Brekford (TTSR) 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

For the quarterly period ended June 30, 2013

or

¨ 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: 000-52719

———————

Brekford Corp.

(Exact name of registrant as specified in its charter)

———————

Delaware	20-4086662
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

7020 Dorsey Road, Hanover, Maryland 21076

(Address of Principal Executive Office) (Zip Code)

(443) 557-0200

(Registrant’s telephone number, including area code)

N/A

(Former name, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  ¨

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date. The issuer had 44,273,569 shares of Common Stock, par value $0.0001 per share (“Common Stock”) issued and outstanding as of July 19, 2013.

Brekford Corp.

Form 10-Q

Index

PART I – FINANCIAL INFORMATION		Page
Item 1	Financial Statements (unaudited)		1
	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012		1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012		2
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012		3
	Notes to Unaudited Condensed Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 4.	Controls and Procedures		16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 5.	Other Information		16
Item 6.	Exhibits		17
SIGNATURES			18
EXHIBIT INDEX			19

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Brekford Corp.

Condensed Consolidated Balance Sheets (Unaudited)

	June 30, 2013			December 31, 2012
ASSETS
CURRENT ASSETS
Cash	$	1,450,474		$	1,415,252
Accounts receivable, net of allowance $62,131 and $95,976 at June 30, 2013 and    December 31, 2012, respectively		4,543,106			4,236,018
Unbilled receivables		412,491			208,051
Prepaid expenses		40,910			61,278
Inventory		694,836			672,874
Total current assets		7,141,817			6,593,473
Property and equipment, net		2,185,643			2,477,642
Other non-current assets		285,951			274,998
TOTAL ASSETS	$	9,613,411		$	9,346,113
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,112,392		$	4,093,356
Accrued payroll and related expenses		108,692			78,303
Line of credit		2,500,000			—
Income taxes payable		49,946			50,076
Deferred revenue		831,771			483,784
Customer deposits		110,399			71,199
Obligations under capital lease – current portion		601,111			583,976
Notes payable - stockholders		500,000			—
Obligations under notes payable auto – current portion		34,787			23,454
Deferred rent – current portion		46,564			41,975
Total current liabilities		6,895,662			5,426,123
LONG - TERM LIABILITIES
Notes payable – stockholders		—			500,000
Obligations under capital lease, net of current portion		487,375			813,945
Notes payable auto, net of current portion		93,760			49,468
Deferred rent, net of current portion		42,316			79,557
Total  long-term liabilities		623,451			1,442,970
TOTAL LIABILITIES		7,519,113			6,869,093
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.0001 per share; 20,000,000 shares    authorized; none issued and outstanding		—			—
Common stock, par value $0.0001 per share; 150,000,000 shares authorized; 44,273,569 issued and outstanding, at June 30, 2013 and 44,248,569  issued and outstanding at December 31, 2012		4,428			4,425
Additional paid-in capital		10,145,208			10,127,461
Treasury Stock, at cost 10,600 shares at June 30, 2013 and December 31, 2012		(5,890)			(5,890	)
Accumulated deficit		(8,049,448	)		(7,648,976	)
TOTAL STOCKHOLDERS’ EQUITY		2,094,298			2,477,020
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,613,411		$	9,346,113

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

Brekford Corp.

  Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
NET REVENUE	$	3,667,598		$	4,087,360		$	8,062,437		$	8,236,363
COST OF REVENUE		3,002,452			3,003,911			6,133,937			6,081,378
GROSS PROFIT		665,146			1,083,449			1,928,500			2,154,985
OPERATING EXPENSES
Salaries and related expenses		457,197			355,116			905,285			783,329
Selling, general and administrative expenses		635,851			564,776			1,338,315			1,047,470
TOTAL OPERATING EXPENSES		1,093,048			919,892			2,243,600			1,830,799
(LOSS) INCOME  FROM OPERATIONS		(427,902)			163,557			(315,100)			324,186
OTHER (EXPENSE) INCOME
Interest expense		(48,181	)		(38,793	)		(85,543	)		(76,963	)
Interest income		15			1,771			174			2,622
Other expense		—			—			—			—
TOTAL OTHER INCOME (EXPENSE)		(48,166	)		(37,022	)		(85,369	)		(74,341	)
NET (LOSS) INCOME	$	(476,068)		$	126,535		$	(400,469)		$	249,845
(LOSS) EARNINGS PER SHARE – BASIC AND DILUTED	$	(0.01)		$	0.00		$	(0.01)		$	0.01
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – BASIC		44,273,569			44,194,469			44,265,420			44,025,588
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – DILUTED		44,273,569			47,132,833			44,265,420			47,194,638

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

Brekford Corp.

  Condensed Consolidated Statements of Cash Flows (Unaudited)

		Six Months Ended June 30,
		2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(400,469)		$	249,845
Adjustments to reconcile net (loss) income to net cash (used in) provided by  operating activities:
Depreciation and amortization			651,498			299,800
Share based compensation			17,750			—
Deferred rent			(32,652	)		(27,246	)
Bad debt expense			124,195			88,675
Changes in operating assets and liabilities:
Accounts receivables			(431,282	)		(76,541	)
Unbilled Receivables			(204,440	)		(142,425	)
Prepaid expenses and other non-current assets			9,415			424,098
Inventory			(21,962)			(20,389	)
Customer deposits			39,199			56,430
Accounts payable and accrued expenses			(1,980,964)			806,920
Accrued payroll and related expenses			30,390			4,796
Income tax payable			(130)			(20,500	)
Deferred revenue			347,987			92,221
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES			(1,851,465)			1,735,684
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	��		(284,088	)		(1,182,331	)
NET CASH USED IN INVESTING ACTIVITIES			(284,088	)		(1,182,331	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in line of credit			2,500,000			(500,000	)
Capital  lease originations			—			1,000,000
Payments on notes payable - auto			(19,786)			(9,962	)
Principal payments on capital  lease obligations			(309,439)			(98,539	)
Purchase of treasury stock			—			(5,890	)
NET CASH PROVIDED BY  FINANCING ACTIVITIES			2,170,775			385,609
NET INCREASE IN CASH			35,222			938,962
CASH – Beginning of period			1,415,252			1,832,969
CASH – End of period		$	1,450,474		$	2,771,931
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest		$	85,543		$	76,963
Cash paid for income taxes		$	130		$	20,500
Purchase of property and equipment		$	359,498		$	1,248,837
Cash paid			(284,088)			(1,182,331	)
Amount financed		$	75,410		$	66,506

