UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


__________________________________




FORM
10-K




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




For
      the Fiscal Year ended December 31, 2008333-140320(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:  NoneSecurities
      registered pursuant to Section 12(g) of the Act:Common Stock, $0.0001 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 o  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 o  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 o




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




Certain
information from the definitive Proxy Statement for the registrant’s 2009 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A not later than 120 days after the end of the
registrant’s fiscal year, is incorporated by reference into Part III of this
Form 10-K.












Table
      of ContentsPagePART I
                                          
                                          1ITEM 1.
                                          BUSINESS
                                          1ITEM 1A.
                                          RISK FACTORS
                                          4ITEM 1B.
                                          UNRESOLVED STAFF COMMENTS
                                          8ITEM 2.
                                          PROPERTIES
                                          9ITEM 3.
                                          LEGAL PROCEEDINGS
                                          9ITEM 4.
                                          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                          9PART II
                                          
                                          9ITEM 5.
                                          MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES
                                          9ITEM 6.
                                          SELECTED FINANCIAL DATA
                                          10ITEM 7.
                                          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                          10ITEM 7A.
                                          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                          15ITEM 8.
                                          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                          15ITEM 9.
                                          CHANGES IN AN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
      DISCLOSURE
                                          15ITEM 9A.
                                          CONTROLS AND PROCEDURES
                                          15ITEM 9B.
                                          OTHER  INFORMATION
                                          16PART III
                                          
                                          17ITEM 10.
                                          DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                          17ITEM 11.
                                          EXECUTIVE
      COMPENSATION
                                          17ITEM 12 .
                                          SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERSE
                                          17ITEM 13.
                                          CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS
INDEPENDENCE
                                          17ITEM 14.
                                          PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                          17PART IV
                                          
                                          18ITEM 15.
                                          EXHIBITS,
      FINANCIAL STATEMENTS SCHEDULES
                                          18SIGNATURES
                                          19INDEXTO EXHIBITS
                                          20INDEX TO FINANCIAL STATEMENTS
                                          F-1REPORT OF INDEPDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
                                          F-2FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                                          F-3





PART I




SPECIAL
NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS




This
report contains “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, both as amended.  All statements other than statements of
historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including:  any projections of earnings,
revenues or other financial items; any statements of the plans, strategies and
objectives of management for future operations; any statements concerning
proposed new products, services or developments; any statements regarding future
economic conditions or performance; any statements of belief; and any statements
of assumptions underlying any of the foregoing.  Forward-looking
statements may include the words “may,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “plan” or “anticipate” and other similar
words.  Such forward-looking statements may be contained in the
sections “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Business,” among other places in this
report.




Although
we believe that the expectations reflected in our forward-looking statements are
reasonable, actual results could differ materially from those projected or
assumed.  Our future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and to inherent
risks and uncertainties, such as those disclosed in this report.  We
do not intend, and undertake no obligation, to update any forward-looking
statement.




ITEM 1.
            BUSINESS




Overview




Since
January 2005, when our predecessor, PostInk Technology, LP, a Texas limited
partnership, was formed, we have primarily been a provider of software designed
to enhance productivity and quality of work of the public safety
community.  Effective April 25, 2008, we completed a share exchange
with our predecessor.  In the share exchange, the owners of our
predecessor acquired beneficial ownership of approximately 61% percent of our
outstanding common stock.  In addition, in connection with the share
exchange, we changed our name from Global Advance Corporation to COPsync,
Inc.  As a result of the share exchange, for financial accounting
purposes, we treated the share exchange as a purchase of our company by our
predecessor.  Therefore, we have presented the historical financial
statements of our predecessor, for comparison purposes, for all of our reporting
periods prior to the share exchange presented in this prospectus.




We were
incorporated in Delaware on October 23, 2006.  Prior to the share
exchange, our business plan was to develop a commercial application of a
prototype utilizing the design in a patent pending “two-foot operated mouse,”
which is a device intended to provide alternate access to all computer-related
mouse functionality through the use of one’s feet, rather than one’s
hands.  We discontinued this business plan as of September 30,
2008.  We began to focus on the business of our predecessor to develop
software that would not only enhance productivity and quality of work, but
creates a safer work environment, for the public safety community by developing
the first real-time, nationwide public safety information sharing
network.




We
believe that we have developed the first integrated software product, COPsync,
which provides a real-time, nationwide information sharing network for all law
enforcement officers.  We also believe that we are the only law
enforcement software provider to have full information sharing networking
available to all subscribing agencies at the point of incident via a laptop
computer or handheld devices.  It is our mission that, in the future,
all law enforcement officers will have access to, in real time, the critical
information necessary to protect the public and themselves.  We
currently have over 3600 police officers committed to utilizing our
product.  Beta testing is complete and our product is available for
general release.  We began generating license fee revenue from our
product in the third quarter of 2008.





1


As of
December 31, 2008, our product had successfully submitted, processed and relayed
over 28,100 officer initiated information requests.  On average, our
product is returning results to mobile users in less than five seconds, well
within the 32 second average set forth by the NCIC 2000 standards for mobile
clients.  We continue to garner support from law enforcement
agencies.   In 2008, 119 agencies expressed interest and
indicated that they would utilize our product in their respective
agencies.  However, we must obtain additional funding to establish the
cash resources necessary to implement our business plan.





