UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______



Form 10-Q

_______



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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2008.



 ̈

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________.



Commission file number 1-11900



Integrated Security Systems, Inc.

(Exact name of small business issuer as specified in its charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 75-2422983                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                               |  |           
|---------------------------------------------- |  | ----------
|2009 Chenault Drive, Suite 114, Carrollton, TX |  | 75006     
|(Address of principal executive offices)       |  | (Zip Code)



(972) 444-8280

(Issuers telephone number)





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, as amended (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 o



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



Indicate by check mark whether the registrant is a (See definitions in Rule 12b-2 of the Exchange Act:



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



As of January 31, 2009, 128,247,283 shares of the registrants common stock were outstanding.



Page 1 of 18



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INTEGRATED SECURITY SYSTEMS, INC.

INDEX



|                                                                                                                |     
|--------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                | Page
|                                                                                                                |     
|PART I.  FINANCIAL INFORMATION                                                                                  |     
|                                                                                                                |     
|Item 1. Financial Statements                                                                                    |     
|Consolidated Balance Sheets at December 31, 2008 (unaudited) and June 30, 2008                                  | 3   
|Consolidated Statements of Operations (unaudited) for the three and six months ended December 31, 2008 and 2007 | 4   
|Consolidated Statements of Cash Flows (unaudited) for the six months ended December 31, 2008 and 2007           | 5   
|Notes to Financial Statements                                                                                   | 6   
|Item 2.  Managements Discussion and Analysis or Plan of  Operation                                             | 13  
|Item 4.  Controls and Procedures                                                                                | 15  
|                                                                                                                |     
|PART II.  OTHER INFORMATION                                                                                     |     
|                                                                                                                |     
|Item 1.  Legal Proceedings                                                                                      | 16  
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                            | 16  
|Item 3.  Defaults Upon Senior Securities                                                                        | 16  
|Item 4.  Submission of Matters to a Vote of Security Holders                                                    | 16  
|Item 5.  Other Information                                                                                      | 16  
|Item 6.  Exhibits                                                                                               | 16  
|                                                                                                                |     
|SIGNATURES                                                                                                      | 17  





Page 2 of 18



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PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements.



INTEGRATED SECURITY SYSTEMS, INC.

Consolidated Balance Sheets



|                                                                                                                                                |              |              |          |   |             
|----------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------ | -------- | - | ------------
|                                                                                                                                                | December 31, |              | June 30,
|                                                                                                                                                | 2008         |              | 2008    
|                                                                                                                                                | (Unaudited)  |              |          |  
|ASSETS                                                                                                                                          |              |              |          |   |             
|Current assets:                                                                                                                                 |              |              |          |   |             
|Cash and cash equivalents                                                                                                                       | $            | 71,078       |          | $ | 169,056     
|Accounts receivable, net of allowance for doubtful accounts of $215,158 and
$250,406, respectively                                              |              | 1,495,471    |          |   | 1,855,365   
|Inventories, net of reserves                                                                                                                    |              | 491,494      |          |   | 511,457     
|Other current assets                                                                                                                            |              | 213,196      |          |   | 118,103     
|Assets from discontinued operations                                                                                                             |              | --           |          |   | 115,007     
|Total current assets                                                                                                                            |              | 2,271,239    |          |   | 2,768,988   
|                                                                                                                                                |              |              |          |   |             
|Property and equipment, net                                                                                                                     |              | 45,968       |          |   | 63,909      
|Goodwill                                                                                                                                        |              | 1,707,953    |          |   | 1,707,953   
|Other assets                                                                                                                                    |              | 39,595       |          |   | 116,818     
|Total assets                                                                                                                                    | $            | 4,064,755    |          | $ | 4,657,668   
|                                                                                                                                                |              |              |          |   |             
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                           |              |              |          |   |             
|Current liabilities:                                                                                                                            |              |              |          |   |             
|Accounts payable  trade                                                                                                                        | $            | 1,100,095    |          | $ | 993,708     
|Accrued liabilities                                                                                                                             |              | 2,626,062    |          |   | 2,320,995   
|Demand note payable                                                                                                                             |              | 318,605      |          |   | 684,596     
|Current portion of long-term debt                                                                                                               |              | 13,449,885   |          |   | 1,235,791   
|Liabilities from discontinued operations                                                                                                        |              | --           |          |   | 7,110       
|Total current liabilities                                                                                                                       |              | 17,494,647   |          |   | 5,242,200   
|                                                                                                                                                |              |              |          |   |             
|Long-term debt                                                                                                                                  |              | 22,162       |          |   | 12,068,548  
|                                                                                                                                                |              |              |          |   |             
|Minority interest                                                                                                                               |              | 75,472       |          |   | 149,807     
|                                                                                                                                                |              |              |          |   |             
|Stockholders deficit:                                                                                                                          |              |              |          |   |             
|Convertible preferred stock, $.01 par value, 750,000 shares authorized; 100,750 shares
issued and outstanding (liquidation value of $2,015,000) |              | 1,008        |          |   | 1,008       
|Common stock, $.01 par value, 150,000,000 shares authorized; 110,350,267 and
104,962,212 shares, respectively, issued                           |              | 1,103,503    |          |   | 1,049,622   
|Additional paid in capital                                                                                                                      |              | 35,471,408   |          |   | 35,241,778  
|Accumulated deficit                                                                                                                             |              | (49,977,839) |          |   | (48,976,545)
|Treasury stock, at cost  278,522 and 50,000 common shares, respectively                                                                        |              | (125,606)    |          |   | (118,750)   
|Total stockholders deficit                                                                                                                     |              | (13,527,526) |          |   | (12,802,887)
|Total liabilities and stockholders deficit                                                                                                     | $            | 4,064,755    |          | $ | 4,657,668   



The accompanying notes are an integral part of the consolidated financial statements.



