U.S. SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K/A




(Amendment
No. 5)




(Mark
      One)x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended June 30, 2008o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period
      from                      to







Commission
File No. 001-14949




Implant
Sciences Corporation


(Name of
small business issuer in its charter)




Massachusetts
              (State
      or other jurisdiction of
              incorporation
      or organization)
            04-2837126
              (I.R.S.
      Employer Identification No.)600
      Research Drive, Wilmington, Massachusetts
              (Address
      of principal executive offices)
            01887
              (Zip
      Code)







Issuer’s
telephone number (978)
752-1700




Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
              Common
      Stock, $0.10 par value per share
            Name
      of each exchange on which registered
              American
      Stock Exchange


€




Securities
registered pursuant to Section 12(g) of the Act: None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes q  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes q  No x




Indicate
by check mark whether the registrant (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 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 q




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.q




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 Act
(Check one):




q  Large
Accelerated
Filer                                                                                                           q  Accelerated
Filer




q  Non-accelerated
Filer                                                                                                                     x  Smaller
reporting company




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes q  No x




As of
October 6, 2008, 14,135,737 shares of the registrant’s Common Stock were
outstanding.  As of December 31, 2007, the aggregate market value of
the registrant’s Common Stock held by non-affiliates of the registrant (without
admitting that any person whose shares are not included in such calculation is
an affiliate) was $8,008,000 based on the last sale price as reported by the
American Stock Exchange on such date.

















EXPLANATORY
PARAGRAPH






This
Amendment No. 5 on Form 10-K/A (“Amendment No. 5”) amends our Annual Report on
Form 10-K for the fiscal year ended June 30, 2008, originally filed on October
14, 2008.  We are filing this Amendment No. 5 in response to certain
comments made by the staff of the Securities and Exchange
Commission.  In response to such comments, we have (i) amended Part
II, Item 9A (Controls and Procedures) and (ii) filed currently dated
certifications of our Chief Executive Officer and Chief Financial Officer
(Exhibits 31.1 and 32.1, respectively), as required under Sections 302 and 906
of the Sarbanes-Oxley Act of 2002.




Except as
described above, Amendment No. 5 restates only item 9A of the original Annual
Report on Form   10-K filed with the Securities and Exchange
Commission.







PART
II




Item
      9A.
            Controls
      and Procedures




The
certifications of the Company’s Chief Executive Officer and Chief Financial
Officer attached as Exhibit 31.1 to this Annual Report on Form 10-K include, in
paragraph 4 of such certifications, information concerning the Company’s
disclosure controls and procedures, and internal control over financial
reporting.  Such certifications should be read in conjunction with the
information contained in this Item 9A for a more complete understanding of the
matters covered by such certifications.




Disclosure
      Controls and Procedures.




The
Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, failed to complete its assessment of
internal control over financial reporting and was unable to complete the
evaluation as to the effectiveness of the Company’s disclosure controls and
procedures as of June 30, 2008.  The term “disclosure controls and
procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures
of a company that are designed to ensure that information required to be
disclosed by the company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized, and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions to be made regarding required
disclosure.  It should be noted that any system of controls and
procedures, however well designed and operated, can provide only reasonable, and
not absolute, assurance that the objectives of the system are met and that
management necessarily applies its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.  Based on the
Company’s inability to complete its assessment of internal control over
financial reporting and conclude the evaluation of the Company’s disclosure
controls and procedures as of June 30, 2008, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that, as of such date, the
Company’s disclosure controls and procedures were not effective.




Management’s
Annual Report on Internal Control Over Financial Reporting




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act).  A company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.  Internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the interim or annual
consolidated financial statements.  Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




The
Company’s management, with the participation of its Chief Executive Officer and
Chief Financial Officer, failed to complete its evaluation as to the
effectiveness of the Company’s internal control over financial reporting as of
June 30, 2008 based on the framework in Internal Control Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission.  The Company’s failure to complete its assessment
of the effectiveness of the Company’s internal control over financial reporting
is due to insufficient accounting resources and inadequate oversight of the
process and expertise associated with the documentation and assessment of
internal controls.  Subsequent to June 30, 2008, the Company’s
management, with the participation of its Chief Executive Officer and Chief
Financial Officer completed an assessment of the effectiveness of the Company’s
internal control over financial reporting as of June 30, 2008, based on the
framework in Internal Control
Integrated Framework issued by the Committee of the Sponsoring
Organizations of the Treadway Commission and concluded that the Company’s
internal controls over financial reporting were effective.




This
Annual Report on Form 10-K does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting.  Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management's report in this annual report.




Management’s
Plan for Remediation




Subsequent
to June 30, 2008, the Company: (i) dedicated internal and external staff to
document and test internal controls, (ii) increased the oversight and training
of the accounting staff in internal controls and (iii) commenced the process of
drafting written policies and procedures.




Changes
in Internal Control Over Financial Reporting




There
were no changes to the Company’s internal control over financial reporting
during the fourth quarter ended June 30, 2008 that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over
financial reporting.







SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
      July 31, 2009
            Implant
      Sciences CorporationBy:
            /s/
      Glenn D. BolducGlenn
      D. Bolduc
              Chief
      Executive Officer, President and Chief Financial
  Officer







Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Dated:
      July 31, 2009
                    
                    /s/
      Glenn D. BolducGlenn
      D. Bolduc
                      Chief
      Executive Officer, President and Chief Financial Officer
                      (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)Dated:
      July 31, 2009
                    
                    /s/
      John KeatingJohn
      Keating
                      DirectorDated:
      July 31, 2009
                    
                    /s/
      Joseph LevangieJoseph
      Levangie
                      DirectorDated:  July
      31, 2009
                    
                    /s/
      Howard SafirHoward
      Safir
                      DirectorDated:  July
      31, 2009
                    
                    /s/
      Michael TurmelleMichael
      Turmelle
                      Director