Law
enforcement agencies and associations at the federal, state and local levels are
pushing information sharing initiatives.  Global Justice XML standards
were developed and have been published by the United States federal government
since 1997.  To date, interoperability between law enforcement
agencies in the United States does not appear to exist.  We believe
that this failure is directly related to software vendors that have remained
focused on their existing methods of doing business, including proprietary
development, which does not focus on global information sharing.  We
strive to fulfill the interoperability role through the deployment of our
product, which is an overlay product to existing technologies that can be
deployed without jeopardizing existing vendor relationships.  Our
method of data integration will bring existing vendors into compliance with
federal mandates established after 9/11.




Our
Product





Our
COPsync product provides an innovative and open architecture software platform.
Most software vendors in this space continue to maintain and support closed
architecture systems with archaic methodologies related to providing information
to the officer on the street and interagency information sharing.





During
the third quarter of 2008, we released the 2.3 and 2.4 versions of COPsync,
completed Windows Vista® compatibility testing, and released an enhanced
location search module to search civil process records.  Reports can
now be opened directly from this module.  Our product now provides a
visual and audible alert whenever a warning message comes back in a return from
a TLETS (Texas Law Enforcement Telecommunication System)
query.  Officers using our product can get alerted for stolen vehicle,
registered sex offenders, officer safety alerts, wanted persons and much
more.





Additionally,
we reworked and vastly improved the interface for handling additional occupants
during a traffic stop and added the capability to import an officer's signature
into the system and print the signature on appropriate forms.  We
updated the crash report to support the new version put out by the Texas
Department of Transportation and added the ability to open, directly from our
product, the Texas Department of Transportation’s instructions for crash
reporting.





Further
improvements during the year ended December 31, 2008 included, adding a field
interview module, which allows officers to track interactions with the public
even when a violation may not have occurred.  We added the ability to
print a lab submission form from the offense report, as well as adding the
ability to archive reports that may not be escalated through the approval
process.  We enhanced civil process to allow “Writ Of Possessions” to
import information from the corresponding served eviction citation, enhanced
user profile search to display information and allow for more filtering options,
and added export and print functionality to our field interview
function.  Additionally we added the ability to specify multiple
“Consent to Searches” in the offense report.





2


Agency
Grants and Funding





We have
been approved by the Criminal Justice Division of the Office of Governor of
Texas to utilize government provided funding and Homeland Security funds for the
integration and implementation of our technology in law enforcement agencies. We
believe that no other competing software vendors have qualified for information
sharing grants.  These grant programs currently maintain billions of
dollars to be utilized by law enforcement agencies for informational sharing
purposes.  We have assisted more than 20 law enforcement agencies in
drafting and submitting applications for various funding options during the past
fiscal year, and will continue to assist agencies in the future with their
capital needs.  We expect that grants of approximately $1,593,435 will
result from these applications.





During
this time frame, we also rolled out and modified our COPsync Technology
Assistance Program (CTAP).  The CTAP assists agencies by providing
various forms of financing assistance in order to expedite the agency “going
live” with our software suite.  In addition to CTAP, we have continued
our pursuit of federal and state funding for agencies through grants, including,
but not limited to the Border Security Equipment and Technology (BSET) grant and
the Criminal Justice Planning Fund, sponsored by the East Texas Council of
Governments.





During
2008, we continued processing grant applications for the Border Security
Equipment and Technology (BSET) grant.  This grant is only for those
agencies participating in border security operations, such as Operation Border
Star.  A large percentage of our client agencies are located in counties
eligible to apply for these funds.  In February of 2008, we met with the
head of Texas Homeland Security and a representative from Texas Border Security
Operations Center.  Since this meeting, we have seen increased interest in
our product from agencies along the Texas/Mexico border.  The BSET grant is
one of the methods of acquiring funds to support border security operations
under Texas Homeland Security and Texas Border Security Operations.





As a
result of our efforts, the Live Oak County Sheriff’s Office was awarded $117,196
under the BSET grant.  Work on the BSET grant is ongoing and will
continue into 2009. Our office also began processing applications for the 2008
Homeland Security Grant Program (HSGP) for all of our eligible clients in the
East Texas Council of Governments.  The 2008 HSGP provides federal
funding to be used for projects that support the 12 homeland security
investments approved by the U.S. Department of Homeland Security
(DHS).  Our work on these applications is ongoing and will continue
into 2009.





Sales
and Marketing





We have
been active in sales and marketing during 2008, beginning with the Sheriff’s
Association of Texas training seminar that took place in San Antonio, Texas in
July.  That seminar generated over 50 different requests for
additional information, in the form of demonstrations of our software, from
attending Sheriff’s.  We are poised to expand into the law
enforcement, emergency service and fire district profession, which we believe to
be a trillion dollar market nationwide.  We believe that growth in
this sector can be realized by leveraging Homeland Security grant initiatives
discussed above. We hope to see this growth through the culmination of
technology and strategic relationship with marquee corporations.





Research
and Development




We have
devoted a large amount of our resources to developing the software that is
included in our product.  We capitalized software development costs of
approximately $1,627,000 in the year ended December 31, 2007 and approximately
$564,000 in the year ended December 31, 2008.




