interest, taxes, depreciation and amortization (EBITDA), as established by the Board of Directors upon recommendation of the Compensation Committee, which is designed to reward the named executive officers for their contributions to individual and corporate objectives.  Each named executive officer is entitled to an annual bonus of 25% of base salary if the Company achieves its budgeted EBITDA for the Company’s fiscal year. The annual bonus shall be increased to 30% if the Company achieves 110% of its budgeted EBITDA, 35% if the Company achieves 120% of its budgeted EBITDA, and if the Company achieves greater than 120% of its budgeted EBITDA, an annual bonus greater than 35% may be paid, upon review and approval by the Compensation Committee, in its discretion.  For 2011, management did not achieve the budgeted EBITDA and no annual bonuses were earned or paid by the Company.  For 2010, management achieved the budgeted EBITDA and annual bonuses equal to 25% of base salary were earned by the named executive officers aggregating to $184,063, of which $100,000 was for Mr. Kramer, $49,063 was for Mr. Adams, and $35,000 was for Mr. Zajaczkowski.

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Long-Term Incentive Awards — Stock Options

Our named executive officers are eligible to participate in our Equity Incentive Plan, as amended (“Equity Plan”). In addition to our named executive officers, our key employees are eligible to receive stock option grants (each option to purchase one share of common stock) under our Equity Plan throughout the fiscal year in connection with certain events, such as a new hire, retention of an employee, integration of acquisitions or the achievement of certain individual performance objectives. Such grants provide an incentive for our named executive officers and key employees to increase our market value, as represented by our market price, as well as serving as a method for motivating and retaining them. The Compensation Committee believes that an award of stock options more closely aligns the interests of the recipient with those of our stockholders because the recipient will only realize a return on the stock option if our stock price increases over the term of the stock option. The exercise price of our stock option grants under the Equity Plan is equal to 100% of the closing price of our stock on the grant date.  Although we did not grant any stock options to our named executive officers or key employees during 2011, we did extend 80,000 previously vested and expiring stock options for Mr. Adams.  No additional share based compensation expense was recorded on the books and records of the Company based on the extension (modification) primarily due to the fact that on the date of the modification, the closing common stock price was less than the exercise price of the underlying common stock. We did not grant any stock options to our named executive officers or key employees during 2010.

Perquisites and Other Benefits

We also provide other benefits to our named executive officers that are not tied to any formal individual or company performance criteria and are intended to be part of a competitive overall compensation program. For 2011 and 2010, these benefits included payment of health, dental, life, and disability insurance, and Company provided automobiles or auto allowances.

Transaction and Change in Control Bonuses

We have provided a transaction bonus for Mr. Kramer and Mr. Adams, and a change in control bonus for Mr. Zajaczkowski, in their employment agreements, which are activated upon consummation of a change in control. See Severance and Change in Control Arrangements below for more information.

Severance and Change of Control Arrangements

We ordinarily enter into employment agreements with our named executive officers and occasionally key employees providing for specific terms of employment. Accordingly, employment of any employee without an employment agreement may be terminated at any time. We provide certain benefits to our named executive officers upon certain qualifying terminations and with terminations under certain circumstances following a change of control, which benefits are designed to retain our named executive officers, provide continuity of management in the event of an actual or threatened change of control, and to ensure that our named executive officers’ compensation and benefits expectations would be met in such event. A description of the material terms of our change of control agreements is on page 15 of this report under “Potential Payments Upon Termination or Change-in-Control.”

Policy on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”), limits the tax deductibility by a company of annual compensation in excess of $1,000,000 paid to the CEO and any other four of the most highly compensated executive officers. However, performance-based compensation that has been approved by stockholders is excluded from the $1,000,000 limit primarily if the compensation is payable only upon attainment of pre-established, objective performance goals and our board of directors committee that establishes such goals consists only of “outside directors.” Additionally, stock options will qualify for the performance-based exception where the exercise price of the option is not less than the fair market value of the stock on grant date, and the plan includes a per-executive limitation on the number of shares for which options may be granted during a specified period. Stock awards and option grants under our Equity Plan are intended to meet the criteria of Section 162(m) of the Code. We believe all of the members of our Compensation Committee qualify as outside directors pursuant to Section 162(m) of the Code. The Compensation Committee considers the anticipated tax treatment when reviewing executive compensation and compensation programs. The deductibility of some types of compensation payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights. Sections 280G and 4999 of the Code impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments for purposes of Sections 280G and 4999 of the Code if he or she receives compensatory payments or benefits that are contingent on a change in the ownership or control of a corporation, and the aggregate amount of such contingent compensatory payments and benefits equal or exceeds three times the executive’s base amount. If the executive’s aggregate contingent compensatory payments and benefits equal or exceed three times the executive’s base amount, the portion of the payments and benefits in excess of one times the base amount are treated as excess parachute payments. An executive’s base amount generally is determined by averaging the executive’s Form W-2 taxable compensation from the corporation for the five calendar years preceding the calendar year in which the change in ownership or control occurs. An executive’s excess parachute payments are subject to a 20% excise tax under Section 4999 of the Code, in addition to any applicable federal income and employment taxes. Also, the corporation’s compensation deduction in respect of the executive’s excess parachute payments is disallowed under Section 280G of the Code. If we were to be subject to a change of control, certain amounts received by our executives could be excess parachute payments under Sections 280G and 4999 of the Code.

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Executive Compensation

The following table shows the compensation earned by, or awarded or paid to, each of our named executive officers for services rendered in all capacities to us for the year ended December 31, 2011.

SUMMARY COMPENSATION TABLE

						Stock		Options		All Other
Name and	Year	Salary		Bonus		Awards		Awards		Compensation		Total
Principal Position	($)	($)		($)		($)		($)		($) (1)		($)
(a)	(b)	(c)		(d)		(e)		(f)		(i)		(j)
Douglas J. Kramer	2011		400,000		—		—		—		28,428		428,428
CEO and President	2010		400,000		100,000		—		—		23,251		523,251
	2009		400,000		—		—		162,834		26,956		589,790
Michael T. Adams	2011		200,000		—		—		—		24,903		224,903
CGO, EVP and Secretary (2)	2010		193,610		49,063		—		—		25,825		268,498
	2009		175,000		10,000		—		—		24,774		209,774
Charles A. Zajaczkowski	2011		160,000		—		—		—		15,030		175,030
CFO and Treasurer (3)	2010		101,539		35,000		—		—		9,211		145,750
	2009		—		—		—		—		—		—

Notes:

(1) For 2011, amounts disclosed are perquisites valued at an aggregate of $59,631, of which $7,456 and $3,876 was for personal use of a Company provided automobile to Mr. Kramer and Mr. Zajaczkowski, respectively; $9,000 was for a car allowance for Mr. Adams; $20,972, $15,903, and $11,154, was for medical, dental, vision, life, and disability insurances for Mr. Kramer, Mr. Adams, and Mr. Zajaczkowski, respectively.

(2) Mr. Adams was Interim CFO and Treasurer from November 11, 2009 to May 10, 2010.

(3) Mr. Zajaczkowski joined the Company as CFO and Treasurer on May 10, 2010.

Grants of Plan-Based Awards

We did not grant any new plan-based award to our named executive officers during 2011, however, we did extend (modify) certain previously granted and vested stock options. The Company extended the 80,000 vested 6-year stock options originally granted to Mr. Adams, an officer and director, on July 12, 2005, at an exercise price of $.67 per share, (expiring July 12, 2011), for an additional 3 years (now expiring July 12, 2014).  The closing price of the Company’s common stock as traded on the OTCBB July 5, 2011, the date of the approval of the extension, was $.60 per share. There was no incremental cost associated with the modification.

Outstanding Equity Awards

The following table sets forth summary information for outstanding equity awards held by our named executive officers at December 31, 2011.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

					Equity Incentive Plan
	Number of Securities				Awards: Number of
	Underlying Unexercised				Securities Underlying		Option		Option
	Options (#)				Unexercised Unearned		Exercise		Expiration
Name	Exercisable		Unexercisable		Options (#)		Price ($)		Date
(a)	(b)		(c)		(d)		(e)		(f)
Douglas J. Kramer		500,000		1,500,000		—		0.67	12/31/2012
Douglas J. Kramer		41,650		458,350		—		0.74	12/31/2013
Michael T. Adams		80,000		—		—		0.67	7/11/2014
Michael T. Adams		—		—		300,000		0.35	12/31/2015

We did not have any outstanding stock awards held by our named executive officers at December 31, 2011.  Nor did any of our named executive officers exercise any stock options during 2011.

Potential Payments Upon Termination or Change-in-Control

We entered into long term employment and stock option agreements with our currently employed named executive officers that provide certain benefits in the event of termination due to dismissal for other than cause, disability and death, or change in control.

Termination

Under Mr. Kramer’s agreement, as amended, entitlements upon termination vary depending upon: (1) termination by us without cause or by Mr. Kramer with good reason, (A) severance equal to the lesser of (i) 24 months base salary; or (ii) base salary for remainder of term; (B) product of (i) value of any equity or equity based awards granted which he can show he reasonably would have received had he remained employed by us through the end of the calendar year of termination date, or 4 months after termination date, using a predetermined formula, but only to extent not previously vested, exercised and/or paid; (C) any other amounts or benefits which he is entitled to receive through termination date under any other program maintained by us for his benefit; and (D) continued participation in any plan for medical, hospitalization and dental coverage for him as of termination date for 12 months from termination date; (2) termination by us for cause or by him without good reason, in which case, Mr. Kramer shall have no right to any bonuses, salaries, benefits or other compensation other than those accrued through termination date; and (3) termination on account of death or disability, Mr. Kramer will receive the same benefits as if his agreement was terminated without cause (see (1) above).

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Under Mr. Adams’ agreement, as amended and extended to December 31, 2014, entitlements upon termination vary depending upon: (a) dismissal for other than cause, (i) an amount equal to 12 months annual base salary paid in equal monthly installments, (ii) the product of (I) any awards which he can show that he reasonably would have received had he remained in such executive capacity with us through the end of the calendar year or 12 months after the date of termination, whichever is greater, using a predetermined formula, but only to the extent not previously vested, exercised and/or paid, (iii) medical and dental benefits to the him only for 12 months following the date of termination, and (iv) to the extent not paid, any other amounts or benefits which he is entitled to receive through the date of termination under any plan, including accrued vacation to the extent unpaid; or (b) disability or death, (i) an amount equal to 12 months annual base salary. Under Mr. Zajaczkowski's agreement, entitlements upon termination vary depending upon: (a) dismissal for other than cause, (i) an amount equal to 4 months annual base salary paid in equal monthly installments, (ii) medical and dental benefits to him only for 4 months following the date of termination, (iii) the amount of the annual bonus and change in control bonus which he can show that he reasonably would have received had he remained in his executive capacity with the Company for 4 months after termination and (iv) to the extent not paid, any other amounts or benefits which he is entitled to receive through the date of termination under any plan, including accrued vacation to the extent unpaid; or (b) disability or death, (i) an amount equal to 4 months annual base salary.

Change-in-Control

If the Company or any successor terminates any of the current named executive officers’ employment agreements at any time during their respective employment periods following a Change-in-Control: each of them will be entitled to: (i) any base salary which would otherwise be payable over the remaining term of each of their agreements in one lump sum; and (ii) any annual bonus or other benefits under any Company plan or program, which have not been earned, vested or exercisable in accordance with their terms will become fully earned, vested and exercisable at the time of such termination.  Additionally, we have also provided a transaction bonus equal to 8½ % for Mr. Kramer and 1½ % for Mr. Adams, and for Mr. Zajaczkowski, a change-in-control bonus equal to 100% of his annual base salary if such change-in-control occurs after 18 months from his effective date of employment. A “Change in Control” is defined as an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event, the entity to which the assets of the Company were transferred.  An "Ownership Change Event" will be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the Company. The sole exception to Change in Control and Ownership Change Event is any Change in Control that may result from the death or incapacity of Richard J. Kurtz wherein his interest is transferred to his heirs only.  In such event, no Change in Control or Ownership Change Event will be deemed to have occurred.

Acceleration of Benefits Under Certain Other Plans

Our Equity Plan contains provisions for the accelerated vesting of stock options to participating named executive officers in the event of a change-in-control, where the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be ("Acquiror"), may, without the consent of any participant, either assume the Company's rights and obligations under outstanding options or substitute for outstanding options substantially equivalent options to purchase the Acquiror's stock. If the Acquiror elects not to assume or substitute for outstanding options, the Compensation Committee shall provide that any unexercised and/or unvested portions of outstanding options shall immediately vest and become exercisable in full as of the date 30 days prior to the date of the change-in-control. Vesting and/or exercise of any option shall be conditioned upon the consummation of the change-in-control. Any Options which are not assumed by the Acquiror nor exercised by optionee terminate and cease to be outstanding effective as of the consummation of the change-in-control. The following table presents our reasonable estimate of the benefits payable to our named executive officers (1) under their employment agreements assuming that dismissal for other than cause, disability or death, or change-in-control occurred on December 31, 2011; and (2) under our Equity Plan assuming that a change-in-control occurred on December 31, 2011. Excluded from this table are any values relating to the transaction bonuses under the applicable employment agreements (as described above) as such values are incalculable based on the highly speculative nature of this particular benefit. Although we believe we have made reasonable estimates regarding the amounts payable, there can be no assurance that in the event of a dismissal for other than cause, disability or death, or change-in-control, our named executive officers will receive the amounts reflected below.

					Value of		Continuation					Total
					Option		of Employee		Bonus			Value
Name	Trigger	Salary ($)			Acceleration ($)(3)		Benefits ($) (4)		($) (5)			($)
Douglas J. Kramer CEO and President	Dismissal Other Than for Cause or Executive for Good Reason		800,000	(1)		—		33,033		100,000			933,033
	Disability or Death		800,000	(1)		—		33,033		—			833,033
	Change in Control		800,000	(2)		—		—		100,000			900,000
Michael T. Adams	Dismissal Other Than for Cause		200,000	(1)		45,000		44,571		50,000			339,571
CGO, EVP and Secretary	Disability or Death		200,000	(1)		—		34,615		—			234,615
	Change in Control		600,000	(2)		—		—		50,000			650,000
Charles A. Zajaczkowski	Dismissal Other Than for Cause		185,000	(1)		—		6,877		46,250			238,127
CFO and Treasurer	Disability or Death		185,000	(1)		—		—		—			185,000
	Change in Control		185,000	(2)		—		—		231,250	(6)		416,250

Notes:

(1) Represents an amount equal to base salary of 24 months for Mr. Kramer; 12 months for Mr. Adams; and 4 months for Mr. Zajaczkowski, respectively.

(2) Represents an amount equal to the base salary for the remainder of the respective executive's employment agreement term: (a) Mr. Kramer, $400,000 base salary, expires 12/31/13; (b) Mr. Adams, $200,000 base salary, expires 12/31/14; and (c) Mr. Zajaczkowski, $185,000 base salary, expires 12/31/12.

(3) Represents aggregate value of accelerated vesting of unvested stock options based on the spread between the closing price of our common stock on 12/31/11 and the exercise prices of the stock options. Based on the closing price of our common stock on 12/31/11 of $0.50 per share, Mr. Adams has in-the-money unvested stock options, which, after subtracting the closing price of $0.50 from the $.35 exercise price on the 300,000 stock options granted on May 18, 2009 (which vest only upon a change in control), has a spread value of $45,000 at 12/31/11.

(4)  Represents amount of compensation cost recognized in fiscal year 2011 related to the 800,000 options granted in fiscal year 2010 to Mr. Kurtz, Chairman, as prescribed under GAAP. The option award was granted on 12/28/10, at an exercise price of $.60 per share (100% of the closing price) on the date of grant, and vests in equal increments at the end of each year from the date of grant over a 3 year period. The number of shares of stock underlying this unvested option award was 533,333 at 12/31/11. For a discussion of the Equity Incentive Plan and particular valuation assumptions, see Note 18 – Share-Based Payment Arrangements, Equity Incentive Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011 and “Director Independence” below.

(5) Represents aggregate value of annual EBITDA bonuses for 2012 year at 25% level of each executive's respective annual salary (Refer to Footnote (2) for salaries).

(6) Represents amount included in Footnote (4) plus change in control bonus equal to 100% of Mr. Zajaczkowski's base salary (Refer to Footnote (2) for his salary).

16

Non-Employee Director Compensation

Standard Compensation Arrangements

All directors are required to attend any annual meeting of stockholders. Each director who is not an employee is reimbursed for actual expenses incurred in attending annual stockholder, board and committee meetings. Effective July 1, 2010, the Board adopted a Director Restricted Stock Plan that provides each outside director will receive: (i) cash payments of $2,500 each quarter; and (ii) a stock grant of 100,000 shares, except Mr. Nadel who will receive a stock grant of 500,000 shares. All stock grants vest over a five-year period, with one fifth vesting at the end of each year beginning in 2010; provided, however, if there is a change in the control of the Company, all stock grants, which have not vested, will vest immediately upon the change in control. The following table summarizes compensation for non-employee directors for the year ended December 31, 2011, including costs incurred during 2011 for stock awards and stock options granted that vested in 2011.

DIRECTOR COMPENSATION TABLE

	Fees Earned or						All Other
Name	Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Compensation ($)		Total ($)
(a)	(b) (1) (3)		(c) (2) (3)		(d) (4)		(g) (5)		(h)
Richard J. Kurtz		—		—		145,718		668,945		814,663
Arthur J. Gregg		10,000		13,000		—		—		23,000
Jay C. Nadel		181,350		1,108,496		—		—		1,289,846
Augustus J. Larson		10,000		13,000		—		—		23,000
Howard L. Brown		10,000		13,000		—		—		23,000

Notes:

(1) Represents cash payments paid to directors under standard compensation arrangements.

(2) Represents the amounts of compensation cost recognized by us in fiscal year 2011 related to stock awards granted to non-employee directors for director and other services (as applicable), as prescribed under GAAP. For a discussion of this program and valuation assumptions, see Note 18 – Share-Based Payment Arrangements, Director Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011. The information below shows the overall amount of compensation cost attributable to awards at 12/31/11:

						Number of Stock		Number of Stock
				Number of		Award Shares		Award Shares		2011 Fiscal Year
	Grant	Closing		Stock Award		Vested		Unvested		Compensation
Director	Date	Price ($)		Shares Granted		at 12/31/2011		at 12/31/2011		Cost ($)
Arthur J. Gregg	7/1/10		.65		100,000		40,000		60,000		13,000
Jay C. Nadel	7/1/10		.65		500,000		200,000		300,000		65,000
Augustus J. Larson	7/1/10		.65		100,000		40,000		60,000		13,000
Howard L. Brown	7/1/10		.65		100,000		40,000		60,000		13,000

(3) For Mr. Nadel, represents the aggregate compensation cost recognized related to his February 22, 2011 advisory/consulting agreement, whereby the Company agreed to pay him $200,000 per year in cash and granted an aggregate of 5,000,000 shares of restricted common stock (“Shares”) vesting monthly on a pro-rata basis over a 3 year period on the last day of each calendar month during the period commencing February 22, 2011 and ending January 31, 2014, with the last month’s pro-rata number of Shares vesting on February 21, 2014 (“Nadel Agreement”). The Company further agreed to certain anti-dilution provisions in the Nadel Agreement.  On December 26, 2011, an anti-dilution transaction occurred, whereby the Company was required to issue 695,704 shares of restricted common stock. At December 31, 2011, there were 1,427,916 Shares vested and 3,572,084 Shares unvested (out of the 5,000,000 original grant), plus an additional 695,704 shares granted and vested pursuant to the abovementioned anti-dilution transaction, resulting in an aggregate compensation cost of $1,043,496. For a discussion of this particular transaction and valuation, see Note 18 – Share-Based Payment Arrangements, Advisor Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

(4)  Represents amount of compensation cost recognized in fiscal year 2011 related to the 800,000 options granted in fiscal year 2010 to Mr. Kurtz, Chairman, as prescribed under GAAP. The option award was granted on 12/28/10, at an exercise price of $.60 per share (100% of the closing price) on the date of grant, and vests in equal increments at the end of each year from the date of grant over a 3 year period. The number of shares of stock underlying this unvested option award was 533,333 at 12/31/11. For a discussion of the Equity Incentive Plan and particular valuation assumptions, see Note 18 – Share-Based Payment Arrangements, Equity Incentive Plan, of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

(5) Represents amount of accrued preferred stock dividends for 2011.  See also Note 13 - Related Party Transactions, Items (c) and (f) of our Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2011.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is a current or former officer or employee of us or any of our former subsidiaries. None of our executive officers served on the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or on the Compensation Committee.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in our annual report on Form 10-K for the year ended December 31, 2011.

COMPENSATION COMMITTEE,

Lt. Gen. Arthur J. Gregg, US Army (Ret), Chairperson

Mr. Augustus J. Larson

Mr. Howard L. Brown

17

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Directors and Executive Officers

The following table sets forth information as of March 29, 2012, regarding the beneficial ownership of common stock by (i) each director, (ii) CEO and President, CGO and Executive Vice President, and CFO and Treasurer, and (iii) all of our directors, named executive officers and executive officers as a group.  Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to vesting or options that are currently exercisable or exercisable within 60 days of March 29, 2011 are considered outstanding and beneficially owned by the person granted the shares or holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

SECURITY OWNERSHIP OF MANAGEMENT TABLE

	Shares of		Rights to		Total Shares
	Common Stock		Acquire Shares of		of Common Stock		Percent
Beneficial Owner	Owned		Common Stock (1)		Beneficially Owned		of Class (2)
Directors:
Richard J. Kurtz, Chairman		79,382,215		466,667		79,848,882		73.8	%
Nine Duck Pond Road, Alpine, NJ 07620
Jay C. Nadel, Vice Chairman		3,407,620		815,145		4,222,765		3.9	%
Lt. Gen. Arthur J. Gregg, US Army (Ret)		40,000		200,000		240,000		0.2	%
Augustus J. Larson		40,000		120,000		160,000		0.1	%
Howard L. Brown		40,000		448,990		488,990		0.4	%
Douglas J. Kramer (3)		—		604,150		604,150		0.6	%
Michael T. Adams (4)		—		80,000		80,000		0.1	%
Executive Officers:
Charles A. Zajaczkowski, CFO and Treasurer		—		—		—		—
All directors and executive officers as a group		8,909,835		2,734,951		85,644,786		78.6	%

Notes:

(1) Represents common stock which the person has the right to acquire within 60 days after March 29, 2012.  For executive officers: (a) Mr. Kramer has 2,500,000 vested stock options, of which 562,475 are exercisable, and (b) Mr. Adams has 80,000 vested and exercisable stock options; and directors: (a) Mr. Kurtz has 466,667 vested and exercisable stock options, (b) Mr. Gregg as 225,000 vested stock options, of which 200,000 are exercisable, (c) Mr. Nadel has 450,000 vested stock options, of which 400,000 are exercisable, and 415,145 shares of restricted common stock pursuant to his advisory and consultant agreement, (d) Mr. Larson has 135,000 vested stock options, of which 120,000 are exercisable, and (e) Mr. Brown has 500,000 vested stock options, of which 448,990 are exercisable. Refer to Item 11 – Executive and Director Compensation for more information.

(2) Based on 108,259,790 shares of our common stock outstanding at March 29, 2012 (Includes those shares in the “Rights to Acquire Shares of Common Stock” column in this table and the Security Ownership of Certain Beneficial Owners Table below).

(3) Mr. Kramer is also our CEO and President.

(4) Mr. Adams is also our CGO, EVP and Secretary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS TABLE

Except as set forth in the above and below tables, our management knows of no person who is the beneficial owner of more than 5% of our issued and outstanding common stock.

	Shares of		Rights to		Total Shares of
	Common Stock		Acquire Shares of		Common Stock		Percent
Name and Address of Beneficial Owners (1)	Owned		Common Stock (1) (2)		Beneficially Owned		of Class (3)
ComVest Capital LLC		—		2,500,000		2,500,000		2.3	%
ComVest Capital Management LLC
ComVest Group Holdings, LLC
Michael S. Falk
One North Clematis, Suite 300
West Palm Beach, Florida  33401

Notes:

(1) Based on the information provided pursuant to a joint statement on a Schedule 13G filed with SEC on February 26, 2007, the name of the Reporting Person is ComVest Capital LLC, a Delaware limited liability company ("ComVest"). ComVest is a private investment company. The managing member of ComVest is ComVest Capital Management LLC, a Delaware limited liability company, the managing member of which is ComVest Group Holdings, LLC, a Delaware limited liability company ("CGH"). Michael Falk ("Falk") is the Chairman and principal member of CGH. Falk is a citizen of the United States of America. The group of beneficial owners share the same principal business address provided in this table.

(2) Based on 108,259,790 shares of our common stock outstanding at March 29, 2012 (Includes those shares in the “Rights to Acquire Shares of Common Stock” column in this table and the Security Ownership of Management Table above).

(3) The Company issued certain detachable warrants and registered the underlying shares pursuant to a mezzanine financing with ComVest on February 21, 2007. The warrants are for the purchase of an aggregate of 2,500,000 shares of common stock, of which 1,500,000 are exercisable at an adjusted price of $.53 per share and 1,000,000 are exercisable at an adjusted price of $.65 per share, and expire June 30, 2013.

See also Part II, Item 5, Securities Authorized for Issuance Under equity Compensation Plans, in this report for information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our equity compensation plans, as of December 31, 2011.

18

Item 13.  Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

(a)      On February 22, 2011, the Company and Mr. Nadel, a director, entered into an agreement wherein Mr. Nadel became a consultant and Vice Chairman ("Nadel Agreement"), for 3 years.  In addition to any other compensation Mr. Nadel is currently receiving from the Company, Mr. Nadel was granted 5,000,000 shares of restricted common stock ("Shares"), which vest monthly over 3 years, and $200,000 in cash fees per year. Mr. Nadel‘s services include business development and planning, assisting management on strategic initiatives, and other tasks as requested by the Chairman or the Company in consultation with the Chairman. During 2011, Mr. Nadel received $171,350 in cash and an aggregate of 1,427,916 shares of restricted common stock valued at $813,914 vested under the Nadel Agreement.  See also Item (e) below.

(b)      On February 22, 2011, the Company exchanged an aggregate of 1,653 shares of its Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, accruing dividends at 10% per annum, to reimburse the Chairman for the aggregate value of the 2,900,000 shares of restricted common stock he provided to the Company to meet the number of Shares (described in (a) above and defined in the Nadel Agreement) requirement of the Company in the Nadel Agreement which is equal to $1,653,000 (calculated by taking the 2,900,000 shares of common stock times the closing price of the Company's common stock as traded on the OTCBB of $.57 per share on February 22, 2011).

(c)      On May 25, 2011, the Company issued to Mr. Kurtz, Chairman and principal stockholder, an aggregate of 315 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share in a private transaction in reliance on Section 4(2) of the Securities Exchange Act of 1933, as amended (the “Act”), in exchange for cancellation of an aggregate of $315,000 of Lapolla indebtedness in the form of accrued Series D Preferred Stock dividends outstanding and due and owing to Mr. Kurtz on such date.  The transaction was approved by a majority of the disinterested members of Lapolla’s Board of Directors.

(d)      On July 5, 2011, the Company extended the 80,000 vested 6-year stock options originally granted to Mr. Adams, an officer and director, on July 12, 2005, at an exercise price of $.67 per share, (expiring July 12, 2011), for an additional 3 years (now expiring July 12, 2014).  The closing price of the Company’s common stock as traded on the OTCBB July 5, 2011, the date of the approval of the extension, was $.60 per share. There was no incremental cost recordable on the books and records of the Company for the modification.

(e)      On December 14, 2011, the Company extended the aggregate 1,310,000 vested 5-year stock options originally granted to Mr. Gregg (225,000 options), Mr. Brown (500,000 options), Mr. Nadel (450,000 options), and Mr. Larson (135,000 options), non-employee directors, on January 16, 2007, at an exercise price of $.60 per share, (expiring January 15, 2012), for an additional 5 years (now expiring July 15, 2017).  The closing price of the Company’s common stock as traded on the OTCBB December 14, 2011, the date of the approval of the extension, was $.42 per share. There was no incremental cost recordable on the books and records of the Company for the modification.

(f)  On December 26, 2011, Mr. Kurtz, Chairman and principal stockholder, exchanged all of his outstanding Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, in a private transaction in reliance on Section 4(2) of the Act (7,210 shares valued at $7,210,000) and Series D Accrued Dividends ($418,773) totaling $7,628,773, for restricted common stock, par value $.01, of Lapolla at the closing price of the common stock as traded on the OTCBB on the last trading date (December 23, 2011) of $.33 per share, or for an aggregate of 23,117,493 shares (the “Kurtz Transaction”).  The Kurtz Transaction was approved by a majority of the five disinterested directors (directors having no interest in the transaction) of the Board, which was also a majority of the Board.

(g)  On December 26, 2011, in connection with the Kurtz Transaction described in (g) above, the Company was required to issue 695,704 shares of restricted common stock, par value $.01, to Mr. Nadel pursuant to the Nadel Agreement's anti-dilution provision, which resulted in a corresponding compensation cost of $229,582 to the Company (the “Nadel Anti-Dilution Transaction”). The Nadel Anti-Dilution Transaction was approved by a majority of the five disinterested directors of the Board, which was also a majority of the Board.  See also Item (a) above.

(h)      Effective December 31, 2011, the Company amended Mr. Adams’ Executive Employment Agreement to: (i) extend the Term for an additional 3 years to expire on December 31, 2014; (ii) provide for 12 months of severance due to Mr. Adams’ long tenure with the Company in case of involuntary termination of his employment by the Company, or termination due to his death or disability; (iii) provide a fixed bonus of $5,000 at the end of each calendar year, which is in addition to any other bonus consideration; and (iv) review of annual base salary on January 1, 2013, based on his performance and the profitability of the Company for the 2012 calendar year; provided, however, his annual base salary is not subject to being decreased during the Term (“Adams Amendment”).

