MANHATTAN SCIENTIFICS INC (Form: 10-Q/A, Received: 10/04/2010 06:02:53)

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

(Amendment #2)

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the fiscal quarter ended September 30, 2009

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________________________ to

Commission file number 000-28411

MANHATTAN SCIENTIFICS, INC.

(Exact name of small business issuer as specified in its charter)

Delaware		000-28411		85-0460639
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

405 Lexington Avenue, 32nd Floor, New York, New York, 10174

(Address of principal executive offices) (Zip code)

Issuer’s telephone number: (212) 551-0577

Securities registered under Section 12(g) of the Exchange Act:

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

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

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

Large accelerated filer	[ ]		Accelerated filer		[ ]
Non-accelerated filer	[ ]		Smaller reporting company		[X]

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

There were 396,252,926 shares outstanding of registrant’s common stock, par value $.001 per share, as of November 12, 2009.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) on Form 10-Q/A amends the Periodic Report of Manhattan Scientifics,Inc.. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on November 13, 2010 (the "Original Report"), as amended. This Amendment is being filed primarily to update Item 4 (Controls and Procedures), This Amendment is an amendment and restatement of the Original Report in its entirety in order to provide a complete presentation. Except as stated herein, this Amendment does not reflect events occurring after the date of the filing of the Original Report.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008		1
	Unaudited Consolidated Statements of Operations and Other Comprehensive Income for the three months and nine months ended September 30, 2009 and September 30, 2008		2
	Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008		3
	Notes to Unaudited Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation		12
Item 3	Quantitative and Qualitative Disclosures About Market Risk		16
Item 4	Controls and Procedures		16
	PART II
Item 1.	Legal Proceedings		18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3	Defaults Upon Senior Securities		18
Item 4.	Submission of Matters to a Vote of Security Holders		18
Item 5.	Other Information		18
Item 6.	Exhibits		18
SIGNATURES			19

PART I ITEM 1. FINANCIAL STATEMENTS

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30, 2009			DECEMBER 31, 2008
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	626,000		$	567,000
Investments-available for sale		215,000			129,000
Total current assets		841,000			696,000
Investments		2,000			2,000
Intellectual property, net		268,000			290,000
Other asset		30,000			31,000
Total assets	$	1,141,000		$	1,019,000

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$	260,000		$	281,000
Accrued interest and expenses — related parties		545,000			552,000
Note payable to related party		545,000			545,000
Note payable to former officers		450,000			450,000
Convertible note payable — other		33,000			33,000
Total current liabilities		1,833,000			1,861,000

STOCKHOLDER’S DEFICIT
Capital stock $.001 par value
Preferred, authorized 1,000,000 shares
Series A convertible, redeemable, 10 percent cumulative, authorized 182,525, shares; issued and outstanding — none		—			—
Series B convertible, authorized 250,000 shares; 49,999 shares issued and outstanding		—			—
Series C convertible, redeemable, authorized 14,000 shares; issued and outstanding — none		—			—
Common, authorized 500,000,000 shares, 396,252,926 and 378,977,926 shares issued, and outstanding, respectively		396,000			379,000
Additional paid-in-capital		51,528,000			51,293,000
Other accumulated comprehensive income		215,000			129,000
Accumulated deficit		(52,831,000	)		(52,643,000	)
Total Stockholder’s deficit		(692,000	)		(842,000	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	1,141,000		$	1,019,000

See notes to unaudited consolidated financial statements.

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2009			2008			2009			2008
Revenue	$	607,000		$	—		$	629,000		$	—

Operating costs and expenses:
General and administrative		215,000			238,000			755,000			1,722,000
Research and development		25,000			52,000			25,000			156,000

Total operating costs and expenses		240,000			290,000			780,000			1,878,000
Income (loss) from operations before other income and expenses		367,000			(290,000	)		(151,000	)		(1,878,000	)

Other income and expenses:
Gain from sale of Novint Technologies Inc. Common Stock		—			—			—			50,000
Interest and other expenses		(13,000	)		(13,000	)		(38,000	)		(38,000	)
Interest income		—			1,000			1,000			5,000
NET INCOME (LOSS)		354,000			(302,000	)		(188,000	)		(1,861,000	)

Other comprehensive income
Unrealized gain (loss) on available for sale investments		(161,000	)		—			86,000			—
OTHER COMPREHENSIVE INCOME (LOSS)	$	193,000		$	(302,000	)	$	(102,000	)	$	(1,861,000	)

BASIC AND DILUTED LOSS PER COMMON SHARE:
Weighted average number of common shares outstanding		396,252,926			335,161,687			391,893,585			325,948,975

Basic and diluted loss per common share	$	0.00		$	(0.00	)	$	0.00		$	(0.01	)

See notes to unaudited consolidated financial statements.

MANHATTAN SCIENTIFICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	NINE MONTHS ENDED SEPTEMBER 30,
	2009			2008
CASH FLOWS (TO) FROM OPERATING ACTIVITIES:
Net loss	$	(188,000	)	$	(1,861,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of investments		—			(50,000	)
Common stock issued for services		30,000			23,000
Stock options issued for services		19,000			1,034,000
Amortization of patents and intellectual property		22,000			156,000
Writedown of acquisition price of Metallicum		—			5,000
Changes in:
Prepaid expenses and other assets		1,000			37,000
Accounts payable and accrued expenses		(21,000	)		62,000
Accrued interest and expenses — related parties		(7,000	)		27,000
Net cash (used in) provided by operating activities:		(144,000	)		(567,000	)

CASH FLOWS (TO) FROM INVESTING ACTIVITIES:

Proceeds acquired from purchase of Metallicum, Inc.		—			7,000

Net cash provided by investing activities		—			7,000

CASH FLOWS (TO) FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock		203,000			770,000
Net cash provided by (used in) financing activities		203,000			770,000

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		59,000			210,000
Cash and cash equivalents, beginning of period		567,000			452,000
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	626,000		$	662,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		—			—
Taxes paid		—			—

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Issuance of 15,000,000 common shares for acquisition of Metallicum, Inc.		—			563,000
Issuance of 1,125,926 common shares in satisfaction of accrued expenses		—			45,000
Issuance of 750,000 common shares in satisfaction of accrued expenses		—		$	16,000

See notes to unaudited consolidated financial statements.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 1 — BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and the notes thereto included on Form 10-K for the period ended December 31, 2008. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumption are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company’s financial position and results of operations.

Operating results for the three and nine months period ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. The consolidated financial information as of December 31, 2008 included herein has been derived from the Company’s audited consolidated financial statements as of, and for the fiscal year ended, December 31, 2008.

NOTE 2 — ORGANIZATION AND OPERATIONS

Manhattan Scientifics, Inc., a Delaware corporation (formerly Grand Enterprises, Inc) (“Grand”) was established on July 31, 1992 and has three wholly-owned subsidiaries: Metallicum, Inc., (“Metallicum”), Tamarack Storage Devices, Inc. (“Tamarack”) and Teneo Computing, Inc. (“Teneo”) (collectively “the Company”), a development stage enterprise. Currently, Metallicum is the only operating subsidiary; and Tamarack and Teneo are dormant. On June 12, 2008, the Company acquired Metallicum, Inc, for 15,000,000 shares of Company’s common stock. Manhattan Scientifics, Inc., operates as a technology incubator that seeks to acquire, develop and commercialize life-enhancing technologies in various fields, with emphasis in the areas of alternative energy, and consumer and commercial electronics. In this capacity, the Company continues to identify emerging technologies through strategic alliances with scientific laboratories, educational institutions, and scientists and leaders in industry and government. The Company has a long standing relationship with Los Alamos Laboratories in New Mexico. During 2008, the Company refocused its efforts from the development of its fuel cell technologies to its current focus on the development of nanomaterials through the acquisition of Metallicum.

Metallicum is a nanotechnology start-up company located in Santa Fe, New Mexico. Metallicum Inc. has focused on the development and manufacture of nanostructured metals for medical implants and other applications. Metallicum intends to establish manufacturing partner relationships with major Fortune 500 metals companies and strategic partnering with significant customers in the medical device & prosthetics industries as well as in auto, truck, & aircraft manufacturing industries. Metallicum’s initial products include nanostructured bulk metals and alloys in the form of rod, bar, wire and foil. The Company conducts its operations primarily in the United States.

Manhattan Scientifics purchased Metallicum to acquire its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned an exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements on the patents or trade secrets whether or not patentable or registrable under copyright or similar laws.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 2 — ORGANIZATION AND OPERATIONS (continued)

In January 2009, the Company entered into a patent license agreement with Los Alamos National Security, LLC for the exclusive licensing use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Pursuant to such agreement the Company provided a non-refundable fee and 2,000,000 shares of common stock. Additionally, the Company is required to pay an annual license fee starting in February 2010 and royalties on future net sales.

In September 2009, the Company entered into a technology transfer agreement with Carpenter Technology Corporation, (“Carpenter”) wherein Carpenter will fully develop, manufacture and market a new class of high strength metals under an exclusive license from Manhattan Scientifics and the Los Alamos National Laboratory ( see Note 10 for additional discussion) . The proprietary process will enable super-strength metals and alloys to make products that weigh far less than in the past and without significant cost premiums. Prior to September 2009, the Company had been considered a development stage company. As a result of the September 2009 technology transfer agreement with Carpenter, the Company has fully commenced its planned operations and generation of significant revenues.

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.