3


Competition




We
believe that we have developed the first integrated software product that
provides a real-time, nationwide information sharing network for all law
enforcement officers. We also believe that we are the only law enforcement
software provider to have full information sharing networking available to all
subscribing agencies at the point of incident via a laptop computer or handheld
devices.  Other law enforcement software providers compete with us in
various aspects of the areas covered by our product.  We believe that
the market for law enforcement software is fragmented, with no dominant
providers.  Some of our current competitors may have longer operating
histories, greater financial, technical, marketing and other resources, greater
name recognition and a larger installed base of customers than we
do.





Intellectual
Property




We rely,
and intend to rely, on a combination of trademark, trade secret and copyright
law and contractual restrictions to protect the proprietary aspects of our
product.  We are considering registering various trademarks relating
to our business.  We have not filed any patent applications for
inventions related to our business.  As a result, our competitors may
be able to replicate our products and more effectively compete with
us.




Employees




We had 14
full-time employees as of March 31, 2009, a substantial majority of whom are
non-management personnel.  We had no part time
employees.  None of our employees are represented by a labor
union.  We have not experienced any work stoppages, and we believe
that we have satisfactory employee relations.





Government
Regulation




Our
business is subject to regulation by various federal and state governmental
agencies. Such regulation includes the anti-trust regulatory activities of the
U.S. Federal Trade Commission and Department of Justice, the consumer protection
laws of the Federal Trade Commission, the product safety regulatory activities
of the U.S. Consumer Products Safety Commission and environmental regulation by
a variety of regulatory authorities in each of the areas in which we conduct
business.  In addition, our customers and potential customers are all
governmental entities.  As a result, their ability to purchase our
product could be subject to governmental regulation at the federal state and
local levels.




ITEM
1A.                  RISK
FACTORS




There are
numerous risks affecting our business, some of which are beyond our
control.  An investment in our common stock involves a high degree of
risk and may not be appropriate for investors who cannot afford to lose their
entire investment.  In addition to the risks outlined below, risks and
uncertainties not presently known to us or that we currently consider immaterial
may also impair our business operations.  Potential risks and
uncertainties that could affect our operating results and financial condition
include, without limitation, the following:




4


RISK
FACTORS RELATING TO OUR COMMON STOCK




We
may not pay dividends on our common stock in the foreseeable
future.




We have
not paid any dividends on our common stock.  We will pay dividends in
the future at the discretion of our board of directors.  We are likely
to retain earnings, if any, to fund our operations and to develop and expand our
business.




We
have a substantial number of authorized common and preferred shares available
for future issuance that could cause dilution of our stockholders’ interest and
adversely impact the rights of holders of our common stock.




We have a
total of 500,000,000 shares of common stock and 1,000,000 shares
of  series A  preferred stock authorized for
issuance.  As of March 31, 2009, we had 379,676,999 shares of common
stock and 900,000 shares of the series A preferred stock available for
issuance.  We have reserved 15,264,800 shares for issuance upon the
exercise of outstanding warrants, and 9,000,000 shares for issuance upon
conversion of outstanding convertible notes.  We may seek financing
that could result in the issuance of additional shares of our capital stock
and/or rights to acquire additional shares of our capital stock.  We may
also make acquisitions that result in issuances of additional shares of our
capital stock.  Those additional issuances of capital stock would
result in a significant reduction of your percentage interest in
us.  Furthermore, the book value per share of our common stock may be
reduced. This reduction would occur if the exercise price of any issued
warrants, the conversion price of any convertible notes or the conversion ratio
of any issued preferred stock is lower than the book value per share of our
common stock at the time of such exercise or conversion.




The
addition of a substantial number of shares of our common stock into the market
or by the registration of any of our other securities under the Securities Act
may significantly and negatively affect the prevailing market price for our
common stock.  The future sales of shares of our common stock issuable
upon the exercise of outstanding warrants and options may have a depressive
effect on the market price of our common stock, as such warrants and options
would be more likely to be exercised at a time when the price of our common
stock is greater than the exercise price.




We
are controlled by our management and other related parties.




As of
March 31, 2009, the founders of our predecessor, including Russell Chaney, our
chief executive officer, and Share Rapp, our president, and their affiliates,
owned over 60.0% of the outstanding shares of our common stock.  An
affiliate of Mr. Chaney and Mr. Rapp is also entitled to 100,000 shares of our
Series A preferred stock, which would convert into shares of our common stock at
a ratio of 750 to one, with voting rights reflecting the conversion
ratio.  While the founders of our predecessor have no agreement,
arrangement or understanding relating to the voting of their shares, they will
effectively control the outcome of matters on which our stockholders are
entitled to vote, including the election of directors and other significant
corporate actions.  Because of their stock ownership and other
relationships with us, Mr. Chaney and Mr. Rapp will be in a position to
greatly influence the election of our board of directors, and thus control our
affairs.




There
may not be an active market for shares of our common stock, which may cause our
shares to trade at a discount and may make it difficult for you to sell your
shares.