(i)      On December 31, 2011, the Company vested an additional 160,000 shares of the restricted common stock under the Board adopted Non-Employee Director Share Based Compensation Program (“Director Plan”), of which 100,000 shares were for Mr. Nadel, and 20,000 shares were for Mr. Gregg, Mr. Brown, and Mr. Larson, respectively, and paid an aggregate of $40,000 in cash to non-employee directors during 2011. The Director Plan, effective July 1, 2010, provides for the grant of an aggregate of 800,000 shares of restricted common stock with each outside director receiving a stock grant of 100,000 shares (Mr. Gregg, Mr. Brown, and Mr. Larson), and Mr. Nadel who will receive a stock grant of 500,000 shares (Mr. Nadel was an outside director at the time of approval of the Director Plan), and each outside director will receive cash payments of $2,500 each quarter, payable at the end of each quarter. All stock grants will vest over a four and half year period, with one fifth vesting at the end of each calendar year beginning in 2010; provided, however, if there is a change in the control of the Company, all stock grants, which have not vested, will vest immediately upon the change in control. As of December 31, 2011, a total of 320,000 shares of restricted common stock have vested with a corresponding share based compensation expense of $208,000, of which $104,000 was for 2011 and 2010, respectively.

(j)      The Company accepts funds in for the purchase of certain spray rigs by customers from non-affiliated third party financing companies, including a financing company owned and operated by a relative of the Company’s Chairman of the Board (not part of the Chairman’s immediate family nor does the relative reside with the Chairman). The relative’s third party financing is provided based on competitive bidding. The total aggregate of funds received in connection with the financing of spray rigs from the relative’s company during the 2011 year was approximately $340,000.

19

See also Note 21 – Subsequent Events, in Notes to Financial Statements listed under Item 15 of Part IV of this report for more information.

Review, Approval or Ratification of Transactions with Related Persons.

The Company does not maintain a formal policy or procedure for review, approval or ratification of transactions with related persons. The Company does regularly communicate through Board and Standing Committee meetings and Unanimous Resolutions, wherein transactions with related persons are reviewed and approved and/or ratified, or disapproved.  In addition, transactions involving our directors are disclosed and reviewed by our Corporate Governance Committee in its assessment of our directors’ independence. To the extent such transactions are related to ongoing business relationships, the transactions are disclosed and, as applicable, reviewed annually. The Board of Directors intends to approve only those related party transactions that are in the best interests of our stockholders.

Director Independence

Lapolla is a “controlled company” because more than 50% of the voting power of Lapolla is held by Mr. Kurtz, our Chairman of the Board and majority stockholder.  As such, we are not required to have a majority of independent directors. However, the members of our Audit Committee are required to meet applicable SEC independence standards and do meet such requirements. Lapolla uses its own definition for determining whether its directors and members of specific committees of the board of directors, are independent. In short, in order to be considered to be independent, a member of the board of directors or any board committee may not, other than in his or her capacity as a member of the board of directors or any board committee: (i) accept any consulting, advisory, or other compensatory fee from the Company; or (ii) be an affiliated person of the Company or any subsidiary thereof. Independent directors are not officers of the Company and are in view of the Company’s Board of Directors, free of any relationship that would interfere with the exercise of independent judgment. Our Board of Directors has reviewed the relationships between the Company, including any affiliates, and each board member (and each such director’s immediate family members). Based on its review, the Board of Directors has affirmatively determined that Mr. Kurtz, Mr. Nadel, Mr. Brown, Mr. Kramer, and Mr. Adams are not, and Lt. Gen. Gregg (Ret) and Mr. Larson are, independent directors at this time. Mr. Kurtz was determined to not be independent based on his majority stockholder and Chairman of the Board status. Mr. Nadel, who was independent during the 2010 year, entered into an advisory/consultant agreement with the Company, as well as appointed Vice Chairman of the Board, thereby disqualifying him by definition on February 22, 2011. Mr. Brown was not independent based on his initially being retained as an advisor/consultant to the Board of Directors on January 16, 2007 even though his advisory/consulting role terminated upon his becoming elected to the Board of Directors on May 22, 2007 and the stock option compensation he received was during that brief time period was de minimis. Mr. Kramer and Mr. Adams are both not independent based on being executive officers of Lapolla. There was no information considered by our Board of Directors, other than what has been disclosed in this report, in determining that Lt. Gen. Gregg (Ret) and Mr. Larson were “independent” within the Company’s independence standards.

Item 14.  Principal Accountant Fees and Services

Independent Registered Public Accounting Firm Fees

Hein & Associates, LLP (“Hein”), our independent registered public accounting firm, audited our financial statements for the year ended December 31, 2011 and 2010. The Audit Committee of the Board of Directors selects the independent registered public accounting firm.  Aggregate fees billed to us by independent registered public accounting firms for the fiscal years ended December 31,

Fee Category	2011			2010
Audit Fees	$	159,125	(1)	$	147,000	(1)
Audit-Related Fees		—			—
Tax Fees		17,543	(2)		—
All Other Fees		—			1,103	(3)
Total	$	176,668		$	148,103

Notes:

(1) Represents the aggregate fees billed to us by Hein for professional services rendered for the audit of our annual financial statements, and for the reviews of our financial statements included in our Form 10-Q filings for the second, third and fourth fiscal quarters.

(2) Represents the aggregate fees billed to us by Hein for professional services rendered for the preparation of Federal income tax reports.  The Audit Committee and Board of Directors determined in advance of retaining Hein that the rendering of such services does not impair the independence of Hein as an auditor of the financial statements of Lapolla.

(3) Represents the aggregate fees billed to us by Hein for professional services rendered for non-audit services related to Federal tax research and Internal Revenue Code, as amended, Section 382 analysis, which services were pre-approved by the Audit Committee.

Policy on Audit Committee Pre-Approval

As part of its required duties, the Audit Committee pre-approves audit and non-audit services performed by our independent registered public accounting firm to assure that the provision of such services does not impair the independent registered public accounting firm’s independence. The policy generally provides that services in the defined categories of audit services, audit-related services, tax services and all other services, are deemed pre-approved up to specified amounts, and sets requirements for specific case-by-case pre-approval of discrete projects that are not otherwise pre-approved or for services over the pre-approved amounts. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual basis. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be presented to the full Audit Committee at its next scheduled meeting. The policy prohibits retention of the independent registered public accounting firm to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act of 2002 or the rules of the SEC, and also considers whether proposed services are compatible with the independence of the independent registered public accounting firm. All services provided by our independent registered public accounting firm in 2010 were pre-approved in accordance with the Audit Committee’s pre-approval requirements.

20

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)      1.      Financial Statements and Supplementary Data:

The following financial statements are included herein under Item 8 of Part II of this report, “Financial Statements and Supplementary Data”:

Index to Financial Statements	(i)
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets at December 31, 2011 and December 31, 2010	F-2
Statements of Operations for Each of the Years in the Two Year Period Ended December 31, 2011	F-3
Statements of Stockholders’ Equity and Comprehensive Income for Each of the Years in the Two Year Period Ended December 31, 2011	F-4
Statements of Cash Flows for Each of the Years in the Two Year Period Ended December 31, 2011	F-5
Notes to Financial Statements	F-6

(a)      2.      Financial Statement Schedules:

The following additional information should be read with the financial statements under Item 15(a)1 of Part IV of this report:

Schedule for the Years Ended December 31, 2011 and 2010:
Schedule Number
Valuation and Qualifying Accounts	23

All other schedules have been omitted for the reason that the required information is presented in the financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

(a)      3.      Exhibits:

See Index of Exhibits below.

(b)   Item 601 Exhibits:

Reference is hereby made to the Index of Exhibits under Item 15(a)3 of Part IV of this report.

21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Douglas J. Kramer, CEO
		Douglas J. Kramer
		CEO and President
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Charles A. Zajaczkowski, CFO
		Charles A. Zajaczkowski
		CFO and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Richard J. Kurtz, Chairman
		Richard J. Kurtz
		Chairman of the Board
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Jay C. Nadel, Vice Chairman
		Jay C. Nadel
		Vice Chairman of the Board and Director
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Arthur J. Gregg
		Arthur J. Gregg
		Director
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Augustus J. Larson
		Augustus J. Larson
		Director
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Howard L. Brown
		Howard L. Brown
		Director
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Douglas J. Kramer, Director
		Douglas J. Kramer
		Director
Date:	April 16, 2012	LAPOLLA INDUSTRIES, INC.
		By:  /s/ Michael T. Adams, Director
		Michael T. Adams
		Director, CGO, EVP, and Secretary

22

SCHEDULE II

LAPOLLA INDUSTRIES, INC.

SCHEDULE II–VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2011 and 2010

			Additions
	Balance at		Charged to		Charged						Balance
	Beginning		Costs and		to Other						at End of
Classification	of Period		Expenses		Accounts			Deductions			Period
Year Ended December 31, 2011
Allowance for Doubtful Accounts (1)	$	938,831	$	1,102,500	$	—		$	(1,131,140	)	$	820,191
Deferred Tax Assets Valuation Allowance		20,897,480		—		752,445			—			21,649,925
Year Ended December 31, 2010
Allowance for Doubtful Accounts (1)	$	734,962	$	423,956	$	—		$	(220,087	)	$	938,831
Deferred Tax Assets Valuation Allowance		21,769,300		—		(871,820	)		—			20,897,480

Notes:

(1) Write-offs of uncollectible accounts are included in Deductions column.

23

INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Restated Certificate of Incorporation dated June 28, 1994 as filed with the State of Delaware on June 16, 1994 (incorporated by reference to Exhibit 3.1 to Form 10-KSB dated December 31, 1998, filed April 16, 1999).
3.2	Certificate of Amendment of Restated Certificate of Incorporation dated February 12, 1999 as filed with State of Delaware February 12, 1999 (incorporated by reference to Exhibit 3.2 to Form 10-KSB dated December 31, 1998, filed April 16, 1999).
3.3	Certificate of Amendment of Restated Certificate of Incorporation dated June 21, 2000 as filed with the State of Delaware on June 26, 2000 (incorporated by reference to Exhibit 3(i) to Form 10-KSB dated December 31, 2000, filed March 30, 2001).
3.4	Certificate of Amendment of Restated Certificate of Incorporation dated May 28, 2002 as filed with the State of Delaware on May 28, 2002 (incorporated by reference to Exhibit 3.1 to Form 10-Q dated June 30, 2002, filed August 19, 2002).
3.5	Certificate of Amendment of Restated Certificate of Incorporation dated December 30, 2004 as filed with the State of Delaware on December 30, 2004 (incorporated by reference to Exhibit 3.5 to Form 10-K dated December 31, 2004, filed March 30, 2005).
3.6	Certificate of Amendment of Restated Certificate of Incorporation dated November 8, 2005 as filed with the State of Delaware on November 8, 2005 (incorporated by reference to Exhibit 3.6 to Form 10-K dated December 31, 2005, filed March 31, 2006).
3.7	Certificate of Amendment of Restated Certificate of Incorporation dated May 22, 2007 as filed with the State of Delaware on June 18, 2007 (incorporated by reference to Exhibit 4.1 to Form 10-Q dated June 30, 2007, filed August 20, 2007).
3.8	Certificate of Amendment of Restated Certificate of Incorporation dated June 10, 2008 as filed with the State of Delaware on June 10, 2008 (incorporated by reference to Exhibit 4.1 to Form 10-Q dated June 30, 2008, filed August 19, 2008).
3.9	Certificate of Amendment of Restated Certificate of Incorporation dated May 24, 2011 as filed with the State of Delaware on May 24, 2011 (incorporated by reference to Exhibit 3.1 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
3.10	Proforma Restated Certificate of Incorporation, as amended, and currently in effect (incorporated by reference to Exhibit 3.2 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
3.11	Bylaws, as amended, and currently in effect, of the Company (incorporated by reference to Exhibit 3.11 to Form 10-KSB dated December 31, 2005, filed March 31, 2006).
4.1	Certificate of Designation of Preferences of Series B Convertible Preferred Stock dated September 30, 2001 filed with the State of Delaware November 2, 2001 (incorporated by reference to Exhibit 3.1 to Form 8-K dated September 30, 2001, filed October 25, 2001).
4.2	Amendment to Certificate of Designation of Preferences of Series B Convertible Preferred Stock dated December 31, 2001 (incorporated by reference to Exhibit 3.1.1 to Form 8-K dated December 31, 2001, filed January 31, 2002).
4.3	Certificate of Designation of Preferences of Series C Convertible Preferred Stock dated January 8, 2002 filed with the State of Delaware on February 28, 2002 (incorporated by reference to Exhibit 3.2 to Form 8-K dated January 8, 2002, filed January 31, 2002).
4.4	Amendment to Certificate of Designation of Preferences of Series C Convertible Preferred Stock dated September 27, 2006 filed with the State of Delaware on November 1, 2006 (incorporated by reference to Exhibit 4.1 to Form 10-Q dated September 30, 2006, filed November 1, 2006).
4.5	Certificate of Designation of Preferences of Series D Preferred Stock dated September 28, 2006 as filed with the State of Delaware on November 1, 2006 (incorporated by reference to Exhibit 4.2 to Form 10-Q dated September 30, 2006, filed November 1, 2006).
10.3	Securities Purchase Agreement dated December 31, 2001 between the Company and Richard J. Kurtz (incorporated by reference to Exhibit 10.2 to Form 8-K dated December 31, 2001, filed January 31, 2002).
10.6	Securities Purchase Agreement dated September 29, 2006 between the Company and Richard J. Kurtz (incorporated by reference to Exhibit 10.1 to Form 10-Q dated September 30, 2006, filed January 31, 2002).
10.7	Securities Purchase Agreement dated December 31, 2006 between the Company and Richard J. Kurtz (incorporated by reference to Exhibit 10.7 to Form 10-K dated December 31, 2006, filed March 30, 2007).
10.8	Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 12, 2005, filed July 18, 2005).
10.9	Amendment to Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 12, 2005, filed July 18, 2005).
10.10	Second Amendment to Equity Incentive Plan dated May 5, 2008 (incorporated by reference to Appendix B to DEF 14C dated and filed on May 19, 2008).
10.11	Equity Incentive Plan, as amended, and currently in effect (incorporated by reference to Exhibit 10.2 to Form 10-Q dated June 30, 2008, filed August 20, 2008).
10.12	Option Agreement dated July 12, 2005 between Douglas J. Kramer and the Company (incorporated by reference to Exhibit 10.3 to Form 8-K dated July 12, 2005, filed July 18, 2005).
10.13	Amendment to Option Agreement dated July 28, 2005 between Douglas J. Kramer and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated July 25, 2005, filed July 29, 2005).
10.14	Option Agreement dated May 5, 2008 between Douglas J. Kramer and the Company (incorporated by reference to Appendix C to DEF 14C dated and filed on May 19, 2008).
10.15	Option Agreement dated July 12, 2005 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated July 12, 2005, filed July 18, 2005).
10.16	Amendment to Option Agreement dated July 28, 2005 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 25, 2005, filed July 29, 2005).
10.17	Executive Employment Agreement dated July 25, 2005 between Douglas J. Kramer and the Company (incorporated by to reference Exhibit 10.8 to Form 8-K dated July 25, 2005, filed July 29, 2005).
10.18	Executive Employment Agreement dated May 5, 2008 between Douglas J. Kramer and the Company (incorporated by to reference Exhibit 10.8 to Form 8-K dated July 25, 2005, filed July 29, 2005).
10.19	Executive Employment Agreement dated July 25, 2005 between Michael T. Adams and the Company (incorporated by to reference Exhibit 10.7 to Form 8-K dated July 25, 2005, filed July 29, 2005).
10.20	Revolving Credit and Term Loan Agreement between Lapolla and ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.21	Convertible Term Note between Lapolla and ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.2 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.22	Revolving Credit Note between Lapolla and ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.23	Warrant No. CV-1 To Purchase Shares of Common Stock to ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.4 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.24	Warrant No. CV-2 To Purchase Shares of Common Stock to ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.5 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).

24

INDEX OF EXHIBITS

(continued)

Exhibit No.	Description
10.25	Warrant No. CV-3 To Purchase Shares of Common Stock to ComVest dated February 21, 2007 (incorporated by reference to Exhibit 10.6 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.26	Registration Rights Agreement between Lapolla and ComVest dated February 21, 2007 (incorporated by reference to Exhibit 99.2 to Form 8-K dated and filed February 23, 2007, filed February 2, 2007).
10.27	Warrant No. CV-4 To Purchase Shares of Common Stock to ComVest dated June 12, 2007 (incorporated by reference to Exhibit 10.10 to Form 8-K dated June 12, 2007, filed June 14, 2007).
10.28	Warrant No. CV-5 To Purchase Shares of Common Stock to ComVest dated June 30, 2008 (incorporated by reference to Exhibit 10.9 to Form 8-K dated June 30, 2008, filed July 7, 2008).
10.29	Warrants Amendment Letter for Warrants CV-1 through CV-3 To Purchase Shares of Common Stock between ComVest and the Company dated June 30, 2008 (incorporated by reference to Exhibit 10.10 to Form 8-K dated June 30, 2008, filed July 7, 2008).
10.30	Amended and Restated Asset Purchase Agreement dated July 1, 2008 between the Company, Air-Tight Marketing and Distribution, Inc., and Larry P. Medford and Ted J. Medford (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 1, 2008, filed July 8, 2008).
10.31	Employment Agreement dated July 1, 2008 between Ted J. Medford and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated July 1, 2008, filed July 8, 2008).
10.32	Option Agreement dated July 1, 2008 between Ted J. Medford and the Company (incorporated by reference to Exhibit 10.3 to Form 8-K dated July 1, 2008, filed July 8, 2008).
10.33	Employment Agreement dated May 18, 2009 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated May 18, 2009, filed May 20, 2009).
10.34	Option Agreement dated May 18, 2009 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated May 18, 2009, filed May 20, 2009).
10.35	First Amendment, effective January 1, 2010, to Employment Agreement dated May 5, 2008 between Douglas J. Kramer and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated May 5, 2010, filed May 11, 2010).
10.36	Employment Agreement, effective May 10, 2010, between Charles A. Zajaczkowski and the Company (incorporated by reference to Exhibit 10.2 to Form 8-K dated May 5, 2010, filed May 11, 2010).
10.37	First Amendment, effective January 1, 2010, to Employment Agreement dated May 18, 2008 between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated June 11, 2010, filed June 16, 2010).
10.38	Bank of American Loan and Security Agreement dated August 31, 2010 and effective September 1, 2010 (incorporated by reference to Exhibit 10.1 to Form 8-K dated September 1, 2010, filed September 7, 2011).
10.39	Guarantee Agreement between Richard J. Kurtz as Guarantor of Term Loan and Bank of America (incorporated by reference to Exhibit 10.2 to Form 8-K dated September 1, 2010, filed September 7, 2011).
10.40	First Amendment dated November 10, 2010 and effective August 31, 2010, to Bank of America Loan Agreement dated August 31, 2010 (incorporated by reference to Exhibit 10.1 to Form 8-K dated November 10, 2010, filed November 18, 2010).
10.41	Agreement dated February 22, 2011 between Jay C. Nadel and the Company (incorporated by reference to Exhibit 10.1 to Form 8-K dated February 22, 2011, filed February 28, 2011).
10.42	Third Amendment dated May 11, 2011 to that certain Loan and Security Agreement between Lapolla and Bank of America dated August 31, 2010 (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarterly period ended March 31, 2011, filed May 16, 2011).
10.43	Second Amendment, effective January 1, 2011, to Employment Agreement dated May 5, 2008, between Douglas J. Kramer and the Company (incorporated by reference to Exhibit 10.2 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
10.44	Second Amendment, effective January 1, 2011, to Employment Agreement dated May 18, 2009, between Michael T. Adams and the Company (incorporated by reference to Exhibit 10.3 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
10.45	First Amendment, effective January 1, 2011, to Employment Agreement, effective May 10, 2010, between Charles A. Zajaczkowski and the Company (incorporated by reference to Exhibit 10.4 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
10.46	Fourth Amendment dated August 17, 2011 to that certain Loan and Security Agreement between Lapolla and Bank of America dated August 31, 2010 (incorporated by reference to Exhibit 10.5 to Form 10-Q dated June 30, 2011, filed August 19, 2011).
10.47	Executive Employment Agreement dated April 9, 2012 and effective April 5, 2012 between Harvey L. Schnitzer and the Company.
10.48	Sixth Amendment dated April 16, 2012 to that certain Loan and Security Agreement between Lapolla and Bank of America dated August 31, 2010.
10.49	Third Amendment, effective December 31, 2011, to Employment Agreement dated May 18, 2009, between Michael T. Adams and the Company.
14.1	Code of Business Ethics and Conduct, as amended, and currently in effect (incorporated by reference to Exhibit 14.1 to Form 10-K dated December 31, 2005 filed March 31, 2006).
23.1	Consent of Hein & Associates LLP for incorporation by reference in Registration Statement (Form S-3 No. 333-143922) of March 31, 2010 report.
31.1	Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32	Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.

25

2011 Annual Audit

Lapolla Industries, Inc.

Intercontinental Business Park

15402 Vantage Parkway East, Suite 322

Houston, Texas  77032

www.lapollaindustries.com

LAPOLLA INDUSTRIES, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
BALANCE SHEETS
Years Ended December 31, 2011 and 2010	F-2
STATEMENTS OF OPERATIONS
Years Ended December 31, 2011 and 2010	F-3
STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
Years Ended December 31, 2011 and 2010	F-4
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2011 and 2010	F-5
NOTES TO FINANCIAL STATEMENTS	F-6

i 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Lapolla Industries, Inc.

Houston, Texas

We have audited the accompanying balance sheets of Lapolla Industries, Inc. as of December 31, 2011 and 2010 and the related statements of operations, changes in stockholders’ equity and comprehensive income, and cash flows for each of the years ended December 31, 2011 and 2010.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lapolla Industries, Inc. as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years ended December 31, 2011 and 2010 in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Schedule II presents fairly, in all material respects, the information set forth therein in relation to the financial statements taken as a whole.

We were not engaged to examine management's assertion about the effectiveness of Lapolla Industries, Inc.'s internal control over financial reporting as of December 31, 2011 included in Item 9A(b) of Part II in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 and, accordingly, we do not express an opinion thereon.

/s/  Hein & Associates, LLP

Houston, Texas

April 16, 2012

F - 1

LAPOLLA INDUSTRIES, INC.

BALANCE SHEETS

	As of December 31,
	2011			2010
Assets
Current Assets:
Cash	$	—		$	298
Trade Receivables, Net		11,541,181			11,013,824
Inventories		6,222,119			5,353,015
Prepaid Expenses and Other Current Assets		1,430,273			1,259,498
Total Current Assets		19,193,573			17,626,635
Property, Plant and Equipment		2,445,608			2,547,148
Other Assets:
Goodwill		4,234,828			4,234,828
Other Intangible Assets, Net		1,854,901			1,733,449
Deposits and Other Non-Current Assets, Net		388,340			365,930
Total Other Assets		6,478,069			6,334,207
Total Assets	$	28,117,250		$	26,507,990
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable	$	12,356,101		$	8,398,341
Accrued Expenses and Other Current Liabilities		1,395,103			1,626,541
Current Portion of Term Loan		937,500			1,250,000
Current Portion of Derivate Liability		154,518			292,240
Current Portion of Long-Term Debt		44,560			45,464
Total Current Liabilities		14,887,782			11,612,586
Other Liabilities:
Non-Current Portion of Revolver Loan		9,133,155			7,578,262
Non-Current Portion of Term Loan		—			937,500
Non Current Portion of Long-Term Debt		26,487			70,062
Total Other Liabilities		9,159,642			8,585,824
Total Liabilities		24,047,424			20,198,410
Commitments and Contingencies (Note 15)
Stockholders' Equity:
Preferred Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which Designation: Series D, 25,000 Shares Authorized;  -0- and 5,242 Issued and Outstanding for 2011 and 2010, respectively; $-0- and $5,242,000 aggregate liquidation preference for 2011 and 2010, respectively.		—			5,242
Common Stock, $.01 Par Value; 140,000,000 Shares Authorized; 106,206,488 and 83,705,376 Issued and   and Outstanding for 2011 and 2010, respectively.		1,062,065			837,054
Additional Paid-In Capital		83,219,373			82,081,100
Accumulated (Deficit)		(80,093,937	)		(76,587,648	)
Accumulated Other Comprehensive (Loss)		(117,675	)		(26,168	)
Total Stockholders' Equity		4,069,826			6,309,580
Total Liabilities and Stockholders' Equity	$	28,117,250		$	26,507,990

The Accompanying Notes are an Integral Part of the Financial Statements

F - 2

LAPOLLA INDUSTRIES, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2011			2010
Sales	$	86,219,712		$	70,496,629
Cost of Sales		71,041,959			53,793,826
Gross Profit		15,177,753			16,702,803
Operating Expenses:
Selling, General and Administrative		16,553,710			12,336,719
Professional Fees		603,815			359,572
Depreciation		296,603			311,487
Amortization of Other Intangible Assets		449,568			386,252
Consulting Fees		455,967			209,963
Total Operating Expenses		18,359,663			13,603,993
Operating (Loss) Income		(3,181,910	)		3,098,810
Other (Income) Expense:
Interest Expense		565,796			813,660
Interest Expense – Related Party		—			200
Interest Expense – Amortization of Discount		—			702,233
(Gain) on Derivative Liability		(137,722	)		(279,624	)
Other, Net		(103,694	)		(238,724	)
Total Other (Income) Expense		324,380			997,745
Net Income (Loss)	$	3,506,290		$	2,101,064
Dividends on Preferred Stock		(668,945	)		(1,328,131	)
Net Income (Loss) Available to Common Stockholders	$	(4,175,235	)	$	772,933
Net Income (Loss) Per Share - Basic	$	(0.05	)	$	0.01
Weighted Average Shares Outstanding		81,243,262			66,649,323
Net Income (Loss) Per Share - Diluted	$	(0.05	)	$	0.01
Weighted Average Shares Outstanding		83,181,839			67,156,700

The Accompanying Notes are an Integral Part of the Financial Statements

F - 3

LAPOLLA INDUSTRIES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

AND COMPREHENSIVE INCOME

																			Accumulated
	Preferred Stock						Common Stock						Additional						Other			Total
	Series			Par						Par			Paid-In			Accumulated			Comprehensive			Stockholders'
As of the Year Ended		D			$1.00		Shares				$0.01		Capital			(Deficit)			Income (Loss)			Equity
December 31, 2009		13,916		$	13,916			63,944,803		$	639,448		$	81,802,159		$	(78,688,711	)	$	(3,593	)	$	3,763,219
Comprehensive Income, Net of Tax:
Net Income		—			—			—			—			—			2,101,064			—			2,101,064
Currency Translation (Loss)		—			—			—			—			—			—			(22,575	)		(22,575	)
Comprehensive Income		—			—			—			—			—			—			—			2,078,489
Issuance of Common Stock		—			—			160,000			1,600			(1,600	)		—			—			—
Conversion of Preferred Dividends to Preferred Stock		1,407			1,407			—			—			1,405,263			—			—			1,406,670
Conversion of Loan Payable – Related Party to Preferred Stock		19			19			—			—			181			—			—			200
Exchange of Preferred Stock for Common Stock		(10,000	)		(10,000	)		19,600,573			196,006			202,299			—			—			388,304
Voluntary Redemption of Preferred Stock		(100	)		(100	)		—			—			(99,900	)		—			—			(100,000	)
Share-Based Compensation Expense		—			—			—			—			100,831			—			—			100,831
Preferred Stock Accrued Dividends and Other Adjustments		—			—			—			—			(1,328,133	)		(1	)		—			(1,328,134	)
December 31, 2010		5,242		$	5,242			83,705,376		$	837,054		$	82,081,100		$	(76,587,648	)	$	(26,168	)	$	6,309,580
Comprehensive (Loss), Net of Tax:
Net (Loss)		—			—			—			—			—			(3,506,290	)		—			(3,506,290	)
Currency Translation (Loss)		—			—			—			—			—			—			(91,507	)		(91,507	)
Comprehensive (Loss)		—			—			—			—			—			—			—			(3,597,797	)
Issuance of Common Stock		—			—			2,283,575			22,836			(22,836	)		—			—			—
Issuance of Preferred Stock		315			315			—			—			314,685			—			—			315,000
Exchange of Common Stock and to Preferred Stock		1,653			1,653			(2,900,000	)		(29,000	)		27,347			—			—			—
Exchange of Preferred Stock and Preferred Dividends for Common Stock		(7,210	)		(7,210	)		23,117,493			231,175			194,808			—			—			418,773
Share-Based Compensation Expense		—			—			—			—			1,293,214			—			—			1,293,214
Preferred Stock Accrued Dividends and Other Adjustments		—			—			44			—			(668,945	)		1			—			(668,944	)
December 31, 2011		—			—			106,206,488		$	1,062,065		$	83,219,373		$	(80,093,937	)	$	(117,675	)	$	4,069,826

The Accompanying Notes are an Integral Part of the Financial Statements

F - 4

LAPOLLA INDUSTRIES, INC.

