**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**





**FORM
      10-QSB**





**þ**
            
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934****For
                the quarterly period ending March 31, 2008**or**ྑ**
            
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934****For
                the transition period
                from          to**








**Commission
      file number 0-24001**





**WHERIFY
      WIRELESS, INC.**


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




**Delaware**
            
            **76-0552098***(State
                or other jurisdiction of*
            
            *(I.R.S.
                Employer**incorporation
                or organization)*
            
            *Identification
                Number)*








**63
      Bovet Road, #521, San Mateo, California 94402-3104**


*(Address
      of principal executive offices)*




**(650) 524-3000**


*(Issuer’s
      telephone number)*




901
      Mariners Island Boulevard, San Mateo, California 94404-1592


*(Former
      mailing address)*








Check
      whether the issuer (1) 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 periods 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 ྑ




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


Yes ྑ     Noþ





There
      were 89,117,889 shares of the issuer’s common stock, $.01 par value, outstanding
      as of May 15, 2008





Transitional
      Small Business Disclosure Format:      Yes ྑ     No þ





**WHERIFY
      WIRELESS, INC.**


**FORM
      10-QSB**


**QUARTER
      ENDED March 31, 2008**





**Table
      of Contents**


Page





PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial
      Statements................................................................................................................................. @@





Balance
      Sheets as of March 31, 2008 and June 30, 2007 (unaudited) .................
      ......................................... @@





Statements
      of Operations for the three and nine months ended March 31, 2008 and 2007
      (unaudited). ... @@





Statements
      of Condensed Cash Flows for the nine months ended March 31, 2008 and 2007
      (unaudited) @@





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





Item
      2.
      Management’s Discussion and Analysis or Plan of
      Operation................................................................. @@





Item
      3.
      Controls and Procedures............................
      ................................. @@





Signatures....................................................................................................................................................................... @@





EXHIBITS...................................................................................................................................................................... @@










**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**WherifyWireless,
                  Inc.****Balance
                  Sheets****(Unaudited)****ASSETS****March
                  31, 2008**
              
              
              **June
                  30, 2007****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              12,602
              
              $
              2,056,580Restricted
                  cash
              
              
              -
              
              
              9,071Accounts
                  receivable, net of allowance for bad debt
              
              
              49,923
              
              
              109,864Inventory,
                  net
              
              
              -
              
              
              2,260,991Prepaid
                  expenses
              
              
              69,284
              
              
              93,476Security
                  deposit
              
              
              13,790
              
              
              336,190Total
                  current assets
              
              
              145,599
              
              
              4,866,172Intangible
                  assets, net of accumulated amortization
              
              
              -
              
              
              15,809Property
                  and equipment, net of accumulated depreciation
              
              
              20,694
              
              
              271,550Other
                  non-current assets
              
              
              79,507
              
              
              973,024**Total
                  Assets**
              
              **$**
              **245,800**
              
              **$**
              **6,126,555****LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****Current
                  Liabilities:**Accounts
                  payable
              
              $
              7,220,475
              
              $
              7,063,554Accounts
                  payable - related party
              
              
              3,105,750
              
              
              3,105,750Accrued
                  liabilities
              
              
              3,474,231
              
              
              3,528,072Deferred
                  revenues
              
              
              74,618
              
              
              76,852Notes
                  payable - related parties
              
              
              2,000,000
              
              
              2,000,000Convertible
                  notes
              
              
              4,865,704
              
              
              2,872,665Fair
                  value of derivatives
              
              
              -
              
              
              3,525,896Total
                  current liabilities
              
              
              20,740,778
              
              
              22,172,789Commitments
                  and contingencies
              
              
              -
              
              
              -**Stockholders
                  Deficit:**Preferred
                  stock, $0.01 par value 10,000,000 shares authorized;Series
                  A Preferred stock, 7500 shares issued and outstanding
              
              
              75
              
              
              75Series
                  B Preferred stock, 1,129 shares issued and outstanding
              
              
              11Common
                  stock, $0.01 par value 300,000,000 shares authorized;85,167,889
                  and 75,225,277 shares issued and outstanding, respectively
              
              
              851,679
              
              
              752,253Additional
                  paid-in capital
              
              
              144,132,841
              
              
              136,859,523Accumulated
                  deficit
              
              
              (165,479,584
              )
              
              (153,658,085
              )Total
                  stockholders' deficit
              
              
              (20,494,978
              )
              
              (16,046,234
              )**Total
                  liabilities and stockholders' deficit**
              
              **$**
              **245,800**
              
              **$**
              **6,126,555**





**Wherify
      Wireless, Inc.**


**Statements
      of Operations**


**(Unaudited)**




**Three
                  Months Ended March 31,**
              
              
              **Nine
                  Months Ended March 31,****2008**
              
              
              **2007**
              
              
              **2008**
              
              
              **2007****Revenues**
              
              **$**
              **166,681**
              
              **$**
              **135,335**
              
              **$**
              **1,310,244**
              
              **$**
              **644,115****Cost
                  of revenues**
              
              
              **66,632**
              
              
              **21,034**
              
              
              **689,413**
              
              
              **305,647****Gross
                  profit**
              
              
              **100,049**
              
              
              **114,301**
              
              
              **620,831**
              
              
              **338,468****Operating
                  expenses:**General
                  and administrative
              
              
              2,828,497
              
              
              2,442,625
              
              
              6,175,562
              
              
              10,304,143Rent
                  expense
              
              
              41,370
              
              
              158,716
              
              
              124,110
              
              
              938,731Amortization
                  and depreciation
              
              
              486,120
              
              
              120,293
              
              
              1,009,824
              
              
              281,113**Total
                  operating expenses**
              
              
              **3,355,987**
              
              
              **2,721,634**
              
              
              **7,309,496**
              
              
              **11,523,987****Operating
                  Loss**
              
              
              **(3,255,938**
              **)**
              
              **(2,607,333**
              **)**
              
              **(6,688,665**
              **)**
              
              **(11,185,519**
              **)****Other
                  income (expense):**Derivative
                  gain (loss)
              
              
              -
              
              
              1,881,930
              
              
              -
              
              
              (2,484,729
              )Interest
                  and other expense
              
              
              (1,126,011
              )
              
              (570,524
              )
              
              (2,699,659
              )
              
              (1,601,854
              )Interest
                  and sale of assets
              
              
              139,438
              
              
              1,666
              
              
              145,318
              
              
              24,138**Net
                  loss**
              
              
              **(4,242,511**
              **)**
              
              **(1,294,261**
              **)**
              
              **(9,243,006**
              **)**
              
              **(15,247,964**
              **)**Less:
                  deemed dividend - beneficial conversion feature
              
              
              -
              
              
              -
              
              
              (607,878
              )
              
              -**Net
                  loss attributable to common stock shareholders**
              
              **$**
              **(4,242,511**
              **)**
              **$**
              **(1,294,261**
              **)**
              **$**
              **(9,850,884**
              **)**
              **$**
              **(15,247,964**
              **)**Basic
                  and diluted net loss per share
              
              $
              (0.05
              )
              $
              (0.02
              )
              $
              (0.12
              )
              $
              (0.23
              )Basic
                  and diluted net loss per share attributable to common
                  shareholders
              