Our
common stock is listed on the Over-the-Counter Bulletin Board market, which is
viewed by most investors as a less desirable, and less liquid,
marketplace.  There was no active public market for our common stock
prior to July 1, 2008.  Since that date, trading in our common stock
has been somewhat limited.  There can be no assurance that an active
trading market for our common stock will develop and continue.  As a
result, you may find it more difficult to purchase, dispose of and obtain
accurate quotations as to the value of our common stock.




In
addition, since the trading price of our common stock is less than $5.00 per
share, trading in our common stock is also subject to the requirements of Rule
15g-9 of the Exchange Act.  Our common stock is also considered a
penny stock under the Securities Enforcement Remedies and Penny Stock Reform Act
of 1990, which defines a penny stock, generally, as any equity security not
traded on an exchange or quoted on the Nasdaq SmallCap Market that has a market
price of less than $5.00 per share.  Under Rule 15g-9, brokers who
recommend our common stock to persons who are not established customers and
accredited investors, as defined in the Exchange Act, must satisfy special sales
practice requirements, including requirements that they:




·
            make
      an individualized written suitability determination for the purchaser;
      and




·
            receive
      the purchaser’s written consent prior to the
  transaction.




The
Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also requires
additional disclosures in connection with any trades involving a penny stock,
including the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated with that
market.  Such requirements may severely limit the market liquidity of
our common stock and the ability of purchasers of our equity securities to sell
their securities in the secondary market.  For all of these reasons,
an investment in our equity securities may not be attractive to potential
investors.




Our
stock could be subject to volatility.




The
market price of our common stock may fluctuate significantly in response to a
number of factors, some of which are beyond our control, including:




•
            actual
      or anticipated fluctuations in our quarterly and annual
      results;




•
            changes
      in market valuations of companies in our
  industry;




•
            announcements
      by us or our competitors of new strategies, significant contracts,
      acquisitions, strategic relationships, joint ventures, capital commitments
      or other material developments that may affect our
    prospects;




•
            shortfalls
      in our operating results from levels forecasted by securities
      analysts;




•
            additions
      or departures of our key personnel;




•
            sales
      of our capital stock in the future;




•
            liquidity
      or cash flow constraints; and




•
            fluctuations
      in stock market prices and volume, which are particularly common for the
      securities of highly volatile companies pursuing untested
      strategies.




5


RISK
FACTORS RELATING TO OUR OPERATIONS




We
cannot predict our future results because we have a very limited operating
history.




We were
incorporated in October 2006.  Our predecessor was formed in
January 2005.  To date, we have only realized limited licensing
revenues from operations.  Given our limited operating history, it
will be difficult for you to evaluate our performance or
prospects.  You should consider the uncertainties that we may
encounter as an early stage company. These uncertainties include:




•
            our
      ability to market and sell our new software product for a profit, if at
      all;




•
            our
      ability to recruit and retain skilled personnel;
  and




•
            our
      unproven and evolving business
model.




If we are
not able to address successfully some or all of these uncertainties, we may not
be able to expand our business, compete effectively or achieve
profitability.




We
are currently in the development stage and have had minimal operations, with
operating losses, and as a result, our auditors’ report contains a statement
that our lack of operations and limited working capital raise substantial doubt
about our ability to continue as a going concern.




We are
currently a development stage company, with limited operations.  We
have incurred operating losses since our inception, including net losses of
$630,850 and $566,810 for the years ended December 31, 2008 and 2007,
respectively, and we expect to continue to incur losses for the foreseeable
future.  As of December 31, 2008, we had an accumulated deficit of
$1,642,816, cash and cash equivalents of $209,378 and a working capital deficit
of $295,708.  To date, we have funded our operations principally through
the sale of our stock and promissory notes, as well as contributions of capital
to our predecessor.  We anticipate that our operating expenses will
increase substantially in the foreseeable future as we increase our sales and
marketing activities, and continue to develop our technology, products and
services.  We will need to generate significant revenues to achieve
profitability, and we cannot assure you that we will ever realize revenues at
such levels.  We also expect to incur product development, sales and
marketing and administrative expenses significantly in excess of our revenues
after costs, and, as a result, we expect to continue to incur losses for the
foreseeable future.  If we do achieve profitability in any period, we may
not be able to sustain or increase our profitability on a quarterly or annual
basis.




As a result, our independent certified
public accountants have stated in their report included elsewhere in this report
that we have minimal operations and limited working capital that raise
substantial doubt about our ability to continue as a going concern.  This
going concern paragraph could adversely impact our future financing activities
and our ability to sell our products, and there are no assurances that we will
have sufficient funds to execute our intended business plan or generate positive
operational results.





Undetected
errors or failures in our software could result in loss or delay in the market
acceptance for our products or lost sales.




Because
our software products and the environments in which they operate are complex,
our software may contain errors that can be detected at any point in their
lifecycle.  While we continually test our products for errors, errors in
our products may be found in the future even after our products have been
commercially introduced.  Detection of any significant errors may result
in, among other things, loss of, or delay in, market acceptance and sales of our
products, diversion of development resources, injury to our reputation,
increased service and warranty costs, license terminations or renegotiations or
costly litigation.  Additionally, because our products support or rely on
other systems and applications, any software errors or bugs in these systems or
applications may result in errors in the performance of our software, and it may
be difficult or impossible to determine where the error resides.