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2011			2010
Cash Flows From Operating Activities
Net Income (Loss):
Continuing Operations	$	(3,506,289	)	$	2,101,064
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation		556,409			481,894
Amortization of Other Intangible Assets		449,568			386,252
Provision for Losses on Accounts Receivable		762,500			423,956
Amortization of Discount on Convertible Term and Revolving Credit Notes		—			702,233
Share Based Compensation Expense		1,293,214			100,831
Gain on Derivative Liability		(137,722	)		(279,624	)
Gain on Disposal of Asset		(12,864	)		—
Changes in Assets and Liabilities:
Trade Receivables		(1,289,857	)		(3,175,303	)
Inventories		(869,104	)		(878,852	)
Prepaid Expenses and Other Current Assets		(170,775	)		(368,358	)
Deposits and Other Non Current Assets		(593,430	)		(386,232	)
Accounts Payable		3,957,760			2,771,464
Accrued Expenses and Other Current Liabilities		(166,610	)		870,530
Net Cash Provided by Operating Activities		272,800			2,749,855
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment		(458,066	)		(606,544	)
Proceeds from Disposal of Property, Plant and Equipment		16,061			—
Payment for AirTight Asset Purchase		—			(180,172	)
Net Cash (Used in) Investing Activities	$	(442,005	)	$	(786,716	)
Cash Flows From Financing Activities
Proceeds from Revolving Credit Note		—			800,000
Principal Repayments to Revolving Credit Note		—			(9,330,191	)
Proceeds from Revolver Loan		88,564,955			8,631,031
Principal Repayments to Revolver Loan		(87,010,063	)		(1,052,769	)
Principal Repayments to Convertible Term Note		—			(2,500,000	)
Proceeds from Term Loan		—			2,500,000
Principal Repayments to Term Loan		(1,250,000	)		(312,501	)
Principal Repayments on Long Term Debt		(44,477	)		(101,657	)
Payment of Preferred Stock Dividends		—			(875,000	)
Payments for Voluntary Redemption of Preferred Stock		—			(100,000	)
Net Cash (Used in) Provided by Financing Activities		260,415			(2,341,087	)
Net Effect of Exchange Rate Changes on Cash		(91,507	)		(22,575	)
Net Increase (Decrease) In Cash		(298	)		(400,523	)
Cash at Beginning of Year		298			400,821
Cash at End of Year	$	—		$	298
Supplemental Disclosure of Cash Flow Information:
Cash Payments for Income Taxes	$	—		$	—
Cash Payments for Interest		565,586			759,304
Supplemental Schedule of Non Cash Investing and Financing Activities:
Exchange of Common Stock for Preferred Stock	$	1,653,000		$	—
Exchange of Accrued Preferred Stock Dividends for Preferred Stock		315,000			1,406,670
Exchange of Preferred Stock for Common Stock		7,210,000			—
Exchange of Accrued Preferred Stock Dividends for Common Stock		418,773			388,304
Accrued Preferred Stock Dividends		—			1,328,131
Conversion of Loan Payable - Related Party to Preferred Stock	$	—			200

The Accompanying Notes are an Integral Part of the Financial Statements

F - 5

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1.    Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions.

This summary briefly describes the Company’s organization, basis of presentation, and critical accounting policies, estimates, and assumptions, which are presented to assist in understanding these financial statements. The financial statements and notes are representations of management who are responsible for their integrity and objectivity. The accounting policies used conform to Generally Accepted Accounting Principles (GAAP) in the United States of America and have been consistently applied in the preparation of these financial statements. Judgments and estimates of uncertainties are required in applying our accounting policies in many areas. However, application of the critical accounting policies discussed below requires management’s significant judgments, often as the result of the need to make estimates of matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Organization History

The Company was incorporated in the state of Delaware on October 20, 1989.  The Company acquired 100% of the capital stock of Infiniti Products, Inc. (f/k/a Infiniti Paint Co., Inc.), a Florida corporation, effective September 1, 2001, which was engaged in the business of developing, marketing, selling, and distributing primarily acrylic roof coatings and polyurethane foam systems in the Southeastern United States (“Infiniti”). During the latter part of 2004, Infiniti built and began operating an acrylic roof coatings manufacturing plant in the Southeastern United States. On February 11, 2005, the Company acquired 100% of the capital stock of Lapolla Industries, Inc., an Arizona corporation (“Lapolla AZ”), which was engaged in the business of manufacturing acrylic roof coatings and sealants, and distributing polyurethane foam systems in the Southwestern United States. On April 1, 2005, Infiniti merged with and into Lapolla AZ whereas the existence of Infiniti ceased. On October 1, 2005, Lapolla AZ merged with and into the Company, under its former name of IFT Corporation, whereas the existence of Lapolla AZ ceased. On November 8, 2005, the Company changed its name to Lapolla Industries, Inc. On July 1, 2008, the Company acquired certain assets and liabilities of Air-Tight Marketing and Distribution, Inc. On November 5, 2004, the Company discontinued the operations of its former RSM Technologies, Inc. subsidiary.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Trade Receivables and Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of trade receivables. The Company’s customers consist primarily of contractors and distributors. Trade receivables consist primarily of uncollateralized customer obligations, including personal guarantees when obtainable, due under normal trade terms which usually require payment within 30 days of the invoice date.  However, these payment terms are extended in select cases and many customers do not pay within stated trade terms. The Company has trade receivables from a diversified customer base. The Company has a credit insurance policy in place covering most customer account balances. The Company believes no significant concentration of credit risk exists. The Company evaluates the creditworthiness of its customers’ financial position and monitors accounts on a regular basis. Provisions to the allowance for doubtful accounts are reviewed quarterly and adjustments are made periodically (as circumstances warrant) based upon management’s best estimate of collectability of accounts. No customer represents more than 10% of sales for each of the years ended December 31, 2011 and 2010. No customer represented more than 10% of trade receivables at December 31, 2011 or 2010.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost over the fair value of net tangible and identifiable intangible assets of acquired businesses. Identifiable intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition. According to GAAP, goodwill is required to be tested for impairment, on an annual basis and between annual tests in certain circumstances, and written down when impaired. The goodwill impairment test is performed by comparing the fair value of the associated reporting unit to its carrying value. GAAP also requires that intangible assets with estimable useful lives be amortized over their respective estimated lives to their estimated residual values, and reviewed for impairment, unless these lives are determined to be indefinite.

Fair Value of Financial Instruments

The Company adopted authoritative GAAP guidance regarding disclosures about fair value of financial instruments, which requires the disclosure of the fair value of off-and-on balance sheet financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments (none of which are held for trading purposes), approximate the carrying values of such amounts. The Company adopted authoritative GAAP guidance regarding fair value measurements, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. This guidance establishes three levels of inputs that may be used to measure fair value: (a) Level 1 - Quoted prices in active markets for identical assets or liabilities.  The Company had no Level 1 assets or liabilities at December 31, 2011; (b) Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.  The Company had no Level 2 assets or liabilities at December 31, 2011; and (c) Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had Level 3 assets or liabilities at December 31, 2011. See Note 9 to our financial statements for level 3 assets and liabilities. The carrying value of cash and cash equivalents, trade receivables and payables, prepaid expenses and other current assets, amounts due to related parties, and other payables and accruals approximate fair value due to the short period of time to maturity.

F - 6

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 1.    Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions - continued.

Derivatives and Fair Value

The Company recognizes derivatives on the balance sheet at fair value with changes in the values of these derivative liabilities reflected in the statements of operations. The fair value of our derivative liabilities was estimated to be $154,518 and $292,240 as of December 31, 2011 and 2010, respectively. We review the underlying assumptions on our derivative liabilities quarterly and they are subject to change based primarily on management’s assessment at that time. Accordingly, changes to these assessments could materially affect the valuation, which could positively or negatively affect our financial performance in future periods. Disclosures related to our derivative liabilities are included in Note 9 to our financial statements.

Litigation

In the normal course of business, the Company is occasionally involved in legal proceedings. The Company accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

Cash and Cash Equivalents

The Company considers cash deposited with financial institutions and marketable securities with a maturity of three months or less at the date of acquisition to be cash and cash equivalents.

Inventories

Cost is determined on an actual and/or standard cost basis that approximates the first-in, first-out (FIFO) method using a perpetual inventory system.  Inventories are valued at the lower of cost or market (replacement cost), which does not exceed net realizable value.

Income Taxes

The Company’s provision for income taxes is determined using the U.S. federal statutory rate. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers. The Company’s deferred tax asset was approximately $21.6 Million and $21.0 Million at December 31, 2011 and 2010, respectively.  The Company is unable to reduce its valuation allowance to record a deferred tax asset until it has two years of consecutive net income. As a result, the Company recorded a valuation allowance against the deferred tax asset of $21.6 Million and $21.0 Million at December 31, 2011 and 2010, respectively, reducing its net carrying value to zero. The Company has no unrecognized income tax benefits. Accordingly, the annual effective tax rate is unaffected.  Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and operating expense, respectively. At December 31, 2011, the Company had no increase or decrease in unrecognized income tax benefits for the year. There was no accrued interest or penalties relating to tax uncertainties at December 31, 2011. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months.

Depreciable Lives of Property, Plant and Equipment

Property, plant and equipment is recorded at cost and depreciated using the straight-line method, which deducts equal amounts of the cost of each asset from earnings every year over its estimated economic useful life.  Economic useful life is the duration of time an asset is expected to be productively employed by the Company, which may be less than its physical life. Assumptions on the following factors, among others, affect the determination of estimated economic useful life: wear and tear, obsolescence, technical standards, contract life, market demand, competitive position, raw material availability, and geographic location. The estimated economic useful life of an asset is monitored to determine its appropriateness, especially in light of changed business circumstances. For example, changes in technology and changes in the estimated future demand for products may result in a shorter estimated useful life than originally anticipated. In these cases, we would depreciate the remaining net book value over the new estimated remaining life, thereby increasing depreciation expense per year on a prospective basis. Net property, plant and equipment totaled $2,445,608 and depreciation expense totaled $556,409 as of and for the year ended December 31, 2011. Net property, plant and equipment totaled $2,547,148 and depreciation expense totaled $481,894 as of and for the year ended December 31, 2010.

F - 7

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 1.    Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions - continued.

Impairment of Long-Lived Assets

Property, Plant and Equipment

Property, plant, and equipment held for use is grouped for impairment testing at the lowest level for which there is an identifiable cash flow. Impairment testing of the asset group occurs whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Such circumstances would include a significant decrease in the market value of a long-lived asset grouping, a significant adverse change in the manner in which the asset grouping is being used or in its physical condition, a history of operating or cash flow losses associated with the use of the asset grouping, or changes in the expected useful life of the long-lived assets. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by that asset group is compared to the carrying value to determine whether impairment exists. If an asset group is determined to be impaired, the loss is measured based on the difference between the asset group’s fair value and its carrying value. An estimate of the asset group’s fair value is based on the discounted value of its estimated cash flows. Assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The assumptions underlying cash flow projections represent our best estimates at the time of the impairment review. Factors that we must estimate include industry and market conditions, sales volume and prices, costs to produce, etc. Changes in key assumptions or actual conditions that differ from estimates could result in an impairment charge. Management believes it uses reasonable and supportable assumptions when performing impairment reviews and cannot predict the occurrence of future events and circumstances that could result in impairment charges.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of net tangible and identifiable intangible asset of an acquired business. Goodwill was $4,234,828 at December 31, 2011 and 2010.  The Company operates two reporting units, Foam and Coatings. Disclosures related to goodwill are included in Note 6 to the financial statements.  The Company evaluates goodwill for impairment on an annual basis, or more frequently if Management believes indicators of impairment exist, by comparing the carrying value of each of reportable unit to their estimated fair values. The annual evaluation is performed in the fourth quarter of each calendar year. The impairment test requires the Company to compare the fair value of each reporting unit to its carrying value, including assigned goodwill.  In the fourth quarter of 2011 and 2010, the Company conducted the required annual test of goodwill for impairment.  Management primarily uses an earnings before interest, taxes, depreciation, and amortization (EBITDA) income approach valuation model, representing the present value of future cash flows to determine fair value of a reporting unit. The valuation model uses a three-year growth period each reporting unit. Management has determined the EBITDA income approach valuation model represents the most appropriate valuation methodology due to the nature of the business, cash flows generated by the reporting units, and limited comparables within the industry. The principal assumptions used in the Company’s EBITDA income approach valuation model include revenue growth rate, pre-tax income, EBITDA, and EBITDA multiple. Revenue growth rate, pre-tax income, and EBITDA are consistent with those utilized in the Company’s operating plan and long term financial planning process. EBITDA multiple is determined from market and industry growth trends. Also, the expected pre-tax income and EBITDA consider historical experience and current and future expected market and industry conditions. Management judgment is required in the determination of each assumption used in the valuation model, and actual results could differ from the estimates. Upon completion of the 2011 and 2010 annual impairment assessments, the Company determined no impairment was indicated as the estimated fair value of each of the reporting units exceeded its respective carrying value. At December 31, 2011, the aggregate amount of carrying value that exceeded the fair value of the Company's reporting units was approximately $11 Million, of which $9 Million was for Foam and $2 Million was for Coatings. At December 31, 2010, the aggregate amount of carrying value that exceeded the fair value of the Company's reporting units was approximately $15 Million, of which $14.4 Million was for Foam and $ .6 Million was for Coatings.

Other Intangible Assets

The Company had other intangible assets, net of $1,854,901 and $1,733,449 at December 31, 2011 and 2010, respectively, consisting of customer lists, product formulations, trade names, and non-competes that were acquired as part of business combinations, and trademarks and approvals and certifications obtained as part of entering into new markets.  Amortization of other intangible assets totaled $449,568 and $386,252 at December 31, 2011 and 2010, respectively. Other intangible assets are tested for impairment as part of the long-lived asset grouping impairment tests. Impairment testing of the asset group occurs whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. See impairment discussion above under Property, Plant and Equipment for a description of how impairment losses are determined. Disclosures related to other intangible assets are included in Note 6 to the financial statements. Significant management judgment is required in the forecasts of future operating results that are used in the Company’s impairment evaluations. The estimates used are consistent with the plans and estimates that Management uses to manage its business. It is possible, however, that the plans may change and estimates used may prove to be inaccurate. If the Company’s actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, then the Company could incur future impairment charges, which would adversely affect financial performance.

Revenue Recognition

Sales are recognized as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured. Sales channels include direct sales, distributors, and independent representatives.  Irrespective of the sales channel, returns and allowances are not a business practice in the industry. Amounts billed for shipping and handling are included in revenues (freight).  Freight included in revenue was $1,146,395 and $712,834 in 2011 and 2010, respectively. Costs incurred for shipping and handling are included in cost of sales. Freight included in cost of sales was $5,342,075 and $3,525,607 in 2011 and 2010, respectively. Revenues are recorded net of sales tax.

F - 8

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 1.    Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions - continued.

Research and Development

Research and development costs related to both future and present products are charged to operations as incurred.

Share-Based Compensation

The Company accounts for stock based compensation in accordance with GAAP, which requires the Company to measure and recognize the cost of employee or director services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of share based awards is estimated at the grant date using a lattice-based valuation model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. Employee stock option exercise behavior is based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options. The Company applies an estimated forfeiture rate to unvested awards for the purpose of calculating compensation cost. These estimates are subject to revision in future periods if actual forfeitures differ from the estimates and changes impact compensation cost in the period in which the change in estimate occurs. Disclosures related to share based compensation are included in Note 18 to our financial statements. Share based compensation expense was $1,293,214 and $100,831 in 2011 and 2010, respectively. The share based compensation expense increase negatively affected the Company’s financial performance for 2011. If additional share based awards are granted, financial performance may be negatively affected, and if outstanding share based awards are forfeited or canceled, resulting in non-vesting of such stock awards, financial performance may be positively affected. In either instance, the Company’s financial performance may change depending on share based award activities in future periods.

Allowance for Doubtful Accounts

The Company presents trade receivables, net of allowances for doubtful accounts, to ensure trade receivables are not overstated due to uncollectible accounts. Allowances, when required, are calculated based on a detailed review of certain individual customer accounts, including credit insurance and other security when applicable, and an estimation of the overall economic conditions affecting our customer base. The Company reviews a customer’s credit history before extending credit. The allowance for doubtful accounts was $820,191 and $938,831 at December 31, 2011 and 2010, respectively. If the financial condition of customers were to deteriorate based on worsening overall economic conditions, resulting in an impairment of their ability to make payments to the Company, then additional allowances may be required in future periods.

Cost of Sales and Selling, General and Administrative Costs

The Cost of Sales line item includes all the material, overhead, packaging, and freight costs associated with products shipped, including resale finished goods and raw materials, as well as payroll costs associated with manufacturing the finished goods, inbound freight, sales tax expense, product containers, labels, and other miscellaneous items that are indirectly used in the manufacturing, packaging, and shipping (outbound freight) of finished goods, including inspection, and internal transfer costs, as well as depreciation of machinery, amortization of approvals and certifications, and an allocated portion of overhead. The Selling, General and Administrative line item includes selling, advertising, marketing, customer service, and technical support, as well as the costs of providing corporate functional support for all other areas of our business.

Advertising and Marketing Expenses

Advertising and marketing costs are generally expensed as incurred. Expenditures for certain advertising and marketing activities related to trade shows and trade magazines are deferred within the Company’s fiscal year when the benefits clearly extend beyond the interim period in which the expenditure is made, generally not to exceed 90 days. Other advertising and marketing expenditures that do not meet the deferred criteria are expensed when the advertising and marketing occurs. Total advertising and marketing costs expensed were approximately $1,480,902 and $1,250,283 in 2011 and 2010, respectively.

Net Income (Loss) Per Common Share

Basic income (loss) per share is based upon the net income (loss) applicable to common shares after preferred dividend requirements and upon the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share reflects the effect of the assumed exercise of stock options and warrants only in periods in which such effect would have been dilutive. Disclosures related to net income (loss) per common share are included in Note 16 to our financial statements.

F - 9

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 1.    Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions - continued.

Recently Adopted Accounting Standards

In December 2010, the FASB issued an accounting standards update that requires an entity to perform Step 2 of the goodwill impairment test for its reporting units with a zero or a negative carrying amount if there are qualitative factors indicating that it is more likely than not that a goodwill impairment exists. This guidance became effective for fiscal years beginning after December 15, 2010 and was applied as a change in accounting principle with any impairment recorded as a cumulative-effect adjustment to beginning retained earnings. The Company adopted the provisions of the guidance in the first quarter of 2011. The adoption did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter of 2010, the Company adopted the requirements for disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers. Beginning in the first quarter of 2011, these amended standards will require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards do not affect the Company’s statements of operations or balance sheets.

New Accounting Standards Not Yet Adopted

In September 2011, the Financial Accounting Standards Board (FASB) issued an accounting standards update that gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

In June 2011, the FASB issued an accounting standards update that eliminates the option to present components of other comprehensive income as part of the statement of changes in equity and requires an entity to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also requires an entity to present on the face of the financial statements reclassification adjustments from other comprehensive income to net income. This guidance will be effective for fiscal years beginning after December 15, 2011, which will be the Company's fiscal year 2012, with early adoption permitted. In December 2011, the FASB issued an accounting standards update that defers the presentation requirement for other comprehensive income reclassifications on the face of the financial statements. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

In May 2011, the FASB issued an accounting standards update that clarifies and amends the existing fair value measurement and disclosure requirements. This guidance will be effective prospectively for interim and annual periods beginning after December 15, 2011, which will be the Company’s fiscal year 2012, with early adoption prohibited. The Company does not expect the adoption of the guidance will have a material impact on the Company’s consolidated financial statements.

Note 2.    Trade Receivables.

Trade receivables are comprised of the following for the years ending December 31:

	2011			2010
Trade Receivables	$	12,361,372		$	11,952,655
Less: Allowance for Doubtful Accounts		(820,191	)		(938,831	)
Trade Receivables, Net	$	11,541,181		$	11,013,824

Note 3.    Inventories.

The following is a summary of inventories for the years ending December 31:

	2011		2010
Raw Materials	$	2,063,624	$	1,663,674
Finished Goods		4,158,495		3,689,341
Total	$	6,222,119	$	5,353,015

F - 10

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 4.    Property, Plant and Equipment.

The following is a summary of property, plant and equipment for the years ending December 31:

	2011			2010			Estimated Useful Life
Vehicles	$	873,391		$	872,993		5 Years
Leasehold Improvements		256,401			176,426		13 – 15 Years
Office Furniture and Equipment		324,979			266,788		3 – 7 Years
Computers and Software		1,109,671			861,765		3 – 5 Years
Machinery and Equipment		2,466,777			2,362,827		3 – 20 Years
Plant Construction in Progress		—			83,667
Total Property, Plant and Equipment	$	5,031,219		$	4,624,466
Less: Accumulated Depreciation		(2,585,611	)		(2,077,318	)
Total Property, Plant and Equipment, Net	$	2,445,608		$	2,547,148

Depreciation expense was $556,409 and $481,894 for the years ended 2011 and 2010, of which $259,806 and $170,407 were included in cost of sales for 2011 and 2010, respectively.

Note 5.    Dependence on Few Suppliers.

The Company is dependent on a few suppliers for certain of its raw materials and finished goods. For 2011 and 2010, raw materials and finished goods purchased from the Company’s three largest suppliers accounted for approximately 35% and 60% of purchases, respectively.

Note 6.    Goodwill and Other Intangible Assets.

The following is a summary of Goodwill for the years ending December 31:

Goodwill

	2011		2010
Foam	$	2,932,208	$	2,932,208
Coatings		1,302,620		1,302,620
	$	4,234,828	$	4,234,828

The following is a summary of Other Intangible Assets for the years ending December 31:

Other Intangible Assets

	2011					2010
	Gross		Accumulated			Gross		Accumulated			Amortization
	Amount		Amortization			Amount		Amortization			Period
Customer Lists	$	859,235	$	(622,235	)	$	859,235	$	(464,236	)	5 Years
Product Formulation		138,471		(63,081	)		138,471		(53,850	)	15 Years
Trade Names		740,325		(170,502	)		740,325		(121,147	)	15 Years
Non-Competes		210,000		(147,000	)		210,000		(105,000	)	5 Years
Approvals and Certifications		1,325,754		(402,066	)		745,391		(215,740	)	5 Years
	$	3,273,785	$	(1,404,884	)	$	2,693,422	$	(959,973	)

Based on the other intangible assets in service as of December 31, 2011, estimated amortization expense for the years ending December 31, 2011 through December 31, 2015 and thereafter is as follows:

	2012		2013		2014		2015		Thereafter
Customer Lists	$	158,000	$	79,000	$	—	$	—	$	—
Product Formulation		9,231		9,231		9,231		9,231		38,466
Trade Names		49,355		49,355		49,355		49,355		372,403
Non-Competes		42,000		21,000		—		—		—
Approvals and Certifications		217,110		217,110		217,110		217,110		55,248

The Company evaluates the amortization period of goodwill and other intangible assets on an ongoing basis, in light of any changes in business conditions, events or circumstances, which may indicate the potential impairment of goodwill and other intangible assets.

F - 11

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 7.    Accrued Expenses and Other Current Liabilities.

The following is a summary of accrued expenses and other current liabilities for the years ending December 31:

	2011		2010
Accrued Payroll	$	140,913	$	234,350
Accrued Commissions		104,000		82,012
Accrued Inventory Purchases		53,465		442,855
Accrued Taxes and Other		788,284		417,095
Accrued Insurance		296,312		316,792
Accrued Dividends Payable		—		64,827
Deferred Finance Charge Income		12,129		68,610
Total Accrued Expenses and Other Current Liabilities	$	1,395,103	$	1,626,541

Note 8.    Financing Instruments

(a)           Loan and Security Agreement.  The Company entered into a Loan and Security Agreement with Bank of America, N.A., on August 31, 2010, which became effective when funded by Bank of America, on September 1, 2010, under which Bank of America agreed to loan up to $2,500,000 under a term loan, which matures on August 31, 2012 ("Term Loan") and $10,000,000 under a revolver loan, which matures on August 31, 2013 ("Revolver Loan") (the "Term Loan" and "Revolver Loan" are collectively referred to as "Bank Loans"). The Company granted Bank of America a continuing security interest in and lien upon all property of the Company. On September 1, 2010, the Company initially borrowed $10,576,851 under the Bank Loans, of which $8,076,851 was from the Revolver Loan and $2,500,000 was from the Term Loan. The borrowing was comprised entirely of a Base Rate loan. The Base Rate is for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as determined on such day, plus 1.50%. The Company entered into an amendment dated May 11, 2011 to the Bank Loans, under which Bank of America agreed to increase the amount available under the Revolver Loan from up to $10,000,000 to $13,000,000.  The Company has three material debt covenants to comply with: (i) Capital expenditures are limited to $625,000 on an annual basis, (ii) A borrowing base calculation defined as an amount determined by a detailed calculation equal to 85% of eligible accounts receivable, plus 55% of eligible inventory cannot be exceeded (“Borrowing Base”); and (iii) a Fixed Charge Coverage Ratio of at least 1.1 to 1.0. The Company and Lender entered into an amendment dated August 17, 2011 to the Loan Agreement, changing the Availability Reserve to $250,000, and, effective June 30, 2011, the definition of EBITDA to include “non-cash stock-based compensation expense”, and the Fixed Charge Coverage Ratio from 1.1 to 1.0 to 0.8 to 1.0 for June 2011, 0.95 to 1.0 for July 2011, and 1.1 to 1.0 for August 2011 and thereafter. The Company and Lender entered into an amendment dated November 18, 2011 to the Loan Agreement, including a Basic Reserve of $650,000 as part of the Availability Reserve, which Basic Reserve may adjust upward based on a fixed coverage charge ratio formula tested monthly, beginning November 1, 2011 and ending no later than April 30, 2012, and, effective August 31, 2011, changing the fixed charge coverage ratio from 1.1 to 1.0 to 0.95 to 1.0 for August 2011, 0.65 to 1.0 for September 2011, 0.85 to 1.0 for October 2011, 0.70 to 1.0 for November 2011 and December 2011, 0.50 to 1.0 for January 2012 and February 2012, 0.60 to 1.0 for March 2012, 0.85 to 1.0 for April 2012, and 1.1 to 1.0 for May 2012 and thereafter, and Applicable Margin was change on the Base Rate Revolver Loan to 2.25%, LIBOR Revolver Loans to 3.25%, and LIBOR Term Loans to 4.0%. The Company was not initially in compliance with all of the material debt covenants at December 31, 2011. The Company and Lender entered into an amendment dated April 16, 2012 to the Loan Agreement: (a) increasing the Basic Reserve to $1 Million on any day on or after June 30, 2012, (b) allowing an EBITDA deficit of $200,000 for the month of March 2012, and (c) effective December 31, 2011, maintaining a fixed charge coverage ratio, tested monthly as of the date of each calendar month beginning on April 30, 2012 and continuing thereafter (i) with respect to any such test date on or before December 31, 2012, for the period January 1, 2012 through such test date, and (ii) thereafter, for the most recently completed 12 calendar months, of at least the ratio of 0.10 to 1.0 for April 30, 2012, 0.40 to 1.0 for May 31, 2012, 1.1 to 1.0 for June 30, 2012, and 1.1 to 1.0 for July 31, 2012 and thereafter. The Company is required to submit its Borrowing Base calculation to its financing institution daily. If, at any time, the Company’s Borrowing Base calculation is less than the amount outstanding under the Revolver Loan, and that amount remains unpaid or is not increased from future Borrowing Base calculations to an amount equal to the balance outstanding under the Revolver Loan at any given time, the financing institution, in its discretion, may accelerate any and all amounts outstanding under the Bank Loans. The Company was in compliance with its debt covenants at December 31, 2011.  A brief summary of certain terms and conditions of the Bank Loans are provided below:

(i)      Revolver Loan.  The Revolver Loan obligates Bank of America to make revolver loans and to issue letters of credit in an amount up to the $13,000,000 commitment and matures on August 31, 2013.  The proceeds of Revolver Loans shall be used by the Company solely: (a) to satisfy existing debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay obligations in accordance with the agreement; and (d) for working capital and other lawful corporate purposes of the Company. At December 31, 2011, the balance outstanding on the Revolver Loan was $9,133,155 and the weighted-average interest rate was 4.02%; and

(ii)      Term Loan.  The Term Loan obligated Bank of America to make up to $2,500,000 available to the Company upon closing of the Bank Loans. The Term Loan is personally guaranteed by the Chairman of the Board and majority stockholder ("Guarantee"). Principal of the Term Loan is repaid in monthly installments on the first business day of each month, commencing on October 1, 2010, each such installment to be in an amount equal to 1/24 of the principal balance of the original amount of the Term Loan, until the Term Loan maturity date of August 31, 2012, or earlier based on mandatory prepayment events, on which date all principal, interest and other amounts owing with respect to the Term Loan shall be due and payable in full. Once repaid, no portion of the Term Loan may be reborrowed. The Company may after April 15, 2011 prepay the Term Loan. At December 31, 2011, the balance outstanding on the Term Loan was $937,500 and the interest rate was 4.375%.

F - 12

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 8.   Financing Instruments - continued

(b)      Warrants.  The Company previously entered into a Revolving Credit and Term Loan Agreement on February 21, 2007 with ComVest, as amended from time to time, under which ComVest agreed to loan up to $9,500,000 under a revolving credit note and $3,000,000 under a convertible term note (both of which matured and paid off in 2010), and Lapolla agreed to issue certain detachable warrants, as amended and increased from time to time (“Warrants”) to ComVest and register the underlying shares issuable under the convertible term note and the Warrants. The detachable and remaining outstanding registered Warrants are for the purchase of an aggregate of 2,500,000 shares of common stock, of which 1,500,000 are exercisable at a price of $.53 per share and 1,000,000 are exercisable at a price of $.65 per share, expire on June 30, 2013, and have an aggregate fair value of $154,518 at December 31, 2011.  The Company determined that no liability was recognizable at December 31, 2010 for registration payment arrangements based on the fact that the Registration Statement was effective at December 31, 2011. See also Note 9 - Derivatives and Fair Value for more information.

Note 9.   Derivatives and Fair Value.

