FORM 10-QSB
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  For the quarterly period ended June 30, 2005

                                       OR

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

                        Commission file number: 001-32566

                               A4S SECURITY, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                      20-1978398
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                489 North Denver Avenue, Loveland, Colorado 80537
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (970) 461-0071
                                 --------------
              (Registrant's telephone number, including area code)



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

The number of shares of no par value common stock outstanding as of August 29,
2005, was 3,961,446.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]





<PAGE>





A4S SECURITY, INC.

                                      Index

                       PART 1 -- Financial Information
                                                                     Page

Item 1.  Condensed Unaudited Financial Statements

          Balance Sheet as of June 30, 2005                            3

          Statements of Operations For the Three and Six
                  Month Periods Ended June 30, 2005 and 2004           4

          Statements of Cash Flows For the Six
                  Months Ended June 30, 2005 and 2004                  5

          Notes to Condensed Unaudited Financial Statements            6

Item 2.   Management's Discussion and Analysis                        10

Item 3.   Controls and Procedures                                     13


                            PART II - Other Information

Item 6.   Exhibits                                                    14

          Signatures                                                  14





                                       2




<PAGE>


PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                A4S Security, Inc.
                                  Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

                                     ASSETS
Current assets:
<S>                                                                         <C>
     Cash                                                                   $  679,274
     Accounts receivable, net                                                      400
     Inventories                                                               145,695
     Prepaid expenses                                                           28,200
                                                                            ----------
         Total current assets                                                  853,569
                                                                            ----------
Property and equipment, net                                                     90,232
                                                                            ----------
Other assets:
     Deferred offering costs (Note 1)                                          237,070
     Deferred financing costs                                                  209,751
     Intangible and other assets                                                20,985
                                                                            ----------
         Total other assets                                                    467,806
                                                                            ----------
Total assets                                                                $1,411,607
                                                                            ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                                       $  245,835
     Accrued compensation                                                      100,815
     Other accrued expenses                                                     55,983
     Notes payable:
         Bridge loans payable (Note 2)                                         793,589
         Installment obligations                                                13,505
                                                                            ----------
         Total current liabilities                                           1,209,727

Convertible notes and accrued interest payable (Note 2)                      3,497,594
                                                                            ----------
         Total liabilities                                                   4,707,321
                                                                            ----------
Commitments and contingencies
Stockholders' deficit (Notes 1 and 2):
    Preferred stock, no par value, 5,000,000 shares authorized;
           no shares issued or outstanding                                          --
    Common stock, no par value, 30,000,000 shares authorized;
           147,389 shares issued and outstanding                             2,125,481
     Accumulated deficit                                                    (5,421,195)
                                                                            ----------
         Total stockholders' deficit                                        (3,295,714)
                                                                            ----------
Total liabilities and stockholders' deficit                                 $1,411,607
                                                                            ==========
</TABLE>



       See Accompanying Notes to Unaudited Condensed Financial Statements.

                                        3


<PAGE>
<TABLE>
<CAPTION>
                                                A4S Security, Inc.
                                             Statements of Operations
                                        Periods Ended June 30, (Unaudited)

                                    Three Months Ended               Six Months Ended
                                    2005          2004               2005        2004
                                -----------    -----------    -------------    ------------
<S>                             <C>            <C>            <C>              <C>
Net sales (Note 4)              $    46,860    $   117,278    $     120,595    $    121,851
Cost of sales                        34,564         77,723           87,323          87,327
                                -----------    -----------    -------------    ------------
    Gross profit                     12,296         39,555           33,272          34,524
                                -----------    -----------    -------------    ------------
Operating expenses:
   Selling, general and
          administrative            586,026        233,293          970,566         329,270
  Research and development           65,645         80,048          137,762         105,414
                                -----------    -----------    -------------    ------------
    Total operating expenses        651,671        313,341        1,108,328         434,684
                                -----------    -----------    -------------    ------------
    Operating loss                 (639,375)      (273,786)      (1,075,056)       (400,160)