              
              (0.05
              )
              
              (0.02
              )
              
              (0.13
              )
              
              (0.23
              )Weighted
                  average number of shares outstanding - basic and diluted
              
              
              77,210,721
              
              
              72,562,960
              
              
              75,914,185
              
              
              66,202,928








**Wherify
      Wireless, Inc.**


**Statements
      of Condensed Cash Flows**


**Nine
      months ended March 31, 2008 and 2007**


**(Unaudited)**





**2008**
              
              
              **2007****Net
                  Cash Used in Operating Activities**
              
              
              **(2,909,779**
              **)**
              
              **(7,163,870**
              **)****Cash
                  Flows from Investing Activities:**Decrease
                  in restricted certificates of deposit
              
              
              9,071
              
              
              1,268,866Purchases
                  of property, plant and equipment
              
              
              -
              
              
              (21,411
              )Disposal
                  of property and equipment
              
              
              250
              
              
              8,000**Net
                  Cash Used in Investing Activities**
              
              
              **9,321**
              
              
              **1,255,455****Cash
                  Flows from Financing Activities:**Proceeds
                  from sale of preferred stock, net of offering costs
              
              
              856,480Proceeds
                  from sale of common stock, net of offering costs
              
              
              
              
              
              4,044,622Proceeds
                  from notes payable - related party
              
              
              
              
              
              175,000Proceeds
                  from convertible note payable
              
              
              
              
              
              1,200,000**Net
                  Cash Provided by Financing Activities**
              
              
              **856,480**
              
              
              **5,419,622****Change
                  in Cash and Cash Equivalents**
              
              
              **(2,043,978**
              **)**
              
              **(488,793**
              **)****Cash
                  and Cash Equivalents - Beginning Period**
              
              
              **2,056,580**
              
              
              **524,722****Cash
                  and Cash Equivalents - End of Period**
              
              **$**
              **12,602**
              
              **$**
              **35,929**





**WHERIFY
      WIRELESS, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**








**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited interim financial statements of Wherify Wireless, Inc.
      have been prepared in accordance with accounting principles generally accepted
      in the United States of America and the rules of the Securities and Exchange
      Commission. These financial statements should be read in conjunction with the
      audited financial statements and notes thereto contained in Wherify's Annual
      Report filed with the SEC on Form 10-KSB for the year ended June 30, 2007.
      In
      the opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. We have omitted
      notes to the financial statements that would substantially duplicate the
      disclosure contained in the audited financial statements for the year ended
      June
      30, 2007 as reported in the Form 10-KSB.








**NOTE
      2 - GOING CONCERN**





Wherify’s
      financial statements have been prepared on a going concern basis, which
      contemplates the realization of assets and settlement of liabilities and
      commitments in the normal course of business for the foreseeable future. Since
      inception, the Company has accumulated losses aggregating to $165,479,584 and
      has insufficient working capital to meet its current operating needs and is
      dependent on successful new financings to continue its operations, all of which
      raise substantial doubt about Wherify’s ability to continue as a going
      concern.





During
      the quarter ended March, 31, 2008, Wherify laid off all its employees, except
      one, due to insufficient funds and vacated its principal offices in April,
      2008.
      Four employees continue to assist the company as consultants. Inventory and
      test
      equipment at its contract manufacturer of the GPS-enabled wireless location
      product (the WherifoneTM) were deemed impaired and written off the balance
      sheet.





Management’s
      plans for Wherify’s continued existence include selling additional stock or
      borrowing additional funds to pay overhead expenses while proceeding with its
      current business plan to launch and market its new GPS enabled wireless location
      products.





Wherify’s
      future success is dependent upon its ability to achieve profitable operations,
      generate cash from operating activities and obtain additional financing. There
      is no assurance that Wherify will be able to generate sufficient cash from
      operations, sell additional shares of common stock or borrow additional
      funds.





Should
      Wherify be unable to obtain additional cash this will have a material adverse
      effect on its financial position, results of operations and its ability to
      continue in existence. The consolidated financial statements do not include
      any
      adjustments that might result from the outcome of this uncertainty.








**NOTE
      3 - CONVERTIBLE DEBENTURES AND DERIVATIVE LIABILITY**





In
      March
      2006, Wherify borrowed $5,000,000 under two secured convertible debentures
      and
      issued common stock warrants to its investors. Wherify determined that the
      conversion feature of the secured convertible debentures and the warrants issued
      with the secured convertible debentures are embedded instruments pursuant to
      SFAS No. 133. Accounting for Derivative Instruments and Hedging Activities,
      as
      amended. Under the provision of the EITF Issue No. 00-19, Accounting for
      Derivative Financial Instruments indexed to, and Potentially Settled in, a
      Company’s Own Stock, the accounting treatment of these derivative financial
      instruments requires that Wherify record the derivatives at their fair values
      as
      of the inception date of the note agreements and at fair value as of each
      subsequent balance sheet date as a liability. Any change in fair value recorded
      is recorded as a non-operating, non-option pricing model. This model requires
      the use of estimates such as the expected holding period, the expected future
      volatility of Wherify’s common stock and the risk-free interest of return over
      the holding period. These estimates directly affect the reported amounts of
      the
      derivative instrument liabilities.










In
      December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, Accounting
      for Registration Payment Arrangements (EITF 00-19-2). EITF 00-19-2 addresses
      an
      issuer's accounting for registration payment arrangements. It specifies that
      the
      contingent obligation to make future payments or otherwise transfer
      consideration under a registration payment arrangement, whether issued as a
      separate agreement or included as a provision of a financial instrument or
      other
      agreement, should be separately recognized and measured in accordance with
      FASB
      Statement No. 5, Accounting for Contingencies. The guidance in EITF 00-19-2
      amends FASB Statements No. 133, Accounting for Derivative Instruments and
      Hedging Activities, and No. 150, Accounting for Certain Financial Instruments
      with Characteristics of both Liabilities and Equity, and FASB Interpretation
      No.
      45, Guarantor's Accounting and Disclosure Requirements for Guarantees, including
      Indirect Guarantees of Indebtedness of Others, to include scope exceptions
      for
      registration payment arrangements. EITF 00-19-2 also requires additional
      disclosure regarding the nature of any registration payment arrangements,
      alternative settlement methods, the maximum potential amount of consideration
      and the current carrying amount of the liability, if any. This EITF is effective
      immediately for registration payment arrangements and the financial instruments
      subject to those arrangements that are entered into or modified subsequent
      to
      the date of issue of this EITF. For registration payment arrangements and
      financial instruments subject to those arrangements that were entered into
      prior
      to the issuance of this EITF, this is effective for financial statements issued
      for fiscal years beginning after December 15, 2006, and interim periods within
      those fiscal years.





Wherify evaluated the application of EITF 00-19-2 for all its financial instruments
      and
      determined that the conversion feature of the convertible note and the warrants
      to purchase common stock issued by Wherify associated with the secured
      convertible debentures in March 2006 no longer qualified to be classified as
      derivative liabilities. The
      impact of implementing EITF 00-19-2 for the first quarter resulted in a
      cumulative effect of a change in accounting principle with a decrease in the
      derivative liability of $3,525,896 and a decrease to beginning retained earnings
      of $2,578,493 and a reclassification of the original fair value recorded to
      equity of $6,104,389.