The Company has evaluated the application of GAAP with respect to certain detachable Warrants (See Note – 8 Financing Instruments, (b) Warrants, above) to purchase common stock and determined they are required to be accounted for as a derivative as of January 1, 2009 due to the down round protection feature on the exercise price. The Company records the fair value of derivatives on its balance sheet at fair value with changes in the value of derivatives reflected in the statements of operations as “(Gain) Loss on Derivative Liabilities.”  The Company’s derivative instruments are not designated as hedging instruments under GAAP and are disclosed on the balance sheet under “Derivative Liabilities”. At December 31, 2011 and 2010, the Company’s derivative liabilities were categorized as Level 3 fair value assets, respectively.

Level 3 Valuation Techniques

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  Level 3 financial liabilities consist of the freestanding Warrants that contain down round provisions for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. We have valued the freestanding Warrants using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of January 1,  and December 31, 2011 and 2010, respectively. For 2011, the primary assumptions include projected annual volatility of 120% and holder exercise targets at 150% of exercise price for the Warrants, decreasing as the Warrants approach maturity. The fair value of the derivatives as of December 31, 2011 was estimated to be $154,518. For 2010, the primary assumptions include projected annual volatility of 123% and holder exercise targets at 150% of exercise price for the Warrants, decreasing as the Warrants approach maturity. The fair value of the derivatives as of December 31, 2010 was estimated to be $292,240. The foregoing assumptions are reviewed quarterly and subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuation.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are disclosed below and on the balance sheet under derivative liabilities:

	Fair Value Measurement Using
	As of December 31, 2011						As of December 31, 2010
	Carrying Value		Level 3		Total		Carrying Value		Level 3		Total
Warrant Liabilities	$	154,518	$	154,518	$	154,518	$	292,240	$	292,240	$	292,240
Total Derivative Liabilities	$	154,518	$	154,518	$	154,518	$	292,240	$	292,240	$	292,240

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Fair Value Measurements Using Level 3 Inputs
	2011						2010
	Derivative Liabilities			Totals			Derivative Liabilities			Totals
Beginning Balance on January 1,	$	292,240		$	292,240		$	571,864		$	571,864
Total Gains or Losses (realized/unrealized)  included in Net Income (Loss)		(137,722	)		(137,722	)		(279,624	)		(279,624	)
Purchases, Issuances and Settlements		—			—			—			—
Transfers in and/or out of Level 3		—			—			—			—
Ending Balance on December 31,	$	154,518		$	154,518		$	292,240		$	292,240

F - 13

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 12.  Long Term Debt.

The following is a summary of long term debt for the years ending December 31:

	2011			2010
Various notes payable on vehicles and equipment, due in monthly installments of $4,303 including  interest, maturing through 2013.	$	71,047		$	115,526
Less: Current Maturities		(44,560	)		(45,464	)
Total Long-Term Debt	$	26,487		$	70,062
Debt Maturity Schedule:
Years Ending December 31,
2012	$	44,560
2013		26,487
Total	$	71,047

Note 13.  Related Party Transactions.

(a)      On February 22, 2011, the Company and Mr. Nadel, a director, entered into an agreement wherein Mr. Nadel became a consultant and Vice Chairman ("Nadel Agreement"), for 3 years.  In addition to any other compensation Mr. Nadel is currently receiving from the Company, Mr. Nadel was granted 5,000,000 shares of restricted common stock ("Shares"), which vest monthly over 3 years, and $200,000 in cash fees per year. Mr. Nadel‘s services include business development and planning, assisting management on strategic initiatives, and other tasks as requested by the Chairman or the Company in consultation with the Chairman. During 2011, Mr. Nadel received $171,350 in cash and an aggregate of 1,427,916 Shares valued at $813,914 vested under the Nadel Agreement.  See also Item (b) below.

(b)      On February 22, 2011, the Company exchanged an aggregate of 1,653 shares of its Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, accruing dividends at 10% per annum, to reimburse the Chairman for the aggregate value of the 2,900,000 shares of restricted common stock he provided to meet the number of Shares (described in (a) above and defined in the Nadel Agreement) requirement in the Nadel Agreement of $1,653,000 (calculated by taking the 2,900,000 shares of common stock times the closing price of the Company's common stock of $.57 per share on February 22, 2011).

(c)      On May 25, 2011, the Company issued to the Chairman and principal stockholder, an aggregate of 315 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, in exchange for cancellation of an aggregate of $315,000 of Lapolla indebtedness in the form of accrued Series D Preferred Stock dividends outstanding and due and owing to the principal stockholder on such date.

(d)      On July 5, 2011, the Company extended the 80,000 vested 6-year stock options originally granted to Mr. Adams, an officer and director, on July 12, 2005, at an exercise price of $.67 per share, (expiring July 12, 2011), for an additional 3 years (now expiring July 12, 2014).  The closing price of the common stock on the modification date was $.60 per share. No incremental cost was required to be recorded for the modification.

(e)      On December 14, 2011, the Company extended an aggregate of 1,310,000 vested 5-year stock options originally granted to Mr. Gregg (225,000 options), Mr. Brown (500,000 options), Mr. Nadel (450,000 options), and Mr. Larson (135,000 options), non-employee directors, on January 16, 2007, at an exercise price of $.60 per share, (expiring January 15, 2012), for an additional 5 years (now expiring July 15, 2017).  The closing price of common stock on the date of modification was $.42 per share. No incremental cost was required to be recorded for the modification.

(f)       On December 26, 2011, the Chairman and principal stockholder, exchanged all of his outstanding Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share (7,210 shares valued at $7,210,000) and Series D Accrued Dividends ($418,773) totaling $7,628,773, for restricted common stock, par value $.01, of the Company, at the closing price of the common stock on the last trading date (December 23, 2011) of $.33 per share, or for 23,117,493 shares.

(g)      On December 26, 2011, in connection with the transaction described in Item (a) above, the Company was required to issue 695,704 shares of restricted common stock, par value $.01, to Mr. Nadel pursuant to the Nadel Agreement's anti-dilution provision.  The transaction was valued by taking the closing price of the common stock on the last trading date (December 23, 2011) of $.33 per share and multiplying it by the number of shares granted, which resulted in recording compensation cost of $229,582.

(h)      Effective December 31, 2011, the Company amended Mr. Adams’ Executive Employment Agreement to: (i) extend the Term for an additional 3 years to expire on December 31, 2014; (ii) provide for 12 months of severance due to Mr. Adams’ long tenure with the Company in case of involuntary termination of his employment by the Company, or termination due to his death or disability; (iii) provide a fixed bonus of $5,000 at the end of each calendar year, which is in addition to any other bonus consideration; and (iv) review of annual base salary on January 1, 2013, based on his performance and the profitability of the Company for the 2012 calendar year, however, his annual base salary cannot be decreased.

(i)        During 2011, the Company accepted funds for the purchase of certain spray rigs by customers from non-affiliated third party financing companies, including a financing company owned and operated by a relative of the Company’s Chairman of the Board. The relative’s third party financing is provided based on competitive bidding. The total aggregate of funds received in connection with the financing of spray rigs from the relative’s company was approximately $340,000.

F - 14

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 13.  Related Party Transactions.

(j)       On December 31, 2011, the Company vested an additional 160,000 shares of the restricted common stock Director Plan, of which 100,000 shares were for Mr. Nadel, and 20,000 shares were for Mr. Gregg, Mr. Brown, and Mr. Larson, respectively, and paid $40,000 in cash. The Director Plan, effective July 1, 2010, provides for the grant of an aggregate of 800,000 shares of restricted common stock with each outside director receiving a stock grant of 100,000 shares (Mr. Gregg, Mr. Brown, and Mr. Larson), except Mr. Nadel who will receive a stock grant of 500,000 shares (Mr. Nadel was an outside director at the time of approval of the Director Plan), and each outside director will receive cash payments of $2,500 each quarter, payable at the end of each quarter. As of December 31, 2011, a total of 320,000 shares of restricted common stock have vested with a corresponding share based compensation expense of $208,000, of which $104,000 was for 2011 and 2010, respectively.  See also Item (r) below.

(k)      On February 1, 2010, the Company accepted the voluntary redemption of 100 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, from Mr. Brown, a director, for $100,000 in cash.

(l)       On February 18, 2010, the Company recorded the remaining grant-date fair value compensation cost of $18,800 to complete the private agreement whereby Mr. Kurtz agreed to transfer approximately 1,084,000 shares, in two installments, of his restricted common stock to Mr. Nadel in order to secure his continued participation required with his role as a Board member for a two year period entered into on February 19, 2008. The first installment of 500,000 shares was transferred to Mr. Nadel on February 19, 2008 and second installment of 584,000 shares was transferred to Mr. Nadel on February 18, 2009 by Mr. Kurtz. The installments vest one year after the date of each installment. The closing price of the Company’s common stock as traded on the OTCBB on the date of the agreement was $.70 per share. The grant-date fair value for this transaction is $758,800.

(m)      On March 31, 2010, Mr. Kurtz, Chairman of the Board and majority stockholder, converted $19,000 of indebtedness owed by the Company to him, of which $18,800 represented a loan payable – related party and $200 represented related accrued interest, into 19 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share.

(n)      On May 5, 2010, the Company and Douglas J. Kramer, CEO and President, entered into an amendment to that certain executive employment agreement dated May 5, 2008 and option agreement of even date, effective as of January 1, 2010, to: (i) acknowledge his prior agreed salary increase to $400,000, effective January 1, 2009; (ii) extend his employment term to December 31, 2013; (iii) change his transaction bonus upon a change in control to 8.5%; (iv) add an annual bonus based on meeting Board approved operating budget requirements; and (v) cancel his remaining 1,500,000 unvested stock options.

(o)      Effective May 10, 2010, the Company entered into an executive employment agreement with Charles Zajaczkowski to serve as Chief Financial Officer and Corporate Treasurer, which provides: (i) employment term to December 31, 2012; (ii) annual base salary of $160,000; (iii) annual bonus based on meeting Board approved operating budget requirements; and (iv) change in control bonus equal to 50% of his annual base salary if such change-in-control occurs within 18 months from his effective date of employment, which was May 10, 2010, or 100% of his annual base salary if such change-in-control occurs after 18 months from his effective date of employment.

(p)      On June 11, 2010, the Company and Michael T. Adams, CGO, EVP, and Secretary, entered into an amendment to that certain executive employment agreement dated May 18, 2009, effective as of January 1, 2010, to: (i) acknowledge his prior agreed salary increase from to $187,500, effective January 1, 2010, which shall be increased to $200,000, effective July 1, 2010, if the Company is at or above budget on June 30, 2010; and (ii) add an annual bonus based on meeting Board approved operating budget requirements.

(q)      On June 30, 2010, Mr. Kurtz, Chairman of the Board and majority stockholder, exchanged $1,406,670 of accrued Series D Preferred Stock dividends outstanding at December 31, 2009, into 1,407 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share.

(r)       Effective July 1, 2010, the Board adopted a Director Share Based Compensation Program that provides: (i) each outside director will receive cash payments of $2,500 each quarter, payable at the end of each quarter; and (ii) each outside directors will receive a stock grant of 100,000 shares, except Mr. Nadel who will receive a stock grant of 500,000 shares. All stock grants will vest over a four and a half year period, with one fifth vesting at the end of each year beginning in 2010. However, if there is a change in the control of the Company, all grants which have not vested, will vest immediately upon the change in control. The Company recorded $52,000 in share based compensation expense during 2010 under this plan.

(s)      On November 16, 2010, the Chairman of the Board and principal stockholder of Lapolla exchanged $10,000,000, or 10,000 shares, of his Series D Preferred Stock, par value $1.00, with a Stated Value of $1,000 per share, accruing dividends at 10% per annum, payable quarterly in arrears, plus unpaid and accrued outstanding Series D Preferred Stock dividends of $388,304 as of said date, for restricted common stock at a price per share of $.53 per share (the closing price of common stock on the date of the transaction was $.51 per share), or for 19,600,573 shares.

(t)       During 2010, the Company paid an aggregate of $32,000 in cash to non-employee directors for director services rendered, of which Mr. Gregg, Mr. Nadel, Mr. Larson, and Mr. Nadel each received $8,000.

(u)      During 2010, the Company paid an aggregate of $875,000 to Mr. Kurtz, Chairman of the Board, majority stockholder, and sole Series D Preferred Stock holder, for accrued Series D Preferred stock dividends.

F - 15

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 14.  Deferred Income Taxes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities, for financial reporting purposes, and amounts used for Federal income tax purposes. Significant components of the Company's continuing operations deferred tax asset at December 31:

Deferred Tax Assets:	2011			2010
Net Operating Loss Carry-Forward	$	63,676,250		$	61,463,176
Statutory Tax Rate		34	%		34	%
Total Deferred Tax Assets		21,649,925			20,897,480
Valuation Allowance for Deferred Tax Assets		(21,649,925	)		(20,897,480	)
Net Deferred Taxes	$	—		$	—

At December 31, 2011, the Company had available, net operating loss carry-forwards of approximately $63,000,000 for Federal income tax purposes. Utilization by the Company is subject to limitations based on the Company's future income, and pursuant to Section 382 of the Internal Revenue Code, as amended, the usage of some of these net operating loss carry-forwards may be limited due to changes in ownership that have occurred or may occur in the future. The loss carry-forwards, if not used, will expire as follows: $5,319,718 in 2018, $1,067,538 in 2019, $4,557,566 in 2020, $7,870,612 in 2021, $10,869,699 in 2022, $9,811,811 in 2023, $4,244,336 in 2024, $3,607,642 in 2025, $2,744,261 in 2026, $4,994,863 in 2027, $4,014,317 in 2028, $2,360,813 in 2029, and $2,213,074 in 2031.

Note 15.  Commitments and Contingencies.

Leases

The Company conducts operations in leased facilities located in Texas, New Jersey, and Ontario (Canada). The Texas and Canada leases include lease concessions which amounts are included as part of the aggregate minimum lease payments and recognized on a straight-line basis over the minimum lease terms. Future minimum lease payments required under the non-cancelable operating leases as and for the years ending December 31 are as follows: $510,019 for 2012; $437,020 for 2013; $461,674 for 2014; $425,631 for 2015; and $183,219 for 2016. Rent expense for the years ended December 31, 2011 and 2010 was $357,145 and $375,981, respectively.

Legal Proceedings

We are involved in various lawsuits and claims arising in the ordinary course of business. These other matters are, in our opinion, immaterial both individually and in the aggregate with respect to our financial position, liquidity or results of operations.

Note 16.  Net Income (Loss) Per Common Share – Basic and Diluted.

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Common stock equivalents were taken into consideration in calculating diluted net income per common share for the year ended December 31, 2010.  Common stock equivalents were not considered in calculating diluted net loss per common share for the year ended December 31, 2011 as their effect would be anti-dilutive. The computation of the Company’s basic and diluted earnings per share for the year ended:

	2011			2010
Net income (loss) available to common shareholders (A)	$	(4,175,235	)	$	772,934
Weighted average common shares outstanding (B)		81,243,262			66,649,323
Dilutive effect of employee equity incentive plans		—			481,891
Dilutive effect of warrants		—			25,486
Weighted average common shares outstanding, assuming dilution (C)		83,181,839			67,156,700
Basic earnings per common share (A)/(B)	$	(0.05	)	$	0.01
Diluted earnings per common share (A)/(C)	$	(0.05	)	$	0.01

For 2011, a total of 7,439,999 shares of common stock were excluded from the calculation of diluted earnings per common share, of which: (a) 2,500,000 shares were for outstanding warrants, all of which warrants had an exercise price greater than the market value of the common share as of the periods then ended (“out-of-the-money”), and (b) 4,939,999 shares were for outstanding and vested stock options, of which 550,000 shares were for in-the-money vested and exercisable stock options, 2,086,248 shares were for stock options had an exercise price less than or equal to the market value of the common share as of the period then ended (“in-the-money”) vested and exercisable stock options, and 2,303,751 shares were for vested and un-exercisable stock options. Outstanding in-the-money warrants and stock options could be included in the calculation in the future if the Company reports a profit and out-of-the money warrants and stock options could be included in the calculation in the future if the market value of the Company’s common shares increases and is greater than the exercise price, the Company reports a profit, and the exercisability restrictions are met.

F - 16

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 16.  Net Income (Loss) Per Common Share – Basic and Diluted - continued.

For 2010, a total of 4,578,266 shares of common stock were excluded from the calculation of diluted earnings per common share, of which: (a) 1,000,000 shares were for outstanding out-of-the-money warrants, and (b) 3,578,266 shares were for outstanding and vested stock options, of which 1,186,875 shares were for out-of-the-money vested and exercisable stock options and ; and   because , of which: (a)  2,391,391 shares were for vested and un-exercisable stock options. Outstanding out-of-the money warrants and stock options could be included in the calculation in the future if the market value of the Company’s common shares increases and is greater than the exercise price, the Company reports a profit, and the exercisability restrictions are met or removed.

Note 17.  Securities Transactions.

(a)      During 2011, the Company issued an aggregate of 1,427,916 shares valued at $813,914 for advisory/consulting services. See also Note 13 - Related Party Transactions, Item (a).

(b)      During 2011, the Company exchanged an aggregate of 1,653 shares of its Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, accruing dividends at 10% per annum, to reimburse the principal stockholder of the Company for the aggregate value of the 2,900,000 shares of restricted common stock provided to meet the shares of common stock requirement in an advisory/consulting agreement. The common stock value of $1,653,000 was calculated by taking the 2,900,000 shares of common stock times the closing price of the Company's common stock of $.57 per share on the transaction date. See also Note 13 - Related Party Transactions, Item (b).

(c)      During 2011, the Company issued to the principal stockholder of the Company an aggregate of 315 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, in exchange for cancellation of an aggregate of $315,000 of indebtedness in the form of accrued Series D Preferred Stock accrued dividends outstanding and due to the principal stockholder on such date. See also Note 13 - Related Party Transactions, Item (c).

(d)      During 2011, the Company exchanged an aggregate of 23,117,493 shares of its common stock, par value $.01 per share, at a value per share equal to the closing price of the common stock of $.33 per share on the transaction date, or $7,628,773, in exchange for 7,210 shares of Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, owned by the principal stockholder of the Company valued at $7,210,000 and Series D Preferred Stock accrued dividends outstanding and due to the principal stockholder on such date, totaling $7,628,773. See also Note 13 - Related Party Transactions, Item (f).

(e)      During 2011, the Company issued 695,704 shares of its common stock, par value $.01, to a director under an anti-dilution provision in an advisory/consulting agreement, which transaction was valued and recorded at $229,582. See also Note 13 - Related Party Transactions, Item (g).

(f)      During 2011, the Company issued an aggregate of 160,000 shares of its common stock for continuing Board of Directors services under the Director Plan, which transaction was valued and recorded at $104,000.  See also Note 13 - Related Party Transactions, Item (j).

(g)      During 2010, the Company accepted the voluntary redemption of an aggregate of 100 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, from a director, for an aggregate of $100,000 in cash. See also Note 13 - Related Party Transactions, Item (k).

(h)      During 2010, the Company issued an aggregate of 1,426 shares of Series D Preferred Stock, par value $1.00 per share, to a director in exchange for cancellation of $18,800 in loans payable - related party, $200 in accrued interest, and $1,406,670 in accrued preferred stock dividends, at $1,000 stated value per share. See also Note 13 - Related Party Transactions, Items (m) and (q).

(i)      During 2010, the Company issued an aggregate of 19,600,573 shares of restricted common stock, par value $.01 per share, to a director in exchange for $10,000,000 of Series D Preferred Stock and cancellation of $388,304 of accrued preferred stock dividends. See also Note 13 - Related Party Transactions, Item (s).

(j)      During 2010, the Company issued an aggregate of 160,000 shares of restricted common stock to non-employee directors pursuant to a Director Share Based Compensation Program. See also Note 13 - Related Party Transactions, Item (h).

F - 17

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 18.  Share–Based Payment Arrangements.

The Company reports share-based compensation arrangements under GAAP primarily using a lattice-based option valuation model to calculate compensation expense over the requisite service period of grants. At December 31, 2011, the Company had three share-based compensation plans, the Equity Incentive Plan (“Equity Plan”), Director Restricted Stock Plan ("Director Plan"), and Advisory and Consulting Plan (“Advisor Plan”) in effect, and Warrants issued during 2007 and 2008 outstanding. Compensation cost charged against income for all compensation and incentive plans for 2011 and 2010 was $1,293,214 and $100,831, respectively.

Equity Incentive Plan

The Company’s Equity Plan, which is shareholder-approved, permits the grant of stock awards to eligible participants for up to 10,000,000 shares of common stock. The purpose of the Equity Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward employees, directors and consultants performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Equity Plan provides financial performance measures upon which specific performance goals would be based and limits on the numbers of shares or compensation that could be made. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant.  Stock awards may provide for accelerated vesting if there is a change in control. The fair value of each stock option is estimated on the date of grant using a lattice-based valuation model or a straight-line closing price of common stock on the date of grant and spread over the requisite service period. The lattice-based valuation model assumptions noted in the following table are for stock options granted in 2010. The straight-line method was utilized in 2011. Because lattice-based valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s common stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the valuation model and represents the periods that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2010
Expected Volatility		155.09	%
Weighted-Average Volatility		155.09	%
Expected Dividends		—
Expected Term (in years)		4.77
Risk Free Rate		2.14	%

There were no options granted in 2011, however, there were extensions approved for an aggregate of 1,390,000 previously vested stock options, of which 1,310,000 options were for non-employee directors and 80,000 were for an officer and employee director. For non-employee directors, the Board approved an additional 5-year period on 1,310,000 vested 5-year stock options originally granted on January 16, 2007, at an exercise price of $.60 per share and expiring January 15, 2012.  The closing price of the Company’s common stock on the date of the aforementioned modification was $.42 per share. For the officer and employee director, the Board approved an additional 3-year period on 80,000 vested 6-year stock options originally granted on July 5, 2005, at an exercise price of $.67 per share and expiring July 12, 2011. The closing price of the Company’s common stock on the date of the aforementioned modification was .60 per share. There was no incremental fair value associated with the modifications. See also Note 13 - Related Party Transactions, Items (d) and (e).

As of December 31, 2011, total compensation cost related to non-vested stock options was $291,293, which is expected to be recognized over the 2.0 years after December 31, 2011 (24 months on a weighted-average basis).

Stock option activity under the Company’s Equity Plan as of the years ended December 31, is summarized below:

	2011					2010
	Number			Weighted-Average		Number			Weighted-Average
Options	of Options			Exercise Price		of options			Exercise Price
Outstanding-Beginning of Year		6,140,333		$	0.61		7,015,333		$	0.64
Granted		—			—		800,000			0.60
Exercised		—			—		—			—
Canceled, Expired or Forfeited		(192,000	)		0.73		(1,675,000	)		0.74
Outstanding-End of Year		5,948,333			0.61		6,140,333			0.61
Exercisable-End of Year		1,507,597		$	0.57		1,770,208		$	0.57

The weighted-average grant-date fair value of options granted during 2011 and 2010 was $-0- and $.60, respectively. The weighted-average modification-date fair value of vested options extended during 2011 was $.60. There were 4,051,667 options available for grant at December 31, 2011. Refer to Equity Plan and Warrants Summary below for range of exercise prices.

F - 18

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 18.  Share–Based Payment Arrangements - continued.

Warrants

The Company did not issue any warrants during 2011 and 2010. During 2007 and 2008, the Company issued an aggregate of 2,500,000 detachable warrants in connection with its mezzanine styled credit instruments, which have been modified and repriced from time to time based on anti-dilution down round price protections. Warrant activity as of the year ended December 31, is summarized below:

	2011				2010
	Number		Weighted-Average		Number		Weighted-Average
Options	of Warrants		Exercise Price		of Warrants		Exercise Price
Outstanding-Beginning of Year		2,500,000	$	0.65		2,500,000	$	0.67
Granted		—		—		—		—
Exercised		—		—		—		—
Canceled, Expired or Forfeited		—		—		—		—
Outstanding-End of Year		2,500,000	$	0.58		2,500,000	$	0.65
Exercisable-End of Year		2,500,000	$	0.58		2,500,000	$	0.65

See Note 8 – Financing Instruments, (b) Warrants, for more information.

Equity Plan and Warrants Summary

The following table summarizes stock options and warrants outstanding at:

	Outstanding						Exercisable				Outstanding						Exercisable
			Weighted										Weighted
			Average		Weighted				Weighted				Average		Weighted				Weighted
Range of	Number		Remaining		Average		Number		Average		Number		Remaining		Average		Number		Average
Exercise	Outstanding		Contractual		Exercise		Exercisable		Exercise		Outstanding		Contractual		Exercise		Exercisable		Exercise
Prices	at 12/31/11		Life (Years)		Price		at 12/31/11		Price		at 12/31/10		Life (Years)		Price		at 12/31/10		Price
$.36 - $.59		850,000		1.48	$	.36		550,000	$	.36		2,350,000		2.48	$	.51		2,050,000	$	.53
$.60 - $.64		2,310,000		4.04	$	.60		1,368,765	$	.60		2,327,000		1.37	$	.60		711,200	$	.41
$.65 - $.80		2,788,333		1.44	$	.69		717,483	$	.68		3,963,333		1.95	$	.70		1,509,008	$	.72

Director Plan

The Company’s Board of Directors adopted a Director Plan, which is not shareholder-approved, that permits the grant of up to 800,000 shares of restricted common stock to non-employee directors in 2010.  Effective July 1, 2010, the Board granted 800,000 shares of restricted common stock to four non-employee directors, of which 100,000 was granted to Mr. Gregg, Mr. Brown, and Mr. Larson, and 500,000 was granted to Mr. Nadel. All stock grants vest over a four-and-a-half year period, with one-fifth vesting at the end of each year beginning in 2010, for serving on the Board of Directors.  The Company does not consider the shares of restricted common stock granted under the Director Plan as outstanding at the time of grant due to vesting restrictions. The shares of restricted common stock when granted are held in reserve by the Company until such time that they are earned and vested, after which the Company issues the vested portion of the shares and delivers them to the respective directors. At December 31, 2011 and 2010, there were 480,000 and 640,000 shares of restricted common stock granted and unvested, respectively. The compensation cost charged against income for the Director Plan in 2011 and 2010 was $104,000 and $104,000, respectively. The fair value of each award was calculated by taking the closing price of the Company's common stock on the effective date of the grant which was $.65 per share, or an aggregate amount of $520,000. The Company is using the straight-line method over the requisite service period for attribution of compensation expense. The expected term of the awards is the last day on which the last increment of stock is scheduled to vest, or December 31, 2015. A summary of awards activity under the Director Plan at December 31, 2011, and changes during the year then ended, are as follows:

	2011						2010
	Number			Weighted-Average			Number			Weighted-Average
Nonvested Awards	of Shares			Grant-Date Fair Value			of Shares			Grant-Date Fair Value
Nonvested - Beginning of Year		640,000		$	416,000			—		$	—
Granted		—			—			800,000			520,000
Vested		(160,000	)		(104,000	)		(160,000	)		(104,000	)
Canceled, Expired or Forfeited		—			—			—			—
Nonvested - End of Year		480,000		$	308,000			640,000		$	416,000

As of December 31, 2011, there is $308,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Director Plan.  The cost is expected to be recognized over a weighted-average period of 3 years.

F - 19

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 18.  Share–Based Payment Arrangements - continued.

Advisor Plan

During 2011, the Company and a non-employee director entered into an advisory/consultant agreement for 3 years (Advisor Plan”). The Company granted 5,000,000 shares of restricted common stock, which vest monthly over 3 years. The grant-date fair value was calculated by taking the closing price of the Company's common stock of $.57 on the date of grant and multiplying it by the number of shares granted, which equaled $2,850,000.  The Advisor Plan includes anti-dilution aspects.  An anti-dilution transaction also occurred during 2011, which required the Company to grant and vest an additional 695,704 shares of restricted common stock.  The grant-date fair value was calculated by taking the closing price of the Company’s common stock of $.33 on the date of grant and multiplying it by the number of anti-dilution shares granted, which equaled $229,582. A summary of awards activity under the Advisor Plan at December 31, 2011, and changes during the year then ended, are as follows:

	2011
	Number			Weighted-Average
Nonvested Awards	of Shares			Grant-Date Fair Value
Nonvested - Beginning of Year		—		$	—
Granted		5,695,704			3,079,582
Vested		(2,123,620	)		(1,043,496	)
Canceled, Expired or Forfeited		—			—
Nonvested - End of Year		3,572,084		$	2,036,086

As of December 31, 2011, there is $2,036,086 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Advisor Plan.  The cost is expected to be recognized over a weighted-average period of 2 years. See also Note 13 – Related Party Transactions, Items (a) and (g).

Note 19.  Preferred Stock.

Series D Preferred Stock

The Board designated a new series of preferred stock, Series D Preferred Stock (“Series D Preferred”), effective September 28, 2006, $1.00 par value per share. The Board authorized 25,000 shares for issuance having a stated and liquidation value, per each share of Series D Preferred of $1,000, which includes the par of $1.00 per share. Holders of the outstanding Series D Preferred have no voting rights, except as required by law, including but not limited to the General Corporation Law of Delaware, and as expressly provided in the certificate of designation. The registered holders of the outstanding Series D Preferred are entitled to receive cumulative dividends at the rate of 10% per annum of the stated value per each share of Series D Preferred, payable quarterly in arrears on the last day of each fiscal quarter of each year; such dividends shall accrue from day-to-day, whether or not earned or declared and may be accumulated or paid in the discretion of the Board on each share of Series D Preferred from date of issuance; and may be paid in cash when and as declared by the Board out of funds legally available. At December 31, 2011 and 2010, an aggregate of -0- and 5,242 and shares of Series D Preferred were outstanding with an aggregate consideration of $-0- and $5,242,000, respectively. There were $-0- and $64,827  dividends accrued and $-0- and $875,000 paid in cash at December 31, 2011 and 2010, respectfully.