Interest expense, net               217,139         75,278          335,917          113,148
Other (income) expense, net          (2,874)            (1)          (2,877)            234
                                -----------    -----------    -------------    ------------
     Net loss                   $  (853,640)   $  (349,063)   $  (1,408,096)   $   (513,542)
                                ===========    ===========    =============    ============

Basic and diluted net loss per
share                           $     (5.79)   $     (4.01)   $       (9.55)   $      (5.90)
                                ===========    ===========    =============    ============
Basic and diluted weighted
Average number of shares
outstanding                         147,389         87,057          147,389          87,057
                                ===========    ===========    =============    ============

</TABLE>



       See Accompanying Notes to Unaudited Condensed Financial Statements.

                                        4




<PAGE>
<TABLE>
<CAPTION>




                               A4S Security, Inc.
                            Statements of Cash Flows
                      Six Months Ended June 30, (Unaudited)
                                                                             2005           2004
                                                                        ------------   -----------
<S>                                                                     <C>            <C>
Cash flows from operating activities
     Net loss                                                           $(1,408,096)   $  (513,542)
     Adjustments to reconcile net loss to
         net cash used by operating activities:
              Amortization of interest on convertible debt allocation       211,343         49,232
              Depreciation and amortization                                  21,538         16,500
              Recovery of doubtful accounts receivable                       (5,000)            --
        (Increase) decrease in:
              Accounts receivable                                             8,351       (111,214)
              Inventories                                                   (63,768)        32,086
              Prepaid expenses                                              (28,200)            --
              Other assets                                                      799             --
         Increase (decrease) in:
              Accounts payable                                                1,679        (35,433)
              Accrued liabilities                                           182,903         73,284
                                                                        -----------    -----------
     Net cash used by operating activities                               (1,078,451)      (489,087)
                                                                        -----------    -----------
Cash flows from investing activities:
     Purchases of property and equipment                                    (51,930)        (6,705)
     Purchase of intangibles                                                     --         (5,135)
                                                                        -----------    -----------
     Net cash used by investing activities                                  (51,930)       (11,840)
                                                                        -----------    -----------
Cash flows from financing activities:
     Proceeds from issuance of notes payable                              1,585,946        435,000
     Payment of deferred financing costs                                   (206,012)            --
     Payment of deferred offering costs                                    (237,070)            --
     Repayment of bridge loans                                             (105,000)            --
     Repayment of installment obligations                                    (3,955)        (4,854)
     Proceeds from issuance of common stock and warrants                    178,087         70,548
                                                                        -----------    -----------
     Net cash provided by financing activities                            1,211,996        500,694
                                                                        -----------    -----------
Net increase (decrease) in cash                                              81,615           (233)
                                                                        -----------    -----------
Cash at beginning of period                                                 597,659         41,238
                                                                        -----------    -----------
Cash at end of period                                                   $   679,274    $    41,005
                                                                        ===========    ===========
Supplemental disclosure of cash flow information
     Cash paid during the period for interest                           $     1,600    $       900

</TABLE>

       See Accompanying Notes to Unaudited Condensed Financial Statements.

                                        5




<PAGE>


                               A4S Security, Inc.
                     Notes to Condensed Financial Statements
                                   (Unaudited)

     INTERIM FINANCIAL STATEMENTS

The accompanying financial statements of A4S Security, Inc. (the "Company" or
"A4S") have been prepared in accordance with the instructions to quarterly
reports on Form 10-QSB. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and changes in financial position at
June 30, 2005, and for all periods presented have been made. Certain information
and footnote data necessary for a fair presentation of financial position and
results of operations in conformity with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
therefore suggested that these financial statements be read in conjunction with
the summary of significant accounting policies and notes to financial statements
included in the Company's Form SB-2, Amendment 2, filed with the SEC. The
results of operations for the period ended June 30, 2005 are not necessarily an
indication of operating results for the full year.