6


We
will not be able to develop or continue our business if we fail to attract and
retain key personnel.




Our
future success depends on our ability to attract, hire, train and retain a
number of highly skilled employees and on the service and performance of our
senior management and other key personnel.  The loss of the services
of our executive officers or other key employees could adversely affect our
business.  Competition for qualified personnel possessing the skills
necessary to implement our strategy is intense, and we may fail to attract or
retain the employees necessary to execute our business model
successfully.  Because our common stock is not traded on a recognized
national market, we may have a more difficult time in attracting and retaining
the employees we need.  Moreover, we do not have “key person” life
insurance policies covering any of our employees.




Our
success will depend to a significant degree upon the continued contributions of
our key management, engineering and other personnel, many of whom would be
difficult to replace.  In particular, we believe that our future
success is highly dependent on Russell Chaney, our chief executive officer, and
Shane Rapp, our president.  If Mr. Chaney, Mr. Rapp or other key
members of our management team leaves our employment, our business could fail,
and the share price of our common stock would likely
decline.  Although we have entered into an employment agreement with
both Mr. Chaney and Mr. Rapp, either may voluntarily terminate his services
at any time.




World
events outside of our control may negatively affect our operations and financial
condition.




World
events beyond our control, such as the current global recession, the terrorist
attacks on the United States on September 11, 2001, and the continuing
response of the United States to these attacks, as well as the threat of future
terrorist attacks, continue to cause uncertainty in the world financial markets
and may affect our business, results of operations and financial
condition.  The current conflicts in Iraq and Afghanistan and the
potential of conflict with Iran and other rogue states may lead to additional
acts of terrorism and armed conflict around the world, which may contribute to
further economic instability in the global financial markets.  These
uncertainties could also have a material adverse effect on our ability to obtain
additional financing on acceptable terms, if at all.




World
events may also negatively affect our operations and financial
condition.  Future terrorist attacks or other events could result in
increased volatility of the financial markets in the United States and globally,
and could result in an economic recession in the United States or the
world.  Any of these occurrences could have a material adverse impact
on the value of broadcasting properties, including our interests in such
properties.




Our
management has determined thatthere was a material
weakness in our internal control over financial reporting as of December 31,
2008 and, therefore, there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis.




Our
management is responsible for establishing and maintaining effective internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under
the Exchange Act.  As of December 31, 2008, our internal control over
financial reporting was designed to provide reasonable assurance regarding the
preparation and fair presentation of published financial statements in
accordance with United State’s generally accepted accounting principles (GAAP),
including those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP and that receipts and expenditures
are being made only in accordance with authorizations of our management and
directors, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on the financial statements.




7


Based
upon its evaluation, our management concluded that there was a material weakness
in our internal control over financial reporting as of December 31,
2008.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the issuer’s
annual or interim financial statements will not be prevented or detected on a
timely basis.  The material weakness related to the lack of monitoring
or review of work performed by our management and lack of segregation of
duties.  As of December 31, 2008, in the preparation of audited
financial statements, footnotes and financial data all of our financial
reporting was carried out by a small group of individuals, our principal
financial officer did not have a financial background and we did not have an
audit committee to monitor and review the work performed.  The lack of
segregation of duties resulted from lack of accounting staff with accounting
technical expertise necessary for an effective system of internal
control.  As a result, there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be
prevented or detected on a timely basis in the future.




Because
we do not have an audit or compensation committee, stockholders must rely on the
entire board of directors, only two members of which are independent, to perform
these functions.




We do not
have an audit or compensation committee comprised of independent
directors.  All of the functions of the audit committee and the
compensation committee are currently performed by the board of directors as a
whole.  None of our two directors are considered
independent.  Thus, there is a potential conflict in that board
members who are part of management will participate in discussions concerning
management compensation and audit issues that may affect management
decisions.




We
will incur increased costs and may have difficulty attracting and retaining
qualified directors and executive officers as a result of being a public
company.




As a
public company, we will incur significant legal, accounting, reporting and other
expenses that our predecessor did not incur as a private company.  We also
anticipate that we will incur costs associated with corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002, as
well as related rules implemented by the Securities and Exchange Commission.
 We expect these rules and regulations to increase legal and financial
compliance costs and to make some activities more time-consuming and costly.
 We also expect these new rules and regulations may make it more difficult
and more expensive for us to obtain director and officer liability insurance,
which we do not currently have, and we may be required to accept reduced policy
limits and coverage or incur substantially higher costs than desired to obtain
coverage.  As a result, we may experience difficulty attracting and
retaining qualified individuals to serve on our board of directors or as our
executive officers.  We cannot predict or estimate the amount of additional
costs that we may incur as a result of these requirements or the timing of such
costs.




ITEM 1B.UNRESOLVED STAFF COMMENTS




Not
applicable.




8


ITEM2.
            PROPERTIES




Our
principal properties consist of (i) our headquarters located in a facility
leased from our Chief Executive Officer (approximately 3,700 square feet) at
2010 F.M. 2673, Canyon Lake, Texas 78133, and (ii) another facility leased from
a third party (approximately 3,000 square feet) at 2045 F.M. 2673, Canyon Lake,
Texas 78133.  Both facilities are subject to short term
leases.  We believe that our present facilities are adequate for our
current needs.