Page 3 of 18



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INTEGRATED SECURITY SYSTEMS, INC.

Consolidated Statements of Operations

(Unaudited)



|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|-------------------------------------------------------------- | --------------------------------------- | ----------- | ------------------------------------- | - | ----------- |  | ---- | ----------- |  | - | -----------
|                                                               | For the Three Months Ended
December 31, |             | For the Six Months Ended
December 31,
|                                                               | 2008                                    |             | 2007                                  |   | 2008        |  | 2007
|Sales                                                          | $                                       | 2,159,031   |                                       | $ | 2,755,452   |  | $    | 4,270,646   |  | $ | 5,835,813  
|Cost of sales                                                  |                                         | 1,356,663   |                                       |   | 1,671,573   |  |      | 2,612,868   |  |   | 3,542,272  
|Gross profit                                                   |                                         | 802,368     |                                       |   | 1,083,879   |  |      | 1,657,778   |  |   | 2,293,541  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Operating expenses:                                            |                                         |             |                                       |   |             |  |      |             |  |   |            
|Selling, general and administrative                            |                                         | 844,172     |                                       |   | 985,202     |  |      | 1,668,985   |  |   | 2,055,071  
|Research and product development                               |                                         | 72,353      |                                       |   | 83,840      |  |      | 145,141     |  |   | 164,483    
|                                                               |                                         | 916,525     |                                       |   | 1,069,042   |  |      | 1,814,126   |  |   | 2,219,554  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Income from operations                                         |                                         | (114,157)   |                                       |   | 14,837      |  |      | (156,348)   |  |   | 73,987     
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Interest expense                                               |                                         | (318,251)   |                                       |   | (289,081)   |  |      | (688,756)   |  |   | (567,143)  
|Debt discount                                                  |                                         | ---         |                                       |   | (84,627)    |  |      | (8,435)     |  |   | (169,253)  
|Other Income                                                   |                                         | 3,753       |                                       |   | 1,004       |  |      | 31,491      |  |   | 4,109      
|Gain on sale                                                   |                                         | ---         |                                       |   | ---         |  |      | 6,856       |  |   | ---        
|Gain from extinguishment of liability                          |                                         | ---         |                                       |   | 241,152     |  |      | ---         |  |   | 241,152    
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Loss before minority interest                                  |                                         | (428,655)   |                                       |   | (116,715)   |  |      | (815,192)   |  |   | (417,148)  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Minority interest  loss                                       |                                         | (34,717)    |                                       |   | (10,518)    |  |      | (57,797)    |  |   | (76,431)   
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Net loss from continuing operations                            |                                         | (463,372)   |                                       |   | (127,233)   |  |      | (872,989)   |  |   | (493,579)  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Loss from discontinued operations                              |                                         | ---         |                                       |   | (28,334)    |  |      | (128,305)   |  |   | (62,336)   
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Net loss                                                       |                                         | (463,372)   |                                       |   | (155,567)   |  |      | (1,001,294) |  |   | (555,915)  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Preferred dividends                                            |                                         | (41,400)    |                                       |   | (41,400)    |  |      | (82,800)    |  |   | (82,800)   
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Net loss allocable to common stockholders                      | $                                       | (504,772)   |                                       | $ | (196,967)   |  | $    | (1,084,094) |  | $ | (638,715)  
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Weighted average common shares outstanding  basic and diluted |                                         | 110,350,267 |                                       |   | 104,407,011 |  |      | 110,350,267 |  |   | 102,755,620
|                                                               |                                         |             |                                       |   |             |  |      |             |  |   |            
|Net loss per share  basic and diluted                         | $                                       | (0.00)      |                                       | $ | (0.00)      |  | $    | (0.01)      |  | $ | (0.01)     



The accompanying notes are an integral part of the consolidated financial statements.



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INTEGRATED SECURITY SYSTEMS, INC.