NOTE 3 — GOING CONCERN UNCERTAINTY

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company continues to incur recurring losses and at September 30, 2009, had a stockholders’ deficit of $692,000. For the nine months ended September 30, 2009, the Company sustained a net loss of $188,000. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing, and to generate revenue and cash flow to meet its obligations on a timely basis.

NOTE 4 — SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles.” ASC 105-10 establishes the FASB Accounting Standards Codification TM (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification supersedes all existing non-SEC accounting and reporting standards. The FASB will now issue new standards in the form of Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the changes in the Codification. References made to FASB guidance have been updated for the Codification throughout this document.

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of the Company and its three wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated.

INTANGIBLE ASSETS:

License Agreements

In 2008, the Company obtained licenses to the rights of certain patents regarding nanostructured materials developed by another company as a result of the acquisition of Metallicum. The purchase price paid for these licenses was $305,000, which represents its fair value. In January 2009, the Company obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At September 30, 2009, accumulated amortization was $37,000. Under the terms of the agreement, the Company may be required to pay royalties, as defined, to the licensors.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 4 — SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS (continued)

USE OF ESTIMATES:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of the Company’s patents, fair value of the Company’s common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

INVESTMENTS

Available-for-Sale Investments

Investments that the Company designates as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). The Company determines the cost of the investment sold based on the specific identification method. The Company’s available-for-sale investments include:

•

Marketable equity securities The Company acquires these equity investments for the promotion of business and strategic objectives. The Company records the realized gains or losses on the sale or exchange of marketable equity securities in gains (losses) on other equity investments, net.

Non-Marketable and Other Equity Investments

The Company accounts for non-marketable and other equity investments under either the cost or equity method and include them in other long-term assets. The non-marketable and other equity investments include:

•

Non-marketable cost method investments when the equity method does not apply. We record the realized gains or losses on the sale of non-marketable cost method investments in gains (losses) on other equity investments, net.

INCOME TAXES

The Company accounts for its income taxes using the FASB ASC 740, subtopic No. 10, “Income Taxes,” which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is “more likely than not” that the related tax benefits will not be realized.

STOCK-BASED COMPENSATION

The Company follows the provisions of FASB ASC 718 Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. Additionally, the Company follows the SEC’s Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB 107”), as amended by Staff Accounting Bulletin No. 110 (“SAB 110”), which provides supplemental application guidance based on the views of the SEC. The Company estimates the expected term, which represents the period of time from the grant date that the Company expects its stock options to remain outstanding, using the simplified method as permitted by SAB 107 and SAB 110. Under this method, the expected term is estimated as the mid-point between the time the options vest and their contractual terms. The Company continues to apply the simplified method because it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected terms due to the limited period of time its equity shares have been publicly traded and the limited number of its options which have so far vested and become eligible for exercise.

The estimated fair value of grants of stock options and warrants to nonemployees of the Company is charged to expense, if applicable, in the financial statements. The Company did not issue any options or warrants during the three and nine months ended September 30, 2009.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 4 — SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS (continued)

FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No. 157, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis.

The fair value of the Company’s debt as of September 30, 2009 and December 31, 2008 approximated fair value at those times.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of September 30, 2009 and December 31, 2008 because of the relative short term nature of these instruments. At September 30, 2009 and December 31, 2008 the fair value of the Company’s debt approximates carrying value. The fair value of the Company’s available for sale securities was $215,000 at September 30, 2009 and these securities are classified as Level 1. (See Note 6) .

BASIC AND DILUTED LOSS PER SHARE

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per share is computed by dividing the loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Basic net loss per share excludes the dilutive effect of stock options or warrants and convertible notes Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options and warrants. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The Company’s computation of dilutive net loss per share for the three and nine months ended September 30, 2009 and 2008, does not assume any exercise of options, warrants or shares issuable upon conversion of the series B preferred stock and common shares, which totaled 40,245,000, and 4,000,000 respectively, for the three and nine months ended September 30, 2009 and 2008, as their effect is antidilutive.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 4 — SUMMARY OF SIGNIFICANT ACCOUTING POLICIES AND RELATED MATTERS (continued)

Revenue Recognition:

To date the only revenue generated is from the sale of non-exclusive license agreements related to the Company’s technology and sample materials.

Revenue is recognized when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) transfer of technology (intellectual property) has been completed or services have been rendered; (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

RECENTLY ISSUED ACCOUNTING STANDARDS

FASB ASC 855 Subsequent Events, Pre Codification SFAS No. 165, “ Subsequent Events. ” In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). The objective of ASC 855 is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 discusses two types of subsequent events: (1) events that provide additional evidence about conditions that existed at the date of the balance sheet, and is recognized in the financial statements and (2) events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued, and not recognized at the balance sheet date. An entity shall also disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. The requirements of ASC 855 are effective for interim and annual financial periods ending after June 15, 2009. The requirements do not have a material impact on the Company’s financial statements. The Company evaluated its September 30, 2009 financial statements for subsequent events through November 12, 2009, the date the financial statements were available to be issued.

FASB ASC 810 Consolidation, Pre Codification SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. On January 1, 2009, the Company adopted FASB ASC 810, “ Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51,” (ASC 810). ASC 810 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This standard defines a noncontrolling interest, previously called a minority interest, as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. ASC 810-10-65 requires, among other items, that a noncontrolling interest be included in the consolidated statement of financial position within equity separate from the parent’s equity; consolidated net income to be reported at amounts inclusive of both the parent’s and noncontrolling interest’s shares and, separately, the amounts of consolidated net income attributable to the parent and noncontrolling interest all on the consolidated income statement; and if a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be measured at fair value and a gain or loss be recognized in net income based on such fair value. The adoption of ASC 810-10-65 had no impact on the Company’s financial statements.

In November of 2008, the SEC released a proposed roadmap regarding the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board (“IASB”). Under the proposed roadmap, the Company may be required in fiscal 2015 to prepare financial statements in accordance with IFRS. However, the SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. We are currently assessing the impact that this potential change would have on our consolidated financial statements, and we will continue to monitor the development of the potential implementation of IFRS.

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 5 — CAPITAL TRANSACTIONS

Capital transactions during the three and nine months ended September 30, 2009:

In February 2009, the Company issued 14,250,000 shares of common stock for approximately $201,000 from a private placement offering. The private placement originally provided for the offer and sale of up to 50,000,000 unregistered shares of the Company’s common stock at a price of $0.02 per share, for an aggregate of $1,000,000 and allowed the Company to accept or reject any oversubscription. As of March 31, 2009, the Company has sold a total of 53,657,000 shares of common stock related to the private placement for total proceeds of $1,073,000 and incurred offering costs approximating $46,000 of which $27,000 was paid in cash and 750,000 shares of common stock were issued for the balance.

In February 2009, the Company issued 1,000,000 shares to a consultant for services to be performed for a total value of $50,000 or $0.050 per share. In February 2009, the Company issued 300,000 shares of common stock to a consultant for past services for a total value of $15,000 or $0.05 per share which had been included in accrued expenses at December 31, 2008.

In May 2009, the Company issued 2,025,000 shares of common stock related to stock options exercised on a cashless basis. Shares exercisable under the stock option agreement totaled 3,000,000 at an exercise price of $0.013 per share. The closing stock price on the date of exercise was $0.04 per share resulting in 975,000 shares as the portion of the stock option agreement being retained as the cost for the 3,000,000 shares having been exercised on a cashless basis.

In May 2009, the Company issued 1,000,000 shares of common stock for legal services with a fair value of $30,000.

In July 2009, the Company granted options for 500,000 shares of common stock with an exercise price of $0.05 to two consultants. The value of these options totaled $15,000 which was valued using the Black-Scholes option pricing model based upon the following assumptions:

In September 2009, the Company granted options in 250,000 share increments for a total of 1,000,000 shares of common stock with an exercise price of ranging $0.10 to $0.25 to a consultant. The options vest over a twelve month period. The value of these options totaled $53,000 which was valued using the Black-Scholes option pricing model based upon the following assumptions:

As of September 30, 2009, the Company recorded $4,000 of expenses related to the options for 1,000,000 shares based on amounts vested though this date.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 6 — INVESTMENTS

The Company made an investment in Novint Technologies Inc. (“Novint”) in 2001. The Company initially recorded its investment using the equity method of accounting and wrote down the investment to $-0- in 2004 as it recorded its proportionate share of Novint’s net loss. For the years ended December 31, 2008 and 2007, the Company gave 53,191 and 92,216 shares of Novint stock as payment of accrued liabilities and notes payable, related party and recorded a gain on the exchange of those shares of $50,000 and $77,000, respectively which was based on the fair market value of the stock on the date of exchange. In addition during the year ended December 31, 2007, the Company distributed 530,000 shares of Novint related to convertible promissory notes issued during 2007. As a result, the Company recognized a gain on this distribution totaling $393,000 during the year ended December 31, 2007.

As of December 31, 2008, the Company owned 1,075,648 shares of Novint common stock or approximately 3%, in accordance with FASB ASC 820, the fair value of the Novint shares is $215,000 at September 30, 2009. The Company recorded $(161,000) and $86,000, respectively, as other comprehensive gain (loss) due to change in fair value during the three and nine months ended September 30, 2009.

The Company has an additional investment in Aprilis, Inc. which is accounted for at a cost of $2,000.

NOTE 7 — OTHER ASSETS

Other assets consist of Artwork held for sale and deposits. The original cost of the artwork was $36,000. During the year ended December 31, 2007 the Company impaired the value of the artwork to $28,000.

