UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO
FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended: September 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from ____________ to ____________

COMMISSION FILE NUMBER: 000-32249

ARMOR ELECTRIC INC.
(Exact name of small business issuer as specified in its charter) 

 Florida 65-0853784
(State or other jurisdiction of (IRS Employee Identification No.)
 incorporation or organization)
201 Lomas Santa Fe, Suite #420, Solana Beach, CA 92075
Address of principal executive offices)

(858) 720-0123

(Issuer's telephone number)

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $ .001 per share

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

TITLE OF EACH CLASS OF COMMON STOCK OUTSTANDING AT SEPTEMBER 30, 2007

Common Stock, par value $ .001 per share 45,171,681

Transitional Small Business Disclosure format (Check one): YES [ ] NO [X]

ARMOR ELECTRIC, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

TABLE OF CONTENTS 

 Part I Financial Information Page

Item 1. Financial Statements:

 Condensed Consolidated Balance Sheets
 September 30, 2007 (unaudited) and June 30, 2007.................. 2

 Condensed Consolidated Statements of Operations
 for the three months ended September 30, 2007 and 2006
 and cumulative from inception on October 29, 2003 through
 September 30, 2007 (unaudited) ................................... 3

 Condensed Consolidated Statements of Cash Flows
 for the three months ended September 30, 2007 and 2006, and
 cumulative from inception on October 29, 2003 through
 September 30, 2007 (unaudited).................................... 4

 Statements of Stockholders' equity for the period from
 Inception on October 29, 2003 through September 30, 2007
 (unaudited)....................................................... 5

 Notes to Financial Statements (unaudited)......................... 6

Item 2. Management's Discussion and Analysis or Plan of Operation......... 9

Item 3. Controls and Procedures........................................... 12

Part II OTHER INFORMATION

Item 1. Legal Proceedings................................................. 12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....... 13

Item 3. Defaults upon Senior Securities................................... 13

Item 4. Submission of Matters to a Vote of Security Holders............... 13

Item 5. Other Information................................................. 13

Item 6. Exhibits.......................................................... 14

Signatures................................................................. 15


ITEM 1. FINANCIAL STATEMENTS

 ARMOR ELECTRIC, INC.
 (A DEVELOPMENT STAGE ENTERPRISE)
 CONDENSED CONSOLIDATED BALANCE SHEETS

 ALL ASSETS ARE COLLATERALIZED UNDER
 CONVERTIBLE DEBENTURES AND SHAREHOLDER LOAN


 SEPTEMBER 30, JUNE 30,
 2007 2007
 --------------- ---------------
ASSETS (unaudited)
Current Assets

 Cash in bank $ 728 $ 3,240
 Prepaid expenses 5,000 8,993
 --------------- ---------------

 Total Current Assets $ 5,728 $ 12,233
 =============== ===============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES

 Accounts payable $ 9,657 $ 349
 Shareholder advances 32,690 72,690
 Accrued management compensation 152,376 132,220
 Accrued liquidated damages - related parties 142,747 95,985
 Accrued interest - related parties 146,136 89,551
 Convertible debt - related parties 990,863 816,939
 --------------- ---------------

 Total Current Liabilities 1,474,469 1,207,734
 --------------- ---------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIT)

Preferred stock, $.001 par value, 10,000,000
 shares authorized, none issued - -

Common stock, par value $.001, 100,000,000 shares
 authorized, 45,171,681 issued and outstanding 45,171 45,171
Paid in capital 1,550,227 1,530,243
(Deficit) accumulated during the development stage (2,730,343) (2,437,119)
Shareholder - advance royalties (333,795) (333,795)
 --------------- ---------------

Total Stockholders' (Deficit) (1,468,740) (1,195,499)
 --------------- ---------------

 $ 5,728 $ 12,233
 =============== ===============


 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 2

 ARMOR ELECTRIC, INC.
 (A DEVELOPMENT STAGE ENTERPRISE)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)


 CUMULATIVE
 FROM
 OCTOBER 29,
 FOR THE THREE MONTHS ENDED 2003
 SEPTEMBER 30, (INCEPTION) TO
 ------------------------------- SEPTEMBER 30,
 2007 2006 2007
 -------------- -------------- --------------
REVENUES $ - $ - $ -

