IDO Security Inc. - FORM 10-Q - November 21, 2011

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - IDO Security Inc.	Financial_Report.xls
EX-32 - EXHIBIT 32 - IDO Security Inc.	ex32.htm
EX-31 - EXHIBIT 31 - IDO Security Inc.	ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended September 30, 2011; or

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________

COMMISSION FILE NUMBER: 0-51170

IDO SECURITY INC.

(Exact name of registrant as specified in its charter)

Nevada		38-3762886
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

17 State Street

New York, New York 10004

(Address of principal executive offices, including zip code)

646-214-1234

(Issuer's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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 x No o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

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

As of November 18, 2011, there were 52,644,170,611 shares of registrant’s common stock, par value $0.001 per share outstanding.

INDEX PAGE

		PAGE

PART I -- FINANCIAL INFORMATION

Item 1	Financial Statements
	Condensed Consolidated Balance Sheets September 30, 2011 (Unaudited) and December 31, 2010 (Audited)	2
	Unaudited Condensed Consolidated Statements of Operations for the nine and three months ended September 30, 2011 and 2010	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	12

Item 4	Controls and Procedures	19

	PART II -- OTHER INFORMATION

Item 1	Legal Proceedings	19
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3	Defaults upon Senior Securities	20
Item 4	Removed and Reserved	20
Item 5	Other Information	20
Item 6	Exhibits	21

SIGNATURES

IDO SECURITY INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	147,980		$	211,970
Inventories		209,270			288,311
Prepaid expenses and other current assets		89,602			98,595

Total current assets		446,852			598,876

Property and equipment, net		52,386			59,381
Goodwill		1,215,002			1,215,002

Total assets	$	1,714,240		$	1,873,259

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	4,017,949		$	3,494,861
Bank line of credit		-			53,301
Loans payable		36,885			38,772
Convertible promissory notes
(net of discount of $905,033 and $201,284)		6,108,837			6,160,224
Redeemable Series A Cumulative Convertible Preferred Stock
(net of discount of $2,276,326 and $503,210)		7,736,753			6,227,330
Loan payable, related party		44,826			44,826

Total current liabilities		17,945,250			16,019,314

NON-CURRENT LIABILITIES
Convertible promissory notes
(net of discount of $170,662 and $-0-)		69,553			-
Redeemable Series A Cumulative Convertible Preferred Stock
(net of discount of $415,924 and $-0-)		492,138			-
Accrued severance pay		155,603			156,868
Notes payable		-			1,305,000

Total liabilities		18,662,544			17,481,182

Contingencies

STOCKHOLDERS' DEFICIENCY
Preferred Stock
19,885,000 shares authorized; none outstanding		-			-
Common stock, $.001 par value;
60,000,000,000 and 5,000,000,000 shares authorized, respectively;
52,644,170,611 and 4,997,183,991 issued and outstanding, respectively		52,644,171			4,997,184
Discount on common stock issued		(26,627,233	)		-
Additional paid-in capital		-			16,719,903
Accumulated other comprehensive loss		(331	)		(331	)
Accumulated deficit		(42,964,911	)		(37,324,679	)

Total stockholders' deficiency		(16,948,304	)		(15,607,923	)

Total liabilities and stockholders' deficiency	$	1,714,240		$	1,873,259


See Notes to Condensed Consolidated Financial Statements.

IDO SECURITY INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine Months			Nine Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	September 30,			September 30,			September 30,			September 30,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)


Revenues	$	189,223		$	22,770		$	169,737		$	15,035

Cost of sales		165,155			21,435			127,046			10,404

Gross profit		24,068			1,335			42,691			4,631

Operating expenses
Research and development expenses		184,245			284,769			51,261			48,084
Selling, general and administrative expenses		897,014			882,797			313,072			246,179
Stock based compensation - selling, general and administrative		-			2,400			-			-

Total operating expenses		1,081,259			1,169,966			364,333			294,263

Loss from operations		(1,057,191	)		(1,168,631	)		(321,642	)		(289,632	)

Interest expense (including amortization of debt and preferred stock discount,
beneficial conversion features, dividends and deferred finance costs)		(4,580,386	)		(4,329,430	)		(1,394,671	)		(1,163,159	)
Interest income		-			14			-			4
Foreign currency translation		(2,655	)		(12,587	)		2,412			(19,370	)

Net loss	$	(5,640,232	)	$	(5,510,634	)		(1,713,901	)		(1,472,157	)

Basic and diluted loss per share:	$	0.00		$	0.00		$	0.00		$	0.00

Weighted average number of shares outstanding
Basic and diluted		15,145,909,044			3,503,382,341			24,688,617,917			4,943,999,207



See Notes to Condensed Consolidated Financial Statements.


IDO SECURITY INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2011			2010
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,640,232	)	$	(5,510,634	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		10,169			17,204
Amortization of note discount		3,371,456			3,253,637
Amortization of beneficial conversion feature of convertible debt		-			48,439
Stock based compensation		-			2,400
Intrerest and exhange rate differences		(1,887	)		-
Stock issued in lieu of interest and other charges		1,351,745			810,007
Decrease in net liability for severance pay		(1,265	)		(6,551	)
Increase (decrease) in cash attributable to changes in operating assets and liabilities
Accounts receivable		-			(24,719	)
Inventory		79,041			(155,780	)
Prepaid expenses and other current assets		8,992			(29,578	)
Accounts payable		33,229			149,955
Accrued expenses and other current liabilities		(114,097	)		189,354

Net cash used in operating activities		(902,849	)		(1,256,266	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(3,175	)		(11,974	)

Net cash used in investing activities		(3,175	)		(11,974	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible notes and preferred stock		895,335			318,940
Proceeds from loans payable		-			53,646
Proceeds from short-term debt		-			1,055,000
Repayments of bank line of credit		(53,301	)		(5,869	)

Net cash provided by financing activities		842,034			1,421,717

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(63,990	)		153,477

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		211,970			176,559

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	147,980		$	330,036

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-

Non-cash activities
Issuances of common stock for the conversion of
convertible promissory notes and acrued interest	$	2,088,723		$	1,113,742
Issuances of common stock for the conversion of
convertible preferred stock and accrued dividends	$	2,210,966		$	792,110
Preferred stock dividends and deemed dividends	$	-		$	2,463,865


See Notes to Condensed Consolidated Financial Statements.

IDO SECURITY INC. AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of IDO Security Inc. (hereinafter, “IDO” or the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. At September 30, 2011, the Company had not achieved profitable operations, had accumulated losses of $43.0 million (since inception), a working capital deficiency of $17.5 million and expects to incur further losses in the development of its business. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations or management’s ability to find sources of additional equity capital. The Company needs to raise additional funds on an immediate basis in order to continue to meet its liquidity needs, realize its business plan and maintain operations. The Company’s current cash resources are not sufficient to support its operations as presently conducted or permit it to take advantage of business opportunities that may arise. Management of the Company is continuing its efforts to secure funds through equity and/or debt instruments for its operations. Presently, the Company does not have any financing commitment from any person, and there can be no assurance that additional capital will be available to the Company on commercially acceptable terms or at all.