On
      February 1, 2008, Wherify received a Notice of Default from Yorkville Advisors,
      LLC (f/k/a Cornell Capital Partners, L.P). The Notice of Default is related
      to
      Convertible Debentures entered into on March 10, 2006 and March 14, 2006, and
      subsequent amendments thereto between Wherify and Cornell Capital Partners,
      L.P.
      The notice was triggered by Wherify’s failure to pay the most recent payments on
      the debentures to YA Global Investments, L.P. when due. On February 7, 2008,
      Wherify entered into a Forbearance Agreement where Yorkville Advisors, LLC
      has
      agreed to forbear from exercising its rights and remedies under certain
      debentures described above in respect of Wherify's default under the debenture
      terms until March 6, 2008. As of February 7, 2008, the debentures had an
      outstanding balance of approximately $4,875,000 in principal and $608,734 in
      interest. On February 8, 2008, Wherify received a Conversion Notice from YA
      Global Investments, L.P. to convert $80,000 of the principal amount of the
      Convertible Debenture, entered into on March 10, 2006, into 1,632,653 shares
      of
      restricted common stock of Wherify Wireless, Inc. based on the default
      conversion price of $0.049.





On
      March
      28, 2008, Wherify received a Conversion Notice from YA Global Investments,
      L.P.
      to convert $37,000 of the principal amount of the Convertible Debenture, entered
      into on March 10, 2006, into 3,700,000 shares of restricted common stock of
      Wherify Wireless, Inc. based on the default conversion price of
      $0.01.





O n
      May 19,
      2008 Wherify, Inc entered into a forbearance agreement with Yorkville advisors
      subject to the company successfully securing bridge loan financing and
      successfully progressing with its merger discussions and signing a letter of
      intent. The conditional forbearance is in place at least until May 30, 2008..





Secured
      Convertible Notes at March 31, 2008 consist of the following:





Convertible
                  notes due in 2009, 8% per annum
              
              $
              4,758,000Convertible
                  note, 10% per annum
              
              
              1,200,000Discount
                  on convertible notes
              
              
              (1,092,296
              )Current
                  maturities of convertible notes
              
              $
              4,865,704






















**NOTE
      4 - EQUITY**





***Common
      Stock***





During
      the nine months ended March 31, 2008, Wherify issued 4,609,959 shares of its
      common stock to its consultants for their services. These shares were recorded
      at their fair value of $94,781.





During
      the nine months ended March 31, 2008, Wherify issued 5,332,653 shares as the
      result of the conversion requests received from YAGlobal.





***Preferred
      Stock***





In
      August
      2007, Wherify sold 1,129 shares of Series B Convertible Preferred Stock for
      $1,129,000. This preferred stock is convertible into Wherify' s common stock
      at
      $0.16 per share. In the same offering, Wherify granted 1,764,063 warrants to
      its
      investors. Wherify
      has determined that the conversion feature of the preferred stock and the
      warrants are not derivative instruments pursuant to SFAS No. 133, Accounting
      for
      Derivatives, as amended. Because of the effective conversion price was less
      than
      the market price on the date of sale, a beneficial conversion feature was
      created under the guidance of EITF 98-5 and EITF 00-27. Wherify recorded
      $607,878 discount as deemed dividend to the preferred stock on the date of
      issuance.





Wherify
      incurred $272,520 offering costs related to the sale of these preferred shares.
      Wherify also granted 706,625 warrants to its placement agent as it
      commission.





***Option
      Expense***





During
      the nine months ended March 31, 2008, Wherify recognized option expense of
      $200,104 related to the outstanding stock options according to the provisions
      of
      SFAS 123R, using the modified-prospective transition method.








**NOTE
      5 - SALE OF FACES ASSETS**





On
      February 8, 2008, Wherify Wireless, Inc. sold its FACES software product to
      a
      private party for $150,000.





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





The
      following discussion and analysis of financial condition and results of
      operations should be read in conjunction with our financial statements and
      related notes included elsewhere in this report. The discussion contains
      forward-looking statements that involve risks, uncertainties and assumptions.
      Our actual results could differ materially from those anticipated in the
      forward-looking statements as a result of certain factors discussed in “Risk
      Factors” and elsewhere in this report.





Wherify’s
      auditor included a going concern paragraph in its audit report on Wherify’s
      financial statements for each of last two fiscal years. Wherify’s auditor has
      reported that Wherify has suffered net losses in the last two fiscal years
      and
      has a significant capital deficit that raises substantial doubt about its
      ability to continue as a going concern.





**Introduction**





On
      July
      21, 2005, Wherify California, Inc. a California corporation (formerly known
      as
      Wherify Wireless, Inc.)(“Wherify California”) was merged with a special purpose
      subsidiary of Wherify (formerly known as IQ Biometrix, Inc.). As a result of
      the
      merger, Wherify California became a wholly owned subsidiary of Wherify.
      Accordingly, our business operations include the business operations of both
      Wherify California and Wherify, although as discussed below, the former business
      operations of Wherify, consisting primarily the sale of FACES software and
      related services to law enforcement agencies and the security industry is not
      expected to constitute a significant part of the on-going business operations
      of
      the combined company. Following is a summary of topics covered in this
“Management Discussion and Analysis of Financial Conditions and Results of
      Operation”.





A.
            Section
                1 entitled “Merger” provides a general discussion regarding the
                merger.B.
            Section
                2 entitled “Management’s Discussion and Analysis of Financial Condition
                and Results of Operations” provides a discussion and analysis of financial
                condition and results of operation of Wherify for the three and nine
                months ending March 31, 2008 and
                2007.





C.
            Section
                3 entitled “General” includes a discussion of certain accounting policies
                and other matters of general
                applicability.





**1.**
            **Merger**





As
      noted
      above, on July 21, 2005, Wherify California was merged with a
      transitory special purpose subsidiary of Wherify and as a result Wherify
      California became a wholly owned subsidiary of Wherify. Upon the completion
      of
      the merger, shareholders of Wherify California received 4.8021 shares of Wherify
      common stock for each share of Wherify California common or preferred stock,
      and
      Wherify California stock options were assumed by Wherify and converted into
      options to acquire a number of shares of Wherify common stock equal to the
      number of shares of Wherify California common stock underlying each such option
      multiplied by the exchange ratio of 4.8021. As a result, Wherify issued or
      reserved for the future issuance an aggregate of approximately 46 million shares
      of its common stock in consideration for all the outstanding shares, options
      and
      warrants issued by Wherify California, which represented approximately 78.8
      % of
      the total number of shares of Wherify common stock calculated on a fully-diluted
      basis. Also subsequent to the merger, Wherify changed its name from “IQ
      Biometrix, Inc.” to “Wherify Wireless, Inc.” and shortly thereafter Wherify
      California changed its name from “Wherify Wireless, Inc.” to “Wherify
      California, Inc.”