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

Brekford Corp.

Notes to Unaudited Condensed Consolidated Financial Statements

June 30, 2013

NOTE 1 – DESCRIPTION OF THE BUSINESS

Brekford Corp. (OTCBB; OTCQB: BFDI) headquartered in Hanover, Maryland is a technology services provider of mobile computer and video systems through its vehicle upfitting services to homeland security agencies and federal, state, and municipal law enforcement agencies and offers traffic safety solutions to municipalities, including automated photo speed enforcement and red light camera solutions.  Brekford is an established company which, for more than a decade, has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the United States. Brekford provides these departments and agencies with an end-to-end suite of rugged mobile information technology (IT), vehicle upfitting services, and automated traffic safety photo enforcement technology solutions.

Brekford is a one-stop shop with its unique 360° approach to vehicle upfitting installations, cutting edge rugged mobile technology, and automated traffic enforcement services for jurisdictions in the United States. We provide bumper-to-bumper vehicle modification and automated traffic enforcement products, road safety camera programs, including red light and speed photo enforcement systems, and back office processing services. The Brekford 360° approach provides our customers with a one-stop engineered solution.  Our commitment to top quality services, along with the core values that our employees strongly uphold: integrity; accountability; respect; excellence; and teamwork; is why we believe Brekford is the premier all-around vehicle upfitter and automated traffic safety technology solutions provider.

Depending upon the context, the terms “BFDI,” “Brekford Corp.,” “Company,” “we,” “our,” and “us,” as used in these notes refer to Brekford Corp. and its consolidated subsidiary.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements of Brekford include accounts of the Company and its wholly-owned subsidiary, Municipal Recovery Agency, LLC. Intercompany transactions and balances are eliminated in consolidation.

Use of Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and notes. Actual results could differ from those estimates.

Concentration of Credit Risk

The Company maintains cash accounts with major financial institutions. From time to time, amounts deposited may exceed the FDIC insured limits.

Accounts Receivable

Accounts receivable are carried at estimated net realizable value. The Company has a policy of reserving for uncollectable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company calculates the allowance based on a specific analysis of past due balances. Past due status for a particular customer is based on how recently payments have been received from that customer. Historically, the Company’s actual collection experience has not differed significantly from its estimates, due primarily to credit and collections practices and the financial strength of its customers.

The Company’s practice of reserving for uncollectable citations generated through its photo enforcement solutions is based on its best estimate of the amount of probable losses. This estimate accounts for an initial loss in expected receivables from the existing population of uncollected receivables. The Company calculates allowances based on the historical information from similar programs in the industry.  Past due status is based on varying client business rules for the extension of time allotted for payment. For certain contracts, the Company manages both the issuance of citations and the collection of unpaid fines. Calculating “outstanding” with respect to a normal collections timeline is not an exact science. To be conservative, the percentage of allowance is calculated from the first day of citation issuance. The Company reviews and evaluates their collections efforts and makes necessary adjustments to the allowance accounts and complete write-offs as deemed necessary on periodic basis.

4

Inventory

Inventory principally consists of hardware and third-party packaged software that is modified to conform to customer specifications and held temporarily until the completion of a contract. These amounts are stated at the lower of first-in, first-out (“FIFO”) cost or market.

Property and Equipment

Property and equipment is stated at cost. Depreciation of furniture, vehicles, computer equipment and software and phone equipment is calculated using the straight-line method over the estimated useful lives (two to ten years), and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is three to five years).

Revenue Recognition

The Company recognizes revenue relating to its vehicle upfitting solutions when it meets all of the following criteria:  (i) persuasive evidence of an arrangement exists; (ii) delivery or installation has been completed; (iii) the customer accepts and verifies receipt; and (iv) collectability is reasonably assured.  The Company considers delivery to its customers to have occurred at the time at which products are delivered and/or installation work is completed and the customer acknowledges its acceptance of the work.

The Company provides its customers with a warranty against defects in the installation of its vehicle upfitting solutions for one year from the date of installation.  Warranty claims were insignificant for six months ended June 30, 2013 and $16,472 for the six months ended June 31, 2012.  The Company also performs warranty repair services on behalf of the manufacturers of the equipment it sells. Effective January 2011, the Company offers separately priced extended warranty and product maintenance contracts to its customers on the equipment sold by the Company. Revenues from extended warranty services are apportioned over the period of the extended warranties service contracts and the warranty costs are expensed as incurred. Revenue from extended warranties for six months ended June 30, 2013 and 2012 amounted to $145,656 and $163,369, respectively.

For automatic traffic enforcement revenue, the Company recognizes the revenue either on the date that the Company determines a valid violation has occurred or when the collection efforts are completed depending on the specific terms of the contract with each municipality. The Company records revenue related to automated traffic violations for the Company’s share of the violation amount.