The Company has been funding its operations from the net proceeds from the private placements of its convertible securities. From December 2007 through September 2011, the Company received net proceeds of approximately $5.8 million from the proceeds of the private placement to certain accredited investors of its 10% Secured Convertible Promissory Notes, Convertible Preferred Stock and Bridge Loans. See Notes 8 and 9 below.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing a business plan or that the successful implementation of a business plan will actually improve the Company’s operating results.

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On January 1, 2011, the Company adopted Accounting Statement Update (ASU) 2009-13 (ASU 2009-13), “ Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements ,” which eliminates the residual method of allocation, and instead requires companies to use the relative selling price method when allocating revenue in a multiple deliverable arrangement. When applying the relative selling price method, the selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists and otherwise using third-party evidence of selling price. If neither vendor specific objective evidence nor third-party evidence of selling price exists for a deliverable, companies shall use their best estimate of the selling price for that deliverable when applying the relative selling price method. The adoption of the provisions of ASU 2009-13 did not have a material effect on the financial position, results of operations or cash flows of the Company.

On January 1, 2011, the Company adopted Accounting Standards Update 2010-17 (ASU 2010-17), " Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition." The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The adoption of the provisions of ASU 2010-17 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In July 2010, the FASB issued Accounting Standards Update 2010-20, “Receivables (Topic310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses .” ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption. The adoption of ASU 2010-20 did not have a material effect on the financial position, results of operations or cash flows of the Company.

The Financial Accounting Standards Board (“FASB”) amended ASC 350, “Intangibles — Goodwill and Other ,” with Accounting Standards Update (“ASU ”) 2010-28, “ When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts .” This update requires that step 2 of the goodwill impairment test (i.e., measurement and recognition of an impairment loss) be performed if a reporting unit has a carrying value equal to or less than zero and qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The provisions of this update are effective for annual reporting periods beginning after December 15, 2010. The Company’s annual goodwill impairment test is conducted in the fourth quarter. The Company does not expect the effects of adoption to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2011, the FASB issued ASU 2011-08, “Intangibles–Goodwill and Other (Topic 350): Testing Goodwill for Impairment”. This update simplifies the assessment of goodwill for impairment by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two step impairment review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. The Company has elected to early adopt this update to be effective for the fiscal year beginning January 1, 2011. The Company’s annual goodwill impairment test is conducted in the fourth quarter. The Company does not expect the effects of adoption to have a material effect on the financial position, results of operations or cash flows of the Company.

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.

NOTE 3 - NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period, only in periods in which such effect is dilutive. The following securities have been excluded from the calculation of net loss per share, as their effect would be anti-dilutive:

	Shares of Common Stock
	Issuable upon Conversion/Exercise
	as of
	September 30,
	2011		2010
Warrants		41,362,982		26,235,420
Convertible notes		52,463,480		45,121,453
Stock options		3,490,000		3,490,000
Convertible preferred stock		84,445,493		51,004,120

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Substantially all of the Company’s financial instruments, consisting primarily of cash equivalents, accounts payable and accrued expenses, other current liabilities and convertible notes, are carried at, or approximate, fair value because of their short-term nature or because they carry market rates of interest.

NOTE 5 – INVENTORIES

Inventories, consisting of completed devices, devices partially completed and components are valued at the lower of cost determined by the moving-average basis or market. The value of the inventories is adjusted for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

Inventories at September 30, 2011 and December 31, 2010 consisted of components totaling $63,637 and $81,972, and partially completed and completed devices totaling $145,633 and $206,339, respectively.

NOTE 6 – BANK LINE OF CREDIT

IDO Ltd. had a line of credit from its commercial bank which has not been renewed. All remaining balances were repaid in 2011.

NOTE 7 – LOANS PAYABLE

The Company received non-interest bearing advances from a 2008 Investor (as defined in Note 9(i) below). The advances are due on demand. At September 30, 2011 and December 31, 2010, the Company owed $36,885 and $38,772, respectively.

NOTE 8 – NOTES PAYABLE

In 2010, the Company issued notes to several of the 2008 Investors in the aggregate principal amount of $1,305,000. The notes bore interest at the rate of 10% per annum and were originally due at the earlier of various dates through May 2011 or the closing of a new investment.

In January 2011, the Company issued short-term notes to a 2008 Investor in the aggregate principal amount of $83,334. The outstanding notes bore interest at the rate of 10% per annum and were originally due at the earlier of June 2011 or closing of a new investment.

In February 2011, the Company issued new notes totaling $1,456,880 (2011 Notes – see Note 9) refinancing the principal of the notes previously issued as well as the unpaid accrued interest. See Note 9(iii) for a full discussion.

At September 30, 2011 and December 31, 2010, notes payable totaled $0 and $1,305,000, respectively. As a result of the refinancing, the notes payable were classified as non-current liabilities at December 31, 2010.

NOTE 9 - PRIVATE PLACEMENT OF CONVERTIBLE PROMISSORY NOTES

Convertible promissory notes consist of the following:

	September 30,			December 31,
	2011			2010
	(Unaudited)
2008 Notes - secured and convertible - interest at 10% - see (i) below	$	2,766,944		$	3,665,001

December 2008 Notes - secured and convertible – interest at 10% - see (ii) below		641,567			970,063

2009 - 2011 Notes - secured and convertible - interest at 10% - see (iii) below		3,845,574			1,726,440

Total		7,254,085			6,361,504

Less: Discount		(1,075,695	)		(201,283	)
		6,178,390			6,160,221
Less: Current Portion		(6,108,837	)		(6,160,221	)

Total	$	69,553		$	-------

(i) 10% Secured Convertible Promissory Notes

Between December 5, 2007 and January 24, 2008, the Company raised gross proceeds of $5,404,550 from the private placement to certain accredited institutional and individual investors (the “2008 Investors”) of its 10% Secured Convertible Promissory Notes (collectively, the “2008 Notes”, each a ”2008 Note”). The transactions were effected pursuant to a Subscription Agreement, dated as of December 5, 2007 between the Company and the 2008 Investors. The Company received net proceeds of $1 million from the proceeds of the 2008 Notes.

In connection with the issuance of the 2008 Notes, the Company issued to the 2008 Investors, warrants (the “2008 Investor Warrants”) to purchase up to 5,404,550 shares of the Company’s Common Stock, of which warrants for 2,702,275 shares are exercisable at a per share exercise price of $2.00 and warrants for 2,702,275 shares are exercisable at a per share exercise price of $3.00. The per share exercise price of the 2008 Investor Warrants were subsequently reduced to $0.15 in connection with the investment in December 2008 Notes discussed below in (ii).

The 2008 Notes were originally convertible into shares of Common Stock at the holder’s option at any time at an initial conversion price of $1.00 per share (the “Fixed Conversion Price”), subject to adjustment in the event of certain capital adjustments or similar transactions, such as a stock split or merger and as further described below. Interest on the 2008 Notes accrues at the rate of 10% per annum and is payable upon a required monthly repayment or upon maturity, whichever occurs first, and will continue to accrue until the 2008 Notes are fully converted and/or paid in full.

