**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


___________________





**FORM
      10-QSB/A**


**__________________**





(Mark
      One)


[X] QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006





[
      ] TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES


EXCHANGE
      ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO
      _____________.





**Commission
      File Number 000-50813**





**Sand
      Hill IT Security Acquisition Corp.**


--------------------------------


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




**Delaware**
            **20-0996152**(State
                or other Jurisdiction of
                incorporation)
            (I.R.S.
                Employer Identification
                No.)





**3000
      Sand Hill Road**


**Building
      1, Suite 240**


**Menlo
      Park, California**


(Address
      of Principal Executive Office)





**(650)
      926-7022**


(Issuer’s
      Telephone Number, Including Area Code)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 [ 
]





As
      of
      March 31, 2006, 5,110,000 **** shares
      of
      common stock, par value $.01 per share, were issued and
      outstanding.





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





Transitional
      Small Business Disclosure Format (check one):


Yes
      [
 ] No [X]








Explanatory
      Note:





This
      Form
      10-QSB/A is being filed to provide additional information in regard to Item
      3,
      Controls and Procedures.





**Item
      3. Controls and Procedures**





An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      March 31, 2006 was made under the supervision and with the participation of
      our
      management, including our chief executive officer and our chief financial
      officer. Based on that evaluation, they concluded that our disclosure controls
      and procedures are effective as of the end of the period covered by this report
      to ensure that information required to be disclosed by us in reports that we
      file or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms, and include controls and procedures
      designed to ensure that information required to be disclosed by us in such
      reports is accumulated and communicated to our management, including our chief
      executive officer and chief financial officer, to allow timely decisions
      regarding required disclosures. During the most recently completed fiscal
      quarter, there has been no significant change in our internal control over
      financial reporting that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.





**PART
      II. OTHER INFORMATION**





**Item
      6: Exhibits and Reports on Form 8-K**





(a)
            Exhibits:




31.1
              Section 302 Certification by
                CEO31.2
              Section 302 Certification by
                CFO32.1
              Section 906 Certification by
                CEO32.2
              Section 906 Certification by
                CFO





(b)
            Reports
                on Form 8-K:





**Date**
            **Items**
            **Financial
                Statements**March
                17, 2006
            8.01
                and 9.01
            None





2


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.




Dated:
                May 31, 2006SAND
                HILL IT SECURITY ACQUISITION CORP./s/
                Humphrey P. PolanenHumphrey
                P. PolanenChief
                Executive Officer/s/Keith
                WalzKeith
                WalzChief
                Financial Officer and
                Secretary




3


**EXHIBIT
      INDEX**





Number
            Description31.1
            Section 302 Certification by
              CEO31.2
            Section 302 Certification by
              CFO32.1
            Section
                906 Certification by CEO32.2
            Section
                906 Certification by CFO





4