Share-Based Compensation

The Company accounts for stock incentive plans by measurement and recognition of compensation expense for all share-based awards on estimated fair values, net of estimated and actual forfeitures, on a straight line basis over the period during which the employee is required to provide services in exchange for the award.

Treasury Stock

The Company accounts for treasury stock using the cost method.  As of June 30, 2013, 10,600 shares of Brekford Corp.’s common stock were held in treasury at an aggregate cost of $5,890.

Income Taxes

The Company uses the liability method to account for income taxes. Income tax expense includes income taxes currently payable and deferred taxes arising from temporary differences between financial reporting and income tax bases of assets and liabilities. Deferred income taxes are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense, if any, consists of the taxes payable for the current period. Valuation allowances are established when the realization of deferred tax assets are not considered more likely than not.

The Company files income tax returns with the U.S. Internal Revenue Service and with the revenue services of various states. The Company is no longer subject to U.S. federal, state and local examinations by tax authorities for years prior to 2009. The Company’s policy is to recognize interest related to unrecognized tax benefits as income tax expense. The Company believes that it has appropriate support for the income tax positions it takes and expects to take on its tax returns, and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

(Loss) Earnings per Share

Basic (loss) earnings per share is calculated by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding and does not include the effect of any potentially dilutive common stock equivalents.  Diluted (loss) earnings per share is calculated by dividing net (loss) income by the weighted-average number of shares outstanding, adjusted for the effect of any potentially dilutive common stock equivalents.  There is no dilutive effect on the loss per share during loss periods. See Note 10 for the calculation of basic and diluted (loss) earnings per share.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk.

5

Segment Reporting

Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting, requires that an enterprise report selected information about operating segments in its financial reports issued to its stockholders. Based on the analysis performed by the Company, management has determined that the Company has only one operating segment, which is Traffic Safety Solutions. The chief operating decision-makers use combined results to make operating and strategic decisions, and, therefore, the Company believes its entire operation is covered under a single segment.

Newly Issued Accounting Pronouncements

Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on our financial statements.

NOTE 3 – LINE OF CREDIT AND NOTES PAYABLE - AUTO

On July 12, 2012, the Company closed on an aggregate $3.5 million credit facility (the “Credit Facility”) with PNC Bank, National Association (“PNC”) as lender consisting of $3.0 million in revolving loans (the "Revolving Facility") and $500,000 in a committed non-revolving line of credit loan for the purpose of financing up to 90% of the cost of certain equipment (the “Equipment Loan”). The terms and conditions of the Credit Facility are set forth in a Loan Agreement between the Company and PNC dated June 28, 2012 (the “Loan Agreement”), and the Revolving Facility is evidenced by a Committed Line of Credit Note issued by the Company to the order of PNC (the “Revolving Note”). As part of the financing transaction, each of C.B. Brechin and Scott Rutherford, who serve as directors of the Company and as Chief Executive Officer/Chief Financial Officer and as President of the Company, respectively, entered into a Subordination Agreement dated June 28, 2012 with PNC (each, a “Subordination Agreement”) pursuant to which they agreed that all indebtedness owed to them by the Company (the “Subordinated Debt”) is subordinate to the indebtedness owed to PNC by the Company.  The Subordination Agreements permit the Company to make regular loan payments to Messrs. Brechin and Rutherford so long as the Company is not in default under its loan agreements with PNC.  The terms of the Equipment Loan will be evidenced by a separate promissory note if the Company requests that loan.  The loan agreement was amended on July 18, 2013 to extend the loan’s maturity date to September 28, 2013. As of June 30, 2013, amounts outstanding under the line of credit were $2,500,000.

The Company financed certain vehicles and equipment under finance agreements. The agreements mature beginning September 2014 through January 2018. The agreements require various monthly payments under the finance agreements. As of June 30, 2013 and 2012, financed assets of $136,256 and $100,645, respectively, net of accumulated amortization of $32,707 and $16,320, respectively, are included in property and equipment on the balance sheets.

NOTE 4 – NOTES PAYABLE – STOCKHOLDERS

Brekford Corp. financed the repurchase of shares of its common stock and warrants from the proceeds of convertible promissory notes that were issued by Brekford Corp. on November 9, 2009 in favor of a lender group that included two directors of Brekford Corp., Messrs. C.B. Brechin and Scott Rutherford, in the principal amounts of $250,000 each (a “Promissory Note, and together, the “Promissory Notes”). Each Promissory Note bears interest at the rate of 12% per annum and at the time of execution was to be convertible into shares of Common Stock, at the option of each holder, at an original conversion price of $.07 per share. At the time of the execution of the Promissory Notes, Brekford Corp. agreed to pay the unpaid principal balance of the Promissory Notes and all accrued but unpaid interest on the date that was the earlier of (i) two years from the issue date of the notes, or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.

On April 1, 2010, Brekford Corp. and each member of the lender group executed a First Amendment to the Unsecured Promissory Note.   Each Promissory Note was amended as follows:

● To include any accrued but unpaid interest in the amount that may be converted at the election of the holder; and

● To extend the maturity date of the Promissory Notes to the date that is the earlier of (i) four years from the issue date of the Promissory Note or (ii) ten business days from the date on which Brekford Corp. closes any equity financing that generates gross proceeds in the aggregate amount of not less than $5,000,000.  

As of June 30, 2013 and December 31, 2012, the amounts outstanding under the Promissory Notes totaled $500,000.

6

NOTE 5 – LEASES

Capital Leases

The Company financed certain equipment under separate non-cancelable equipment loan and security agreements. The agreements mature in March 2015 and April 2015. The agreements require various monthly payments and are secured by the assets under lease. As of June 30, 2013 and 2012, capital lease assets of $1,293,074 and $1,710,913, respectively, net of accumulated amortization of $940,927 and $319,659, respectively, are included in property and equipment on the balance sheets.