Note 20.   Business Segment Information.

The Company is a leading manufacturer and supplier operating two segments: Foam and Coatings. The Company’s segments are organized based on manufacturing competencies. The Foam segment primarily supplies both roofing and building envelope insulation applications. Roofing applications consist of foam and coatings systems in new and retrofit commercial and industrial applications. Insulation is used in commercial and industrial, as well as residential, applications. We manufacture our own roofing and wall insulation foams. Additionally, this segment also supplies polyurethane as an adhesive for board stock insulation to roofing substrates for commercial and industrial applications, sundry items, and application equipment.

The Coatings segment primarily supplies a variety of protective coatings for roofing systems for new and retrofit commercial and industrial applications, as well as residential, applications. Additionally, this segment also supplies caulking for general application in the construction industry, and sundry items. We manufacture our own roof coatings. After our acquisition of AirTight’s assets in July 2008, we began making and selling our own spray rigs, which are required for the application of our foam and large scale coating jobs. This is a basic assembly operation and we undertake this task to provide turn key service to our customers. Prior to the acquisition of AirTight’s assets, we were just a distributor of spray rigs. We allocate these amounts to either our foam or coatings segments, as applicable. The Company maintains centralized manufacturing operations in Houston, Texas for its Foam, Coatings, and Spray Rigs. Each of the businesses in which the Company is engaged is highly competitive. However, diversification of products within these segments and national, including limited international, markets served tends to minimize the impact on the Company’s total sales and earnings of changes in demand for a particular product. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

F - 20

LAPOLLA INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Continued)

Note 20.  Business Segment Information - continued.

The Company allocates resources to segments and evaluates the performance of segments based upon reported segment income before income taxes. A substantial amount of administrative expenses are allocated to the segments. The portion not allocated to the segments represents the unallocated cost of certain corporate expenses and are included in Unallocated Amounts. There are no intersegment sales or transfers.  The following are selected results of reportable segments:

Segments
2011	Foam		Coatings		Totals
Sales	$	71,592,721	$	14,626,991	$	86,219,712
Depreciation		221,656		45,288		266,944
Amortization of Other Intangible Assets		336,182		68,429		404,611
Interest Expense		208,900		42,121		251,021
Segment Profit		1,705,649		135,703		841,352
Segment Assets (1)		22,530,207		4,871,906		27,402,113
Expenditures for Segment Assets	$	230,749	$	47,128	$	277,877
2010	Foam		Coatings		Totals
Sales	$	61,597,220	$	8,899,409	$	70,496,629
Depreciation		244,892		35,446		280,338
Amortization of Other Intangible Assets		304,208		43,419		347,625
Interest Expense		663,996		94,050		758,046
Segment Profit (Loss)		4,995,806		678,482		5,674,289
Segment Assets (1)		22,586,509		3,318,402		25,904,911
Expenditures for Segment Assets	$	295,240	$	41,356	$	336,596

The following are reconciliations of reportable segment profit or loss, and assets, to the Company’s totals for the years indicated:

Segments Profit
	2011			2010
Total Profit for Reportable Segments	$	1,841,353		$	5,674,289
Unallocated Amounts:
Corporate Expenses		(5,347,643	)		(3,573,225	)
Income (Loss) Before Income Taxes	$	(3,506,290	)	$	2,101,064
Assets		2011			2010
Total Assets for Reportable Segments (1)	$	27,402,113		$	25,877,943
Other Unallocated Amounts (2)		715,137			630,047
Total	$	28,117,250		$	26,507,990

Notes:

(1)      Segment assets are the total assets used in the operation of each segment.

(2)      Includes corporate assets which are principally cash and prepaid expenses.

Note 21.   Subsequent Events.

(a)      On January 20, 2012, the Company received a $300,000 prepayment from a customer in which the Chairman of the Board has an ownership interest in for the purchase of foam products for delivery in the second quarter of 2012. Prior to any of the prepaid orders being delivered to the customer, this prepaid order was converted to a promissory note due and payable from the Company to the customer and subsequently assigned to the Chairman on April 16, 2012.  See also Item (f) below.

(b)      On February 28, 2012, the non-affiliated third party financing company owned and operated by a relative of the Company’s Chairman of the Board, advanced $500,000 to the Company to build spray rigs. Prior to any of the spray rigs being built, the advance was converted to a promissory note due and payable from the Company to the non-affiliated finance company and subsequently assigned to the Chairman on April 16, 2012.  See also Item (f) below.

(c)      On April 2, 2012, the Chairman of the Board advanced $500,000 to the Company for working capital purposes. Prior to paying back the advance, the advance was converted to a promissory note due and payable from the Company to the Chairman.  See also Item (f) below.

(d)      The Company entered into an Executive Employment Agreement with Harvey L. Schnitzer, as Chief Operating Officer (“COO Agreement”).  The COO Agreement became effective on April 5, 2012 and ends December 31, 2014 (“Term”). The annual base salary is $200,000.  The COO is eligible for a varying EBITDA based annual bonus if the Company’s Budgeted Earnings are achieved during any given year. He is also entitled to a change in control bonus equal to 50% of his annual base salary if the change in control occurs during his first 12 months of employment or 100% of his annual base salary if it occurs after the first 12 months during his Term or 6 months after the end of his Term.

(e)      On April 13, 2012, the Chairman of the Board advanced $265,000 to the Company for a specific liability and the Company repaid the Chairman back on said date.  See also Item (f) below.

(f)      On April 16, 2012, the Company consolidated the promissory notes described in Items (a), (b) and (c) above into one $1,300,000 promissory note, bearing interest at 5% per annum, due, including accrued interest, on October 31, 2013, as part of a negotiation with its banking institution to cure a default at December 31, 2011 in its Loan and Security Agreement dated August 31, 2010 (“Lender”), and entered into a subordination agreement with the Lender.  See also Note 8(a) for more information.

F - 21

EX-10.47

Exhibit 10.47

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of April 9, 2012 and effective as of April 5, 2012 (“Effective Date”), by and between LAPOLLA INDUSTRIES, INC., a Delaware Corporation (“Company”) and HARVEY L. SCHNITZER (“Executive”).

W I T N E S S E T H:

WHEREAS, Company desires to employ Executive in an executive capacity;

WHEREAS, Executive desires to accept such employment with Company; and

NOW THEREFORE, the parties hereto, in consideration of the premises and mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:

1.           EMPLOYMENT TERM. Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment for a period beginning on the Effective Date and ending on December 31, 2014, unless sooner terminated in accordance with Section 6 (“Employment Period”), provided, however, the Company is required to provide Executive six months advance notice of non-renewal of this Agreement on the ending date of December 31, 2014.

2.           POSITION; DUTIES. Executive shall hold the title and position of Chief Operating Officer of the Company and shall have the duties and responsibilities usually vested in such capacity, as determined from time to time by the Chief Executive Officer, Board of Directors and Bylaws.

3.           MANNER OF PERFORMANCE.  Executive shall serve the Company and devote all his business time, his best efforts and all his skill and ability in the performance of his duties hereunder.  Executive shall carry out his duties in a competent and professional manner, to the reasonable satisfaction of the Chief Executive Officer and Board of Directors of the Company, shall work with other Executives of the Company and generally promote the best interests of the Company and its stockholders. Executive shall not, in any capacity engage in any activity which is, or may be, contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Company.

4.           COMPENSATION AND RELATED MATTERS. Executive’s compensation for his services shall be as follows:

4.1           Base Compensation. Executive shall receive an annual base salary of $200,000, payable in accordance with the Company’s normal payroll practices ("Annual Base Salary").

4.2           Annual Bonus. Executive shall be entitled to an annual bonus (“Bonus”) equal to twenty-five percent (25%) of his Annual Base Salary if Company achieves its “Budgeted” earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the Company’s fiscal year. The Company’s Budgeted earnings for each fiscal year shall be established by the Company, and approved by the Board of Directors or its designee, in its discretion. The Bonus shall be increased to: (a) thirty percent (30%) of Executive’s Annual Base Salary if Company achieves 110% of its budgeted EBITDA; and (b) thirty-five percent (35%) of Executive’s Annual Base Salary if Company achieves 120% of its budgeted EBITDA.  If the Company achieves greater than 120% of its budgeted EBITDA, the Chief Executive Officer, in his discretion, may pay Executive a Bonus greater than thirty-five percent of his Annual Base Salary, subject to review and approval by the Compensation Committee, in its discretion.

4.3           Compensation and Benefit Programs. During the term of Executive’s employment hereunder: (a) Executive and his family shall be provided, at Company’s expense, medical, dental, and vision insurance; (b) Executive shall be provided, at Company’s expense, disability and life insurance plans, and any other insurance plans as offered and provided by the Company to its senior executives; and (c) Executive shall be entitled to participate, at his expense, in any and all savings, pension, profit-sharing, stock options, and deferred compensation plans that may exist from time to time during the term hereof, subject to the general eligibility and participation provisions set forth in such plans.

4.4           Paid Time Off, Vacation Time, and Other Benefits. Executive shall be included in the paid time off program provided by the Company to all full time employees (“PTO”), plus two (2) weeks of vacation, without loss of compensation each year during the Employment Period. Vacation will be taken at such times as Executive and the Chief Executive Officer shall mutually determine and provided that no vacation time shall interfere with the duties required to be rendered by Executive hereunder. Notwithstanding the foregoing, as an officer of Company, Executive is expected to utilize his vacation time judiciously and so as not to jeopardize the business of Company. Unused vacation may not be carried forth to the next calendar year without prior written consent by the Chief Executive Officer, except that no written consent is required for carrying over a maximum of seven (7) days to any subsequent year.

1

4.5           Change in Control Bonus. During the Employment Period, and provided Executive is still employed by the Company, upon consummation of a Change in Control, in addition to any other payments or benefits applicable thereto under this Agreement, Executive shall be entitled to a Change in Control bonus (“Change in Control Bonus”) equal to: (a) 50% of his Annual Base Salary if such Change in Control occurs within twelve (12) months from the Effective Date; or (b) 100% of his Annual Base Salary if such Change in Control occurs after twelve (12) months from the Effective Date. Notwithstanding the foregoing, if a Change in Control occurs within six (6) months after the termination of the Employment Period, other than for Cause by Company or voluntarily by Executive, Executive shall be entitled to the Change in Control Bonus in this provision.

4.6           Expense Reimbursement. Company shall provide the Executive reasonable reimbursement of out-of-pocket expenses incurred by him in connection with his duties hereunder.  The Company shall reimburse the Executive for all such expenses upon presentation by the Executive, from time-to-time, of appropriately itemized and approved (consistent with Company’s policy) accounts of such expenditures. Company shall also provide the Executive an automobile allowance of $700 per month.

4.7           Withholding Taxes. Company shall have the right to deduct or withhold from all payments due to Executive hereunder any and all sums required for any and all federal, social security, state and local taxes, assessments or charges now applicable or that may be enacted and become applicable in the future.

5.           NON-COMPETITION; NON-DISCLOSURE; AND RELATED MATTERS.

5.1           Non-Competition. During the Employment Period and for a period of twenty four (24) months after the termination of Executive’s employment with Company for any reason (collectively the “Restriction Period”), the Executive shall not, either directly or indirectly, for himself or any third party, anywhere within or outside the United States (a) engage in or have any interest in any activity that directly or indirectly competes with the business of the Company or of any of its affiliates (which for purposes hereof shall include all subsidiaries or parent companies of the Company, now or in the future during the Employment Period), as conducted at any time during the Employment Period, including without limitation, accepting employment from or providing consulting services to any such competitor, owning any interest in or being a partner, shareholder or owner of any such competitor, (b) solicit, induce, recruit, or cause another person in the employ of the Company or its affiliates or who is a consultant or independent contractor for the Company or its affiliates to terminate his employment, engagement or other relationship with the Company or its affiliates, or (c) solicit or accept business from any individual or entity which competes with or engages in a business which is competitive with or similar to the business of the Company or any of its affiliates, (d) call on, solicit or accept any business from any of the actual or targeted prospective customers of the Company or its affiliates (the identity of and information concerning which constitute trade secrets and Confidential Information of the Company) on behalf of any person or entity in connection with any business competitive with the business of the Company, nor shall the Executive make known the names and addresses of such customers or any information relating in any manner to the Company’s trade or business relationships with such customers, other than in connection with the performance of Executive’s duties under this Agreement.

5.2           Non-Disclosure. The Executive shall not at any time during the term hereof or thereafter divulge, communicate, or use in any way, any Confidential Information (as hereinafter defined) pertaining to the business of the Company and any of its subsidiaries or affiliates. Any Confidential Information or data now or hereafter acquired by the Executive with respect to the business of the Company (which shall include, but not be limited to information concerning the Company’s financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of the Company that is received by the Executive in confidence and as a fiduciary, and Executive shall remain a fiduciary to the Company with respect to all of such information. For purposes of this Agreement, the term “Confidential Information” includes, but is not limited to, information disclosed to the Executive or known by the Executive as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by the Executive) prior to or after the date hereof, and not generally known, about the Company or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from disclosing Confidential Information to the extent required by law provided that prior to disclosing any such information required by law, Executive shall give prior written notice thereof to Company and provide Company with the opportunity to contest the disclosure.  The Executive shall not disclose, without limitation as to time, Confidential Information to any person, firm, Company, association or other entity for any purpose or reason whatsoever, except (i) to authorized representatives of the Company, (ii) during the Employment Period, such information may be disclosed by the Executive as is specifically required by Company in the course of performing his duties for the Company, and (iii) to counsel and other advisers of Company subject to Company’s prior approval and provided that such advisers agree to the confidentiality provisions of this Section 5.2.

5.3           Ownership of Developments. All copyrights, patents, trade secrets, or other intellectual property rights of a similar nature associated with any ideas, concepts, techniques, inventions, processes or works of authorship developed or created by Executive during the course of performing work for the Company or its customers (collectively, the “Work Product”) shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code.  To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product.  Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. All of the foregoing shall also be deemed Confidential Information for the purposes of Section 5.2, above.

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5.4           Books and Records. All books, records, and accounts relating in any manner to the Company (i.e., financial information, customer, supplier, vendor identity, etc.), whether prepared by the Executive or otherwise coming into the Executive’s possession, shall be the exclusive property of the Company and shall be returned immediately to the Company on termination of the Executive’s employment hereunder or otherwise on the Company’s request at any time.

5.5           Definition of Company. Solely for purposes of this Agreement, the term “Company” also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

5.6           Acknowledgment by Executive. The Executive acknowledges and confirms that (i) the restrictive covenants contained in this Section 5 are reasonably necessary to protect the legitimate business interests of the Company, and (ii) the restrictions contained in this Section 5 (including without limitation the geographic area and length of the term of the provisions of this Section 5) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. The Executive acknowledges and confirms that his special knowledge of the business of the Company is or will be such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms of this Section 5. The Executive further acknowledges that the restrictions contained in this Section 5 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s successors and assigns and shall be enforced to the fullest extent of the law applicable at the time that Company deems it necessary or advisable to enforce the restrictive covenants and other provisions of this Section 5.

5.7           Injunctive Relief; Damages. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants in this Section 5, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, the Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by the Executive, by injunctions and restraining orders.  Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.

5.8           Severability; Reformation; Independent Covenants. The covenants in this Section 5 are severable and separate, and the unenforceability of any specific covenant shall not affect the provisions of any other covenant. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the court deems reasonable, and the Agreement shall thereby be reformed. Each covenant and agreement of Executive in this Section 5 shall be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action by the Executive against the Company (including the affiliates thereof), whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants or agreements.  It is specifically agreed that the periods of restriction during which the agreements and covenants of the Executive made in this Section 5 shall be effective, shall be computed by extending such periods by the amount of time during which the Executive is in violation of any provision of Section 5. The covenants contained in this Section 5 shall not be affected by any breach of any other provision hereof by any party hereto.

5.9           Survival. The obligations of the parties under Section 5 shall survive the termination of this Agreement.

6.           TERMINATION OF THE AGREEMENT.

6.1           Termination for Cause. The Company may terminate Executive’s employment under this Agreement for “Cause,” at any time, for any of the following reasons: (i) Executive’s commission of any act of fraud, embezzlement or dishonesty, (ii) Executive’s unauthorized use or disclosure of any confidential information or trade secrets of the Company, (iii) any intentional misconduct or violation of the Company’s Code of Business Ethics and Conduct by Executive which has a materially adverse effect upon the Company’s business or reputation, (iv) Executive’s continued failure to perform the major duties, functions and responsibilities of Executive’s position after written notice from the Company identifying the deficiencies in Executive’s performance and a reasonable cure period of not less than ten (10) days or (v) a material breach of Executive’s fiduciary duties as an officer of the Company.

6.2           Effect of Termination for Cause. In the event of termination of Executive for cause as set forth in Section 6.1, or a voluntary termination by Executive, Executive shall have no right to any bonuses, salaries, benefits or entitlements other than those accrued or required by law or specifically provided under the terms of the applicable agreement, instrument or plan document. Payment of any further bonuses or other salaries claimed by Executive will be in the sole and absolute discretion of the Chief Executive Officer of the Company and Executive will have no entitlement thereto.

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6.3           Disability and Death. If during the Employment Period Executive should die or suffer any physical or mental illness that renders him incapable of fulfilling his obligations under this Agreement, and such incapacity existed for a period of at least ninety (90) calendar days within a consecutive one hundred and eighty (180) day period, the Company may, upon five (5) calendar days written notice to Executive, terminate this Agreement. The determination of the Company that Executive is incapable of fulfilling his obligations under this Agreement shall be final and binding in the absence of fraud or manifest error.  In the event of termination under this Section 6.3, Executive, or his estate, shall be entitled to an amount equal to eight (8) months’ Annual Base Salary and any other accrued compensation, plus such additional benefits, if any, as may be approved by the Company’s Board of Directors.  Executive, or his estate, shall, upon termination under the terms of this Section 6.3, be further entitled to additional compensation, to be calculated on a pro rata basis according to the number of accrued vacation days, if any, not taken by Executive during the year defined for the purposes of vacation, in which Executive was terminated.

6.4           Voluntary Termination by Executive at the End of the Employment Term. Subject to Section 6.4 of this Section 6, in the event of voluntary termination by Executive at the end of the Employment Period, Executive shall be entitled only to those amounts that have accrued to the date of termination or are expressly payable under the terms of the Company’s applicable benefit plans or are required by applicable law.

6.5           Termination by Company during the Employment Term. In the event of termination by the Company other than at the end of the Employment Term and other than for Cause under Section 6.1, Executive shall be entitled to (i) an amount equal to eight (8) months Annual Base Salary paid in equal monthly installments.  Said amount shall be reduced by the amount of earned income to which Executive shall be entitled for services performed during the severance pay period for any person or entity other than the Company; (ii) for eight (8) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans; (iii) an amount equal to the amount of the Annual Bonus which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company eight (8) months after the Date of Termination; and (iv) to the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement, including accrued vacation to the extent unpaid (hereinafter referred to as the "Other Benefits"). Notwithstanding anything to the contrary in this Agreement, the aforementioned severance benefits do not take effect until after a sixty (60) day waiting period from the Effective Date (“Waiting Period”); provided, however, Executive shall be entitled to an amount equal to two (2) months Annual Base Salary paid in a lump sum if Company terminates Executive’s employment during the Waiting Period.

6.6           Termination Following Change in Control. If the Company or any successor terminates this Agreement at any time during the Employment Period following a Change in Control of the Company: (i) Executive shall be entitled to an amount equal to the Annual Base Salary which would otherwise be payable over the remaining term of this Agreement; and (ii) any outstanding Annual Bonus or other benefits under any Company plan or program, which have not been earned in accordance with their terms will become fully earned at the time of such termination.

6.7           Release of Claims. Upon good and valuable consideration, the receipt of which the Executive and the Company each hereby acknowledge, upon termination of the Executive’s employment for any reason set forth in Section 6, with the exception of the reasons for termination provided under Section 6.2 and Section 6.4, the Company and the Executive agree to execute a release of claims, substantially in the form attached hereto as Exhibit A, with respect to claims that arise on or prior to the date of the execution of the release.  The Executive’s execution of such release shall be a condition precedent to the payment of any of the compensation and benefits referred to in this Section 6.

7.           DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:

7.1           "Change in Control" means an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event, the entity to which the assets of the Company were transferred.  An "Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the Company. The sole exception to Change in Control and Ownership Change Event as described above shall be any Change in Control or Ownership Change Event that may result from the death or incapacity of Richard J. Kurtz wherein his interest is transferred to his heirs only.  In such event for the purposes hereof, no Change in Control or Ownership Change Event shall be deemed to have occurred.

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7.2           "Disability" means Executive’s absence from his duties with Company on a full-time basis for at least 90 days during any consecutive one hundred and eighty (180) day period as a result of incapacity due to mental or physical illness as determined by a physician selected by Company and acceptable to Executive. If Company determines in good faith that Executive’s Disability has occurred during the Employment Period, it may give Executive written notice in accordance with Section 6.3 of this Agreement of its intention to terminate Executive’s employment. In such event, Executive’s employment shall terminate effective on the thirtieth (30th) day after Executive’s receipt of such notice (the "Disability Effective Date"), unless, within the thirty (30) days after such receipt, Executive shall have been cleared by the physician to return to work and has returned to full-time performance of his duties.

8.           ASSIGNMENT. Executive shall not have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.

9.           GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles to the extent that such principles would require the application of laws other than the laws of the State of Delaware.  Venue for any action brought hereunder shall be exclusively in Harris County, Texas and the parties hereto waive any claim that such forum is inconvenient.

10.           PREVAILING PARTY. In the event that Executive or Company elects to incur legal expenses to enforce or interpret any provision of this Agreement, the prevailing party, as determined by a mediator, arbitrator or court of competent jurisdiction, as applicable, shall be entitled to receive such reasonable legal expenses including, without limitation, attorney’s fees, costs and necessary disbursements, in addition to any other relief to which such party shall be entitled.

11.           INDEMNIFICATION. The Company shall indemnify the Executive (“Indemnitee”) against all lawsuits, losses, claims, expenses or other liabilities of any nature by reason of the fact that he (a) is or was an officer, director, employee or agent of the Company or any of its subsidiaries or affiliates, or (b) while he is or was a director, officer, employee or agent of the Company or any of its subsidiaries or affiliates, or (c) is or was servicing at the request of the Company as a director, officer, partner, venture, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, tryst, employee benefit plan or other entity; provided, however, if requested by Indemnitee, the Company shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought against Indemnitee for (i) indemnification or advance payment of expenses by the Company under this Agreement or any other agreement or Charter or By-law provision now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

12.           NON-BINDING MEDIATION. In the event of a dispute under this Agreement, each party agrees to submit to non-binding mediation prior to the commencement of any legal or administrative proceeding against each other for any alleged violation of the Agreement.  If the parties are unable to agree upon an individual to serve as mediator, they shall each select an attorney or other individual recognized as an approved mediator, and those two individuals selected shall jointly agree upon the selection of a third individual who shall alone serve as mediator. If such parties are also unable to agree upon an individual to serve as mediator, the requirement of each party to submit to non-binding mediation under this Agreement shall be waived and the provisions contained under Section 13 shall apply.

13.           ARBITRATION. In the event that the parties are unable to resolve any dispute hereunder in accordance with the non-binding mediation terms of Section 12, each party agrees to submit itself to binding statutory arbitration. Such dispute shall be submitted to arbitration in the city of Houston, County of Harris, State of Texas, before a panel of three neutral arbitrators in accordance with the Commercial Rules of the American Arbitration Association then in effect, and the arbitration determination resulting from any such submission shall be final and binding upon the parties hereto. Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

14.           ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Executive and the Company with respect to such subject matter.  This Agreement may not be modified in any way unless by written instrument signed by both the Company and the Executive. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

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15.           NOTICES. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if to Company, addressed to the Chief Executive Officer, c/o Lapolla Industries, Inc., 15402 Vantage Parkway East, Suite 322, Houston, Texas 77032, and (ii) if to Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party hereto may from time to time give notice of to the other.

16.           BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where applicable, assigns, including, without limitation, any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.

17.           SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof.  If any invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

LAPOLLA INDUSTRIES, INC.		EXECUTIVE
By:	/s/  Michael T. Adams, EVP	By:	/s/ Harvey L. Schnitzer
Name:	Michael T. Adams	Name:	Harvey L. Schnitzer
Title:	Executive Vice President

Witness: Steve Williams Witness: Steve Williams

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EXHIBIT A

FORM OF MUTUAL RELEASE

           (a)           _________________________(the “Releasor”), for and in consideration of benefits provided pursuant to the Executive Employment Agreement (the “Agreement”), dated as of __________, 20____, by and between the Releasor and Lapolla Industries, Inc. (the “Company”), does for himself and his heirs, executors, administrators, successors and assigns, hereby now and forever, voluntarily, knowingly and willingly release and discharge the Company and its parents, subsidiaries and affiliates (collectively, the “Company Group”), together with their respective present and former partners, officers, directors, employees and agents, and each of their predecessors, heirs, executors, administrators, successors and assigns (but as to any partner, officer, director, employee or agent, only in connection with, or in relationship to, his or its capacity as a partner, officer, director, employee or agent of the Company and its subsidiaries or affiliates and not in connection with, or in relationship to, his or its personal capacity unrelated to the Company or its subsidiaries or affiliates) (collectively, the “Company Releasees”) from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against the Company Releasees, jointly or severally, Releasor or Releasor’s heirs, executors, administrators, successors or assigns ever had or now have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Releasor executes this release arising out of or relating in any way to Releasor’s employment relationship with the Company, including but not limited to, any rights or claims arising under any statute or regulation, including the Age Discrimination in Employment Act of 1967,Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, or the Family and Medical Leave Act of 1993, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Company Releasee and Releasor.  Releasor shall not seek or be entitled to any recovery, in any action or proceeding that may be commenced on Releasor’s behalf in any way arising out of or relating to the matters released under this Release. Notwithstanding the foregoing, nothing herein shall release any Company Releasee from any claim or damages based on (i) the Releasor’s rights under the Agreement, (ii) any right or claim that arises after the date the Releasor executes this release, (iii) the Releasor’s eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company (or any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability the Releasor incurs or incurred as an officer or employee of the Company or any affiliate or subsidiary (including as a trustee or officer of any employee benefit plan) or (iv) any right the Releasor may have to obtain contribution as permitted by law in the event of entry of judgment against the Releasor as a result of any act or failure to act for which the Releasor and the Company or any affiliate or subsidiary are held jointly liable.

           (b)           The Releasor has been advised to consult with an attorney of the Releasor’s choice prior to signing this release, has done so and enters into this release freely and voluntarily.

           (c)           The Releasor has had in excess of twenty-one (21) calendar days to consider the terms of this release.  Once the Releasor has signed this release, the Releasor has seven (7) additional days to revoke the Releasor’s consent and may do so by writing to the Company.  The eighth day after the Releasor shall have executed this release shall be referred to herein as the Revocation Date.

           (d)           The Company, for and in consideration of the Releasor’s covenants under the Agreement, on behalf of itself and the other members of the Company Group and any other Company Releasee, their respective successors and assigns, and any and all other persons claiming through any member of the Company Group or such other Company Releasee, and each of them, does hereby now and forever, voluntarily, knowingly and willingly release and discharge, the Releasor and dependents, administrators, agents, executors, successors, assigns, and heirs, from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against the Releasor, jointly or severally, the Company and each other member of the Company Group or any other Company Releasee, their respective successors and assigns, and any and all other persons claiming through any member of the Company Group or such other Company Releasee ever had, now have or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time the Company executes this release arising out of or relating to the Releasor’s employment relationship with the Company, including, but not limited to, any claim, demand, obligation, liability or cause of action arising under any federal, state or local employment law or ordinance, tort, contract or breach of public policy theory or alleged violation of any other legal obligation.  Notwithstanding the foregoing, nothing herein shall release the Releasor and his dependents, administrators, agents, executors, successors, assigns, and heirs, (i) in respect of the Company’s rights under the Agreement, including, without limitation, with respect to the Company’s rights under Section 5.3 of the Agreement to enforce the Releasor’s obligations under Section 5 of the Agreement, or (ii) from any claims or damages based on any right or claim that arises after the date the Company executes this release. This release shall not apply to any claim relating to fraud, willful misconduct or breach of fiduciary duty by the Releasor arising from any fact first learned by the Company, excluding the Releasor’s knowledge, subsequent to the Company’s execution of this release.

           (e)           The Company’s release shall become effective on the Revocation Date, assuming that the Releasor shall have executed this release and returned it to the Company and has not revoked the Releasor’s consent to this release prior to the Revocation Date.

           (f)           In the event that any one or more of the provisions of this release shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this release shall not in any way be affected or impaired thereby.

The law of the State of Delaware shall govern this release without reference to its choice of law rules.

LAPOLLA INDUSTRIES, INC.	RELEASOR
By:	By:
Name:	Name:
Title:

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EX-10.48

Exhibit 10.48

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated as of April 16, 2012 (the “Amendment Date”), is between LAPOLLA INDUSTRIES, INC. (“Borrower”) and BANK OF AMERICA, N.A., a national banking association (“Lender”).

RECITALS

Borrower and Lender have entered into that certain Loan and Security Agreement dated as of August 31, 2010, as amended by the First Amendment to Loan and Security Agreement dated as of November 10, 2010, the Second Amendment to Loan and Security Agreement dated as of March 14, 2011, the Third Amendment to Loan and Security Agreement dated as of May 11, 2011, the Fourth Amendment to Loan and Security Agreement dated as of August 17, 2011 and the Fifth Amendment to Loan and Security Agreement dated as of November 21, 2011 (collectively, and as may hereafter be amended or otherwise modified, the “Loan Agreement”).

