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~~December 3031, 2011

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

For the transition period from to

Commission File Number

0-17187

LOGIC Devices Incorporated

(Exact name of registrant as specified in its charter)

California

94-2893789

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1375 Geneva Drive, Sunnyvale, California 94089

(Address of principal executive offices) (Zip Code)

(Zip Code)

(408) 542-5400

(Registrant’s telephone number, including area code)

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

Yes ~~[X]~~þ No ~~[ ]~~ o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~website~~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 ~~[ ]~~ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See ~~definition~~the ofdefinitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer [ ]~~filer o Accelerated ~~Filer~~filer ~~[ ]~~o Non-~~Accelerated~~accelerated ~~Filer [ ]~~filer o Smaller ~~Reporting~~reporting ~~Company~~company ~~[X]~~þ

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

Yes ~~[ ]~~o No ~~[X]~~ þ

As of ~~July~~February 2213, ~~2011~~2012, 7there were 9,~~889~~963,~~212~~ 620 shares of ~~Common~~the ~~Stock~~registrant’s common stock, without par value, ~~were~~ issued and outstanding.

LOGIC Devices Incorporated

INDEX

			Page
			Number
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Balance Sheets as of June 30, 2011 and September 30, 2010	3
		Condensed Balance Sheets as of December 31, 2011 and September 30, 2011	3
		Condensed Statements of Operations for the quarters and nine months ended June 30, 2011 and 2010	4
		Condensed Statements of Operations for the quarters ended December 31, 2011 and 2010	4
		Condensed Statements of Cash Flows for the nine months ended June 30, 2011 and 2010	5
		Condensed Statements of Cash Flows for the quarters ended December 31, 2011 and 2010	5
		Notes to Condensed Financial Statements	6
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		9
	Item 3. Quantitative and Qualitative Disclosures about Market Risk		11
	Item 4. Controls and Procedures		11
Part II. Other Information
	Item 1. Legal Proceedings		12
	Item 1A. Risk Factors		12
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		12
	Item 4. Removed and Reserved		13
	Item 3. Defaults Upon Senior Securities		12
	Item 4. Mine Safety Disclosures (Not applicable.)		12
	Item 5. Other Information		12
	Item 6. Exhibits		13
Signatures			1617

Part I – Financial Information

Item 1. Financial Statements

LOGIC Devices Incorporated

Condensed Balance Sheets

	June 30,		September 30,
				December 31,			September 30,
	~~2011~~		~~2010~~		2011		2011
	(unaudited)
				Unaudited			*
~~ASSETS~~	ASSETS
~~Current assets:~~	Current assets:
~~Cash and cash equivalents~~	~~$ 15,500~~	Cash and cash equivalents	~~$ 241,600~~		$	10,900	$	64,100
~~Accounts receivable~~	~~340,200~~	Accounts receivable	~~176,600~~		87,500		134,200
~~Inventory~~	~~1,060,600~~	Inventory	~~963,600~~		1,086,100		1,073,200
Prepaid expenses	145,000		63,700
		Prepaid expenses and other current assets			111,700		97,000
~~Total current assets~~	~~1,561,300~~		~~1,445,500~~Total current assets		1,296,200		1,368,500
~~Property and equipment, net~~	~~814,900~~	Property and equipment, net	~~941,600~~		766,300		785,100
~~Capitalized software, net~~	~~445,700~~	Capitalized software, net	~~351,500~~		470,300		451,400
~~Other assets~~	~~22,100~~	Other assets	~~22,100~~		22,100		22,100
	$ 2,844,000		$ 2,760,700
					$	2,554,900	$	2,627,100
~~LIABILITIES AND SHAREHOLDERS' EQUITY~~	LIABILITIES AND SHAREHOLDERS' EQUITY
~~Current liabilities:~~	Current liabilities:
Line of credit	$ 173,900		$ -
		Bank borrowings			$	32,800	$	51,400
~~Accounts payable~~	~~126,700~~	Accounts payable	~~85,400~~		191,300		189,200
Accrued payroll and benefits	98,900		132,100
		Accrued payroll and vacation			100,300		115,700
~~Other accrued expenses~~	~~43,000~~	Other accrued expenses	~~13,300~~		40,600		37,500
Due to related party	55,000		-
		Related party notes payable			374,000		174,000
~~Total current liabilities~~	~~497,500~~		~~230,800~~Total current liabilities		739,000		567,800
~~Deferred rent~~	~~50,800~~	Deferred rent	~~50,600~~		48,200		50,200
~~Total liabilities~~	~~548,300~~		~~281,400~~Total liabilities		787,200		618,000
Commitments and contingencies
	Commitments and contingencies (Note 5)
~~Shareholders' equity:~~	Shareholders' equity:
Preferred stock, no par value, 1,000,000 shares authorized
		Preferred stock; no par value; 1,000,000 shares authorized
5,000 designated as Series A, 0 shares issued and outstanding	-		-
			5,000 designated as Series A; no shares issued and outstanding		-		-
70,000 designated as Series B, 0 shares issued and outstanding
			70,000 designated as Series B; no shares issued and outstanding		-		-
Common stock, no par value, 10,000,000 shares authorized
		Common stock; no par value; 10,000,000 shares authorized
7,794,839 and 7,176,581 shares issued and outstanding, respectively	19,221,200		18,796,200
			8,918,166 and 8,068,700 shares issued and outstanding, respectively		19,516,200		19,371,200
~~Additional paid-in capital~~	~~233,900~~	Additional paid-in capital	~~211,700~~		237,500		237,000
~~Accumulated deficit~~	~~(17,159,400)~~	Accumulated deficit	~~(16,528,600)~~		(17,986,000)		(17,599,100)
~~Total shareholders' equity~~	~~2,295,700~~		~~2,479,300~~Total shareholders' equity		1,767,700		2,009,100
	$ 2,844,000		$ 2,760,700
					$	2,554,900	$	2,627,100
See accompanying Notes to Condensed Financial Statements.
	* Amounts derived from the audited financial statements for the fiscal year ended September 30, 2011.

See accompanying Notes to Condensed Financial Statements.