Operating Leases

The Company records rent expense under a non-cancelable operating lease that expires on January 2015. Rent expense under this lease amounted to $82,573 and $93,214 for the six months ended June 30, 2013 and 2012, respectively.

The Company leases approximately 2,500 square feet of office space from a related party under a non-cancelable operating leases expiring June 2013. Rent expense under this lease amounted to $21,466 and $21,155 for the six months ended June 30, 2013 and 2012, respectively.

NOTE 6 – MAJOR CUSTOMERS AND VENDORS

Major Customers

The Company has several contracts with government agencies, of which net revenue from two major customers during the six months ended June 30, 2013 represented 41% of the total net revenue for such six-month period. Accounts receivable due from two customers at June 30, 2013 amounted to 64% of total accounts receivable at that date.

For the quarter ended June 30, 2012, the Company had several contracts with government agencies, of which net revenue from two major customers represented 23% of the total net revenue for such six month period. Accounts receivable due from these three customers at June 30, 2012 amounted to 61% of total accounts receivable at that date. 

Major Vendors

The Company purchased substantially all hardware products that it resold during the periods presented covered by these financial statements from the major distributors. Revenues from hardware products amounted to 43% and 64% of total revenues for the six months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and 2012, accounts payable due to this distributor amounted to 34% and 75% of total accounts payable, respectively.

NOTE 7 - STOCKHOLDERS’ EQUITY

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On September 7, 2010, the Company issued a press release announcing that its board of directors authorized a stock repurchase program permitting the Company to repurchase up to $500,000 in shares of its outstanding Common Stock from time to time over a period of 12 months in open market transactions or in privately negotiated transactions at the Company's discretion.  The stock repurchase program was subsequently extended for an additional 12 months until September 7, 2012.  On September 28, 2012, the Company adopted a new stock repurchase program which permits the Company to repurchase the $363,280 in shares that remained available for repurchase under the old program, with the same terms and conditions except that the term of the new stock repurchase program is 24 months. No shares were repurchased during the six months ended June 30, 2013.

7

NOTE 8 – SHARE-BASED COMPENSATION

Brekford Corp. has issued restricted stock and warrants to purchase shares of common stock (“Common Stock Purchase Warrants”) and has granted non-qualified stock options to certain employees and non-employees at the discretion of the board of directors. On April 25, 2008, Brekford Corp.’s shareholders approved the 2008 Stock Incentive Plan (the “Plan”). To date, there have been no stock option grants under the Plan. All stock options granted to employees were granted under previous arrangements, have exercise prices that are less or equal to the fair value of the underlying common stock at the date of grant and have terms of ten years.

Common Stock Purchase Warrants

For the six months ended June 30, 2013 and 2012, there was no share-based compensation expense for Common Stock Purchase Warrants. As of June 30, 2013, there are no unvested Common Stock Purchase Warrants.

A summary of warrant activity is as follows for six months ended June 30, 2013:

	Shares Underlying Warrants	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding and exercisable at January 1, 2013	375,000	$	0.30	0.37
Granted	—		—	—
Forfeited or expired	(375,000)		0.30	—
Exercised	—		—	—
Outstanding and exercisable at June 30, 2013	—	$	—	—

Restricted Stock Grants

For the six months ended June 30, 2013, Brekford Corp. granted an aggregate of 25,000 shares of restricted common stock to a consultant as part of its service agreement. The weighted average value of the shares amounted to $0.71 per share based upon the closing price of shares of Brekford Corp.’s common stock on the date of the grant.  These shares were fully vested on the date of the grant. The Company recorded $17,750 in share-based compensation expense during the period ending June 30, 2013 related to restricted stock grants. For the six months ended June 30, 2012, the Company recorded $0 in share-based compensation expense related to restricted stock grants.

	Restricted Stock Shares	Weighted Average Value
Nonvested restricted stock at January 1, 2013	—	$	—
Granted	25,000		0.71
Vested	(25,000)		0.71
Forfeited or expired	—		—
Nonvested restricted stock at  June 30, 2013	—	$	—

NOTE 9 – INVENTORY

As of June 30, 2013 and December 31, 2012, inventory consisted of the following:

	June 30, 2013		December 31, 2012
Raw Materials	$	640,591	$	672,874
Work in Process		54,245		—
Total Inventory	$	694,836	$	672,874

8

NOTE 10 – (LOSS) EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted (loss) earnings per common share for the three and six months ended June 30, 2013 and 2012. 

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013			2012
Basic (loss) earnings per share :
Net (loss) income	$	(476,068)	$	126,535	$	(400,469)	$		249,845
Weighted average common shares outstanding		44,273,569		44,194,469		44,265,420			44,025,588
Basic earnings per share	$	(0.01)	$	0.00	$	(0.01)	$		0.01
Diluted (loss) earnings per share :
Net (loss) income	$	(476,068)	$	126,535	$	(400,469)	$		249,845
Weighted average common shares outstanding		44,273,569		44,194,469		44,265,420			44,025,588
Potential dilutive securities		—		2,938,364		—			3,169,050
Weighted average common shares outstanding – diluted		44,273,569		47,132,833		44,265,420			47,194,638
Diluted earnings per share	$	(0.01)	$	0.00	$	(0.01)	$		0.01

9

ITEM 2.                 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents a review of the condensed operating results of Brekford Corp. for the three and six months ended June 30, 2013 and 2012 and the financial condition of Brekford Corp. at June 30, 2013. The discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included herein, as well as Brekford Corp.’s audited financial statements for the year ended December 31, 2012 filed with its Annual Report on Form 10-K on March 8, 2013.