The
      merger was treated as a reverse merger acquisition, pursuant to which Wherify
      California was treated as the acquirer of Wherify for financial reporting
      purposes. Consequently, following the consummation of the merger, the historical
      financial statements of Wherify California serve as the principal historical
      financial statements of the combined company.





Under
      applicable accounting rules, the purchase price of the acquisition (which is
      determined on the percentage of the combined company held by the pre-merger
      Wherify stockholders and the stock price of the combined company) is allocated
      to identifiable tangible and intangible assets, and then the excess of the
      purchase price over the amounts allocated to those assets is allocated to
      goodwill. During the quarter December 31, 2005, Wherify, with the assistance
      of
      a third party, completed the purchase price allocation and concluded that the
      value of the identifiable assets was $2.2 million and the total amount of
      goodwill was $67.5 million. Following the finalization of the purchase price
      allocation, Wherify concluded that the implied fair value of goodwill was $3.2
      million resulting in an indicated impairment of $64.3 million, which was
      recorded by Wherify in the quarter ended September 30, 2005. As of June 30,
      2006, we concluded that annual test of goodwill for impairment. As a result
      we
      determined that the carrying value of the goodwill at June 30, 2006 had become
      impaired and the remaining balance was written-off.





Our
      principal business activity consists primarily of the development and sale
      of
      wireless location products and services. The former business of Wherify,
      consisting primarily of the sale of security software and services, including
      facial composite software, to law enforcement agencies and the security
      industry, is not a significant part of the ongoing business operations of the
      combined company. Accordingly, historical financial information relating to
      the
      former business of Wherify is expected to have an only minimal significance
      to
      the future business of the combined company.










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





***A.***
            ***General***





Wherify
      Wireless, Inc. (“Wherify” or the “Company”) is a pioneering developer of
      patented wireless location products and services for family safety and business
      communications. Our portfolio of intellectual property includes our proprietary
      integration of the US Government’s Global Positioning System (GPS) and wireless
      communication technologies; our patented back-end location service; the
      WherifoneTM GPS locator phone which provides real-time location information and
      lets families with pre-teens, seniors, or those with special medical needs,
      stay
      connected and in contact with each other **** Our
      name,
      Wherify Wireless, reflects our mission and objective: verify the location of
      loved ones or possessions of value through wireless technology.





Wherify’s
      cost of revenues currently consists of actual manufacturing costs.





General
      and administrative expense includes general administrative, manufacturing,
      research and development, sales and marketing expenses. General administrative
      expense consists primarily of salaries and related expenses for executive,
      finance, accounting information technology, facilities and human resources
      personnel. Research and development expense consists primarily of salaries
      and
      related personnel expenses related to the design, development, testing and
      enhancement of products. Currently we are focusing attention on further
      development of our Wherifone product. Sales and marketing expenses consists
      primarily of salaries, commissions and related expenses for personnel engaged
      in
      marketing, sales and customer support, as well as costs associated with
      promotional activities and related travel expenses.





***B.***
            ***Liquidity
                and Capital Resources***


Wherify
      has incurred operating losses from continuing operations of approximately $6.7
      million for the nine months ended March 31, 2008 and $11.2 million for the
      nine
      months ended March 31, 2007. For the nine months ended March 31, 2008 the net
      losses from operations were $9.2 million and $15.2 million during the comparable
      nine month period ended March 31, 2007. Net cash used for operating activities
      during the nine months ended March 31, 2008 and 2007 was $2.9 million and $7.2
      million, respectively. We have accumulated deficit of $165.5 million as of
      March
      31, 2008. These conditions, among others, raise questions about our ability
      to
      fund our cash requirements from operations in the future or to continue
      operations as a going-concern.





As
      of
      March 31, 2008, Wherify had cash and cash equivalents of approximately $12,602,
      net receivables in the amount of $49,923, and other non-current assets for
      $79,507. During the quarter ended December 31, 2007, approximately $0.5 million
      of receivables were deemed to be doubtful accounts and an allowance of bad
      debt
      was recognized for these accounts.





On
      November 29, 2007 Wherify Wireless, Inc. entered into a License Agreement with
      SOSGPS Holdings, LLC, a Texas limited liability company (“SOS”). Under the
      License Agreement, Wherify provided SOS with a worldwide license of Wherify’s
      technology for the Wherifone to manufacture, distribute and market the
      Wherifone. Under the License Agreement, SOS would pay Wherify a license fee
      of
      $1 million. On January 23, 2008, Wherify Wireless, Inc. notified SOS of their
      failure to pay and their right to cure within 30 days under the terms of the
      agreement. With no response from SOSGPS Holdings, LLC, Wherify is contemplating
      its legal remediates to cure the breach.





We
      have
      financed our operations through private offerings of our common stock, preferred
      stock, and debt borrowings.





On
      August
      1, 2007 and August 31, 2007 we sold an aggregate of 1,129 shares of Series
      B
      Convertible Adjustable Preferred Stock which is convertible into 7,056,250
      shares of common stock. In connection with this transaction we granted warrants
      to purchase 2,469,688 shares of common stock at a minimum exercise price of
      $0.16; but not greater than $0.20 at the conversion which, as of May 15, 2008,
      has not occurred. As a result of these financings Wherify received net proceeds
      of approximately $857,000.





We
      intend
      to pursue various sources of public and private financing to provide us greater
      flexibility and certainty with respect to our financing needs.




In
      order
      for the Company to continue operations and to properly execute the business
      model it has on hand, the Company has to raise money very quickly in order
      to
      cover its expenses and its obligations to creditors.










Wherify
      currently does not have any credit facility available to it. Wherify has
      financed its operations to date primarily through the issuance of shares of
      common and preferred stock and convertible debentures. There is going concern
      in
      the auditors’ reports for the fiscal year ended June 30, 2007 and 2006. We
      continue in the process of locating financing sources to meet our financial
      needs and to provide a greater flexibility and certainty to our financing needs.
      Adequate funds may not be available on terms acceptable to us. If additional
      funds are raised through the issuance equity securities, we will need to amend
      our certificate of incorporation and increase the number of authorized shares
      of
      common stock. If funding is insufficient at any time in the future, we may
      be
      unable to continue the development of our products or services, take advantage
      of business opportunities or respond to competitive pressures, any of which
      could have material adverse effect on our financial position, results of
      operations and cash flows, or we may be unable to continue operations.





We
      do not
      have material capital leases or material commitments for capital expenditures
      but we have anticipated payments to note holders and contractual arrangements
      made to vendors and third parties for payments of services that are substantial
      thus impacting our cash position severely.





We
      expect
      operating losses and negative operating cash flows to continue for at least
      the
      next-nine to twelve months on the assumption that we continue our business
      plan
      to successfully sell our Wherifone product in both North America and
      internationally during the calendar year 2008. The launch of our Wherifone
      product in the various markets is contingent on a number of factors, including
      establishing the distribution agreement in that country or territory with a
      qualified distributor, signing-up carrier to support the subsequent subscribers
      using our patented GPS-enabled locator services, arranging to produce adequate
      numbers of Wherifone through or contract manufacturer, and the market’s general
      acceptance of our Wherifone in a highly competitive and evolving market place
      for GPS-enabled locator services, including through cell phone-like devices.
      During this time leading up to new product launches we expect our operating
      costs to increase because of expected new product launch expenses not previously
      incurred that are related to new product brand development, marketing and other
      promotional activities; targeted increases in personnel to support our critical
      new development launch activities; the expansion of our billing and collections
      infrastructure and customer support services concurrent with our growth in
      new
      product sales and subscriber sign-ups, strategic relationship development with
      our distributors and resellers and the working capital requirements needed
      to
      initially fill out our Wherifone product pipeline from our contract manufacturer
      to our final customers.





