MIKROS SYSTEMS CORP - FORM 10-K

Attached files

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EX-31.1 - EXHIBIT 31.1 - MIKROS SYSTEMS CORP	ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - MIKROS SYSTEMS CORP	ex32-1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to_____.

Commission file number: 000-14801

MIKROS SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	14-1598200
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

707 Alexander Road, Suite 208, Princeton, New Jersey 08540

(Address of Principal Executive Offices) (Zip Code)

609-987-1513

Registrant’s Telephone Number, including area code:

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

None

Securities Registered Pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Indicate by check mark if disclosure of delinquent filers in response 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. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by non affiliates of the registrant as of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sales price of the issuer’s common stock as reported on the OTCBB was $4,945,714. Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.

As of March 29, 2010, 31,766,753 shares of the registrant's common stock were outstanding.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business	4

Item 1A.	Risk Factors	9

Item 2.	Properties.	13

Item 3.	Legal Proceedings	13

PART II		13

Item 4.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13

Item 6.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	15

Item 7.	Financial Statements and Supplementary Data	20

Item 8.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	20

Item 8A(T)	Controls and Procedures	20

Item 8B.	Other Information	21

PART III		21

Item 9.	Directors, Executive Officers and Corporate Governance	21

Item 10.	Executive Compensation	25

Item 11.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28

Item 12.	Certain Relationships and Related Transactions, and Director Independence	35

Item 13.	Principal Accountant Fees and Services	36

Item 14.	Exhibits and Financial Statement Schedules	37

PART I

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objective of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation there on or similar terminology or expressions.

We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: changes in business conditions, a decline or redirection of the U.S. defense budget, the termination of any contracts with the U.S. Government, changes in our sales strategy and product development plans, changes in the marketplace, continued services of our executive management team, our limited marketing experience, competition between us and other companies seeking Small Business Innovation Research grants, competitive pricing pressures, market acceptance of our products under development, delays in the development of products, and statements of assumption underlying any of the foregoing, as well as other factors set forth under “Item 1A. Risk Factors” beginning on page 3 of this report and “Item 6 - Management’s Discussions and Analysis of Financial Condition and Results of Operation” below.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we assume no duty to update or revise our forward-looking statements based on changes in internal estimates, expectations, or otherwise.

ITEM 1. BUSINESS.

Mikros Systems Corporation (“Mikros,” the “Company,” “we” or “us”) was incorporated in the State of Delaware in June 1978. We are an advanced technology company specializing in the research and development of electronic systems technology primarily for military applications. Classified by the U.S. Department of Defense (DoD) as a small business, our capabilities include technology management, electronic systems engineering and integration, radar systems engineering, combat/command, control, communications, computers and intelligence (C4I) systems engineering, and communications engineering.

History of the Company

Founded in Albany, New York, Mikros was formed to leverage the microprocessor advancements coming out of the nearby General Electric Research and Development Center into state-of-the-art digital signal processing applications for the defense industry. We specialized in developing technology and products advancing the state of military RF (radio frequency or wireless) and underwater data communications. Through several U.S. Small Business Innovation Research (SBIR) awards in the early 1990s, we developed and fielded the AN/USQ-120 Multi-Frequency Link-11 Data Terminal Set still in use today by the U.S. Navy.

In the mid 1990s, we began shifting our core business area away from military communication applications to the rapidly expanding commercial wireless communications arena. Our advanced Digital Signal Processing (DSP) technology base and core competencies enabled us to develop unique, proprietary technology, high-speed data broadcasting techniques utilizing the commercial AM and FM radio spectrum. In 1998, we sold our military communications business to an unrelated third party.

Due to expanding cellular and satellite communications technologies, market demand for commercial wireless data broadcasting (one-way communication) applications never fully materialized. Upon expiration of our non-compete restrictions imposed by the 1998 sale of our military communications business, we shifted our focus back to research and development for military electronic systems. In 2002, we began developing SBIR initiated technology products within our areas of expertise, and remain committed to this strategic approach today.

Adaptive Diagnostic Electronic Portable Testset (ADEPT®)

Originally designated as the Multiple Function Distributed Test and Analysis Tool (MFDAT), the Adaptive Diagnostic Electronic Portable TestSet (ADEPT®) began as an SBIR investigation in 2002. Additional ADEPT development was completed through a series of SBIR grants and contracts. ADEPT is an automated maintenance workstation designed to significantly reduce the man-hours required to align the AN/SPY-1 Radar System aboard U.S. Navy AEGIS cruisers and destroyers, while optimizing system performance and readiness. ADEPT represents a new approach to Navy shipboard maintenance, integrating modular instrumentation cards in a rugged enclosure with an onboard computer, input and output devices, networking hardware, removable hard drives, and a touch screen display. A custom software application provides the user interface and integrates the hardware with a database that stores user information, instrument readings, maintenance requirements, and training aids. ADEPT is designed to be adapted to other complex shipboard systems, and to provide integrated distance support capabilities for remote diagnostics and troubleshooting by shore-based Navy experts.

Key anticipated benefits of ADEPT include:

Distance support capable enabling “expert” remote (shore-based) system support and fleet-wide system analysis;

Reduction in the amount of electronic test equipment required for organizational level support; and

Modular and programmable to overcome current test equipment obsolescence issues and to support capability enhancements in future systems.

ADEPT is being provided to the Navy’s Cruisers (CGs) and Destroyers (DDGs), through the US Navy’s Cruiser and Destroyer modernization program. On September 29, 2008, we were awarded an $800,000 modification to our contract with Naval Air Warfare Center Port Hueneme Division for eight ADEPT LRIP units and additional logistics development work. The logistics effort includes development of fielding support and calibration plans required for widespread use of ADEPT aboard U.S. Navy ships. In April 2009, we received a $450,000 contract award for four ADEPT V2 systems which were delivered to the USS Mobile Bay (CG-53) and the USS Philippine Sea (CG-58) in December 2009.

In October 2009, we were awarded a contract by Technology Service Corporation (TSC) to provide project management and engineering support for the Common Digital Sensor Architecture (CDSA) project and new acquisition radar programs. This contract also provides for continuation of pre-production engineering tasks in support of the Adaptive Diagnostic Electronic Portable Testset (ADEPT).

The goal for ADEPT has been to obtain a multi-year Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract for production, engineering, and logistics support. On March 19, 2010, we were awarded and entered into an IDIQ contract with the Naval Surface Warfare Center. The contract is for a term of five years and provides for the purchase and sale of up to $26 million of ADEPT units and related support. An initial delivery order for 27 ADEPT units valued at $2,300,000 was awarded on March 22, 2010. We expect additional delivery orders during the five year term of the contract. It should be noted that contracting with the Federal Government is a lengthy and complex process and that many factors could materialize that would negatively impact our ability to secure future ADEPT orders.

Wireless Local Area Network Systems

Since June 2004, we have been working with the Office of Naval Research regarding emerging Wireless Local Area Network systems (WLANs) and DoD radar systems to, among other things, evaluate and quantify the potential improvements which may be afforded by selected mitigation techniques. We continue to perform contracts in connection with this project and are working closely with engineers from the NAWCWD. The technical objective of this effort is to develop simulation models that can be used to predict the performance of data links in a jamming environment.

Radar Wireless Spectral Efficiency (RWSE)

From May 2006 through June 2009, we were involved in research and development under the SBIR topic entitled RWSE, which is focused on the real world implications of incorporating wireless networks into the aircraft carrier (CVN platform) environment. The overall technical objective is to facilitate the introduction of commercial wireless communication systems, e.g. Wi-Fi, onto U.S. Navy ships through the: (1) identification and testing of potential own-ship electromagnetic interference (EMI) issues; (2) development and testing of viable mitigation technologies to overcome adverse EMI effects; and (3) development of a CVN Wi-Fi network planning tool to support networking within a highly reconfigurable shipboard environment. This project was initially for the CVN platform, but is expected to eventually be applicable to other U.S. Navy ships.

Additional Contracts and Recent Developments

In October 2007, we were awarded an SBIR Phase I contract through the U.S. Navy Space and Naval Warfare Systems Command ( SPAWAR ) . This $100,000 effort titled “Small Buoy for Energy Harvesting” will collaborate in the design and development of a miniaturized, self-powered ocean buoy which can be deployed at sea for extended periods to support various on-board payload packages, such as network communications nodes. This communication package is designed to allow submarines to communicate with the Battle Group while operating at speed and depth. This contract was structured as a base effort worth $70,000 and an option worth $30,000. The option was exercised on October 30, 2008, and we are pursuing an SBIR Phase II follow-on contract with this customer. If awarded, we could receive $750,000 or more to further develop this technology.

In February 2009, we were awarded a $68,000 production support contract on the Navy’s Next Generation Command and Control Processor (NGC2P) program by Northrop Grumman Corporation. The NGC2P system is a tactical data link (TDL) communications processor which provides warfighters with critical real-time information during combat operations. We anticipate future work with Northrop Grumman in areas associated with our expertise in electronic systems development and wireless technologies.

In February 2009, we were awarded a $10,000 subcontract from Gnostech, Inc of Warminster, Pennsylvania for engineering services in support of Gnostech’s program entitled "GPS Scenario Development and Test Support for both Electronic Protection and Electronic Attack Threat Environment."

In April 2009, we were awarded a $22,000 purchase order from Ocean Power Technologies, Inc. (OPT), to support proposal development for the Littoral Expeditionary Autonomous Power Buoy system for the U.S. Navy’s NUWC Keyport Program Office. As a direct result of this effort, in October 2009, OPT was awarded a prime contract for the first year of a proposed four-year program to develop and deploy a Vessel Detection System based on the Littoral Expeditionary Autonomous Power Buoy (LEAP) technology. In turn, OPT awarded us a $275,000 subcontract for the first year. The LEAP system is designed for persistent littoral surveillance applications, and combines the OPT PowerBuoy technology with advanced multistatic radar and data fusion capabilities originally developed at the Rutgers University Institute of Marine and Coastal Sciences. We will provide system architecture, design and integration support for the program.

In May 2009, we were awarded a $45,000 contract by the Navy to continue wireless network design studies for the new CVN-78 aircraft carrier USS Gerald R. Ford. This program is a follow-on to work we performed in 2008 on network modeling and simulation for the Navy's PMW 750 Carrier Integration group.

In June 2009, we were awarded a $225,000 contract by DRS C3 Systems of Gaithersburg, Maryland to develop interface definitions for distance support applications in the Common Digital Sensor Architecture (CDSA) program. The CDSA Program will provide a common computing platform for above water sensors and will reduce the knowledge and skills required to operate and maintain the sensor systems, as well as improve the quality, quantity, and compatibility of collected field data. This work is an extension of the distance support experience that we gained under Adaptive Diagnostic Electronic Portable Testset (ADEPT) development contracts with the US Navy.

In December 2009, we were awarded a new U.S. Navy contract to develop Network Vulnerability to Electronic Attack (NVEA) analysis and simulation software for the Naval Air Warfare Center, Weapons Division (NAWCWD). The new contract extends support for the network analysis work we started under previous contracts, and is valued at $750,000 over two years. The NVEA development will support emerging Navy requirements for Mission Based Test Design (MBTD). The Navy hopes to prove that mission-based evaluation will reduce costs and technical risks by introducing operational testing earlier in development programs, and will extend the service life of Naval assets by combining modeling and simulation with laboratory hardware-in-the-loop and a minimum number of operational units. The NVEA tool will model electronic threats to modern tactical data links, which are an essential component of net-centric warfare (NCW). NVEA will be implemented as a core library of modeling constructs and analytical functions that will be used in several applications. Warfare analysts and system engineers will use NVEA to realistically model the effect of jamming on mission performance. Mission planners will use NVEA to determine staging areas, ISR placement, attack routes, and tactics to minimize the effect of enemy communications jamming.

Key Performance Indicator

As substantially all of our revenue is derived from SBIR contracts with the Federal Government, our key performance indicator is the dollar volume of contracts awarded to us. Increases in the number and value of contracts awarded will generally result in increased revenues in future periods and assuming relatively stable variable costs associated with our fulfilling such contracts, increased profits in future periods. The timing of such awards is uncertain as we sell to federal government agencies where the process of obtaining such awards can be lengthy and at times uncertain.

Competition in the SBIR arena is intense, and we compete against numerous small businesses for SBIR awards. We believe that the primary competitive factors in obtaining SBIR contracts are technical expertise, prior relevant experience, and cost. Our history of completing projects in a timely and efficient manner as well as the experience of our management and technical personnel position us well to compete for future SBIR grants.