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                          |                                       |             |      |   |          
|----------------------------------------------------------------------------------------- | ------------------------------------- | ----------- | ---- | - | ---------
|                                                                                          | For the Six Months Ended
December 31,
|                                                                                          | 2008                                  |             | 2007
|Cash flows from operating activities:                                                     |                                       |             |      |   |          
|Net loss                                                                                  | $                                     | (1,001,294) |      | $ | (555,915)
|(Income) loss from discontinued operations                                                |                                       | 128,305     |      |   | 62,336   
|Loss from continuing operations                                                           |                                       | (872,989)   |      |   | (493,579)
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                       |             |      |   |          
|Depreciation                                                                              |                                       | 17,941      |      |   | 49,860   
|Gain on sale of assets                                                                    |                                       | (6,856)     |      |   | --       
|Amortization                                                                              |                                       | 41,591      |      |   | 82,755   
|Provision for bad debt                                                                    |                                       | (26,201)    |      |   | 66,013   
|Provision for warranty reserve                                                            |                                       | 22,124      |      |   | --       
|Provision for inventory reserve                                                           |                                       | --          |      |   | 23,510   
|Stock option expense                                                                      |                                       | 21,453      |      |   | 22,420   
|Extinguishment of liability                                                               |                                       | --          |      |   | 241,152  
|Amortization of debt discount and beneficial conversion feature                           |                                       | 8,435       |      |   | 169,254  
|Expenses paid with stock                                                                  |                                       | 262,058     |      |   | 327,214  
|Minority interest                                                                         |                                       | 57,797      |      |   | 76,432   
|Changes in operating assets and liabilities:                                              |                                       |             |      |   |          
|Accounts receivable                                                                       |                                       | 386,095     |      |   | (786,177)
|Inventories                                                                               |                                       | 19,963      |      |   | (88,783) 
|Other assets                                                                              |                                       | (59,461)    |      |   | (82,375) 
|Accounts payable  trade                                                                  |                                       | (40,979)    |      |   | (196,321)
|Accrued liabilities                                                                       |                                       | 423,199     |      |   | (178,020)
|Net cash provided by (used in) operating activities                                       |                                       | 254,170     |      |   | (766,645)
|                                                                                          |                                       |             |      |   |          
|Cash flows from investing activities:                                                     |                                       |             |      |   |          
|Purchase of business, net of cash acquired                                                |                                       | --          |      |   | (67,109) 
|Net cash used in investing activities                                                     |                                       | --          |      |   | --       
|                                                                                          |                                       |             |      |   |          
|Cash flows from financing activities:                                                     |                                       |             |      |   |          
|Borrowings (Payments) of debt                                                             |                                       | (206,718)   |      |   | 872,880  
|Distribution to minority interest                                                         |                                       | (132,132)   |      |   | (72,100) 
|Net cash (used in) provided by financing activities                                       |                                       | (338,850)   |      |   | 800,780  
|                                                                                          |                                       |             |      |   |          
|Net cash  discontinued operations:                                                       |                                       |             |      |   |          
|Operating activities                                                                      |                                       | (17,943)    |      |   | (63,910) 
|Investing activities                                                                      |                                       | --          |      |   | 56,369   
|Net cash flows from discontinued operations                                               |                                       | (17,943)    |      |   | (7,541)  
|                                                                                          |                                       |             |      |   |          
|Increase (decrease) in cash and cash equivalents                                          |                                       | (102,623)   |      |   | (40,515) 
|Cash and cash equivalents at beginning of year                                            |                                       | 173,701     |      |   | 217,954  
|Cash and cash equivalents at end of year                                                  |                                       | 71,078      |      |   | 177,439  



The accompanying notes are an integral part of the consolidated financial statements.



Page 5 of 18



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INTEGRATED SECURITY SYSTEMS, INC.

Notes to Consolidated Financial Statements (Unaudited)

Six Months Ended December 31, 2008 and 2007



Note 1  Basis of Presentation



The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.  Accordingly, they do not include all of the information and footnotes required for complete financial statements.  In the opinion of management, all adjustments (all of which are normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2009.



The accompanying financial statements include the accounts of Integrated Security Systems, Inc. (the Company) and all of its subsidiaries, with all significant intercompany accounts and transactions eliminated.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys fiscal 2008 Annual Report on Form 10-KSB filed on October 14, 2008 with the Securities and Exchange Commission.



Note 2  Stock Options



In December, 2004, the Financial Accounting Standards Board (FASB) issued a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS No. 123R).  SFAS No. 123R supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, and recognize that cost over the vesting period.  SFAS No. 123R was effective for fiscal years beginning after December 15, 2005 and therefore we began recognizing option expense as of July 1, 2006. In implementing FAS 123R, we have adopted the modified prospective approach under which options which were unvested at July 1, 2006 will continue to be accounted for under FAS 123, except that the expense will be recorded in the statement of operations. Our forfeiture rate is a graded 20% rate, which averages out to an overall forfeiture rate of 48.8%.  An expense of $21,453 was recorded in the six months ended December 31, 2008 as compared to $22,420 in the six months ended December 31, 2007.  The known amount of compensation expense to be recognized in future periods through fiscal 2012 is $167,993.



Three million options were granted in the six months ended December 31, 2008.  There were no grants made in the six months ended December 31, 2007.



Note 3  Recent Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines Fair Value, establishes a framework for measuring Fair Value and expands disclosures about Fair Value measurements, but does not change existing guidance as to whether or not an instrument is carried at Fair Value.  In February 2008, the FASB released a FASB Staff Position, which delayed the effective date of SFAS No. 157 for all non financial assets and liabilities, except those that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. SFAS No. 157 was first effective for the Company on July 1, 2008.  The impact of the adoption of SFAS No. 157 on our financial assets and liabilities did not have a significant impact on their Fair Value measurements or require expanded disclosures.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities. SFAS No. 159 permits all entities to choose to elect to measure eligible financial instruments at fair value. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157. The Company elected not to adopt the fair value option for valuation of those assets and liabilities which are eligible; therefore, there is no impact on our financial position or results of operations.





Page 6 of 18



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In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51" ("SFAS No. 160"). SFAS No. 160 requires (a) that noncontrolling (minority) interest be reported as a component of shareholders' equity; (b) that net income attributable to the parent and to the noncontrolling interest be separately identified in the consolidated statement of operations; (c) that changes in a parent's ownership interest while the parent retains its controlling interest be accounted for as equity transactions; (d) that any retained noncontrolling equity investment upon the deconsolidation of the subsidiary be initially measured at fair value; and (e) that sufficient disclosures are provided that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008, and will apply to the Company starting in its 2010 fiscal year.  The Company anticipates a revision to its disclosures regarding minority interest, but there should be no material effect from the adoption of SFAS No. 160.



Note 4  Discontinued Operations



On July 31, 2008, we sold the operations of DoorTek, our wholly-owned subsidiary.  In accordance with United States generally accepted accounting principles, the results of operations for DoorTek are reported as discontinued operations in the statement of operations and its associated assets and liabilities are classified separately in the balance sheet. The operating results of DoorTek have been aggregated and reported on the Consolidated Statements of Operations as Income (Loss) from Discontinued Operations. Prior periods have been reclassified to conform to the current-period presentation. For additional information relative to the sale of DoorTek, refer to Note 12  Sale of DoorTek.