1.   Initial public offering

     During July 2005 the Company completed an initial public offering ("IPO")
     of securities. The offering, including the over-allotment option exercised
     by the underwriter, resulted in the sale of a total of 1,380,000 units at
     $6.00 each for total gross proceeds of $8,280,000. Each unit consisted of
     one share of common stock and one warrant to purchase one share of common
     stock at $9.00 per share, expiring in 2010. The offering generated net
     proceeds to the Company of approximately $6,942,000, after underwriting
     discounts and non-accountable expense allowance to the underwriters and
     offering expenses payable by the Company. Costs associated with the IPO of
     $237,000 were incurred through June 30, 2005 and were recorded as an asset
     that was netted with the offering proceeds, as a cost of the offering, when
     completed in July 2005. Concurrent with the IPO, the Company's convertible
     notes payable were converted to common stock (Note 2).

     The following unaudited condensed pro forma financial information presents
     the effect of the offering, including the election by the underwriter for
     the over-allotment option and the conversion of the notes payable to
     equity, on the accompanying balance sheet, had transactions occurred as of
     June 30, 2005 date of the balance sheet ($000's):
<TABLE>
<CAPTION>
                                           Historical    Adjustments     Pro forma
                                           ----------    -----------     ---------
<S>                                        <C>           <C>             <C>
Current assets                             $      854    $     6,942     $    7,796

Total assets                               $    1,412    $     6,525     $    7,937

Current liabilities                        $    1,210    $        --     $    1,210

Long-term liabilities                      $    3,498    $    (3,498)    $       --

Stockholders' equity (deficit)             $   (3,296)   $    10,023     $    6,727

Total liabilities and stockholders'
(deficit) equity                           $    1,412    $     6,525     $    7,937
</TABLE>

Adjustments:

Pro forma adjustments:

1. Sale of 1,380,000 units at $6.00 each                                $8,280
      Deduct underwriter discounts and commissions                        (993)
      Deduct offering costs of the Company                                (345)
                                                                         ------
                     Subtotal, pro forma increase on cash                $6,942
                                                                         ======

2. Conversion of convertible notes payable and accrued
       interest to common stock                                          $3,498
                                                                         ======
3. Equity transactions:
      Common stock issued in public offering, 1,380,000 shares           $6,942
      Common stock issued for debt conversions, approximately
         2,434,000 shares                                                 3,498
                                                                        -------
                                                                         $3,498
                                                                         ======


                                       6
<PAGE>
     As a result of the impact of the IPO combined with the conversion of the
     convertible notes payable and related accrued interest, the Company's
     outstanding common shares increased from 147,389 outstanding prior to these
     transactions to a total of 3,961,446 outstanding afterwards. This level of
     additional shares outstanding will have a significant impact on the
     computation of earnings (loss) per share in future periods.

2.   Convertible notes payable and bridge loans:

     Notes payable:

     The Company has completed a series of convertible debt offerings, under
     which a total of $3,269,331 plus accrued interest of $228,263 was
     outstanding as of June 30, 2005. The unsecured notes bear interest at 6% to
     8%, and all convertible notes payable were due December 31, 2006.
     Substantially all of the 6% notes, totaling approximately $1.8 million were
     sold to related parties consisting of directors, officers and stockholders.
     Upon the successful completion of our IPO in July 2005 these notes and
     related accrued interest, by their terms, were automatically converted into
     a total of approximately 2,434,000 common shares. These debt agreements
     contained restrictive covenants, including restrictions on the Company's
     ability to declare dividends.

     The proceeds of the note offerings were allocated between the estimated
     value of the notes and any warrants based upon their respective estimated
     fair values and allocated to beneficial conversion features, based upon
     their respective estimated intrinsic values. In 2003, $181,000 of the
     convertible notes were allocated to the warrants and beneficial conversion
     features. In 2004, an additional $204,000 were allocated, and during the
     six months ended June 30, 2005, an additional $121,000 were allocated based
     upon the offerings. The amounts so allocated are being recorded as
     additional interest expense over the terms of the loans, giving rise to an
     effective interest rate on the loans of approximately 15%.

     Bridge loans:

     During November and December 2004, the Company borrowed a total of $105,000
     from three stockholders under unsecured demand notes, bearing interest at
     8%. The bridge loans were repaid in January 2005, including interest.