As
      of May
      15, **** 2008 **,** we
      had
      cash and cash equivalents of approximately $5,000 **.** Our
      cash
      balance will not be adequate to continue our current business plan for May
      2008.
      We have curtailed all but very critical activities pending obtaining additional
      new financing. All employees, except one, were laid off on February 28, 2008;
      f o ur
      of the
      laid off employees continue to assist the company as consultants. On April
      28,
      2008, we vacated the leased premises occupied as our principal offices due
      to
      failure to pay rent.





We
      require additional capital in order to successfully operate our business.
      Significant additional funding will be required throughout 2008 to continue
      operations. There is no guarantee that we will be able to obtain
      future funding or if we do obtain future funds they will be adequate to
      continue our operations.





Management
      is currently working to obtain the financing required to address our current
      financial difficulties. Management recognizes the need for additional funding
      beyond the immediate efforts to achieve new financing and will be taking those
      steps to prepare for future public and private financing rounds as soon as
      practical with the services of an investment banker. Adequate funds may not
      be
      available, and if available may not be available on terms acceptable to us.
      If
      additional funds are raised through the issuance of equity securities, dilution
      to existing stockholders may result. In the event that funding remains
      insufficient now or at any time in the future the Company will be forced to
      take
      significant steps to curtail on-going spending, including but not limited to
      the
      elimination of some or all of our operations and any or all plans for expansion
      of operations.





Even
      with
      sufficient and timely financing, there can be no assurance that we will achieve
      profitability. Due to these factors, we believe that period-to-period
      comparisons of our results of operations are not necessarily a good indication
      of future performance. The results of operations in some future periods may
      be
      below the expectations of analysts and investors.




**Results
      of Operations**





*Three
      Months Ended March 31, 2008 Compared to Three Months Ended March 31,
      2007*




Net
      revenues for the three months ended March 31, 2008 were $166,681 and were
      primarily generated by Wherifone and related products of $156,301 and $10,380
      for FACES. Net revenues for three months ended March 31, 2007 were $135,335
      which included $105,381 of WherifoneTM product
      sales and $29,954 of sales related to the FACES products.










Operating
      expenses for the three months ended March 31, 2008 were $3.4 million versus
      $2.7
      million for the three months ended March 31, 2007. The decrease in expenses
      were
      caused by the following: ****





|· | Only
              critical operating activities were performed during the quarter ended
              March 31, 2008;
|- | ----------------------------------------------------------------------------------------------------------------------

|· | Traveling
              and Marketing expenses were higher in 2007 due to the launch ofWherifoneTMproducts;
|- | ----------------------------------------------------------------------------------------------------------

|· | Decreased
              sales and administrative salaries, government filing fees and cost
              associated with customer service
              management;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Engineering
              and development expenses were higher in 2007due to the product launch
              ofWherifoneTMproducts;
|- | -----------------------------------------------------------------------------------------------------------------------------------

|· | Increased
              inventory adjustment for products at contract manufacturer;
              and
|- | -----------------------------------------------------------------------------------------------------

|· | Assets
              write off for equipment at contract
              manufacturer.
|- | ------------------------------------------------------------------------------------




Amortization
      and depreciation increased by approximately $0.4 million due to the amortization
      of deferred financing costs related to the debt financing.





Rent
      expense decreased by approximately $0.1 million due to the leasing of new
      principal offices in April, 2007. On April 28, 2008, we vacated the leased
      premises occupied as our principal offices due to failure to pay
      rent.





We evaluated the application of EITF 00-19-2 for all its financial instruments
      and
      determined that certain warrants to purchase common stock issued by Wherify
      associated with the secured convertible debentures in March 2006 no longer
      qualified to be classified as derivative liabilities. No derivative gain or
      loss
      was recorded in the quarter ended March 31, 2008.





Interest
      expense increased by approximately $0.6 million from the prior quarterly period
      amount primarily due to costs and interest charges related to secured debentures
      of $5.0 million issued in March 2006 and for the Notes Payable issued in
      February and June 2006 for an aggregate total of $2.0 million. During the three
      months ended March 31, 2008, interest expense accrued on the $2.0 million loan
      was approximately $56,000.





Interest
      and Asset Sale increased by approximately $0.1 million from the prior quarterly
      period amount primarily due to income from the sale of FACES assets.





*Nine
      Months Ended March 31, 2008 Compared to Nine Months Ended March 31,
      2007*




Net
      revenues for the nine months ended March 31, 2008 were $1,310,244 and were
      primarily generated by Wherifone and related products of $1,222,857 and $87,387
      for FACES. Net revenues for nine months ended March 31, 2007 were $644,115
      which
      included $513,375 of WherifoneTM product
      sales and $130,740 of sales related to the FACES products.





Operating
      expenses for the nine months ended March 31, 2008 were $7.3 million versus
      $11.5
      million for the nine months ended March 31, 2007. The decrease in expenses
      were
      caused by the following:





|· | Write-off
              of capitalized legal and audit costs related to the SEDA financing
              in 2007
              of approximately $0.6 million;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Decreased
              marketing expenses;
|- | -------------------------------------------

|· | Decreased
              sales and administrative salaries, government filing fees and cost
              associated with customer service
              management;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Inventory
              adjustment in 2007 of $1.3 million, offset by inventory adjustment
              at
              contract manufacturer of $1.6 million in
              2008
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | Engineering
              and development expenses were higher in 2007 due to the product launch
              ofWherifoneTMproducts;
|- | ------------------------------------------------------------------------------------------------------------------------------------

|· | Increased
              allowance for bad debt of $0.6 million;
              and
|- | ---------------------------------------------------------------------------------

|· | Assets
              write off for equipment at contract
              manufacturer.
|- | ------------------------------------------------------------------------------------




Amortization
      and depreciation increased by approximately $0.7 million due to the amortization
      of deferred financing costs related to the debt financing.





Rent
      expense decreased by approximately $0.8 million due to the leasing of new
      principal offices in April, 2007. On April 28, 2008, we vacated the leased
      premises occupied as our principal offices due to failure to pay
      rent.





We evaluated the application of EITF 00-19-2 for all its financial instruments
      and
      determined that certain warrants to purchase common stock issued by Wherify
      associated with the secured convertible debentures in March 2006 no longer
      qualified to be classified as derivative liabilities. No derivative gain or
      loss
      was recorded in the nine months ended March 31, 2008.










Interest
      expense increased by approximately $1.1 million from the prior nine month period
      amount primarily due to costs and interest charges related to secured debentures
      of $5.0 million issued in March 2006 and for the Notes Payable issued in
      February and June 2006 for an aggregate total of $2.0 million. Interest expense
      accrued on the $2.0 million loan to-date is approximately $0.4
      million.