EXPENSES
 General and administrative:
 Legal fees 3,210 13,802 103,926
 Consulting fees - - 73,501
 Management compensation 38,130 18,250 198,750
 Other 24,612 30,117 296,283
 Debt servicing costs and
 expenses - related parties 227,271 14,969 818,055
 Stock registration costs - - 56,377
 Amortization of warrant valuations - 91,618 504,243
 Research & development - - 679,207
 -------------- -------------- --------------
 Total expenses 293,224 168,756 2,730,343
 -------------- -------------- --------------
NET (LOSS) $ (293,224) $ (168,756) $ (2,730,343)
 ============== ============== ==============
NET (LOSS) PER SHARE $ (0.01) *
 ============== ==============
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING 45,171,681 40,907,014
 ============== ==============

* less than $.01 per share


 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 3

 (A DEVELOPMENT STAGE ENTERPRISE)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)

 CUMULATIVE
 FROM
 OCTOBER 29,
 2003
 FOR THE THREE MONTHS ENDED (INCEPTION) TO
 SEPTEMBER 30, SEPTEMBER 30,
 2007 2006 2007
 -------------- -------------- --------------
OPERATING ACTIVITIES
 Net (loss) from operations $ (293,224) $ (168,756) $ (2,730,344)

 Adjustments to reconcile net (loss) to net
 cash (used) by operating activities:
 Amortization - warrant valuations - 91,617 504,244
 Amortization - financing costs - 67,047
 Services - stock registration 35,000
 Contributions to capital 2,010 2,010 83,660
 Stock options expense 17,974 37,149
 Common Stock issued for services - 46,790 289,750


 Changes in operating assets and liabilities:
 Accounts payable - other 9,308 (87,110) (1,737)
 Trust funds - - 553
 Prepaid expenses 3,993 3,299 (5,000)
 Accrued liquidating damages - related parties 46,762 - 190,987
 Accrued interest - related parties 56,585 14,969 146,136
 Convertible debt - principal increases 123,924 404,067
 Accrued management compensation 20,156 18,250 142,376
 -------------- -------------- --------------
 Total adjustments 280,713 89,825 1,894,233
 -------------- -------------- --------------
 NET CASH (USED) BY OPERATING ACTIVITIES (12,511) (78,931) (836,111)
 -------------- -------------- --------------
INVESTING ACTIVITIES:
 (Increase) in financing costs - - (67,048)
 Shareholder - advance royalties - - (333,796)
 -------------- -------------- --------------
 NET CASH (USED) BY INVESTING ACTIVITIES - - (400,844)
 -------------- -------------- --------------
FINANCING ACTIVITIES
 Proceeds from sale of common stock, net of costs - 55,000 666,436
 Proceeds from shareholder loan 276,247
 Proceeds from shareholder advances 10,000 150,000
 Repayments of shareholder advances - (2,690) (120,000)
 Proceeds from convertible debt - related parties 265,000
 -------------- -------------- --------------
 NET CASH PROVIDED BY FINANCING ACTIVITIES 10,000 52,310 1,237,683
 -------------- -------------- --------------
 NET INCREASE (DECREASE) IN CASH (2,511) (26,622) 728

 CASH, BEGINNING OF PERIOD 3,240 27,387 -
 -------------- -------------- --------------
 CASH, END OF PERIOD $ 728 $ 766 $ 728
 ============== ============== ==============
SUPPLEMENTAL CASH INFORMATION
 Income taxes paid $ 1,600
 ==============
SUPPLEMENTAL NON-CASH INFORMATION

 Financing costs paid with warrants - Granite $ 29,786
 ==============

 Value of common stock escrowed for future legal services:
 Escrow beginning balance 26,450 $ -
 Value of shares transferred to escrow 27,000 122,250
 Value of shares applied to legal services (46,790) (122,250)
 -------------- --------------
 Value of escrowed balance receivable $ 6,660 $ -
 ============== ==============

 Granite convertible debt discount:
 Beginning balance $ 216,362 $ -
 Allocation of debt to warrant valuation 35,836 299,076
 Amortization (31,051) (299,076)
 -------------- --------------
 Discount on debt - Granite balance $ 221,147 $ -
 ============== ==============