NOTE 8 — RELATED PARTY AND FORMER OFFICERS NOTES PAYABLE

In December 2007, the former Chief Operating Officer and former Chief Executive Officer collectively forgave $1,416,500 of their outstanding accrued salaries ($1,387,500) and note payable ($29,000) balances. The amount forgiven has been accounted for as contributed capital. Additionally, the Company repaid $5,000 of the former Chief Executive Officer’s note payable balance. The remaining unpaid notes payable balances totaling $995,000 at September 30, 2009 and December 31, 2008 comprised of loans payable of $450,000 and $545,000 to its former Chief Operating Officer and Chief Executive Officer, respectively.

The loans bore interest at 5.5% per annum and were initially due December 31, 2002 and have been mutually extended and settled. Under the terms of the note extensions dated December 12, 2007, the loans bear interest at 5% per annum and are now due on demand. The Company has recorded interest expense for notes payable to these former officers of approximately $12,000 and $37,000, $12,000 and $25,000 for the three and nine months ended September 30, 2009 and 2008, respectively. Accrued interest related to these notes payable approximated $320,000 and $282,000 as of September 30, 2009 and December 31, 2008, respectively and is included in accrued liabilities, related parties.

NOTE 9 — CONVERTIBLE NOTES PAYABLE — OTHER

During the years ended December 31, 2005 and December 31, 2004, the Company issued convertible notes in the amount of $33,000. The notes had a one year maturity date, are noninterest bearing and upon maturity convertible at the current per share price. These notes have not been paid and are currently in default.

NOTE 10 — TECHNOLOGY TRANSFER AGREEMENT

On September 12, 2009, the Company entered into a technology transfer agreement relating to its nanostructured metal technology with a third party company. The agreement provides the third party company will work with the Company bring to market products derived from the Company’s technology. The Company was paid upon execution of the agreement and will be entitled to annual payments thereafter including certain royalties. As of September 30, 2009, the Company received $600,000 and recorded such amount as revenue for the three and nine months ended September 30, 2009.

MANHATTAN SCIENTIFICS, INC.

NOTES TO FINANCIAL STATEMENTS — UNAUDITED

September 30, 2009

NOTE 11 — PRO FORMA UNAUDITED CONSOLIDATED RESULTS OF OPERATIONS

In June 12, 2008, the Company completed the purchase of Metallicum, Inc., a privately held research and development company of nanostructured materials, by acquiring all of the outstanding capital stock of Metallicum, Inc. for a total purchase price of $305,000. Metallicum, Inc.’s results of operations have been included in the consolidated financial statements since the date of acquisition. As a result of the acquisition, the Company is expected to be a leading provider of nanostructured materials and uses of these materials. The following pro forma consolidated results of operations for the three and nine months ended September 30, 2008 as though the Metallicum acquisition had been completed as of January 1, 2008:

	For the three months ended September 30, 2008
	Consolidated As Reported			Pro Forma Adjustments		Pro Forma Consolidated
Revenue	$	—		$	—	$	—
Operating costs and expenses:
General and administrative		238,000			—		238,000
Research and development costs		52,000			—		52,000
Total operating costs and expenses		290,000			—		290,000
Loss from operations		(290,000	)		—		(290,000	)
Other income (expenses):		(12,000	)		—		(12,000	)
Net Loss	$	(302,000	)	$	—	$	(302,000	)
Loss per share	$	0.00		$	0.00	$	0.00

	For the nine months ended September 30, 2008
	Consolidated As Reported			Pro Forma Adjustments			Pro Forma Consolidated
Revenue	$	—		$	2,000		$	2,000
Operating costs and expenses:
General and administrative		1,722000			2,000			1,724,000
Research and development costs		156,000			3,000			159,000
Total operating costs and expenses		1,878,000			5,000			1,883,000
Loss from operations		(1,878,000	)		—			(1,881,000	)
Other income (expenses):		17,000			(1,000	)		16,000
Net Loss	$	(1,861,000	)	$	(4,000	)	$	(1,865,000	)
Loss per share	$	0.00		$	0.00		$	0.00

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

Forward Looking Statements

This Form 10-Q/A contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-Q/A that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate. In addition, these forward-looking statements are subject, among other things, to our successful completion of the research and development of our technologies; successful commercialization of our technologies; successful protection of our patents; and effective significant industry competition from various entities whose research and development, financial, sales and marketing and other capabilities far exceeds ours. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report.

HISTORY

OVERVIEW

Manhattan Scientifics, Inc. is a technology incubator that acquires, develops and commercializes life-enhancing technologies in various fields, with emphasis in the areas of advanced materials, alternative energy, electronics and medical technology. In that capacity, we have previously identified emerging technologies through strategic alliances with scientific laboratories, educational institutions, and scientists and leaders in industry and government.

In 2008, we purchased, in exchange for our common stock, Metallicum, Inc. and its licensed patented technology. Through Metallicum, we hope to take advantage of a unique processing methodology for producing nanostructures in a wide range of ductile metals and alloys and we are now attempting to commercialize this new and revolutionary technology. Nanostructured metals and alloys possess significantly enhanced mechanical properties that include, for example, increased strength without concurrent losses in ductility, and significantly increased resistance to fatigue fracture. Nanostructured commercially pure grades of titanium have proven to also possess excellent machinability as well as high toughness and strength.

In the recent past, we have worked to develop and commercialize three technologies:

•		Micro fuel cell technology, which is designed to become an ultra efficient miniature electricity generator that converts hydrogen into electricity by chemical means, for portable electronic devices, including cellular telephones, as a substitute for lithium ion and other batteries in common use today.
•		Mid-range fuel cell technology, which is an ultra efficient medium-size electricity generating device that converts hydrogen into electricity, with potential applications including personal transportation, cordless appliances, power tools, wheelchairs, bicycles, boats, emergency home generators, military field communications and laptop computers.
•		Haptics “Touch and Feel” computer applications, which is a technology that allows computer users to be able to touch and feel any objects they see on their computer screen with the aid of special “mouse.” Detailed texture, object-weight, stickiness, viscosity and object density can be “felt” or sensed. Management believes this haptics technology may positively impact the way computers are used everywhere by introducing the ability to “touch.” (Please see Haptics “Touch and Feel” Internet Applications and Investment in Novint Technologies, Inc.“

On October 20, 2009, we announced today that we entered into a non-binding letter of intent with Edward R. Flynn, Ph.D. and his company, Senior Scientific, LLC, to acquire all the manufacturing and marketing rights, together with all commercial rights associated with Dr. Flynn’s patents and intellectual property in the emerging field of nanomedicine. Dr. Flynn’s work is focused on the biomagnetic detection of cancer and other diseases through magnetic field sensors with enhanced accuracy.

OUR DEVELOPMENT MODEL

We intend to profit from the development of potentially disruptive or sea-change technologies. Our business model is to: (i) identify significant technologies, (ii) acquire them or the rights to them, (iii) secure the services of inventors, engineers or other staff who were instrumental in their creation, (iv) provide or contract for suitable work facilities, laboratories, and other aids where appropriate, (v) prototype the technologies to demonstrate “proof of principle” feasibility, (vi) secure patent and or other intellectual property protection, (vii) secure early customers for product trials where feasible and appropriate, and (viii) commercialize through licenses, sales or cooperative efforts with other manufacturing and distribution firms. Our technology transfer agreement with Carpenter Technology Corporation (“Carpenter”) and the revenues generated by our technology transfer agreement is one example of our success in acquiring, developing and commercializing life-enhancing technologies.

ADVANCED MATERIALS (METALLICUM, INC.)

In June 2008, we acquired Metallicum, Inc. (“Metallicum”) and its licensed patented technology. We entered into a stock purchase agreement with Metallicum, Inc. to acquire all of the outstanding capital in exchange for 15,000,000 shares of our common stock. An additional 15,000,000 shares of our common stock will be payable to Metallicum in the event of meeting certain milestones.

Metallicum is a nanotechnology start-up company located in Santa Fe, New Mexico. Metallicum has focused on the development and manufacture of nanostructured metals for medical implants and other applications. Metallicum intends to establish manufacturing partner relationships with major Fortune 500 metals companies and strategic partnering with significant customers in the medical device & prosthetics industries as well as in auto, truck, & aircraft manufacturing industries. Metallicum’s initial products include nanostructured bulk metals and alloys in the form of rod, bar, wire and foil.

We purchased Metallicum to acquire its licensed rights to patented technology. The technology is comprised of three US Patents (US Patent numbers 7152448, 6197129 and 6399215) for which Metallicum (subsequently, Manhattan) had been assigned an exclusive license rights by Los Alamos National Security LLC (LANL). Under the license rights, Metallicum had all rights, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements on the patents or trade secrets whether or not patentable or registerable under copyright or similar laws.

In January 2009, we entered into a patent license agreement with Los Alamos National Security, LLC for the exclusive licensing use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Pursuant to such agreement we provided a non-refundable fee and 2,000,000 shares of our common stock. Additionally, we are required to pay an annual license fee starting in February 2010 and royalties on future net sales.

The technology is expected to trim thousands of pounds from airplanes and hundreds of pounds from cars without sacrificing structural strength or adding significant cost. The nanostructured metals also have wide implications for use in the medical device and prosthetics industries including dental implants, replacements for hips, shoulders, knees and cardio vascular stents. In December 2008, a manufacturing joint venture partner in Albuquerque, N.M. received U.S. Food and Drug Administration 510(k) clearance to market nanostructured titanium metal dental implants using our technology. This clearance positions us closer to our goal of commercializing our technology for nanostructured metals. We are in talks with many of the key manufacturers of dental implants and have signed material testing agreements with several manufacturers.