Forward-Looking Statements

This Annual Report on Form 10-Q (“Quarterly Report”) may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.  Readers of this report should be aware of the speculative nature of “forward-looking statements.”  Statements that are not historical in nature, including those that include the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and similar expressions, are based on current expectations, estimates and projections about, among other things, the industry and the markets in which we operate, and they are not guarantees of future performance.  Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including risks and uncertainties discussed in this report; general economic, market, or business conditions and their effects; industry competition, conditions, performance and consolidation; changes in applicable laws or regulations; changes in the budgets and/or public safety priorities of our customers; economic or operational repercussions from terrorist activities, war or other armed conflicts; the availability of debt and equity financing; and other circumstances beyond our control.  Consequently, all of the forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated will be realized, or if substantially realized, will have the expected consequences on our business or operations.

Forward-looking statements speak only as of the date the statements are made. Except as required by applicable laws, we do not intend to publish updates or revisions of any forward-looking statements we make to reflect new information, future events or otherwise.  If we update one or more forward-looking statements, then no inference should be drawn that we will make additional updates with respect thereto or with respect to other forward-looking statements.

Depending upon the context, the terms “BFDI,” “Brekford Corp.,” “Company,” “we,” “our,” and “us,” as used in this Annual Report refer to Brekford Corp. and its consolidated subsidiary.

Overview

Brekford Corp. (OTCBB; OTCQB: BFDI) headquartered in Hanover, Maryland is a public safety technology services provider of mobile computer and video systems through its vehicle upfitting services to homeland security agencies and federal, state, and municipal law enforcement agencies and offers traffic safety solutions to municipalities, including automated photo speed enforcement and red light camera solutions.  Brekford is an established company which, for more than a decade, has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the United States. Brekford provides these departments and agencies with an end-to-end suite of rugged mobile information technology (IT), vehicle upfitting services, and automated traffic safety photo enforcement technology solution.  Brekford has one wholly-owned subsidiary, Municipal Recovery Agency, LLC, a Maryland limited liability company, that was formed in 2012 and engages in the business of providing collection systems and services for unpaid citations and parking fines.

Brekford is a one-stop shop with its unique 360-degree approach to vehicle upfitting installations, cutting edge rugged mobile technology, and automated traffic enforcement services for jurisdictions and municipalities. We provide bumper-to-bumper vehicle modification, automated traffic enforcement products, road safety camera programs, including red light and speed photo enforcement systems, and back office processing services. The Brekford 360-degree approach provides our customers with a one-stop engineered solution. Our commitment to top quality services, along with the core values that our employees strongly uphold:  integrity; accountability; respect; excellence; and teamwork; is why we believe Brekford is the premier all-around vehicle upfitting and automated traffic safety technology solutions provider.

Products and Services

Public safety is a major concern for most communities – especially as populations grow, public safety budgets are reduced. One way to help make streets safer while reducing workload is a well-run photo red light or speed enforcement program. The objective of photo enforcement is to help reduce the incidences of aggressive driving through voluntary compliance. Revenue generated from fines routinely goes directly back into supporting other public safety initiatives.

According to the National Highway Traffic Safety Administration’s (NHTSA) Traffic Safety Facts 2008 Report, there were more than 2.3 million reported intersection-related crashes, approximately 733,000 injury crashes, and more than 7,770 fatalities in 2008. NHTSA’s Fatality Analysis Reporting System (FARS) reports that red-light running crashes alone caused 762 deaths in 2008.  An estimated 165,000 people are injured annually by red-light runners. (Source: Status Report, Vol. 42, No. 1, IIHS, January 2007).

Although opponents of red light cameras cite the increase in rear end collisions as cause for disapproval of cameras, a recent study conducted by the Insurance Institute for Highway Safety (Feb. 2011) reported that red-light cameras reduced fatal red light running crashes by 24%. Because the types of crashes prevented by red light cameras tend to be far more severe than rear-end crashes, research has shown there is a positive aggregate benefit. Photo Enforcement solutions can reduce collisions, injuries and deaths by providing a useful tool for municipalities and law enforcement agencies – without unduly taxing drivers who do not break the law. Today, more than 500 communities across the U.S. operate red light or speed camera enforcement programs.

10

Brekford’s automated traffic safety enforcement products offer intersection safety (red light), photo speed, work zone and school bus enforcement options by way of a complete suite of solution-based products.  By assembling a team of industry professionals with the most experience in this field, we have developed equipment and a full turn-key solution that we believe will ensure the success of any program.  Having the advantage of a team with experience, we have created and implemented some of the most cutting-edge features into our design – while constructing end-to-end systems specifically with our clients’ needs in mind.

Automatic Traffic Safety Enforcement - Photo Speed & Red light Enforcement

Automatic traffic enforcement systems are one of a wide range of measures that are effective at reducing vehicle speeds and crashes. The automated speed enforcement (“ASE”) system is an enforcement technique with one or more motor vehicle sensors producing recorded images of motor vehicles traveling at speeds above a defined threshold. Images captured by the ASE system are processed and reviewed in an office environment and violation notices are mailed to the registered owner of the identified vehicle. ASE, if used, is one technology available to law enforcement as a supplement and not a replacement for traditional enforcement operations. Evaluations of ASE, both internationally and in the United States have identified some advantages over traditional speed enforcement methods.  These include:

●   High rate of violation detection. ASE units can detect and record multiple violations per minute. This can provide a strong deterrent effect by increasing drivers’ perceived likelihood of being cited for speeding.