Corporate Growth & Strategy

Our strategy for continued growth is three-fold. First, we expect to continue expanding our technology base, backlog and revenue by continuing our active participation in the DoD SBIR program and bidding on projects that fall within our areas of expertise. These areas include electronic systems engineering and integration, radar systems engineering, combat/C4I (Command, Control, Communications, Computers & Intelligence) systems engineering, and communications engineering. We believe that we can utilize the intellectual property developed under our various SBIR awards to develop proprietary products, such as the ADEPT described above, with broad appeal in both the government and commercial marketplace. This state-of-the-art test equipment can be used by many commercial and governmental customers, such as the FAA, radio and television stations, cell phone stations, and airlines. Second, we will continue to pursue SBIR projects with the Department of Homeland Security, the U.S. Navy, and other government agencies. Third, we believe that through our marketing of products such as ADEPT we will develop key relationships with prime defense system contractors. Our strategy is to develop these relationships into longer-term, key subcontractor roles on future major defense programs awarded to these prime contractors.

Our primary strategic focus is to continue to: (i) establish ourselves as a premium provider of research and development and product development services to the defense industry; and (ii) grow our business, generate profits and increase our cash reserves through obtaining additional SBIR contracts and positioning ourselves to obtain future SBIR contracts. From an operational prospective, during the past two years, we have expended substantial resources to capitalize on the Navy modernization program in order to generate sales of our ADEPT product for placement on destroyers, cruisers and additional U.S. Navy ships, and submarines. These efforts resulted in the award of the $26,000,000 IDIQ contract with the US Navy described above. Our primary operational focus going forward will be to generate delivery orders under this contract

Over the longer term, we expect to further develop technology based on existing and additional SBIR contracts and to develop these technologies into products for wide deployment to DoD customers and contractors as well as developing potential commercial applications. For example, we recently entered into a memorandum of understanding with a global provider of telecommunications equipment and related services pursuant to which we will assist the global provider in marketing its products to the DoD.

Competition

Competition in the SBIR arena is intense, and we compete against numerous small businesses for SBIR awards. In our general business area of electronic defense systems and products, we also compete against many larger companies which have greater financial and human resources than we do. We believe that the primary competitive factors in obtaining SBIR contracts are technical expertise, prior relevant experience, and cost. Our history of completing projects in a timely and efficient manner and the experience of our management and technical personnel positions us well to compete for future SBIR grants.

Intellectual Property

We have two patents covering digital signal processing technology and our base scheme of implementing Link-11. We have also developed and continue to develop intellectual property (technology and data) under our SBIR contracts. Our request for a trademark for the product name “ADEPT” has been approved by the U.S. Patent and Trademark Office, and ADEPT® is now a registered trademark.

Under SBIR data rights, we are protected from unauthorized use of SBIR-developed technology and data for a period of five years after acceptance of all items to be delivered under a particular SBIR contract or any follow-on contract.

Customer Concentration; Dependence on Federal Government

Substantially all of our revenue is derived from SBIR contracts for the Federal Government. Although our operations are not subject to any particular government approval or regulations, we are dependent upon funding being made available to the Department of Defense in amounts sufficient to cover the SBIR grants that we compete for.

Research and Development

We specialize in the development of electronic systems technology primarily for military applications. All of our research and development costs in 2009 and 2008 were for the benefit of our customers, agencies of the Federal Government. The customer-sponsored research and development projects are performed under contracts and are accounted for as contract costs as the work is performed. In future periods, we may engage in company-sponsored research and development projects which would be expensed as incurred.

Employees

As of December 31, 2009, we had ten full-time employees and one part-time employee working at our Fort Washington, Pennsylvania, Research & Development Center. None of the employees belong to a labor union. We believe relations with our employees are satisfactory. We also use the services of subcontractors and/or consultants as necessary to aid in software and hardware development and for the manufacture of products.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors in addition to other information in this Annual Report on Form 10-K before purchasing our common stock. The risks and uncertainties described below are those that we currently deem to be material and that we believe are specific to our company and our industry. In addition to these risks, our business may be subject to risks currently unknown to us. If any of these or other risks actually occurs, our business may be adversely affected, the trading price of our common stock may decline and you may lose all or part of your investment.

RISKS ASSOCIATED WITH OUR BUSINESS AND OR INDUSTRY

We have a history of operating losses. Although we had net income of $31,777 for the year ended December 31, 2009 and a working capital surplus of $597,272, we still had an accumulated deficit of $11,281,018 at December 31, 2009.

A decline in or a redirection of the U.S. defense budget could result in a material decrease in our sales, earnings and cash flows. Our government contracts are primarily dependent upon the U.S. defense budget. We, as well as other defense contractors, have benefited from increased overall DoD spending over recent years. However, future DoD budgets could be negatively affected by several factors, including events we cannot foresee, U.S. Government budget deficits, current or future economic conditions, new administration priorities, U.S. national security strategies, a change in spending priorities, the cost of sustaining U.S. military and related security operations in Iraq and Afghanistan and other locales around the world where U.S. military support may be pivotal, and other related exigencies and contingencies. While we are unable to predict the impact and outcome of these uncertainties, the effect of changes in these DoD imperatives could cause the DoD budget to remain unchanged or to decline (or even to increase). A decline in or redirection of U.S. military expenditures in the future could result in a decrease to our earnings and cash flows.

We rely predominantly on U.S. Government entities, and the loss of our contracts could have a material adverse effect on our results of operations and cash flows. Our earnings are predominantly derived from contracts with agencies of the U.S. Government. The loss of any of our contracts with the U.S. Government could have a material adverse effect on our results of operations and cash flows.

In addition, future financial results may be adversely affected by:

curtailment of the U.S. Government’s use of technology or other services and products providers, including curtailment due to government budget reductions and related fiscal matters;

developments in Iraq, Afghanistan or other geopolitical developments that affect demand for our products and services;

our ability to hire and retain personnel to meet increasing demand for our services; and

technological developments that impact purchasing decisions or our competitive position.

We may experience variability in our quarterly operating results. Our revenue, gross profit, operating income and net income may vary from quarter to quarter due to a number of factors. Many factors, some of which are not within our control, may contribute to fluctuations in operating results. These factors include the following:

market acceptance of our new products;

budgetary constraints of the federal government;

new product and service introductions by our competitors or us;

our employment patterns;

market factors affecting the availability or costs of qualified technical personnel;

timing and customer acceptance of our new product and service offerings;

length of sales cycle; and

industry and general economic conditions.

Our success depends on the services of our senior management and our ability to hire and retain additional skilled personnel. The future success of our company depends on the personal efforts and abilities of the members of our senior management team to provide strategic direction, develop business, manage operations and maintain a cohesive and stable environment. Specifically, we are dependent upon Thomas J. Meaney, President and Chief Executive Officer, Walter T. Bristow, Vice President of Engineering, Marc Dalby, Vice President of Business Development and Operations, and Henry Silcock, Chief Technology Officer. We do not have employment agreements with any key personnel. Furthermore, our performance also depends on our ability to attract and retain management and qualified professional and technical operating staff. Competition for these skilled personnel is intense. The loss of services of any key executive, or inability to continue to attract and retain qualified technical staff, could have a material adverse effect on our business, results of operations and financial condition. We do not maintain any key employee insurance on any of our executives.

The demand for our products is subject to rapid technological change. The demand for our products and planned products is characterized by rapid changes in technology, including the potential introduction of new types of wireless communications and digital signal processor technologies which could have a material adverse impact on our business. Our future success will depend in part on our ability to continually enhance our current technology and to develop or acquire new ideas that address the needs of the defense industry and other potential users. There can be no assurance that we will be successful in developing new products or procedures that respond to technological changes. There can be no assurance that research and development by competitors will not render our technology obsolete or uncompetitive. In addition, in a technology-based industry, there can be no assurance that a claim of patent or other infringement will not be made against us. While we are not aware of any such claims, no infringement studies have been conducted on our behalf.

Our industry is highly competitive. High technology applications such as those being developed by us often require large investments of both money and talent. Many large entities with greater financial, technical and human resources than us are currently investing heavily in products and services that compete directly with our services and underlying products. There is no assurance that our offerings can be successfully marketed against such competition. In addition, being first in the market with new high technology is a critical factor in a company’s success in the market. There is no assurance that we will be able to introduce new offerings to the market before any of our competitors. As the markets in which we compete mature and new and existing companies compete for customers, price competition is likely to intensify, and such price competition could adversely affect our results of operations.

Our government contracts contain unfavorable termination provisions and are subject to audit and modification. If a termination right is exercised by the government, it could have a material adverse effect on our business, financial condition and results of operations. Companies engaged primarily in supplying defense-related equipment and services to U.S. Government agencies are subject to certain business risks peculiar to the defense industry. These risks include the ability of the U.S. Government to unilaterally:

suspend us from receiving new contracts;

terminate existing contracts;

reduce the value of existing contracts; and

audit our contract-related costs and fees, including allocated indirect costs.

All of our U.S. Government contracts can be terminated by the U.S. Government either for its convenience or if we default by failing to perform under the contract. Termination for convenience provisions provide only for our recovery of costs incurred or committed settlement expenses and profit on the work completed prior to termination. Termination for default provisions provide for the contractor to be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source.

We rely on third-party contractors for certain engineering services that may be difficult to replace. We currently provide a portion of our engineering services through third-party contractors such as DRS Technologies, Inc. These services may not continue to be available on commercially reasonable terms, if at all. Services that are not immediately replaceable would need to be internally developed, which could strain existing engineering personnel and require us to spend substantial time and resources to retain additional personnel or third-party contractors. The loss or inability to maintain any of these engineering service providers could result in delays in the development of our products and services until equivalent services, if available, are identified, developed, and integrated, which could harm our business.

We have limited operating history in providing commercial wireless applications. Historically, we developed and sold technology and products for military applications, primarily to the U.S. Navy. We may in the future develop commercial wireless products and applications that would perform different functions than our historic products, and would be targeted at an entirely different customer base. Because we have not previously operated as a provider of commercial wireless products, we have no basis to evaluate our ability to develop, market and sell such products. Our ability to commercialize any products or services and generate operating profits and positive operating cash flow will depend principally upon our ability to:

develop and manufacture commercially attractive products;

attract and retain an adequate number of customers;

enter new markets and compete successfully in them;

manage operating expenses;

raise any necessary capital; and

attract and retain qualified personnel.

RISKS RELATED TO OUR COMMON STOCK

We may issue additional shares of our capital stock that could dilute the value of your shares. Our outstanding securities include shares of convertible preferred stock and options to purchase common stock. During the respective terms of the options, and while the preferred stock is outstanding, the holders thereof are given an opportunity to profit from a rise in the market price of our common stock, causing a dilution of the interests of existing stockholders. Thus, the terms on which we may obtain additional financing during that period may be adversely affected. The holders of preferred stock and options may exercise their respective rights to acquire our common stock at a time when we could be seeking to raise additional capital through sales of securities on terms more favorable than those being offered by us to new investors. In the event that such holders exercise their rights to acquire shares of our common stock at such time, the net tangible book value per share of our common stock will be subject to dilution.

Future sales of our securities by existing stockholders could adversely affect the market price of our common stock. Future sales of shares by existing stockholders under Rule 144 of the Securities Act of 1933 or through the exercise of outstanding options or otherwise could have a negative impact on the market price of our common stock.

We are unable to estimate the number of shares that may be sold under Rule 144 because such sales depend on the market price for our common stock, the personal circumstances of the sellers and a variety of other factors. Any sale of substantial amounts of our common stock in the open market may adversely affect the market price of our common stock and may adversely affect our ability to obtain future financing in the capital markets.

Penny Stock Rules. Our common stock currently trades on the OTC Bulletin Board. Since our common stock continues to trade below $5.00 per share, our common stock is considered a “penny stock” and is subject to SEC rules and regulations which impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

We have never paid dividends on our common stock and we do not anticipate paying dividends in the foreseeable future. We have never paid cash dividends on our common stock. Any payment of cash dividends in the future will depend upon our earnings (if any), financial condition and capital requirements. We do not anticipate paying dividends in the foreseeable future. In addition, we have executed certain loan agreements, which prohibit the payment of a dividend on our common stock as long as such agreements are in place. Accordingly, any potential investor who anticipates the need for current dividends from its investment should not purchase any of our securities.