ITEM 3.
            LEGAL
      PROCEEDINGS




From time
to time, we may be involved in litigation relating to claims against us arising
out of our operations in the normal course of business.  At this time,
we are not involved in any legal proceedings that our management currently
believes would be material to our business, financial condition or results of
operations.  To the extent we become involved in any such litigation,
we could be forced to incur material expenses with respect to those legal
proceedings, and in the event there is an outcome in any that is adverse to us,
our financial position and prospects could be harmed.




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




None.




PART II




ITEM 5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASE OF EQUITY SECURITIES




Our
common stock began being quoted on the Over-the-Counter Bulletin Board under the
symbol “COYN” on July 1, 2008.




Prior to
July 1, 2008, our common stock did not trade.  The following table
shows the high and low daily closing sale prices per share of our common stock
on the Over-the Counter Bulletin Board for each quarterly period since our
common stock began trading on July 1, 2008.




Price RangeQuarter
      Ending
              
              High
              
              
              LowSeptember
      30,
      2008
              
              $
              1.35
              
              
              $
              1.00December
      31,
      2008
              
              
              1.20
              
              
              
              0.25March
      31,
      2009
              
              
              0.60
              
              
              
              0.06


As of
March 31, 2009, there were approximately 84 holders of record of our common
stock, and the closing price on the OTC Bulletin Board as of March 31, 2009 was
$0.25.




We have
never declared or paid a dividend on our common stock.  The declaration of
all dividends is within the discretion of our board of directors, which will
review our dividend policy from time to time.  Our board may determine
to retain earnings to finance the growth and development of our
business.




Equity
Compensation Plan Information




As of
December 31, 2008, we did not have any compensation plans under which our equity
securities were authorized for issuance.




9


Recent
Sales of Unregistered Securities




In
October 2008, we issued a total of 1,767,000 shares of our common stock to
certain accredited investors for $0.40 per share, or a total of $706,800, in
cash.  The issuance of the shares of our common stock was exempt from
registration under the Securities Act, pursuant to Section 4(2) of that act
and Regulation D promulgated by the Securities Exchange Commission.




In
November 2008, we issued a total of 74,423,069 shares of our common stock to our
existing security holders upon the exercise of warrants.  The issuance
of the shares was made upon cashless exercise of the warrants.  The
issuance of the common stock upon exercise of the existing warrants was exempt
from registration under the Securities Act pursuant to Section 3(9) of that
act.




ITEM 6.
            SELECTED
      FINANCIAL DATA




Not
Applicable




ITEM 7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




The
following discussion and analysis should be read in conjunction with the section
“Selected Financial Data” and the consolidated financial statements and related
notes included elsewhere in this report.




The
information contained below may be subject to risk factors.  We urge
you to review carefully the section “Risk Factors” above under Item 1A for a
more complete discussion of the risks associated with an investment in our
securities.  See “Special Note on Forward-Looking Statements and Risk
Factors” above under Item 1.




Executive
Overview




Since
January 2005, when our predecessor, PostInk Technology, LP, a Texas limited
partnership, was formed, we have primarily been a provider of software designed
to enhance productivity and quality of work of the public safety
community.  Effective April 25, 2008, we completed a share exchange
with our predecessor.  In the share exchange, the owners of our
predecessor acquired beneficial ownership of approximately 87 percent of our
outstanding common stock.  In addition, in connection with the share
exchange, we changed our name from Global Advance Corporation to COPsync,
Inc.  As a result of the share exchange, for financial accounting
purposes, we treated the share exchange as a purchase of our company by our
predecessor.  Therefore, we have presented the historical financial
statements of our predecessor, for comparison purposes, for all of our reporting
periods prior to the share exchange presented in this prospectus.




We were
incorporated in Delaware on October 23, 2006.  Prior to the share
exchange, our business plan was to develop a commercial application of a
prototype utilizing the design in a patent pending “two-foot operated mouse,”
which is a device intended to provide alternate access to all computer-related
mouse functionality through the use of one’s feet, rather than one’s
hands.  We discontinued this business plan as of September 30,
2008.  We began to focus on the business of our predecessor to develop
software that would not only enhance productivity and quality of work, but
creates a safer work environment, for the public safety community by developing
the first real-time, nationwide public safety information sharing
network.




10


Critical
Accounting Policies and Estimates




Accounting
Method




Our
financial statements are prepared using the accrual method of
accounting.  We have elected a December 31 year-end.




Use
of Estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.




Cash
and Cash Equivalents




We
consider all highly liquid investments with maturities of three months or less
to be cash equivalents.




Property
and Equipment




Property
and equipment is recorded at cost.  Major additions and improvement
are capitalized, while ordinary maintenance and repairs are expensed as
incurred.  The cost and related accumulated depreciation of equipment
retired or sold are removed from the accounts and any differences between the
undercoated amount and the proceeds from the sale are recorded as gain or loss
on sale of equipment.  Depreciation is computed using the
straight-line method over the estimated useful lives of the respective assets,
ranging as follows:




Computer
      hardware
                3
      yearsComputer
      software
                3
      yearsFleet
      vehicles
                5
      yearsFurniture
      and fixtures
                5
      to 7 years





Software
Development Costs




We
capitalize software development costs in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 86, “Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed,” under which certain
software development costs incurred subsequent to the establishment of
technological feasibility may be capitalized and amortized over the estimated
lives of the related products.  We determine technological feasibility
to be established upon completion of (1) product design, (2) detail program
design, (3) consistency between product and program design and (4) review of
detail program design to ensure that high risk development issues have been
resolved.  Upon the general release of the product to customers,
development costs for that product are amortized over periods not exceeding
three years, based on the estimated economic life of the product.