 Pinstripe convertible debt discount:
 Allocation of debt to warrant valuation $ 205,168 $ 205,168
 Amortization (51,292) (205,168)
 -------------- --------------
 Discount on debt - Pinstripe balance $ 153,876 $ -
 ============== ==============


 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 4

 ARMOR ELECTRIC, INC.
 (A DEVELOPMENT STAGE ENTERPRISE)
 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


 Escrowed Shares
 for legal services (Deficit) Total
 Common Stock Common ------------------ Accumulated Stock-
 ------------------- Stock Number Shareholder During holders'
 Paid-in Subscription of Balance Advanced Development Equity
 Shares Amount Capital Receivable Shares Receivable Royalty Stage (Deficit)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------
Inception, Oct 30, 2003, Stock
issued for services @ $.001 per
share 1,000 $ 1 $ - $ - - $ - $ - $ - $ 1

April 21, 2004
Stock issued for services @
$0.001 per share 20,999,000 20,999 1 21,000

Contributed Capital 15,232 15,232

Net (Loss), for the period ended
April 27, 2004 (37,033) (37,033)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------
BALANCE, APRIL 27, 2004 21,000,000 21,000 15,233 (37,033) (800)

Recapitalization, April 27, 2004 13,717,333 13,717 (34,558) - (20,841)

Contributed Capital 3,308 3,308

Net (loss) for period (9,308) (9,308)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------
BALANCE, JUNE 30, 2004 34,717,333 34,717 (16,017) (46,341) (27,641)

Shares issued October 15, 2004 @
$0.25 for marketing consulting
services 150,000 150 37,350 37,500

Shares issued February 16, 2005 to
escrow @ $0.115 per share 300,000 300 34,200 (300,000) (34,500) -

Shares issued January 21, 2005 @
$.115 per share for legal services
provided 304,348 304 34,696 35,000

PRIVATE PLACEMENT

Shares issued February 4, 2005 for
cash at $.10 per share, net of
warrant valuation 300,000 300 13,200 13,500

Shares issued February 8, 2005 for
cash at $.10 per share, net of
warrant valuation 1,050,000 1,050 59,200 60,250

Shares issued February 9, 2005 for
cash at $.10 per share, net of
warrant valuation 100,000 100 4,400 4,500

Shares issued February 16, 2005 for
cash at $.10 per share, net of
warrant valuation 350,000 350 15,590 15,940

Shares issued February 17, 2005 for
cash at $.10 per share, net of
warrant valuation 350,000 350 15,590 15,940

Shares issued February 18, 2005 for
cash at $.10 per share, net of
warrant valuation 100,000 100 4,400 4,500

Shares issued February 20, 2005 for
cash at $.10 per share, net of
warrant valuation 100,000 100 4,400 4,500

Shares issued February 22, 2005 for
cash at $.10 per share, net of
warrant valuation 2,600,000 2,600 148,118 150,718

Shares issued February 28, 2005 for
cash at $.10 per share, net of
warrant valuation 100,000 100 4,400 4,500

Shares issued March 4, 2005 for
cash at $.10 per share, net of
warrant valuation 40,000 40 1,760 1,800

Common stock subscribed, March 4,
2005 at $.10 per share 10,000 10 990 1,000

Shares issued May 20, 2005 for
cash at $.10 per share, net of
warrant valuation 100,000 100 4,400 4,500

PRIVATE PLACEMENT

Warrant valuation on shares issued in
The private placement 238,353 238,353

Common stock subscription receivable (1,000) (1,000)

Stock offering costs (76,182) (76,182)

Shareholder advance royalties (264,795) (264,795)

Contributed capital 48,970 48,970

Net (loss) for period (189,352) (189,352)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------
BALANCE, JUNE 30, 2005 40,671,681 40,671 577,818 (1,000) (300,000) (34,500) (264,795) (235,693) 82,501


 5a
(continued)

 Escrowed Shares (Deficit) Total
 Common Stock Common ------------------ Accumulated Stock-
 ------------------- Stock Number Shareholder During holders'
 Paid-in Subscription of Balance Advanced Development Equity
 Shares Amount Capital Receivable Shares Receivable Royalty Stage (Deficit)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------