Commencing on the fourth month anniversary of the issuance of the 2008 Notes and on the same day of each month thereafter until the principal amount of the 2008 Notes has been paid in full, the Company was required to prepay 5% of the aggregate principal amount of the 2008 Notes originally issued, together with all accrued interest due and payable on the entire outstanding amount up to such repayment date (each such date, a “Scheduled Payment Date”).

The 2008 Notes, originally scheduled to mature in December 2009 and extended to December 31, 2010, were further extended in January 2011 to December 31, 2011 and a waiver of all existing defaults. All but one holder agreed to the extension and also agreed to waive all then existing defaults. The sole non-consenting investor’s note was paid out in accordance with its terms in shares of the Company’s Common Stock. In consideration of the extension of the maturity dates, on May 10, 2011, the Company issued shares of Series A Preferred Stock with a stated value equal to 10% of the principal amount of the 2008 Notes then held by such investors.

To secure the Company’s obligations to the 2008 Investors, the Company granted a security interest in substantially all of its assets, including without limitation, its intellectual property. The security interest terminates upon payment or satisfaction of all of Company’s obligations under the 2008 Notes.

For financial reporting purposes, the Company recorded a discount of $4,141,838 to reflect the value of the 2008 Investor Warrants issued and an additional discount of $658,219 to reflect the beneficial conversion feature of the 2008 Notes. As discussed above, the term of the 2008 Notes were modified. As a result, all of the remaining unamortized discounts were expensed.

The Company undertook to file a registration statement by a prescribed period under the Securities Act of 1933, as amended (the “Registration Statement”) with respect to the resale of the Common Stock underlying the 2008 Notes and 2008 Investor Warrants. The Company has not filed the Registration Statement and accordingly, the Company owed to the holders of these notes approximately $540,000 in liquidated damages in respect of the delay in the filing of the Registration Statement beyond the time frame specified in the agreements with such holders. At March 31, 2011, the Company owed to the holders of these notes $516,137 in liquidated damages. The non-payment of liquidated damages constitutes an Event of Default under the 2008 Notes. However, the pertinent documents provide that any action by the investors upon such default (i.e., acceleration of the debt and other remedies) can only be initiated by the holders of 65% or more of the outstanding principal amount of the notes. Such action has not been commenced by the note holders. The Company does not currently intend to file such registration statement as the shares issuable upon conversion of the 2008 Notes and/or the 2008 Investor Warrants are eligible to be resold under Rule 144.

For the nine months ended September 30, 2011, principal in the amount of $1,164,865 and accrued interest totaling $595,222 was repaid in the form of 20.436 billion shares of the Company’s Common Stock.

(ii) Secured Convertible Promissory Note and Series A Convertible Preferred Stock

Pursuant to an offering dated October 31, 2008 (the “December 2008 Private Placement”) to the holders of the 2008 Notes, on December 17, 2008, the Company realized net proceeds of $548,474, after the payment of offering related fees and expenses of $19,250, from a private placement of $1,066,540 in principal amount of Secured Convertible Promissory Notes due April 20, 2010 (“collectively the “December 2008 Notes”) and 26,664 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). In addition, in connection with the issuance of the December 2008 Notes and the Series A Preferred Stock, the Company issued to the investors warrants (the “Warrants”; together with the December 2008 Notes and the Series A Preferred Stock, the “Purchased Securities”) to purchase in the aggregate up to 7,110,268 shares of the Company’s Common Stock at a per share exercise price equal to $0.25. The Warrants are exercisable through October 31, 2013 at a per share exercise price of $0.25. The warrants include a ‘cashless exercise’ provision. The amount raised included $478,816 in principal and accreted interest on loans advanced to the Company between April and November 2008 by two purchasers that were offset against such purchasers’ respective purchases of the Purchased Securities.

For financial reporting purposes, the Company recorded a discount of $845,743 to reflect the value of the Warrants and Preferred Stock issued and an additional discount of $220,797 to reflect the beneficial conversion feature of the December 2008 Notes. The discounts are being amortized to the date of maturity unless converted earlier.

The December 2008 Notes are convertible into shares of Common Stock at the holder’s option at any time at an initial conversion price of $0.15 per share (the “Fixed Conversion Price”), subject to adjustment in the event of certain capital adjustments or similar transactions, such as a stock split or merger and as further described below. Interest on the December 2008 Notes accrues at the rate of 10% per annum and is payable upon a required repayment (discussed below) or upon maturity, whichever occurs first, and will continue to accrue until the December 2008 Notes are fully converted and/or paid in full. From and after an event of default under the December 2008 Notes and for so long as the event of default is continuing, the December 2008 Notes will bear default interest at a rate of the lesser of 15% per annum or the maximum rate permitted by applicable law.

Commencing on April 30, 2009, and thereafter on the last day of each subsequent calendar month until the principal amount of the December 2008 Notes has been paid in full, the Company is required to prepay 8.33% of the aggregate principal amount of the December 2008 Notes originally issued, together with all accrued interest due and payable on the entire outstanding amount up to such repayment date. The amount may be paid, at the Company’s election, either in (i) cash, at 110% of the principal amount due and 100% of all other amounts due or (ii) shares of Common Stock as defined; provided, that, if such monthly amount is to be paid with shares of Common Stock, it will be automatically deferred unless the holder gives notice to the Company at least five (5) days before a repayment date that the holder will accept payment of such monthly amount in the form of Common Stock.

The Company’s obligations under the December 2008 Notes are secured by a security interest in substantially all of its assets pursuant to a prior Security Agreement dated as of December 24, 2007 between it and the purchasers of the 2008 Notes.

Holders of the Purchased Securities are subject to certain limitations on their rights to convert the securities. The principal limitation is that the holder may not, with certain limited exceptions, convert into a number of shares that would, together with other shares held by the holder, exceed 4.99% or 9.99% of the then outstanding shares of the Company after such conversion and/or exercise.

The December 2008 Notes were scheduled to mature on April 30, 2010. However, in March 2010, the holders of approximately 72% of the outstanding principal amount of the December 2008 Notes extended the maturity date of the December 2008 Notes to December 31, 2010. In consideration of the extension, on May 4, 2010, the Company issued 745 shares of Series A Preferred Stock with a stated value equal to 10% of the principal amount of the December 2008 Notes then held by such investors. With respect to the remaining 28% of the principal amount of the December 2008 Notes who did not agree to the extension of the maturity date, the Company issued 129 million shares of the Company’s Common Stock, in full satisfaction of principal and accrued interest of $69,660. In January 2011, the holders agreed to a further extension of the maturity dates to December 31, 2011 and a waiver of all existing defaults. In consideration of the extension of the maturity dates, on May 10, 2011, the issued shares of Series A Preferred Stock with a stated value equal to 10% of the principal amount of the December 2008 Notes then held by such investors.