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof unless otherwise indicated:

ARTICLE 1

Definitions

Section 1.1                      Definitions.  Terms defined by the Loan Agreement, where used herein and not otherwise defined, shall have the same meanings herein as are prescribed by the Loan Agreement, as amended hereby.

ARTICLE 2

Amendments

Section 2.1                      Amendment to Section 1.1.  Effective as of the Amendment Date, the definition of “Basic Reserve” in Section 1.1 of the Loan Agreement is hereby amended and restated to read as follows:

 “Basic Reserve” means an amount, determined as of any day, equal to (a) on any day prior to June 30, 2012, $650,000, and (b) on any day on or after June 30, 2012, $1,000,000.

Section 2.2                      Amendment to Section 10.3.1  Effective as of the Amendment Date, Section 10.3.1 of the Loan Agreement is amended as follows:

10.3.1           Minimum EBITDA (March 2012).  Achieve EBITDA, for the period March 1, 2012 through March 31, 2012, of at least deficit $200,000 (<$200,000>).

Section 2.3                      Amendment to Section 10.3.2  Effective as of December 31, 2011, Section 10.3.2 of the Loan Agreement is amended as follows:

10.3.2           Fixed Charge Coverage Ratio.  Maintain a Fixed Charge Coverage Ratio, tested monthly as of the last day of each calendar month beginning on April 30, 2012 and continuing thereafter (a) with respect to any such test date on or before December 31, 2012, for the period January 1, 2012 through such test date, and (b) thereafter, for the most recently completed twelve calendar months, of at least the ratio applicable for such test date as shown below:

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 1

Test Date	Minimum Fixed Charge Coverage Ratio
April 30, 2012	0.10
May 31, 2012	0.40
June 30, 2012	0.75
July 31, 2012 and thereafter	1.10

ARTICLE 3

Conditions Precedent

Section 3.1                      Condition Precedent.  The effectiveness of Section 2.2 of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)           Borrower shall have delivered to Lender an executed original copy of this Amendment, in form and substance satisfactory to Lender;

(b)           after giving effect to this Amendment, no Default or Event of Default shall be in existence;

(c)           Borrower shall have caused certain Debt, presently owing by Borrower to each of Richard J. Kurtz (in the amount of $500,000), Society Hill Apartment Association, LP (in the amount of $300,000), and Foam Equipment Products, LLC (in the amount of $500,000) to be subordinated in right of payment and claim in favor of the Obligations, pursuant to written agreements on terms satisfactory to Lender in its sole discretion; and

(d)           all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to Lender.

ARTICLE 4

Ratifications, Representations and Warranties

Section 4.1                      Ratifications.  The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect.  Borrower and Lender agree that the Loan Agreement as amended hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.

Section 4.2                      Representations and Warranties.  Borrower hereby represents and warrants to Lender as follows:  (a) no Default or Event of Default exists; and (b) the representations and warranties set forth in the Loan Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date.

Section 4.3                      WAIVER AND RELEASE.  TO INDUCE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH OBLIGOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 2

(a)           HEREBY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND

(b)           HEREBY RELEASES AND DISCHARGES LENDER, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

ARTICLE 5

Other Agreements

Section 5.1                      Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

Section 5.2                      Reference to Loan Agreement.  Each of the Loan Documents, including the Loan Agreement is hereby amended so that any reference in such Loan Document to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.  This Amendment shall constitute a Loan Document.

Section 5.3                      Expenses of Lender.  As provided in the Loan Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto, including without limitation, the costs and fees of Lender's legal counsel.

Section 5.4                      Severability.  Each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law.  If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect.

Section 5.5                      GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

Section 5.6                      Successors and Assigns.  This Amendment is binding upon and shall inure to the benefit of Lender and Borrower and their respective successors and assigns, except Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Lender.  Any assignment in violation of this Section 5.6 shall be void.

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 3

Section 5.7                      Counterparts; Facsimile or Electronic Signatures.  This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment shall become effective when Lender has received counterparts bearing the signatures of all parties hereto.  Delivery of a signature page of this Amendment by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.

Section 5.8                      Headings.  The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

Section 5.9                      Entire Agreement.  Time is of the essence of this Amendment.  This Amendment, the Loan Agreement, the other Loan Documents embody the final, entire agreement among the parties relating to the subject matter hereof and supersede any and all previous commitments, agreements, representations and understandings, whether oral or written, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Executed effective as of the Amendment Date.

SIGNATURES FOLLOW

REMAINDER OF PAGE BLANK

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 4

BORROWER:
LAPOLLA INDUSTRIES, INC.
By:	/s/  Michael T. Adams, EVP
	Michael T. Adams, Executive Vice President

LENDER:
BANK OF AMERICA, N.A.
By:	/s/  H. Michael Wills, SVP
	H. Michael Wills, Senior Vice President

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 5

GUARANTOR CONSENT

The undersigned Guarantor consents and agrees to the foregoing Sixth Amendment to Loan and Security Agreement and agrees that the Loan Documents to which he is a party (including without limitation the certain Guaranty Agreement dated August 31, 2010, executed by Guarantor), as amended thereby, shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of Guarantor enforceable against him in accordance with their respective terms.

GUARANTOR:
By:	/s/  Richard J. Kurtz, Guarantor
	Richard J. Kurtz
	Dated effective as of the Amendment Date

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - Page 6

EX-10.49

Exhibit 10.49

THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”), made as of March 23, 2012 and effective as of December 31, 2011, by and between LAPOLLA INDUSTRIES, INC., a Delaware corporation (the “Company”) and MICHAEL T. ADAMS (the “Executive”).

WHEREAS, the parties have previously entered into an Executive Employment Agreement effective May 18, 2009, as amended from time to time (collectively the “Existing Agreement”); and

WHEREAS, the parties desire to amend the Existing Agreement and enter into this Amendment to: (a) extend the Employment Term for an additional three (3) years; (b) add fixed bonus of $5,000 at the end of each calendar year, which is in addition to any other bonus consideration provided to Executive; (c) adjust annual base salary on January 1, 2013, based on Executive’s performance and the profitability of the Company for the 2012 calendar year; and (d) increase severance to twelve (12) months in case of involuntary termination of employment by the Company or termination due to death or disability based on Executive’s long term employment with the Company.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

1.      EFFECTIVE DATE. Except as otherwise expressly provided to the contrary, this Amendment shall be effective as of December 31, 2011.

2.      SECTION 2 OF THE EXISTING AGREEMENT, “EMPLOYMENT TERM”, IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

“2.           EMPLOYMENT TERM.  Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment for a period beginning on the Effective Date and ending December 31, 2014, unless sooner terminated in accordance with Section 6 hereof (“Employment Term”).”

2.      SECTION 4.1 OF SECTION 4 OF THE EXISTING AGREEMENT, “COMPENSATION AND RELATED MATTERS”, IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

"4.1    Base Compensation. Executive shall receive an annual base salary ("Annual Base Salary") of $200,000, which is subject to adjustment on January 31, 2013, based on Executive’s performance and the profitability of the Company for the 2012 calendar year; provided, however, Executive’s Annual Base Salary shall not be decreased during the Employment Term."

3.      SECTION 4.2 OF SECTION 4 OF THE EXISTING AGREEMENT, “COMPENSATION AND RELATED MATTERS”, IS AMENDED TO ADD THE FOLLOWING LANGUAGE AFTER THE END OF THE LAST SENTENCE:

“In addition to the foregoing, Executive shall be entitled to a fixed bonus of $5,000 at the end of each calendar year during the Employment Term.”

4.      SECTION 6.3 OF SECTION 6 OF THE EXISTING AGREEMENT, “TERMINATION OF THE AGREEMENT”, IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

“6.3      Disability and Death.  If during the Employment Term Executive should die or suffer any physical or mental illness that renders him incapable of fulfilling his obligations under this Agreement, and such incapacity existed for a period of at least ninety (90) calendar days within a consecutive one hundred and eighty (180) day period, the Company may, upon five (5) calendar days written notice to Executive, terminate this Agreement. The determination of the Company that Executive is incapable of fulfilling his obligations under this Agreement shall be final and binding in the absence of fraud or manifest error.  In the event of termination under this Section 6.3, Executive, or his estate, shall be entitled to an amount equal to twelve (12) months’ Annual Base Salary and any other accrued compensation, plus such additional benefits, if any, as may be approved by the Company’s Board of Directors.  Executive, or his estate, shall, upon termination under the terms of this Section 6.3, be further entitled to additional compensation, to be calculated on a pro rata basis according to the number of accrued vacation days, if any, not taken by Executive during the year defined for the purposes of vacation, in which Executive was terminated.”

5.      SECTION 6.5 OF SECTION 6 OF THE EXISTING AGREEMENT, “TERMINATION OF THE AGREEMENT”, IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

“6.5     Termination by Company during the Employment Term.  In the event of termination by the Company other than at the end of the Employment Term, other than for Cause under Section 6.1, Executive shall be entitled to: (i) an amount equal to twelve (12) months Annual Base Salary paid in equal monthly installments.  Said amount shall be reduced by the amount of earned income to which Executive shall be entitled for services performed during the severance pay period for any person or entity other than the Company; (ii) the product of (I) any Awards described in Section 4.3 which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company through the end of the period covered by the Award (“Award Period”), or twelve (12) months after the Date of Termination, whichever period is greater, multiplied by (II) a fraction, the numerator of which is the number of days during the Award Period up to the Date of Termination occurs through the Date of Termination and the denominator of which is the total number of days in the Award Period, but only to the extent not previously vested, exercised and/or paid; provided that any payments pursuant to this Section 6.5(ii) shall be made within thirty (30) days following the end of the Award Period; (iii) for twelve (12) months following the Date of Termination, Company shall continue to provide medical and dental benefits only to Executive on the same basis as such benefits are provided during such period to the senior executive officers of Company; provided, however, that if Company’s welfare plans do not permit such coverage, Company will provide Executive the medical benefits (with the same after tax effect) outside of such plans, (iv) an amount equal to the Transaction Bonus (as defined in Section 4.4 above) which Executive can show that he reasonably would have received had Executive remained in such Executive capacity with the Company twelve (12) months after the Date of Termination, and (v) to the extent not theretofore paid or provided, Company shall timely pay or provide to Executive any other amounts or benefits which Executive is entitled to receive through the Date of Termination under any plan, program, policy or practice or contract or agreement, including accrued vacation to the extent unpaid (hereinafter referred to as the "Other Benefits").”

6.      ENTIRE AGREEMENT.  This Amendment, together with the Existing Agreement constitute the entire agreement between the parties hereto with respect to the terms of the Executive’s employment with the Company and together supersede all other prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to such subject matter, and the terms and conditions of the Executive’s employment with the Company shall be governed solely pursuant to the terms of this Amendment and the Existing Agreement.  In the event of any conflict between the terms of this Amendment and the Existing Agreement, the terms of this Amendment shall govern.  Except as superseded by the terms of this Amendment, the terms of the Existing Agreement shall remain in full force and effect as existing prior to the signing of this Amendment.

7.      COUNTERPARTS.  This Amendment may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

8.      CONSULTATION AND REVIEW BY INDEPENDENT COUNSEL.Executive represents to Company that he has consulted with and been advised by independent counsel of his own choosing in connection with the negotiation of the form and substance of this Amendment prior to its execution.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative and the Executive has executed this Amendment as of the day and year below.

LAPOLLA INDUSTRIES, INC.			EXECUTIVE
By:	/s/  Douglas J. Kramer	3-23-12	By:	/s/  Michael T. Adams	3-23-12
Name:	Douglas J. Kramer	Date	Name:	Michael T. Adams	Date
Title:	CEO and President

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-143922) of our report dated March 31, 2010 with respect to the financial statements of Lapolla Industries, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2011.

/s/  HEIN & ASSOCIATES LLP

Houston, Texas

April 16, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Douglas J. Kramer, Certify That:

1.           I have reviewed this annual report on Form 10-K of Lapolla Industries, Inc.;

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.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(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 control 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 principles;

(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; and

5.           The registrant’s other certifying officers and 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 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.

Dated:    April 16, 2012	LAPOLLA INDUSTRIES, INC.
	By:	/s/ Douglas J. Kramer, CEO
		Douglas J. Kramer
		Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Charles A. Zajaczkowski, Certify That:

1.           I have reviewed this annual report on Form 10-K of Lapolla Industries, Inc.;

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.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(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 control 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 principles;

(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; and

5.           The registrant’s other certifying officers and 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 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.

Dated:    April 16, 2012	LAPOLLA INDUSTRIES, INC.
	By:	/s/ Charles A. Zajaczkowski, CFO
		Charles A. Zajaczkowski
		Principal Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, for the purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, in his capacity as an officer of Lapolla Industries, Inc., a Delaware corporation, (the “Company”) that, to his knowledge, the accompanying Annual Report on Form 10-K of the Company for the period ended December 31, 2011 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:    April 16, 2012	LAPOLLA INDUSTRIES, INC.
	By:	/s/ Douglas J. Kramer, CEO
		Douglas J. Kramer
		Principal Executive Officer
	By:	/s/ Charles A. Zajaczkowski, CFO
		Charles A. Zajaczkowski
		Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events [Abstract]

Subsequent Events

Note 21.   Subsequent Events.

(a)      On January 20, 2012, the Company received a $300,000 prepayment from a customer in which the Chairman of the Board has an ownership interest in for the purchase of foam products for delivery in the second quarter of 2012. Prior to any of the prepaid orders being delivered to the customer, this prepaid order was converted to a promissory note due and payable from the Company to the customer and subsequently assigned to the Chairman on April 16, 2012.  See also Item (f) below.

(b)      On February 28, 2012, the non-affiliated third party financing company owned and operated by a relative of the Company's Chairman of the Board, advanced $500,000 to the Company to build spray rigs. Prior to any of the spray rigs being built, the advance was converted to a promissory note due and payable from the Company to the non-affiliated finance company and subsequently assigned to the Chairman on April 16, 2012.  See also Item (f) below.

(c)      On April 2, 2012, the Chairman of the Board advanced $500,000 to the Company for working capital purposes. Prior to paying back the advance, the advance was converted to a promissory note due and payable from the Company to the Chairman.  See also Item (f) below.

(d)      The Company entered into an Executive Employment Agreement with Harvey L. Schnitzer, as Chief Operating Officer (“COO Agreement”).  The COO Agreement became effective on April 5, 2012 and ends December 31, 2014 (“Term”). The annual base salary is $200,000.  The COO is eligible for a varying EBITDA based annual bonus if the Company's Budgeted Earnings are achieved during any given year. He is also entitled to a change in control bonus equal to 50% of his annual base salary if the change in control occurs during his first 12 months of employment or 100% of his annual base salary if it occurs after the first 12 months during his Term or 6 months after the end of his Term.

(e)      On April 13, 2012, the Chairman of the Board advanced $265,000 to the Company for a specific liability and the Company repaid the Chairman back on said date.  See also Item (f) below.

(f)      On April 16, 2012, the Company consolidated the promissory notes described in Items (a), (b) and (c) above into one $1,300,000 promissory note, bearing interest at 5% per annum, due, including accrued interest, on October 31, 2013, as part of a negotiation with its banking institution to cure a default at December 31, 2011 in its Loan and Security Agreement dated August 31, 2010 (“Lender”), and entered into a subordination agreement with the Lender.  See also Note 8(a) for more information.

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Inventories

12 Months Ended

Dec. 31, 2011

Inventories [Abstract]

Inventories

Note 3.    Inventories.

The following is a summary of inventories for the years ending December 31:

	2011		2010
Raw Materials	$	2,063,624	$	1,663,674
Finished Goods		4,158,495		3,689,341
Total	$	6,222,119	$	5,353,015

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Trade Receivables

12 Months Ended

Dec. 31, 2011

Trade Receivables [Abstract]

Trade Receivables

Note 2.    Trade Receivables.

Trade receivables are comprised of the following for the years ending December 31:

	2011			2010
Trade Receivables	$	12,361,372		$	11,952,655
Less: Allowance for Doubtful Accounts		(820,191	)		(938,831	)
Trade Receivables, Net	$	11,541,181		$	11,013,824

XML

BALANCE SHEETS (USD $)	Dec. 31, 2011	Dec. 31, 2010
Current Assets:
Cash	$ 0	$ 298
Trade Receivables, Net	11,541,181	11,013,824
Inventories	6,222,119	5,353,015
Prepaid Expenses and Other Current Assets	1,430,273	1,259,498
Total Current Assets	19,193,573	17,626,635
Property, Plant and Equipment	2,445,608	2,547,148
Other Assets:
Goodwill	4,234,828	4,234,828
Other Intangible Assets, Net	1,854,901	1,733,449
Deposits and Other Non-Current Assets, Net	388,340	365,930
Total Other Assets	6,478,069	6,334,207
Total Assets	28,117,250	26,507,990
Current Liabilities:
Accounts Payable	12,356,101	8,398,341
Accrued Expenses and Other Current Liabilities	1,395,103	1,626,541
Current Portion of Term Loan	937,500	1,250,000
Current Portion of Derivate Liability	154,518	292,240
Current Portion of Long-Term Debt	44,560	45,464
Total Current Liabilities	14,887,782	11,612,586
Other Liabilities:
Non-Current Portion of Revolver Loan	9,133,155	7,578,262
Non-Current Portion of Term Loan	0	937,500
Non Current Portion of Long-Term Debt	26,487	70,062
Total Other Liabilities	9,159,642	8,585,824
Total Liabilities	24,047,424	20,198,410
Commitments and Contingencies (Note 15)
Preferred Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which Designation:
Common Stock, $.01 Par Value; 140,000,000 Shares Authorized; 106,206,488 and 83,705,376 Issued and and Outstanding for 2011 and 2010, respectively.	1,062,065	837,054
Additional Paid-In Capital	83,219,373	82,081,100
Accumulated (Deficit)	(80,093,937)	(76,587,648)
Accumulated Other Comprehensive (Loss)	(117,675)	(26,168)
Total Stockholders' Equity	4,069,826	6,309,580
Total Liabilities and Stockholders' Equity	28,117,250	26,507,990
Series D Preferred Stock [Member]
Preferred Stock, $1.00 Par Value; 2,000,000 Shares Authorized, of which Designation:
Series D, 25,000 Shares Authorized; -0- and 5,242 Issued and Outstanding for 2011 and 2010, respectively; $-0- and $5,242,000 aggregate liquidation preference for 2011 and 2010, respectively.	0	5,242
Total Stockholders' Equity	$ 0	$ 5,242

XML

STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Net Income (Loss):
Continuing Operations	$ (3,506,290)	$ (2,101,064)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities:
Depreciation	556,409	481,894
Amortization of Other Intangible Assets	449,568	386,252
Provision for Losses on Accounts Receivable	762,500	423,956
Amortization of Discount on Convertible Term and Revolving Credit Notes	0	702,233
Share Based Compensation Expense	1,293,214	100,831
Gain on Derivative Liability	(137,722)	(279,624)
Gain on Disposal of Asset	(12,864)	0
Changes in Assets and Liabilities:
Trade Receivables	(1,289,857)	(3,175,303)
Inventories	(869,104)	(878,852)
Prepaid Expenses and Other Current Assets	(170,775)	(368,358)
Deposits and Other Non Current Assets	(593,430)	(386,232)
Accounts Payable	3,957,760	2,771,464
Accrued Expenses and Other Current Liabilities	166,611	870,530
Net Cash Provided by Operating Activities	272,800	2,749,855
Cash Flows From Investing Activities
Additions to Property, Plant and Equipment	(458,066)	(606,544)
Proceeds from Disposal of Property, Plant and Equipment	16,061	0
Payment for AirTight Asset Purchase	0	(180,172)
Net Cash (Used in) Investing Activities	(442,005)	(786,716)
Cash Flows From Financing Activities
Proceeds from Revolving Credit Note	0	800,000
Principal Repayments to Revolving Credit Note	0	(9,330,191)
Proceeds from Revolver Loan	88,564,955	8,631,031
Principal Repayments to Revolver Loan	(87,010,062)	(1,052,769)
Principal Repayments to Convertible Term Note	0	(2,500,000)
Proceeds from Term Loan	0	2,500,000
Principal Repayments to Term Loan	(1,250,000)	(312,501)
Principal Repayments on Long Term Debt	(44,477)	(101,657)
Payment of Preferred Stock Dividends	0	(875,000)
Payments for Voluntary Redemption of Preferred Stock	0	(100,000)
Net Cash (Used in) Provided by Financing Activities	260,415	(2,341,087)
Net Effect of Exchange Rate Changes on Cash	(91,507)	(22,575)
Net Increase (Decrease) In Cash	(298)	(400,523)
Cash at Beginning of Year	298	400,821
Cash at End of Year	0	298
Supplemental Disclosure of Cash Flow Information:
Cash Payments for Income Taxes	0	0
Cash Payments for Interest	565,586	759,304
Supplemental Schedule of Non Cash Investing and Financing Activities:
Accrued Preferred Stock Dividends	0	1,328,131
Conversion of Loan Payable - Related Party to Preferred Stock	0	200
Exchange of Common Stock for Preferred Stock [Member]
Supplemental Schedule of Non Cash Investing and Financing Activities:
Exchange of Stock	1,653,000	0
Exchange of Accrued Preferred Stock Dividends for Preferred Stock [Member]
Supplemental Schedule of Non Cash Investing and Financing Activities:
Exchange of Stock	315,000	1,406,670
Exchange of Preferred Stock for Common Stock [Member]
Supplemental Schedule of Non Cash Investing and Financing Activities:
Exchange of Stock	7,210,000	0
Exchange of Accrued Preferred Stock Dividends for Common Stock [Member]
Supplemental Schedule of Non Cash Investing and Financing Activities:
Exchange of Stock	$ 418,773	$ 388,304

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Share-Based Payment Arrangements

12 Months Ended

Dec. 31, 2011

Share-Based Payment Arrangements [Abstract]

Share-Based Payment Arrangements

Note 18.  Share–Based Payment Arrangements.

The Company reports share-based compensation arrangements under GAAP primarily using a lattice-based option valuation model to calculate compensation expense over the requisite service period of grants. At December 31, 2011, the Company had three share-based compensation plans, the Equity Incentive Plan (“Equity Plan”), Director Restricted Stock Plan ("Director Plan"), and Advisory and Consulting Plan (“Advisor Plan”) in effect, and Warrants issued during 2007 and 2008 outstanding. Compensation cost charged against income for all compensation and incentive plans for 2011 and 2010 was $1,293,214 and $100,831, respectively.

Equity Incentive Plan

The Company's Equity Plan, which is shareholder-approved, permits the grant of stock awards to eligible participants for up to 10,000,000 shares of common stock. The purpose of the Equity Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward employees, directors and consultants performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Equity Plan provides financial performance measures upon which specific performance goals would be based and limits on the numbers of shares or compensation that could be made. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of grant.  Stock awards may provide for accelerated vesting if there is a change in control. The fair value of each stock option is estimated on the date of grant using a lattice-based valuation model or a straight-line closing price of common stock on the date of grant and spread over the requisite service period. The lattice-based valuation model assumptions noted in the following table are for stock options granted in 2010. The straight-line method was utilized in 2011. Because lattice-based valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company's common stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the valuation model and represents the periods that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	2010
Expected Volatility		155.09	%
Weighted-Average Volatility		155.09	%
Expected Dividends		-
Expected Term (in years)		4.77
Risk Free Rate		2.14	%

There were no options granted in 2011, however, there were extensions approved for an aggregate of 1,390,000 previously vested stock options, of which 1,310,000 options were for non-employee directors and 80,000 were for an officer and employee director. For non-employee directors, the Board approved an additional 5-year period on 1,310,000 vested 5-year stock options originally granted on January 16, 2007, at an exercise price of $.60 per share and expiring January 15, 2012.  The closing price of the Company's common stock on the date of the aforementioned modification was $.42 per share. For the officer and employee director, the Board approved an additional 3-year period on 80,000 vested 6-year stock options originally granted on July 5, 2005, at an exercise price of $.67 per share and expiring July 12, 2011. The closing price of the Company's common stock on the date of the aforementioned modification was .60 per share. There was no incremental fair value associated with the modifications. See also Note 13 - Related Party Transactions, Items (d) and (e).

As of December 31, 2011, total compensation cost related to non-vested stock options was $291,293, which is expected to be recognized over the 2.0 years after December 31, 2011 (24 months on a weighted-average basis).

Stock option activity under the Company's Equity Plan as of the years ended December 31, is summarized below:

	2011					2010
	Number			Weighted-Average		Number			Weighted-Average
Options	of Options			Exercise Price		of options			Exercise Price
Outstanding-Beginning of Year		6,140,333		$	0.61		7,015,333		$	0.64
Granted		-			-		800,000			0.60
Exercised		-			-		-			-
Canceled, Expired or Forfeited		(192,000	)		0.73		(1,675,000	)		0.74
Outstanding-End of Year		5,948,333			0.61		6,140,333			0.61
Exercisable-End of Year		1,507,597		$	0.57		1,770,208		$	0.57

The weighted-average grant-date fair value of options granted during 2011 and 2010 was $-0- and $.60, respectively. The weighted-average modification-date fair value of vested options extended during 2011 was $.60. There were 4,051,667 options available for grant at December 31, 2011. Refer to Equity Plan and Warrants Summary below for range of exercise prices.

Warrants

The Company did not issue any warrants during 2011 and 2010. During 2007 and 2008, the Company issued an aggregate of 2,500,000 detachable warrants in connection with its mezzanine styled credit instruments, which have been modified and repriced from time to time based on anti-dilution down round price protections. Warrant activity as of the year ended December 31, is summarized below:

	2011				2010
	Number		Weighted-Average		Number		Weighted-Average
Options	of Warrants		Exercise Price		of Warrants		Exercise Price
Outstanding-Beginning of Year		2,500,000	$	0.65		2,500,000	$	0.67
Granted		-		-		-		-
Exercised		-		-		-		-
Canceled, Expired or Forfeited		-		-		-		-
Outstanding-End of Year		2,500,000	$	0.58		2,500,000	$	0.65
Exercisable-End of Year		2,500,000	$	0.58		2,500,000	$	0.65

See Note 8 – Financing Instruments, (b) Warrants, for more information.

Equity Plan and Warrants Summary

The following table summarizes stock options and warrants outstanding at:

		Outstanding						Exercisable				Outstanding						Exercisable
				Weighted										Weighted
				Average		Weighted				Weighted				Average		Weighted				Weighted
Range of		Number		Remaining		Average		Number		Average		Number		Remaining		Average		Number		Average
Exercise		Outstanding		Contractual		Exercise		Exercisable		Exercise		Outstanding		Contractual		Exercise		Exercisable		Exercise
Prices		at 12/31/11		Life (Years)		Price		at 12/31/11		Price		at 12/31/10		Life (Years)		Price		at 12/31/10		Price
$	.36 - $.59		850,000		1.48	$	.36		550,000	$	.36		2,350,000		2.48	$	.51		2,050,000	$	.53
$	.60 - $.64		2,310,000		4.04	$	.60		1,368,765	$	.60		2,327,000		1.37	$	.60		711,200	$	.41
$	.65 - $.80		2,788,333		1.44	$	.69		717,483	$	.68		3,963,333		1.95	$	.70		1,509,008	$	.72

Director Plan

The Company's Board of Directors adopted a Director Plan, which is not shareholder-approved, that permits the grant of up to 800,000 shares of restricted common stock to non-employee directors in 2010.  Effective July 1, 2010, the Board granted 800,000 shares of restricted common stock to four non-employee directors, of which 100,000 was granted to Mr. Gregg, Mr. Brown, and Mr. Larson, and 500,000 was granted to Mr. Nadel. All stock grants vest over a four-and-a-half year period, with one-fifth vesting at the end of each year beginning in 2010, for serving on the Board of Directors.  The Company does not consider the shares of restricted common stock granted under the Director Plan as outstanding at the time of grant due to vesting restrictions. The shares of restricted common stock when granted are held in reserve by the Company until such time that they are earned and vested, after which the Company issues the vested portion of the shares and delivers them to the respective directors. At December 31, 2011 and 2010, there were 480,000 and 640,000 shares of restricted common stock granted and unvested, respectively. The compensation cost charged against income for the Director Plan in 2011 and 2010 was $104,000 and $104,000, respectively. The fair value of each award was calculated by taking the closing price of the Company's common stock on the effective date of the grant which was $.65 per share, or an aggregate amount of $520,000. The Company is using the straight-line method over the requisite service period for attribution of compensation expense. The expected term of the awards is the last day on which the last increment of stock is scheduled to vest, or December 31, 2015. A summary of awards activity under the Director Plan at December 31, 2011, and changes during the year then ended, are as follows:

	2011						2010
	Number			Weighted-Average			Number			Weighted-Average
Nonvested Awards	of Shares			Grant-Date Fair Value			of Shares			Grant-Date Fair Value
Nonvested - Beginning of Year		640,000		$	416,000			-		$	-
Granted		-			-			800,000			520,000
Vested		(160,000	)		(104,000	)		(160,000	)		(104,000	)
Canceled, Expired or Forfeited		-			-			-			-
Nonvested - End of Year		480,000		$	308,000			640,000		$	416,000

As of December 31, 2011, there is $308,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Director Plan.  The cost is expected to be recognized over a weighted-average period of 3 years.