Income (Loss) from Discontinued Operations reported in the Consolidated Statements of Operations consists of the following:



|                                    |                          |           |                   |   |         
|----------------------------------- | ------------------------ | --------- | ----------------- | - | --------
|                                    | For the six months ended
|                                    | December 31, 2008        |           | December 31, 2007
|Sales                               | $                        | 47,156    |                   | $ | 318,479 
|Cost of sales                       |                          | 20,049    |                   |   | 206,220 
|Gross margin                        |                          | 27,107    |                   |   | 112,259 
|                                    |                          |           |                   |   |         
|Operating expenses:                 |                          |           |                   |   |         
|Selling, general and administrative |                          | 37,960    |                   |   | 174,399 
|Research and product development    |                          | 12        |                   |   | --      
|                                    |                          |           |                   |   |         
|Loss from operations                |                          | (10,865)  |                   |   | (62,140)
|                                    |                          |           |                   |   |         
|Interest expense                    |                          | (43)      |                   |   | (196)   
|Loss on sale                        |                          | (117,397) |                   |   | --      
|                                    |                          |           |                   |   |         
|Net loss                            | $                        | (128,305) |                   | $ | (62,336)



Assets and liabilities of DoorTek reported in the Consolidated Balance Sheets as discontinued operations consist of the following:



|                          |                   |    |               |   |        
|------------------------- | ----------------- | -- | ------------- | - | -------
|                          | December 31, 2008 |    | June 30, 2008
|Cash and cash equivalents | $                 | -- |               | $ | 4,645  
|Inventories               | $                 | -- |               | $ | 110,362
|Total assets              |                   | -- |               |   | 115,007
|                          |                   |    |               |   |        
|Accrued liabilities       |                   | -- |               |   | 7,110  
|Total liabilities         | $                 | -- |               | $ | 7,110  





Page 7 of 18



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Note 5  Accounts Receivable



The majority of our accounts receivable are due from companies in the perimeter security and road and bridge industries.  Credit is extended based on evaluation of a customer's financial condition and credit history and, generally, collateral is not required.  Accounts receivable are generally due within 30 days and are stated at amounts due from customers net of an allowance for doubtful accounts.  Accounts outstanding longer than the contractual payment terms are considered past due.  We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, the customers current ability to pay its obligation to us, and the condition of the general economy and the industry as a whole.  We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are debited to the allowance for doubtful accounts, credited to accounts receivable, debited to cash and credited to Other Income.



The changes in our accounts receivable and allowance for doubtful accounts are as follows:



|                                          |                   |           |               |   |          
|----------------------------------------- | ----------------- | --------- | ------------- | - | ---------
|                                          | December 31,
2008 |           | June 30,
2008
|Accounts receivable:                      |                   |           |               |   |          
|Trade receivables                         | $                 | 1,710,629 |               | $ | 2,470,281
|Less:  allowance for doubtful receivables |                   | (215,158) |               |   | (250,406)
|                                          | $                 | 1,495,471 |               | $ | 1,855,365



Note 6  Inventory



Inventories are stated at the lower of cost or market with cost determined on a first-in, first-out (FIFO) method of valuation.  The establishment of inventory allowances for excess and obsolete inventories is based on estimated exposure on specific inventory items.



At December 31, 2008, and June 30, 2008, respectively, inventories were comprised of the following:



|                |                   |         |               |   |        
|--------------- | ----------------- | ------- | ------------- | - | -------
|                | December 31, 2008 |         | June 30, 2008
|Inventories:    |                   |         |               |   |        
|Work in process | $                 | 461,396 |               | $ | 478,934
|Finished goods  |                   | 30,098  |               |   | 32,523 
|                | $                 | 491,494 |               | $ | 511,457



Note 7  Product Warranties



The Company offers one-year, two-year and five-year warranties on products it manufactures.  The length of the warranty is dictated by competition.  The Company provides for repair or replacement of components and/or products that contain defects of material or workmanship. When the Company uses other manufacturers components, the warranties of the other manufacturers are passed to the dealers and end users.



The Company records a liability for an estimate of costs that it expects to incur under its basic limited warranty when product revenue is recognized.  Factors affecting the Companys warranty liability include the number of units sold and historical and anticipated rates of claims and costs per claim.  The Company periodically assesses the adequacy of its warranty liability based on changes in these factors.



The changes in the Companys product warranty liability are as follows:



|                                  |                                       |        |      |   |       
|--------------------------------- | ------------------------------------- | ------ | ---- | - | ------
|                                  | For the six months ended
December 31,
|                                  | 2008                                  |        | 2007
|Liability, beginning of year      | $                                     | 68,785 |      | $ | 93,448
|Expense for new warranties issued |                                       | 22,124 |      |   | ---   
|Warranty Claims                   |                                       | (226)  |      |   | ---   
|Liability, end of period          | $                                     | 90,683 |      | $ | 93,448





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Note 8  Preferred Stock Dividend Arrearage



At December 31, 2008, we had dividends in arrears in the amount of $801,228 related to our outstanding Series A and Series D preferred stock, which consisted of the following:



|             |                    |  |                      |        
|------------ | ------------------ |  | -------------------- | -------
|             | Shares
Outstanding |  | Dividends
In Arrears
|Series A $20 | 9,500              |  | $                    | --     
|Series D $20 | 91,250             |  |                      | 801,228
|             | 100,750            |  | $                    | 801,228



Note 9  Net Loss Per Share



We compute basic loss per common share using the weighted average number of common shares. At December 31, 2008 and 2007, there were 2,015,000 and 2,015,000 shares, respectively, of in-the-money potentially dilutive common shares outstanding, which were not included in weighted average shares outstanding because their effect is anti-dilutive due to our reported net loss.