LOGIC Devices Incorporated

Condensed Statements of Operations

(~~unaudited~~Unaudited)

	Quarter Ended June 30,			Nine Months Ended June 30,
				Quarters Ended December 31,
	~~2011~~		~~2010~~	2011		~~2010~~	2010
~~Net revenues~~	$Net ~~406,400~~revenues		~~$ 272,100~~	$ ~~1,184,600~~	171,900	~~$ 1,927,500~~	$	204,800
~~Cost of revenues~~	~~114,600~~Cost of revenues		~~233,400~~	~~425~~181,~~800~~900		~~910,900~~	118,200
Gross margin	291,800		38,700	758,800		1,016,600
	Gross (loss) margin			(10,000)			86,600
~~Operating expenses:~~	Operating expenses:
~~Research and development~~	~~176,600~~	Research and development	~~172,300~~	~~537~~102,~~300~~700		~~814,200~~	195,800
Sales, general and administrative	232,100		270,600	846,500		944,800
		Selling, general and administrative		269,600			297,300
~~Total operating expenses~~	~~408,700~~		~~442,900~~Total operating expenses	1372,~~383,800~~300		~~1,759,000~~	493,100
~~Loss from operations~~	~~(116,900)~~Loss from operations		~~(404,200)~~	(~~625~~382,~~000~~300)		~~(742,400)~~	(406,500)
Interest and other expense, net	(2,100)		-	(5,000)		5,700
	Interest expense			(4,500)			-
Loss before taxes	(119,000)		(404,200)	(630,000)		(736,700)
	Loss before income tax provision			(386,800)			(406,500)
Tax provision	800		600	800		2,900
	Provision for income taxes			100			-
~~Net loss~~	$Net ~~(119,800)~~loss		~~$ (404,800)~~	$ ~~(630,800)~~	(386,900)	~~$ (739,600)~~	$	(406,500)
Basic and diluted:
	Basic and diluted loss per share			$	(0.05)		$	(0.06)
Loss per share	$ (0.02)		$ (0.06)	$ (0.08)		$ (0.11)
	Basic and diluted weighted average shares outstanding			8,482,087			7,284,299
Weighted average shares outstanding	7,748,267		6,817,771	7,574,429		6,815,549
See accompanying Notes to Condensed Financial Statements.

See accompanying Notes to Condensed Financial Statements.

LOGIC Devices Incorporated

Condensed Statements of Cash Flows

(~~unaudited~~Unaudited)

	Nine Months Ended June 30,
					Quarters Ended December 31,
	~~2011~~		~~2010~~		2011		2010
~~Cash flows from operating activities:~~	Cash flows from operating activities:
~~Net loss~~	~~$ (630,800)~~	Net loss	~~$ (739,600)~~		$	(386,900)	$	(406,500)
Adjustments to reconcile net loss to net cash used in operating activities:
		Adjustments to reconcile net loss to net cash used by operating activities:
~~Depreciation and amortization~~	~~211,400~~		~~223,500~~Depreciation and amortization		66,600		68,300
~~Deferred rent~~	~~200~~		~~45,900~~Deferred rent		(2,000)		-
~~Stock-based compensation~~	~~22,200~~		~~6,400~~Stock-based compensation		500		-
~~Changes in current assets and liabilities:~~			Changes in current assets and liabilities:
~~Accounts receivable~~	~~(163,600)~~		~~144,200~~	Accounts receivable	46,700		66,400
~~Inventory~~	~~(97,000)~~		~~251,400~~	Inventory	(12,900)		(45,900)
~~Prepaid expenses~~	~~(81,300)~~		~~8,600~~	Prepaid expenses	(14,700)		7,900
~~Accounts payable~~	~~41,300~~		~~43,100~~	Accounts payable	2,100		56,700
Accrued payroll and benefits	(33,200)		(5,400)
				Accrued payroll and vacation	(15,400)		(26,500)
~~Other accrued expenses~~	~~29,700~~		~~(52,000)~~	Other accrued expenses	3,100		19,400
Net cash used in operating activities	(701,100)		(73,900)
	Net cash used by operating activities				(312,900)		(260,200)
~~Cash flows from investing activities:~~	Cash flows from investing activities:
~~Capital expenditures~~	~~(70,200)~~	Capital expenditures	~~(259,500)~~		(40,500)		(37,400)
~~Capitalized software~~	~~(108,700)~~	Capitalized software	~~(257,600)~~		(26,200)		(58,700)
Net cash used in investing activities	(178,900)		(517,100)
	Net cash used by investing activities				(66,700)		(96,100)
Cash flows from financing activities
	Cash flows from financing activities:
Proceeds from exercise of stock options	-		3,000
		Proceeds from line of credit			172,900		-
Proceeds of common stock private placements	425,000		-
		Repayments to line of credit			(191,500)		-
Proceeds from bank borrowings	717,600		-
		Proceeds of common stock private placements			145,000		175,000
Repayments of bank borrowings	(543,700)		-
		Proceeds of related party notes payable			200,000		-
Proceeds of related party notes payable	55,000
	Net cash provided by financing activities				326,400		175,000
Net cash provided by financing activities	653,900		3,000
	Net decrease in cash and cash equivalents				(53,200)		(181,300)
Net decrease in cash and cash equivalents	(226,100)		(588,000)
	Cash and cash equivalents, beginning				64,100		241,600
Cash and cash equivalents, beginning balance	241,600		1,238,400
	Cash and cash equivalents, ending				$	10,900	$	60,300
Cash and cash equivalents, ending balance	$ 15,500		$ 650,400
Interest expense paid	$ 6,100		$ -
See accompanying Notes to Condensed Financial Statements.

See accompanying Notes to Condensed Financial Statements.

LOGIC Devices Incorporated

Notes to Condensed Financial Statements

(~~unaudited~~Unaudited)

1. Basis of Presentation

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

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions for Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, and cash flows for the Company, in conformity with accounting principles generally accepted in the United States of America. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements that include all information and footnotes necessary for such a presentation of the Company’s financial position, results of operations, and cash flows for the fiscal years ended September 30, ~~2010~~2011 and ~~2009~~2010. The audited financial statements and notes thereto are included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on December 2729, ~~2010~~2011. It is suggested that the accompanying unaudited interim financial statements be read in conjunction with the aforementioned audited financial statements. In the opinion of management, the unaudited interim financial statements reflect all adjustments (consisting of normal and recurring accruals) necessary to make the results of operations for the interim periods a fair statement of such operations. The results of operations for the ~~interim~~quarter ~~period~~ ended ~~June~~December 3031, 2011 are not necessarily indicative of the results to be expected for the full fiscal year toending ~~end~~ September 30, ~~2011~~2012.

