UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


__________________________________




FORM
10-K/A


(Amendment
No. 1)





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the Fiscal Year ended December 31, 2008




333-140320


(Commission
File Number)


___________________________________




COPSYNC, INC.




(Exact
name of registrant as specified in its charter)


___________________________________







Delaware
                  
                  98-0513637(State
      or other jurisdiction of  incorporation or
      organization)
                  
                  (I.R.S.
      Employer Identification
No.)
 2010
FM 2673


Canyon
Lake, Texas 78133


(Address
of principal executive offices)




(830)
964-3838


(Registrant’s
telephone number, including area code)




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




Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, $0.001 par value


(Title of
Class)


__________________________________




Indicate
by check whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [  ]  No
[X]




Indicate
by check whether the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes
[  ]  No [X]




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes [X]  No
[   ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




Large
accelerated filer  ̈                                                                                                              Accelerated filer
 ̈




Non-accelerated
filer    ̈ (Do not check is a
smaller reporting
company)                                                                                                                          Smaller
reporting company x




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




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







The
aggregate market value of the registrant’s voting stock held by non-affiliates
of the registrant at June 30, 2008, based on the $0.00 per share closing price
for our common stock on the OTC Bulletin Board, was $0.00.




The
number of shares of the registrant’s common stock outstanding as of March 31,
2009 was 120,323,001.




DOCUMENTS
INCORPORATED BY REFERENCE




None.







EXPLANATORY
NOTE




This
amendment to the Annual Report on Form 10-K of Copsync, Inc., for the fiscal
year ended December 31, 2008, as filed on April 15, 2009 (the “Form 10-K”), is
being filed for the purpose of (i) amending Part III to provide the required
disclosures.  This amendment also includes currently dated
certifications from each of our Chief Executive Officer and our Chief Financial
Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as
amended, for amendments to an Annual Report on Form 10-K.  The
remainder of our Form 10-K is not reproduced in this amendment, and, except as
specifically stated in this amendment, does not reflect events occurring after
the filing of the original Form 10-K or modify or update the original Form 10-K,
except to reflect the revisions described above.




PART
III




ITEM
10                      DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Our
executive officers and directors, and their respective ages and positions as of
March 31, 2009, are as follows:




Name
                            
                            Age
                            
                            PositionRussell
      D. Chaney
                            
                            47
                            
                            Chief
      Executive Officer, Chief Financial Officer and Chairman of the
      BoardJ.
      Shane Rapp
                            
                            33
                            
                            President,
      Corporate Secretary, Treasurer and
Director


The
business experience of the executive officer and directors is as
follows:




Russell
D. Chaney has served as our Chairman of the Board and Chief Executive Officer
since April 2008.  Mr. Chaney also currently serves as our Chief
Financial Officer.  Prior to joining us, Mr. Chaney served as
co-founder and Chief Executive Officer of PostInk Technology, LP from March 2003
until April 2008.  Prior to founding PostInk Technology, Mr. Chaney
worked with eBay, Inc. from March 2003 until March 2004, serving the eBay Motors
and CARad.com division, as well as Dean of Education for the eBay
Motors University.  Before joining eBay, Mr. Chaney served as
co-founder and Chief Executive Officer of CARad.com until its acquisition by
eBay in March 2003.  From 1997 to 2000, Mr. Chaney worked with Collins
Industries, Inc., serving as a Regional Business Development Manager for the
Wheeled Coach Ambulance Manufacturing Division.  Mr. Chaney started
his career in Public Safety in 1983 as a volunteer Emergency Medical Technician
with the Canyon Lake Volunteer Fire and EMS.  Mr. Chaney completed his
law enforcement training with San Antonio College in 1989 and immediately
began serving as a Deputy Constable, where he continues to serve
currently.  Mr. Chaney received a Bachelor of Science Degree -
Criminal Justice from
Southwest Texas State University.




J. Shane
Rapp has served as our President and Corporate Secretary since April
2008.  Prior to joining us, Mr. Rapp served as co-founder and
President of PostInk Technology, LP from March 2003 until April
2008.  Prior to joining PostInk Technology, Mr. Rapp served as
co-founder and President of CARad.com from January 2000 until March 2003, where
he managed CARad.com's Texas office and its employees.  After
CARad.com was acquired by eBay, Inc. in March 2003, Mr. Rapp served eBay's
Automobile Dealers and Software Developers as an instrumental
liaison.  Mr. Rapp graduated from the San
Antonio Police Academy in 1997.  He then began serving as a
Deputy Constable for Comal County, Texas.  Mr. Rapp furthered his law
enforcement education by obtaining a Texas Communications Officers Certification
and a Texas Communications Officers Supervisors Certification.  In
2004, Mr. Rapp was elected to the position of Constable for Precinct #4 in Comal
County, Texas.  Mr. Rapp continues to serve in that
position.








