**U.S. SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

**FORM10-QSB/A**

**Amendment No. 1**

 

**(Mark One)**

 
| ý                                            | **QUARTERLY REPORT UNDER SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------------------------------------------------|----------------------------------------------------------------------------------------|
| ** **                                        | ** **                                                                             |
| **For the quarterly period ended March 31, 2005** |
|                                              | ** **                                                                             |
| o                                                 | **TRANSITION REPORT UNDER SECTION 13  OR 15(d) OF THE EXCHANGE ACT**                   |

 

**For the transition periodfrom         to         **

 

**Commission file number 001-15757**

 

**IMAGEWARESYSTEMS, INC.**

(ExactName of Small Business Issuer as Specified in Its Charter)

 
| **California**                                                   | ** ** | **33-0224167**                     |
|------------------------------------------------------------------|------------|------------------------------------|
| (State  or Other Jurisdiction of Incorporation or  Organization) |       | (IRS  Employer Identification No.) |

 

**10883 Thornmint RoadSan Diego, CA 92127**

(Addressof Principal Executive Offices)

 

**(858) 673-8600**(Issuer’s TelephoneNumber, Including Area Code)

 

Check whether the issuer (1)filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý  No o

 

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date: As of May 12, 2005, the number of outstanding shares of theRegistrant’s common stock, par value $.01, was 12,110,018.

 

Transitional Small BusinessDisclosure Format (check one) Yes o  No ý

 

 

----

 

**EXPLANATORY NOTE**

 

This Amendment No. 1 amends our QuarterlyReport on Form 10-QSB for the period ended March 31, 2005.  We are filing this amendment to restate PartI, Item 3 regarding Controls and Procedures. This Amendment No. 1 updates onlythe information contained in Part I, Item 3. No other changes to the financial statements or disclosures have been made.  This Amendment No. 1 does not otherwise alterthe disclosures set forth in the original 10-QSB and does not reflect eventsoccurring after the filing of the original 10-QSB.  This Amendment No. 1 is effective for allpurposes as of the date of the filing of the original 10-QSB.

 

**PART I**

**Item3.  Controls and Procedures**

 

*Evaluationof disclosure controls and procedures*.  We have evaluated, with theparticipation of our Chief Executive Officer and our Chief Financial Officer,the effectiveness of our system of disclosure controls and procedures as of theend of the period covered by this report. Based on this evaluation our ChiefExecutive Officer and our Chief Financial Officer have determined that ourdisclosure controls and procedures are effective in timely alerting them tomaterial information required to be included in this report.

 

*Changes ininternal controls. *There has been no change in our internalcontrol over financial reporting during the fiscal quarter ended March 31,2005, that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

 

**PART II**

 

**Item 6. Exhibits**

 
| 31.1 |   | Certification of Chief Executive Officer pursuant to Section 302 of  the Sarbanes-Oxley Act. |
|------|--------|----------------------------------------------------------------------------------------------|
| 31.2 |   | Certification of Chief Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act. |

 

2

----

 

**SIGNATURES**

 

Inaccordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|                | IMAGEWARE SYSTEMS, INC. |
|---------------------|-------------------------|
|                |                    |   |
|                |                    |   |
| Date: July 22, 2005 | By:                     | /s/  Wayne Wetherell |   |
|                |                    | Wayne  Wetherell, Chief Financial Officer  (on behalf of the Registrant and  as Registrant’s Principal Financial and  Accounting Officer) |   |

 

3

----