For the nine months ended September 30, 2011, principal in the amount of $136,692 and accrued interest totaling $88,147 was repaid in the form of 2.378 billion shares of the Company’s Common Stock.

(iii) 2009 - 2011 Notes and Series A Convertible Preferred Stock

In April 2009, the holders of the 2008 Notes and the December 2008 Notes consented to the placement of secured convertible promissory notes (the “2009 Notes”), Series A Preferred Stock and warrants, all on the substantive terms identical to those prevailing with respect to the December 2008 Private Placement discussed at further length in Note 7(ii) above, for aggregate gross proceeds to not exceed $1.5 million. Between April 28, 2009 and December 31, 2009, the Company raised net proceeds of $1,332,500 ($100,000 was rolled over from the 2008 financing) from the private placement to certain holders of the December 2008 Notes of $1,432,500 in principal amount of 2009 Notes and 35,814 shares of Series A Preferred Stock. Commencing on the six month anniversary date of the 2009 Notes, and on the same day of each subsequent calendar month thereafter until the principal amount of the 2009 Notes has been paid in full, the Company is required to prepay 8.33% of the aggregate principal amount of the 2009 Notes originally issued, together with all accrued interest due and payable on the entire outstanding amount up to such repayment date.

In connection with such investment, the Company issued to the holders of the 2009 Notes, warrants to purchase in the aggregate up to 9,550,000 shares of the Company’s Common Stock at per share exercise price equal to $0.25. The warrants are exercisable through the fifth anniversary of issuance. Proceeds of these funds were used to fund the Company’s continuing operations.

For financial reporting purposes, the Company recorded a discount of $1,024,732 to reflect the value of the Warrants and Preferred Stock issued. The estimated value of the warrants was determined using the Black-Scholes option pricing model under the following assumptions: life of 5 years, risk free interest rate of 2.41% - 2.71%, a dividend yield of 0% and volatility of 135%. The discounts are being amortized to the date of maturity unless converted earlier.

In January 2010, March 2010 and May 2010, the Company raised net proceeds of $318,940, which included the repayment of certain accrued expenses, from the private placement to certain holders of the December 2008 Notes (the “2010 Notes”). The Company issued $318,940 in principal amount of 2010 Notes and 7,974 shares of Series A Preferred Stock. Commencing on the six month anniversary date of the 2010 Notes, and on the same day of each subsequent calendar month thereafter until the principal amount of the 2010 Notes has been paid in full, the Company is required to prepay 8.33% of the aggregate principal amount of the 2010 Notes originally issued, together with all accrued interest due and payable on the entire outstanding amount up to such repayment date.

In connection with such investment, the Company issued to the holders of the 2010 Notes, warrants to purchase in the aggregate up to 2,126,266 shares of the Company’s Common Stock at per share exercise price equal to $0.25. The warrants are exercisable through the fifth anniversary of issuance. Proceeds of these funds were used to fund the Company’s continuing operations.

For financial reporting purposes, the Company recorded a discount of $227,889 to reflect the value of the Warrants and Preferred Stock issued. The estimated value of the warrants was determined using the Black-Scholes option pricing model under the following assumptions: life of 5 years, risk free interest rate of 2.16% - 2.30%, a dividend yield of 0% and volatility of 135%. The discounts are being amortized to the date of maturity unless converted earlier.

In January 2011, all but one holder of the 2009 Notes and the holders of the 2010 Notes extended the maturity dates of the Notes to December 31, 2011 and waived all existing defaults. In consideration of the extension of the maturity dates, on May 10, 2011, the Company issued shares of Series A Preferred Stock with a stated value equal to 10% of the principal amount of the 2009 Notes and 2010 Notes then held by such investors. The 2009 Note in the principal amount of $75,000 held by the sole non-consenting holder was paid out in the form of one billion shares in September 2011.

For the nine months ended September 30, 2011, the Company raised $2,269,134 which includes $1,456,880 of rolled over notes payable and accrued interest in addition to $812,254 of new invested capital, from four holders of the December 2008 Notes (the “2011 Notes”). The Company issued $2,269,134 in principal amount of 2011 Notes and 56,728 shares of Series A Preferred Stock. Commencing on the six month anniversary date of the 2011 Notes, and on the same day of each subsequent calendar month thereafter until the principal amount of the 2011 Notes has been paid in full, the Company is required to prepay 8.33% of the aggregate principal amount of the 2011 Notes originally issued, together with all accrued interest due and payable on the entire outstanding amount up to such repayment date.

In connection with such investments, the Company issued to the holders of the 2011 Notes, warrants to purchase in the aggregate up to 15,127,561 shares of the Company’s Common Stock at per share exercise price equal to $0.25. The warrants are exercisable through the fifth anniversary of issuance. Proceeds of these funds were used to fund the Company’s continuing operations.

For financial reporting purposes, the Company recorded a discount of $1,621,214 to reflect the value of the Warrants and Preferred Stock issued. The estimated value of the warrants was determined using the Black-Scholes option pricing model under the following assumptions: life of 5 years, risk free interest rate of 1.29% - 1.97%, a dividend yield of 0% and volatility of 135%. The discounts are being amortized to the date of maturity unless converted earlier.

For the nine months ended September 30, 2011, principal in the amount of $75,000 and accrued interest totaling $28,797 was repaid in the form of 1.384 billion shares of the Company’s Common Stock.

For the period October1, 2011 through November 14, 2011, the Company raised $40,000 through the issuances of 2011 Notes. The Company issued $40,000 in principal amount of 2011 Notes and 1,000 shares of Series A Preferred Stock. In connection with such investments, the Company issued to the holders of the 2011 Notes, warrants to purchase in the aggregate up to 266,667 shares of the Company’s Common Stock at per share exercise price equal to $0.25. The warrants are exercisable through the fifth anniversary of issuance. Proceeds of these funds were used to fund the Company’s continuing operations.

NOTE 10 - CAPITAL TRANSACTIONS

Common Stock Issuances

For the nine months ended September 30, 2011, principal and accrued interest of Notes totaling $2,088,723 was repaid in the form of 24.197 billion shares of the Company’s Common Stock. See Note 9.

For the nine months ended September 30, 2011, the Company issued 23.450 billion shares of Common Stock upon the conversion of 21,051 shares of Convertible Preferred Stock, and payment of $105,722 of accrued dividends.

Convertible Preferred Stock

The Series A Preferred Stock was authorized in accordance with a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Nevada Secretary of State. In May 2011, the Company’s certificate of incorporation was amended to increase the number of shares of preferred stock designated as Series A Convertible Preferred Stock from 115,000 shares to 200,000 shares. At September 30, 2011 and December 31, 2010, 109,211 and 67,305 shares, respectively, of Series A Preferred Stock were issued and outstanding.

As more fully discussed in Note 9, the Company issued various shares of Series A Preferred Stock in connection with the issuances of Notes. For financial reporting purposes, the Company recorded a discount to reflect the difference between the stated value of the shares issued and the fair value of the shares issued. The discount is being amortized to the redemption dates unless converted earlier.