At December 31, 2008 and 2007, we had approximately 313,455,240 and 182,369,625 shares, respectively, of common stock and common stock equivalents outstanding, which comprises all of the our outstanding equity instruments.



Note 10  Debt



As of December 31, 2008, and June 30, 2008, our current and long-term debt consisted of the following:



|                                                                                                                                                                                                                                                                                                                                                                                          |              |         |          |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------- | -------- | - | -------
|                                                                                                                                                                                                                                                                                                                                                                                          | December 31, |         | June 30,
|                                                                                                                                                                                                                                                                                                                                                                                          | 2008         |         | 2008    
|Demand note payable:                                                                                                                                                                                                                                                                                                                                                                      |              |         |          |   |        
|                                                                                                                                                                                                                                                                                                                                                                                          |              |         |          |   |        
|Demand secured promissory note with a finance company to factor accounts receivable with recourse. This accounts receivable factoring facility has a factoring fee of 0.35% per 5 day period for which each invoice is outstanding                                                                                                                                                        | $            | 318,605 |          | $ | --     
|                                                                                                                                                                                                                                                                                                                                                                                          |              |         |          |   |        
|Convertible minimum borrowing note and revolving note secured with eligible receivables and inventory with a financial institution; interest at Wall Street Journal prime rate (5.00% as of June 30, 2008) plus 1.5%; principal and accrued unpaid interest due July 29, 2008; convertible at the option of the financial institution at $0.25 per share (net of debt discount of $5,962) |              | --      |          |   | 684,596
|                                                                                                                                                                                                                                                                                                                                                                                          | $            | 318,605 |          | $ | 684,596





Page 9 of 18



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|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | --------- | -------- | - | ---------
|                                                                                                                                                                                                                                                                                                                                                                                                  | December 31, |           | June 30,
|                                                                                                                                                                                                                                                                                                                                                                                                  | 2008         |           | 2008    
|Long-term debt:                                                                                                                                                                                                                                                                                                                                                                                   |              |           |          |   |          
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable; interest at 10% due in semi-annual installments of $192,150; principal and accrued unpaid interest due November 30, 2009; convertible at the option of the shareholder at $0.38 per share; Company may call the notes at $0.60 per share (based on certain restrictions); in default due to nonpayment of interest since May 2006; investor may require demand payment | $            | 3,843,000 |          | $ | 3,843,000
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Notes payable to stockholder; secured at issuance by first and priority security interest in substantially all of the assets of the company and by the shares of fully owned subsidiaries; interest at 8%; principal and accrued unpaid interest due September 30, 2009                                                                                                                           |              | 1,700,000 |          |   | 1,700,000
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable to stockholder; interest at 8% due in quarterly installments of $30,000; principal and accrued unpaid interest due September 30, 2009; convertible at the option of the shareholder at $0.25 per share; Company may call the note at $0.60 per share (based on certain restrictions)                                                                                    |              | 1,500,000 |          |   | 1,500,000
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable to stockholder; interest at 6%; first year interest due, and paid, at date of issuance; subsequent interest payments due in quarterly installments of $16,500; principal and accrued unpaid interest due June 16, 2009; convertible at the option of the holder at the then-current market price (subject to certain standard anti-dilution adjustments)                |              | 1,100,000 |          |   | 1,100,000
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable to stockholder; interest at 6%; first year interest due, and paid, at date of issuance; subsequent interest payments due in quarterly installments of $11,250; principal and accrued unpaid interest due October 6, 2009; convertible at the option of the holder at the then-current market price (subject to certain standard anti-dilution adjustments)              |              | 750,000   |          |   | 750,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable to stockholder; interest at 6%; first year interest due, and paid, at date of issuance; subsequent interest payments due in quarterly installments of $11,250; principal and accrued unpaid interest due November 23, 2009; convertible at the option of the holder at the then-current market price (subject to certain standard anti-dilution adjustments)            |              | 750,000   |          |   | 750,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Notes payable to stockholders; secured at issuance by subordinated security interest in the capital stock of the Companys subsidiaries; interest at 8% due in monthly installments of $4,833; principal and accrued unpaid interest due September 30, 2009                                                                                                                                       |              | 725,000   |          |   | 725,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible note payable to stockholder; interest at 7%; principal and accrued unpaid interest due September 30, 2009; convertible at the option of the shareholder at $0.40 per share; Company may call the note at $0.60 per share (based on certain restrictions)                                                                                                                              |              | 500,000   |          |   | 500,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible note payable to stockholder; interest at 8%; principal and accrued unpaid interest due September 30, 2009; convertible at the option of the shareholder at $0.25 per share; Company may call the note at $0.60 per share (based on certain restrictions); (net of debt discount of $0 and $2,473, respectively)                                                                       |              | 500,000   |          |   | 497,527  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible notes payable to stockholder; interest at 8% due in quarterly installments of $9,000; principal and accrued unpaid interest due September 30, 2009; convertible at the option of the holder at the then-current market price (subject to certain standard anti-dilution adjustments)                                                                                                  |              | 450,000   |          |   | 450,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Notes payable to stockholder; secured at issuance by first and priority security interest in substantially all of the assets of the company and by the shares of fully owned subsidiaries ; interest at 7% due in monthly installments of $2,333; principal and accrued unpaid interest due September 30, 2009                                                                                    |              | 400,000   |          |   | 400,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Note payable to stockholder; interest at 10% due in monthly installments of $2,737; principal and accrued unpaid interest due September 30 2009                                                                                                                                                                                                                                                   |              | 328,386   |          |   | 328,386  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Convertible note payable to stockholder; interest at 8% due in quarterly installments of $6,000; principal and accrued unpaid interest due September 30, 2009; convertible at the option of the holder at the then-current market price (subject to certain standard anti-dilution adjustments)                                                                                                   |              | 300,000   |          |   | 300,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Line of credit with a bank secured with accounts receivable; maximum borrowing amount of $400,000; interest at Wall Street Journal prime rate (5.00% as of June 30, 2008) plus 2%; principal and accrued unpaid interest due on July 26, 2009                                                                                                                                                     |              | 295,000   |          |   | 119,000  
|                                                                                                                                                                                                                                                                                                                                                                                                  |              |           |          |   |          
|Note payable to stockholder; interest at 9% due in monthly installments of $750; principal and accrued unpaid interest due September 30, 2009                                                                                                                                                                                                                                                     |              | 100,000   |          |   | 100,000  