In September 2009, we entered into a technology transfer agreement with Carpenter. wherein Carpenter will fully develop, manufacture and market a new class of high strength metals under an exclusive license from Manhattan Scientifics and the Los Alamos National Laboratory. The contract includes minimum annual payments to Manhattan Scientifics during a 4 year period together with royalty payments as a % of gross sales.. The proprietary process will enable super-strength metals and alloys to make products that weigh far less than in the past and without significant cost premiums. A patented new form of titanium metal originally developed by Russian scientists in concert with scientists at the Los Alamos National Laboratory is expected initially to significantly improve medical prosthetics. Studies have shown that bone integrates with these new metals up to 20 times faster than with conventional metals. In December, 2008, FDA approval was received for the $2 billion dental implant market. Carpenter is studying and considering other applications, including the transportation industry where stronger, lighter metals may impact fuel economy.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008.

REVENUES. We had $607,000 and $629,000 in revenues during the three and nine month periods ended September 30, 2009. We had no revenues for the three or nine month periods ended September 30, 2008. During the three month period ended September 30, 2009, we entered into a technology transfer agreement which we received $600,000. We will be entitled to annual payment including certain royalties.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consists of consultants, contractors, accounting, legal, travel, rent, telephone and other day to day operating expenses. General and administrative expenses were $215,000 for the three months ended September, 2009 compared with $238,000 for the three months ended September 30, 2008. General and administrative expenses decreased as a result of lower professional fees.

General and administrative expenses were $755,000 for the nine months ended September, 2009 compared with $1,722,000 for the nine months ended September 30, 2008. General and administrative expenses decreased in 2009 as a result of a 2008 grant of options for 18,000,000 shares of common stock with an exercise price of $0.013 granted to a consultant and our former CEO who currently serves a senior consultant. These options replaced 16,000,000 options previously granted with an exercise price of $0.05 per share. The value of these options totaled $1,034,000 which was valued using the Black-Scholes option pricing model based upon the following assumptions: stock price of $0.06 at grant date; 5 year term; volatility of 144%; and discount rate of 3.18%.

RESEARCH AND DEVELOPMENT. Research and development expenses were $25,000 and $25,000 for three and nine months ended September 30, 2009 compared to $52,000 and $156,000 in the same periods of the prior year reflecting the amortization of our patents. We fully amortized these patents in 2008.

NET INCOME (LOSS). Our net income (loss) was $354,000 for three months ended September 30, 2009 compared to $(302,000) for the three months ended September 30, 2008. The increase in net income resulted from revenue of $600,000 during the third quarter from our technology transfer agreement which we consummated in September 2009.

Our net loss was $(202,000) for nine months ended September 30, 2009 compared to $(1,861,000) for the nine months ended September 30, 2008. The decrease in net loss resulted from revenue of $600,000 in September 2009 from our technology transfer agreement and a decrease in general and administrative expense as a result of a decrease in stock options granted for services.

LIQUIDITY AND PLAN OF OPERATIONS

Until 2009, we have relied primarily upon private placements and subscription sales of stock to fund our continuing activities and acquisitions. To a limited extent, we have also relied upon borrowing from our officers. We intend to fund our future operations with our revenues augmented by private placements of our stock, if necessary.

At September 30, 2009, our significant assets include our cash on hand. portfolio of intellectual property, 1,075,648 shares of common stock of Novint. We also have our contracts with third parties pertaining to technology development, acquisition, and licensing, and our strategic alliances with various scientific laboratories, educational institutions, scientists and leaders in industry and government.

We had an increase of $59,000 in cash and cash equivalents for the nine months ended September 30, 2009 compared with a $210,000 increase in cash and cash equivalents in the nine months ended September 30, 2008. The decrease in cash generated in 2009 resulted from lower proceeds from the issuance of common stock net of offering costs ($567,000) partially offset by less cash used in operating activities as a result of revenue from our technology transfer agreement. The increase in cash used in operating activities was the result of revenue of $600,000 from our technology transfer agreement.

Working capital was a deficit of $992,000 on September 30, 2009 compared with a deficit of $1,165,000 on December 31, 2008.

Stockholders’ equity totaled a deficit of $692,000 on September 30, 2009 compared with a deficit of $842,000 on December 31, 2008. During April 2008 through January 2009, we sold approximately $1,100,000 from a private placement offering at a price of $0.02 per share.

We have one full-time employee. We do not expect any significant change in the total number of employees in the near future. We intend to continue to identify and target appropriate technologies for possible acquisition and licensing over the next 12 months.

Based upon current projections, our principal cash requirements for the next 12 months consists of (1) fixed expenses, including rent, payroll, investor relations services, public relations services, bookkeeping services, graphic design services, consultant services, and reimbursed expenses; and (2) variable expenses, including technology research and development, milestone payments, intellectual property protection, utilities and telephone, office supplies, additional consultants, legal and accounting. As of September 30, 2009, we had $626,000 in cash. We intend to satisfy our capital requirements for the next 12 months by continuing to pursue private placements to raise capital, using our common stock as payment for services in lieu of cash where appropriate, borrowing as appropriate, and our cash on hand. However, we do not know if those resources will be adequate to cover our capital requirements.

RECENTLY ISSUED ACCOUNTING STANDARDS

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (”FASB“) Accounting Standards Codification (”ASC“) 105-10, “Generally Accepted Accounting Principles.” ASC 105-10 establishes the FASB Accounting Standards Codification™ (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification supersedes all existing non-SEC accounting and reporting standards. The FASB will now issue new standards in the form of Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the changes in the Codification. References made to FASB guidance have been updated for the Codification throughout this document.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. A significant estimate includes the carrying value of our patents, fair value of our common stock, assumptions used in calculating the value of stock options, depreciation and amortization.

License Agreements

In 2008, we obtained licenses to the rights of certain patents regarding nanostructured materials developed by another company as a result of the acquisition of Metallicum. The purchase price paid for these licenses was $305,000, which represents its fair value. We obtained an exclusive license on two patents and a non-exclusive license on the third patent. The value attributable to license agreements is being amortized over the period of its estimated benefit period of 10 years. At September 30, 2009, accumulated amortization was $37,000. Under the terms of the agreement, we may be required to pay royalties, as defined, to the licensors.

Investments - Available-for-Sale Investments

Investments that we designate as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). We determine the cost of the investment sold based on the specific identification method. Our available-for-sale investments include Marketable equity securities. We acquire these equity investments for the promotion of business and strategic objectives. We record the realized gains or losses on the sale or exchange of marketable equity securities in gains (losses) on other equity investments, net

Stock-Based Compensation:

The Company follows the provisions of FASB ASC 718 Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. The Company estimates the expected term, which represents the period of time from the grant date that the Company expects its stock options to remain outstanding, using the simplified method as permitted by SAB 107 and SAB 110. Under this method, the expected term is estimated as the mid-point between the time the options vest and their contractual terms. The Company continues to apply the simplified method because it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected terms due to the limited period of time its equity shares have been publicly traded and the limited number of its options which have so far vested and become eligible for exercise.

OFF BALANCE SHEET ARRANGEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of September 30, 2009 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

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

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

	1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
	3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2009. Based on this assessment, management concluded that the Company did not maintain effective internal controls over financial reporting as a result of the identified material weakness in our internal control over financial reporting described below. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2008:

Resources : As of December 31, 2008, we had one full-time employee in general management and no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to insure that all transactions are accounted for accurately and in a timely manner.

Written Policies & Procedures : We need to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions, and prepare, review and submit SEC filings in a timely manner.

Audit Committee : We do not have, and are not required, to have an audit committee. An audit committee would improve oversight in the establishment and monitoring of required internal controls and procedures.

Management’s Remediation Initiatives

During the year ended December 31, 2009, we generated revenue and are no longer a development stage company. As our resources allow, we will add financial personnel to our management team. We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity transactions. We will also create an audit committee made up of our independent directors.

(b) Changes In Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during this fiscal quarter that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of September 30, 2009, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2009, the Company entered into a patent license agreement with Los Alamos National Security, LLC for the exclusive licensing use of certain technology relating to the manufacture and application of nanostructuring metals and alloys. Pursuant to such agreement we provided a non-refundable fee and 2,000,000 shares of our common stock.

In February 2009, the Company issued 14,250,000 shares of common stock for approximately $201,000 from a private placement offering. The private placement originally provided for the offer and sale of up to 50,000,000 unregistered shares of the Company’s common stock at a price of $0.02 per share, for an aggregate of $1,000,000 and allowed the Company to accept or reject any oversubscription. As of September 30, 2009, the Company has sold a total of 53,657,000 shares of common stock related to the private placement for total proceeds of $1,051,000 and incurred offering costs approximating $46,000 of which $27,000 was paid in cash and 750,000 shares of common stock were issued.

In February 2009, we issued 1,000,000 shares to a consultant for services to be performed for a total value of $50,000 or $0.050 per share. In February 2009, we issued 300,000 shares of common stock to a consultant for past services for a total value of $15,000 or $0.05 per share which had been included in accrued expenses at December 31, 2008.

In May 2009, we issued 2,025,000 shares of common stock related to stock options exercised on a cashless basis. Shares exercisable under the stock option agreement totaled 3,000,000 at an exercise price of $0.013 per share. The closing stock price on the date of exercise was $0.04 per share resulting in 975,000 shares as the portion of the stock option agreement being retained as the cost for the 3,000,000 shares having been exercised on a cashless basis.