     In April 2005, we borrowed $825,000 under short-term notes with interest at
     8% per annum, which were repaid in July 2005 upon the completion of our
     initial public offering. The notes included warrant rights, which based
     upon the initial public offering, gave rise to a total of 137,500 warrants
     being issued, exercisable at $9.00 per share and expiring in July 2010. The
     proceeds of the notes were allocated between the notes and the warrants
     based upon their estimated relative fair values, with $53,600 being
     allocated to the value of the warrants. This amount will be accreted back
     to the balance of the notes, over their lives as additional interest
     expense.

3.   Stockholders' deficit:

     Common stock transactions:

     During 2004, $3,265 was received from the sale of warrants. During 2004 the
     holders of warrants to acquire 60,332 shares of common stock at $.64 per
     share, exercised their warrants generating $38,853 in proceeds to the
     Company. During the six months ended June 30, 2005, $3,283 was received
     from the sale of warrants and an additional $174,600 was allocated to the
     value of warrants sold as part of the debt offerings in 2005.

                                       7
<PAGE>
     Stock options:

     In 2004, the Board of Directors of the Company adopted the 2004 Stock
     Incentive Plan, as amended, for the benefit of certain employees and
     consultants. The Company has reserved a total of 1,000,000 shares of its
     common stock for issuance pursuant to the exercise of options to be
     granted. The Plan is administered by the Board of Directors. The exercise
     prices of the options granted are determined by the Board and are
     established at the estimated fair value of the Company's common stock at
     the date of grant. The fair market value of the Company's common stock as
     determined by the Board was based upon contemporaneous transactions at or
     near the time stock options were granted. The Company's Board determines
     the term of each option, the number of shares for which each option is
     granted and the rate at which each option is exercisable. Options are
     granted with terms not to exceed 10 years. In October 2004 the Company
     granted options to purchase 353,261 shares of common stock, and in December
     2004, an additional 27,174 options were granted, all at an exercise price
     of $3.50 per share. Of the 380,435 options granted in 2004, 353,261 vest
     25% annually in arrears and 27,174 vest 33.3% annually in advance. At the
     date of grant, these options have a ten-year life except 119,565 options,
     which have a five year life. The weighted average fair value of options
     granted in 2004 was $3.50.

     During the six months ended June 30, 2005, options to purchase 220,748
     shares of common stock were granted under the Company's 2004 Stock
     Incentive Plan to employees, officers and directors, including 54,348
     options granted during that period to the Company's newly hired CEO.
     Options to purchase 212,596 common shares, subject to vesting provisions
     will be exercisable at $3.50 per share and expire in ten years. Options to
     purchase 8,152 common shares, subject to vesting provisions will be
     exercisable at $3.85 per share and expire in five years. Of the 220,748
     options granted in 2005, 114,130 vest 25% annually in advance and 106,618
     vest 33.3% annually in arrears.

     Subsequent to June 30, 2005 an additional 7,000 options were granted to a
     newly appointed director. The options are exercisable at $6.70 per share,
     vest immediately and expire in five years.

     Stock-based compensation:

     Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
     Stock Based Compensation, defines a fair-value-based method of accounting
     for stock-based employee compensation plans and transactions in which an
     entity issues its equity instruments to acquire goods or services from
     non-employees, and encourages but does not require companies to record
     compensation cost for stock-based employee compensation plans at fair
     value. The Company has chosen to account for employee stock-based
     compensation using the intrinsic value method prescribed in Accounting
     Principles Board Opinion No. 25 ("APB No. 25"), Accounting for Stock Issued
     to Employees, and related interpretations. Accordingly, employee
     compensation cost for stock options is measured as the excess, if any, of
     the estimated fair value of the Company's stock at the date of the grant
     over the amount an employee must pay to acquire the stock. The Company has
     provided pro forma disclosures of net income (loss) as if the fair value
     based method of accounting for stock-based compensation, as prescribed by
     SFAS No. 123, had been applied. Options issued to non-employees for
     services are accounted for in accordance with SFAS No. 123.