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

2. Inventories

A summary of inventories follows:

	June 30,	September 30,
		December 31,		September 30,
	~~2011~~	~~2010~~2011		2011
Raw materials	$ 103,000	$ 92,100
		Unaudited
Work-in-process	222,800	181,300
	Raw materials	$	99,400	$	99,100
Finished goods	734,800	690,200
	Work in process	256,900		255,400
	$ 1,060,600	$ 963,600
	Finished goods	729,800		718,700
		$	1,086,100	$	1,073,200

~~3. Shareholders’ Equity and~~ ~~Related Party Transactions~~6

~~The~~ ~~Company issues options to purchase common stock to its employees, certain consultants, and certain of its board members~~3. Capitalized Options are generally granted with an exercise price equal to the closing market value of a common share at the date of grant, have five- to ten-year terms and typically vest over periods ranging from immediately to three years from the date of grant. There are 1,105,000 authorized shares remaining for granting of future options.Software

During fiscal 2010, the Company began capitalizing costs for internal test software development. The test programs are used to test the Company’s products before the products are sold by the Company to end-users, and the test programs are never used by individuals outside of the Company. As of December 31, 2011, these capitalized software development costs aggregated $499,300. Amortization expense for fiscal 2011 was $29,000. There was no amortization expense related to capitalized software during fiscal 2010 as all products were in the application development stage.

4. Shareholders’ Equity and Related Party Transactions

The Company issues options to purchase common stock to its employees, certain consultants, and certain of its board members. Options are generally granted with an exercise price equal to the closing market value of a common share at the date of grant, have five- to ten-year terms and typically vest over periods ranging from immediately to three years from the date of grant. There are 770,834 authorized shares remaining for granting of future options.

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

	2011		2010
	Fiscal 2012
Dividend yield	~~None~~	None	~~None~~
Expected volatility	~~128.60%~~	156.60%	~~134.30%~~
Expected annual forfeiture rate	~~10%~~	10%	~~10%~~
Risk-free interest rate	~~1.10%~~	0.41%	~~1.50%~~
Expected term (years)	4	4	4

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

The estimated fair value of equity-based awards, less expected forfeitures, is amortized over the award’s vesting period on a straight-line, generally over three years. Share-based compensation expense recognized in the statements of operations for the ~~nine~~quarter ~~months~~ ended ~~June~~December 3031, 2011 ~~and 2010~~ related to common ~~stock~~ stock option grants was $~~22,200~~500 ~~and $45,000~~ (fair value of $0.5211 ~~and $1.24~~ per share)~~, respectively~~. There was no share-based compensation expense recognized during the quarter ended ~~June 30~~December 31, ~~2011 and~~ 2010.

During the ~~nine~~quarter ~~months~~ ended ~~June~~December 3031, 2011, the Company raised $~~425~~145,000 through ~~ten~~five private placements to the ~~Company’s president,~~ chairman of the Company’s board of directors, and ~~one other~~an additional board member, as detailed below:

	~~# of Shares~~	~~Amount~~# of Shares	Amount
To chairman of the board, November 9, 2010	62,500	$ 50,000
To the chairman of the board, October 18, 2011		87,500	$	35,000
To president, December 6, 2010	83,333	50,000
To a board member, December 1, 2011		192,308	25,000
To chairman of the board, December 9, 2010	75,758	50,000
To the chairman of the board, December 2, 2011		230,769	30,000
To president, December 27, 2010	39,062	25,000
To a board member, December 7 2011		138,889	25,000
To president, January 13, 2011	64,935	50,000
To the chairman of the board, December 23, 2011		200,000	30,000
To president, January 27, 2011	60,241	50,000
		849,466	$	145,000
To board member, January 31, 2011	27,778	25,000
To chairman of the board, February 7, 2011	64,935	50,000
To chairman of the board, April 11, 2011	106,383	50,000
To board member, April 29, 2011	33,333	25,000
	618,258	$ 425,000

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

~~4. Working Capital~~ 7

On ~~February 25, 2011, the Company entered into an asset-based line of credit with Summit Financial Resources LP for its accounts receivable~~5. Working The Company may borrow up to 80% of domestic accounts receivable at a daily interest rate of prime plus 2%, plus a monthly management fee of 1.1% of the borrowed accounts. As of June 30, 2011, the Company owes $173,900 on the line of credit. Interest expense on these borrowings was $6,100 for the nine months ended June 30, 2011.Capital

On ~~March~~February 1025, 2011, the Company entered into an ~~equity~~asset-based line ~~agreement~~of ~~(the~~credit ~~Agreement)~~ with ~~Dutchess~~Summit ~~Opportunity~~Financial ~~Fund,~~Resources ~~II,~~ LP ~~(Dutchess).~~for ~~Subject~~its toaccounts ~~the~~receivable. ~~terms~~The ~~and conditions of the Agreement, the~~ Company ~~has~~may borrow ~~the right to “put,” or sell~~ up to ~~$5.0~~ ~~million~~80% ~~in shares~~ of ~~its~~domestic ~~common~~accounts ~~stock~~receivable toat ~~Dutchess.~~a Itdaily ~~will~~interest ~~not~~rate ~~receive any proceeds from the resale~~ of ~~these shares of common stock offered by Dutchess. The~~ ~~Company~~prime ~~will,~~plus ~~however~~2%, ~~receive~~plus ~~proceeds~~a ~~from~~monthly ~~the~~management ~~sale~~fee of ~~shares to Dutchess, pursuant to the Agreement~~1.1% ~~When the Company puts an amount~~ of ~~shares to Dutchess,~~ the ~~per~~ ~~share~~borrowed ~~purchase~~accounts. ~~price that Dutchess will pay to it in respect~~ As of ~~such~~December ~~put will be determined in accordance with a formula set forth in the Agreement. Generally~~31, ~~in respect of each put~~2011, ~~Dutchess will pay~~ the Company aowes ~~per~~$32,800 ~~share purchase~~on ~~price~~the ~~equal~~line ~~to 95%~~ of ~~the~~credit. ~~lowest daily volume weighted average price~~Interest ofexpense ~~its~~on ~~common~~these ~~stock~~borrowings ~~during~~was ~~the~~$4,500 ~~five~~for ~~consecutive trading day period beginning on~~ the ~~trading~~quarter ~~day~~ended ~~immediately~~December ~~following~~31, ~~the date Dutchess receives the put notice~~2011.

