UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

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

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

Commission file number: 001-34551

Global Defense Technology & Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		20-4477465 (I.R.S. Employer Identification No.)
1501 Farm Credit Drive, Suite 2300 McLean, VA (Address of principal executive offices)		22102-5011 (Zip Code)

Title of Class		Name of each exchange on which registered
Common Stock $0.01 par value per share		Nasdaq Stock Market

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

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

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

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

     The number of the Registrant’s common shares outstanding on May 5, 2010 was 9,071,812.

 

 

EXPLANATORY NOTE

     Global Defense Technology & Systems, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, as filed with the Securities and Exchange Commission on May 11, 2010 (the “Original Filing”). The Company is filing this amendment to its Original Filing in order to indicate its status as a smaller reporting company as determined at the conclusion of its initial public offering on November 25, 2009 pursuant to paragraph f(1)(ii) of Item 10 of Regulation S-K.

     Except as indicated above, no other information included in the Original Filing is amended by this Amendment No. 1 on Form 10-Q/A. In addition, this Amendment No. 1 on Form 10-Q/A does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date thereof.

SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.