As discussed in Note 9, in January 2011, substantially all of the holders of the 2008 Notes, the December 2008 Notes, and the 2009 and 2010 Notes extended the maturity dates of all of the notes to December 31, 2011. In consideration of the extensions, the Company obligated itself to issue shares of Series A Preferred Stock with a stated value equal to 10% of the principal amount of the Notes then held by such investors. For the period January 1, 2011 to May 11, 2011, 6,229 shares of Series A Preferred Stock were issued.

In January through September 2011, in connection with the issuances of notes payable, the Company issued 56,728 shares of its Series A Preferred Stock. In November2011, in connection with the issuances of notes payable, the Company issued an additional 1,000 shares of its Series A Preferred Stock. See Note 9.

For the nine months ended September 30, 2011, 21,051 shares of Series A Preferred Stock totaling $2,105,134 and accrued dividends totaling $105,722 were converted into 23.450 billion shares of the Company’s Common Stock.

Shares of Preferred Stock have not been registered and are restricted under the securities laws and pay a dividend of 10% per annum on the stated value. So long as the Series A Preferred Stock is outstanding, unless waived by the holders of 66 2/3% of the Series A Preferred Stock then outstanding, the dividend rate shall increase to 15%. In addition, shares of the Series A Preferred Stock do not vote separately as a class (but do vote on an “as-converted” to common stock basis) and have a liquidation preference equal to the stated value of the shares. Each share of Preferred Stock has a stated value of $100 and is convertible into shares of the Company’s common stock at $.15 per share. The dividends are cumulative commencing on the issue date whether or not declared. For the nine months ended September 30, 2011 and 2010, the Company declared dividends totaling $761,912 and $489,357, respectively. For the three months ended September 30, 2011 and 2010, the Company declared dividends totaling $291,334 and $177,104, respectively. At September 30, 2011 and December 31, 2010, dividends payable total $1,745,683 and $1,089,724, respectively, and are included in accounts payable and accrued liabilities.

Commencing on April 30, 2009, and thereafter on the last day of each subsequent calendar month, the Company is required to redeem 8.33% of the aggregate outstanding stated value of the Series A Preferred Stock until the stated value and all accrued dividends have been paid in full. Redemption payments on the Series A Preferred Stock may be made, at the election of the Company, in cash or shares of Common Stock, in the same manner as provided above with respect to the December 2008 Notes, subject to automatic deferral in the case of payment in shares unless the holder gives notice to the Company of such holder’s agreement to accept payment in shares. As a result of the redemption provisions, the Series A Preferred Stock was not classified as permanent equity. The maturities on the Series A Preferred Stock are $3,167,531 past due that were payable in 2010, $3,309,212 payable in 2011, $4,350,648 payable in 2012 and $93,750 payable in 2013.

Commencing on July 1, 2009, the Series A Preferred Stock is now being classified as a liability. As such, all dividends accrued and/or paid and any accretions will now be classified as part of interest expense and will no longer be classified as preferred stock dividends and deemed dividends. For the nine months ended September 30, 2011 and 2010, dividends and deemed dividends totaled $2,625,012 and $2,463,865, respectively. For the three months ended September 30, 2011 and 2010, dividends and deemed dividends totaled $948,587 and $742,276, respectively. Such amounts have been included in interest expense.

Potential Reverse Split

On August 4, 2011, the Company’s Board of Directors adopted a resolution to authorize a reverse stock split, reducing the authorized shares, the number of issued and outstanding shares of the Company’s common stock and preferred stock. The Board of Directors has determined that it would be in the Company's best interest in the near future to implement a reverse stock split up to a 1 for 5,000 basis. The primary purpose of the reverse stock split is to increase the share price of the common stock to foster market interest and to reduce the outstanding shares of common stock to a level more consistent with other public companies with a similar market capitalization. No assurance can be provided that the Company will ultimately be successfull in effectuating any reverse stock split.

NOTE 11 – CONTINGENCIES

Litigation

In its quarterly report on Form 10-Q for the three months ended September 30, 2009, the Company first disclosed that on June 22, 2009, its wholly-owned subsidiary, IDO Ltd., filed an action in the Labor Court, in Tel Aviv, Israel, against one of its former officers and directors. The action asserts claims based on material non-compliance by the former officer with the terms of the employment agreement between him and our subsidiary. The action seeks disgorgement of amounts remitted to the former officer by the subsidiary under the employment agreement in the approximate amount of 1,356,000 NIS (approximately $368,400 based on the exchange rate in effect at the time of the filing of this report on Form 10-Q) voiding the agreement, other equitable relief, and costs and disbursements, including attorneys’ fees. Previously, on May 10, 2009, the former officer/director resigned from all positions held with the subsidiary purportedly for “just cause” under the employment agreement. The resignation followed a request by the subsidiary that the former officer/director attend a meeting with management relating to his performance under the agreement, which request was refused.

On January 3, 2011, the former officer filed an answer. A hearing was held on July 3, 2011. See the discussion below.

(ii) In its quarterly report on Form 10-Q for the three months ended September 30, 2009, the Company first disclosed that on October 10, 2009, the above referenced former officer/director filed an action in the Labor Court in Tel-Aviv against IDO Ltd., as well as a director and the General Manager of IDO Ltd. The action seeks the payment of amounts purportedly due and payable to the officer/director under his employment agreement with IDO Ltd. in the approximate amount of 1,481,000 NIS (approximately $402,400 based on the exchange rate in effect at the time of the filing of this report on Form 10-Q). In January 2010, the Company filed an answer whereby we denied all allegations.

On January 3, 2011, the plaintiff filed his affidavit. A hearing was held on July 3, 2011. See the discussion below.

In October 2011, the former officer submitted to the court its conclusions. The Company intends to submit its conclusions by December 15, 2011.

The Company believes that these claims are without foundation and that it has meritorious defenses to them. The Company intends to aggressively defend its interests.

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of this filing.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

We urge you to read the following discussion in conjunction with our condensed consolidated financial statements and the notes thereto included elsewhere herein.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q, we make forward-looking statements in this Item 2 and elsewhere that also involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry, and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements by words such as “if,” “may,” “might,” “will, “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and other similar terms. These forward-looking statements include, among other things, projections of our future financial performance and our anticipated growth, descriptions of our strategies, our product and market development plans, the trends we anticipate in our business and the markets in which we operate, and the competitive nature and anticipated growth of those markets.

We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to the risks and uncertainties discussed in our other filings with the SEC, including the risk factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

Company Overview

IDO Security Inc. (“we”, “IDO” or the “Company”) is engaged in the design, development and marketing of a shoe scanning device (SSD) for the homeland security and loss prevention markets intended for use in security screening procedures to detect metallic objects concealed on or in footwear, ankles and feet through the use of electro-magnetic fields. These devices were designed specifically for applications in the security screening to complement the current methods for the detection of metallic items during security screenings and at security checkpoints in venues such as airports, prisons, schools, stadiums, high security places and other public locations requiring individual security screening. Our common stock trades on the OTC Bulletin Board under the symbol IDOI.