●   Physical safety of ASE operators and motorists. ASE can operate at locations where roadside traffic stops are dangerous or infeasible, and where traffic conditions are unsafe for police vehicles to enter the traffic stream and stop suspected violators. With ASE there is normally no vehicle pursuit or confrontation with motorists. ASE might also reduce the occurrence of traffic congestion due to driver distraction caused by traffic stops on the roadside.

●   Fairness of operation. Violations are recorded for all vehicles traveling in excess of the enforcement speed threshold.

●   Efficient use of resources. ASE can act as a “force multiplier,” enhancing the influence of limited traffic enforcement staff and resources.

Financial Services- Revenue Reclamation Services

Beyond traditional tax collection on income or property - both subject to levies and encumbrances enforcement - state agencies and local municipalities rely heavily on fine and fee revenue generated from a multitude of violator funded sources.  For example, jurisdictions generate sizable revenues from court fees, traffic and parking violations, ordinance infractions, and library and utility arrearages. Each of these revenue sources funds public safety and community development initiatives and without the income the services are curtailed. Brekford offers client-specific solutions to these agencies and municipalities to assist them with collecting unpaid fines, including:

●   Notification Continuance

●   Mail House and Printing Service

●   Data Purification and Verification Service

●   Back Office Support Service

-  Call Center Response (Inbound & Out Bound)

-  Lock-Box & Treasury Services

-  Payment Processing

Electronic Ticketing System- Slick-Ticket ™

Many of today’s law enforcement agencies are struggling to balance the increasing demand from their citizens for more services with limited and/or declining budgets. One of the easiest and most cost-effective ways agencies can address this issue is by deploying an electronic ticketing, or E-Ticketing solution. Automating the ticket issuing and processing system can significantly decrease cost, increase productivity and improve officer safety.

Brekford offers a unique functionality that streamlines the data entry process even further.  Many law enforcement agencies that have deployed a mobile data system run background queries from national (NCIC), state, and local databases and Brekford’s solution captures the data from these mobile query files and auto-populates all of the requisite data into the electronic citation (E-Tix) form on the screen.  Brekford’s Slick-Ticket ™ product is a fully portable, over-the-seat organizer for public safety vehicles, specially designed to house a printer and scanner to allow law enforcement officers to quickly access driver's license and registration information as well as issue tickets, warnings and citations.  

11

Rugged Information Technology Solutions –Mobile data & Digital Video

Law enforcement agency, fire department and EMS personnel have unique requirements for fleet vehicle upfitting and IT equipment to include characteristics such as ruggedness and reliability. The equipment must be able to work in extreme environments that include high levels of vibration and shock, wide temperature ranges, varying humidity, electromagnetic interference as well as voltage and current transients. Our rugged and non-rugged IT products and mobile data communication systems provide public safety workers with the unique functionalities necessary to enable effective response to emergency situations.

For more than a decade, Brekford has been a distributor for most major brands in the mobile technology arena. We handle everything from Panasonic Toughbooks® and Arbitrator® digital video systems to emergency lighting systems and wireless technology.  We believe that we have all of the high-end products our customers need to handle their day-to-day operations and protect the public they serve. Every product we sell is tested by highly trained technicians and guaranteed to work in even the most extreme conditions. We specialize in seamlessly incorporating custom built solutions within existing networks. We deliver our end-to-end solutions with service programs that work for agencies large and small, from turn-key drop shipping to municipal leases. Our commitment is to design and deliver solutions that meet or exceed industry standards for safety, ergonomics, reliability, serviceability and uniformity.

We develop integrated, interoperable, feature-rich mobile systems that enable first responders, such as police, fire and EMS, to obtain and exchange information in real time. The rapid dissemination of real time information is critical to determine and assure timely and precise resource allocation by public sector decision makers. As a premiere Panasonic Toughbook partner, we augment these rugged laptops by designing and manufacturing vehicle mounting systems and docking stations for in-vehicle communications equipment. From rugged laptop computers, tablets and hand-helds, GPS terminals, two-way radios, and full console systems, we provide ergonomically sound mounting products with full port replication.

Toughbook Arbitrator is a rugged revolution in law enforcement video capture. The fully integrated system offers unparalleled video capture (up to 360 degrees), storage and transfer, and is designed to work with back-end software for seamless video management, including archiving and retrieving.  Brekford augments this solution with an Automatic License Plate Reader (ALPR / LPR), an image-processing technology used to identify vehicles by their license plates.  License Plate Readers (LPRs) can record plates at about one per second at speeds of up to 70 MPH and they often utilize infrared cameras for clarity and to facilitate reading at any time of day or night. The data collected can either be processed in real-time, at the site of the read, or it can be transmitted to remote centers and processed at a later time.

 360° Vehicle Solution- Upfitting

The Brekford 360-degree vehicle solution provides complete vehicle upfitting, mobile data and video solutions including municipal financing and leasing services for agencies. The 360-degree vehicle solutions approach provides customers with a one-stop upfitting, cutting edge technology and installation service. The 360-degree approach is the only stop our customers need to purchase law enforcement vehicles (GM, Ford, Dodge), have them upfitted with lights, sirens, radio communication and rugged IT technology, and then have them "ready to roll". Our mission is to provide and install equipment that ensures safe and efficient mission critical vehicles while incorporating the latest technological advances. We adhere to strict quality control procedures and provide comprehensive services. The Brekford certified installation team provides our customers the highest level of expertise and service from inception to completion, including maintenance and upgrades.