Page 10 of 18



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|                                                                                                           |              |              |          |   |            
|---------------------------------------------------------------------------------------------------------- | ------------ | ------------ | -------- | - | -----------
|                                                                                                           | December 31, |              | June 30,
|                                                                                                           | 2008         |              | 2008    
|Notes payable to stockholder; interest at 8%; principal and accrued unpaid interest due September 30, 2009 |              | 100,000      |          |   | 100,000    
|                                                                                                           |              |              |          |   |            
|Note payable to stockholder; interest at 7%; principal and accrued unpaid interest due September 30, 2009  |              | 100,000      |          |   | 100,000    
|                                                                                                           |              |              |          |   |            
|Other                                                                                                      |              | 30,661       |          |   | 41,426     
|                                                                                                           |              | 13,472,047   |          |   | 13,304,339 
|Less current portion                                                                                       |              | (13,449,885) |          |   | (1,235,791)
|                                                                                                           | $            | 22,162       |          | $ | 12,068,548 



Note 11  Business Segments



Information for our reportable segments for the three and six months ended December 31, 2008 and 2007 is as follows:



|                              |                                         |           |                                       |   |           |  |      |           |  |   |          
|----------------------------- | --------------------------------------- | --------- | ------------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                              | For the Three Months Ended
December 31, |           | For the Six Months Ended
December 31,
|                              | 2008                                    |           | 2007                                  |   | 2008      |  | 2007
|Sales                         |                                         |           |                                       |   |           |  |      |           |  |   |          
|B&B ARMR Corporation          | $                                       | 1,022,293 |                                       | $ | 1,695,634 |  | $    | 2,196,402 |  | $ | 3,273,458
|B&B Roadway, LLC              |                                         | 1,035,407 |                                       |   | 915,274   |  |      | 1,880,544 |  |   | 2,283,918
|Intelli-Site, Inc.            |                                         | 101,331   |                                       |   | 144,544   |  |      | 193,700   |  |   | 278,437  
|                              | $                                       | 2,159,031 |                                       | $ | 2,755,452 |  | $    | 4,270,646 |  | $ | 5,835,813
|                              |                                         |           |                                       |   |           |  |      |           |  |   |          
|Income (loss) from operations |                                         |           |                                       |   |           |  |      |           |  |   |          
|B&B ARMR Corporation          | $                                       | (12,029)  |                                       | $ | 169,630   |  | $    | 125,975   |  | $ | 264,499  
|B&B Roadway, LLC              |                                         | 106,061   |                                       |   | 41,313    |  |      | 175,548   |  |   | 238,626  
|Intelli-Site, Inc.            |                                         | (6,174)   |                                       |   | (11,004)  |  |      | (60,100)  |  |   | (44,541) 
|Corporate                     |                                         | (202,015) |                                       |   | (185,102) |  |      | (397,771) |  |   | (384,597)
|                              | $                                       | (114,157) |                                       | $ | 14,837    |  | $    | (156,348) |  | $ | 73,987   



Note 12  Sale of DoorTek



In early June, the Company entered into discussions with the management of DoorTek to sell the operations of DoorTek back to management and exit the business. In late July, a negotiated sales agreement was reached. The substantive details of the sale were:



·

Company assigned all DoorTek assets (including all inventory, fixtures, data, records and rights to the DoorTek name) to DoorTek management (the buyer).

·

Company retained accounts receivable.

·

Buyer assumed all liabilities of DoorTek after the effective date of transfer.

·

Buyer transferred back to the Company 228,552 shares of common stock in the Company. Such shares constituted the original purchase consideration when DoorTek was acquired.



The transfer was completed in mid-August following the release of assets by Laurus (see Note 13).



Note 13  Credit Facility with Laurus Master Fund



On July 29, 2005, we entered into, and, on August 3, 2005, closed a financing transaction with Laurus Master Fund, Ltd. to obtain a $3,000,000 credit facility.  On June 30, 2008, the balance outstanding under the credit facility was $690,558.