Our common stock is thinly traded and the price of our common stock may experience price volatility. Our common stock currently is traded over-the-counter on the OTC Bulletin Board. There can be no assurance that an active market for our shares will develop or, if developed, will be sustained. Absent a public trading market, an investor may be unable to liquidate its investment. We believe that factors such as the announcements of the availability of new services and new contracts by us or our competitors, quarterly fluctuations in our financial results and general conditions in the communications industry could cause the price of our common stock to fluctuate substantially. If stockholders seek to sell their shares in a thinly traded stock, it may be difficult to obtain the price desired. In addition, stock markets have experienced extreme price volatility in recent years. This volatility has had a substantial effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of the specific companies.

Our share ownership is highly concentrated. Our directors, officers and principal stockholders, and certain of their affiliates, beneficially own approximately 22.5% of our common stock and will continue to have significant influence over the outcome of all matters submitted to the stockholders for approval, including the election of our directors. In addition, such influence by management could have the effect of discouraging others from attempting to take control of us, thereby increasing the likelihood that the market price of our common stock will not reflect a premium for control.

We have adopted certain anti-takeover provisions. We are authorized to issue 4,040,000 shares of preferred stock, which may be issued by our board of directors on such terms, and with such rights, preferences and designations as the board may determine. Issuance of such preferred stock, depending upon the rights, preferences and designations thereof, may have the effect of delaying, deterring or preventing a change in control of our company. The existing 2,052,433 shares of issued and outstanding preferred stock have certain rights and preferences, including dividend and liquidation preferences, which also may have the effect of delaying, deterring or preventing a change in control of us. In addition, certain “anti-takeover” provisions of the Delaware General Corporation Law (the “DGCL”), among other things, restrict the ability of stockholders to effect a merger or business combination or obtain control of the Company, and may be considered disadvantageous by a stockholder.

Corporate governance requirements are likely to increase our costs and make it more difficult to attract and retain qualified directors. We are subject to the Sarbanes-Oxley Act of 2002, as well as rules adopted pursuant to that legislation by the SEC. We expect that these and other new laws, rules and regulations will continue to increase our legal and financial compliance costs and place a significant burden on management. We also expect that new regulatory requirements will make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur significantly higher premium costs to obtain coverage. These new requirements are also likely to make it more difficult for us to attract and retain qualified individuals to serve as members of our board of directors or committees of the board, particularly the audit committee. In addition, starting with our fiscal year ended December 31, 2007, we became subject to the requirements of Section 404 of the Sarbanes-Oxley Act which requires us to make annual assessments of our internal control over financial reporting and starting with our fiscal year ending December 31, 2010 to file an attestation of this assessment by our independent registered public accountants, unless extended by the SEC. To date, we have taken required actions with respect to compliance with the attestation requirement under Section 404. We engaged an outside consulting firm to assist in our efforts to comply with Section 404. Any failure to improve our internal accounting controls or other problems with our control systems could result in delays or inaccuracies in reporting financial information or non-compliance with SEC reporting and other regulatory requirements, any of which could adversely affect our business and stock price.

ITEM 2. PROPERTIES.

Our principal executive offices are located at 707 Alexander Road, Building 2, Suite 208, Princeton, New Jersey 08540-6331. Our engineering research, design and development facility is located at 220 Commerce Drive, Suite 300, Fort Washington, Pennsylvania 19034, where we lease approximately 2,513 square feet of general office space under a lease agreement that terminates in November 2010. We maintain a marketing office at Three Crystal Park, 2231 Crystal Drive, Suite 1005, Arlington, Virginia. Since February 1, 2009, we have also maintained a facility at 8076 114th Ave N., Largo, Florida 33777 which will support production of our Advanced Diagnostic Electronic Portable Testset (ADEPT) product line and quality assurance, field support, and life cycle management. We believe that our office space is adequate to support our current and anticipated operations over the next 12 months.

ITEM 3. LEGAL PROCEEDINGS.

None.

PART II

ITEM 4. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the OTC Bulletin Board under the trading symbol “MKRS.OB”. The following table sets forth the range of high and low bid prices of our common stock for the periods indicated as reported by the OTC Bulletin Board. The quoted prices represent only prices between dealers on each trading day as submitted from time to time by certain of the securities dealers wishing to trade in our common stock, do not reflect retail mark-ups, mark-downs or commissions, and may differ substantially from prices in actual transactions.

	Bid
	High		Low
2009
First Quarter	$	0.27	$	0.15
Second Quarter		0.35		0.19
Third Quarter		0.31		0.19
Fourth Quarter		0.39		0.19

2008
First Quarter	$	0.72	$	0.51
Second Quarter		0.60		0.45
Third Quarter		0.45		0.26
Fourth Quarter		0.40		0.18

The last price of our common stock as reported on the OTC Bulletin Board as of March 29, 2010 was $0.365 per share.

Dividends

We have never paid cash dividends on our common stock. Any payment of cash dividends in the future will depend upon our earnings (if any), financial condition, and capital requirements. Our secured loan agreement with Sun National Bank prohibits us from paying any dividends on our common stock. Certain provisions of our convertible preferred stock also prohibit us from declaring or paying dividends on our common stock. The declaration and payment of dividends on our common stock is subject to the discretion of our board of directors and to certain contractual restrictions and limitations imposed under the DGCL. We do not anticipate paying dividends in the foreseeable future.

Holders

As of March 29, 2010, we had 392 holders of record of our common stock.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

This Management’s Discussion and Analysis of Financial Condition And Results of Operation and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this Annual Report on Form 10-K are based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the caption “Risk Factors” beginning on page 9 of this report and elsewhere herein. The following should be read in conjunction with our annual financial statements contained elsewhere in this report.

Overview

Our primary business focus is to pursue SBIR programs from the DoD, Department of Homeland Security, and other governmental authorities, and to expand this government funded research and development into products, services, and business areas of the Company. Since 2002, we have been awarded a number of Phase I, II, and III SBIR contracts.

Revenues from our government contracts represented 100% of our revenues for the years ended December 31, 2009 and 2008. We believe that we can utilize the intellectual property developed under our various SBIR awards to develop proprietary products for both the government and commercial marketplace.

Contracts

We have completed the development of ADEPT and in 2009 have delivered more than 20 units to the US Navy. On March 19, 2010, we were awarded and entered into an Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract for production, engineering, and logistics support for ADEPT units. The IDIQ is for a term of five years and provides for the purchase and sale of up to $26 million of ADEPT units and related support. An initial delivery order for 27 ADEPT units valued at $2,300,000 was awarded on March 22, 2010. We expect additional delivery orders during the five year term of the contract. It should be noted that contracting with the Federal Government is a lengthy and complex process and that many factors could materialize that would negatively impact our ability to secure future ADEPT orders.

Key Performance Indicator

As substantially all of our revenue is derived from SBIR contracts with the federal government, our key performance indicator is the dollar volume of contracts awarded to us. Increases in the number and value of contracts awarded will generally result in increased revenues in future periods and assuming relatively stable variable costs associated with our fulfilling such contracts, increased profits in future periods. The timing of such awards is uncertain as we sell to federal government agencies where the process of obtaining such awards can be lengthy and at times uncertain.

Competition

Outlook

Our strategy for continued growth is three-fold. First, we expect to continue expanding our technology base, backlog and revenue by continuing our active participation in the DoD SBIR program and bidding on projects that fall within our areas of expertise. These areas include electronic systems engineering and integration, radar systems engineering, combat/C4I (Command, Control, Communications, Computers & Intelligence) systems engineering, and communications engineering. We believe that we can utilize the intellectual property developed under our various SBIR awards to develop proprietary products, such as the ADEPT, described beginning on Page 5 of this report, with broad appeal in both the government and commercial marketplace. This state-of-the-art test equipment can be used by many commercial and governmental customers such as the FAA, radio and television stations, cellular phone service providers, and airlines. Second, we will continue to pursue SBIR projects with the Department of Homeland Security, the U.S. Navy, and other government agencies. Third, we believe that through our marketing of products such as ADEPT we will develop key relationships with prime defense system contractors. Our strategy is to develop these relationships into longer-term, key subcontractor roles on future major defense programs awarded to these prime contractors.

In 2010, our primary strategic focus will be to continue to: (i) establish ourselves as a premium provider of research and development and product development services to the defense industry; and (ii) grow our business, generate profits and increase our cash reserves through obtaining additional SBIR contracts and positioning ourselves to obtain future SBIR contracts. From an operational prospective, during the past two years, we have expended substantial resources to capitalize on the Navy modernization program in order to generate sales of our ADEPT product for placement on destroyers, cruisers and additional U.S. Navy ships and submarines. These efforts resulted in the award of the $26,000,000 IDIQ contract with the US Navy described above. Our primary operational focus going forward will be to generate delivery orders under this contract. .

Over the longer term, we expect to further develop technology based on existing and additional SBIR contracts and to develop these technologies into products for wide deployment to DoD customers and contractors as well as developing potential commercial applications. As an example, we recently entered into a memorandum of understanding with a global provider of telecommunications equipment and related services pursuant to which we will assist the global provider in marketing its products to the DoD.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, recoverability of long-lived assets, income taxes and commitments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

Revenue Recognition

We are engaged in research and development contracts with the Federal Government to develop certain technology to be utilized by the US DoD. The contracts are cost plus fixed fee contracts and we account for these contracts using the percentage-of -completion accounting method. Under this method, revenue is recognized based on the extent of progress towards completion of the long term contract.

We generally use a variation of the cost to cost method to measure progress for all long term contracts unless we believe another method more clearly measures progress towards completion of the contract.

Revenues are recognized as costs are incurred and include estimated earned fees, or profit, calculated on the basis of the relationship between costs incurred and total estimated costs at completion.

Unbilled revenue reflects work performed, but not billed at the time, per contractual requirements. Billings to customers in excess of revenue earned are classified as advanced billings, and shown as a liability. As of December 31, 2009 and 2008, the Company had no advanced billings or unbilled revenue.

Accounts receivable

Accounts receivable from Government Contracts are stated at outstanding balances, less an allowance for doubtful accounts, if necessary. When necessary, the allowance for doubtful accounts is established through provisions charged against operations. Receivables deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance.

The allowance for doubtful accounts is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customers’ ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. All of our business is conducted with the Federal Government in which nonpayment for awarded contracts is unlikely. No allowance for doubtful accounts was deemed necessary by management at December 31, 2009 and 2008.

Income taxes

Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. The deferred tax assets will be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Stock Options

The Company records compensation expense associated with stock options and other forms of equity compensation based on the estimated fair value at the grant-date. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair value of stock-based awards. We have a fixed stock option plan which is described in Note 5 of our financial statements contained elsewhere in this report, to provide for the grant of stock options to eligible employees and directors.

Reclassification

Certain amounts for the prior period have been reclassified to conform to the current presentation.

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, The Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles (as codified in the FASB Accounting Standards Codification (“ASC”) under subtopic 105-10-05), which names the ASC as the single source of authoritative non-governmental GAAP. The ASC reorganizes GAAP pronouncements into accounting topics and displays all topics using a consistent structure. It also includes relevant SEC guidance that follows the same topical structure in separate sections in the ASC. We adopted the ASC effective September 30, 2009. The ASC impacted the reference to accounting pronouncements within our Notes to Consolidated Financial Statements, but had no impact on our financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, (as codified in the ASC under topic 805). This guidance establishes the principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (3) discloses the business combination. This guidance applies to all transactions in which an entity obtains control of one or more businesses, including transactions that occur without the transfer of any type of consideration. In April 2009, the FASB further updated the guidance for the initial recognition and measurement of assets and liabilities arising from contingencies in a business combination. Subsequent measurement of assets and liabilities arising from contingencies is determined on a systematic and rational basis depending on their nature. Contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination are required to be initially recognized at fair value and subsequently measured for contingent consideration arrangements. The guidance is effective for all business combinations occurring on or after January 1, 2009.

In May 2009, the FASB issued SFAS 165, Subsequent Events (as codified in the ASC under topic 855). This guidance establishes general standards of accounting for disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The guidance, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of this guidance has not had a significant impact on our financial position or results of operations.

In June 2008, the Emerging Issues Task Force (“EITF”) ratified Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (as codified in the ASC under topic 815-40). The guidance clarifies how to determine whether certain instruments or features were indexed to an entity’s own stock. The guidance is a critical component of the literature applied to evaluating financial instruments for debt or equity classification and embedded features for bifurcation as derivatives. We adopted this guidance on January 1, 2009 and was applicable to our convertible and redeemable equity instruments discussed in Note 3 of our consolidated financial statements included elsewhere in this report. The adoption of the guidance did not have a material impact on our financial statements.