     The following table illustrates the effect on net loss and loss per share
     as if the Company had applied the fair value recognition provisions of SFAS
     123, to its stock-based employee plans.


                                       8
<PAGE>
<TABLE>
<CAPTION>

                                             Three months ended                  Six months ended
                                                   June 30,                           June 30,
                                             2005           2004               2005              2004
                                       -------------    -------------     --------------     ------------
<S>                                    <C>              <C>               <C>                <C>
Net loss, as reported                  $   (854,000)    $   (349,000)     $  (1,408,000)     $  (514,000)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method
for awards granted, modified
or settled                                  (82,000)         (15,000)          (215,000)         (30,000)
                                       ------------     ------------      -------------      -----------
Pro forma net loss                     $   (936,000)    $   (364,000)     $  (1,623,000)     $  (544,000)
                                       ============     ============      =============      ===========
Net loss per share:
Basic and diluted - as reported        $      (5.79)    $      (4.01)     $       (9.55)     $     (5.90)
                                       ============     ============      =============      ===========
Basic and diluted - pro forma          $      (6.35)    $      (4.18)     $      (11.01)     $     (6.25)
                                       ============     ============      =============      ===========
</TABLE>

     The fair value of the options granted were estimated on the dates of grant
     using the Black-Scholes option pricing model with the following assumptions
     used: expected dividend yield, 0%; expected stock price volatility 51%;
     risk free interest rate 4.3% in 2005 and 2004 and 4.2% in 2003, expected
     life of options 9.5 years in 2005 and 2004 and 5 years in 2003.

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 123(R) Share-Based Payment, which addresses the accounting for
     share-based payment transactions. SFAS No. 123(R) eliminates the ability to
     account for share-based compensation transactions using APB No. 25, and
     generally requires instead that such transactions be accounted and
     recognized in the statement of operations based on their fair value. SFAS
     No. 123(R) will be effective for public companies that file as small
     business issuers as of the first interim or annual reporting period that
     begins after December 15, 2005. The Company is evaluating the provisions of
     the standard. Depending upon the amount of and terms for options that are
     granted in future periods and the impact of previous issues that will vest
     subsequent to January 1, 2006, the implementation of this standard could
     have a significant non-cash impact on results of operations in future
     periods.

4.   Customer Concentration

     For the six-month periods ended June 30, 2005 and 2004, one customer
     accounted for 85% and 93%, respectively, of net sales. For the three-month
     periods ended June 30, 2005 and 2004, this customer accounted for 73% and
     97%, respectively, of net sales.




                                       9
<PAGE>



ITEM 2.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

     We market high resolution mobile digital video recording systems for
security and surveillance. Our products were designed originally for use in the
law enforcement market. In early 2004, as a result of significant lead times
being encountered in the buying decisions of law enforcement customers and the
completion of a second product, we began marketing products to mass transit
customers. We have one principal customer, Kansas City Area Transit Authority
("KCATA"), which accounted for approximately 85% of our sales in the six months
ended June 30, 2005. Our primary near term focus is the mass transit market, and
we are currently engaged in active discussions with over 70 metropolitan
transportation authorities. Our plan is to present our products to these
potential customers. We also believe that the law enforcement market represents
a significant long-term opportunity, and we plan to be active in this market by
attending trade shows and monitoring and publicizing use of our products by the
Loveland, Colorado Police Department and participating in panels and committees
of the International Association of Chiefs of Police.

     During July 2005, subsequent to the date of these financial statements, A4S
completed its initial public offering ("IPO") of securities, resulting in the
sale of 1,380,000 units, each consisting of one common share and one warrant to
purchase a common share, exercisable at $9.00 per share. The IPO raised
approximately $8.3 million in gross proceeds for the Company. Under provisions
contained in their terms, approximately $3.5 million in convertible notes and
accrued interest were automatically converted into approximately 2,434,000
shares of common stock upon the completion of the IPO.