Advisor Plan

During 2011, the Company and a non-employee director entered into an advisory/consultant agreement for 3 years (Advisor Plan”). The Company granted 5,000,000 shares of restricted common stock, which vest monthly over 3 years. The grant-date fair value was calculated by taking the closing price of the Company's common stock of $.57 on the date of grant and multiplying it by the number of shares granted, which equaled $2,850,000.  The Advisor Plan includes anti-dilution aspects.  An anti-dilution transaction also occurred during 2011, which required the Company to grant and vest an additional 695,704 shares of restricted common stock.  The grant-date fair value was calculated by taking the closing price of the Company's common stock of $.33 on the date of grant and multiplying it by the number of anti-dilution shares granted, which equaled $229,582. A summary of awards activity under the Advisor Plan at December 31, 2011, and changes during the year then ended, are as follows:

	2011
	Number			Weighted-Average
Nonvested Awards	of Shares			Grant-Date Fair Value
Nonvested - Beginning of Year		-		$	-
Granted		5,695,704			3,079,582
Vested		(2,123,620	)		(1,043,496	)
Canceled, Expired or Forfeited		-			-
Nonvested - End of Year		3,572,084		$	2,036,086

As of December 31, 2011, there is $2,036,086 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Advisor Plan.  The cost is expected to be recognized over a weighted-average period of 2 years. See also Note 13 – Related Party Transactions, Items (a) and (g).

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Business Segment Information

12 Months Ended

Dec. 31, 2011

Business Segment Information [Abstract]

Business Segment Information

Note 20.   Business Segment Information.

The Company is a leading manufacturer and supplier operating two segments: Foam and Coatings. The Company's segments are organized based on manufacturing competencies. The Foam segment primarily supplies both roofing and building envelope insulation applications. Roofing applications consist of foam and coatings systems in new and retrofit commercial and industrial applications. Insulation is used in commercial and industrial, as well as residential, applications. We manufacture our own roofing and wall insulation foams. Additionally, this segment also supplies polyurethane as an adhesive for board stock insulation to roofing substrates for commercial and industrial applications, sundry items, and application equipment.  The Coatings segment primarily supplies a variety of protective coatings for roofing systems for new and retrofit commercial and industrial applications, as well as residential, applications. Additionally, this segment also supplies caulking for general application in the construction industry, and sundry items. We manufacture our own roof coatings. After our acquisition of AirTight's assets in July 2008, we began making and selling our own spray rigs, which are required for the application of our foam and large scale coating jobs. This is a basic assembly operation and we undertake this task to provide turn key service to our customers. Prior to the acquisition of AirTight's assets, we were just a distributor of spray rigs. We allocate these amounts to either our foam or coatings segments, as applicable. The Company maintains centralized manufacturing operations in Houston, Texas for its Foam, Coatings, and Spray Rigs. Each of the businesses in which the Company is engaged is highly competitive. However, diversification of products within these segments and national, including limited international, markets served tends to minimize the impact on the Company's total sales and earnings of changes in demand for a particular product. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The Company allocates resources to segments and evaluates the performance of segments based upon reported segment income before income taxes. A substantial amount of administrative expenses are allocated to the segments. The portion not allocated to the segments represents the unallocated cost of certain corporate expenses and are included in Unallocated Amounts. There are no intersegment sales or transfers.  The following are selected results of reportable segments:

Segments
2011	Foam		Coatings		Totals
Sales	$	71,592,721	$	14,626,990	$	86,219,711
Depreciation		221,656		45,288		71,041,957
Amortization of Other Intangible Assets		336,182		68,429		404,611
Interest Expense		208,900		42,121		251,021
Segment Profit		1,705,649		135,703		1,841,353
Segment Assets (1)		22,530,207		4,871,906		27,402,113
Expenditures for Segment Assets	$	230,749	$	47,128	$	277,877
2010	Foam		Coatings		Totals
Sales	$	61,597,220	$	8,899,409	$	70,496,629
Depreciation		244,892		35,446		280,338
Amortization of Other Intangible Assets		304,208		43,419		347,625
Interest Expense		663,996		94,050		758,046
Segment Profit (Loss)		4,995,806		678,482		5,674,289
Segment Assets (1)		22,586,509		3,318,402		25,904,911
Expenditures for Segment Assets	$	295,240	$	41,356	$	336,596

The following are reconciliations of reportable segment profit or loss, and assets, to the Company's totals for the years indicated:

Segments Profit
	2011			2010
Total Profit for Reportable Segments	$	1,841,353		$	5,674,289
Unallocated Amounts:
Corporate Expenses		(5,347,643	)		(3,573,225	)
Income (Loss) Before Income Taxes	$	(3,506,290	)	$	2,101,064
Assets		2011			2010
Total Assets for Reportable Segments (1)	$	27,402,113		$	25,877,943
Other Unallocated Amounts (2)		715,137			630,047
Total	$	28,117,250		$	26,507,990

Notes:

(1)      Segment assets are the total assets used in the operation of each segment.

(2)      Includes corporate assets which are principally cash and prepaid expenses.

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Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions.

12 Months Ended

Dec. 31, 2011

Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions. [Abstract]

Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions.

Note 1.   Summary of Organization, Basis of Presentation, and Critical Accounting Policies, Estimates, and Assumptions.

This summary briefly describes the Company's organization, basis of presentation, and critical accounting policies, estimates, and assumptions, which are presented to assist in understanding these financial statements. The financial statements and notes are representations of management who are responsible for their integrity and objectivity. The accounting policies used conform to Generally Accepted Accounting Principles (GAAP) in the United States of America and have been consistently applied in the preparation of these financial statements. Judgments and estimates of uncertainties are required in applying our accounting policies in many areas. However, application of the critical accounting policies discussed below requires management's significant judgments, often as the result of the need to make estimates of matters that are inherently uncertain. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Organization History

The Company was incorporated in the state of Delaware on October 20, 1989.  The Company acquired 100% of the capital stock of Infiniti Products, Inc. (f/k/a Infiniti Paint Co., Inc.), a Florida corporation, effective September 1, 2001, which was engaged in the business of developing, marketing, selling, and distributing primarily acrylic roof coatings and polyurethane foam systems in the Southeastern United States (“Infiniti”). During the latter part of 2004, Infiniti built and began operating an acrylic roof coatings manufacturing plant in the Southeastern United States. On February 11, 2005, the Company acquired 100% of the capital stock of Lapolla Industries, Inc., an Arizona corporation (“Lapolla AZ”), which was engaged in the business of manufacturing acrylic roof coatings and sealants, and distributing polyurethane foam systems in the Southwestern United States. On April 1, 2005, Infiniti merged with and into Lapolla AZ whereas the existence of Infiniti ceased. On October 1, 2005, Lapolla AZ merged with and into the Company, under its former name of IFT Corporation, whereas the existence of Lapolla AZ ceased. On November 8, 2005, the Company changed its name to Lapolla Industries, Inc. On July 1, 2008, the Company acquired certain assets and liabilities of Air-Tight Marketing and Distribution, Inc. On November 5, 2004, the Company discontinued the operations of its former RSM Technologies, Inc. subsidiary.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation.

Trade Receivables and Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of trade receivables. The Company's customers consist primarily of contractors and distributors. Trade receivables consist primarily of uncollateralized customer obligations, including personal guarantees when obtainable, due under normal trade terms which usually require payment within 30 days of the invoice date.  However, these payment terms are extended in select cases and many customers do not pay within stated trade terms. The Company has trade receivables from a diversified customer base. The Company has a credit insurance policy in place covering most customer account balances. The Company believes no significant concentration of credit risk exists. The Company evaluates the creditworthiness of its customers' financial position and monitors accounts on a regular basis. Provisions to the allowance for doubtful accounts are reviewed quarterly and adjustments are made periodically (as circumstances warrant) based upon management's best estimate of collectability of accounts. No customer represents more than 10% of sales for each of the years ended December 31, 2011 and 2010. No customer represented more than 10% of trade receivables at December 31, 2011 or 2010.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost over the fair value of net tangible and identifiable intangible assets of acquired businesses. Identifiable intangible assets acquired in business combinations are recorded based upon their fair value at the date of acquisition. According to GAAP, goodwill is required to be tested for impairment, on an annual basis and between annual tests in certain circumstances, and written down when impaired. The goodwill impairment test is performed by comparing the fair value of the associated reporting unit to its carrying value. GAAP also requires that intangible assets with estimable useful lives be amortized over their respective estimated lives to their estimated residual values, and reviewed for impairment, unless these lives are determined to be indefinite.

Fair Value of Financial Instruments

The Company adopted authoritative GAAP guidance regarding disclosures about fair value of financial instruments, which requires the disclosure of the fair value of off-and-on balance sheet financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments (none of which are held for trading purposes), approximate the carrying values of such amounts. The Company adopted authoritative GAAP guidance regarding fair value measurements, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. This guidance establishes three levels of inputs that may be used to measure fair value: (a) Level 1 - Quoted prices in active markets for identical assets or liabilities.  The Company had no Level 1 assets or liabilities at December 31, 2011; (b) Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.  The Company had no Level 2 assets or liabilities at December 31, 2011; and (c) Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had Level 3 assets or liabilities at December 31, 2011. See Note 9 to our financial statements for level 3 assets and liabilities. The carrying value of cash and cash equivalents, trade receivables and payables, prepaid expenses and other current assets, amounts due to related parties, and other payables and accruals approximate fair value due to the short period of time to maturity.

Derivatives and Fair Value

The Company recognizes derivatives on the balance sheet at fair value with changes in the values of these derivative liabilities reflected in the statements of operations. The fair value of our derivative liabilities was estimated to be $154,518 and $292,240 as of December 31, 2011 and 2010, respectively. We review the underlying assumptions on our derivative liabilities quarterly and they are subject to change based primarily on management's assessment at that time. Accordingly, changes to these assessments could materially affect the valuation, which could positively or negatively affect our financial performance in future periods. Disclosures related to our derivative liabilities are included in Note 9 to our financial statements.

Litigation

In the normal course of business, the Company is occasionally involved in legal proceedings. The Company accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

Cash and Cash Equivalents

The Company considers cash deposited with financial institutions and marketable securities with a maturity of three months or less at the date of acquisition to be cash and cash equivalents.

Inventories

Cost is determined on an actual and/or standard cost basis that approximates the first-in, first-out (FIFO) method using a perpetual inventory system.  Inventories are valued at the lower of cost or market (replacement cost), which does not exceed net realizable value.

Income Taxes

The Company's provision for income taxes is determined using the U.S. federal statutory rate. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers. The Company's deferred tax asset was approximately $21.6 Million and $20.9 Million at December 31, 2011 and 2010, respectively.  The Company is unable to reduce its valuation allowance to record a deferred tax asset until it has two years of consecutive net income. As a result, the Company recorded a valuation allowance against the deferred tax asset of $21.6 Million and $20.9 Million at December 31, 2011 and 2010, respectively, reducing its net carrying value to zero. The Company has no unrecognized income tax benefits. Accordingly, the annual effective tax rate is unaffected.  Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and operating expense, respectively. At December 31, 2011, the Company had no increase or decrease in unrecognized income tax benefits for the year. There was no accrued interest or penalties relating to tax uncertainties at December 31, 2011. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months.

Depreciable Lives of Property, Plant and Equipment

Property, plant and equipment is recorded at cost and depreciated using the straight-line method, which deducts equal amounts of the cost of each asset from earnings every year over its estimated economic useful life.  Economic useful life is the duration of time an asset is expected to be productively employed by the Company, which may be less than its physical life. Assumptions on the following factors, among others, affect the determination of estimated economic useful life: wear and tear, obsolescence, technical standards, contract life, market demand, competitive position, raw material availability, and geographic location. The estimated economic useful life of an asset is monitored to determine its appropriateness, especially in light of changed business circumstances. For example, changes in technology and changes in the estimated future demand for products may result in a shorter estimated useful life than originally anticipated. In these cases, we would depreciate the remaining net book value over the new estimated remaining life, thereby increasing depreciation expense per year on a prospective basis. Net property, plant and equipment totaled $2,445,608 and depreciation expense totaled $556,409 as of and for the year ended December 31, 2011. Net property, plant and equipment totaled $2,547,148 and depreciation expense totaled $481,894 as of and for the year ended December 31, 2010.

Impairment of Long-Lived Assets

Property, Plant and Equipment

Property, plant, and equipment held for use is grouped for impairment testing at the lowest level for which there is an identifiable cash flow. Impairment testing of the asset group occurs whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Such circumstances would include a significant decrease in the market value of a long-lived asset grouping, a significant adverse change in the manner in which the asset grouping is being used or in its physical condition, a history of operating or cash flow losses associated with the use of the asset grouping, or changes in the expected useful life of the long-lived assets. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by that asset group is compared to the carrying value to determine whether impairment exists. If an asset group is determined to be impaired, the loss is measured based on the difference between the asset group's fair value and its carrying value. An estimate of the asset group's fair value is based on the discounted value of its estimated cash flows. Assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The assumptions underlying cash flow projections represent our best estimates at the time of the impairment review. Factors that we must estimate include industry and market conditions, sales volume and prices, costs to produce, etc. Changes in key assumptions or actual conditions that differ from estimates could result in an impairment charge. Management believes it uses reasonable and supportable assumptions when performing impairment reviews and cannot predict the occurrence of future events and circumstances that could result in impairment charges.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of net tangible and identifiable intangible asset of an acquired business. Goodwill was $4,234,828 at December 31, 2011 and 2010.  The Company operates two reporting units, Foam and Coatings. Disclosures related to goodwill are included in Note 6 to the financial statements.  The Company evaluates goodwill for impairment on an annual basis, or more frequently if Management believes indicators of impairment exist, by comparing the carrying value of each of reportable unit to their estimated fair values. The annual evaluation is performed in the fourth quarter of each calendar year. The impairment test requires the Company to compare the fair value of each reporting unit to its carrying value, including assigned goodwill.  In the fourth quarter of 2011 and 2010, the Company conducted the required annual test of goodwill for impairment.  Management primarily uses an income approach valuation model, representing the present value of future cash flows to determine fair value of a reporting unit. The valuation model uses a three-year growth period each reporting unit. Management has determined the income approach valuation model represents the most appropriate valuation methodology due to the capital intensive nature of the business, cash flows generated by the reporting units, and limited comparables within the industry. The principal assumptions used in the Company's income approach valuation model include revenue growth rate, operating profit margins, discount rate, and long term growth rate. Revenue growth rate and operating profit assumptions are consistent with those utilized in the Company's operating plan and long term financial planning process. The discount rate assumption is calculated based upon an estimated weighted average cost of capital which includes factors such as the risk free rate of return, cost of debt, and expected equity premiums. Long term growth rate is determined from market and industry growth trends. Also, the expected cash flows consider historical experience and current and future expected market and industry conditions. Management judgment is required in the determination of each assumption used in the valuation model, and actual results could differ from the estimates. Upon completion of the 2010 and 2009 annual impairment assessments, the Company determined no impairment was indicated as the estimated fair value of each of the reporting units exceeded its respective carrying value. At December 31, 2011, the aggregate amount of carrying value that exceeded the fair value of the Company's reporting units was approximately $11 Million, of which $9 Million was for Foam and $2 Million was for Coatings. At December 31, 2010, the aggregate amount of carrying value that exceeded the fair value of the Company's reporting units was approximately $15 Million, of which $14.4 Million was for Foam and $ .6 Million was for Coatings. As of December 31, 2011, the Company does not believe any significant indicators of impairment exist for goodwill that would require additional analysis before the 2012 annual evaluation.

Other Intangible Assets

The Company had other intangible assets, net of $1,854,901 and $1,733,449 at December 31, 2011 and 2010, respectively, consisting of customer lists, product formulations, trade names, and non-competes that were acquired as part of business combinations, and trademarks and approvals and certifications obtained as part of entering into new markets.  Amortization of other intangible assets totaled $449,568 and $386,252 at December 31, 2011 and 2010, respectively. Other intangible assets are tested for impairment as part of the long-lived asset grouping impairment tests. Impairment testing of the asset group occurs whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. See impairment discussion above under Property, Plant and Equipment for a description of how impairment losses are determined. Disclosures related to other intangible assets are included in Note 6 to the financial statements. Significant management judgment is required in the forecasts of future operating results that are used in the Company's impairment evaluations. The estimates used are consistent with the plans and estimates that Management uses to manage its business. It is possible, however, that the plans may change and estimates used may prove to be inaccurate. If the Company's actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, then the Company could incur future impairment charges, which would adversely affect financial performance.

Revenue Recognition

Sales are recognized as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured. Sales channels include direct sales, distributors, and independent representatives.  Irrespective of the sales channel, returns and allowances are not a business practice in the industry. Amounts billed for shipping and handling are included in revenues (freight).  Freight included in revenue was $1,146,395 and $712,834 in 2011 and 2010, respectively. Costs incurred for shipping and handling are included in cost of sales. Freight included in cost of sales was $5,342,075 and $3,525,607 in 2011 and 2010, respectively. Revenues are recorded net of sales tax.

Research and Development

Research and development costs related to both future and present products are charged to operations as incurred.

Share-Based Compensation

The Company accounts for stock based compensation in accordance with GAAP, which requires the Company to measure and recognize the cost of employee or director services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of share based awards is estimated at the grant date using a lattice-based valuation model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value is affected by the Company's stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. Employee stock option exercise behavior is based on actual historical exercise activity and assumptions regarding future exercise activity of unexercised, outstanding options. The Company applies an estimated forfeiture rate to unvested awards for the purpose of calculating compensation cost. These estimates are subject to revision in future periods if actual forfeitures differ from the estimates and changes impact compensation cost in the period in which the change in estimate occurs. Disclosures related to share based compensation are included in Note 18 to our financial statements. Share based compensation expense was $1,293,214 and $100,831 in 2011 and 2010, respectively. The share based compensation expense increase negatively affected the Company's financial performance for 2011. If additional share based awards are granted, financial performance may be negatively affected, and if outstanding share based awards are forfeited or canceled, resulting in non-vesting of such stock awards, financial performance may be positively affected. In either instance, the Company's financial performance may change depending on share based award activities in future periods.

Allowance for Doubtful Accounts

The Company presents trade receivables, net of allowances for doubtful accounts, to ensure trade receivables are not overstated due to uncollectible accounts. Allowances, when required, are calculated based on a detailed review of certain individual customer accounts, including credit insurance and other security when applicable, and an estimation of the overall economic conditions affecting our customer base. The Company reviews a customer's credit history before extending credit. The allowance for doubtful accounts was $820,191 and $938,831 at December 31, 2011 and 2010, respectively. If the financial condition of customers were to deteriorate based on worsening overall economic conditions, resulting in an impairment of their ability to make payments to the Company, then additional allowances may be required in future periods.

Cost of Sales and Selling, General and Administrative Costs

The Cost of Sales line item includes all the material, overhead, packaging, and freight costs associated with products shipped, including resale finished goods and raw materials, as well as payroll costs associated with manufacturing the finished goods, inbound freight, sales tax expense, product containers, labels, and other miscellaneous items that are indirectly used in the manufacturing, packaging, and shipping (outbound freight) of finished goods, including inspection, and internal transfer costs, as well as depreciation of machinery, amortization of approvals and certifications, and an allocated portion of overhead. The Selling, General and Administrative line item includes selling, advertising, marketing, customer service, and technical support, as well as the costs of providing corporate functional support for all other areas of our business.

Advertising and Marketing Expenses

Advertising and marketing costs are generally expensed as incurred. Expenditures for certain advertising and marketing activities related to trade shows and trade magazines are deferred within the Company's fiscal year when the benefits clearly extend beyond the interim period in which the expenditure is made, generally not to exceed 90 days. Other advertising and marketing expenditures that do not meet the deferred criteria are expensed when the advertising and marketing occurs. Total advertising and marketing costs expensed were approximately $1,480,902 and $1,250,283 in 2011 and 2010, respectively.

Net Income (Loss) Per Common Share

Basic income (loss) per share is based upon the net income (loss) applicable to common shares after preferred dividend requirements and upon the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share reflects the effect of the assumed exercise of stock options and warrants only in periods in which such effect would have been dilutive. Disclosures related to net income (loss) per common share are included in Note 16 to our financial statements.

Recently Adopted Accounting Standards

In September 2011, the Financial Accounting Standards Board (FASB) issued an accounting standards update that gives an entity the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted the provisions of the guidance and performed the qualitative assessment for its specialty pharmaceuticals reporting unit during its fourth quarter 2011 annual goodwill impairment assessment.

In December 2010, the FASB issued an accounting standards update that requires an entity to perform Step 2 of the goodwill impairment test for its reporting units with a zero or a negative carrying amount if there are qualitative factors indicating that it is more likely than not that a goodwill impairment exists. This guidance became effective for fiscal years beginning after December 15, 2010 and was applied as a change in accounting principle with any impairment recorded as a cumulative-effect adjustment to beginning retained earnings. The Company adopted the provisions of the guidance in the first quarter of 2011. The adoption did not have a material impact on the Company's consolidated financial statements.

In December 2010, the FASB issued an accounting standards update that requires an entity to disclose pro forma revenue and earnings of the combined entity for both the year in which a business combination occurred and the prior year as if the business combination had occurred as of the beginning of the prior year only. This guidance became effective prospectively for business combinations occurring in fiscal years beginning after December 15, 2010. The Company adopted the provisions of the guidance in the first quarter of 2011. The adoption did not have a material impact on the Company's consolidated financial statements.

In January 2010, the FASB issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter of 2010, the Company adopted the requirements for disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers. Beginning in the first quarter of 2011, these amended standards will require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards do not affect the Company's statements of operations or balance sheets.

New Accounting Standards Not Yet Adopted

In June 2011, the FASB issued an accounting standards update that eliminates the option to present components of other comprehensive income as part of the statement of changes in equity and requires an entity to present items of net income and other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance also requires an entity to present on the face of the financial statements reclassification adjustments from other comprehensive income to net income. This guidance will be effective for fiscal years beginning after December 15, 2011, which will be the Company's fiscal year 2012, with early adoption permitted. In December 2011, the FASB issued an accounting standards update that defers the presentation requirement for other comprehensive income reclassifications on the face of the financial statements. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

In May 2011, the FASB issued an accounting standards update that clarifies and amends the existing fair value measurement and disclosure requirements. This guidance will be effective prospectively for interim and annual periods beginning after December 15, 2011, which will be the Company's fiscal year 2012, with early adoption prohibited. The Company does not expect the adoption of the guidance will have a material impact on the Company's consolidated financial statements.

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BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Common Stock, Par Value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	140,000,000	140,000,000
Common stock, shares issued (in shares)	106,206,488	83,705,376
Common stock , shares outstanding (in shares)	106,206,488	83,705,376
Series D Preferred Stock [Member]
Stockholders' Equity:
Preferred stock, shares authorized (in shares)	25,000	25,000
Preferred stock, shares issued (in shares)	0	5,242
Preferred stock, shares outstanding (in shares)	0	5,242
Preferred stock, aggregate liquidation preference	$ 0	$ 5,242,000

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Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions [Abstract]

Related Party Transactions

Note 13.  Related Party Transactions.

(a)    On February 22, 2011, the Company and Mr. Nadel, a director, entered into an agreement wherein Mr. Nadel became a consultant and Vice Chairman ("Nadel Agreement"), for 3 years.  In addition to any other compensation Mr. Nadel is currently receiving from the Company, Mr. Nadel was granted 5,000,000 shares of restricted common stock ("Shares"), which vest monthly over 3 years, and $200,000 in cash fees per year. Mr. Nadel‘s services include business development and planning, assisting management on strategic initiatives, and other tasks as requested by the Chairman or the Company in consultation with the Chairman. During 2011, Mr. Nadel received $171,350 in cash and an aggregate of 1,427,916 Shares valued at $813,914 vested under the Nadel Agreement.  See also Item (b) below.

(b)   On February 22, 2011, the Company exchanged an aggregate of 1,653 shares of its Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, accruing dividends at 10% per annum, to reimburse the Chairman for the aggregate value of the 2,900,000 shares of restricted common stock he provided to meet the number of Shares (described in (a) above and defined in the Nadel Agreement) requirement in the Nadel Agreement of $1,653,000 (calculated by taking the 2,900,000 shares of common stock times the closing price of the Company's common stock of $.57 per share on February 22, 2011).

(c)    On May 25, 2011, the Company issued to the Chairman and principal stockholder, an aggregate of 315 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, in exchange for cancellation of an aggregate of $315,000 of Lapolla indebtedness in the form of accrued Series D Preferred Stock dividends outstanding and due and owing to the principal stockholder on such date.

(d)   On July 5, 2011, the Company extended the 80,000 vested 6-year stock options originally granted to Mr. Adams, an officer and director, on July 12, 2005, at an exercise price of $.67 per share, (expiring July 12, 2011), for an additional 3 years (now expiring July 12, 2014).  The closing price of the common stock on the modification date was $.60 per share. No incremental cost was required to be recorded for the modification.

(e)    On December 14, 2011, the Company extended an aggregate of 1,310,000 vested 5-year stock options originally granted to Mr. Gregg (225,000 options), Mr. Brown (500,000 options), Mr. Nadel (450,000 options), and Mr. Larson (135,000 options), non-employee directors, on January 16, 2007, at an exercise price of $.60 per share, (expiring January 15, 2012), for an additional 5 years (now expiring July 15, 2017).  The closing price of common stock on the date of modification was $.42 per share. No incremental cost was required to be recorded for the modification.

(f)     On December 26, 2011, the Chairman and principal stockholder, exchanged all of his outstanding Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share (7,210 shares valued at $7,210,000) and Series D Accrued Dividends ($418,773) totaling $7,628,773, for restricted common stock, par value $.01, of the Company, at the closing price of the common stock on the last trading date (December 23, 2011) of $.33 per share, or for 23,117,493 shares.

(g)    On December 26, 2011, in connection with the transaction described in Item (a) above, the Company was required to issue 695,704 shares of restricted common stock, par value $.01, to Mr. Nadel pursuant to the Nadel Agreement's anti-dilution provision.  The transaction was valued by taking the closing price of the common stock on the last trading date (December 23, 2011) of $.33 per share and multiplying it by the number of shares granted, which resulted in recording compensation cost of $229,582.

(h)    Effective December 31, 2011, the Company amended Mr. Adams' Executive Employment Agreement to: (i) extend the Term for an additional 3 years to expire on December 31, 2014; (ii) provide for 12 months of severance due to Mr. Adams' long tenure with the Company in case of involuntary termination of his employment by the Company, or termination due to his death or disability; (iii) provide a fixed bonus of $5,000 at the end of each calendar year, which is in addition to any other bonus consideration; and (iv) review of annual base salary on January 1, 2013, based on his performance and the profitability of the Company for the 2012 calendar year, however, his annual base salary cannot be decreased.

(i)     During 2011, the Company accepted funds in arm's length transactions for the purchase of certain spray rigs by customers from non-affiliated third party financing companies, including a financing company owned and operated by a relative of the Company's Chairman of the Board. The relative's third party financing is provided based on competitive bidding. The total aggregate of funds received in connection with the financing of spray rigs from the relative's company was $_______.

(j)     On December 31, 2011, the Company vested an additional 160,000 shares of the restricted common stock Director Plan, of which 100,000 shares were for Mr. Nadel, and 20,000 shares were for Mr. Gregg, Mr. Brown, and Mr. Larson, respectively, and paid $40,000 in cash. The Director Plan, effective July 1, 2010, provides for the grant of an aggregate of 800,000 shares of restricted common stock with each outside director receiving a stock grant of 100,000 shares (Mr. Gregg, Mr. Brown, and Mr. Larson), except Mr. Nadel who will receive a stock grant of 500,000 shares (Mr. Nadel was an outside director at the time of approval of the Director Plan), and each outside director will receive cash payments of $2,500 each quarter, payable at the end of each quarter. As of December 31, 2011, a total of 320,000 shares of restricted common stock have vested with a corresponding share based compensation expense of $208,000, of which $104,000 was for 2011 and 2010, respectively.  See also Item (r) below.

(k)    On February 1, 2010, the Company accepted the voluntary redemption of 100 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, from Mr. Brown, a director, for $100,000 in cash.

(l)     On February 18, 2010, the Company recorded the remaining grant-date fair value compensation cost of $18,800 to complete the private agreement whereby Mr. Kurtz agreed to transfer approximately 1,084,000 shares, in two installments, of his restricted common stock to Mr. Nadel in order to secure his continued participation required with his role as a Board member for a two year period entered into on February 19, 2008. The first installment of 500,000 shares was transferred to Mr. Nadel on February 19, 2008 and second installment of 584,000 shares was transferred to Mr. Nadel on February 18, 2009 by Mr. Kurtz. The installments vest one year after the date of each installment. The closing price of the Company's common stock as traded on the OTCBB on the date of the agreement was $.70 per share. The grant-date fair value for this transaction is $758,800.

(m)   On March 31, 2010, Mr. Kurtz, Chairman of the Board and majority stockholder, converted $19,000 of indebtedness owed by the Company to him, of which $18,800 represented a loan payable – related party and $200 represented related accrued interest, into 19 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share.

(n)    On May 5, 2010, the Company and Douglas J. Kramer, CEO and President, entered into an amendment to that certain executive employment agreement dated May 5, 2008 and option agreement of even date, effective as of January 1, 2010, to: (i) acknowledge his prior agreed salary increase to $400,000, effective January 1, 2009; (ii) extend his employment term to December 31, 2013; (iii) change his transaction bonus upon a change in control to 8.5%; (iv) add an annual bonus based on meeting Board approved operating budget requirements; and (v) cancel his remaining 1,500,000 unvested stock options.

(o)    Effective May 10, 2010, the Company entered into an executive employment agreement with Charles Zajaczkowski to serve as Chief Financial Officer and Corporate Treasurer, which provides: (i) employment term to December 31, 2012; (ii) annual base salary of $160,000; (iii) annual bonus based on meeting Board approved operating budget requirements; and (iv) change in control bonus equal to 50% of his annual base salary if such change-in-control occurs within 18 months from his effective date of employment, which was May 10, 2010, or 100% of his annual base salary if such change-in-control occurs after 18 months from his effective date of employment.