Cancelled common stock subscribed,
March 4, 2005 at $.10 per share (10,000) (10) (990) 1,000 -

Contributed capital 6,100 6,100

Correction to stock offering
costs-prior year 35,000 35,000

Shares issued from escrowed shares 70,000 8,050 8,050

Discount on convertible debt
- warrants 263,240 263,240

Shareholder advance royalties (59,000) (59,000)

Net (loss) for the year (824,099) (824,099)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- ---------
BALANCE, JUNE 30, 2006 40,661,681 40,661 881,168 - (230,000) (26,450) (323,795) (1,059,792) (488,208)
(UNAUDITED)
Contributed capital 6,030 6,030

Shares issued August 16, 2006 to
escrow @ $.09 per share 300,000 300 26,700 (300,000) (27,000) -

Shares issued from escrow,
September 30, 2006 456,000 46,790 46,790

Discount on convertible
debt - warrants 241,004 241,004

Warrant valuation on waiver
agreement 29,786 29,786

Shares issued September 18, 2006
for cash at $.10 per share, net
of warrant valuation 550,000 550 26,172 26,722

Warrant valuation on shares issued
on September 18, 2006 28,278 28,278

Shares issued November 9, 2006 for
cash at $.10 per share, net of
warrant valuation 10,000 10 125 135

Warrant valuation on shares issued
on November 9, 2006 865 865

Shares issued November 23, 2006 to
escrow @ $.09 per share 300,000 300 26,700 (300,000) (27,000) -

Shares issued November 23, 2006 for
cash at $.10 per share, net of
warrant valuation 1,000,000 1,000 47,546 48,546

Warrant valuation on shares issued
on November 30, 2006 51,454 51,454

Shares issued from escrow,
December 31, 2006 74,000 6,660 6,660

Shares issued January 10, 2007 to
escrow @ $.09 per share 150,000 150 13,350 (150,000) (13,500) -

Shares issued January 18, 2007 for
cash at $.10 per share, net of
warrant valuation 250,000 250 13,371 13,621

Warrant valuation on shares issued
on January 18, 2007 11,379 11,379

Shares issued February 5, 2007 for
cash at $.10 per share, net of
warrant valuation 250,000 250 - 250

Warrant valuation on shares issued
on February 5, 2007 24,750 24,750

Options valuation on Employee stock
options granted on March 25, 2007 1,001 1,001

Stock offering costs (13,169) (13,169)

Shareholder advance royalties (10,000) (10,000)

Shares issued April 23, 2007 for
consulting agreement @$.06 per share 250,000 250 14,750 15,000

Shares issued April 23, 2007 for
research and development services
@ $.06 per share 1,000,000 1,000 59,000 60,000

Shares issued May 17, 2007 to escrow
@ $.045 per share for future legal
services 450,000 450 19,800 (450,000) (20,250) -

Shares issued from escrow,
June 30, 2007 900,000 60,750 60,750

Contributed capital 8,040 8,040

Net (loss) for the year (1,377,327) (1,377,327)

 ----------- ------- ---------- ------ --------- -------- --------- ----------- -----------
BALANCE, JUNE 30, 2007
(UNAUDITED) 45,171,681 $45,171 1,530,243 $ - - $ - $(333,795) $(2,437,119)$(1,195,499)

Valuation of Employee Stock
options granted on March 26, 2007 17,974 17,974

Contributed capital 2,010 2,010

Net (loss) for the period (293,224) (293,224)
 ----------- ------- ---------- ------ --------- -------- --------- ----------- -----------
BALANCE, SEPTEMBER 30, 2007
(UNAUDITED) 45,171,681 $45,171 $1,550,227 $ - - $ - $(333,795) $(2,730,343)$(1,468,740)
 =========== ======= ========== ====== ========= ======== ========= =========== ===========


 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

 5b

ARMOR ELECTRIC, INC.

Notes to Financial Statements (unaudited)

NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position as of September 30, 2007 and the results of its operations and cash flows for the three months ended September 30, 2007 and 2006 have been made. Operating results for the three months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended June 30, 2008.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-KSB for the year ended June 30, 2007.