We believe that the market for security and inspection products will continue to be positively impacted by the threat of terrorist activities and by new government regulations and appropriations for security and inspection products and procedures. We anticipate that the promulgation of new governmental regulation and standards will establish performance baselines against which we will be able to direct certain of our continued research and development spending and market our products to customers, worldwide. In addition, we believe that the increasing awareness of security, in general, will bring increased awareness of available products and methods, such as ours, for anti-crime and loss prevention fields.

We have designed and developed a security screening device containing proprietary and patented technology known as the MagShoe™. The MagShoe™ creates specific electro-magnetic fields that can intelligently detect the presence of metallic objects inside a person’s footwear, as well as next to or above the ankles, up to 40 centimeters from the ground level. The proprietary software included in the MagShoe™ provides for the collation and delivery of the screening data to the operator for immediate analysis. The MagShoe™ obviates the need to remove the footwear being inspected. Our technology is designed to distinguish between a person’s left and right shoe, analyzing anomalies for each foot but also for both together, and provides comparative screening results. The technology allows for both the detection and assessment of possible threats from the shoe and ankle area posed by foreign metal objects based upon the analysis of the detected metal material(s) and their location in shoes. The MagShoe™ device has been designed to be portable and to integrate into and complement current security screening arrays and systems.

MagShoeTM fills a critical void in today’s detectors by extending screening to the lower body and feet. MagShoeTM’s “shoes-on” design maximizes security, thoroughness and accuracy while eliminating the need to remove shoes for increased convenience and safety. The MagShoeTM is neither invasive nor harmful to the body as some of the other screening devices currently use in the marketplace. Ideal for security and loss prevention at virtually any facility, MagShoeTM is currently in use at international airports, cruise lines, government agencies and more.

The MagShoe™ has been deployed and is in operation in various countries including Israel, China, Spain, Poland, The Czech Republic, Australia, the Philippines and Germany. Subject to raising additional capital, we expect to actively pursue certain Requests for Proposals (RFP)and Requests for Information (RFI) for footwear scanners that we are beginning to receive from sources in various countries. We believe that these RFPs further validate the need for a footwear scanning device similar to the MagShoe™. In addition, in January 2006, the MagShoe™ was approved for use by the Department for Transport in the United Kingdom, after field trials were conducted for the Home Office’s Police Scientific Development Branch. In addition, we have been certified by the International Organization for Standardization (“ISO”) under ISO 9001:2000 compliance for the design, development and manufacture of electronic, electro-optic and electro-mechanical systems. In December of 2008, we received our certification from the Underwriter’s Laboratory (UL) in the United States, which signifies that the MagShoe™ is safe for sale in the United States.

Worldwide, we believe that there are in excess of 1,200,000 walk through metal detectors (WTMD) installed in various high security locations and that detection devices, such as the MagShoe™, are a necessary part of any security measures in place in those installations as well as other areas where there are no walk through metal detectors. The MagShoe™ acts as a complementary device to any and all walk through metal detectors, insuring that all who pass through have no metallic weapons in the area that the metal detectors are inherently weak.

General Background

The September 11, 2001 terrorist attacks on the World Trade Center and the Pentagon using hijacked airliners led to nationwide shifts in transportation and facilities security policies. Shortly following these attacks, the U.S. Congress passed the Aviation and Transportation Security Act and integrated many U.S. security-related agencies, including the Federal Aviation Administration, into the U.S. Department of Homeland Security (“DHS”). Under its directive from Congress, the DHS has undertaken numerous initiatives to prevent terrorists from entering the country, hijacking airliners, and obtaining and trafficking in weapons of mass destruction and their components, to secure sensitive U.S. technologies and to identify and screen high-risk cargo containers before they are loaded onto vessels destined for the U.S., among others.

These government-sponsored initiatives have also stimulated security programs in other areas of the world as the U.S initiatives call on other nations to bolster their port security strategies, including acquiring or improving their security and inspection equipment.

The U.S. Department of Defense has also begun to invest more heavily in technologies and services that screen would-be attackers before they are able to harm U.S. and allied forces.

Similar initiatives by international organizations such as the European Union have also resulted in a growing worldwide demand for airline, cargo, port and border inspection technologies. For example, the European Union has tasked a working group to establish uniform performance standards for people, cargo, mail & parcel and hold baggage ETD screening systems, just as it has with X-Ray and liquid explosives detection systems.

In October 2010, we entered into a distribution arrangement with JEI, Inc. a California based company with an extensive history of selling state of the art audio recording devices, a vital security apparatus, to the Federal, State and local governments throughout the United States. As part of that arrangement, JEI has submitted the MagShoe to the U.S. General Services Administration (GSA) for approval and ultimate sale to the various Federal Agencies. Of course no guarantee can be provided that the MagShoe will be approved by the GSA and, even if approved, that ultimately, will be sold to the agencies. GSA has informed us that in order to fairly price our product line and place it in its catalogue, we will need to sell new models valued at least $100,000. We believe that through recent sales of the Magshoe in Africa, Europe and the Far East we have reached that threshold number; however, no assurance can be provided that we will be successful in obtaining a listing with GSA. JEI has demonstrated the MagShoe device at several governmental facilities while we attempt to obtain our GSA listing.

We are currently intensifying our efforts to identify and team up appropriate collaborators in the coming months with a view toward enabling us to bring the MagShoe to our various core markets in the United States and throughout the world while also beginning the process of seeking other state of the art security devices to put through our distribution system to increase the awareness of IDO as a seller and supplier of security devices.

Current Operational Highlights

We recorded revenues of approximately $170,000 for the three months ended September 30, 2011, representing our strongest quarter revenues to date. The positive direction of our operations and results in the past three months is attributable, in part, to the activities of Mr. Yaniv Beran, who has been serving as the acting General Manager of our Israeli based subsidiary following the departure in May 2011 of the management team overseeing the subsidiary. As of November 21, 2011, we have received purchase orders for additional MagShoe™ units.

Subject to raising the needed funds, our goal is to incorporate our SSD proprietary technology as a complementary technology to the existing walk through metal detectors (WTMD), thereby augmenting the security equipment and procedures currently used throughout the world. We are also exploring options of integrating our technology with other non-metallic based detection systems

However, we will need to raise additional funds on an immediate basis in order to further explore these options as well as to meet our on-going operating requirements and to realize our business plan. Our actions to raise the needed capital have been hampered by, among other things, certain other developments referred to below.

In June 2011, The Depository Trust Company (“DTC”), a subsidiary of The Depository Trust & Clearing Corporation which provides custody and asset servicing for 3.6 million securities issues from the United States and 121 other countries and territories and enables "book-entry" changes to ownership of those securities, applied a “chill” on the use of the DTC electronic stock transfer system for privately issued shares of our common stock. We believe the DTC exercised its discretionary authority in response to the large number of shares that we were required to issue in repayment of loan obligations to holders of our convertible securities. Until the Chill is resolved, the DTC action is likely to make it more difficult and more costly for us to obtain new sources of capital. Our failure to obtain adequate additional financing would require us to delay, curtail or scale back some or all of our operations, hinders our ability to implement our business plans and could jeopardize our ability to continue our business.