In November 2007, the EITF reached a consensus on EITF 07-1: Accounting for Collaborative Arrangements (as codified in the ASC under topic 808ASC). The guidance assists in determining whether an arrangement constitutes a collaborative arrangement, how costs incurred and revenue generated on sales to third parties should be reported by the partners to a collaborative arrangement in each of their respective income statements, how payments made to or received by a partner pursuant to a collaborative arrangement should be presented in the income statement, and what participants should disclose in the notes to the financial statements about a collaborative arrangement. The guidance has been effective for annual periods beginning after December 15, 2008. Entities are required to report the effects of applying the guidance as a change in accounting principle through retrospective application to all periods to the extent practicable. Upon application of the guidance, the following is required to be disclosed: a) a description of the prior-period information that has been retrospectively adjusted, if any, and b) the effect of the change on revenue and operating expenses (or other appropriate captions of changes in the applicable net assets or performance indicator) and on any other affected financial statement line item. We adopted the guidance on January 1, 2009 and it did not have a material impact on its financial statements.

Results of Operations

Years ended December 31, 2009 and 2008

Total contract revenues in 2009 were $2,420,001 compared to $3,098,264 in 2008, a decrease of $678,263, or 22%. Contract revenues in both years were derived entirely from SBIR contracts. Based on current backlog, the recent IDIQ contract for ADEPT units, and outstanding bids, we expect revenue to increase in future periods.

Costs of sales consist of direct contract costs such as labor, material, subcontracts, travel, and other direct costs. Costs of sales were $1,101,383 in 2009 compared to $1,628,388 in 2008, a decrease of $527,005 or approximately 32%. The decrease was primarily due to the delay in receiving follow-on contracts, resulting in reduced contract material and subcontract costs.

The majority of our engineering costs consist of (i) salary, wages and related fringe benefits paid to engineering employees, (ii) rent-related costs, and (iii) consulting fees paid to engineering consultants. As the nature of these costs benefit the entire organization and all research and development efforts, and their benefit cannot be identified with a specific project or contract, these engineering costs are classified as part of “engineering overhead” and included in operating expenses. Engineering expenses were $603,090 in 2009 compared to $578,105 in 2008, an increase of $24,985 or 4%. The increase in engineering costs in 2009 was primarily due to additional indirect engineering labor costs and fringe benefits.

General and administrative expenses consist primarily of salary, consulting fees paid to bid and proposal consultants and related costs, professional fees, business insurance, franchise tax, SEC compliance costs, travel, and unallowable expenses (representing those expenses for which the government will not reimburse us). General and administrative expenses were $688,176 in 2009 compared to $761,428 in 2008, a decrease of $73,252 or 10%. The decrease in 2009 was due primarily to the reduction in administrative labor, professional services, travel by employees, and no incentive compensation payments made in 2009.

The provision for income taxes was a benefit of $872 in 2009 compared to an expense of $78,261 for 2008, representing an effective income tax rate of -2.8%, and 58.7%, respectively. The decrease in the effective federal income tax rate is attributable to the utilization of federal net operating loss carry forwards. During 2008, the effective income tax rate was primarily attributable to state income taxes and income tax related to permanent differences.

We generated net income of $31,777 in 2009 as compared to $55,099 in 2008, a decrease of $23,322 or 42%. The decrease in net income was due to the delay in receiving follow-on contracts.

Liquidity and Capital Resources

Since our inception, we have financed our operations through debt, private and public offerings of equity securities and cash generated by operations.

At December 31, 2009, we had cash and cash equivalents of $430,133 and net working capital of $597,272. During the year ended December 31, 2009, net cash used in operating activities was $64,846 compared to $103,973 of net cash provided by operating activities in 2008. The decrease was attributable to changes in working capital items; primarily an increase in accounts receivable which was only partially offset by increases in accounts payable.

During the year ended December 31, 2009, net cash used in investment activities was $13,551 compared to $0 in 2008. The increase was attributable to capital equipment purchases for our research and development group.

In 2009, we entered into a $50,000 line of credit agreement with Sun National Bank (“Sun”). The line of credit was available to us for one year. In January 2010, the credit agreement was amended and extended for one year. The line of credit is secured by a $50,000 Certificate of Deposit with Sun.

We believe our available cash resources and expected cash flows from operations will be sufficient to fund operations for the next twelve months. We do not expect to incur any material capital expenditures during the next twelve months.

In order to pursue strategic opportunities, obtain additional SBIR contracts, or acquire strategic assets or businesses, we may need to obtain additional financing or seek strategic alliances or other partnership agreements with other entities. In order to raise any such financing, we anticipate considering the sale of additional debt or equity securities under appropriate market conditions. There can be no assurance, assuming we successfully raise additional funds or enter into business alliances, that we will remain profitable or continue to generate positive cash flow.

Off-Balance Sheet Arrangements

As of December 31, 2009, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required to be filed pursuant to this Item 7 are appended to this report beginning on page 34 located immediately after the signature page.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A(T). CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures.

An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our president, who serves as our principal executive officer and principal financial officer. Based upon that evaluation, our president concluded that as of December 31, 2009, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) that such information is accumulated and communicated to management, including our president, in order to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principals. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our president, conducted an evaluation of the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act ) that occurred during the fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The current members of our Board of Directors and executive officers of our Company are as follows:

Name	Age	Positions with the Company

Paul G. Casner	72	Chairman of the Board of Directors

Thomas C. Lynch	67	Director

Thomas J. Meaney	75	President, Chief Financial Officer, and Director

Tom L. Schaffnit	63	Director

Walter T. Bristow	52	Vice President of Engineering

Henry Silcock	57	Chief Technology Officer

Marc Dalby	45	Vice President, Business Development and Operations

Patricia A. Kapp	43	Secretary and Treasurer

Board of Directors

We believe that our Board should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that experience, qualifications, or skills in the following areas are most important: regulatory and government affairs; accounting and finance; design, innovation and engineering; strategic planning; and human resources and development practices; and board practices of other corporations. These areas are in addition to the personal qualifications described in this section. We believe that all of our current Board members possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for each Board member in the individual biographies below. In addition, length of service on our Board has provided several directors with significant exposure to both our business and our industry in which we compete. The principal occupation and business experience, for at least the past five years, of each current director is as follows:

Paul G. Casner, Jr. has been a director of the Company since May 2002 and elected Chairman of the Board in October, 2009. Mr. Casner is the CEO and President of Integral Systems, Inc., a defense contractor based in Columbia, Maryland whose shares are listed on the Nasdaq Global Select Market. Prior to joining Integral Systems, from 1999 to March 2005, Mr. Casner served as Executive Vice President and Chief Operating Officer of DRS Technologies, Inc. From 1994 to 1998, Mr. Casner served as President of the Electronic Systems Group of DRS Technologies. Before joining DRS Technologies, Mr. Casner was the Chairman and Chief Executive Officer of Technology Applications and Service Company. Mr. Casner has over 40 years of Defense Industry experience, including several senior positions in Business Management, Technical Management, Strategic Planning and Business Development. He is a member of the Naval Reserve Association and is a Commodore of the Navy League of the United States, in addition to other professional affiliations. Mr. Casner serves on the boards of Integral Systems Inc., and Atair Aerospace Incorporation. As a result of these and other professional experiences, Mr. Casner possesses particular knowledge and experience in business development, technology development and the defense industry that strengthen the Board’s collective qualifications, skills, and experience.

Thomas C. Lynch has been a Director of the Company since February 1997. Mr. Lynch has served as a Managing Director of The Musser Group since 2007 and as a Consultant for Jones Lang LaSalle, formerly The Staubach Company, since 2001. Mr. Lynch served as Senior Vice President of Safeguard Scientifics, Inc. from November 1995 to August 2001 and was Executive Vice President and later became President and Chief Operating Officer of CompuCom Systems, Inc, a Safeguard subsidiary. Mr. Lynch, a retired Navy Admiral, serves as a Director on the following boards: InfoLogix, a public company listed on the Nasdaq Capital Market, Telkonet, a public company whose shares are traded on the OTC Bulletin Board, Armed Forces Benefit Association, Buckeye Insurance Company, PRWT Services, Inc., and USO World Board of Governors. He has served as President of Valley Forge Historical Society and Chairman of the Cradle of Liberty Council, Boy Scouts of America. He currently serves as a Chairman of the US Naval Academy Athletic & Scholarship Foundation. As a result of these and other professional experiences, Mr. Lynch possesses particular knowledge and experience in management, operations and the defense industry that strengthen the Board’s collective qualifications, skills, and experience.

Thomas J. Meaney has been a Director of the Company since July 1986 and was Chairman of the Board from June 1997 until February 1999. He served as President of the Company from June 1986 until February 1997. On September 30, 1998, he was reappointed President of the Company. From February 1983 to June 1986, Mr. Meaney was Senior Vice President and Director of Robotic Vision Systems Incorporated (“RVSI”), a manufacturer of robotic vision systems. Mr. Meaney served as a Director of RVSI until 1991. Prior to 1983, he was Vice President - Business Development, International of Norden Systems and President - Norden Systems Canada, both divisions of United Technologies Corporation and developers of computer and electronic products and systems. Mr. Meaney presently owns his own defense consulting company with offices in Arlington, Virginia and Chadds Ford, Pennsylvania. Mr. Meaney serves as a director of Ocean Power Technologies, Inc., a public company listed on the Nasdaq Global Market. As a result of these and other professional experiences, Mr. Meaney possesses particular knowledge and experience in management, manufacturing, the defense industry and board practices of other corporations that strengthen the Board’s collective qualifications, skills, and experience.

Tom L. Schaffnit has been a Director of the Company since June 2000. Since March 1999, he has been President of Schaffnit Consulting, Inc., a technology-related management consulting company specializing in vehicle safety communications, automotive telematics, and wireless data communications. He was previously President of CUE Data Corporation, responsible for creating and implementing new datacasting services on a nationwide wireless network. Previously, he served as a Senior Manager with Deloitte & Touche Consulting Group, and as Director with Nordicity Group. In September 2009, Mr. Schaffnit declared bankruptcy resulting from a downturn in the real estate industry. Mr. Schaffnit remains actively involved in the evolution of wireless technologies and standards. He is currently active in the SAE DSRC Technical Committee, which is developing standard message sets and minimum performance requirements for vehicle-to-vehicle and vehicle-to-infrastructure wireless communications. As a result of these and other professional experiences, Mr. Schaffnit possesses particular knowledge and experience in technology development and management that strengthen the Board’s collective qualifications, skills, and experience.

Executive Officers

The principal occupation and business experience, for at least the past five years, of each current executive officer is as follows:

Walter T. Bristow has been Vice President of Engineering since August 2007 and served as our Director of Engineering from October 2003. Prior to Mikros, Mr. Bristow served as the Director of Network Engineering for Clariti Telecommunications International, where he was responsible for wireless network development and implementation, software engineering, corporate telecommunication, and information technology. Prior to Clariti, Mr. Bristow spent 13 years with Magnavox/General Atronics Corporation, a manufacturer of military communications equipment, where he worked in hardware engineering, integration, and design for state-of-the-art military radio communications equipment.

Marc Dalby has been with the Company since November 2007. In October, 2009, he was promoted to the position of Vice President, Business Development and Operations. Prior to Mikros, from 2006 until November 2007, Mr. Dalby served as Vice President of Business Systems and Strategy for London Bridge Trading Company, a defense industry manufacturing firm. From 2005 until 2006, Mr. Dalby was Vice President, Contracts and Sales Channel Development for ADS, Inc., a distribution and logistics management firm specializing in military special operations. He has held other senior-level program management and business development positions in both technology and services-oriented organizations, including DRS Technologies. Mr. Dalby is a Navy veteran and has a BS in Business/Marketing and an MBA.

Henry Silcock has been Chief Technology Officer since February, 2009, and was a Senior Staff Engineer from 2003 until 2009. Mr. Silcock was the program manager on several Mikros wireless R&D projects including the RWSE program, which incorporated EMC analysis capabilities into wireless network design software; the NVEA program, developing simulation tools for tactical data link analysis; and several programs developing shipboard networks. Mr. Silcock has more than thirty years experience and has been lead engineer on a number of successful R&D programs, including frequency-diversity modems for tactical radio networks, telemetry networks for ocean-going buoys, and digital voice pager design and development. He also has experience in network and system simulation, software and microprocessor architecture, custom VSLI development, DSP and real-time systems.