~~Dutchess~~ ~~is not obligated to purchase shares if its total number of shares beneficially~~During ~~held~~the atquarter ~~that~~ended ~~time~~December ~~would~~31, ~~exceed~~2011, ~~4.99% of~~ the ~~number~~Company ofhas ~~shares~~obtained ofworking ~~the Company’s~~capital ~~outstanding~~bridge ~~common~~loans ~~stock~~from asits ~~determined~~president inaggregating ~~accordance~~$200,000. ~~with~~These ~~Rule~~loans ~~13d~~are non-1interest ofbearing ~~the Securities~~and ~~Exchange~~due ~~Act~~on ~~of 1934~~demand, asand ~~amended.~~are Inin addition, ~~the~~to ~~Company is not~~other ~~permitted~~outstanding toloans ~~draw~~that on the ~~facility~~Company ~~unless~~has ~~there~~obtained isfrom anits ~~effective registration statement to cover the resale of the shares~~president.

~~Pursuant~~ to the terms of a Registration Rights Agreement between the Company and Dutchess, the Company was obligated to file a registration statement with the SEC to register the resale by the Investor of 1,740,000 shares of the common stock underlying the Investment Agreement on or before 21 calendar days of the date of the Registration Rights Agreement6. Earnings ~~The~~Per ~~Company filed the required registration statement and it was declared effective on July 14, 2011.~~Share

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

5. Earnings Per Share

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

There were ~~258~~311,000 and 280,000 common stock options outstanding at ~~June~~December 3031, 2011 ~~and~~ and 2010, respectively. No options were considered in calculating the diluted ~~loss~~ loss per share for the quarters ~~and nine months~~ ended ~~June~~December 3031, 2011 and 2010, as ~~their~~ their effect would have been antidilutive. As a result, for the quarters ended ~~June~~December 3031, 2011 and 2010, the Company’s basic and diluted loss per share are the same.

6 7. Subsequent Events

The Company raised $50135,000 through two private placements tofor ~~the~~an ~~Company’s~~aggregate ~~chairman~~ of 772,727 ~~the~~shares ~~board~~to ~~and~~a ~~another~~ board member ~~during~~on ~~July~~January ~~2011~~10 ~~(46~~and February 7,~~296~~ ~~shares~~2012. ~~for~~The Company raised $2560,000 ~~and~~ 48from a private placement of 272,~~077~~727 shares ~~for~~to ~~$25~~the chairman of the board on February 9,~~000)~~ 2012. These shares have not been registered with the SEC. However, the Company’s chairman of the board and the ~~board~~additional board member received demand registration rights, subject to certain limitations, and ~~unlimited~~ unlimited piggyback registration rights, with respect to the shares. The Company is only obligated to use its best efforts to obtain an effective ~~registration~~ registration statement.

On ~~July 12, 2011, the president loaned the Company $35,000 for working capital until it can raise more funds through the sale of shares to non-related parties.~~8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of of our financial condition and results of operations should be read in conjunction with the accompanying unaudited interim financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q as of ~~June 30,~~December 31, 2011 and our audited consolidated financial statements for the year ended September 30, ~~2010~~2011 included in our Annual Report on Form 10-K, ~~that was~~ filed with the Securities and Exchange Commission on December 27 29, ~~2010~~2011.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “expects,” “anticipates,” “suggests,” “believes,” “intends,” “estimates,” “plans,” “projects,” “~~continue,” “~~ongoing,” “potential,” “expect,” “predict,” “believe,” “intend,” “may,” “will,” “should,” “could,” “would” and similar ~~expressions~~ expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to the risks described in our Annual Report on Form 10-K including ~~but~~risks ~~not~~related ~~limited~~ to: our operating results, new product introductions and sales, competitive conditions, customer demand, capital expenditures and resources, manufacturing capacity utilization, and intellectual property claims and defense. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Overview

We develop and market high-speed digital integrated circuits that perform high-density storage and signal/image processing functions. Our products enable high definition video display, transport, editing, composition, and special effects. We also provide solutions for digital filtering in television broadcast stations and image enhancement in medical diagnostic scanning and imaging equipment.

Our products are used in the broadcast, medical, military, and consumer electronics markets. Our products address storage and digital signal processing (DSP) requirements that involve high-performance arithmetic computation. We focus on developing proprietary catalog products to address specific functional application needs or performance levels that are not otherwise commercially available. We seek to provide related groups of circuits that original equipment manufacturers (OEMs) incorporate into high-performance electronic systems.

Results of Operations

For the quarter ended ~~June 30,~~December 31, 2011, our net revenues ~~increased~~decreased by $~~134~~32,~~300~~900 (4916%) compared to the same quarter of fiscal ~~2010~~2011. This ~~increase~~decrease was primarily the result of ~~military program orders in fiscal 2011. For~~ the ~~nine~~continued ~~months~~decline of ~~ended~~revenues ~~June~~from ~~30,~~older ~~2011,~~products ~~our~~not ~~net revenues~~being ~~decreased~~offset by ~~$742,900~~new ~~(39%),~~product ~~which was mainly the result of digital cinema~~ revenues ~~declining compared to fiscal 2010~~. We ~~are seeing a continuing~~ ~~increase~~anticipate, inhowever, ~~interest~~that ~~and inquiry regarding~~ our ~~newer~~new products. Inwill ~~addition,~~begin ~~bookings and~~to ~~quoting~~produce ~~activity~~revenues ~~for~~within the ~~military~~current ~~programs~~fiscal ~~continue to be strong~~year.