In May 2009, we issued 1,000,000 shares of common stock for legal services with a fair value of $30,000.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

None.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS

Index to Exhibits

10.17		Technology Transfer Agreement Between Carpenter Technology Corporation and Manhattan Scientifics, Inc.+
31.1		Certification of Chief Executive Officer under Rule 13(a) — 14(a) of the Exchange Act.
31.2		Certification of Chief Financial Officer under Rule 13(a) — 14(a) of the Exchange Act.
32		Certification of CEO and CFO under 18 U.S.C. Section 1350
+		Confidential treatment has been requested with respect to Exhibit 10.17. Portions of Exhibit 10.17 have been redacted. The redacted portions have been filed separately with the Securities and Exchange Commission.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 1st day of October, 2010.

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias
		Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title(s)	Date

s/ Emmanuel Tsoupanarias	Chief Executive Officer	October 1, 2010
Emmanuel Tsoupanarias	(Principal Executive amd Accounting Officer)

/s/ Chris Theoharis	Principal Financial Officer	October 1, 2010
Chris Theoharis

Exhibit 10.17

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an ***.

Technology Transfer Agreement

Between Carpenter Technology Corp and Manhattan Scientifics

Relating to Ultrafine Grain or Nanostructured Metal Technology

1..

This Technology Transfer Agreement (“ Agreement ”) is made by and between Carpenter Technology Corporation, a Delaware corporation having a place of business in Reading, Pennsylvania (“ Carpenter ”), and Manhattan Scientifics, Inc., a Delaware corporation having a place of business in New York, New York, New York (“ MSI ”), and is effective as of the 12th day of August 2009 (the “ Effective Date ”).

2..	Background.

2.1.

Carpenter is a leader in the development, manufacture and distribution of wrought and powder metallurgy stainless and specialty alloys, as well as titanium alloys in product forms ranging from large-diameter billet and hollow bar to fine wire. Carpenter provides materials solutions to the ever-changing needs of the automotive, aerospace, energy, industrial, medical, defense, and consumer products industries, continuing a 120 year tradition of innovation in metals processing.

2.2.

Manhattan Scientifics advances technologies with potential world-changing impact to the threshold of commercialization by following the principles of purpose, dedication and cooperation. Manhattan Scientific has developed and acquired nanostructured metal technology, technology based on over 16 years of highly focused research and development. Nanostructured metals and alloys possess significantly enhanced mechanical properties that include, for example, increased strength without concurrent losses in ductility, and significantly increased resistance to fatigue fracture. Nanostructured commercially pure grades of titanium have proven to also possess excellent machinability as well as high toughness and strength. Manhattan Scientifics has developed unique processing methodology for producing nanostructures in a wide range of ductile metals and alloys and is now commercializing this new and revolutionary technology.

2.3.

Carpenter and MSI desire to cooperate fully in bringing to market products derived from the MSI technology or technology developed as a result of access to MSI’s expertise and contacts in the field. MSI will provide the full benefit of its intellectual property, know-how, contacts and relationships, and experience to benefit Carpenter’s efforts to design, manufacture, promote and sell products related to, or derived from, the technology. Carpenter reasonably will apply its process experience, capital resources, and marketing capabilities to develop, produce, promote and sell resulting products and materials.

2.4.

MSI has obtained licenses for certain patents from Los Alamos National Security, LLC, a Delaware company having its principal place of business in Los Alamos, New Mexico 87545 (“ LANS ”) that are memorialized in a document titled “EXCLUSIVE FIELD-OF-USE PATENT LICENSE AGREEMENT” (the “ LANS/MSI Agreement ”). MSI and Carpenter have entered into a Sublicense Agreement from MSI to Carpenter pursuant to the LANS/MSI Agreement, pertaining to rights in the patents named in the Sublicense Agreement (the “ LANS Patents ”). This Agreement does not grant Carpenter any direct rights to the LANS Patents.

3..	Definitions. The following terms shall have the meanings set forth below.

3.1.	Affiliate . An “ Affiliate ” of a party is any entity that, directly or indirectly, controls the party, is controlled by the party, or is under common control with the party.

3.2.	BASIC Dental . BASIC Dental Implant Systems Inc.

3.3.	BASIC Dental/MSI Agreement . The “JOINT VENTURE AGREEMENT” between Metallicum (an entity defined below) and BASIC Dental dated as of May 21, 2008.

3.4.	ECAP-C . Equal Channel Angular Pressing – Conform.

3.5.	Field . (a) Ultrafine grain or nanostructured metals and alloys other than *, and alloys thereof, and (b) processes for making ultrafine grain or nanostructured metals and alloys other than *, and alloys thereof.

3.6.	Intellectual Property or IP . Patents, inventions whether or not patentable, copyrightable works, know how, and trade secrets.

3.7.

IP-Related or Related IP . All IP concerning production of ultrafine grain or nanostructured metals and alloys, but not including IP concerning other concepts, e.g., devices or systems, even if made from ultrafine grain or nanostructured metals and alloys. As an example, post-processing of ultrafine grain or nanostructured materials, or coatings suitable to be applied to ultrafine grain or nanostructured metals and alloys, are not Related IP. As another example, a patent claiming a dental implant or a gear made from ultrafine grain or nanostructured metals and alloys is not Related IP, while a patent claiming a method of making ultrafine grain or nanostructured metals and alloys to make them suitable for gears is Related IP.

3.8.	IP-Joint or Joint IP . IP for which employees or contractors of both parties would be joint inventors or joint authors under US law shall be Joint IP.

3.9.	IP-Sole or Sole IP . IP for which employees or contractors of only one of the parties shall be Sole IP of that party.

3.10.

Licensed Technology . (a) MSI’s rights in any Related IP developed before the Effective Date; and (b) MSI’s rights in any Related IP developed during the Technology Transfer Period.

3.11.

Metallicum . Metallicum Inc., a Delaware corporation that is a wholly owned subsidiary of MSI.

3.12.

Royalty-bearing Revenue . The gross sales price of any Royalty-bearing Activity charged to Carpenter’s customers (not Affiliates of Carpenter) without any deductions other than (1) prompt payment and other trade or volume discounts; (2) credits, rebates, and allowances for return of defective shipments; (3) transportation and packaging charges; (4) sales and excise taxes, duties, and other governmental charges; and (5) transportation insurance, to the extent that such items are separately stated in invoices or appear as items of allowance in the records of Carpenter; and (b) the gross sales price of any Royalty-bearing Activity charged to Carpenter’s Affiliates other than in an arm’s length commercial transaction: the gross sales price of similar Royalty-bearing Activity charged to Carpenter’s customers that are not Affiliates of Carpenter in arm’s length commercial transactions, or, if similar Royalty-bearing Activity is not sold, then the fair market value thereof, without any deductions other than (1) prompt payment and other trade and volume discounts; (2) credits, rebates, and allowances for return of defective shipments; (3) transportation and packaging charges; (4) sales and excise taxes, duties, and other governmental charges; and (5) transportation insurance, to the extent that such items are separately stated in invoices or appear as items of allowance in the records of Carpenter.

3.13.

Royalty-bearing Technology . (a) The Licensed Technology; (b) Related IP developed by either party or jointly by the parties; and (c) Related IP acquired from the *** research group with which ***is affiliated.

3.14.

Royalty-bearing Activity . The provision of any product or service that relies on or is produced using any Royalty-bearing Technology, including without limitation sale or lease of material or other products that are made using any Royalty-bearing Technology, sale or lease of material or other products that include or would, is unlicensed, infringe any royalty-bearing Technology, and the provision of foundry, assembly, or other services, including the transfer or use of any Royalty-bearing Technology.

3.15.

Initial Transfer Period . The period beginning with the Effective Date and ending 42 months thereafter.

4..	Technology Transfer Period. The period beginning with the Effective Date and ending on the termination of this Agreement.

5..	License and Ownership.

5.1.	Ownership . Each party shall own its own Sole IP. The parties shall jointly own Joint IP. Sole IP of each party, and Joint IP shall be subject to the provisions hereof, including without limitation the license, payment, and diligence provisions.

5.2.

License . Subject to the terms and conditions of this Agreement, MSI grants to Carpenter a royalty-bearing, worldwide, exclusive as defined herein, license to the Licensed Technology in the Field, including without limitation a license to make, use, sell, import, and offer to do the preceding, inventions in the Licensed Technology; to use and reproduce copyrightable works in the Licensed Technology; and to use know-how and trade secrets in the Licensed Technology.

5.3.	Exclusivity .

5.3.1.

MSI has an existing relationship with ***, as set forth in the ***. The rights and obligations of MSI and *** under the ***/MSI Agreement shall continue and are unaffected by this Agreement, and shall be an exception to any grant of exclusivity herein.

5.3.2.

Unless otherwise terminated in accordance with the Termination provisions of this Agreement, the License grant shall be exclusive in the Field, and MSI shall not grant any other licenses to the Licensed Technology in the Field.

5.4.	Other Fields .

5.4.1.

For the avoidance of doubt, MSI retains the right to exploit in any manner, including on its own or by way of licenses, the Licensed Technology outside the Field.

5.4.2.

MSI and Carpenter will negotiate in good faith licenses to MSI, for use outside the Field, of Carpenter’s rights in any Related IP.

5.4.3.

The preceding commitments to negotiate in good faith contemplate crosslicense rights or royalties to Carpenter as part of any licenses or reductions in exclusivity.

5.5.	Premium Revenue Opportunities .

5.5.1.