The DTC Chill applies to all shares newly issued after the Chill went into effect on June 24, 2011 as well as all shares newly released from private placement sales restrictions after the Chill went into effect. The holders of these shares are key investors whose funds have been supporting the operation and expansion of our business. We are in dialogue with the DTC to resolve this matter, but can make no assurances when and/or if the Chill will be lifted.

In addition, on August 4, 2011, our Board of Directors adopted a resolution, reducing the number of authorized shares as well as the number of issued and outstanding shares of the Company’s common and preferred stock. The resolution allowed for a reverse stock split up to a 1 for 5,000 basis. The primary purpose of the reverse stock split is to increase the share price of the common stock to foster market interest and to reduce the outstanding shares of common stock to a level more consistent with other public companies with a similar market capitalization.

In September 2011, we attempted to implement a 1 for 3,000 reverse stock split. We duly submitted a notice filing for this corporate action to the Financial Industry Regulatory Authority (“FINRA”), the regulatory authority which oversees corporate actions such as reverse stock splits for securities traded on the over-the-counter markets. FINRA has issued comments on our filing and we are in the process of addressing the information requests, however we do not know when or if FINRA will approve our filing and allow us to move forward with the reverse split.

RESULTS OF OPERATIONS

COMPARISON OF THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2011 TO THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2010

Revenues and costs of goods sold - Revenues for each of the nine and three ended September 30, 2011 were $189,223 and $169,737, respectively, compared to $22,770 and $15,035 for the corresponding periods in 2010. All revenues were derived from sales of our MagShoe™ device.

Costs of goods sold for the nine and three months ended September 30, 2011 were $165,155 and $127,046, respectively, compared to $21,435 and $10,404, respectively, for the corresponding periods in 2010.

The increase in revenues and the cost of goods sold during each of the 2011 periods as compared to the 2010 periods is primarily attributable to the substantial increase in the number of MagShoe™ devices delivered to customers in Africa, Europe and the Far East.

Research and development expenses - Research and development expenses consist primarily of expenses incurred in designing, developing and field testing the MagShoe™ device. These expenses consist primarily of salaries and related expenses for personnel, contract design and testing services, supplies used and consulting and license fees paid to third parties. We incurred research and development expenses for the nine and three months ended September 30, 2011 of $184,245 and $51,261, respectively, compared to $284,769 and $48,084, respectively, for the corresponding periods in 2010. The decrease in research and development expenses for the nine months ended September 30, 2011 is principally attributable to near completion of the new product design and modifications. The slight increase research and development expenses during the three months ended September 30, 2011 relates to the timing of when research and development expenses were incurred.

Selling, general and administrative expenses - Selling, general and administrative expenses primarily consist of salaries, consulting and other professional fees, and other costs related to administrative functions. We incurred selling, general and administrative expenses for the nine and three months ended September 30, 2011 of $897,014 and $313,072 compared to $882,797 and $246,179, respectively, for the corresponding periods in 2010. The increase in selling, general and administrative expenses for each of the nine and three months ended September 30, 2011 compared to the corresponding periods in 2011 is primarily attributable to increased marketing expenses incurred in connection with our sales of the MagShoe™ device.

Stock based compensation - In May 2010, we issued 4,000,000 shares of our Common Stock to a consultant. Stock based compensation totaled $2,400 and $-0-, respectively, for the nine and three months ended September 30, 2010 and $-0- during each of the corresponding periods in 2011.

Interest expense - Interest expense for the nine and three months ended September 30, 2011 were $1,208,930 and $181,977, respectively, compared to $1,023,131 and $194,821, respectively, during the corresponding periods in 2010. Interest expense relates primarily to the placement of our convertible promissory notes. Interest expense for the nine months ended September 30, 2011 includes $641,373 related to the issuance in May 2011 of 6,229 shares of Series A Preferred Stock as consideration for the extending the terms of certain convertible debt. Interest expense for the nine months ended September 30, 2010 includes $477,500 related to the issuance in May 2010 of 4,775 shares of Series A Preferred Stock as consideration for the extending the terms of certain convertible debt.

Amortizations – The amortizations are included in interest expense in the statement of operations. During the nine and three months ended September 30, 2011, we recorded amortization of $746,444,and $264,107, respectively, compared to $842,434 and $226,062 for the corresponding period in 2010. Amortization costs relate to the debt discount, beneficial conversion feature, and deferred finance costs incurred in connection with the placement of our convertible promissory notes. These costs are amortized to the date of maturity of the debt unless converted earlier.

Preferred stock dividends – In connection with our financing arrangements we have outstanding a total of 111,209 shares of Series A Preferred Stock. The shares accrue a dividend of 10% per annum. The dividends are cumulative commencing on the issue date whether or not declared. For financial reporting purposes, we recorded a discount to reflect the difference in the amount of proceeds allocable to the Series A Preferred Stock in the offering based on relative fair values and the stated value. The discounts were being amortized as deemed dividends on preferred stock to the date of maturity unless converted earlier. Commencing on July 1, 2009, the Series A Preferred Stock is now being classified as a liability. As such, all dividends accrued and/or paid and any accretions are now be classified as part of interest expense and are no longer classified as preferred stock dividends and deemed dividends. For the nine and three months ended September 30, 2011, dividends and deemed dividends totaled $2,625,012 and $948,587, respectively. For the nine and three months ended September 30, 2010, dividends and deemed dividends totaled $2,463,865, and $742,276.

Net loss – For the nine and three months ended September 30, 2011, we had a net loss of $5,640,232 and $1,713,901, respectively as compared to a net loss of $5,510,634 and $1,472,157 for the corresponding periods in 2010.

LIQUIDITY AND CAPITAL RESOURCES

We need to raise additional funds on an immediate basis in order to be able to satisfy our cash requirements and fulfill our business plan over the next twelve months. In response to the general deterioration in the general economic environment which began in 2008, we have taken several cost-cutting measures. We have laid-off a number of our employees and as of November 21, 2011, we had ten full time employees on staff. Additionally, we have been forced to delay payments to most of our vendors and defer salaries for management and employees. Nonetheless, without raising additional funds on an immediate basis, whether through the issuance of our securities, licensing fees for our technology or otherwise, we will also not be able to maintain operations as presently conducted. As previously disclosed in our periodic reports, we have been actively seeking additional capital. At the present time, we have no commitments for financing and no assurance can be given that we will be able to raise capital on commercially acceptable terms or at all. Even if we raise cash to meet our immediate working capital needs, our cash needs could be heavier than anticipated in which case we could be forced to raise additional capital. Our auditors included a “going concern” qualification in their auditors’ report for the year ended December 31, 2010. Such “going concern” qualification may make it more difficult for us to raise funds when needed. Moreover, the current economic situation may further complicate our capital raising efforts. Finally, the DTC “chill” and related matters discussed above are likely to adversely affect our ability to raise capital. If we are unable to raise additional capital on an immediate basis, we may be forced lay-off additional employees and either restructure or cease operations entirely.