Our cost of revenues for the quarter ~~and nine months~~ ended ~~June~~December 3031, 2011 ~~decreased~~increased $~~118~~63,~~800~~700 (5154%) ~~and $485,100 (53%) respectively~~ compared to the same ~~periods~~ quarter of fiscal ~~2010~~2011. ~~This~~While ~~decrease is~~revenues ~~the~~continue ~~result~~to ofdecrease, ~~reductions~~we inbelieve ~~staffing~~we ~~and~~cannot significantly ~~the~~cut ~~reduction~~costs inof ~~net~~revenue ~~revenues~~further ~~for the~~while ~~nine-~~maintaining ~~month~~operations ~~period~~at our current level.

Research and development expenditures ~~(R&D expenditures)~~ decreased by $~~276~~93,~~900~~100 (3448%) for the ~~nine-month period~~quarter ended ~~June~~December 3031, 2011 compared to the same ~~period~~quarter of fiscal ~~2010.~~2011, as we reduced staffing. ~~R&D expenditures were consistent in the quarter ended~~and ~~June~~continue ~~30, 2011 compared~~ to ~~June~~cut ~~30,~~costs ~~2010~~where ~~as the staffing reductions of fiscal 2010 had occurred earlier in the year~~possible. ~~In addition, there were higher prototype expenses in the prior fiscal year.~~ Sales, general, and administrative expenditures decreased $3827,~~500~~700 (149%) ~~and $98,300 (10%)~~ for the quarter ~~and~~ended ~~nine months~~December of31, ~~fiscal~~ 2011, ~~respectively,~~ compared to the same ~~periods~~quarter of fiscal ~~2010.~~ ~~Unfortunately,~~2011 ~~there~~due ~~are~~to ~~many~~reduction ~~fixed~~in ~~operating expenses that we cannot reduce any further~~salaries.

As a result of the ~~similar~~decreased net revenues being offset by reductions in expenses, we had a reduced net loss of $~~119~~386,~~800~~900 ~~and $630,800 respectively~~ for the ~~third~~first quarter ~~and nine-month period~~ of fiscal ~~2011~~2012compared ~~compared~~ to a net loss of $~~404~~406,~~800 and $739,600~~ 500 in the same quarter ~~and nine-month period~~ of fiscal ~~2010~~2011.

Liquidity and Capital Resources

Cash Flows

A Our net loss of $~~630~~386,~~800~~900 for the ~~nine~~quarter ~~months~~ ended ~~June~~December 3031, 2011 ~~resulted~~contributed into our net cash used by ~~operations~~ ~~being~~operations of $~~701~~312,~~100.~~900 Webecause ~~used~~most ~~$97,000~~ of ~~cash~~the tonet ~~increase~~loss ~~inventory~~was ~~for~~from ~~new~~cash ~~products,~~transactions. ~~$81,300~~Our onworking ~~prepaid~~capital ~~expenses~~has become very tight and ~~deposits~~dependent toon ~~vendors~~private placements, our ~~and~~line ~~$33~~of credit,~~200~~ toand ~~reduce accrued~~working ~~payroll~~capital ~~and~~loans ~~vacation~~to sustain operations. During the quarter ~~nine months~~ ended ~~June~~December 3031, 2011, we received ~~a total of~~ $~~653~~145,~~900~~000 from ~~financing activities, including: $425,000 from~~ private placements and ~~of our common stock,~~ $~~717~~200,~~600 from bank borrowings, and $55,~~000 from aworking ~~related~~capital ~~party~~bridge ~~note payable, offset by repayments of bank borrowings of $543,700~~loans. ~~During~~We ~~the~~intend ~~nine~~to ~~months~~continue ~~ended June 30, 2011, we invested~~to ~~$70,200~~minimize ~~and~~our ~~$108,700 for~~ capital expenditures ~~and~~to ~~capitalized~~the ~~test~~extent ~~software development,~~possible ~~respectively~~without disrupting our operations.

~~While we had a net loss of~~ ~~$739,600~~On ~~for~~February ~~the nine months ended June 30~~25, ~~2010~~2011, ~~our operations used net cash~~we ofestablished ~~only~~an ~~$73,900.~~asset-based ~~Reductions~~line of ~~accounts~~credit ~~receivable~~with ~~and~~Summit ~~inventory~~Financial ~~produced~~Resources ~~cash~~LP, ofpursuant ~~$144,200~~to ~~and~~which ~~$251,400,~~we ~~respectively,~~have ~~while~~borrowed wea ~~used~~net ~~cash~~amount of $4832,~~600~~80000 tothrough ~~reduce~~December ~~accrued~~31, ~~expenses~~2011. ~~During~~On ~~the~~March ~~nine months ended June 30~~11, ~~2010~~2011, we ~~used~~established ~~cash~~an equity line of ~~$259,500~~ ~~for~~credit ~~capital~~with Dutchess ~~equipment~~Opportunity ~~purchases~~Fund, ~~mainly~~II, ~~for~~LP, ~~the~~but ~~testing~~have ~~and~~not ~~production of~~yet ~~new~~drawn ~~products,~~upon ~~and~~the ~~$257,600~~equity ~~for capitalized test software development~~line.

Despite a net loss of $406,500 for the quarter ended December 31, 2010, our net cash used by operations was $260,200 as some expenses, such as depreciation, were non-cash items. We used $45,900 of cash to increase inventory for new products and $26,500 to reduce accrued payroll and vacation, while accounts receivable provided $66,400 of cash. During the quarter ended December 31, 2010, we received an aggregate of $175,000 from private placements of our common stock and we invested $37,400 and $58,700 for capital expenditures and capitalized test software development, respectively.

Working Capital

Historically, due to order scheduling by our customers, up to 60% of our quarterly revenues are often shipped in the last month of the quarter, so a large portion of shipments included in our quarter-end accounts receivable are not yet due per our net 30 day terms. As a result, quarter-end accounts receivable balances are typically at their highest level for the respective period.

As a fabless semiconductor company with products having longer than normal product life cycles, our investment in inventories has been, and will continue to be, significant. Although high levels of inventory impact liquidity, we believe these costs are a less ~~costly~~expensive alternative to owning a wafer fabrication facility. Over the ~~past~~ past few years, we have attempted to streamline our product offerings, in turn reducing our inventory levels. Going forward, we believe we will need to produce more inventory for new product offerings, while selling off ~~existing~~our existing inventory. Therefore, our goal is to keep our inventory levels relatively consistent with their current state.