A “ Premium Revenue Opportunity ” or “ PRO ” is a business opportunity to apply any Royalty-bearing Technology or undertake any Royalty-bearing Activity in a commercial activity that Carpenter does not typically engage as of the Effective Date, and where expected revenue associated with the undertaking is at least *** of revenue usually obtained from similar Royalty-bearing Activities according to Carpenter’s usual commercial practices when the PRO is considered by the parties.

5.5.2.

MSI anticipates that the technology can command premium margins for specific applications. Participation in such premium margins is important to MSI’s return on its investment in the technology and business opportunities. Such opportunities include possible specialty materials and exclusivity in limited fields.

5.5.3.

MSI and Carpenter will discuss each PRO at the outset, including participation of senior management in planning and resolution of differences, and will cooperate in good faith in the development of each PRO. Carpenter will retain the *** to any material in any field.

5.5.4.

Carpenter will respond to MSI’s inquiry regarding any PRO within a reasonable time, either cooperating with MSI in pursuing the PRO or expressly declining to pursue the PRO. If Carpenter declines to cooperate in the pursuit of a PRO, MSI will be free to pursue on its own initiative and cost, and Carpenter will provide material to MSI consistent with Carpenter’s usual commercial practices, including without limitation material pricing, delivery and payment terms. If Carpenter does not make the required material, or refuses to transfer necessary material to MSI consistent with Carpenter’s usual commercial practices, then MSI shall have the right to produce the required material but only for use in the specified business opportunity. The foregoing shall not obligate Carpenter to undertake any activity that conflicts with Carpenter’s usual commercial practices or is reasonably likely to threaten preexisting business commitments of Carpenter.

5.5.5.

If Carpenter pursues, either alone or with MSI, any premium revenue opportunity, Carpenter will pay to MSI the usual royalty on the base revenue (up to ***% of the revenue that would be obtained from sales of substantially similar products or services in a commodity sales environment) plus ***% of the premium revenue (revenue in excess of the base revenue). As an example, if nanostructured metal for dental implants can be sold as a percentage of the implant value, e.g., US$40 per implant, while the commodity price for a similar amount of metal is US$1, then MSI will receive its royalty on ***, plus ***% of the *** premium revenue.

6..	MSI Technology Transfer Obligations.

6.1.	MSI will disclose, on a reasonably timely basis, all process know how, including process parameters and resulting materials, to Carpenter as one of its material obligations under this Agreement.

6.2.	MSI will introduce Carpenter, on a timely basis, to MSI’s scientific, material production and business contacts related to the production of materials in the Field.

6.3.

MSI will make ***, one of its associates, available substantially full time during normal business hours to work with Carpenter for the first *** months of the Initial Transfer Period, and then at least ***% time for the remainder of the Initial Transfer Period. *** home office will remain in ***, and he will remain reasonably available to travel to Carpenter’s facilities or elsewhere at Carpenter’s request and expense. The parties will use teleconferencing and electronic communications where practical to reduce the travel time and expense required to fulfill these personal service obligations. Carpenter may periodically require *** to sign Nondisclosure Agreements with Carpenter limiting disclosure to parties other than MSI.

6.4.

MSI will facilitate the purchase, for fair value, and lawful possession and sustained use at Carpenter’s primary manufacturing facility of a current generation ***production machine (a) by transfer a fully operational, capable and efficient machine from *** agreement; or (b) through delivery of functional specifications required for Carpenter or its designee to construct, within a reasonable period of time and at reasonable expense, a machine in the United States that efficiently produces ***; or (c) by working jointly with Carpenter actually to purchase, for fair value, within a reasonable period of time and to place at its primary manufacturing facility one or more of these machines from ***. Whether Carpenter purchases the machine or builds one based on specifications, it must be reasonably capable of production of *** with approximately *** with approximately *** strength. As between the parties, machines acquired or produced under this paragraph shall be the exclusive property of Carpenter.

6.5.

MSI has existing business relationships with established and prospective customers. MSI may continue to supply material to these customers from its resources while MSI and Carpenter later work, jointly and in good faith, to transfer the material supply portions of those business relationships to Carpenter.

7..	Carpenter Obligations/Diligence.

7.1.	Carpenter will advance and implement ECAP-C and other Royalty-bearing Technology to allow production of rod up to 0.25” in diameter from titanium within 12 months of the delivery and sustained operation of the machine described in paragraph 5.5 above.

7.2.	Carpenter shall make the investments in equipment and personnel to support expansion of the Royalty-bearing Technology to other materials, product forms and sizes according to Exhibit A.

8..

Payments.

8.1.	Fixed Fees . Carpenter will make the following payments directly to MSI, and not otherwise without advance approval by Carpenter, as consideration for the MSI Technology Transfer Obligations and licenses to the Licensed Technology:

8.1.1.

US$600,000 on the Effective Date.

8.1.2.

US$*** on the date MSI fully performs its obligations under paragraph 5.4 and Carpenter reasonably determines, in a memorandum addressed to MSI, that the machine actually functions, that it is efficient, and that it probably will function on a sustained basis.

8.1.3.

US$300,000 6 months after the Effective Date.

8.1.4.

US$300,000 12 months after the Effective Date.

8.1.5.

US$*** on the Annuity Date (where the “ Annuity Date ” is the date of the latter to occur of (a) ***months after the Effective Date, or (b) the date MSI fully satisfies its duties under paragraph 5.4); and thereafter on each of the first *** anniversaries of the Annuity Date (*** such payments total). If ***, or dies or becomes disabled, and consequently is not available to fulfill MSI’s obligations during the Initial Transfer Period, then each annual US$*** payment due under this paragraph during the time of such unavailability shall be reduced to US$***. Inability to travel to Carpenter’s location shall not, by itself, constitute disability for purposes of this paragraph; disability shall mean that *** is not able to make meaningful contributions to the efforts required under this Agreement during the Initial Transfer Period.

8.1.6.

Carpenter will also be responsible for reasonable costs (subject to preapproval by its agents) for outside consultant fees, machine and technology expenses, reasonable travel and living expenses for *** when traveling away from *** in support of this project and other expenses reasonably necessary to fulfill the parties’ shared objectives.

8.2.	Royalties . Carpenter shall pay to MSI the following amounts as royalties:

8.2.1.

In relation to Royalty-bearing Activities, ***% of the Royalty-bearing Revenue.

8.2.2.

If in relation to any Royalty-bearing Activity, Carpenter also owes a royalty to MSI under the Sublicense Agreement, the total royalty for any Royalty-bearing Activity under the combination of this Agreement and the Sublicense Agreement shall not exceed ***%. Carpenter and MSI shall cooperate in good faith in apportioning the royalty between this Agreement and the Sublicense Agreement. In the event of a material default by MSI of its obligations under the LANS/MSI Agreement, and if LANS assumes the Sublicense Agreement, then in no event shall Carpenter’s total royalty obligation exceed ***% for any Royalty-bearing Activity.

8.2.3.

After the Initial Transfer Period, the minimum annual royalties shall be US$***. In the event the total royalties paid by Carpenter during any calendar year are less than this minimum amount, then Carpenter shall pay the difference to MSI at the end of such calendar year.

8.2.4.

In relation to premium revenue opportunities, Carpenter shall pay a percentage of the premium revenue as set forth in the Premium Revenue Opportunities provisions hereof.

8.2.5.

The parties intend that MSI cooperate, at its own expense, fully with Carpenter’s receipt, development, and exploitation of technology, and that the royalty determinations above be interpreted broadly to provide for payment of royalties on all measurable value, and not benefit, actually received by Carpenter reasonably arising in any way from any of the IP or business ideas supplied by MSI to Carpenter.

8.2.6.

Royalties shall be determined for Royalty-bearing Revenue actually received by Carpenter or its agents during each calendar quarter. Carpenter shall pay royalties due no later than 30 days after the end of the corresponding calendar quarter. Carpenter shall convert Royalty-bearing Revenue invoiced in foreign currency into equivalent U.S. currency at the exchange rate for the foreign currency prevailing as of the last day of the corresponding quarter, as reported in the Wall Street Journal.

8.2.7.

Not later than 30 days after the end of each quarter, regardless of whether any royalties are due hereunder, Carpenter shall deliver to MSI a report concerning Royalty-bearing Activities, including (if Carpenter asserts that no royalties are due for the quarter) a statement that no Royalty-bearing Revenue actually was received in the quarter. Carpenter and MSI shall cooperate in good faith to establish the format and content of such reports to facilitate MSI’s ability to monitor amounts due and owing and to avoid the imposition of unnecessary administrative burdens upon Carpenter.

8.3.

All payments shall be made to MSI at the address set forth below, or such other address as MSI may provide to Carpenter from time to time. Additionally, MSI may not assign or encumber any of its rights to receive payments under this Agreement during the Initial Transfer Period without the prior written consent of Carpenter, which consent shall not be unreasonably withheld.

8.4.	Without excusing the obligation for payment when due, any amount not paid by a party when due shall accrue interest at a rate equal to the prime rate specified in the Wall Street Journal plus 4 percentage points.

8.5.

Carpenter will keep paper or electronic books and records that accurately detail all Royalty-bearing Activities, all payments received by Carpenter for the same, and all payments due MSI. Such books and records will be preserved for at least three (3) years after the date of the payment to or for which they relate, and they will be open to examination by representatives or agents of MSI upon no less than ten (10) business days notice and at reasonable times to determine their accuracy and to assess Carpenter’s compliance with the payment terms of this Sublicense Agreement.

8.6.