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The agreement with Laurus expired on July 29, 2008.  At that time, we had not yet finalized the new factoring agreement with Capital Funding Solutions, and we were therefore unable to pay the balance on the due date.  As a result, we were in default under the terms of this facility.  Laurus added an additional penalty fee of $77,000 to our final balance of $236,673, which was paid by Capital Funding as a part of our initial factoring of receivables to them on August 15, 2008 (see Note 14)



Note 14  Factoring and Security Agreement with Capital Funding Solutions



On August 11, 2008, we entered into, and on August 15, 2008, closed a factoring and security agreement with Capital Funding Solutions.  The Factoring Agreement provides that the Company will sell to Capital Funding certain of its accounts receivable.  Moreover, the factoring agreement requires that we grant to Capital Funding a continuing first priority security interest in all of our now owned and hereafter acquired accounts, chattel paper, deposit accounts receivable, inventory, equipment, instruments, investment property, documents, letter of credit rights, commercial tort claims, general intangibles and supporting obligations.  The factoring agreement does not require us to grant a security interest in any of the assets of Doortek Corp. and B&B Roadway, Inc.  The factoring agreement is for a one year term, which will be automatically extended for successive terms unless terminated by either party.  The factoring agreement can be terminated at any time by either us or Capital Funding by giving 30 days written notice.



For each account, Capital Funding will pay to us 80% of the face amount due on such Account at the time of purchase.  Upon customer payment of the amount due, Capital Funding will pay to us 20% of the face amount due less the factoring fee (as defined in the factoring agreement).  The factoring fee is calculated as follows: .35% of the face amount due on an Account at the time of purchase for each 5 day period, computed from the end of the 5 day period following the date on which the purchase price is paid to us for such account and ending when such account is paid by the account debtor.



On August 15, 2008, we factored $445,699 of our receivables under the factoring agreement.  The factored balance outstanding under the factoring agreement as of December 31, 2008 was $318,605.



Note 15  Subsequent Event: Stock Options



One million stock options were granted in January 2009.



Page 12 of 18



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Item 2.  Managements Discussion and Analysis or Plan of Operation.



Forward Looking Statements



This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements can be identified by the use of forward-looking terminology such as may, believe, expect, intend, plan, seek, anticipate, estimate, or continue or the negative of those words or other variations or comparable terminology.



All statements other than statements of historical fact included in this quarterly report on Form 10-Q, including the statements under Part I. Item 2.  Managements Discussion and Analysis or Plan of Operation and located elsewhere in this quarterly report on Form 10-Q regarding our financial position and liquidity are forward-looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.  Important factors regarding forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from our expectations, are disclosed in this quarterly report on Form 10-Q. We do not undertake any obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this quarterly report on Form 10-Q.



Important factors that could cause actual results to differ materially from those in the forward-looking statements in this quarterly report on Form 10-Q include changes from anticipated levels of operations, customer acceptance of existing and new products, anticipated development schedules of new products, anticipated levels of sales, future national or regional economic and competitive conditions, changes in relationships with our customers, access to capital, casualty to or other disruption of our contracted vendor production facilities and equipment, delays and disruptions in the shipment of our products, government regulations and our ability to meet our stated business goals.  All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements.



Results of Operations



Three Months Ended December 31, 2008 Compared to Three Months Ended December 31, 2007



Sales.  Our total sales decreased by $0.6 million, or 21.6%, to $2.2 million during the quarter ended December 31, 2008 from $2.8 million during the quarter ended December 31, 2007.   Sales at our B&B ARMR Corporation (B&B ARMR) subsidiary decreased approximately $0.7 million due to a combination of seasonal factors and overall market softness resulting in delays in several governmental spending projects due to the economic situation. Severe winter conditions in many areas of the country also caused postponement of several projects, which negatively impacted revenues in the second quarter..  Sales at our Intelli-Site, Inc. (Intelli-Site) subsidiary decreased approximately $0.04 million to $0.10 million.  Those decreases were offset slightly by a increase at our B&B Roadway, LLC (B&B Roadway) joint venture partnership of approximately $0.12 million as state and local transportation spending remained relatively firm at the end of the year.



Gross Margin.  Gross margin decreased by approximately $0.3 million during the quarter ended December 31, 2008 to $0.8 million.  B&B ARMR experienced a decrease of approximately $0.3 million (40.5%) in gross margin due largely to product mix and volume issues.



Selling, General and Administrative.  Selling, general and administrative expenses decreased approximately $0.14 million for the quarter ended December 31, 2008 compared to the quarter ended December 31, 2007 due to decreases in staff and changes in overall staffing costs.



Research and Product Development.  Research and product development expenses remained comparable for the quarters ended December 31, 2008 and 2007.



Interest Expense.  Interest expense remained comparable for the quarters ended December 31, 2008 and 2007.





Page 13 of 18



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Six Months Ended December 31, 2008 Compared to Six Months Ended December 31, 2007



Sales.  Our total sales decreased by $1.6 million, or 26.8%, to $4.3 million during the six months ended December 31, 2008 from $5.8 million during the six months ended December 31, 2007.   Sales at our B&B ARMR decreased approximately $1.1 million due to broad softness in governmental spending during the six months coupled with seasonality.  Sales at our Intelli-Site decreased $.1 million due to a focus on expending the staff resources toward increased development efforts to secure new OEM relationships.  Sales at B&B Roadway decreased by $0.4 million due to budgetary postponements and seasonality.



Gross Margin.  Gross margin decreased by approximately $0.6 million during the six months ended December 31, 2008 to $1.7 million.  B&B ARMR experienced a decrease of approximately $0.4 million in gross margin due to sales volume effects.  Gross margin at B&B Roadway decreased by $0.1 million due to volume effects.



Selling, General and Administrative.  Selling, general and administrative expenses decreased by approximately $0.4 million or 19% during the six months ended December 31, 2008 compared to the six months ended December 31, 2007.  This decrease is due to reductions in staffing coupled with decreased personnel costs..