Interest
      and Asset Sale increased by approximately $0.1 million from the prior quarterly
      period amount primarily due to income from the sale of FACES assets.





**3.**
            **General**





***A.***
            ***Critical
                Accounting Policies***





***Long-Lived
      Intangible Assets***





The
      Company accounts for long-lived assets under SFAS No. 144, “Accounting for the
      Impairment or Disposal of Long-Lived Assets” which requires the Company to
      review for impairment of long-lived assets whenever events or changes in
      circumstances indicate that the carrying amount of an asset might not be
      recoverable. When such an event occurs, management determines whether there
      has
      been impairment by comparing the anticipated undiscounted future net cash flows
      to the related asset’s carrying value. If an asset is considered impaired, the
      asset is written down to fair value, which is determined based on discounted
      cash flows or appraised value, depending on the nature of the
      asset.





Long-lived
      intangible assets consist of acquired customer lists and acquired software
      and
      software intellectual property, and development of new software products and
      enhancements to existing software products. Until technological feasibility
      is
      established, costs associated with software development, including costs
      associated with the acquisition of intellectual property relating to software
      development is expensed as incurred. After technological feasibility is
      established computer software costs that are then incurred are capitalized
      in
      accordance with the provisions of SFAS No. 86 “Accounting for the Costs of
      Computer Software to be Sold, Leased or Otherwise Marketed”. Amortization of
      these capitalized costs is provided using the greater of the ratio of revenues
      generated in the period over total future revenues of the product, or the
      straight-line method over the estimated market life of the related products,
      generally three years, commencing when the product becomes generally available
      to customers.





***Revenue
      Recognition***





Wherify
      adopted revenue recognition policies to comply with the guidance of Staff
      Accounting Bulletin (“SAB”) No. 104, *Revenue
      Recognition* ,
      SAB
      Topic 13, *Revenue
      Recognition,* FASB’s
      Emerging Issues Task Force (“EITF”) Issue -00-21, *Revenue
      Arrangements With Multiple Deliverables* ,
      and
      AICPA Statement of Position (“SOP”) 97-2, arrangement exists, the delivery and
      acceptance of the equipment has occurred or services have been
      rendered, the price is fixed or determinable, and the collectibility of payment
      is reasonably assured. The application of this guidance requires management
      to
      exercise judgment in evaluating these factors in light of the terms and
      conditions of its customer contracts and other existing facts and circumstances
      to determine appropriate revenue recognition. Application of 97-2 requires
      determining whether a software arrangement includes multiple elements, and
      if
      so, whether vendor -specific objective evidence (VSOE) of fair value exists
      for
      those elements. Change to the elements in a software arrangement, the ability
      to
      identify VSOE for those elements, the fair value of the respective elements,
      and
      changes in a product’s estimated life cycle, could materially impact the amount
      of earned and unearned revenue, Judgment is also required to assess whether
      future releases of certain software represent new products or upgrades and
      enhancements to existing products. Applications of EITF 00-21 requires
      determining whether a revenue arrangements includes multiple revenue-generating
      activities, such as product sale and services, and if so whether allocation
      of
      the arrangement’s consideration is required to more than one unit of
      accounting.





Wherify
      has two types of revenue: hardware revenue and subscription revenue and consists
      of shipped customer orders and completed services. Hardware revenue is
      recognized at the later of shipment date or upon satisfying contractual
      requirements or obligations under the sales contract, whichever is later.
      Subscription revenue is recognized at completion of performance. Prior to
      September 2006, the Company recognized revenues primarily from the sale of
      FACES
      software and subscription. Starting in September 2006 recognized revenues are
      primarily from the sale of wireless location devices and services. Revenues
      are
      also offset with a reserve for any price refunds and consumer rebates consistent
      with the EITF Issue 01-09. *Accounting
      for Consideration Given by a Vendor to a Customer* ,
      as
      appropriate.





Hardware
      sales currently consist principally of revenues from the sale of GPS-enabled
      wireless location devices, primarily Wherify’s handsets plus accessories to new
      subscribers and to agents and other third-party distributors. The revenue and
      related expenses associated with the sale of wireless handsets and accessories
      through our indirect sales channels are recognized when the products from the
      sales channels are recognized when the products are delivered and accepted
      by
      the agent or third party distributor, as this is considered to be a separate
      earnings process from the sale of wireless services and the probability of
      collection is likely. Shipping and handling costs for wireless handsets sold
      to
      agents and to other third-party distributors are classified as costs of
      equipment sales.










Subscription
      revenues are earned by providing to Wherify’s wireless GPS-enable location
      services network (activation revenue) and for usage of its wireless
      telecommunications system enhanced GPS-enabled locates (airtime revenue).
      Activation revenue from postpaid subscribers is billed either in advance or
      arrears and recognized ratably over the service period. Airtime revenue,
      including locates, call time, roaming revenue and long-distance revenue, is
      billed in arrears based on minutes of use and is recognized when the service
      is
      rendered. Prepaid airtime sold to subscribers and revenue collected from pay-in
      advance subscribers is recorded as deferred revenue prior to the commencement
      of
      services, and revenue is recognized when airtime is used or expires. Activation
      and airtime services provided are billed throughout the month according to
      the
      bill cycle in which a particular subscriber is placed. As a result of bill
      cycle
      cut-off times, the Company is required to make estimates for service
      revenues earned but not yet billed at the end of each month, and or advanced
      billings. Estimates for activation revenues are based upon the most current
      bill
      cycle revenues. Estimates for airtime revenues are based upon historical minutes
      of use.





The
      Company launched its North American wireless location services in October 2006.
      The Company’s North American subscribers’ rate plan include a feature whereby a
      subscriber’s monthly usage is automatically charged at the most advantageous
      rate plan then in effect for the minutes used. For prepaid plans, the Company
      defers revenue based on an estimate of the portion of unused minutes expected
      to
      be utilized prior to expiration. As the Company lacks historical subscriber
      usage patterns for its specialized services, the Company must apply judgment
      to
      estimate the number of unused minutes to be utilized, as well as those which
      are
      likely to expire or be forfeited. No deferral of revenue is recorded for the
      minutes expected to expire or to be forfeited, as no future performance is
      expected to be required by the Company, nor is there any obligation to refund
      or
      redeem for the value expired minutes. The balance of the deferred phone sales
      and activation fees as of March 31, 2008 and June 30, 2007 was $74,618 and
      $76,852 respectively, and has been included in deferred revenue in the
      consolidated balance sheets. When available, revenues for enhanced services
      and
      optional features would be recognized as earned. Service revenues also include
      billings to our subscribers for Universal Service fund (USF) and other
      regulatory fees.