The fees and expenses of MSI’s representatives performing the inspection and audit will be borne by MSI. However, if the audit discloses an error in royalty payments to MSI of the greater of either: (a) US$5,000; or (b) of more than five percent *** of royalties actually paid for the audit period to MSI, then Carpenter will pay the reasonable fees and expenses of said representatives within thirty (30) days after receipt of invoice.

8.7.	Unless specifically stated in this Agreement, the fees and royalty payments required under this Agreement are not refundable, nor creditable, nor an advance against any royalties or other payments required under this Agreement

9..	Protection of Proprietary Information.

9.1.

Carpenter and MSI will treat and maintain the other party’s proprietary business, patent prosecution, software, engineering drawings, process and technical information, and other proprietary information, including the negotiated terms of this Agreement and any progress and royalty reports (" Proprietary Information ") in confidence using at least the same degree of care as the receiving party uses to protect its own proprietary information of a like nature from the date of disclosure until five (5) years after the termination or expiration of this Agreement.

9.2.	Carpenter and MSI may use and disclose Proprietary Information to their employees, agents, consultants, and contractors, provided that such parties are bound by a like duty of confidentiality as that found in these Protection of Proprietary Information provisions.

9.3.

All written Proprietary Information not expressly so designated herein will be labeled or marked confidential or proprietary. If the Proprietary Information is orally disclosed and not expressly so designated herein, it will be reduced to writing or some other physically tangible form, marked and labeled as confidential or proprietary by the disclosing Party and delivered to the receiving Party within thirty (30) days after the oral disclosure.

9.4.	Nothing contained herein will restrict or impair in any way the right of Carpenter or MSI to use or disclose any Proprietary Information:

9.4.1.

that recipient can demonstrate by written records was known to it prior to its disclosure by the disclosing party;

9.4.2.

that recipient can demonstrate by written records is now, or becomes in the future, public knowledge other than through acts or omissions of recipient;

9.4.3.

that recipient can demonstrate by written records was obtained lawfully and without restrictions on the recipient from sources independent of the disclosing party;

9.4.4.

that the recipient can demonstrate it has developed independently of Proprietary Information received from the disclosing party; or

9.4.5.

that the recipient is required to disclose under applicable law, subject to the following paragraph.

9.5.

Carpenter or MSI may disclose Proprietary Information that is required to be disclosed (i) to a governmental entity or agency in connection with seeking any governmental or regulatory approval, governmental audit, or other governmental requirement or (ii) by law, provided that the recipient uses reasonable efforts to give the party owning the Proprietary Information sufficient notice of such required disclosure to allow the party owning the Proprietary Information reasonable opportunity to object to, and to take legal action to prevent such disclosure. MSI and LANS also may disclose the existence of this Agreement but not the specific terms hereof.

9.6.

Upon termination of this Agreement, Carpenter and MSI will destroy or return any of the disclosing party’s Proprietary Information in its possession within fifteen (15) days following the termination of this Agreement. Carpenter and MSI will provide each other, within thirty (30) days following termination, with written notice that such Proprietary Information has been returned or destroyed. Each party may, however, retain one copy of such Proprietary Information for archival purposes in non-working files.

10..	IP Protection and Enforcement.

10.1.

Sole IP . MSI and Carpenter each have the right to file, prosecute and maintain patents relating to any and all of their respective Sole IP, at the owner’s sole discretion and expense, with no obligation to inform or consult with the other except as expressly provided herein. Each party shall inform and consult with the other party in the prosecution and maintenance of such patents, and shall use commercially reasonable efforts to follow the comments provided by such other party.

10.2.

Joint IP . MSI and Carpenter shall cooperate in good faith in the filing, prosecution, and maintenance of patents relating to any and all Joint IP. Either party can file, prosecute, and maintain any such patent without the agreement of the other party provided such party pays all costs associated with such filing, prosecution, and maintenance.

10.3.

Trade Secrets . If Carpenter elects, in good faith, to maintain any Joint IP or Carpenter Sole IP as a trade secret, then MSI shall not file a patent application on such IP, and shall make good faith efforts to protect these trade secrets from unauthorized disclosure, and it will behave in ways that preserve the value of the trade secret status. For the avoidance of doubt, any such trade secret shall be Royalty-bearing Technology, but no royalty shall be due unless Carpenter actually receives Royalty-bearing Revenue.

10.4.

IP Enforcement and Infringement .

10.4.1.

Neither party has any obligation to enforce any Intellectual Property except as expressly provided herein.

10.4.2.

Each party has unfettered discretion to enforce or not enforce any of its Sole IP and litigate, settle, waive, and take or refrain from taking any action related to the its Sole IP, with no obligation to inform or consult with the other except as expressly provided herein.

10.4.3.

The parties shall cooperate in the enforcement or decision to not enforce any Joint IP.

10.4.4.

MSI and Carpenter will each inform the other as soon as reasonably possible after receipt of actual notice of infringement of IP rights in any Licensed Technology in the Field. The foregoing does not impose any obligation on either party to investigate or seek out infringers.

10.4.5.

The parties may jointly pursue such claim or litigation, in which case each party shall bear its own costs and shall jointly control settlement terms or conditions associated with such claim or litigation and the timing of resolution.

10.4.6.

If either party declines to jointly pursue such claim or litigation (the “ Declining Party ”), then the other party (the “ Controlling Party ”) may pursue such claim or litigation and shall pay its own expenses and the expenses of the other party, and shall, after consultation with the other party, maintain the exclusive right to determine settlement terms or conditions associated with such claim or litigation and the timing of resolution. The other party shall consent to be joined in such claim or litigation.

10.4.7.

Any recovery shall be apportioned as follows:

10.4.7.1.

first to expenses of the parties in pursuing such claim or litigation;

10.4.7.2.

any recovery for lost sales shall be apportioned to Carpenter and treated as Royalty-bearing Revenue;

10.4.7.3.

any recovery for lost profits, any punitive damages, and any other recovery shall be apportioned 50% each if the parties each bore their own expenses, and otherwise 60% to the Controlling Party and 40% to the Declining Party.

10.4.8.

Each Party shall be solely responsible for responding to any claim of infringement, at its sole cost and expense, made by a third party against such Party based on such Party’s actions or activities, including those actions or activities associated with Intellectual Property licensed hereunder.

11..	Term and Termination.

11.1.

The licenses, royalty, and other provisions of this Agreement shall be *** unless terminated by mutual written agreement of the parties. If the earned royalties under 8.2.1 are less than US$*** per year for any five consecutive years after the Annuity Date, then the parties shall negotiate in good faith changes to this Agreement.

11.2.

Subject to the Dispute Resolution provisions hereof, either party may assert claims for damages or equitable relief due to the other party’s failure to make payments when due, or for the other party’s material breach (including failure to meet the diligence requirements) that remains uncured after a reasonable period in light of the nature of the obligation, the nature of the breach, and any reasonable opportunity to cure.

11.3.

If a ***, then Carpenter shall have the right (but not the obligation) to terminate this Agreement immediately at any time within 90 days of first receiving notice of such event. In the event of such termination, Carpenter shall continue to have exclusive rights to the Licensed Technology as of the date of such termination, and MSI shall have no continuing rights under this Agreement.

12..	Representations and Warranties.

12.1.

Each of MSI and Carpenter represents and warrants to the other that it is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation, having a place of business as set forth above, that it has the power and authority to enter into this Agreement and that all corporate and other action required to be taken on behalf of such party to authorize the execution and delivery of this Agreement and to carry out the transactions contemplated herein, has been duly and properly taken.

12.2.

MSI represents that is has lawfully obtained licenses for certain patents from LANS that are memorialized in the LANS/MSI Agreement. MSI represents and warrants that it has the right to grant the licenses set forth herein, and that it obtained these licenses fully in accordance with applicable laws, rules and regulations. MSI and Dr. Lowe jointly represent that timely and adequate notice has been, or will in the future be, given to LANS concerning the business relationship with Carpenter that is evidenced by this Agreement and the roles of the parties, including Dr. Lowe, in the negotiation and execution of its terms. MSI and Dr. Lowe promise always to give Carpenter prompt notice of any objections expressed by any representative of LANS to any aspect of the business relationship established by this Agreement. Further, to the extent that MSI’s obligations require action by Metallicum, MSI warrants that it shall, now and in the future, cause Metallicum at all times to act consistent in ways with the goals of this Agreement. MSI also represents and promises that it shall not divest ownership or control of Metallicum in any manner that would allow Metallicum to breach, impair or circumvent the material provisions of this Agreement.

12.3.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, MSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES RELATED TO NONFRINGEMENT OF THE RIGHTS OF OTHERS, OF THE LICENSED TECHNOLOGY, AND ANY PRODUCTS OR SERVICES DELIVERED OR PROVIDED BY MSI UNDER OR RELATED TO THIS AGREEMENT.

12.4.

*** represents and warrants that he has made all necessary, timely and complete disclosures to *** concerning his personal business association with MSI and his role in the business relationship between MSI and Carpenter, and has secured all necessary approvals or consents from ***.

12.5.

Indemnification by MSI . MSI will indemnify, hold harmless, and defend Carpenter and its officers, employees, and agents (each a “ Carpenter Indemnitee ”), against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from, or arising out of, the activities of MSI outside the Field, except for any grossly negligent acts or omissions or willful misconduct of a Carpenter Indemnitee and except for claims or suits brought by a Carpenter Indemnitee against another Carpenter Indemnitee. This indemnification will include, but will not be limited to, any product liability.

12.6.