Research and Product Development.  Research and product development expenses remained comparable for the six months ended December 31, 2008 and 2007.



Interest Expense.  Interest expense increased by approximately $0.1 million during the six months ended December 31, 2008 compared to the six months ended December 31, 2007.  This increase reflects the more expensive borrowing costs the company is experiencing due to the change in financing arrangements made in August 2008.



Liquidity and Capital Resources



Our cash position decreased by $0.1 million during the six months ended December 31, 2008.  At December 31, 2008, we had $0.07 million in cash and cash equivalents and had approximately $0.3 million outstanding under our factoring agreement.  The factoring agreement, which is secured by substantially all of our assets, permits us to borrow up to $1.0 million based on eligible invoices.



For the six months ended December 31, 2008, our operating activities provided $.3 million of cash compared to approximately $.8 million of cash used in operations during the six months ended December 31, 2007.  We anticipate no significant capital expenditures for the remainder of fiscal 2008. We made net payments on debt of $0.2 million during the six months ended December 31, 2008 compared to $0.9 million of net borrowings during the six months ended December 31, 2007.



The cash that we receive from our factoring agreement is utilized to support Company-wide operations.  Our working capital requirements will depend upon many factors, including future sales of our products, our operating results, the status of competitive products, and actual profits compared to the our business plan. We are currently experiencing certain liquidity issues related to customer payment terms and factoring agreement limitations, which may make it difficult for us to meet our current cash requirements and may jeopardize our ability to continue as a going concern.  Our auditor issued a going concern modification in their auditors report for the fiscal year ended June 30, 2008.  We intend to address our liquidity problems by controlling costs, seeking additional funding and maintaining focus on revenues and collections; however, our liquidity depends heavily on our ability to restructure our current debt and also to obtain additional financing.  If we are unsuccessful, it is possible that we will be forced into liquidation, as our liabilities far exceed our assets, and there is no guarantee that we will be able to pay any debt instruments which mature prior to a debt restructure.  Ultimately, failure to receive such financing could jeopardize our ability to continue as a going concern.





Page 14 of 18



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Principal payments required under outstanding debt at December 31, 2008 are as follows:



|                     |   |           
|-------------------- | - | ----------
|Year Ending June 30,
|2009                 | $ | 1,722,104 
|2010                 |   | 12,052,396
|2011                 |   | 7,596     
|Thereafter           |   | 8,556     
|                     | $ | 13,790,652



Our backlog is calculated as the aggregate sales prices of firm orders received from customers less revenue recognized.  At January 31, 2009, the Companys backlog was approximately $2.9 million.  We expect to fill the majority of this backlog by June 30, 2009.



Item 4. Controls and Procedures.



(a)

Evaluation of Disclosure Controls and Procedures.  As of December 31, 2008, an evaluation was carried out under the supervision and with the participation of our senior management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness and the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  This evaluation included consideration of the various processes carried out under the direction of our CEO and CFO in an effort to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms and that information is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosures.



Based upon this evaluation, our CEO and CFO concluded that, as of December 31, 2008, there existed a material weakness in our processes, procedures and controls related to the preparation of our quarterly and annual financial statements.  However, we are making changes to resolve the significant turnover, staffing deficiencies and lack of segregation of duties throughout our financial organization. While we believe that we are taking the steps necessary to remediate this material weakness in our processes, procedures and controls related to the preparation of our quarterly and annual financial statements, we are still in the process of evaluating these controls.  Accordingly, we will continue to vigorously monitor the effectiveness of these processes, procedures and controls and will make any further changes management determines appropriate.



(b)

Changes in Internal Controls. There were no changes to our internal controls over financial reporting during our last completed fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting, except as described above.  Additionally, we have and will continue to improve both the quality and the quantity of staffing in order to effect significant improvements in our internal control structure.



Page 15 of 18



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PART II.  OTHER INFORMATION



Item 1. Legal Proceedings.



None.



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.



None.



Item 3.  Defaults Upon Senior Securities.



None.



Item 4.  Submission of Matters to a Vote of Security Holders.



None.



Item 5.  Other Information.



None.



Item 6.  Exhibits.



31.1+

Officers Certificates Pursuant to Section 302



32.1+

Officers Certificates Pursuant to Section 906

________________________



+

Filed herewith.









Page 16 of 18



---





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.



|      |                   |  |                                                                   
|----- | ----------------- |  | ------------------------------------------------------------------
|      |                   |  | Integrated Security Systems, Inc.                                 
|      |                   |  | (Registrant)                                                      
|      |                   |  |                                                                   
|      |                   |  |                                                                   
|      |                   |  |                                                                   
|Date: | February 17, 2009 |  | /s/ BROOKS SHERMAN                                                
|      |                   |  | Brooks Sherman                                                    
|      |                   |  | Chairman and Chief Executive Officer (Principal Executive Officer)
|      |                   |  |                                                                   
|Date: | February 17, 2009 |  | /s/ VERNON H FOERSTERLING, JR.                                    
|      |                   |  | Vernon H. Foersterling, Jr.                                       
|      |                   |  | Director and President                                            
|      |                   |  |                                                                   
|Date: | February 17, 2009 |  | /s/ SHARON DOHERTY                                                
|      |                   |  | Sharon Doherty                                                    
|      |                   |  | Chief Financial Officer                                           
|      |                   |  |                                                                   





Page 17 of 18



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EXHIBIT INDEX



31.1+

Officers Certificate Pursuant to Section 302



32.1+

Officers Certificate Pursuant to Section 906

________________________



+

Filed herewith.









Page 18 of 18