Results of Operations

     The Independent Registered Public Accounting Firm's report on the Company's
financial statements as of December 31, 2004, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.

Comparison of the six month periods ended June 30, 2005 to 2004

     Net sales for the six months ended June 30, 2005 totaled $121,000, which is
virtually the same level as our 2004 sales. Net sales for the 2005 and 2004
periods were comprised almost entirely from products sold into the mass transit
market to KCATA, which was obtained as a customer during mid- 2004.

     Cost of sales for the six months ended June 30, 2005 totaled $87,000, which
equaled the 2004 period.

     Selling, general and administrative expenses in the six months ended June
30, 2005, totaled $971,000, which is a $641,000 or 195% increase as compared to
the 2004 period. The increase is primarily attributable to approximately a
$325,000 increase in payroll costs from additions to sales, development and
management personnel, a $110,000 increase in professional fees as the Company
grew and also prepared for its IPO, and the balance represented additional costs
associated primarily with sales and marketing costs.

     Research and development expenses in the six months ended June 30, 2005
totaled $138,000, which is a $32,000 or 31% increase as compared to the 2004
period. The increase is due to additional research and development personnel
costs of approximately $40,000 in the six months ended June 30, 2005 as compared
to the 2004 period and expanded development activities in 2005 following fund
raising activities that closed in April 2005.

     Interest expense for the six months ended June 30, 2005, totaled $336,000,
which is a $223,000 or 197% increase as compared to the 2004 period. The
increase was directly attributable to higher debt levels to fund the operating
losses and development activities and the amortization of the additional
interest expense associated with the amount allocated to the warrants and the
beneficial conversion features from the convertible debt offerings.

     No income tax benefit was recorded on the loss for the six months ended
June 30, 2005, as our management was unable to determine that it was more likely
than not that such benefit would be realized.

Comparison of the three month periods ended June 30, 2005 to 2004

     Net sales for the three months ended June 30, 2005 totaled $47,000, which
is a $69,000 or 59% decrease from net sales for the three months ended June 30,
2004. Net sales for the 2005 and 2004 periods were comprised almost entirely
from products sold into the mass transit market to KCATA, which was obtained
during mid- 2004.


                                       10
<PAGE>
     Cost of sales for the six months ended June 30, 2005 totaled $35,000, which
is a $43,000 or 56% decrease as compared to the 2004 period. The change in cost
of sales primarily resulted from the associated sales change.

     Selling, general and administrative expenses in the three months ended June
30, 2005, totaled $586,000, which is a $353,000 or 151% increase as compared to
the 2004 period. The increase is primarily attributable to approximately a
$160,000 increase in payroll costs from additions to sales, development and
management personnel, a $74,000 increase in professional fees as the Company
grew and also prepared for a public offering and the balance additional costs
associated primarily with sales and marketing costs.

     Research and development expenses in the three months ended June 30, 2005
totaled $66,000, which is a $14,000 or 18% decrease as compared to the 2004
period. The decrease is due to a number of factors including the timing of
research and development activities being incurred, which can vary quarter to
quarter.

     Interest expense for the three months ended June 30, 2005, totaled
$217,000, which is a $142,000 or 188% increase as compared to the 2004 period.
The increase was directly attributable to higher debt levels to fund the
operating losses and development activities and the amortization of the
additional interest expense associated with the amount allocated to the warrants
and the beneficial conversion features from the convertible debt offerings.

     No income tax benefit was recorded on the loss for the three months ended
June 30, 2005, as our management was unable to determine that it was more likely
than not that such benefit would be realized.

Liquidity and Capital Resources

     We had a net loss of $1,408,000 for the six months ended June 30, 2005. We
expect our expenses to be substantially higher in the six months ending December
31, 2005 than the first six months of 2005 as a result of the completion of our
IPO in July 2005 and our increased staffing and product development and
marketing efforts implemented to increase sales.  We expect that our expenses
will approximate $300,000 per month through the balance of 2005.  We are
currently engaged in active sales communications with over 70 metropolitan
transit authorities.  Because of our lack of backlog and the uncertainty
regarding the authorities' purchasing decisions, we are not estimating expected
revenues for 2005.  It is likely that a loss will be incurred for the six months
ending December 31, 2005.