As of September 30, 2011, we had a cash balance of $147,980 compared to $211,970 at December 31, 2010.

Cash used in operating activities was $902,849 for the nine months ended September 30, 2011. The decrease in cash was primarily attributable to funding the loss for the period.

Cash used in investing activities was $3,175 for the nine months ended September 30, 2011 and represented the acquisition of property and equipment.

Cash provided by financing activities was $842,034 for the nine months ended September 30, 2011. We received proceeds of $895,335 from the issuance of convertible notes. This was offset by the repayment by our wholly-owed subsidiary of $53,301 on its line of credit.

To date we have financed our operations primarily from the sale of our securities. Our recent financings are discussed below.

Between December 5, 2007 and January 24, 2008, we issued notes totaling $5,404,550 in connection with the private placement to certain accredited institutional and individual investors (the “2008 Investors”) of our Secured Convertible Promissory Notes (collectively, the “2008 Notes”, each a ”2008 Note”). The transactions were effected pursuant to a Subscription Agreement, dated as of December 5, 2007 between the Company and the 2008 Investors. Approximately $2.6 million of amounts the Company owed to these investors from previous financings were offset against such investors’ respective purchases of the 2008 Notes. The 2008 Notes were originally scheduled to mature in December 2009, but were extended to December 31, 2010 and subsequently further extended to December 31, 2011. To date, the Company has repaid principal of $1.87 million in the form of 15.2 billion shares of the Company’s Common Stock.

Between April 29, 2008 and November 25, 2008 (the “April-November 2008 Loans”), we received gross loan proceeds of $442,355 from two 2008 investors and one stockholder. All of these loans were rolled into the financing consummated in December 2008 as discussed below.

Pursuant to an offering dated October 30, 2008 to the holders of the 2008 Notes, on December 17, 2008, the Company realized net proceeds of $548,474, before the payment of offering related fees and expenses, from a private placement of $1,066,540 in principal amount of Secured Convertible Promissory Notes (“collectively the “December 2008 Notes”). The December 2008 Notes were originally scheduled to mature on April 30, 2010, but were extended to December 31, 2010 and subsequently extended to December 31, 2011. To date, the Company has repaid principal of $233,168 in the form of 1.8 billion shares of the Company’s Common Stock.

Between April 28, 2009 and December 31, 2009, we raised net proceeds of $1,432,500 from the private placement to certain holders of the December 2008 Notes of $1,432,500 in principal amount of Secured Convertible Promissory Notes (“2009 Notes”) originally due 18 months following issuance The maturity dates of the 2009 Notes were extended to December 31, 2011. Proceeds of these funds were used to fund our continuing operations as well as pay down amounts outstanding under a line of credit with a commercial bank in the approximate amount of $267,000 for the benefit of our subsidiary IDO Ltd. In 2010, we raised an additional net proceeds of $318,940, which included the repayment of certain accrued expenses, from the private placement to certain holders of the December 2008 Notes (the “2010 Notes”). To date, the Company has repaid principal of $100,000 in the form of 1.1 billion shares of the Company’s Common Stock.

In 2011, the Company raised an additional net proceeds of $707,254 from the private placement to certain holders of the December 2008 Notes (the “2011 Notes”) on terms substantially identical with the “2009 and 2010 Notes” with maturity dates from November 2012 to January 2013.

In 2010, we issued short-term notes to certain of the 2008 Investors in the principal amount of $1,305,000. The outstanding notes bore interest at the rate of 10% per annum and were due at various dates through May 2011 or the closing of a new investment In February 2011, the outstanding principal amounts and accrued interest on the these Notes were rolled into two year Secured Convertible Notes substantially identical with the “2009 and 2010 Notes” with maturity dates in August 2012.

ITEM 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our acting Chief Executive Officer (and Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c).

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of management, including our acting Chief Executive Officer (and Principal Financial and Accounting Officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our acting Chief Executive Officer (and Principal Financial and Accounting Officer) concluded that our disclosure controls and procedures were effective.

During the quarter ended September 30, 2011, there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these controls.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

i) In its quarterly report on Form 10-Q for the three months ended September 30, 2009, the Company first disclosed that on June 22, 2009, its wholly-owned subsidiary, IDO Ltd., filed an action in the Labor Court, in Tel Aviv, Israel, against one of its former officers and directors. The action asserts claims based on material non-compliance by the former officer with the terms of the employment agreement between him and our subsidiary. The action seeks disgorgement of amounts remitted to the former officer by the subsidiary under the employment agreement in the approximate amount of 1,356,000 NIS (approximately $368,400 based on the exchange rate in effect at the time of the filing of this report on Form 10-Q) voiding the agreement, other equitable relief, and costs and disbursements, including attorneys’ fees. Previously, on May 10, 2009, the former officer/director resigned from all positions held with the subsidiary purportedly for “just cause” under the employment agreement. The resignation followed a request by the subsidiary that the former officer/director attend a meeting with management relating to his performance under the agreement, which request was refused.

On January 3, 2011, the former officer filed an answer. A hearing was held on July 3, 2011. See the discussion below.

On January 3, 2011, the plaintiff filed his affidavit. A hearing was held on July 3, 2011. See the discussion below.

In October 2011, the former officer submitted to the court its conclusions. We intend to submit our conclusions by December 15, 2011.

The Company believes that these claims are without foundation and that it has meritorious defenses to them. The Company intends to aggressively defend its interests.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following paragraph sets forth certain information with respect to all securities sold by us during the three months ended September 30, 2011 without registration under the Securities Act:

Between July 1, 2011 and September 30, 2011, we issued 16.2 billion shares of common stock to the holders of the 2008 Notes and December 2008 and 2009 Notes in respect of principal and accrued interest in the aggregate amount of $1,213,261 and in that period, we issued 21 billion shares of common stock to the holders of the Series A Preferred Shares for $1,578,390 in face value and dividends.

All of the securities issued in the transactions described above were issued without registration under the Securities Act in reliance upon the exemptions provided in Section 4(2) of the Securities Act or Regulation S under such Securities Act. Except with respect to securities sold under Regulation S, the recipients of securities in each such transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof. Appropriate legends were affixed to the share certificates issued in all of the above transactions. Each of the recipients represented that they were “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act, or had such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in its common stock. All recipients had adequate access, through their relationships with the Company and its officers and directors, to information about the Company. None of the transactions described above involved general solicitation or advertising.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED)

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit Number	Description

31	Certification Pursuant to Rule 13a-14a of the Securities Exchange Act of 1934, as amended

32	Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

___________

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

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


		IDO SECURITY INC.

Date: November 21, 2011		/s/ MICHAEL GOLDBERG
		MICHAEL GOLDBERG ACTING CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) AND PRESIDENT

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