The
      Company has determined that the sale of wireless services through its direct
      sales channels with an accompanying handset constitutes a revenue arrangement
      with multiple deliverables in accordance with EITF No.00-21, *Accounting
      for Revenue Arrangements With Multiple Deliverables* .
      The
      Company accounts for these arrangements as separate units of accounting,
      including the wireless service and handset. Arrangement consideration received
      for the handset is recognized as equipment sales when the handset is delivered
      and accepted by the subscriber. Arrangement consideration received for the
      wireless service is recognized a service revenues when earned. As the
      non-refundable, up-front activation fee charged to the subscriber does not
      meet
      the criteria as a separate unit of accounting, the Company allocates the
      additional arrangement consideration received from the activation fee to the
      handset (then delivered item) to the extent that the aggregate handset and
      activation fee proceeds do not exceed the fair value of the handset. Any
      activation fees not allocated to the handset would be deferred upon activation
      and recognized as service revenue on a straight-line basis over the expected
      customer relationship period. The Company determined that the sale of wireless
      services through direct channels (agents) does not constitute a revenue
      arrangement with multiple deliverables. For indirect channel sales, the Company
      continues to defer non-refundable, up-front activation fees and costs to the
      extent of the related revenues in accordance with SAB No. 104, *Revenue
      Recognition* .
      These
      deferred fees and costs are amortized on a straight-line basis over the
      estimated customer relationship period, the contract period.





***Stock
      Based Compensation***





Prior
      to
      January 1, 2006, the Company accounted for stock based compensation under
      Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based
      Compensation (“FAS 123”). As permitted under this standard, compensation cost
      was recognized using the intrinsic value method described in Accounting
      Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB
      25”). Effective January 1, 2006, the Company has adopted Statement of Financial
      Accounting Standards No. 123 (Revised 2004), Share-Based Payment (“FAS 123R”)
      and applied the provisions of the Securities and Exchange Commission Staff
      Accounting Bulletin No. 107 using the modified-prospective transition method.
      Prior periods were not restated to reflect the impact of adopting the new
      standard. As a result of the adoption of FAS 123R, stock-based compensation
      expense recognized during the six months ended June 30, 2006 includes
      compensation expense for all share-based payments granted on or prior to, but
      not yet vested as of January 1, 2006, based on the grant date fair value
      estimated in accordance with the original provisions of FAS 123, and
      compensation cost for all share-based payments granted on or subsequent to
      January 1, 2006, based on the grant date fair vale estimated in accordance
      with
      the provisions of FAS 123R .











***Derivative
      Financial Instruments***





The
      Company does not use derivative instruments to hedge exposures to cash flow,
      market, or foreign currency risks. The Company evaluates all of it financial
      instruments to determine if such instruments are derivatives or contain features
      that qualify as embedded derivatives. For derivative financial instruments
      that are accounted for as liabilities, the derivative instrument is initially
      recorded at its fair value and is then re-valued at each reporting date, with
      changes in the fair value reported as charges or credits to income. For
      option-based derivative financial instruments, the Company uses the
      Black-Scholes Option-pricing Model to value the derivative instruments at
      inception and subsequent valuation dates. The classification of derivative
      instruments, including whether such instruments should be recorded as
      liabilities or as equity, is re-assessed at the end of each reporting period.
      Derivative instrument liabilities are classified in the balance sheet as current
      or non-current based on whether or not net-cash settlement of the derivative
      instrument could be required within 12 months of the balance sheet
      date.





***B.***
            ***Quantitative
                and Qualitative Disclosures About Market
                Risk***





Not
      applicable.





***C.***
            ***Off-Balance
                Sheet Arrangements***





We
      do not
      have 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 that are material to our investors.





**FORWARD
      LOOKING STATEMENTS**




In
      addition to historical information, this report contains predictions, estimates
      and other forward-looking statements that relate to future events or our future
      financial performance. These statements involve known and unknown risks,
      uncertainties and other factors that may cause our actual results, levels of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed or implied
      by
      the forward-looking statements. These risks and other factors include those
      listed under "Risk Factors" and elsewhere in this Form 10-QSB, and some of
      which
      we may not know. In some cases, you can identify forward-looking statements
      by
      terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
      "believes," "estimates," "predicts," "potential," "continue" or the negative
      of
      these terms or other comparable terminology.





Forward-looking
      statements involve known and unknown risks, uncertainties and other factors
      that
      may cause our actual results, performance or achievements to be materially
      different from any future results, performances or achievements expressed or
      implied by the forward-looking statements. We discuss many of these risks in
      this report in greater detail under the heading "Risk Factors." Given these
      uncertainties, you should not place undue reliance on these forward-looking
      statements. Also, forward-looking statements represent our management's beliefs
      and assumptions only as of the date of this report. You should read this report
      and the documents that we reference in this report, completely and with the
      understanding that our actual future results may be materially different from
      what we expect.




Except
      as
      required by law, we assume no obligation to update these forward-looking
      statements publicly, or to update the reasons actual results could differ
      materially from those anticipated in these forward-looking statements, even
      if
      new information becomes available in the future.








**FACTORS
      AFFECTING FUTURE OPERATING RESULTS**





Wherify’s
      business is subject to numerous risks and uncertainties, including risks and
      uncertainties relating to our limited operating history; liquidity; incurrence
      of net losses; lengthy development, manufacturing and sales cycles; competition;
      product related risks; and other risks as discussed in Wherify’s Annual Report
      filed with the SEC on Form 10-KSB for the year ended June 30, 2007. These risks
      factors, among others, could cause actual results to differ materially form
      those contained in forward-looking statements made in this report or presented
      elsewhere by management from time to time.





**Item
      3. Controls and Procedures**










We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized, and reported within the time periods specified in the
      Securities and Exchange Commission’s rules and forms, and that such information
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Accounting Officer, as appropriate, to allow timely decisions
      regarding required disclosure based on the definition of “disclosure controls
      and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure
      controls and procedures, our management recognized that any controls and
      procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.





At
      the
      end of the period covered by this Quarterly Report on Form 10-QSB, we carried
      out an evaluation, under the supervision and with the participation of our
      management, including our Chief Executive Officer and Chief Accounting Officer,
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures. Based on the foregoing, our Chief Executive Officer and our Chief
      Accounting Officer concluded that our disclosure controls and procedures were
      not effective to ensure that all material information required to be disclosed
      in this Quarterly Report on Form 10-QSB has been made known to them in a timely
      fashion. In connection with the completion of its audit of, and the issuance
      of
      its report on, our financial statements for the quarter ended March 31, 2008,
      Malone & Bailey, PC identified deficiencies that existed in the design or
      operation of our internal control over financial reporting that it considers
      to
      be “material weaknesses.” The Public Company Accounting Oversight Board has
      defined a material weakness as a “significant deficiency or combination of
      significant deficiencies that results in more than a remote likelihood that
      a
      material misstatement of the annual or interim financial statements will not
      be
      prevented or detected.”





The
      deficiencies in our internal control related to inventory observation, expense
      recognition, derivative instruments valuation and disclosure control
      deficiencies related to transactions involving stock-based compensation and
      income taxes. These deficiencies have been disclosed to our Board of Directors
      and Audit Committee Members. Additional effort is needed to fully remedy these
      deficiencies and we are continuing our efforts to improve and strengthen our
      control processes and procedures. Due to financial constraints we may not be
      able to improve our internal controls over financial reporting and improve
      supervision of our accounting staff with respect to generally accepted
      accounting principles.





***Changes
      in Internal Controls Over Financial Reporting***





During
      the fiscal quarter ending March 31, 2008, there were no changes in internal
      controls over financial reporting that have materially affected, or are
      reasonably likely to materially affect, our internal controls over financial
      reporting.