     At June 30, 2005, we had a working capital deficit of $356,000. During July
2005, we completed an IPO of our securities. The offering, including the
over-allotment option exercised by the underwriter, sold a total of 1,380,000
units at $6.00 each for total gross proceeds of $8,280,000. Each unit consisted
of one share of common stock and one warrant to purchase one share of common
stock at $9.00 per share expiring in 2010. The offering generated net proceeds
to the Company of approximately $7,300,000, after underwriting discounts and
non-accountable expense allowance to the underwriters but before offering
expenses payable by the Company.

     Capital expenditures, primarily for development, testing equipment, office
equipment and facility improvement costs for the balance of the fiscal year
ending December 31, 2005 are anticipated to total approximately $100,000.

     We anticipate that spending for research and development for the fiscal
year ending December 31, 2005, will increase appreciably from those incurred for
the year ended December 31, 2004 and for the interim period ended June 30, 2005.
The primary expenditures will be focused on product refinement and enhancements
to respond to customer requests. However, we expect new applications will
require additional development expenses.

     We have a line of credit arrangement for up to $395,000 with First
Interstate Bank of Kalispell, Montana pursuant to which we have been able to
draw against 100% of eligible purchase orders we receive from customers. The
line of credit relationship is based upon an understanding with the bank, and
advances are made and subject to, individual note agreements executed as
purchase orders are submitted for funding. Advances under such note agreements,
when made, are collateralized by inventories, receivables, equipment and
intangibles of A4S. The interest rate on advances is established at the time of
advance and notes in 2004 were generally at a rate of 11.5%. The notes have a
maturity date of ninety days following the advance. During 2004, $205,000 was
advanced and repaid under two purchase orders. During the six months ended and
as of June 30, 2005, no amounts were outstanding under the arrangement. As the
line of credit arrangement is not subject to a written agreement, the bank may
withdraw at any time; however, the bank has not given any indication to us that
they will not continue to provide the facility.

     During 2003 and 2004 we raised $1,020,000 and $1,556,000, respectively,
through the sale of convertible notes payable. During the six months ended June
30, 2005 an additional $936,000 was raised from the sale of convertible notes
payable. The notes bear interest at rates ranging from 6% to 8% and are due
December 31, 2006. Proceeds from the convertible notes were allocated between
the estimated fair value for the warrants and the beneficial conversion feature
based upon the relative fair values of each component. In 2003 $181,000 of the
convertible notes was allocated to these components and in 2004, an additional
$204,000 was allocated based upon the 2004 offerings. During the six months
ended June 30, 2005, an additional $121,000 was allocated to such components for
convertible notes sold in that period. The amounts so allocated are being
recorded as additional interest expense over the lives of the loans, giving rise
to an effective interest rate on the loans of 15%. The proceeds from the notes
were used for operating and development expenses. Upon the completion of our
initial public offering in July 2005, under their terms, the notes and accrued
interest were converted into approximately 2,434,000 common shares.



                                       11
<PAGE>
     During 2004 the holders of warrants to acquire 60,332 shares of common
stock, exercised their warrants, generating $39,000 proceeds to us.

     During November and December 2004, Gregory Pusey, E. Jeffrey Peierls and
Brian Peierls, shareholders of the Company, loaned an aggregate of $105,000 to
us for working capital. The notes, including interest at 8.0%, were repaid in
January 2005.

     In April 2005, we borrowed $825,000 under short-term notes with interest at
8% per annum, which was repaid in July 2005 upon the completion of our initial
public offering. The notes included warrant rights, which based upon the initial
public offering, gave rise to a total of 137,500 warrants exercisable at $9.00
per share and expire in July 2010.