1


There are
no family relationships among any of our directors or executive
officers.




Board
of Directors and Committees




Our board of directors currently
consists of two members, neither of whom is considered
“independent.”  Neither Mr. Chaney nor Mr. Rapp would be considered an
“independent director” under the Marketplace Rules of the Nasdaq Stock
Market.  Members of our board of directors will be elected at the
annual meeting of our stockholders and will serve until the next annual meeting
of our stockholders, and until a successor has been elected and qualified or
their earlier death, resignation or removal.  Vacancies on our board are
filled by a majority vote of the remaining members of our board.




To date,
our board of directors has not established a nominating and governance
committee, a compensation committee or an audit committee.




Code
of Ethics




We have not adopted a code of ethics
that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.  We expect to prepare and adopt such a code of ethics in
the second quarter of 2009.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires our directors, executive officers, and the
persons who beneficially own more than ten percent (10%) of our common stock to
file reports of ownership and changes in ownership with the SEC on a timely
basis.  Such persons are required by the SEC regulations to furnish us with
copies of those reports.  Based solely on the reports furnished to us
and our internal records, we have determined that the Section 16(a) filing
requirements applicable to the following directors, officers and greater than
ten percent beneficial owners were not satisfied on a timely basis: Russell D.
Chaney and J. Shane Rapp, our sole executive officers and directors, and the
only beneficial owners of over ten percent of our common stock, have not filed
reports of ownership or changes in ownership with the SEC.




ITEM
11                      EXECUTIVE
COMPENSATION




The
following table sets forth certain information with respect to compensation for
the years ended December 31, 2008 and 2007 paid to our chief executive officer
and our other most highly compensated executive officers as of December 31,
2008.  In this report, we refer to these individuals as our named
executive officers.




Summary
Compensation Table




Name
      and
                                                                                                                    Principal
      Position
                                                                                                                  
                                                                                                                  Year
                                                                                                                  
                                                                                                                  Salary
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  Bonus
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  Stock
                                                                                                                    Awards
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  Option
                                                                                                                    Awards
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  NonEquity
                                                                                                                    Incentive
                                                                                                                    Plan
                                                                                                                    Compensation
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  Nonqualified
                                                                                                                    Deferred
                                                                                                                    Compensation
                                                                                                                    Earnings
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  All
      Other
                                                                                                                    Compensation
                                                                                                                    ($)
                                                                                                                  
                                                                                                                  Total
                                                                                                                    ($)Krystal
      Rocha (1)
                                                                                                                  
                                                                                                                  2008
                                                                                                                  
                                                                                                                  ---
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --CEO
                                                                                                                  
                                                                                                                  2007
                                                                                                                  
                                                                                                                  ---
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --Russell
      Chaney(2)
                                                                                                                  
                                                                                                                  2008
                                                                                                                  
                                                                                                                  85,000
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  85,000CEOJ.
      Shane Rapp(3)
                                                                                                                  
                                                                                                                  2008
                                                                                                                  
                                                                                                                  49,573
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  --
                                                                                                                  
                                                                                                                  49,573President




(1)
            Ms.
      Rocha resigned as our sole officer and director in April
    2008.


(2)
            Mr.
      Chaney became our Chief Executive Officer in April
  2008.


(3)
            Mr.
      Rapp became our President in April
2008.





2


Director
Compensation





Mr.
Chaney and Mr. Rapp are our only directors at this time. Except for the
compensation to which Mr. Chaney and Mr. Rapp are entitled pursuant to the terms
of their respective employment agreements, neither Mr. Chaney nor Mr. Rapp
receives any further compensation for service as our director. We have has no
formal plan for compensating outside directors at this time.  However, at
such time as we have outside directors, we expect to compensate our outside
directors and to reimburse them for reasonable travel and other out-of-pocket
expenses incurred in connection with the attendance at meetings.





Employment
Contracts, Termination of Employment and Change in Control




In April 2008, when we completed the
transaction with PostInk Technology, LP, in which PostInk became our
wholly-owned subsidiary, we assumed the obligations of PostInk under existing
employment agreements with Russell D. Chaney, our new Chief Executive Officer,
and J. Shane Rapp, our new President.  In April 2009, we entered into
amended and restated employment agreements with Mr. Chaney and Mr. Rapp,
described below, primarily to clarify that Mr. Chaney and Mr. Rapp will continue
as employees of Copsync, and not PostInk, and to clarify certain other terms of
the employment agreements.  Pursuant to the amended and restated
employment agreements, Mr. Chaney and Mr. Rapp agreed to forgo grants of
nonqualified options and shares of restricted stock described in the original
employment agreements with PostInk.  We expect that Mr. Chaney and Mr.
Rapp will receive new grants of options and shares of restricted stock under the
2009 Stock Option Plan, subject to approval of the 2009 Stock Option Plan by the
stockholders, but the terms of those grants have not been
determined.