Fair
Value of Financial Instruments




The fair
value of our assets and liabilities approximate the carrying value based on
their effective interest rates compared to current market prices.




11


Revenue
Recognition




We are in
the development stage and just recently began to realize licensing revenues from
operations.  We apply the provisions of SEC Staff Accounting Bulletin
(“SAB”) No. 104, Revenue Recognition in Financial Statements (“SAB 104”), which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC.  The SAB 104 outlines the
basic criteria that must be met to recognize the revenue and provides guidance
for disclosure related to revenue recognition policies.  In general,
we recognize revenue related to licensing fees when (i) persuasive evidence of
an arrangement exists, (ii) delivery has occurred or services have been
rendered, (iii) the fee is fixed or determinable and (iv) collectability is
reasonably assured.




Income
Taxes




We
account for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the bases of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences. We maintain a valuation allowance with
respect to deferred tax assets.




We
establish a valuation allowance based upon the potential likelihood of realizing
the deferred tax asset and taking into consideration our financial position and
results of operations for the current period.  Future realization of
the deferred tax benefit depends on the existence of sufficient taxable income
within the carryforward period under the Federal tax laws.




Changes
in circumstances, such as us generating taxable income, could cause a change in
judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.




On
January 1, 2007, we adopted Financial Standards Board Interpretation No. 48,
Accounting for Uncertainty in
Income Taxes – An Interpretation of FASB Statement No. 109 (FIN
48).  FIN 48 requires a company to determine whether it is more likely
than not that a tax position will be sustained upon examination based upon the
technical merits of the position.  If the more-likely-than-not
threshold is met, a company must measure the tax position to determine the
amount to recognize in the financial statements.  As a result of the
implementation of FIN 48, we performed a review of our material tax positions in
accordance with and measurement standards established by FIN 48.  At
the adoption date of January 1, 2007, we had no unrecognized tax benefit which
would affect the effective tax rate if recognized.  There has been no
significant change in the unrecognized tax benefit during the years ended
December 31, 2007 or 2008.  We also estimate that the unrecognized tax
benefit will not change significantly within the next twelve
months.




As we
have significant net operating loss carry forwards, even if certain of our tax
positions were disallowed, it is not foreseen that we would have to pay any
taxes in the near future.  Consequently, we do not calculate the
impact of interest or penalties on amounts that might be
disallowed.




We file
income tax returns in the U.S. federal and Texas jurisdictions.  With
few exceptions, we are no longer subject to U.S. federal, state and local tax
authorities for years before 2002.




From
inception through December 31, 2008, we incurred net losses and, therefore, had
no tax liability.   The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carryforward is approximately $1,643,000 at December 31, 2008,
and will expire in the years 2026 through 2028.




12


Basic
and Fully Diluted Loss Per Share




In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128,
Earnings Per Share, the
computations of basic loss per share of common stock are based on the weighted
average number of common shares outstanding during the period of the financial
statements.




The
computations of basic and fully diluted loss per share of common stock are based
on the weighted average number of common shares outstanding during the period of
the financial statements, plus the common stock equivalents which would arise
from the exercise of stock options and warrants outstanding during the period,
or the exercise of convertible debentures.  Common stock equivalents,
totaling 8,400,000 shares pursuant to the convertible debentures, have not been
included because they are anti-dilutive.




Results
of Operations




Net
Sales




Revenues
for the year ended December 31, 2008 was $3,598, compared to $0 for the year
ended December 31, 2007.  This increase was due to the release of our
product for licensing in the third quarter of 2008.




Operating
Expenses




Total
operating expenses for the year ended December 31, 2008 was $609,428, compared
to $566,810 for the year ended December 31, 2007.  This increase was
due to an increase in depreciation and amortization, primarily because of an
increase in capitalized software development costs, professional fees, as a
result of becoming a publicly reporting company in April of 2008, and other
general and administrative expenses, which was partially offset by a decrease in
salaries and wages.




Other
Income (Expense)




Other
expense for the year ended December 31, 2008 was $24,513, compared to other
expense of $114 for the year ended December 31, 2007.  This increase
was due primarily to an increase in interest expense.




Liquidity
and Capital Resources




As of
December 31, 2008, we had $209,378 in cash and cash equivalents, compared to
$2,772 as of December 31, 2007.  The increase was due primarily to
cash in the amount of $706,800 received for the issuance of common stock in
October 2008.  On December 31, 2008, we had a working capital
deficiency of $295,708, compared to a deficit of $95,107 on December 31,
2007.  The increase in the deficiency was due primarily to an increase
in convertible notes payable, which was offset by the increase in
cash.




