UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


__________________





FORM 10-Q/A


__________________





(Mark One)


[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2009








[   ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______





Commission file number 000-27507


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AUXILIO, INC.


(Exact name of registrant as specified in its charter)


__________________








Nevada
88-0350448(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)





27401 Los Altos, Suite 100


Mission Viejo, California  92691


(Address of principal executive offices, zip code)





(949) 614-0700


(Registrant’s telephone number, including area code)


__________________





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes þNo .





Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).  Yes     No .





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





Large accelerated filer     o     Accelerated filer     o     Non-accelerated filer     o     Smaller
reporting company     þ





Indicate by check mark whether the registrant is a shell company (as defined by Section 12b-2 of the Exchange Act). Yes No þ.





The number of shares of the issuer's common stock, $0.001 par value, outstanding as of August 12, 2009 was 19,040,401.





EXPLANATORY NOTE





The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2009 (the Form 10-Q), is to provide the information required in “PART II- OTHER INFORMATION, ITEM 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS”.  In addition, we are including currently dated certifications
as Exhibits 31.1 and 32.1 hereto.  No other changes have been made to the Form 10-Q.  This Form 10-Q/A speaks as of the original filing date and has not been updated to reflect events occurring subsequent to the original filing date.





PART II - OTHER INFORMATION





ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





The Annual Meeting of Stockholders of Auxilio, Inc was held on June 18, 2009. The matters voted upon at the meeting included the following proposals.





Proposal 1                       Election of Directors





At the meeting, the stockholders elected the following persons to serve as directors of Auxilio Inc. until the next annual meeting, or until their removal or resignation: Edward B. Case, Joseph J. Flynn, Michael Joyce, John D. Pace, Max Poll, Mark St Clare, Michael Vanderhoof, Etienne L. Weidemann.





Name

Votes For

Votes WithheldEdward B. Case

11,670,242

108,319Joseph J. Flynn

11,670,411

108,150Michael Joyce

11,670,411

108,150John D. Pace

11,670,242

108,319Max Poll

11,670,411

108,150Mark St. Clare

11,670,242

108,319Michael Vanderhoof

11,670,242

108,319Etienne L. Weidemann

11,670,411

108,150








Proposal 2                      To Authorize Amendments to the 2007 Stock Option Plan





The stockholders approved amendments to the Company’s 2007 Stock Option Plan to increase by 1,500,000 shares the total number of shares of Common Stock available for issuance under the Plan from 4,470,000 to 5,970,000. There were 8,915,559 shares voting for approval, 444,287 shares voting against, 2,418,715 broker non-votes and no shares
abstained.










SIGNATURES








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








AUXILIO, INC.








Date:  August 14, 2009                                                                                     /s/Paul
T. Anthony


Paul T. Anthony


Interim President and Chief Executive Officer


(Principal Executive Officer)


Chief Financial Officer


(Principal Accounting Officer)