Under an employment agreement dated
April 29, 2009, we agreed to employ Mr. Chaney as our Chief Executive Officer at
a base salary of not less than $160,000, which may not be reduced without Mr.
Chaney’s consent.  Mr. Chaney is also eligible for discretionary
bonuses and other incentives, including stock incentives, as determined by our
board of directors.  Under the agreement, we must provide Mr. Rapp
with a term life insurance policy in the amount of $350,000, payable to
beneficiaries designated by Mr. Chaney, and match his contributions to our
401(k) plan at 100%.  The employment agreement has an initial term
through December 31, 2015, with successive one-year renewal terms unless either
party gives 30 days prior notice to the contrary.  If we terminate Mr.
Chaney for any reason other than for “cause” or Mr. Chaney terminates his
employment for “good reason”, as such terms are defined in the employment
agreement, prior to the end of the initial term or any renewal term, Mr. Chaney
is entitled to a lump sum payment equal to the lesser of 200% of the remaining
base salary for the initial term or renewal term, as the case may be, or
$1,500,000.  In the event we experience a change in control Mr. Chaney
may terminate his employment agreement for “good
reason”.  Additionally, Mr. Chaney has agreed to return all
confidential information to us upon his termination, and to not solicit our
customers or employees or compete with us for two years after the termination of
his employment.  Mr. Chaney has voluntarily agreed to accept a reduced
salary of $120,000, and to forgo 401(k) matching and life insurance coverage,
until we become profitable or we raise sufficient funding to sustain us as a
going concern.





Under an
employment agreement dated April 29, 2009, we agreed to employ Mr. Rapp as our
President, Secretary and Treasurer at a base salary of not less than $115,000
through April 1, 2010, at which point Mr. Rapp’s base salary increases to not
less than $130,000, which may not be reduced without Mr. Rapp’s consent. Mr.
Rapp is also eligible for discretionary bonuses and other incentives, including
stock incentives, as determined by our board of directors.  Under the
agreement, we must provide Mr. Rapp with a term life insurance policy in the
amount of $350,000, payable to beneficiaries designated by Mr. Rapp, and match
his contributions to our 401(k) plan at 100%.  The employment
agreement has an initial term through December 31, 2015, with successive
one-year renewal terms unless either party gives 30 days prior notice to the
contrary. If we terminate Mr. Rapp for any reason other than for “cause” or Mr.
Rapp terminates his employment for “good reason”, as such terms are defined in
the employment agreement, prior to the end of the initial term or any renewal
term, Mr. Rapp is entitled to a lump sum payment equal to the lesser of 200% of
the remaining base salary for the initial term or renewal term, as the case may
be, or $1,500,000.  In the event we experience a change in control Mr.
Rapp may terminate his employment agreement for “good
reason”.  Additionally, Mr. Rapp has agreed to return all confidential
information to us upon his termination, and to not solicit our customers or
employees or compete with us for two years after the termination of his
employment.  Mr. Rapp has voluntarily agreed to accept a reduced
salary of $70,000, and to forgo 401(k) matching and life insurance coverage,
until we become profitable or we raise sufficient funding to sustain us as a
going concern.




3


Stock
Option Grants




We did
not grant any stock options to any of the named executive officers in the fiscal
year ended December 31, 2008.  We have never granted any stock
appreciation rights.




Fiscal
Year End Option Values




The named
executive officers do not hold any stock options and did not exercise any stock
options in the fiscal year ended December 31, 2008.




401(k)
Plan




We offer
a tax qualified defined contribution 401(k) Profit Sharing Plan that covers all
full time employees who are not covered by a collective bargaining
agreement.  Our employees are eligible to participate in the plan
following one year of service.  We made no matching contributions to
participants in 2008.  Expenses relating to the 401(k) plan were
approximately $740.00 for the fiscal year ended December 31, 2008.




ITEM
12                      SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




The following table provides
information as of March 31, 2009 concerning beneficial ownership of common stock
held by (1) each person or entity known by us to beneficially own more than 5%
of our outstanding common stock, (2) each of our directors, (3) each of our
named executive officers, and (4) all of our current directors and executive
officers as a group.  The information as to beneficial ownership has
been furnished by our respective stockholders, directors and executive officers
and, unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially
owned.  Beneficial ownership is determined under the rules of the SEC
and generally includes voting or investment power with respect to
securities.




