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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q/A

(Amendment No. 1)



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(Mark One)

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



For the quarterly period ended July 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to
.



Commission file number 0-5449



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COMARCO, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 95-2088894                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|2 Cromwell Irvine, California                                  |  | 92618                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



(949) 599-7400

(Registrants telephone number, including area code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report).



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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 ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



The registrant had 7,422,042 shares of common stock outstanding as of April 7, 2005.



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EXPLANATORY NOTE



This Amendment No. 1 (this Amendment No. 1) to the Quarterly Report on Form 10-Q of Comarco, Inc. (the
Company) for the quarter ended July 31, 2004 (which was filed with the SEC on September 30, 2004, the Original Report) amends and restates Item 4  Controls and Procedures of the Original Report.



This Amendment No. 1 only amends and restates Item 4 of the Original Report.
It does not affect any other portion of the Original Report, other than the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, which are being filed herewith. Additionally, this Amendment No. 1 does not reflect any event occurring after September 30,
2004, the filing date of the Original Report.



ITEM 4. CONTROLS AND
PROCEDURES.



(a) Evaluation of Disclosure Controls and Procedures



The Companys management, with the participation of the
Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of July 31, 2004. Based upon this evaluation, the Companys CEO and CFO concluded that the Companys disclosure controls and procedures were effective as of
July 31, 2004.



(b) Internal Control Over Financial Reporting



The Companys management, with the participation of the
Companys CEO and CFO, also conducted an evaluation of the Companys internal control over financial reporting to determine whether any changes occurred during the period covered by the Original Report that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting. Based on that evaluation, the Companys CEO and CFO concluded that the following changes occurred during the period covered by the Original
Report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



| |  |  | The Company adopted procedures requiring Company personnel to obtain an updated analysis of the Companys potential indemnification obligations from a buyer of a portion of the
Companys non-wireless businesses. Each quarter, this liability will be adjusted to the balance supported by the buyers analysis after the Company considers the requirements and application of FASB No. 5. These procedures were fully
implemented as of the end of May 2004. Additionally, as a result of the restatement process, those responsible for the Companys financial statements have enhanced their familiarity with FASB No. 5, including its application in the context of
the establishment of reserves in connection with divestiture transactions. The Company believes that if it enters into another divestiture transaction, the Company has the appropriate understanding to correctly apply FASB No. 5 to the transaction.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company adopted procedures requiring Company personnel to review, on a quarterly basis, sales documentation and related vendor specific objective evidence for all sales of the
Companys wireless test solutions products as part of its quarterly closing process. Each quarter, as required by the results of the Companys analysis of current vendor specific objective evidence, the fair value of maintenance will be
adjusted accordingly. These procedures were fully implemented as of the end of May 2004.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | The Company adopted procedures whereby the Companys Compensation Committee will meet to determine annual bonuses prior to completion of each years audit of the
Companys financial statements. In addition, following each meeting of the Compensation Committee, the Company will review all decisions of the Compensation Committee regarding bonuses or other compensation to confirm that the accounting
treatment for such actions is consistent with applicable accounting principles prior to filing any annual or quarterly report under the Exchange Act. These procedures were fully implemented as of the end of May 2004. Finally, the Company has
strengthened its accounting procedures so that, prior to filing any annual or quarterly report under the Exchange Act, the Company will review all recent events involving the Company with reference to the subsequent event rules and, to the extent
required by such rules, disclose such subsequent events and make any necessary adjustments to the Companys financial statements or other disclosures contained in such reports.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on
its behalf by the undersigned thereunto duly authorized.



|               |  |                                           
|-------------- |  | ------------------------------------------
|               |  | COMARCO, INC.                             
|               | 
|April 11, 2005 |  | /s/ Thomas A. Franza                      
|               |  | Thomas A. Franza                          
|               |  | President and Chief Executive Officer     
|               | 
|April 11, 2005 |  | /s/ Daniel R. Lutz                        
|               |  | Daniel R. Lutz                            
|               |  | Vice President and Chief Financial Officer







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EXHIBIT INDEX



|              |  |                                                                                               
|------------- |  | ----------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                   
|31.1          |  | Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|              | 
|32.1          |  | Certification of Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
|              | 
|32.2          |  | Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002