On April 27, 2004 Armor acquired all of the issued and outstanding shares of common stock of Nova Electric, Inc. ("Nova") a development stage Nevada Corporation, formed October 29, 2003, in exchange for 21 million restricted shares of common stock of Armor, pursuant to Section 368 (a) (1) (B) of the Internal Revenue Code, which provides for a tax-free exchange under that reorganization provision.

This stock exchange transaction, which is treated as a recapitalization of Nova for accounting purposes, resulted in a change of control wherein the financial statements included herein are those of the acquired company, Nova, the accounting parent, consolidated with, Armor, Nova's accounting subsidiary, as required for proper financial presentation purposes only. For legal purposes, Armor is the parent and Nova is the subsidiary.

At the date of the stock exchange, all of the net assets of Armor were acquired by Nova at fair value which equaled Armor's book value. Nova's fiscal year end is June 30.

NOTE 2 - GOING CONCERN

Our unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained operating losses since inception As of September 30, 2007 we had a deficit in working capital and stockholders' equity, and are technically insolvent. Since April, 2007 we are in default on interest payments on five convertible debentures as more fully described in Note 5 below.

Our ability to continue in existence is dependent on our ability to develop additional sources of capital, and to achieve profitable operations. Management's plan is to pursue the relationship with NuPow'r, the R&D vendor utilized by Armor for the electric propulsion development and sale of products pursuant to our marketing rights. We plan to pursue additional private placements of our common stock until we are able to achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

On September 5, 2007, a shareholder loaned us $10,000 and we issued a non-negotiable promissory note. The note is unsecured, has no specified repayment date unless certain events occur and bears interest at 10% per annum. Subsequent to the period ending September 30, 2007, a company owned by our President advanced us an additional $10,000 as a short term unsecured advance.

6

NOTE 4 - CONTRIBUTED CAPITAL

Capital contributed by a shareholder during the current period ended September 30, 2007 of $2,010 for office overhead was based on the fair value of such services.

NOTE 5 - DEFAULTS ON DEBT AND EQUITY FINANCING

Below is a table containing summary information about the five defaulted convertible debentures: 

 Granite Granite Pinstripe
 Convertible Convertible Convertible
 Debts 1-3 Debt #4 Debt Totals
 -------------- -------------- -------------- --------------
TOTAL AMOUNTS DUE AND PAYABLE
 AS OF JUNE 30, 2007:
 Principal and principal penalties $ 449,688 $ 67,150 $ 367,252 $ 884,090
 Accruals:
 Interest 46,213 6,747 36,638 89,597
 Interest on interest 1,137 - - 1,137
 Liquidated damages 54,144 8,000 41,841 103,985
 Interest on damages 3,441 420 2,122 5,983
 -------------- -------------- -------------- --------------

TOTAL DUE AS OF JUNE 30, 2007 554,623 82,316 447,852 1,084,792
 CURRENT QUARTER ACCRUALS:
 Additional principal on July 1, 2007 - 16,500 90,274 106,774
 Accruals for the current quarter:
 Interest 20,461 3,026 16,554 40,041
 Interest on interest 2,103 307 1,667 4,077
 Liquidated damages 13,185 3,990 21,587 38,762
 Interest on damages 2,699 420 2,182 5,301
 -------------- -------------- -------------- --------------

TOTAL DUE AS OF SEPTEMBER 30, 2007 $ 593,071 $ 106,559 $ 580,117 1,279,747
 ============== ============== ============== ==============

SHAREHOLDER ADVANCE - GRANITE

On June 30, 2006, we received an advance from one of the debt holders of the convertible debentures. Since we were not aware of any debenture documents until recently, we treated this obligation as an unsecured, non-interest bearing shareholder advance for the year ended June 30, 2007.

7

In November 2007, we were presented with applicable loan documents, and have, therefore, retroactively, accrued all associated amounts with the debt including interest, liquidated damages and penalty interest, totaling $22,909, from July 1, 2006 through September 30, 2007. The advance, which is now considered to be a 10.25% secured convertible debenture, is convertible into shares of our common stock at $.10 per share at the holder's option. Interest is to be accrued daily at 10.25% and is payable on the anniversary date of the debenture. Upon default, which occurred on November 4, 2006, the interest rate became 18%, and all interest will have a penalty interest of 18% accrued on the amounts payable. On the first year anniversary date of the note, July 1, 2007, the principal amount increased from $50,000to $66,500.