Financing

~~Cost~~ Our cost reductions over the ~~past~~ past few years have allowed us to generate enough cash from operations to fund current operations and future capital expenditures. As we have multiple new ~~products~~ products being introduced, our capital requirements have increased, ~~while~~and we believe cash on-hand and cash from operations is not sufficient to meet these increased demands.

As such, our continuance of operations ~~may~~depends ~~depend~~ on raising additional working capital, and on the ~~increase~~ increase of revenues from new product introductions. However, our revenues may not increase. Accordingly, these factors raise substantial doubt about ~~the~~our ~~Company’s~~ ability to continue as a going concern. ~~While~~In order to finance our operations, we have established and drawn upon a limited line of credit with a commercial finance company. ~~and~~We have also entered into an ~~equity~~investment ~~line~~agreement with an investment fund for the establishment of an equity line, but have not yet drawn upon the facility. We have also received working capital bridge loans from our president. We believe our limited financing, cash on-hand and cash from operations may not be sufficient to meet the increased demands of our market. ~~We have also received working capital bridge loans from our president.~~

Impact of New Financial Accounting Standards

In January 2010, the Financial Accounting Standards Board issued amended standards that require additional fair value disclosures. These disclosure requirements are effective in two phases. In the first quarter of 2010, we adopted the requirements for disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers. During the first quarter of 2011, these amended standards required presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3). These amended standards did not affect our statements of operations or balance sheets.

Off-Balance Sheet Arrangements

We currently have no 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~We conduct all of our~~ ~~transactions,~~As ~~including~~a ~~those~~smaller ~~with foreign suppliers and customers, in U.S.~~reporting ~~dollars.~~company Weas ~~are~~defined ~~therefore~~by ~~not~~Rule ~~directly~~12-2 ~~subject~~of to the ~~risks~~Exchange ofAct ~~foreign currency fluctuations~~ and ~~do not hedge or otherwise deal~~ in ~~currency~~Item ~~instruments~~10(f)(1) ~~in an~~of ~~attempt~~Regulation toS-K, ~~minimize~~we ~~such~~are ~~risks.~~electing ~~Demand~~scaled ~~from~~disclosure ~~foreign~~reporting ~~customers~~obligations and ~~the ability~~ ortherefore ~~willingness~~are ofnot ~~foreign~~required ~~suppliers~~ to ~~perform~~provide ~~their~~the ~~obligations~~information torequested ~~us may be affected~~ by ~~the~~this ~~relative change in value of such customer or supplier's domestic currency to the value of the U~~Item.~~S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.~~

Item 4. Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

~~Based~~ We ~~upon~~maintain ~~their~~“disclosure ~~evaluation~~ controls and procedures,” as such ofterm ~~June~~is ~~30,~~defined ~~2011,~~in Rule 13a-15(e) under the ~~end~~Securities Exchange Act of 1934, or the ~~period~~Exchange ~~covered~~Act, that are designed to ensure that information required to be disclosed by ~~this~~us ~~report~~in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our ~~Chief~~management, including our Chief Executive Officer and Chief Financial Officer, ~~have~~as appropriate, ~~concluded~~to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures ~~were~~also ~~effective~~is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~December 3031, 2011 that have materially affected, or are reasonably likely to to materially affect, our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We may be ~~involved~~ involved from time to time in ordinary litigation, negotiation, and settlement ~~matters~~ matters that we believe will not have a material effect on our operations or finances. ~~From~~ ~~time~~We ~~to time, we also receive demands from various parties asserting patent infringement or other claims in the ordinary course of business. These demands~~ are ~~often~~ not ~~based~~aware onof any ~~specific~~pending ~~knowledge of our products~~ or ~~operations.~~ ~~Because~~threatened ~~of the uncertainties inherent in~~ litigation, ~~the~~against ~~outcome of~~us ~~any~~or ~~such~~our ~~claim,~~officers ~~including~~and ~~simply~~directors ~~the~~in ~~cost~~their ofcapacity aas ~~successful defense against~~ such a ~~claim,~~that could have a material ~~adverse~~ impact on our ~~business.~~operations or finances.

We From ~~are~~time ~~not~~to ~~aware~~time, ofwe ~~any~~also ~~pending~~may orreceive ~~threatened~~demands ~~litigation~~from ~~against~~various usparties asserting patent infringement or other claims in the ordinary course of business. These demands are often not based on any specific knowledge of our ~~officers~~products ~~and~~or ~~directors~~operations. Because of the uncertainties inherent in litigation, the outcome of any such claim, including ~~their~~the ~~capacity~~cost asof a defense against such ~~that~~a claim, could have a material adverse impact on our ~~operations or finances~~business.

Item 1A. Risk Factors

There have been no other material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2010~~2011, as filed with the SEC on December 2729, ~~2010~~2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~During~~As ~~the~~of ~~three~~February ~~months ended~~2, ~~June 30~~2012, ~~2011,~~ we ~~raised~~have ~~$75,000~~not ~~through~~utilized ~~two~~our ~~private~~equity ~~placements~~line toestablished under our ~~chairman~~investment ofagreement ~~the~~with ~~board~~Dutchess ~~and~~Opportunity ~~one~~Fund, ~~additional board member for the sale of 139~~II,~~716~~ ~~shares of common stock in the aggregate~~LP.

Date of Sale

Title

Amount of Securities Sold

Price Per Share

Purchaser

Aggregate Offering Price

Exemption from Securities Claimed

4/11/2011

Common Stock

106,383

$0.47

Howard L. Farkas

$50,000.00

Section 4(2)

4/29/2011

Common Stock

33,333

$0.75

Robert Stanley

$25,000.00

Section 4(2)

TOTAL

Common Stock

139,716

$75,000.00

Other than previously disclosed in our prior filings, we did not issue any unregistered equity securities during the quarter ended December 31, 2011. From January 1, 2012 through February 13, 2012, we raised $60,000 from one private placement to our chairman of the board for the sale of 272,727 shares of our common stock and $135,000 through two private placements to an additional board member for the sale of 772,727 shares of our common stock.