We distinguish ourselves by truly being a “one-stop shop” for vehicle upfitting, cutting edge technology, and installation services.  Unlike our competitors, we provide customers with one place to purchase law enforcement vehicles that are not only upfitted with the traditional lights and sirens but also with rugged IT hardware and communications equipment.  Our 360-degree engineered bumper-to-bumper vehicle solution, our commitment to top quality, fast, reliable service, along with our streamlined purchasing process is why we believe Brekford is the best all-around vehicle and automated traffic enforcement technology solutions provider

12

Results of Operations

Results of Operations for the Six Months Ended June 30, 2013 and 2012

The following tables summarize and compare selected items from the statements of operations for the six months ended June 30, 2013 and the six months ended June 30, 2012.

	SixMonths Ended June 30,						(Decrease) / Increase
	2013			2012			$		%
Net Revenues	$	8,062,437		$	8,236,363		$	(173,926)	(2.11)	%
Cost of Revenues		6,133,937			6,081,378			52,559	0.86	%
Gross Profit	$	1,928,500		$	2,154,985		$	(226,485)	(10.51)	%
Gross Profit Percentage of Revenue		23.92	%		26.16	%

Revenues

Revenues for the six months ended June 30, 2013 amounted to $8,062,437 as compared to revenues of $8,236,363 for the six months ended June 30, 2012, representing a decrease of $173,926 or 2.11%.   The decrease in revenues for the first six months of 2013 when compared to the same period of last year was primarily due to decrease in sales for rugged IT products.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2013 amounted to $6,133,937 as compared to $6,081,378 for the six months ended June 30, 2012, an increase of $52,559 or 0.86%, primarily due to increases in the costs of our automated traffic enforcement program and vehicle upfitting services.

 Gross Profit

Gross profit for the six months ended June 30, 2013 amounted to $1,928,500 as compared to $2,154,985 for the six months ended June 30, 2012, a decrease of $226,485 or 10.51%, primarily due to lower profit margins from rugged IT products and vehicle upfitting services.

Expenses

	SixMonths Ended June 30,				Increase / (Decrease)
	2013		2012		$		%
OPERATING EXPENSES
Salaries and related expenses	$	905,285	$	783,329	$	121,956	15.57	%
Selling, general and administrative expenses		1,338,315		1,047,470		290,845	27.77	%
Total operating expenses	$	2,243,600	$	1,830,799	$	412,801	22.55	%

13

Salaries and Related Expenses

Salaries and related expenses for the six months ended June 30, 2013 amount to $905,285 as compared to $783,329 for the six months ended June 30, 2012, an increase of $121,956 or 15.57%, due to an increase in staff for the automated traffic enforcement program and information technology since June 30, 2012 and an increase in the related benefit programs for the employees resulting from the temporary suspension by our largest customer of its automated traffic enforcement program in April 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2013 amounted to $1,338,315 as compared to $1,047,470 for the six months ended June 30, 2012, an increase of $290,845 or 27.77%. The increase was due to corporate development expense, and increased depreciation and amortization costs when compared to the same period of 2012.

Net (Loss) Income

Net loss for the six months ended June 30, 2013 amounted to $400,469 compared to net income of $249,845 for the six months ended June 30, 2012, a decrease of $650,314 or 260.29%. The decrease was due to increased expenses related to salaries and related benefit programs, resulting from the temporary suspension by our largest customer of its automated traffic enforcement program in April 2013. No timetable has been established for when this program will be restarted, but the Company is working with its customer to address the clerical issues that led to the suspension. There were additional expenses related to corporate development and equipment depreciation and amortization when compared to the same period of 2012 which contributed to the loss.

Results of Operations for the Three Months Ended June 30, 2013 and 2012

The following tables summarize and compare selected items from the statement of operations for the three months ended June 30, 2013 and the three months ended June 30, 2012.

	ThreeMonths Ended June 30,						(Decrease) / Increase
	2013			2012			$		%
Net Revenues	$	3,667,598		$	4,087,360		$	(419,762)	(10.27)	%
Cost of Revenues		3,002,452			3,003,911			(1,459)	(0.05)	%
Gross Profit	$	665,146		$	1,083,449		$	(418,303)	(38.61)	%
Gross Profit Percentage of Revenue		18.14	%		26.51	%

Revenues

Revenues for the three months ended June 30, 2013 amounted to $3,667,598 as compared to revenues of $4,087,360 for the three months ended June 30, 2012, representing a decrease of $419,762 or 10.27%. The decrease in revenues for the first six months of 2013 when compared to the same period of last year was primarily due to decrease in sales for rugged IT products.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2013 amounted to $3,002,452 as compared to $3,003,911 for the three months ended June 30, 2012, a decrease of $1,459 or 0.05%.

Gross profit for the three months ended June 30, 2013 amounted to $665,146 as compared to $1,083,449 for the three months ended June 30, 2012, a decrease of $418,303 or 38.61%, primarily due to lower profit margins from rugged IT products and vehicle upfitting services.

Expenses

	ThreeMonths Ended June 30,				Increase / (Decrease)
	2013		2012		$		%
OPERATING EXPENSES
Salaries and related expenses	$	457,197	$	355,116	$	102,081	28.75	%
Selling, general and administrative expenses		635,851		564,776		71,075	12.58	%
Total operating expenses	$	1,093,048	$	919,893	$	173,155	18.82	%

14

Salaries and Related Expenses

Salaries and related expenses for the three months ended June 30, 2013 amounted to $457,197 as compared to $355,116 for the three months ended June 30, 2012, an increase of $102,081 or 28.75%, due to an increase in staff for the automated traffic enforcement program and information technology since June 30, 2012 and an increase in the related benefit programs for the employees resulting from the temporary suspension by our largest customer of its automated traffic enforcement program in April 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2013 amounted to $635,851 as compared to $564,776 for the three months ended June 30, 2012, an increase of $71,075 or 12.58%. The increase was due to increases in corporate development expense, depreciation and amortization costs when compared to the same period of 2012.