Operating Activities

     Net cash consumed by operating activities was $1,078,000 during the six
months ended June 30, 2005. Cash was consumed by the loss of $1,408,000, less
non-cash expenses of $233,000 for depreciation, amortization and interest.
Increases in inventories and prepaid expenses totaled $92,000 during the period
following the increased level of funding with the 2005 fund raising activities.
A net increase of $185,000 in accounts payable and accruals during the period
provided cash.

     Net cash consumed by operating activities was $489,000 during the six
months ended June 30, 2004. Cash was consumed by the loss of $514,000, offset by
non-cash expenses of $66,000 in total depreciation, amortization and interest
expenses. Cash was also consumed by a $111,000 increase in accounts receivable
arising from increased sales in the 2004 period as compared to the preceding
period. A net increase of $38,000 in accounts payable and accruals provided
cash.

Investing Activities

     Net cash outflows from investing activities consumed $52,000 during the six
months ended June 30, 2005. The outflow was primarily attributable to purchases
of equipment. Net cash outflows from investing activities consumed $12,000
during the six months ended June 30, 2004 for purchases of equipment and
payments for other assets.

Financing Activities

     Net cash inflows from financing activities generated $1,212,000 during the
six months ended June 30, 2005. Notes payable were increased by $1,586,000 and
we paid costs associated with debt issuances of $206,000 during the 2005 period.
During this period $105,000 in bridge loans were repaid and we incurred $237,000
in deferred offering costs associated with our initial public offering that was
completed in July 2005. We also received net proceeds from the sale of common
stock purchase warrants totaling $178,000 during the 2005 period.

     Net cash inflows from financing activities generated $501,000 during the
six months ended June 30, 2004, primarily from the sale of convertible notes
payable.


     Recently issued accounting pronouncements:

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 123(R) Share-Based Payment, which addresses the accounting for
     share-based payment transactions. SFAS No. 123(R) eliminates the ability to
     account for share-based compensation transactions using APB No. 25, and
     generally requires instead that such transactions be accounted and
     recognized in the statement of operations based on their fair value. SFAS
     No. 123(R) will be effective for public companies that file as small
     business issuers as of the first interim or annual reporting period that
     begins after December 15, 2005. The Company is evaluating the provisions of
     the standard. Depending upon the amount of and terms for options that are
     granted in future periods and the impact of previous issues that will vest
     subsequent to January 1, 2006, the implementation of this standard could
     have a significant non-cash impact on results of operations in future
     periods.


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    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS

Certain statements in Management's Discussion and Analysis and other portions of
this report are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor created thereby. These statements relate to future events or the
Company's future financial performance and involve known and unknown risks,
uncertainties and other factors that may cause the actual results, levels of
activity, performance or achievements of the Company or its industry to be
materially different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "could," "would," "should," "expect," "plan,"
"anticipate," "intend," "believe," "estimate," "predict," "potential" or other
comparable terminology. Please see the "Cautionary Note Regarding
Forward-Looking Statements" in the Company's Form SB-2, including amendments
thereto, for a discussion of certain important factors that relate to
forward-looking statements contained in this report. Although the Company
believes that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Unless otherwise required by applicable securities laws, the Company
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.


Item 3.  Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures

Management of the Company, including the Chief Executive Officer and the Chief
Financial Officer, has conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the last day of the
period of the accompanying financial statements (the Evaluation Date"). Based on
that review and evaluation, the President and Chief Financial Officer have
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company and its consolidated subsidiaries would be made known to
them by others within those entities in a timely manner, particularly during the
period in which this quarterly report on Form 10-QSB was being prepared, and
that no changes are required at this time.




                                       13
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                            PART II OTHER INFORMATION

Item 6.   Exhibits

     (a)  Exhibits

EXHIBIT   DESCRIPTION
-------   -------------------------------------------------------------------

31.1      Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.
          Filed herewith.

31.2      Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.
          Filed herewith.

32        Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as
          Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT of 2002.
          Filed herewith.








                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                        A4S Security, Inc.
                                                         (Registrant)

Dated: September 1, 2005                            By: /s/ Jeffrey G. McGonegal
                                                        ------------------------
                                                        Jeffrey G. McGonegal,
                                                        Chief Financial Officer







                                       14



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