From June 30, 2011 through July 22, 2011, we raised $50,000 through two private placements to our chairman of the board and one additional board member for the sale of 94,373 shares of common stock in the aggregate.


Date of Sale	Purchaser	Price Per Share		Shares Sold	Aggregate Offering Price

01/10/12	Robert C. Stanley	$	0.15	500,000	$	75,000
02/07/12	Robert C. Stanley	$	0.22	272,727	$	60,000
02/09/12	Howard L. Farkas	$	0.22	272,727	$	60,000

Date of Sale

Title

Amount of Securities Sold

Price Per Share

Purchaser

Aggregate Offering Price

Exemption from Securities Claimed

7/13/2011

Common Stock

46,296

$0.54

Robert Stanley

$25,000.00

Section 4(2)

7/14/2011

Common Stock

48,077

$0.52

Howard L. Farkas

$25,000.00

Section 4(2)

TOTAL

Common Stock

94,373

$50,000.00

The proceeds from the private placement were used for working capital and to fund operations. The shares have not been registered with the SEC. However, our board member received demand registration rights, subject to certain limitations, and unlimited piggyback registration rights, with respect to the shares. We are only obligated to use our best efforts to obtain an effective registration statement.

~~The~~ With ~~proceeds~~respect ~~from~~to the ~~private~~sale of ~~placements~~our ~~were~~common ~~used~~stock ~~for~~described ~~working~~above, ~~capital~~we ~~and~~relied toon ~~fund~~the ~~operations.~~Section ~~These~~4(2) ~~shares~~exemption from ~~have~~securities ~~not~~registration ~~been~~under ~~registered with~~ the ~~SEC.~~federal ~~However,~~securities ~~our~~laws ~~chairman~~for oftransactions ~~the board and~~not ~~the~~involving ~~additional~~any ~~board~~public ~~member~~offering. ~~received~~No ~~demand~~advertising ~~registration~~or ~~rights,~~general ~~subject~~solicitation towas ~~certain~~employed ~~limitations,~~in ~~and~~offering ~~unlimited~~the ~~piggyback~~shares. ~~registration~~The ~~rights,~~shares ~~with~~were ~~respect~~ sold to ~~the~~an ~~shares~~accredited investor. WeThe ~~are~~securities were offered for investment purposes only ~~obligated~~and tonot ~~use~~for the ~~our~~purpose ~~best~~of ~~efforts~~resale toor ~~obtain~~distribution, anand the transfer thereof was ~~effective~~appropriately ~~registration~~restricted ~~statement~~by us.

With respect to the sales of our common stock described above, we relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the shares. The shares were sold to accredited investors. The securities were offered for investment purposes only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by us.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. ~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures.

Item 5. Other Information

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Number		Description of Exhibits
3.1		Restated Articles of Incorporation dated August 17, 1988 (included as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed January 26, 2005, and incorporated herein by reference).
3.2		Bylaws, as amended (included as Exhibit 3.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed May 15, 2007, and incorporated herein by reference).
10.1		Lease, dated June 5, 2007, between Gahrahmat Family Limited Partnership I, LP and Registrant included as Exhibit 99.1 to the Current Report on Form 8-K, filed August 7, 2007, and incorporated herein by reference).
10.2		LOGIC Devices Incorporated Amended and Restated 1998 Director Stock Incentive Plan (included as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed May 6, 2008, and incorporated herein by reference).
10.3		LOGIC Devices Incorporated 2007 Employee Stock Incentive Plan (included as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed May 6, 2008, and incorporated herein by reference).
10.4		Stock Purchase Agreement dated September 17, 1998 by and between William J. Volz, BRT Partnership, and Registrant (included as Exhibit 10.18 to the Annual Report on Form 10-K for the transition period January 1, 1998 to September 30, 1998, filed January 13, 1999, and incorporated herein by reference).
10.5		Registration Rights Agreement dated September 30, 1998 by and between William J. Volz, BRT Partnership, and Registrant (included as Exhibit 10.19 to the Annual Report on Form 10-K for the transition period January 1, 1998 to September 30, 1998, filed January 13, 1999, and incorporated herein by reference).
10.6		Stock Purchase Agreement dated September 29, 2010 between William J. Volz and Registrant (included as Exhibit 10.5 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed December 27, 2010, and incorporated herein by reference).
10.7		Registration Rights Agreement dated September 29, 2010 between William J. Volz and Registrant (included as Exhibit 10.6 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2010, filed December 27, 2010, and incorporated herein by reference).
10.8		Stock Purchase Agreement dated November 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.9		Registration Rights Agreement dated November 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.10		Stock Purchase Agreement dated December 6, 2010 between William J. Volz and Registrant (included as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.11		Registration Rights Agreement dated December 6, 2010 between William J. Volz and Registrant (included as Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.12		Stock Purchase Agreement dated December 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.13		Registration Rights Agreement dated December 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.14		Stock Purchase Agreement dated December 27, 2010 between William J. Volz and Registrant (included as Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).

10.11		Registration Rights Agreement dated December 6, 2010 between William J. Volz and Registrant (included as Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.12		Stock Purchase Agreement dated December 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.13		Registration Rights Agreement dated December 9, 2010 between Howard L. Farkas and Registrant (included as Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.14		Stock Purchase Agreement dated December 27, 2010 between William J. Volz and Registrant (included as Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.15		Registration Rights Agreement dated December 27, 2010 between William J. Volz and Registrant (included as Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.16		Stock Purchase Agreement dated January 13, 2011 between William J. Volz and Registrant (included as Exhibit 10.16 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.17		Registration Rights Agreement dated January 13, 2011 between William J. Volz and Registrant(included as Exhibit 10.17 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.18		Stock Purchase Agreement dated January 25, 2011 between William J. Volz and Registrant (included as Exhibit 10.18 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.19		Registration Rights Agreement dated January 25, 2011 between William J. Volz and Registrant (included as Exhibit 10.19 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.20		Stock Purchase Agreement dated January 31, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.20 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.21		Registration Rights Agreement dated January 31, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.21 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.22		Stock Purchase Agreement dated February 7, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.22 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.23		Registration Rights Agreement dated February 7, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.23 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.24		Investment Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II, L.P. and Registrant (included as Exhibit 4.1 to the Current Report on Form 8-K, filed March 15, 2011, and incorporated herein by reference).
10.25		Registration Rights Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II, L.P. and Registrant (included as Exhibit 4.2 to the Current Report on Form 8-K, filed March 15, 2011, and incorporated herein by reference).
10.26		Stock Purchase Agreement dated April 11, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.26 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.27		Registration Rights Agreement dated April 11, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.27 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.28		Stock Purchase Agreement dated April 29, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.28 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).