(p)    On June 11, 2010, the Company and Michael T. Adams, CGO, EVP, and Secretary, entered into an amendment to that certain executive employment agreement dated May 18, 2009, effective as of January 1, 2010, to: (i) acknowledge his prior agreed salary increase from to $187,500, effective January 1, 2010, which shall be increased to $200,000, effective July 1, 2010, if the Company is at or above budget on June 30, 2010; and (ii) add an annual bonus based on meeting Board approved operating budget requirements.

(q)    On June 30, 2010, Mr. Kurtz, Chairman of the Board and majority stockholder, exchanged $1,406,670 of accrued Series D Preferred Stock dividends outstanding at December 31, 2009, into 1,407 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share.

(r)     Effective July 1, 2010, the Board adopted a Director Share Based Compensation Program that provides: (i) each outside director will receive cash payments of $2,500 each quarter, payable at the end of each quarter; and (ii) each outside directors will receive a stock grant of 100,000 shares, except Mr. Nadel who will receive a stock grant of 500,000 shares. All stock grants will vest over a four and a half year period, with one fifth vesting at the end of each year beginning in 2010. However, if there is a change in the control of the Company, all grants which have not vested, will vest immediately upon the change in control. The Company recorded $52,000 in share based compensation expense during 2010 under this plan.

(s)    On November 16, 2010, the Chairman of the Board and principal stockholder of Lapolla exchanged $10,000,000, or 10,000 shares, of his Series D Preferred Stock, par value $1.00, with a Stated Value of $1,000 per share, accruing dividends at 10% per annum, payable quarterly in arrears, plus unpaid and accrued outstanding Series D Preferred Stock dividends of $388,304 as of said date, for restricted common stock at a price per share of $.53 per share (the closing price of common stock on the date of the transaction was $.51 per share), or for 19,600,573 shares.

(t)     During 2010, the Company paid an aggregate of $32,000 in cash to non-employee directors for director services rendered, of which Mr. Gregg, Mr. Nadel, Mr. Larson, and Mr. Nadel each received $8,000.

(u)    During 2010, the Company paid an aggregate of $875,000 to Mr. Kurtz, Chairman of the Board, majority stockholder, and sole Series D Preferred Stock holder, for accrued Series D Preferred stock dividends.

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Mar. 29, 2012	Jun. 30, 2011
Entity Registrant Name	LAPOLLA INDUSTRIES INC
Entity Central Index Key	0000875296
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 14,676,892
Entity Common Stock, Shares Outstanding		106,480,210
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011

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Deferred Income Taxes

12 Months Ended

Dec. 31, 2011

Income Tax Disclosure [Abstract]

Deferred Income Taxes

Note 14.  Deferred Income Taxes.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities, for financial reporting purposes, and amounts used for Federal income tax purposes. Significant components of the Company's continuing operations deferred tax asset at December 31:

Deferred Tax Assets:	2011			2010
Net Operating Loss Carry-Forward	$	63,676,250		$	61,463,176
Statutory Tax Rate		34	%		34	%
Total Deferred Tax Assets		21,649,925			20,897,480
Valuation Allowance for Deferred Tax Assets		(21,649,925	)		(20,897,480	)
Net Deferred Taxes	$	-		$	-

At December 31, 2011, the Company had available, net operating loss carry-forwards of approximately $63,676,250 for Federal income tax purposes. Utilization by the Company is subject to limitations based on the Company's future income, and pursuant to Section 382 of the Internal Revenue Code, as amended, the usage of some of these net operating loss carry-forwards may be limited due to changes in ownership that have occurred or may occur in the future. The loss carry-forwards, if not used, will expire as follows: $5,319,718 in 2018, $1,067,538 in 2019, $4,557,566 in 2020, $7,870,612 in 2021, $10,869,699 in 2022, $9,811,811 in 2023, $4,244,336 in 2024, $3,607,642 in 2025, $2,744,261 in 2026, $4,994,863 in 2027, $4,014,317 in 2028, $2,360,813 in 2029, and $2,213,074 in 2031.

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STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
STATEMENTS OF OPERATIONS [Abstract]
Sales	$ 86,219,712	$ 70,496,629
Cost of Sales	71,041,959	53,793,826
Gross Profit	15,177,753	16,702,803
Operating Expenses:
Selling, General and Administrative	16,553,710	12,336,719
Professional Fees	603,815	359,572
Depreciation	296,603	311,487
Amortization of Other Intangible Assets	449,568	386,252
Consulting Fees	455,967	209,963
Total Operating Expenses	18,359,663	13,603,993
Operating (Loss) Income	(3,161,910)	3,098,810
Other (Income) Expense:
Interest Expense	565,796	813,660
Interest Expense - Related Party	0	200
Interest Expense - Amortization of Discount	0	702,233
(Gain) on Derivative Liability	(137,722)	(279,624)
Other, Net	(103,694)	(238,724)
Total Other (Income) Expense	324,380	997,745
Net Income (Loss)	3,506,290	2,101,064
Dividends on Preferred Stock	(668,945)	(1,328,131)
Net Income (Loss) Available to Common Stockholders	$ (4,175,235)	$ 772,934
Net Income (Loss) Per Share - Basic (in dollars per share)	$ (0.05)	$ 0.01
Weighted Average Shares Outstanding (in shares)	81,243,262	66,649,323
Net Income (Loss) Per Share - Diluted (in dollars per share)	$ (0.05)	$ 0.01
Weighted Average Shares Outstanding (in shares)	83,181,839	67,156,700

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 6.    Goodwill and Other Intangible Assets.

The following is a summary of Goodwill for the years ending December 31:

Goodwill

	2011		2010
Foam	$	2,932,208	$	2,932,208
Coatings		1,302,620		1,302,620
	$	4,234,828	$	4,234,828

The following is a summary of Other Intangible Assets for the years ending December 31:

Other Intangible Assets

	2011					2010
	Gross		Accumulated			Gross		Accumulated			Amortization
	Amount		Amortization			Amount		Amortization			Period
Customer Lists	$	859,235	$	(622,235	)	$	859,235	$	(464,236	)	5 Years
Product Formulation		138,471		(63,081	)		138,471		(53,850	)	15 Years
Trade Names		740,325		(170,502	)		740,325		(121,147	)	15 Years
Non-Competes		210,000		(147,000	)		210,000		(105,000	)	5 Years
Approvals and Certifications		1,325,754		(402,066	)		745,391		(215,740	)	5 Years
	$	3,273,785	$	(1,404,884	)	$	2,693,422	$	(959,973	)

Based on the other intangible assets in service as of December 31, 2011, estimated amortization expense for the years ending December 31, 2011 through December 31, 2015 and thereafter is as follows:

	2012		2013		2014		2015		Thereafter
Customer Lists	$	158,000	$	79,000	$	-	$	-	$	-
Product Formulation		9,231		9,231		9,231		9,231		38,466
Trade Names		49,355		49,355		49,355		49,355		372,403
Non-Competes		42,000		21,000		-		-		-
Approvals and Certifications		217,110		217,110		217,110		217,110		55,248

The Company evaluates the amortization period of goodwill and other intangible assets on an ongoing basis, in light of any changes in business conditions, events or circumstances, which may indicate the potential impairment of goodwill and other intangible assets.

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Dependence on Few Suppliers

12 Months Ended

Dec. 31, 2011

Dependence on Few Suppliers [Abstract]

Dependence on Few Suppliers

Note 5.    Dependence on Few Suppliers.

The Company is dependent on a few suppliers for certain of its raw materials and finished goods. For 2011 and 2010, raw materials and finished goods purchased from the Company's three largest suppliers accounted for approximately 35% and 60% of purchases, respectively.

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Preferred Stock

12 Months Ended

Dec. 31, 2011

Preferred Stock [Abstract]

Preferred Stock

Note 19.  Preferred Stock.

Series D Preferred Stock

The Board designated a new series of preferred stock, Series D Preferred Stock (“Series D Preferred”), effective September 28, 2006, $1.00 par value per share. The Board authorized 25,000 shares for issuance having a stated and liquidation value, per each share of Series D Preferred of $1,000, which includes the par of $1.00 per share. Holders of the outstanding Series D Preferred have no voting rights, except as required by law, including but not limited to the General Corporation Law of Delaware, and as expressly provided in the certificate of designation. The registered holders of the outstanding Series D Preferred are entitled to receive cumulative dividends at the rate of 10% per annum of the stated value per each share of Series D Preferred, payable quarterly in arrears on the last day of each fiscal quarter of each year; such dividends shall accrue from day-to-day, whether or not earned or declared and may be accumulated or paid in the discretion of the Board on each share of Series D Preferred from date of issuance; and may be paid in cash when and as declared by the Board out of funds legally available. At December 31, 2011 and 2010, an aggregate of -0- and 5,242 and shares of Series D Preferred were outstanding with an aggregate consideration of $-0- and $5,242,000, respectively. There were $-0- and $64,827  dividends accrued and $-0- and $875,000 paid in cash at December 31, 2011 and 2010, respectfully.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 15.  Commitments and Contingencies.

Leases

The Company conducts operations in leased facilities located in Texas, New Jersey, and Ontario (Canada). The Texas and Canada leases include lease concessions which amounts are included as part of the aggregate minimum lease payments and recognized on a straight-line basis over the minimum lease terms. Future minimum lease payments required under the non-cancelable operating leases as and for the years ending December 31 are as follows: $510,019 for 2012; $437,020 for 2013; $461,674 for 2014; $425,631 for 2015; and $183,219 for 2016. Rent expense for the years ended December 31, 2011 and 2010 was $357,145 and $375,981, respectively.

Legal Proceedings

We are involved in various lawsuits and claims arising in the ordinary course of business. These other matters are, in our opinion, immaterial both individually and in the aggregate with respect to our financial position, liquidity or results of operations.

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Derivatives and Fair Value

12 Months Ended

Dec. 31, 2011

Derivatives and Fair Value [Abstract]

Derivatives and Fair Value

Note 9.    Derivatives and Fair Value.

The Company has evaluated the application of GAAP with respect to certain detachable Warrants (See Note – 8 Financing Instruments, (b) Warrants, above) to purchase common stock and determined they are required to be accounted for as a derivative as of January 1, 2009 due to the down round protection feature on the exercise price. The Company records the fair value of derivatives on its balance sheet at fair value with changes in the value of derivatives reflected in the statements of operations as “(Gain) Loss on Derivative Liabilities.”  The Company's derivative instruments are not designated as hedging instruments under GAAP and are disclosed on the balance sheet under “Derivative Liabilities”. At December 31, 2011 and 2010, the Company's derivative liabilities were categorized as Level 3 fair value assets, respectively.

Level 3 Valuation Techniques

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  Level 3 financial liabilities consist of the freestanding Warrants that contain down round provisions for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. We have valued the freestanding Warrants using a lattice model, with the assistance of a valuation consultant, for which management understands the methodologies. This model incorporates transaction details such as the Company's stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of January 1,  and December 31, 2011 and 2010, respectively. For 2011, the primary assumptions include projected annual volatility of 120% and holder exercise targets at 150% of exercise price for the Warrants, decreasing as the Warrants approach maturity. The fair value of the derivatives as of December 31, 2011 was estimated to be $154,518. For 2010, the primary assumptions include projected annual volatility of 123% and holder exercise targets at 150% of exercise price for the Warrants, decreasing as the Warrants approach maturity. The fair value of the derivatives as of December 31, 2010 was estimated to be $292,240. The foregoing assumptions are reviewed quarterly and subject to change based primarily on management's assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuation.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are disclosed below and on the balance sheet under derivative liabilities:

	Fair Value Measurement Using
	As of December 31, 2011						As of December 31, 2010
	Carrying Value		Level 3		Total		Carrying Value		Level 3		Total
Warrant Liabilities	$	154,518	$	154,518	$	154,518	$	292,240	$	292,240	$	292,240
Total Derivative Liabilities	$	154,518	$	154,518	$	154,518	$	292,240	$	292,240	$	292,240

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Fair Value Measurements Using Level 3 Inputs
	2011						2010
	Derivative Liabilities			Totals			Derivative Liabilities			Totals
Beginning Balance on January 1,	$	292,240		$	292,240		$	571,864		$	571,864
Total Gains or Losses (realized/unrealized) included in Net Income (Loss)		(137,722	)		(137,722	)		(279,624	)		(279,624	)
Purchases, Issuances and Settlements		-			-			-			-
Transfers in and/or out of Level 3		-			-			-			-
Ending Balance on December 31,	$	154,518		$	154,518		$	292,240		$	292,240

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Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2011

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 7.    Accrued Expenses and Other Current Liabilities.

The following is a summary of accrued expenses and other current liabilities for the years ending December 31:

	2011		2010
Accrued Payroll	$	140,913	$	234,350
Accrued Commissions		104,000		82,012
Accrued Inventory Purchases		53,465		442,855
Accrued Taxes and Other		788,284		417,095
Accrued Insurance		296,312		316,792
Accrued Dividends Payable		-		64,827
Deferred Finance Charge Income		12,129		68,610
Total Accrued Expenses and Other Current Liabilities	$	1,395,103	$	1,626,541

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Financing Instruments

12 Months Ended

Dec. 31, 2011

Financing Instruments [Abstract]

Financing Instruments

Note 8.  Financing Instruments

 (a)           Loan and Security Agreement.  The Company entered into a Loan and Security Agreement with Bank of America, N.A., on August 31, 2010, which became effective when funded by Bank of America, on September 1, 2010, under which Bank of America agreed to loan up to $2,500,000 under a term loan, which matures on August 31, 2012 ("Term Loan") and $10,000,000 under a revolver loan, which matures on August 31, 2013 ("Revolver Loan") (the "Term Loan" and "Revolver Loan" are collectively referred to as "Bank Loans"). The Company granted Bank of America a continuing security interest in and lien upon all property of the Company. On September 1, 2010, the Company initially borrowed $10,576,851 under the Bank Loans, of which $8,076,851 was from the Revolver Loan and $2,500,000 was from the Term Loan. The borrowing was comprised entirely of a Base Rate loan. The Base Rate is for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as determined on such day, plus 1.50%. The Company entered into an amendment dated May 11, 2011 to the Bank Loans, under which Bank of America agreed to increase the amount available under the Revolver Loan from up to $10,000,000 to $13,000,000.  The Company has three material debt covenants to comply with: (i) Capital expenditures are limited to $625,000 on an annual basis, (ii) A borrowing base calculation defined as an amount determined by a detailed calculation equal to 85% of eligible accounts receivable, plus 55% of eligible inventory cannot be exceeded (“Borrowing Base”); and (iii) a Fixed Charge Coverage Ratio of at least 1.1 to 1.0. The Company and Lender entered into an amendment dated August 17, 2011 to the Loan Agreement, changing the Availability Reserve to $250,000, and, effective June 30, 2011, the definition of EBITDA to include “non-cash stock-based compensation expense”, and the Fixed Charge Coverage Ratio from 1.1 to 1.0 to 0.8 to 1.0 for June 2011, 0.95 to 1.0 for July 2011, and 1.1 to 1.0 for August 2011 and thereafter. The Company and Lender entered into an amendment dated November 18, 2011 to the Loan Agreement, including a Basic Reserve of $650,000 as part of the Availability Reserve, which Basic Reserve may adjust upward based on a fixed coverage charge ratio formula tested monthly, beginning November 1, 2011 and ending no later than April 30, 2012, and, effective August 31, 2011, changing the fixed charge coverage ratio from 1.1 to 1.0 to 0.95 to 1.0 for August 2011, 0.65 to 1.0 for September 2011, 0.85 to 1.0 for October 2011, 0.70 to 1.0 for November 2011 and December 2011, 0.50 to 1.0 for January 2012 and February 2012, 0.60 to 1.0 for March 2012, 0.85 to 1.0 for April 2012, and 1.1 to 1.0 for May 2012 and thereafter, and Applicable Margin was change on the Base Rate Revolver Loan to 2.25%, LIBOR Revolver Loans to 3.25%, and LIBOR Term Loans to 4.0%. The Company was not initially in compliance with all of the material debt covenants at December 31, 2011. The Company and Lender entered into an amendment dated April 16, 2012 to the Loan Agreement: (a) increasing the Basic Reserve to $1 Million on any day on or after June 30, 2012, (b) allowing an EBITDA deficit of $200,000 for the month of March 2012, and (c) effective December 31, 2011, maintaining a fixed charge coverage ratio, tested monthly as of the date of each calendar month beginning on April 30, 2012 and continuing thereafter (i) with respect to any such test date on or before December 31, 2012, for the period January 1, 2012 through such test date, and (ii) thereafter, for the most recently completed 12 calendar months, of at least the ratio of 0.15 to 1.0 for April 30, 2012, 0.40 to 1.0 for May 31, 2012, 1.1 to 1.0 for June 30, 2012, and 1.1 to 1.0 for July 31, 2012 and thereafter. The Company is required to submit its Borrowing Base calculation to its financing institution daily. If, at any time, the Company's Borrowing Base calculation is less than the amount outstanding under the Revolver Loan, and that amount remains unpaid or is not increased from future Borrowing Base calculations to an amount equal to the balance outstanding under the Revolver Loan at any given time, the financing institution, in its discretion, may accelerate any and all amounts outstanding under the Bank Loans. The Company was in compliance with its debt covenants at December 31, 2011.  A brief summary of certain terms and conditions of the Bank Loans are provided below:

 (i)      Revolver Loan.  The Revolver Loan obligates Bank of America to make revolver loans and to issue letters of credit in an amount up to the $13,000,000 commitment and matures on August 31, 2013.  The proceeds of Revolver Loans shall be used by the Company solely: (a) to satisfy existing debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay obligations in accordance with the agreement; and (d) for working capital and other lawful corporate purposes of the Company. At December 31, 2011, the balance outstanding on the Revolver Loan was $9,133,155 and the weighted-average interest rate was 4.02%; and

 (ii)      Term Loan.  The Term Loan obligated Bank of America to make up to $2,500,000 available to the Company upon closing of the Bank Loans. The Term Loan is personally guaranteed by the Chairman of the Board and majority stockholder ("Guarantee"). Principal of the Term Loan is repaid in monthly installments on the first business day of each month, commencing on October 1, 2010, each such installment to be in an amount equal to 1/24 of the principal balance of the original amount of the Term Loan, until the Term Loan maturity date of August 31, 2012, or earlier based on mandatory prepayment events, on which date all principal, interest and other amounts owing with respect to the Term Loan shall be due and payable in full. Once repaid, no portion of the Term Loan may be reborrowed. The Company may after April 15, 2011 prepay the Term Loan. At December 31, 2011, the balance outstanding on the Term Loan was $937,500 and the interest rate was 4.375%.

 (b)      Warrants.  The Company previously entered into a Revolving Credit and Term Loan Agreement on February 21, 2007 with ComVest, as amended from time to time, under which ComVest agreed to loan up to $9,500,000 under a revolving credit note and $3,000,000 under a convertible term note (both of which matured and paid off in 2010), and Lapolla agreed to issue certain detachable warrants, as amended and increased from time to time (“Warrants”) to ComVest and register the underlying shares issuable under the convertible term note and the Warrants. The detachable and remaining outstanding registered Warrants are for the purchase of an aggregate of 2,500,000 shares of common stock, of which 1,500,000 are exercisable at a price of $.53 per share and 1,000,000 are exercisable at a price of $.65 per share, expire on June 30, 2013, and have an aggregate fair value of $154,518 at December 31, 2011.  The Company determined that no liability was recognizable at December 31, 2010 for registration payment arrangements based on the fact that the Registration Statement was effective at December 31, 2011. See also Note 9 - Derivatives and Fair Value for more information.

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Long Term Debt

12 Months Ended

Dec. 31, 2011

Long Term Debt [Abstract]

Long Term Debt

Note 12.  Long Term Debt.

The following is a summary of long term debt for the years ending December 31:

	2011			2010
Various notes payable on vehicles and equipment, due in monthly installments of $4,303 including   interest, maturing through 2013.	$	71,047		$	115,526
Less: Current Maturities		(44,560	)		(45,464	)
Total Long-Term Debt	$	26,487		$	70,062

Debt Maturity Schedule:
Years Ending December 31,
2012	$	44,560
2013		26,487
Total	$	71,047

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Securities Transactions

12 Months Ended

Dec. 31, 2011

Securities Transactions [Abstract]

Securities Transactions

Note 17.  Securities Transactions.

(a)    During 2011, the Company issued an aggregate of 1,427,916 shares valued at $813,914 for advisory/consulting services. See also Note 13 - Related Party Transactions, Item (a).

(b)    During 2011, the Company exchanged an aggregate of 1,653 shares of its Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, accruing dividends at 10% per annum, to reimburse the principal stockholder of the Company for the aggregate value of the 2,900,000 shares of restricted common stock provided to meet the shares of common stock requirement in an advisory/consulting agreement. The common stock value of $1,653,000 was calculated by taking the 2,900,000 shares of common stock times the closing price of the Company's common stock of $.57 per share on the transaction date. See also Note 13 - Related Party Transactions, Item (b).

(c)    During 2011, the Company issued to the principal stockholder of the Company an aggregate of 315 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, in exchange for cancellation of an aggregate of $315,000 of indebtedness in the form of accrued Series D Preferred Stock accrued dividends outstanding and due to the principal stockholder on such date. See also Note 13 - Related Party Transactions, Item (c).

(d)    During 2011, the Company exchanged an aggregate of 23,117,493 shares of its common stock, par value $.01 per share, at a value per share equal to the closing price of the common stock of $.33 per share on the transaction date, or $7,628,773, in exchange for 7,210 shares of Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, owned by the principal stockholder of the Company valued at $7,210,000 and Series D Preferred Stock accrued dividends outstanding and due to the principal stockholder on such date, totaling $7,628,773. See also Note 13 - Related Party Transactions, Item (f).

(e)    During 2011, the Company issued 695,704 shares of its common stock, par value $.01, to a director under an anti-dilution provision in an advisory/consulting agreement, which transaction was valued and recorded at $229,582. See also Note 13 - Related Party Transactions, Item (g).

(f)     During 2011, the Company issued an aggregate of 160,000 shares of its common stock for continuing Board of Directors services under the Director Plan, which transaction was valued and recorded at $104,000.  See also Note 13 - Related Party Transactions, Item (j).

(g)    During 2010, the Company accepted the voluntary redemption of an aggregate of 100 shares of Series D Preferred Stock, par value $1.00, at the stated value of $1,000 per share, from a director, for an aggregate of $100,000 in cash. See also Note 13 - Related Party Transactions, Item (k).

(h)    During 2010, the Company issued an aggregate of 1,426 shares of Series D Preferred Stock, par value $1.00 per share, to a director in exchange for cancellation of $18,800 in loans payable - related party, $200 in accrued interest, and $1,406,670 in accrued preferred stock dividends, at $1,000 stated value per share. See also Note 13 - Related Party Transactions, Items (m) and (q).

(i)     During 2010, the Company issued an aggregate of 19,600,573 shares of restricted common stock, par value $.01 per share, to a director in exchange for $10,000,000 of Series D Preferred Stock and cancellation of $388,304 of accrued preferred stock dividends. See also Note 13 - Related Party Transactions, Item (s).

(j)     During 2010, the Company issued an aggregate of 160,000 shares of restricted common stock to non-employee directors pursuant to a Director Share Based Compensation Program. See also Note 13 - Related Party Transactions, Item (h).

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STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (USD $)	Series D Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated (Deficit) [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2009	$ 13,916	$ 639,448	$ 81,802,159	$ (78,688,711)	$ (3,593)	$ 3,763,219
Balance (in shares) at Dec. 31, 2009	13,916	63,944,803
Comprehensive Income (Loss), Net of Tax:
Net Income (Loss)	0	0	0	2,101,064	0	(2,101,064)
Currency Translation (Loss)	0	0	0	0	(22,575)	(22,575)
Comprehensive Income (Loss)	0	0	0	0	0	2,078,489
Issuance of Common Stock	0	1,600	(1,600)	0	0	0
Issuance of Common Stock (in shares)		160,000
Conversion of Preferred Dividends to Preferred Stock	1,407	0	1,405,263	0	0	1,406,670
Conversion of Preferred Dividends to Preferred Stock (in shares)	1,407
Conversion of Loan Payable - Related Party to Preferred Stock	19	0	181	0	0	200
Conversion of Loan Payable - Related Party to Preferred Stock (in shares)	19
Exchange of Preferred Stock for Common Stock	(10,000)	196,006	202,299	0	0	388,304
Exchange of Preferred Stock for Common Stock (in shares)	(10,000)	19,600,573
Voluntary Redemption of Preferred Stock	(100)	0	(99,900)	0	0	(100,000)
Voluntary Redemption of Preferred Stock (in shares)	(100)
Share-Based Compensation Expense	0	0	100,831	0	0	100,831
Preferred Stock Accrued Dividends and Other Adjustments	0	0	(1,328,133)	0	0	(1,328,133)
Balance at Dec. 31, 2010	5,242	837,054	82,081,100	(76,587,648)	(26,168)	6,309,580
Balance (in shares) at Dec. 31, 2010	5,242	83,705,376
Comprehensive Income (Loss), Net of Tax:
Net Income (Loss)	0	0	0	(3,506,289)	0	(3,506,290)
Currency Translation (Loss)	0	0	0	0	(91,507)	(91,507)
Comprehensive Income (Loss)	0	0	0	0	0	(3,597,796)
Issuance of Common Stock		22,836	(22,836)	0	0	0
Issuance of Common Stock (in shares)		2,283,575
Issuance of Preferred Stock	315	0	314,685	0	0	315,000
Issuance of Preferred Stock (in shares)	315
Exchange of Common Stock and to Preferred Stock	1,653	(29,000)	27,347	0	0	0
Exchange of Common Stock and to Preferred Stock (in shares)	1,653	(2,900,000)
Exchange of Preferred Stock and Preferred Dividends for Common Stock	(7,210)	231,175	194,808	0	0	418,773
Exchange of Preferred Stock and Preferred Dividends for Common Stock (in shares)	(7,210)	23,117,493
Share-Based Compensation Expense	0	0	1,293,214	0	0	1,293,214
Preferred Stock Accrued Dividends and Other Adjustments	0	0	(668,945)	0	0	(668,945)
Balance at Dec. 31, 2011	$ 0	$ 1,062,065	$ 83,219,373	$ (80,093,937)	$ (117,675)	$ 4,069,826
Balance (in shares) at Dec. 31, 2011		106,206,444

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 4.    Property, Plant and Equipment.

The following is a summary of property, plant and equipment for the years ending December 31:

	2011			2010			Estimated Useful Life
Vehicles	$	873,391		$	872,993		5 Years
Leasehold Improvements		256,401			176,426		13 – 15 Years
Office Furniture and Equipment		324,979			266,788		3 – 7 Years
Computers and Software		1,109,671			861,765		3 – 5 Years
Machinery and Equipment		2,466,777			2,362,827		3 – 20 Years
Plant Construction in Progress		-			83,667
Total Property, Plant and Equipment	$	5,031,219		$	4,624,466
Less: Accumulated Depreciation		(2,585,611	)		(2,077,318	)
Total Property, Plant and Equipment, Net	$	2,445,608		$	2,547,148

Depreciation expense was $556,409 and $481,894 for the years ended 2011 and 2010, of which $259,806 and $170,407 were included in cost of sales for 2011 and 2010, respectively.

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Net Income (Loss) Per Common Share Basic and Diluted

12 Months Ended

Dec. 31, 2011

Net Income (Loss) Per Common Share - Basic and Diluted [Abstract]

Net Income (Loss) Per Common Share - Basic and Diluted

Note 16. Net Income (Loss) Per Common Share – Basic and Diluted.

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Common stock equivalents were taken into consideration in calculating diluted net income per common share for the year ended December 31, 2010. Common stock equivalents were not considered in calculating diluted net loss per common share for the year ended December 31, 2011 as their effect would be anti-dilutive. The computation of the Company's basic and diluted earnings per share for the year ended:

	2011			2010
Net income (loss) available to common shareholders (A)	$	(4,175,235	)	$	772,934
Weighted average common shares outstanding (B)		81,243,262			66,649,323
Dilutive effect of employee equity incentive plans		-			481,891
Dilutive effect of warrants		-			25,486
Weighted average common shares outstanding, assuming dilution (C)		83,181,839			67,156,700
Basic earnings per common share (A)/(B)	$	0.05		$	0.01
Diluted earnings per common share (A)/(C)	$	0.015		$	0.01

For 2011, a total of 7,439,999 shares of common stock were excluded from the calculation of diluted earnings per common share, of which: (a) 2,500,000 shares were for outstanding warrants, all of which warrants had an exercise price greater than the market value of the common share as of the periods then ended (“out-of-the-money”), and (b) 4,939,999 shares were for outstanding and vested stock options, of which 550,000 shares were for in-the-money vested and exercisable stock options, 2,086,248 shares were for stock options had an exercise price less than or equal to the market value of the common share as of the period then ended (“in-the-money”) vested and exercisable stock options, and 2,303,751 shares were for vested and un-exercisable stock options. Outstanding in-the-money warrants and stock options could be included in the calculation in the future if the Company reports a profit and out-of-the money warrants and stock options could be included in the calculation in the future if the market value of the Company's common shares increases and is greater than the exercise price, the Company reports a profit, and the exercisability restrictions are met.

For 2010, a total of 4,578,266 shares of common stock were excluded from the calculation of diluted earnings per common share, of which: (a) 1,000,000 shares were for outstanding out-of-the-money warrants, and (b) 3,578,266 shares were for outstanding and vested stock options, of which 1,186,875 shares were for out-of-the-money vested and exercisable stock options and ; and because , of which: (a) 2,391,391 shares were for vested and un-exercisable stock options. Outstanding out-of-the money warrants and stock options could be included in the calculation in the future if the market value of the Company's common shares increases and is greater than the exercise price, the Company reports a profit, and the exercisability restrictions are met or removed.