Patricia A. Kapp has been Corporate Secretary of the Company since April 1996. In September 1998, Ms. Kapp was also named Treasurer. Ms. Kapp has served in various capacities with the Company since 1987.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers and stockholders who beneficially own more than 10% of any class of our equity securities registered pursuant to Section 12 of the Exchange Act to file initial reports of ownership and reports of changes in ownership with respect to our equity securities with the SEC. All reporting persons are required by SEC regulation to furnish us with copies of all reports that such reporting persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us and upon written representations of such reporting persons, we believe that all reporting persons are in compliance with all Section 16(a) filing requirements applicable to such reporting persons, except that Henry Silcock and Marc Dalby did not timely file Form 3s upon becoming officers of the Company.

Audit Committee

In March 2004, the board of directors formed an Audit Committee. The members of the Audit Committee are Tom L. Schaffnit (Chair), Thomas C. Lynch, and Paul G. Casner, Jr. The Audit Committee oversees and monitors management’s and the independent outside auditors’ participation in the accounting and financial reporting processes and the audits of the financial statements of the Company. The Audit Committee has the responsibility to appoint, compensate, retain and oversee the work of the outside independent auditors and to consult with the independent auditors and the appropriate officers of the Company on matters relating to outside auditor independence, corporate financial reporting, accounting procedures and policies, adequacy of financial accounting and operating controls, and the scope of audits. The Audit Committee is governed by an Audit Committee Charter, which was adopted on March 10, 2004 and amended on March 17, 2008 and February 9, 2009.

Since our inception, we have had a limited number of employees and generated limited revenues, most of which have been from a single customer. In light of the foregoing, and the need to conserve our financial resources to execute our business plan, our Board of Directors concluded that the benefits of retaining an individual who qualifies as an “audit committee financial expert,” would be outweighed by the costs of retaining such a person. As a result, no member of our Board of Directors qualifies as an “audit committee financial expert.”

Code of Ethics

We have adopted a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics is also available on our website, www.mikrossystems.com , or without charge upon written request directed to Patricia A. Kapp, Secretary, Mikros Systems Corporation, 707 Alexander Road, Building Two, Suite 208, Princeton, New Jersey 08540.

ITEM 10. EXECUTIVE COMPENSATION

The following table provides certain summary information concerning compensation earned by the executive officers named below (“named executive officers”) during the fiscal years ended December 31, 2009 and 2008.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Option Awards ($) (1)	Total ($)

Thomas J. Meaney	2009	177,650	-	177,650
President,	2008	177,650	-	177,650
Chief Executive Officer and Chief Financial Officer

Walter T. Bristow	2009	139,264	7,020	146,284
Vice President	2008	139,264	-	139,264
of Engineering

Henry Silcock (2)	2009	144,200	7,020	151,220
Chief Technology Officer

(1)

Represents the grant date fair value of the option award, calculated in accordance with FASB Accounting Standard Codification 718, “Compensation – Stock Compensation,” or ASC 718. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 2 of our Consolidated Financial Statements.

(2)	Henry Silcock was appointed Chief Technology Officer in February 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR−END

The following table sets forth information regarding unexercised stock options for each named executive officer outstanding as of December 31, 2009:

Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable			Option exercise price ($)		Option expiration date

Thomas J. Meaney		16,666		8,334	(1)		0.55	10/3/2017

Walter T. Bristow		20,000		30,000	(2)		0.55	10/3/2017
		0		40,000	(3)		0.20	7/12/2019

Henry Silcock		16,000		24,000	(2)		0.55	10/3/2017
		0		40,000	(3)		0.20	7/12/2019

(1)	The stock options were granted on October 3, 2007 and vest in equal annual installments over a three year period commencing on the date of grant.

(2)	The stock options were granted on October 3, 2007 and vest in equal annual installments over a five year period commencing on the date of grant.

(3)	The stock options were granted on July 13, 2009 and vest in equal annual installments over a five year period commencing on the date of grant.

Narrative Disclosure to Summary Compensation and Outstanding Equity Awards Tables

On October 3, 2007, we issued options to Messrs. Meaney, Bristow, and Silcock under the 2007 Stock Incentive Plan to purchase 25,000, 50,000, and 40,000 shares of common stock, respectively, at an exercise price of $0.55 per share, the last sales price of our common stock as reported on the OTC Bulletin Board on the date of grant. Mr. Meaney’s options vest in three equal annual installments and terminate ten years from the date of grant. Messrs. Bristow’s and Silcock’s options vest in five equal annual installments and terminate ten years from the date of grant. For a more complete description of the terms and conditions of these options, including a description of the change in control provisions, please see “2007 Stock Incentive Plan” in Item 11 below.

On December 19, 2007 we revised our arrangement with Mr. Meaney, who apportions his professional time between the Company and his consulting firm which provides services to various defense contractors. In recent years, he has devoted approximately 50% of his professional time to the Company. In light of the resignation of our Executive Vice President on September 1, 2007, the growth of the Company in 2007, and the importance of Mr. Meaney to both our operations and continued growth, Mr. Meaney has been required to and is expected to continue to devote substantial additional time and attention to the Company. In recognition of the forgoing, effective January 1, 2008, we expected, and since that time Mr. Meaney has devoted approximately 75% of his professional time to the Company and his annual compensation was increased from approximately $105,000 in 2007 to approximately $160,000 in 2008. We expect that Mr. Meaney will continue to devote approximately 75% of his professional time to the Company.

On July 13, 2009, we issued options to Mr. Bristow and Mr. Silcock under the 2007 Stock Incentive Plan to purchase 40,000 shares of common stock at an exercise price of $0.20 per share, the last sales price of our common stock as reported on the OTCBB on the date of grant. The options vest in five equal annual installments and terminate ten years from the date of grant. For a more complete description of the terms and conditions of these options, including a description of the change in control provisions, please see “2007 Stock Incentive Plan” in Item 11 below.

The options issued to Messrs. Meaney, Bristow, and Silcock were issued under our 2007 Stock Incentive Plan which provides for certain benefits upon a change in control of the Company. Specifically, upon the occurrence of a "reorganization event", defined as the merger of the Company with or into another corporation as a result of which our common stock is converted into or exchanged for cash, securities or other property or is cancelled, the exchange of all shares of our common stock for cash, securities or other property pursuant to a share exchange, or the liquidation of the Company, the Board may take any number of actions. These actions include, providing for all options outstanding under the Plan to be assumed by the acquiring corporation or to become immediately vested and exercisable in full, and in the case of a reorganization event in which holders of our common stock receive a cash payment, to provide for a cash payment to holders of options equal to the excess, if any, of the per share cash payment over the exercise price of such options.

COMPENSATION OF DIRECTORS

The following table sets forth the compensation for 2009 for those persons who served as members of our Board of Directors during 2009:

Name(1)	Fees earned or paid in cash ($)		Option Awards (2) ($)		Total ($)

Wayne E. Meyer (3)		5,000		0		5,000

Paul G. Casner (4)		5,000		3,510		8,510

Thomas C. Lynch (4)		5,000		3,510		8,510

Tom L. Schaffnit (5)		5,000		3,510		8,510

(1)	Thomas J. Meaney is not listed in the above table because he did not receive any compensation for serving on our board of directors in 2009.

(2)

Represents the grant date fair value of the option award, calculated in accordance with FASB Accounting Standard Codification 718, "Compensation-Stock Compensation," or ASC 718. The assumptions used in calculating the grant date fair value of the option awards are set forth in Note 2 of our consolidated financial statements.

(3)	Wayne E. Meyer served as the chairman of our board of directors until his death on September 1, 2009.

(4)	As of December 31, 2009, Messrs. Casner and Lynch each owned options to purchase 25,000 and 20,000 shares of our common stock, respectively, at exercise prices of $0.55 and $0.20 per share, respectively.

(5)	As of December 31, 2009, Mr. Schaffnit owned options to purchase 361,818, 25,000 and 20,000 shares of common stock at exercise prices of $0.1658, $0.55 and $0.20 per share, respectively.

Narrative Disclosure To Director Compensation Table

We pay an annual fee of $5,000 to each of our directors who is not an employee of the Company. Each member of our board of directors receives reimbursement of expenses incurred in connection with his services as a member of our board or board committees. On October 3, 2007, we issued options to each member of our board of directors under the 2007 Stock Incentive Plan to purchase 25,000 shares of common stock at an exercise price of $0.55 per share, the last sales price of our common stock as reported on the OTC Bulletin Board on the date of grant. On July 13, 2009, we issued options to certain members of our board of directors under the 2007 Stock Incentive Plan to purchase 20,000 shares of common stock at an exercise price of $0.20 per share, the last sales price of our common stock as reported on the OTC Bulletin Board on the date of grant. The options vest in three equal annual installments and terminate ten years from the date of grant. For a more complete description of the terms and conditions of these options, including a description of the change in control provisions, please see “2007 Stock Incentive Plan” in Item 11 below.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Common Stock

The following table sets forth certain information, as of March 29, 2010 with respect to holdings of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of common stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is 707 Alexander Road, Suite 208, Princeton, New Jersey 08540.

Name of Beneficial Ownership	Amount and Nature of Beneficial Ownership(1)	Percent of Class

5% Beneficial Owners:

Princeton Valuation Consultants, L.L.C. 5 Vaughn Drive Princeton, New Jersey 08540	2,920,050(2)	9.2%

Estate of Wayne E. Meyer	3,079,988(3)	9.7%

Directors and Executive Officers:

Walter T. Bristow 220 Commerce Drive, Suite 300 Fort Washington, Pennsylvania 19034	33,000(4)	*

Paul G. Casner	415,066(5)	1.3%

Patricia A. Kapp	183,000(4)	*

Thomas C. Lynch	399,066(5)	1.3%

Thomas J. Meaney	5,528,508(6)	17.4%

Tom L. Schaffnit	1,119,943(7)	3.5%

Henry Silcock	16,000(8)	*

Marc Dalby	4,000(9)	*

All Current Directors and Officers as a Group (eight persons)	7,698,583	22.5%

*Less than 1%

(1)

The beneficial owners and amount of securities beneficially owned have been determined in accordance with Rule 13d-3 under the Exchange Act and, in accordance therewith, includes all shares of our common stock that may be acquired by such beneficial owners within 60 days of March 29, 2010 upon the exercise or conversion of any options, warrants or other convertible securities. This table has been prepared based on 31,766,753 shares of common stock outstanding on March 29, 2010. Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the persons named.

(2)

Includes 202,500 shares issuable upon conversion of Convertible Preferred Stock and 695,883 shares issuable upon conversion of Series B Convertible Preferred Stock.

(3)	Includes 30,000 shares issuable upon conversion of Series B Convertible Preferred Stock and 8,333 shares issuable upon exercise of options.
(4)	Includes 20,000 shares issuable exercise of options. Does not include 70,000 shares issuable upon exercise of options subject to vesting.

(5)	Includes 16,666 shares issuable upon exercise of options. Does not include 28,334 shares issuable upon exercise of options subject to vesting.
(6)	Includes 50,000 shares issuable upon conversion of Convertible Preferred Stock, 1,949,775 shares issuable upon conversion of Series B Convertible Preferred Stock, and 16,666 shares issuable upon exercise of options. Does not include 8,334 shares issuable upon exercise of options subject to vesting.

(7)	Includes 378,484 shares issuable upon the exercise of options. Does not include 28,334 shares issuable upon exercise of options subject to vesting.
(8)	Consists of shares issuable upon exercise of options. Does not include 64,000 shares issuable upon exercise of options subject to vesting.

(9)	Consists of shares issuable upon exercise of options. Does not include 46,000 shares issuable upon exercise of options subject to vesting.

Convertible Preferred Stock

The following table sets forth certain information, as of March 29, 2010, with respect to holdings of our Convertible Preferred Stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our Convertible Preferred Stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is 707 Alexander Road, Suite 208, Princeton, New Jersey 08540.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent Of Class

5% Beneficial Owners:

Princeton Valuation Consultants L.L.C. 5 Vaughn Drive Princeton, New Jersey 08540	202,500	79.4%

Directors and Executive Officers:

Walter T. Bristow 220 Commerce Drive, Suite 300 Fort Washington, Pennsylvania 19034	--	--

Paul G. Casner	--	--

Patricia A. Kapp	--	--

Thomas C. Lynch	--	--

Thomas J. Meaney	50,000	19.6%

Tom L. Schaffnit	--	--

Henry Silcock	--	--

Marc Dalby	--	--

All Current Directors and Officers as a Group (eight persons)	50,000	19.6%

(1)	Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the persons named.