Indemnification by Carpenter . Carpenter will indemnify, hold harmless, and defend MSI and its officers, employees, and agents (each an “ MSI Indemnitee ”), against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from, or arising out of, the activities of Carpenter related to the licenses and activities of Carpenter under this Agreement, except for any grossly negligent acts or omissions or willful misconduct of an MSI Indemnitee and except for claims or suits brought by an MSI Indemnitee against another MSI Indemnitee. This indemnification will include, but will not be limited to, any product liability.

13..	Miscellaneous.

13.1.

Force Majeure . The parties shall not be responsible for any failure to perform due to the occurrence of any events beyond their reasonable control which render their performance impossible or onerous, including, but not limited to biological or nuclear incidents; earthquakes; fires; floods; governmental acts, orders or restrictions; permit requirements; inability to obtain suitable and sufficient labor, transportation, fuel, equipment or materials; local, national, or state emergency; power failure and power outages; acts of terrorism; strike; and war. Either party to this Agreement, however, will have the right to terminate this Agreement without penalty upon thirty (30) days' prior written notice if either party is unable to fulfill its obligations under this Agreement due to any of the causes specified in the preceding paragraph for a period of one (1) year.

13.2.

Headings . The headings of the articles, paragraphs, and clauses used in this Agreement are included for convenience only and are not to be used in interpreting or construing this Agreement.

13.3.

Governing Law . This Agreement and all disputes concerning its execution, formation, interpretation, performance, breach, termination, validity, or enforceability shall be governed by the laws of the Commonwealth of Pennsylvania, regardless of the laws that may otherwise be applicable under principles of conflicts of laws. In any action brought arising out of this Agreement, including without limitation any action to enforce the terms of this Agreement or to recover damages from a breach of this Agreement, but not including actions against third parties for infringement of IP rights, the parties agree to the exclusive jurisdiction and venue of the state court of general jurisdiction and, if appropriate, to a federal court sitting in the state of New Mexico, and agree that neither party shall raise any objection to such personal jurisdiction or venue.

14..

Trademarks and Publicity. Neither party shall use any trademark of the other without first obtaining express written permission from the other. Neither party shall make any public disclosure, including press releases, disclosing the business relationship of the parties or any aspect thereof or identifying the other party, without the express written permission of the other party. MSI and Carpenter will cooperate in drafting a joint press release announcing the signing of this Agreement, and on other joint press releases from time to time. Neither party shall disclose specific terms of this Agreement, without the prior consent of the other party or to the extent required by applicable law or regulation, in which case the parties shall discuss the claimed lawful or regulatory duty before making disclosure of all or any part of this Agreement. MSI agrees not to pursue or release information on Carpenter-developed products produced with MSI technology without permission from Carpenter, except to the extent required by applicable law.

15..

Dispute Resolution. Any disputes arising from or related to this Agreement shall be addressed and resolved in three phases. First, an offended party shall notify the other in writing of the events or occurrences that give rise to a dispute. Within ten days of the actual receipt of the notice, responsible representatives of the parties shall meet and, in good faith, attempt to address and resolve the dispute through negotiation. If the negotiations fail to resolve the dispute, the parties shall jointly select a mediator and, within twenty days of the failed negotiations, participate in mediation at a location within the State of New Mexico selected by the mediator. Second, unless otherwise agreed by the parties, the mediation shall conclude within forty-five days of the receipt of the initial notice required under this paragraph. Third, if the parties fail to resolve fully their dispute through mediation, then any party may file a lawsuit against another party as provided in paragraph 12.4 of this Agreement. For purposes of this paragraph, the parties shall include Carpenter, MSI, Dr. Lowe or Metallicum.

16..	Attorney's Fees. In the event litigation arising out of or relating to this Agreement is initiated by either party against the other, the substantially prevailing party shall be entitled to recover its reasonable expenses and costs, including attorneys’ fees.

17..	Waiver. No claim or right arising out of a material breach of this Agreement can be discharged in whole or in part by a waiver of the claim or rights unless it is in writing and signed by the aggrieved party.

18..

Notices. All notices and other communications required herein shall be in writing and shall be either delivered personally or be sent by certified mail, postage prepaid, return receipt requested. Items delivered personally shall be deemed delivered one day after dispatch; items sent by certified or registered mail shall be deemed delivered three (3) days after mailing. The addresses of the parties for purposes of this provision are:

18.1.

MSI:

Chief Executive Officer

Manhattan Scientifics, Inc.

113 Niagara

Kirkland, Quebec H9J3B2 Canada

18.2.

Carpenter

Corporate Secretary

Carpenter Technology Corporation

P.O. Box 14662

Reading, PA 19612-4662 USA

18.3.

Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto, and shall supersede the terms and conditions of any and all prior agreements, understandings, promises, representations, and writings made by either party to the other concerning the subject matter and the terms and conditions hereof. This Agreement does not supersede or modify the Sublicense Agreement. No subsequent modification, amendment, or extension of this Agreement or any of the terms and conditions hereof shall be of any force or effect unless it is in writing and signed by a duly authorized officer or representative of each of the parties.

18.4.

Severability . The unenforceability, invalidity, or illegality of any provisions of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. Any unenforceable, invalid, or illegal provision shall be severed from this Agreement only to the extent to make the resulting provision enforceable, valid, and legal.

18.5.

Counterparts . This Agreement may be executed in counterparts with the same force and effect as if all signatures appeared on the same document.

18.6.

Good Faith . The parties also promise at all times during the business relationship established by this Agreement to execute and fulfill their contractual obligations in good faith, and they, and each of them, expressly promise at all times to treat each other fairly.

INTENDING TO BE LEGALLY BOUND, THE PARTIES, THROUGH THEIR AUTHORIZED AGENT(S), HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST EXPRESSED ABOVE.

Manhattan Scientifics, Inc.


By Emmanuel Tsoupanarias, CEO		Date

Metallicum, Inc., as to the provisions that name it


By Emmanuel Tsoupanarias, CEO		Date

Carpenter Technology Corp.


By: Anne L. Stevens Chairman, Chief Executive Officer, and President		Date


***.		Date

Individually, only as to his representations and the Dispute Resolution provision

First Amendment to Technology Transfer Agreement

Between Carpenter Technology Corp and Manhattan Scientifics

Relating to Ultrafine Grain or Nanostructured Metal Technology

1..

A Technology Transfer Agreement (" Agreement ") was made by and between Carpenter Technology Corporation, a Delaware corporation having a place of business in Reading, Pennsylvania ("Carpenter), and Manhattan Scientifics, Inc., a Delaware corporation having a place of business in New York, New York ("MSI"), effective as of September 12, 2009 (the " Effective Date ").

2..

Carpenter and MSI have discovered that certain wording of the Agreement did not accurately reflect their intent, and desire to amend the Agreement as set forth herein. By entering into this Amendment, the parties intend only to amend the terms of paragraph 8.1.5 (as detailed below) of the existing Agreement; the remaining terms shall not be affected or altered in any way by reason of this Amendment.

3..	Paragraph 8.1.5 of the Agreement is replaced in its entirety with the following, in which deletions from the original are lined through and additions are underlined:

US$*** on the Annuity Date (where the "Annuity Date" is the date of the latter to occur of (a) 18 months after the Effective Date, or (b) the date MSI fully satisfies its duties under paragraph 5.4); and thereafter on each of the first *** anniversaries of the Annuity Date (*** such payments total). If *** returns to his employment at ***, or dies or becomes disabled, and consequently is not available to fulfill MSI's obligations during the Initial Transfer Period, then each annual US$*** payment due under this paragraph during the time of such unavailability shall be reduced to US$***. Inability to travel to Carpenter's location shall riot, by itself, constitute disability for purposes of this paragraph; disability shall mean that Dr. *** is not able to make meaningful contributions to the efforts required under this Agreement during the Initial Transfer Period.

INTENDING TO BE LEGALLY BOUND, THE PARTIES, THROUGH THEIR AUTHORIZED AGENT(S), HAVE EXECUTED THIS AMENDENT AS OF SEPTEMBER 29, 2009.

Manhattan Scientifics, Inc.		Carpenter Technology Corp.
/s/ Emmanuel Tsoupanarias	12/29/09	/s/ Gregory A. Pratt	10/14/09
By: Emmanuel Tsoupanarias	date	Chairman	date
CEO		Chairman

Metallicum, Inc., as to the Provisions that name it
/s/ Emmanuel Tsoupanarias	12/29/09	/s/ ***	12/29/09
By: Emmanuel Tsoupanarias	date	***	date
CEO

MSI/Carpenter First Amendment; 1

Exhibit 31.1

CERTIFICATION

I, Emmanuel Tsoupanarias, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Manhattan Scientifics, Inc. for the period ended September 30, 2009 of Manhattan Scientifics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

				By:
				Name: Emmanuel Tsoupanarias
				Title: Chairman and Chief Executive Officer (Principal Executive Officer)
				October 1, 2010

Exhibit 31.2

CERTIFICATION

I, Chris Theoharis, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Manhattan Scientifics, Inc. for the period ended September 30, 2009 of Manhattan Scientifics, Inc.;

(a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)		designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)		disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

				By:
				Name: Chris Theoharis
				Title: Principal Financial Officer
				October 1, 2010

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Manhattan Scientifics, Inc. (the “Company”) on Form 10-Q/A for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Name: Emmanuel Tsoupanarias
Title: Chairman and Chief Executive Officer (Principal Executive Officer)
October 1, 2010


Name: Chris Theoharis
Title: Principal Financial Officer
October 1, 2010

A signed original of this written statement required by Section 906 has been provided to Manhattan Scientifics, Inc. and will be retained by Manhattan Scientifics, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.