Net (Loss) Income

Net loss for the three months ended June 30, 2013 amounted to $476,068 compared to net income of $126,535 for the three months ended June 30, 2012, a decrease of $602,603 or 476.23%. The decrease was due to increased expenses related to salaries and related benefit programs, resulting from the temporary suspension by our largest customer of its automated traffic enforcement program in April 2013. No timetable has been established for when this program will be restarted, but the Company is working with its customer to address the clerical issues that led to the suspension. There were additional expenses related to corporate development and equipment depreciation and amortization when compared to the same period of 2012 which contributed to the loss.

Financial Condition, Liquidity and Capital Resources

At June 30, 2013, we had total current assets of $7.1 million and current liabilities of $6.9 million resulting in a working capital surplus of $0.2 million. Inventory totaled $0.69 million as of June 30, 2013 and primarily consisted of raw materials related to future product sales.

The Company reported a net loss of $400,469 for the six months ended June 30, 2013 and its accumulated deficit increased to $8,049,448 at June 30, 2013. Cash flows used in operations for the six months ended June 30, 2013 were $1,851,465.

Management believes that the Company’s current level of working capital combined with funds that it expects to generate in its operations during the next 12 months and available from its $3,500,000 line of credit facility will be sufficient to sustain the business through at least June 30, 2014.  While the Company has taken certain measures to conserve its capital and maintain its liquidity as it continues the effort to pursue its business initiatives, there can be no assurance that the Company will be successful in its efforts to expand its operations or that the expansion of its operations will improve its operating results.  The Company also cannot provide any assurance that unforeseen circumstances, such as the continuation, or further deterioration, of the current weak economy, will not have a material adverse effect on the business that could require it to raise additional capital or take other measures to sustain operations in the event that outside sources of capital are not available.  Although the Company has no specific indication that its business will be affected by the current weakened economic conditions or at a level beyond management’s ability to manage this risk, this matter is an uncertainty that is under continuous review by management. The weakened economy could also have an effect on the Company’s ability to obtain external funding if needed. If the Company encounters unforeseen circumstances, then it may need to curtail certain of its operations. Although management believes the Company has access to adequate capital resources, it has not secured any commitments for new financing at this time nor can it provide any assurance that new capital will be available to it on acceptable terms, if at all.

Management expects to incur a significant increase in working capital requirement for the Company’s continued expansion in the automated traffic enforcement business but expects to cover the requirements of this expansion with funds it anticipates to generate in its operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

15

Critical Accounting Policies and Estimates

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 discusses the most critical accounting policies and estimates that management uses to prepare our consolidated financial statements, which include those relating to accounts receivables allowances, revenue recognition, warrants and other derivative financial instruments and income taxes. We have reviewed those polices and believe that they remain our most critical accounting policies for the six months ended June 30, 2013, and that no material changes therein have occurred.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act with the SEC, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in those rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer who also serves as the principal accounting officer (“CEO”), to allow for timely decisions regarding required disclosure.  In designing and evaluating these disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated can provide only reasonable, but not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain judgments and assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

An evaluation of the effectiveness of these disclosure controls and procedures as of June 30, 2013 was carried out under the supervision and with the participation of the Company’s management, including the CEO.  Based on that evaluation, the Company’s management, including the CEO, has concluded that the Company’s disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting discussed below. A material weakness is a control deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5) or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, management identified, through its annual evaluation as of December 31, 2012, a material weakness in the Company’s internal control over financial reporting, in that the Company does not employ a sufficient number of qualified accounting personnel to ensure proper and timely evaluation of complex accounting, tax, and disclosure issues that may arise during the course of the Company’s business.  Management has concluded that this material weakness likewise existed as of June 30, 2013.  The Company intends to address this material weakness by reviewing the Company’s accounting and finance processes to identify any improvements thereto that might enhance the Company’s internal control over financial reporting and determine the feasibility of implementing such improvements and by seeking qualified employees and/or outside consultants who possess the knowledge needed to eliminate this weakness.  The Company’s ability to remediate this weakness may, however, be delayed or limited by resource constraints, a lack of qualified persons in the Company’s market area and/or competition from other employers.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2013, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

16

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company was not a party to pending legal proceedings during the period ended June 30, 2013 that are material to the Company or its assets.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

During the period ended June 30, 2013, Brekford Corp. issued an aggregate of 25,000 shares of restricted common stock to a consultant as equity compensation for services to be rendered to Brekford Corp..  Based on a per share price of $0.71 on the date of grant, these shares represent $17,750 in services to be rendered by the consultant.  The shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving a public offering.  Accordingly, the shares may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements.

Issuer Repurchases of Equity Securities

Neither the Company nor any of its affiliated purchasers (as defined by Rule 10b-18 under the Exchange Act) purchased any shares of the Company’s common stock during the quarter ended June 30, 2013.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits that are filed or furnished with this report are listed in the Exhibit Index which immediately follows the signatures hereto, and that Exhibit Index is incorporated herein by reference.

17

SIGNATURES

Pursuant to 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.

	Brekford Corp.
Date: August 2, 2013	By:	/s/ C.B. Brechin
		Chandra (C.B.) Brechin
		Chief Executive Officer, Chief Financial Officer, Treasurer and Director
		(Principal Executive Officer and Principal Financial Officer)

18

EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS	XBRL Instance Document (furnished herewith).
101.SCH	XBRL Taxonomy Extension Schema (furnished herewith).
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (furnished herewith).
101.DEF	XBRL Taxonomy Extension Definition Linkbase (furnished herewith).
101.LAB	XBRL Taxonomy Extension Label Linkbase (furnished herewith).
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (furnished herewith).

19