**PART
      II -OTHER INFORMATION**





**Item
      1. Legal Proceedings**








***Golin/Harris
      International, Inc. v. Wherify Wireless, Inc*** *.*




On
      August
      20,2007, Golin/Harris International, a Virginia Corporation, filed suit against
      Wherify Wireless, Inc. a Delaware corporation, in the United States District
      Court, Los Angeles Superior Court - Central District of California. The
      complaint sought approximately $193,435 together with court awarded interest
      thereon for failure by Wherify Wireless, Inc. to pay services rendered by
      plaintiff. On March 16, 2008 Wherify received a Notice of Levy from the Superior
      Court for $243,215.




***CDW
      Corporation, Inc. v. Wherify Wireless, Inc.***




On
      June
      20, 2007, CDW Corporation , Inc, an Illinois Corporation, filed suit against
      Wherify Wireless, Inc., a Delaware Corporation, in the United States Circuit
      Court of Cook County Illinois, Municipal Department, First District of Illinois.
      The complaint sought approximately $26,413 plus interest and costs in accordance
      with the Illinois Statute for computer hardware sold to Wherify Wireless, Inc.
      On September 28, 2007 Wherify Wireless and CDW Corporation entered into a
      negotiated settlement out of court wherein Wherify will pay the settlement
      amount in monthly installments through September 2008. Wherify Wireless, Inc.,
      a
      Delaware Corporation, has not been able to make these payments as agreed to
      due
      to the financial condition of the Company.




***Robert
      Half International v. Wherify Wireless, Inc.***





On
      May
      18, 2007, Robert Half International filed suit against Wherify Wireless, Inc.
      a
      Delaware Corporation, in the United States Superior Court, State of California,
      San Mateo County. The Complaint was for money due for services delivered in
      the
      amount of $21,250, plus cost of $352. On October 12, 2007, Robert Half
      International and Wherify reached a settlement and mutual release wherein
      Wherify was to pay Robert Half International the settlement amount in monthly
      installments through August 15, 2008. Wherify is not currently able to make
      these payments.




***Hirose
      Electric USA, Inc. v. Wherify Wireless, Inc.***




On
      May
      14, 2007, Hirose Electric USA, Inc. a Corporation filed suit against Wherify
      Wireless, Inc. a Delaware Corporation, in the United States Superior Court,
      State of California, San Mateo County. The Complaint was for money due for
      goods
      sold and delivered in the amount of $62,800, plus interest on said amount at
      the
      rate of ten percent (10%) per annum from June 1, 2006; and attorney’s fees in
      the sum of $1,000 pursuant to the provisions of Section 1717.5. of the Civil
      Code. The Company is reviewing its option in this matter.





***NuComm
      Marketing Inc. v. Wherify Wireless, Inc.***




On
      February 27, 2008, NuComm received a Judgement by default against Wherify
      Wireless, Inc. a Delaware Corporation, in the United States District Court,
      San
      Mateo Superior Court, for non-payment by Wherify Wireless Inc. in the amount
      of
      $151,961.





***Federal
      Tax Lien.***




On
      February 21, 2008, Wherify Wireless, Inc. a Delaware Corporation, had a Federal
      Tax Lien placed on it with the Secretary of State of Delaware in the amount
      of
      $56,244.





***Fixture
      Hardware Company v. Wherify Wireless, Inc.***




On
      June
      19, 2007, Fixture Hardware Company, an Illinois Corporation, filed suit against
      Wherify Wireless, Inc. a Delaware Corporation, in the United States District
      Court, Northern District of Illinois, for non-payment by Wherify Wireless Inc.
      in the amount of $239,188.




On
      August
      8, 2007, at the prove-up hearing, the Court’s judgment was entered in favor of
      the Plaintiff, Fixture Hardware Company in the amount of $239,188. On October
      12, 2007, Fixture Hardware Co. and Wherify reached a settlement and mutual
      release wherein Wherify will pay Furniture Hardware Co. the settlement amount
      in
      monthly installments through September, 2008. Wherify Wireless, Inc., a Delaware
      Corporation, has not been able to make these payments as agreed to due to the
      financial condition of the Company. On May 1, 2008 the Federal District Court
      ordered Wherify to liquidate a portion of the Wherifone inventory held by our
      Brazilian Distributor, Couri Technologies in order to satisfy the remaining
      $90,000 in the aforementioned settlement.











***Westport
      Office Park, LLC v. Wherify Wireless, Inc, a California
      Corporation***




On
      January 5, 2007, Westport Office Park, LLC (“Westport”), filed an Entry of
      Stipulation and Agreement allowing entry of a stipulated judgment ("Judgment")
      against Wherify Wireless, Inc, a California Corporation (“Wherify California”),
      in the Superior Court of California for San Mateo County.  The judgment
      extinguished Wherify California's right to possession of certain leased premises
      that Wherify California occupied as its principal offices in favor of Westport,
      and awarded Westport approximately $1.1 million for then-outstanding amounts
      due
      and owing under the terms of the lease and certain other owed amounts.  On
      January 17, 2007, Wherify California vacated the leased premises.




On
      March
      20, 2007, Westport obtained a writ of execution to enforce the judgment against
      the assets of Wherify California in the amount of $1,405,485.75.  On March
      30, 2007, Westport recorded a judgment lien with the United States Patent and
      Trademark Office on two patents held in name of Wherify California.  The
      specific patents are U.S. Patent Application 11/126,827 and U.S. Design Patent
      D526985.





In
      addition, Westport recently undertook efforts to enforce its judgment against
      the assets of Wherify Delaware. Wherify Delaware is vigorously resisting these
      efforts. Specifically, Westport served a writ of execution on account funds
      that
      Wherify Delaware maintained at Wells Fargo Bank. On application by Wherify
      Delaware, the Superior Court recently ruled that the Westport judgment is
      limited to Wherify California only. In response to this ruling, Wherify Delaware
      filed a third party claim, which was upheld and the funds returned to Wherify
      Delaware.




On
      March
      14, 2008 Wherify
      Delaware certified the insolvency of Wherify California and that it has ceased
      to conduct business, does not have employees and does not maintain independent
      financial statements. The purpose of this certification was to allow Westport
      to
      petition the
      escrow holder of the property to release full payment on the
      amount Westport was seeking from the Wherify California subsidiary. The
      results of this process are still unknown to Wherify.







**Item
      6. Exhibits**





Exhibit
      No.  Description





31.1   Principal
      Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002





31.2   Principal
      Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002





32.1   Principal
      Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to


Section
      906 of the Sarbanes-Oxley Act of 2002





32.2   Principal
      Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted,
      pursuant to


Section
      906 of the Sarbanes-Oxley Act of 2002





**SIGNATURES**





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




WHERIFY
                  WIRELESS, INC.DateMay
                  20, 2008
              
              /s/
                  Vincent SheeranVincent
                  Sheeran, Chief Executive Officer(Principal
                  Executive Officer)DateMay
                  20, 2008
              
              /s/
                  Edna CarterEdna
                  Carter, Consultant and Acting Chief Accounting Officer(Principal
                  Financial Officer)