We defaulted on the payment of interest on July 1, 2007, and have accrued the default penalty of $17,150, or 30% of the total amounts due on the event date, in addition to the aforementioned $16,500 penalty. We also increased the interest rate to 18% and accrued at this higher percentage since the default date, and accrued liquidated damages of 2% per month to a maximum of 24% on the principal amounts due, totaling $11,990, because we failed to have an effective Registration Statement within 125 days of funding of the debt, in accordance with the associated registration rights agreement. In November 2007, we received a default notice from the debt holder demanding payment of all amounts outstanding.

DEFAULT ON ALL FIVE CONVERTIBLE DEBENTURES

Since April 26, 2007, we have been in default on the payment of accrued interest totaling $76,054 on three Granite outstanding convertible debentures as required in the loan documents, and have not cured this delinquency. These obligations may become due and payable immediately at the option of the note holders, and we received notices of default from all three note holders as further discussed below. The loans provided for penalty interest of 18% per annum to commence 5 days after the event of default, and we have accrued for this interest. On a fourth convertible debenture (referenced above as SHAREHOLDER ADVANCE - GRANITE), we are in default on the payment of accrued interest totaling $7,167 as July 1, 2007 and have not cured this delinquency. On the fifth convertible debenture, to Pinstripe Financial, LLC, we are in default of total accrued interest of $38,759 as of July 1, 2007 and have not cured this delinquency either.

All of our assets were pledged as collateral on these obligations. Because of default on the payment of the interest, all amounts due including the note balances, accrued interest, penalties, penalty interest and liquidated damages, are payable in cash at the holders' election. These convertible debentures are guaranteed by an affiliate owned by our president.

THREATENED LITIGATION

On July 20, 2007, we received a Notice of Default from one of the Granite convertible note holders, and demand for payment of all outstanding amounts, including a "mandatory default amount," plus liquidating damages, an increased interest rate and late fees. As of September 30, 2007, total mounts due are $197,690 including principal, interest, liquidated damages, and penalties.

On September 11, 2007, we received a Notice of Default letter from the law firm representing the other two Granite note holders. Among other items discussed in the letter were the noteholders' claim to certain penalties and interest that was at their discretion to demand. Among these are a "mandatory default amount," liquidating damages, increased interest percentage and late fees. A demand for payment was included in the letter, as well as the threat of litigation. We have responded to their concerns and are waiting for a response from them.

NOTE 6 - EMPLOYEE STOCK OPTION PLAN

There were no changes in the stock options outstanding during the current quarter. As of July 1, 2007, we had an unamortized beginning balance of $125,617 for stock option compensation. We amortized in the current quarter $17,974, leaving a remaining unamortized balance of $107,643, as of September 30, 2007.

8

NOTE 7 - SUBSEQUENT EVENTS

LAWSUIT DATED NOVEMBER 2, 2007

On November 16, 2007, we received a "Request for Judicial Intervention" filed on behalf of the same noteholder referenced above, (Threatened Litigation) whose notice of default was rendered on July 20, 2007, along with the Granite note 4 (Shareholder advance-Granite, discussed in Note 5) requesting a "Summary Judgment in Lieu of Complaint." We are required to answer the "Notice of Motion," and to supply certain supporting documents to the plaintiff's attorney, on or before December 12, 2007. The debt holder is requesting a summary judgment as of November 2, 2007 for $312,091, plus attorney's fee of $3,065. We have accrued as of September 30, 2007, $304,249 for these two obligations. We are in the process of preparing a response to this summons.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS INTRODUCTION AND NOTE ON FORWARD LOOKING STATEMENTS

You should keep in mind the following as you read this Quarterly Report on Form 10-KSB:

o the terms "we", "us", "our", "Armor", "Armor Electric", or the "Company" refer to Armor Electric Inc. and its subsidiary; and

o our fiscal year ends on June 30; references to fiscal 2007 and fiscal 2006 and similar constructions refer to the fiscal year ended on June 30 of the applicable year.

This Quarterly Report on Form 10-QSB contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the use of words like "may," "will," "could," "should," "project," "believe," "anticipate," "expect," "plan," "estimate," "forecast," "potential," "intend," "continue," and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption "Risks Related to Our Business." These forward looking statements are made only as of the date of this Quarterly Report on Form 10-QSB. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-QSB.