Unless indicated below, to our
knowledge, the persons and entities named in the table have sole voting and sole
investment power with respect to all shares beneficially owned, subject to
community property laws, where applicable.  Pursuant to the rules of
the SEC, certain shares of our common stock that a beneficial owner set forth in
this table has a right to acquire within 60 days of the date hereof pursuant to
the exercise of options or warrants for the purchase of shares of common stock
are deemed to be outstanding for the purpose of computing the percentage
ownership of that owner, but are not deemed outstanding for the purpose of
computing percentage ownership of any other beneficial owner shown in the
table.  Percentages are calculated based on 120,323,001 shares
outstanding as of March 31, 2009.  The address for the officers and
directors is our corporate office located at 2010 FM 2673, Canyon Lake, Texas
78133.




4




Beneficial Owner
                                                          
                                                          Number
      of Shares Beneficially
      Owned
                                                          
                                                          Percentage
      ofCommon StockRussell
      D. Chaney
                                                            Chairman
      of the Board, Chief Executive Officer and Chief Financial
      Officer
                                                          
                                                          36,793,666(1)
                                                          
                                                          30.6%J.
      Shane Rapp
                                                            President
      and Director
                                                          
                                                          16,643,259(1)
                                                          
                                                          13.8%All
      directors and executive officers, as a group (2 persons)
                                                          
                                                          52,465,935(1)
                                                          
                                                          43.6%





(1)
            Includes
      970,990 shares held by RSIV, LLC, which is controlled by Mr. Chaney and
      Mr. Rapp.





Change
in Control Transactions




Effective April 25, 2008, we entered
into an acquisition agreement with PostInk Technology, LP, under which we
issued 25,000,005 shares of our common stock and warrants to purchase
75,000,000 shares of our common stock to PostInk in exchange for 100% of the
ownership interests in PostInk.  In connection with the acquisition
agreement, we also cancelled 29,388,750 shares of our then outstanding shares of
common stock.  The acquisition agreement also provided for us to issue
100,000 shares of our Series A Preferred Stock to PostInk.  The shares
of common stock and warrants issued pursuant to the acquisition agreement were
distributed to the owners of PostInk.  As a result of the exchange
made pursuant to the acquisition agreement, the owners of PostInk received
approximately 61.9% of the issued and outstanding shares of our common stock.
  Also pursuant to that agreement, Russell D. Chaney and J. Shane
Rapp, principals of PostInk, became our sole officers and
directors.




In November 2008, the former owners of
PostInk exercised their warrants, using a cashless exercise feature, which
resulting in the issuance of an additional 74,423,069 shares of our common
stock.  As a result of the exercise of the warrants, the former owners
of PostInk now own approximately 82.6% of the issued and outstanding shares of
our common stock.




ITEM
13                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




We have
adopted a policy requiring that any material transaction between us and persons
or entities affiliated with our officers, directors or principal stockholders be
on terms no less favorable to us than reasonably could have been obtained in
arms’ length transactions with independent third parties.




PostInk
Acquisition Agreement




Effective April 25, 2008, we entered
into an acquisition agreement with PostInk Technology, LP, under which we
issued 25,000,005 shares of our common stock and warrants to purchase
75,000,000 shares of our common stock to PostInk in exchange for 100% of the
ownership interests in PostInk.  In connection with the acquisition
agreement, we also cancelled 29,388,750 shares of our then outstanding shares of
common stock.  The acquisition agreement also provided for us to issue
100,000 shares of our Series A Preferred Stock to PostInk.  The shares
of common stock and warrants issued pursuant to the acquisition agreement were
distributed to the owners of PostInk.  As a result of the exchange
made pursuant to the acquisition agreement, the owners of PostInk received
approximately 61.9% of the issued and outstanding shares of our common
stock. Russell D. Chaney and J. Shane Rapp, who are our sole officers and
directors, are the managing members of RSIV, LLC, which was the sole general
partner of PostInk.




5


ITEM
14                      PRINCIPAL
ACCOUNT FEES AND SERVICES




For the fiscal year ended December 31,
2008, Chisholm, Bierwolf, Nilson & Morrill, LLC billed the approximate fees
set forth below:




Audit
Fees




Fees for
audit services totaled approximately $22,500 for the year ended December 31,
2008 and approximately $25,000 for the year ended December 31, 2007, including
fees associated with the annual audit and reviews of our quarterly reports on
Form 10-Q.




All
Other Fees




There
were no other fees, including audit-related fees or tax fees, for the year ended
December 31, 2008 or for the year ended December 31, 2007.




PART IV




ITEM
15                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES




(b)           Exhibits:




31.1
              
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer.32
              
              Section
      1350 Certifications.








6











SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to the
registrant’s annual report on Form 10-K report to be signed on its behalf by the
undersigned, thereunto duly authorized.




COPSYNC,
      INC.Date:
      April 30, 2009
              By:
              /s/ 
      RUSSELL D. CHANEYRussell
      D. Chaney,Chief
      Executive Officer
































7