Series B Convertible Preferred Stock

The following table sets forth certain information, as of March 29, 2010, with respect to holdings of our Series B Convertible Preferred Stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our Series B Convertible Preferred Stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is 707 Alexander Road, Suite 208, Princeton, New Jersey 08540.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class

5% Beneficial Owners:

The Mercantile & General Reinsurance Company, PLC Moorfields House Moorfields London EC2Y 9AL	91,342	8.3%

Princeton Valuation Consultants, L.L.C. 5 Vaughn Drive Princeton, New Jersey 08540	231,961	21.0%

Directors and Executive Officers:

Walter T. Bristow 220 Commerce Drive, Suite 300 Fort Washington, Pennsylvania 19034	--	--

Paul G. Casner	--	--

Thomas C. Lynch	--	--

Patricia A. Kapp	--	--

Thomas J. Meaney	649,925	59.0%

Tom L. Schaffnit	--	--

Henry Silcock	--	--

Marc Dalby	--	--

All Current Directors and Officers as a Group (eight persons)	649,925	59.0%

(1)	Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the persons named.

Redeemable Series C Preferred Stock

The following table sets forth certain information, as of March 29, 2010, with respect to holdings of our Redeemable Series C Preferred Stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our Redeemable Series C Preferred Stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is 707 Alexander Road, Suite 208, Princeton, New Jersey 08540.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class

Directors and Executive Officers:

Walter T. Bristow 220 Commerce Drive, Suite 300 Fort Washington, Pennsylvania 19034	--	--

Paul G. Casner	--	--

Patricia A. Kapp	--	--

Thomas C. Lynch	--	--

Thomas J. Meaney	5,000	100.0%

Tom L. Schaffnit	--	--

Henry Silcock	--	--

Marc Dalby	--	--

All Current Directors and Officers as a Group (eight persons)	5,000	100.0%

(1)	Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the persons named.

Series D Preferred Stock

The following table sets forth certain information, as of March 29, 2010, with respect to holdings of our Series D Preferred Stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our Series D Preferred Stock outstanding as of such date, (ii) each of our directors and executive officers, and (iii) all directors and executive officers as a group. Except as otherwise indicated, the address of each person is 707 Alexander Road, Suite 208, Princeton, New Jersey 08540.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent Of Class

5% Beneficial Owners:

Princeton Valuation Consultants, L.L.C. 5 Vaughn Drive Princeton, New Jersey 08540	138,000	20.0%

Frederick C. Tecce c/o Mikros Systems Corporation 707 Alexander Road, Bldg 2, Suite 208 Princeton, New Jersey 08540	138,000	20.0%

JoAnne E. Burns c/o Mikros Systems Corporation 707 Alexander Road, Bldg 2, Suite 208 Princeton, New Jersey 08540	69,000	10.0%

George W. Taylor c/o Mikros Systems Corporation 707 Alexander Road, Bldg 2, Suite 208 Princeton, New Jersey 08540	69,000	10.0%

Estate of Wayne E. Meyer	138,000	20.0%

Directors and Executive Officers:

Walter T. Bristow 220 Commerce Drive, Suite 300 Fort Washington, Pennsylvania 19034	--	--

Paul G. Casner	--	--

Patricia A. Kapp	--	--

Thomas C. Lynch	--	--

Thomas J. Meaney	138,000	20.0%

Tom L. Schaffnit	--	--

Henry Silcock	--	--

Marc Dalby	--	--

All Current Directors and Officers as a Group (eight persons)	138,000	20.0%

(1)	Except as otherwise indicated, all shares are beneficially owned and the sole investment and voting power is held by the persons named.

EQUITY COMPENSATION PLAN INFORMATION

The following is certain information about our equity compensation plans as of December 31, 2009:

	(a)		(b)		(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted–average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

Plan Category

Equity compensation plans approved by security holders		361,818	$	0.1658		0

Equity compensation plans not approved by security holders		748,333	$	0.4018		2,251,667
Total		1,110,151	$	0.3249		2,251,667

2007 Stock Incentive Plan

On August 6, 2007, we adopted the Mikros Systems Corporation 2007 Stock Incentive Plan (the "Plan"). Awards may be made under the Plan for up to 3,000,000 shares of our common stock in the form of stock options or restricted stock awards. Awards may be made to our employees, officers or directors as well as our consultants or advisors. The Plan is administered by our Board of Directors which has full and final authority to interpret the Plan, select the persons to whom awards may be granted, and determine the amount, vesting and all other terms of any awards. To the extent permitted by applicable law, our Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and is not a "qualified plan" under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan has not been approved by our shareholders. As a result, "incentive stock options" as defined under Section 422 of the Internal Revenue Code may not be granted under the Plan until such approval is received for the Plan. The Plan terminates on August 5, 2017.

All stock options granted under the Plan are exercisable for a period of up to ten years from the date of grant, are subject to vesting as determined by the Board upon grant, and have an exercise price equal to not less than the fair market value of our common stock on the date of grant. Unless otherwise determined by the Board, awards may not be transferred except by will or the laws of descent and distribution. The Board has discretion to determine the effect on any award granted under the Plan of the death, disability, retirement, resignation, termination or other change in employment or other status of any participant in the Plan. The maximum number of shares of common stock for which awards may be granted to a participant under the Plan in any calendar year is 300,000.

Upon the occurrence of a "reorganization event", defined as the merger of the Company with or into another corporation as a result of which our common stock is converted into or exchanged for cash, securities or other property or is cancelled, the exchange of all shares of our common stock for cash, securities or other property pursuant to a share exchange, or the liquidation of the Company, the Board may take any number of actions. These actions include, providing for all options outstanding under the Plan to be assumed by the acquiring corporation or to become immediately vested and exercisable in full, and in the case of a reorganization event in which holders of our common stock receive a cash payment, to provide for a cash payment to holders of options equal to the excess, if any, of the per share cash payment over the exercise price of such options. As of the date of this report, we have issued options under the Plan to purchase 748,333 shares of common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships

We paid Wayne E. Meyer, and his estate, $1,500 per month for use of office space at Three Crystal Park, 2231 Crystal Drive, Suite 1005 in Arlington, Virginia. Mr. Meyer served as the Chairman of our Board of Directors until his death on September 1, 2009.

Director Independence

With regard to our audit committee, the board of directors has determined that Messrs. Casner, Lynch and Schaffnit, who constitute all members of the audit committee, are independent with respect to the independence criteria for audit committee members set forth in Rule 5605(a)(2) of the rules of the Nasdaq Stock Market and Rule 10A-3(b)(1) of the Exchange Act.

Upon consideration of the criteria and requirements regarding director independence set forth in Rules 5000(a)(19) and 5605(a)(2) of the rules of the NASDAQ Stock Market, we have determined that Paul G. Casner, Thomas C. Lynch, and Tom L. Schaffnit (Chair), who constitute a majority of our board of directors, are independent.

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

On October 1, 2009, ParenteBeard LLC was appointed by the Audit Committee as the Company's independent registered public accounting firm for the year ended December 31, 2009. The Company's previous independent registered public accounting firm, Beard Miller, resigned as auditors of the Company when they combined their firm with ParenteBeard LLC.

We have engaged ParenteBeard LLC and Beard Miller Company LLP for the audit of our financial statements for the years ended December 31, 2009 and 2008, respectively, and the reviews of the financial statements included in each of our quarterly reports on Form 10-Q during the years ended December 31, 2009 and 2008 for a fee of $36,716 and $35,000 respectively.

Audit-Related Fees

There were no fees billed by our independent accountants for audit-related services during the fiscal years ended December 31, 2009 and 2008.

Tax Fees

There were no fees billed by our independent accountants for tax fees for the years ended December 31, 2009 and 2008.

All Other Fees

There were no fees billed by our independent accountants for non-audit services during the years ended December 31, 2009 and 2008.

Audit Committee Pre-Approval Policies and Procedures

All auditing services and non-audit services (other than the de minimis exceptions provided by Exchange Act) provided to us by our independent accountants must be pre-approved by the Audit Committee. Any future Audit-Related Fees and Tax Fees will be pre-approved by the Audit Committee.

ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this report:

3.1	Certificate of Incorporation (incorporated by reference to Exhibit 2(I) to the Company's Registration Statement on Form S-18, File No. 2-67918-NY, as amended).
3.2	By-laws (incorporated by reference to Exhibit 2(II) to the Company's Registration Statement on Form S-18, File No. 2-67918-NY, as amended).
3.3	Form of Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 2(III) to the Company's Registration Statement on Form S-18, File No. 2-67918-NY, as amended).
3.4	Form of Certificate of Amendment of Incorporation with respect to increase of authorized shares (incorporated by reference to Exhibit 2(IV) to the Company's Registration Statement on Form S-18, File No. 2-67918-NY, as amended).
3.5	Certificate of Designations of Series B Preferred Stock and Series C Preferred Stock (incorporated by reference to Exhibit 4.1 to Form 8-K filed September 12, 1988).
3.6	Certificate of Designations of Series D Preferred Stock (incorporated by reference to Exhibit 4.16 to Form 10-K for 1993 filed March 30, 1994).
10.1	Mikros Systems Corporation 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 9, 2007).
14.1	Mikros Systems Corporation Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 to Form 10-QSB filed August 11, 2006).
16.1	Letter from Beard Miller Company LLP regarding the resignation of the independent accountant (incorporated by reference to Exhibit 16.1 to Form 8-K filed October 5, 2010).
31.1	Certification of principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350.

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.

	MIKROS SYSTEMS CORPORATION

Dated: March 31, 2010	By:	/s/ Thomas J. Meaney
		Thomas J. Meaney President and Chief Financial Officer (Principal Accounting Officer)

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 indicated and on the date indicated.

SIGNATURES			DATE

/s/ Paul G. Casner			March 31, 2010
Paul G. Casner, Director


/s/ Thomas C. Lynch			March 31, 2010
Thomas C. Lynch, Director


/s/ Thomas J. Meaney			March 31, 2010
Thomas J. Meaney, Director


/s/ Tom L. Schaffnit			March 31, 2010
Tom L. Schaffnit, Director

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

MIKROS SYSTEMS CORPORATION

We have audited the accompanying balance sheets of Mikros Systems Corporation (the Company) as of December 31, 2009 and 2008, and the related statements of income, shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Mikros Systems Corporation as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.


/s/ ParenteBeard LLC
ParenteBeard LLC Malvern, Pennsylvania March 30, 2010

MIKROS SYSTEMS CORPORATION
BALANCE SHEET

	DECEMBER 31,			DECEMBER 31,
	2009			2008
Current assets

Cash and cash equivalents	$	430,133		$	508,530

Investment securities (Note 2)		50,000			100,000

Receivables on government contracts (Note 2)		416,865			169,766

Other current assets		42,075			32,483

Total current assets		939,073			810,779


Patents and trademarks (Note 2)		5,383			5,383

Less: accumulated amortization		(1,099	)		(760	)
		4,284			4,623
Property and equipment (Note 2)

Equipment		28,175			14,625

Furniture & fixtures		9,264			9,264
		37,439			23,889

Less: accumulated depreciation		(19,900	)		(15,235	)

Property and equipment, net		17,539			8,654

Deferred tax assets (Note 4)		26,000			18,000

Total assets	$	986,896		$	842,056

(Continued)

See Notes to Financial Statements

MIKROS SYSTEMS CORPORATION

BALANCE SHEET

(continued)

	DECEMBER 31,			DECEMBER 31,
	2009			2008
Current liabilities

Accrued payroll and payroll taxes	$	98,864		$	98,193
Accounts payable and accrued expenses		236,783			158,234
Other current liabilities		6,154			-

Total current liabilities		341,801			256,427

Long-term liabilities		-			11,170

Total liabilities		341,801			267,597

Redeemable series C preferred stock
par value $.01 per share, authorized 150,000 shares, issued
and outstanding 5,000 shares (involuntary liquidation value- $80,450)		80,450			80,450

Shareholders' equity
Preferred stock, series B convertible, par value $.01 per share,
authorized 1,200,000 shares, issued and outstanding 1,102,433
shares (involuntary liquidation value - $1,102,433)		11,024			11,024

Preferred stock, convertible, par value $.01 per share, authorized
2,000,000 shares, issued and outstanding 255,000 shares (involuntary
liquidation value - $255,000)		2,550			2,550