The following discussion contains forward-looking statements that are subject to significant risks and uncertainties. There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock.

OVERVIEW

The Company is a development stage company in the business of developing and marketing electronic propulsion and battery power systems for electric powered vehicles.

PLAN OF OPERATION

The Company has had no operations since inception and is financially dependent on its shareholders, who have financed its existence to date.

9

The Company's plan of operation for the next twelve months is to continue develop the rights and technology owned by Nova Electric Systems Inc., its wholly-owned subsidiary ("Nova"). Nova is in the business of developing and marketing electronic propulsion and battery power systems for electric powered vehicles.

DEVELOPMENT OF NOVA'S RIGHTS

Through an agreement with NuAge Electric Inc., Nova holds the rights for the use of certain proprietary technology to install electric propulsion systems on a variety of electric powered vehicles to include, but not limited to, mountain bikes, regular cycles, children's cycle toys and riding vehicles, recreation ATV units, scooters, motorcycles, go-karts, NEV (Neighborhood Electric Vehicle) cars, race cars, regular passenger cars, buses and all other types of two and three wheeled vehicles, water craft and in addition, a wide variety of other vehicles and products.

Nova has also acquired the rights from NuAge Electric Inc., to certain agreements between NuAge and the bicycle manufacturer Hero Cycles in India, for the joint venture to manufacture and distribute many of the electric powered two and three wheel vehicles in India and for distribution from the Hero manufacturing facilities worldwide.

The Nova business plan details a number of electric powered vehicles built as prototype working models at the Las Vegas facility, and it is the intent of Nova to work closely with its strategic partner, NuAge, to continue to develop a wide variety of commercially viable vehicles and products there.

The Company entered into a Joint Venture Agreement with Nu Pow'r on January 17, 2006, to form a Joint Venture Company ("JVC") to make and distribute electric propulsion systems. The formation agreement includes commitments for contributions from both companies. Although interim financial reporting by us gave effect to the completion and operation of the JVC, in fact, the operating agreement and other attributes were never formalized or agreed to and a bank account for the JVC was never established. Accordingly, the parties have recently agreed to ignore the existence of the JVC retroactive to its inception, and to operate without

In March 2007, we executed a license agreement with Nu Pow'r under which we received an exclusive, perpetual license to market and manufacture certain products of Nu Pow'r. The agreement does not convey the intellectual property associated with the Nu Pow'r electric propulsion systems or energy storage systems. We also agreed to pay Nu Pow'r a 15 percent royalty on the net profit of any of the vehicles covered by the license arrangement. In general, Nu Pow'r will receive 65% of the net profits and Armor will receive 35%. With respect to vehicle frames, Armor is to receive 85% and Nu Pow'r is to receive 15% of net profits.

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company has incurred operating losses since its inception related primarily to development, amortization and general administrative costs. During the first quarter of 2008 the Company lost $293,224, compared with a loss of $ 168,756 during the corresponding period in fiscal 2007, and during the 2007 fiscal year the Company posted a loss of $1,337,327, compared to a loss of $824,099 for the 2006 fiscal year. The Company has posted a cumulative loss of $2,730,343 since inception.

General and administrative expenses (including legal and consulting fees and management compensation) were $65,952 during the quarter, compared to $62,229 for the corresponding quarter in the preceding fiscal year. Debt servicing costs and expenses were $227,271, compared to $14,969 for the corresponding period, attributable to higher debt levels and the accrual of penalties and default interest during the current period.

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LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations from private financing. The Company has suffered recurring losses from operations and has a working capital deficiency (current assets less current liabilities) of $ 1,468,741 as of September 30, 2007.

The Company's capital requirements have not been significant in the past but the Company anticipates they will increase if development and product launch begins.

In April 2006, we entered into an agreement with three private investors which provides, among other things, that we were to receive bridge financing of $600,000 in three installments, for issuance of 10.25%, secured convertible debentures (the "Convertible Debentures"). Of that total, $215,000 was received 26, 2006. These first installment obligations are payable April 26, 2008, however, if not paid by April 26, 2007, the principal amount will increase by $70,953, for a total of principal due of $334,193 plus accrued interest. The second amount of $150,000 was to be funded no later than five days after the Company completes a Registration Statement (Form SB-2), and provides reasonable proof that a specified purchase order has been achieved.