10.15		Registration Rights Agreement dated December 27, 2010 between William J. Volz and Registrant (included as Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed March 3, 2011, and incorporated herein by reference).
10.16		Stock Purchase Agreement dated January 13, 2011 between William J. Volz and Registrant (included as Exhibit 10.16 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.17		Registration Rights Agreement dated January 13, 2011 between William J. Volz and Registrant(included as Exhibit 10.17 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.18		Stock Purchase Agreement dated January 25, 2011 between William J. Volz and Registrant (included as Exhibit 10.18 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.19		Registration Rights Agreement dated January 25, 2011 between William J. Volz and Registrant (included as Exhibit 10.19 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.20		Stock Purchase Agreement dated January 31, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.20 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.21		Registration Rights Agreement dated January 31, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.21 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.22		Stock Purchase Agreement dated February 7, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.22 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.23		Registration Rights Agreement dated February 7, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.23 to the Registration Statement on Form S-1 filed March 24, 2011, and incorporated herein by reference).
10.24		Investment Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II, LP and Registrant (included as Exhibit 4.1 to the Current Report on Form 8-K, filed March 15, 2011, and incorporated herein by reference).
10.25		Registration Rights Agreement dated March 10, 2011 between Dutchess Opportunity Fund, II, LP and Registrant (included as Exhibit 4.2 to the Current Report on Form 8-K, filed March 15, 2011, and incorporated herein by reference).
10.26		Stock Purchase Agreement dated April 11, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.26 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.27		Registration Rights Agreement dated April 11, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.27 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.28		Stock Purchase Agreement dated April 29, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.28 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.29		Registration Rights Agreement dated April 29, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.29 to the Registration Statement on Form S-1 filed July 1, 2011, and incorporated herein by reference).
10.30		Stock Purchase Agreement dated July 13, 2011 between Robert Stanley and Registrant (included as Exhibit 10.30 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed ~~herewith~~July 22, 2011, and incorporated herein by reference).
10.31		Registration Rights Agreement dated July 13, 2011 between Robert Stanley and Registrant (included as Exhibit 10.31 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed ~~herewith~~July 22, 2011, and incorporated herein by reference)..
10.32		Stock Purchase Agreement dated July 14, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.32 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed ~~herewith~~July 22, 2011, and incorporated herein by reference).
10.33		Registration Rights Agreement dated July 14, 2011 between Howard L. Farkas and Registrant (filed herewith).
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith).
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith).
32.1		Certifications of Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).

10.33		Registration Rights Agreement dated July 14, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.33 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed July 22, 2011, and incorporated herein by reference).
10.34		Stock Purchase Agreement dated July 29, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.35		Registration Rights Agreement dated July 29, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.35 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.36		Stock Purchase Agreement dated August 23, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.36 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.37		Registration Rights Agreement dated August 23, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.37 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.38		Stock Purchase Agreement dated August 23, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.38 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.39		Registration Rights Agreement dated August 23, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.39 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.40		Stock Purchase Agreement dated September 27, 2011 between Richard C. Saunders and Registrant (included as Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.41		Warrant to Purchase Common Stock Agreement dated September 27, 2011 between Richard C. Saunders and Registrant (included as Exhibit 10.41 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.42		Stock Purchase Agreement dated October 18, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.42 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.43		Registration Rights Agreement dated October 18, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.43 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.44		Stock Purchase Agreement dated December 1, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.44 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.45		Registration Rights Agreement dated December 1, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.45 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.46		Stock Purchase Agreement dated December 2, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.46 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.47		Registration Rights Agreement dated December 2, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.47 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.48		Stock Purchase Agreement dated December 7, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.48 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.49		Registration Rights Agreement dated December 7, 2011 between Robert C. Stanley and Registrant (included as Exhibit 10.49 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).

10.50		Stock Purchase Agreement dated December 23, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.50 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.51		Registration Rights Agreement dated December 23, 2011 between Howard L. Farkas and Registrant (included as Exhibit 10.51 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed December 29, 2011, and incorporated herein by reference).
10.52		Stock Purchase Agreement dated January 10, 2012 between Robert C. Stanley and Registrant (filed herewith).
10.53		Registration Rights Agreement dated January 10, 2012 between Robert C. Stanley and Registrant (filed herewith).
10.54		Stock Purchase Agreement dated February 7, 2012 between Robert C. Stanley and Registrant (filed herewith).
10.55		Registration Rights Agreement dated February 7, 2012 between Robert C. Stanley and Registrant (filed herewith).
10.56		Stock Purchase Agreement dated February 9, 2012 between Howard L. Farkas and Registrant (filed herewith).
10.57		Registration Rights Agreement dated February 9, 2012 between Howard L. Farkas and Registrant (filed herewith).
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith).
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith).
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
101.INS		XBRL Instance Document (filed herewith).
101.SCH		XBRL Taxonomy Extension Schema (filed herewith).
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (filed herewith).
101.DEF		XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB		XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

SIGNATURES

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

	LOGIC Devices Incorporated (Registrant)
	LOGIC Devices Incorporated
Date: July 22, 2011	By: /s/ William J. Volz William J. Volz President and Chief Executive Officer (Principal Executive Officer)
Date: February 15, 2012	By: /s/ William J. Volz William J. Volz President and Chief Executive Officer (Principal Executive Officer)
Date: July 22, 2011	By: /s/ Kimiko Milheim Kimiko Milheim Chief Financial Officer (Principal Financial and Accounting Officer)
Date: February 15, 2012	By: /s/ Kimiko Milheim Kimiko Milheim Chief Financial Officer (Principal Financial and Accounting Officer)

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