Preferred stock, series D, par value $.01 per share, 690,000 shares
authorized, issued and outstanding (involuntary liquidation value
-$1,518,000)		6,900			6,900

Common stock, par value $.01 per share, authorized 60,000,000 shares,
issued and outstanding 31,766,753 shares		317,668			317,668

Capital in excess of par value		11,507,521			11,468,662

Accumulated deficit		(11,281,018	)		(11,312,795	)

Total shareholders' equity		564,645			494,009

Total liabilities and shareholders' equity	$	986,896		$	842,056

See Notes to Financial Statements

MIKROS SYSTEMS CORPORATION
STATEMENTS OF INCOME

	Years Ended December 31,
	2009			2008

Contract Revenues	$	2,420,001		$	3,098,264

Cost of sales		1,101,383			1,628,388

Gross margin		1,318,618			1,469,876

Expenses
Engineering		603,090			578,105
General and administrative		688,176			761,428

Total expenses		1,291,266			1,339,533

Income from operations		27,352			130,343

Other income:
Interest		3,553			3,017

Net income before income taxes		30,905			133,360

Income tax expense (benefit)		(872	)		78,261

Net income	$	31,777		$	55,099
Basic and diluted earnings per share	$	-		$	-

Weighted average number of shares outstanding		31,766,753			31,766,753

See Notes to Financial Statements

MIKROS SYSTEMS CORPORATION
STATEMENTS OF SHAREHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2009 AND 2008

	Preferred Stock Series B $0.01 Par Value				Preferred Stock $0.01 Par Value					Preferred Stock Series D $0.01 Par Value
	Number		Par		Number		Par			Number		Par
	of shares		Value		of shares		Value			of shares		Value

Balance, January 1, 2008		1,102,433	$	11,024		255,000	$	2,550			690,000	$	6,900

Net Income		-		-		-		-			-		-

Balance, December 31 ,2008		1,102,433	$	11,024		255,000	$	2,550			690,000	$	6,900

Stock Compensation – Options		-		-		-		-			-		-
Net income		-		-		-		-			-		-

Balance, December 31, 2009		1,102,433	$	11,024		255,000	$	2,550			690,000	$	6,900


	Common Stock $0.01 Par Value				Capital in
	Number		Par		Excess of		Accumulated
	of shares		Value		Par Value		Deficit			Total

Balance, January 1, 2008		31,766,753	$	317,668	$	11,430,668	$	(11,367,894	)	$	400,916
Stock compensation – options		-		-		37,994		-			37,994
Net income		-		-				55,099			55,099

Balance, December 31, 2008		31,766,753		317,668		11,468,662		(11,312,795	)		494,009

Stock compensation – options		-		-		38,859		-			38,859
Net income		-		-				31,777			31,777

Balance, December 31, 2009		31,766,753	$	317,668	$	11,507,521	$	(11,281,018	)	$	564,645

See Notes to Financial Statements

MIKROS SYSTEMS CORPORATION
STATEMENTS OF CASH FLOWS

	Years Ended December 31
	2009			2008

Cash flow from operating activities:
Net income	$	31,777		$	55,099
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization		4,998			4,787
Deferred tax (benefit) expense		(8,000	)		52,500
Stock compensation – options		38,859			37,994

Net changes in operating assets and liabilities
Decrease (increase) in investment securities		50,000			(100,000	)
Decrease (increase) in receivables on government contracts		(247,099	)		133,703
Decrease (increase) in other current assets		(9,592	)		(356	)
(Decrease) increase in accounts payable and accrued expenses		78,550			(87,900	)
(Decrease) increase in accrued payroll and payroll taxes		671			11,436
(Decrease) increase in other current liabilities		6,154			-
(decrease) increase in long-term liabilities		(11,164	)		(3,290	)

Net cash (used In) provided by operating activities		(64,846	)		103,973


cash flow from investing activities:

Purchase of property and equipment		(13,551	)		-


net cash (used in) provided by investing activities:		(13,551	)		-

net (decrease) increase in cash and cash equivalents		(78,397	)		103,973


Cash and cash equivalents, beginning of year		508,530			404,557

Cash and cash equivalents, end of year	$	430,133		$	508,530

Supplementary cash flows information:

Income taxes paid	$	5,550		$	34,300

See Notes to Financial Statements

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

Mikros Systems Corporation (“Mikros,” the “Company,” “we” or “us”) is an advanced technology company specializing in the research and development of electronic systems technology primarily for military applications. Classified by the U.S. Department of Defense (DoD) as a small business, our capabilities include technology management, electronic systems engineering and integration, radar systems engineering, combat/command, control, communications, computers and intelligence (C4I) systems engineering, and communications engineering.

The Company’s primary business focus is to pursue Small Business Innovation Research (SBIR) programs from the U.S. Department of Defense, Department of Homeland Security, and other governmental authorities, and to expand this government funded research and development into products, services, and business areas of the Company. Since 2002, the Company has been awarded a number of Phase I, II, and III SBIR contracts.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

Cash balances consist of funds that are immediately available to the Company and are held by financial institutions. For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Investment Securities

Short-term investments are retained to comply with our line of credit facility and consist of certificates of deposit. As of December 31, 2009 and 2008, the Company had $50,000 and $100,000 in certificates of deposit, respectively.

Fair value of financial instruments

The carrying value of cash and cash equivalents, investment securities, receivables on government contracts, and accounts payable approximates fair value due to the current maturity of these instruments.

Concentrations of credit risk

Financial instruments that subject the Company to credit risk consist of cash and cash equivalents and accounts receivable.

The Company's policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market funds which are exposed to minimal interest rate and credit risk. The Company maintains its cash primarily in investment accounts within large financial institutions. The Federal Deposit Insurance Corporation insures these balances up to $250,000 per bank. The Company has not experienced any losses on its bank deposits and management believes these deposits do not expose the Company to any significant credit risk. As of December 31, 2009, the Company had $13,499 in excess of the Federal Deposit Insurance limitation.

Receivables on Government Contracts are stated at outstanding balances, less an allowance for doubtful accounts, if necessary. When necessary, the allowance for doubtful accounts is established through provisions charged against operations. Receivables deemed to be uncollectible are charged against the allowance and subsequent recoveries, if any, are credited to the allowance.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

If required, the allowance for doubtful accounts is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the allowance is based on past experience, aging of the receivables, adverse situations that may affect a customers’ ability to pay, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires estimates that may be susceptible to significant change. Unpaid balances remaining after the stated payment terms are considered past due. All of our business is conducted with the Federal Government in which nonpayment for awarded contracts is unlikely. No allowance for doubtful accounts was deemed necessary by management at December 31, 2009 and 2008, respectively.

Property and Equipment

Equipment is stated at cost. Depreciation is computed using the straight-line method based on estimated useful lives of 3 years. Depreciation expense amounted to $3,337 and $3,125 for years ended December 31, 2009 and 2008, respectively.

Furniture and Fixtures are stated at cost. Depreciation expense is computed using the straight-line method based on estimated useful lives of 7 years. Depreciation expense amounted to $1,323 and $1,324 for the years ended December 31, 2009 and 2008.

Patents and Trademarks

The Company holds two patents covering digital signal processing technology and its base scheme of implementing Link-11. The Company has also developed and continues to develop intellectual property (technology and data) under its SBIR contracts. The request for a trademark for the product name “ADEPT” has been approved by the U.S. Patent and Trademark Office, and ADEPT® is now a registered trademark of the Company.

Under SBIR data rights, the Company is protected from unauthorized use of SBIR-developed technology and data for a period of five years after acceptance of all items to be delivered under a particular SBIR contract or any follow-on contract.

For each of the years ended December 31, 2009 and 2008, amortization expense amounted to $338, which related to the cost of the patents and trademarks. These costs are being amortized over their 10 year legal lives.

Impairment of long-lived assets

The Company assesses the potential impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset's value is impaired if management's estimate of the aggregate future cash flows, undiscounted and without interest charges, to be generated by the asset are less than the carrying value of the asset. Such cash flows consider factors such as expected future operating income and historical trends, as well as the effects of demand and competition. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over the estimated fair value of the asset. Such estimates require the use of judgment and numerous subjective assumptions, which, if actual experience varies, could result in material differences in the requirements for impairment charges. There were no impairments of long-lived assets in 2009 or 2008.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Stock Options

	2009	2008
	3 and 5 year options	3 year options	5 year options

Expected Life	6.5	7.5	5
Expected volatility	117.2%	122%	122%
Risk-free interest rate	2.94%	2.71%	2.71%

Revenue Recognition

The Company is engaged in research and development contracts with the Federal Government to develop certain technology to be utilized by the US Department of Defense. The contracts are cost plus fixed fee contracts and revenue is recognized based on the extent of progress towards completion of the long term contract.

The Company generally uses a variation of the cost to cost method to measure progress for all long term contracts unless it believes another method more clearly measures progress towards completion of the contract.

Revenues are recognized as costs are incurred and include estimated earned fees, or profit, calculated on the basis of the relationship between costs incurred and total estimated costs at completion.

Unbilled revenue reflects work performed, but not billed at the time, per contractual requirements. As of December 31, 2009 and 2008, the Company had no unbilled revenues. Billings to customers in excess of revenue earned are classified as advanced billings, and shown as a liability. As of December 31, 2009 and 2008, the Company had no advanced billings.

Income Taxes

The Company accounts for income taxes under a liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and the tax bases of assets and liabilities as measured by the enacted tax rates that are expected to be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of a deferred tax asset will not be realized.

The Company adopted a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. No significant income tax uncertainties were identified. Therefore the Company recognized no adjustment for unrecognized tax benefits for the years ended December 31, 2009 and 2008.

The Company has determined that any future interest accrued, related to unrecognized tax benefits, will be included in interest expense. In the event the Company must accrue for penalties, they will be included as an operating expense.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Earnings per share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. The Company provides a dual presentation of basic and diluted earnings per share on the face of the statement of income.

Diluted earnings per share reflects the amount of earnings for the period available to each share of common stock outstanding during the reporting period, while giving effect to all dilutive potential common shares that were outstanding during the period, such as common share equivalents that could result from the potential exercise into common stock. The computation of diluted earnings per share does not assume exercise of securities that would have an anti-dilutive effect on per share amounts (i.e., increasing earnings per share or reducing loss per share). The dilutive effect of outstanding options are reflected in dilutive earnings per share by the application of the treasury stock method which recognizes the use of proceeds that could be obtained upon the exercise of options in computing diluted earnings per share. It assumes that any proceeds would be used to purchase common stock at the average market price during the period. Options will have a dilutive effect only when the average market price of the common stock during the period exceeds the exercise price of the options.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Standards

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, The Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles (as codified in the FASB Accounting Standards Codification (“ASC”) under subtopic 105-10-05), which names the ASC as the single source of authoritative non-governmental GAAP. The ASC reorganizes GAAP pronouncements into accounting topics and displays all topics using a consistent structure. It also includes relevant SEC guidance that follows the same topical structure in separate sections in the ASC. The Company adopted the ASC effective September 30, 2009. The ASC impacted the reference to accounting pronouncements within the Company’s Notes to Consolidated Financial Statements, but had no impact on its financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements and Disclosures (as codified in the ASC under topic 820). The guidance will apply whenever another US GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This guidance also will require additional disclosures in annual reports. In February 2008, the FASB deferred for one additional year the effective date of the guidance for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Company elected the deferral and is currently evaluating the impact of this guidance on its consolidated financial statements. In April 2009, the FASB updated the guidance to provide additional guidance for determining fair value when the volume and level of activity for an asset or liability has significantly decreased and on identifying circumstances that indicate a transaction is not orderly. The Company adopted the provisions of this update effective January 1, 2010. This guidance did not have a material impact on our position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, (as codified in the ASC under topic 805). This guidance establishes the principles and requirements for how an acquirer: (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (3) discloses the business combination. This guidance applies to all transactions in which an entity obtains control of one or more businesses, including transactions that occur without the transfer of any type of consideration. In April 2009, the FASB further updated the guidance for the initial recognition and measurement of assets and liabilities arising from contingencies in a business combination. Subsequent measurement of assets and liabilities arising from contingencies is determined on a systematic and rational basis depending on their nature. Contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination are required to be initially recognized at fair value and subsequently measured for contingent consideration arrangements. The guidance is effective for the Company for all business combinations occurring on or after January 1, 2009.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

In June 2008, the Emerging Issues Task Force (“EITF”) ratified Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (as codified in the ASC under topic 815-40). The guidance clarifies how to determine whether certain instruments or features were indexed to an entity’s own stock. The guidance is a critical component of the literature applied to evaluating financial instruments for debt or equity classification and embedded features for bifurcation as derivatives. The Company adopted this guidance on January 1, 2009 and was applicable to the Company’s convertible and redeemable equity instruments discussed in Note 3. The adoption of the guidance did not have a material impact on the Company’s financial statements.