On the second installment, $50,000 was received. The third amount of $235,000 was to be received no later than five days after a Registration Statement covering the securities was declared effective, but was never received.

The Convertible Debentures are collateralized by a lien on all of our assets. The Convertible Debenture holders are entitled, at their option, to convert all or any part of the principal amount of the Convertible Debenture into shares of the Company's common stock, at the price per share of $0.12. The Company was to make annual interest payments to each holder, on each conversion date (as to the principal amount being converted) and on the maturity date. Each Convertible Debenture holder was granted a warrant to purchase shares of our Common Stock equal in amount to the loan value received divided by the share price of $0.12. In the first installment, we granted warrants to each entity for the purchase of 597,222 shares or a total of 1,791,667 shares.

All of the warrants have "piggy-back" and demand registration rights and shall survive for seven (7) years from the Closing Date, except for the warrants issued for the private placement further described which expire in two (2) years.

The Company has received notices of default from the Convertible Debenture holders, and one of the holders has commenced an action against the Company.

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CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS

In order to develop the Company's marketing strategy, the Company anticipates it will require approximately $750,000 in the coming year for general and administrative expenses and research and development.

RELATED PARTY TRANSACTIONS

During the period of three months ended September 30, 2007 a shareholder loaned us $10,000, and we issued a non-negotiable promissory note. The note is unsecured, has no specified repayment date unless certain events occur, and bears interest at 10% per annum. Subsequent to the period ending September 30, 2007, a company owned by our President advanced us an additional $10,000 as a short term unsecured advance.

ITEM 3. CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer, based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of September 30, 2007, have concluded that the registrant's disclosure controls and procedures are not adequate and effective to ensure that material information relating to the registrant and its consolidated subsidiary is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. The principal deficiency noted is the lack of a system for maintaining and monitoring documentation of debt/equity-based transactions.

The registrant's principal executive officers and principal financial officer have concluded that there were no other significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to September 30, 2007, the date of their most recent evaluation of such controls, and that, except as noted, there were no significant deficiencies or material weaknesses in the registrant's internal controls.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On November 9, 2007 the Company received a Summons and Notice of Motion for Summary Judgment in Lieu of Complaint filed in the Supreme Court of New York. The action was filed by Schreiber Living Trust, holder of Convertible Debentures issued by the Company. The Motion alleges that the amount due under the Convertible Debentures is $312,090, and seeks recovery of that amount, plus interest and attorneys' fees.

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The Company intends to vigorously contest the action.

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

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Since April 26, 2007, we have been in default on the payment of accrued interest totaling $76,054 on three Granite outstanding convertible debentures as required in the loan documents, and have not cured this delinquency. These obligations may become due and payable immediately at the option of the note holders, and we received notices of default from all three note holders as further discussed below. The loans provided for penalty interest of 18% per annum to commence 5 days after the event of default, and we have accrued for this interest. On a fourth convertible debenture, we are in default on the payment of accrued interest, totaling $7,167 as of July 1, 2007, and have not cured this delinquency. On the fifth convertible debenture, to Pinstripe Financial, LLC (an affiliate of Merrill Moses, our President and a director), we are in default of total accrued interest of $38,759 as of July 1, 2007, and we have not cured this delinquency.

All of our assets were pledged as collateral for these obligations. Because of defaults on the payment of the interest, all amounts due, including the note balances, accrued interest, penalties, penalty interest and liquidated damages, are payable in cash at the holders' election. These convertible debentures are guaranteed by an affiliate owned by our president.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS 

31.1 Certificate of Chief Executive Officer pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.

31.2 Certificate of Acting Chief Financial Officer pursuant to Section 302 of
 the Sarbanes-Oxley Act of 2002.

32.1 Certificate of Chief Executive Officer pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002

32.2 Certificate of Acting Chief Financial Officer pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. 

DATE: NOVEMBER 21, 2007 ARMOR ELECTRIC INC.


 /S/ MERRILL MOSES
 ----------------------------------------
 MERRILL MOSES
 PRESIDENT

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