In November 2007, the EITF reached a consensus on EITF 07-1: Accounting for Collaborative Arrangements (as codified in the ASC under topic 808ASC). The guidance assists in determining whether an arrangement constitutes a collaborative arrangement, how costs incurred and revenue generated on sales to third parties should be reported by the partners to a collaborative arrangement in each of their respective income statements, how payments made to or received by a partner pursuant to a collaborative arrangement should be presented in the income statement, and what participants should disclose in the notes to the financial statements about a collaborative arrangement. The guidance is effective for annual periods beginning after December 15, 2008. Entities are required to report the effects of applying the guidance as a change in accounting principle through retrospective application to all periods to the extent practicable. Upon application of the guidance, the following is required to be disclosed: a) a description of the prior-period information that has been retrospectively adjusted, if any, and b) the effect of the change on revenue and operating expenses (or other appropriate captions of changes in the applicable net assets or performance indicator) and on any other affected financial statement line item. The Company adopted the guidance on January 1, 2009 and it did not have a material impact on its financial statements.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 3 – REDEEMABLE SERIES C PREFERRED STOCK AND SHAREHOLDERS’ EQUITY

Redeemable Series C Preferred Stock

The Redeemable Series C Preferred Stock is not convertible into any other class of the Company’s stock and is subject to redemption at the Company’s option at any time if certain events occur, such as capital reorganizations, consolidations, mergers, or sale of all or substantially all of the Company’s assets. Each share is entitled to cast one vote on all matters to be voted on by the Company’s shareholders. Upon any liquidation, dissolution or winding up of the Company, each holder of Redeemable Series C Preferred Stock will be entitled to be paid, before any distribution or payment is made upon any other class of stock of the Company, an amount in cash equal to the redemption price for each share of Redeemable Series C Preferred Stock held by such holder, and the holders of Redeemable Series C Preferred Stock will not be entitled to any further payment. The redemption price is $16.09 per share.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible into three shares of the Company’s common stock at a price of $.33 per common share to be paid upon conversion and entitles the holder thereof to cast three votes on all matters to be voted on by the Company’s shareholders. Upon any liquidation, dissolution, or winding up of the Company, each holder of Series B Preferred Stock will be entitled to be paid, after all distributions of payments are made upon redemption of the Series C Preferred Stock an amount in cash equal to $1.00 for each share of Series B Preferred Stock held, and such holders will not be entitled to any further payment.

Convertible Preferred Stock

Each share of the convertible preferred stock can be redeemed at the Company’s option for $1.00 per share or can be converted into one share of the Company’s common stock and entitles the holder thereof to cast one vote on all matters to be voted on by the Company’s shareholders. This conversion rate is subject to adjustment in certain circumstances. Upon any liquidation, dissolution or winding up of the Company, each holder will be entitled to their redemption price once shareholders of Redeemable Series C Preferred Stock and Series B Preferred stock have been fully paid.

Series D Preferred Stock

The Series D Preferred Stock provided for an annual cumulative dividend of $.10 per share and entitles the holder thereof to cast one vote on all matters to be voted on by the Company’s shareholders. The shares are not convertible into any other class of stock and are subject to redemption at the Company’s option at any time at a redemption price of $1.00 per share plus all unpaid cumulative dividends. Upon liquidation, dissolution or winding up of the Corporation, each holder of Series D Preferred Stock will be entitled to be paid, after all distributions or payments are made upon the Corporation’s Convertible Preferred Stock, Series B Preferred Stock, and Redeemable Series C Preferred Stock, an amount in cash equal to the Redemption Price, as defined, for each share of Series D Preferred Stock held by such holder. The holders of Series D Preferred Stock will not be entitled to any further payment.

Effective January 1, 2006, the holders of the shares of Series D Preferred Stock agreed to waive the future accumulation of dividends. As of December 31, 2005, there were dividends in arrears on the Series D Preferred Stock which were accrued by the Company. Such waiver does not affect dividends accrued through December 31, 2005. Accordingly, the accrued dividends in arrears of $828,000 remain outstanding at December 31, 2009.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - INCOME TAXES

The income tax provision is comprised of the following for the year ended December 31:

	2009			2008

Current state tax expense	$	7,128		$	25,761
Deferred federal tax expense (benefit)
		(8,000	)		52,500

Income tax (benefit) expense	$	(872	)	$	78,261

The reconciliation between the statutory federal income tax rate and the Company’s effective tax rate is as follows:

	2009			2008

Federal statutory rate		34.0	%		34.0	%
State taxes		8.8			12.9
Permanent Differences		65.7			14.4
Utilization of net operating
loss carry forwards and
Reduction of deferred tax asset
valuation allowance		(111.3	)		(2.6	)

Effective tax rate		-2.8	%		58.7.	%

Total available net operating loss carry forwards at December 31, 2009 are reflected in the following schedule:

Year of Expiration	Available for Federal Tax Purposes

2011		1,329,000
2012		339,000
2019		307,000
2021		77,000
2022		39,000
2023		107,000
	$	2,198,000

During 2009, federal net operating loss carry forwards of approximately $121,000 were utilized by the Company for purposes of the Company’s tax provision. The Company’s valuation allowance associated with the related deferred tax assets was increased by approximately $33,000 in 2009 and was reduced by approximately $1,000 in 2008 based on the Company’s anticipated profitability on existing contracts in the near term.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

Deferred tax assets consist of the following as of December 31:

	2009			2008

Deferred tax asset:
Fixed Assets & Other	$	49,000		$	32,000
Net operating loss
Carry forwards		747,000			789,000
Valuation allowance		(770,000	)		(803,000	)

Net deferred tax asset	$	26,000		$	18,000

The Company is not currently under examination by the Internal Revenue Service. The Unites States federal statute of limitations remains open for the years 2006 onward. State income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. The Company is not currently under examination in any state jurisdictions. The Company is no longer subject to federal or state income tax assessments for years prior to 2004.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS

Incentive Stock Option Plan

The Company has outstanding stock options for the purchase of the Company’s common stock. These options were issued pursuant to an Incentive Stock Option Plan adopted by the Company in 1992. The ability to grant options under this plan expired in 2002. Specific terms of the remaining options outstanding under this plan are set forth in individual stock option agreements. Generally, the exercise price of the options is the market price of the Company’s stock on the date that the option was granted.

A summary of the status of the Company’s Incentive Stock Option Plan as of December 31, 2009 and 2008 is presented below:

	2009
	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)

Options outstanding - beginning of year		361,818	$	0.17		-
Granted		-		-		-
Exercised		-		-		-
Forfeited / Cancelled		-		-		-
Options outstanding - end of year		361,818	$	0.17		-
Options exercisable - December 31, 2009		361,818	$	0.17		-

	2008
	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)

Options outstanding - beginning of year		361,818	$	0.17		1.16
Granted		-		-		-
Exercised		-		-		-
Forfeited / Cancelled		-		-		-
Options outstanding - end of year		361,818	$	0.17		-
Options exercisable - December 31, 2008		361,818	$	0.17		-

The aggregate intrinsic value of options outstanding and exercisable under the Incentive Stock Option Plan at December 31, 2009 and 2008 was approximately $62,982 and $18,100 respectively.

The aggregate intrinsic value of stock options above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the options) that would have been received by the option holders had they exercised their options on December 31, 2009 and 2008. The aggregate intrinsic value of stock options changes based on the changes in the market value of the Company’s common stock.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

2007 Incentive Stock Option Plan

On October 3, 2007, the Company issued stock options to each member of its board of directors, key employees and consultants under the Company’s 2007 Stock Incentive Plan. Directors of the Company were granted options to purchase a total of 125,000 shares of the Company’s common stock, which vest over a three-year period. Key employees of the Company were granted options to purchase a total of 305,000 shares of the Company’s common stock which vest over a five-year period. All of the options are exercisable at $.55 per share, the last sales price of the Company’s common stock as reported on the OTC Bulletin Board on the date of grant. In 2008, the Company granted to an employee of the Company, options to purchase 10,000 shares of the Company’s common stock which vest over a five year period. The options are exercisable at $.62 per share. All of the options have a term of 10 years and vest in equal annual installments over a three or five year period. In July 2009, the Company issued options to purchase 345,000 shares of the Company’s common stock under the Company’s 2007 Stock Incentive Plan. The options vest over a five year period and are exerciseable at $.20 per share, the last sales price of the Company’s common stock as reported on the OTC Bulletin Board on the date of grant.

	2009
	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)

Options outstanding - beginning of year		420,000		$	0.55		8.75
Granted		345,000			0.20		9.53
Exercised		-			-		-
Forfeited / Cancelled		(16,667	)		-		-

Weighted-average fair value of options granted during the year				$	0.18
Options outstanding - end of year		748,333		$	0.40		8.75
Options exercisable - December 31, 2009		182,664		$	0.55		7.76

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

	2008
	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)

Options outstanding - beginning of year		430,000		$	0.55		8.75
Granted		10,000			0.62		-
Exercised		-			-		-
Forfeited / Cancelled		(20,000	)		0.55		-

Weighted-average fair value of options granted during the year				$	0.30
Options outstanding - end of year		420,000		$	0.55		8.75
Options exercisable - December 31, 2008		98,666		$	0.55		8.75

As of December 31, 2009 and 2008, there were 182,664 and 98,666 options exercisable, respectively.

The aggregate intrinsic value of options outstanding at December 31, 2009 and 2008 under the 2007 Stock Incentive Plan was $48,268 and $0, respectively.

The aggregate intrinsic value of stock options above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the options) that would have been received by the option holders had they exercised their options on December 31, 2009. The aggregate intrinsic value of stock options changes based on the changes in the market value of the Company’s common stock. The fair value (present value of the estimated future benefit to the option holder) of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model.

There were a total of 557,336 unvested options at December 31, 2009, with a fair value of approximately $167,666. As of December 31, 2009, there was approximately $123,804 of unamortized stock option compensation expense.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 6 – DEBT

On January 9, 2009, the Company entered into a $50,000 line of credit agreement with Sun National Bank (“Sun”). The line of credit is secured by a $50,000 Certificate of Deposit with Sun. Proceeds from the revolving credit facility are used to manage daily operations. Interest on outstanding amounts will be charged at 3.25% rate, plus an applicable margin not to exceed 6.0%, subject to certain restrictions as defined in the agreement. There were no borrowing during the year ended December 31, 2009.

On January 10, 2010, the Company renewed its $50,000 line of credit agreement with Sun National Bank (“Sun”). The line of credit will be available to the Company for one year. The line of credit is secured by a $50,000 Certificate of Deposit with Sun and recorded as investment securities within our balance sheet.

NOTE 7 – EARNINGS PER SHARE

The Company’s calculation of earnings per share is as follows:

	2009		2008

Net income applicable to common shareholders - basic	$	31,777	$	55,099

Addbacks:
Unamortized compensation expense benefit, net of tax		-		-

Net income applicable to common shareholders - diluted	$	31,777	$	55,099


Weighted average basic shares outstanding		31,766,753		31,766,753

Assumed conversion of preferred stock		3,562,299		3,562,299

Dilutive effect of options		361,816		144,484

Weighted average dilutive shares outstanding		35,690,868		35,473,536

Earnings per share – diluted	$	-	$	-

At December 31, 2009 and 2008, there were 748,333 and 420,000 shares issuable upon exercise of options which were excluded from the computation of dilutive earnings per share due to their anti-dilutive effect, respectively.

MIKROS SYSTEMS CORPORATION

NOTES TO FINANCIAL STATEMENTS

NOTE 8 – COMMITMENTS

In September 2005, Company executed a lease for engineering office space located in Fort Washington, Pennsylvania that continues for 63 months. The terms of the lease include an annual rate increase through the end of the lease.

Total rent expense during 2009 and 2008 was $70,394 and $62,912 respectively. The Company has $63,755 in future obligations under non-cancellable operating leases that are due in 2010 in their entirety.

NOTE 9 – RELATED PARTY TRANSACTIONS

During 2009 and 2008, the Company paid rent of $18,000 to a corporation owned by one of the Company's directors for a location in which the Company operates.

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