In 2008,
we used $512,751 in net cash from operating activities, primarily due to our net
loss, compared to $528,150 used in operating activities in 2007.  In
2008, we also used $592,433 in investing activities, compared to $197,451 used
in 2007.  The increase was primarily due to increased software
development costs.  In the year ended December 31, 2008, we had
$1,311,790 in net cash from financing activities, compared to $631,709 in cash
from financing activities in 2007.  The increase was primarily due to
cash received from the issuance of common stock and convertible notes in
2008.




13


Recently
Issued Accounting Standards




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, including an amendment of FASB Statement
No. 115 (“SFAS 159”), which allows an entity the irrevocable option
to elect fair value for the initial and subsequent measurement for certain
financial assets and liabilities under an instrument-by-instrument election.
Subsequent measurements for the financial assets and liabilities an entity
elects to fair value will be recognized in earnings. SFAS 159 also establishes
additional disclosure requirements. SFAS 159 is effective for fiscal years
beginning after November 15, 2007, with early adoption permitted provided
that the entity also adopts SFAS 157.  The adoption of SFAS 159 did
not have a material impact on our results of operations, financial position, or
cash flow.




In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, Business Combinations, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses.  SFAS 141(R) is effective for all business combinations
with an acquisition date in the first annual period following December 15, 2008;
early adoption is not permitted.  We do not expect the adoption of
SFAS 141(R) to have a material impact on our results of operations, financial
position, or cash flow.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 5” (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the company’s balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and
equity.  SFAS 160 also changes the manner in which the net income of
the subsidiary is reported and disclosed in the controlling company’s income
statement.  SFAS 160 also establishes guidelines for accounting for
changes in ownership percentages and for deconsolidation.  SFAS 160 is
effective for financial statements for fiscal years beginning on or after
December 1, 2008 and interim periods within those years; early adoption is not
permitted.  We do not expect the adoption of SFAS 160 to have a
material impact on our results of operations, financial position, or cash
flow.




In
March 2008, the Financial Accounting Standards Board (FASB) issued SFAS
No. 161, Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes the
disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about how and why an entity uses derivative instruments, how the instruments are
accounted for under SFAS No. 133 and its related interpretations, and how the
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows.  The guidance in SFAS No. 161
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008.  We do not expect the
adoption of SFAS No. 161 to have a material impact on our results of operations,
financial position, or cash flow.




In May of
2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee
Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting
by Insurance Enterprises.  This statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation.  This statement also clarifies how Statement
60 applies to financial guarantee insurance contracts.  This statement is
effective for fiscal years beginning after December 15, 2008.  This
statement has no effect on our financial reporting at this time.




14


In May of
2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  This
statement will require no changes in our financial reporting
practices.




ITEM 7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We do not
use derivative financial instruments to hedge interest rate and foreign currency
exposure.  We do not believe that we have any material exposure to
interest rate risk.  We did not experience a material impact from interest
rate risk during fiscal 2008.




Currently, we
do not have any significant investments in financial instruments for trading or
other speculative purposes, or to manage our interest rate
exposure.




ITEM 8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA




The
consolidated financial statements and supplementary data required by this item
are set forth in Item 15(a) and begin at page F-1 of this report.




ITEM 9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




None.




ITEM 9A.
            CONTROLS
      AND PROCEDURES




Evaluation of Disclosure Controls and
Procedures.




Within
the 90 day period preceding the filing of this annual report on Form 10-K, our
management evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of December 31, 2008.  Based
upon that evaluation, our former management concluded that as of December 31,
2008, our disclosure controls and procedures, subject to the various limitations
on effectiveness set forth below under the heading, “Limitations on the
Effectiveness of Internal Controls,” were effective in ensuring
that (i) information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms and (ii) information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, as appropriate to allow timely
decisions regarding required disclosure.




15


Management’s
Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining effective internal
control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under
the Exchange Act.  As of December 31, 2008, our internal control over
financial reporting was designed to provide reasonable assurance regarding the
preparation and fair presentation of published financial statements in
accordance with United State’s generally accepted accounting principles (GAAP),
including those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP and that receipts and expenditures
are being made only in accordance with authorizations of our management and
directors, and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our assets
that could have a material effect on the financial statements.




Based
upon its evaluation, our management concluded that there was a material weakness
in our internal control over financial reporting as of December 31,
2008.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the issuer’s
annual or interim financial statements will not be prevented or detected on a
timely basis.




The
material weakness related to the lack of monitoring or review of work performed
by our management and lack of segregation of duties.  As of December
31, 2008, in the preparation of audited financial statements, footnotes and
financial data all of our financial reporting was carried out by a small group
of individuals, our principal financial officer did not have a financial
background and we did not have an audit committee to monitor and review the work
performed.  The lack of segregation of duties resulted from lack of
accounting staff with accounting technical expertise necessary for an effective
system of internal control.




Changes
in Internal Control Over Financial Reporting




No change
in our internal control over financial reporting occurred during the quarter
ended December 31, 2008, that materially affected, or was reasonably likely to
materially affect, our internal control over financial reporting.




Limitations
on the Effectiveness of Internal Controls




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our management’s report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report.




ITEM 9B. OTHER INFORMATION




None.




16


PART III




ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Incorporated
herein by reference to our proxy statement for our 2009 Annual Meeting of
Stockholders under the caption “Management- Directors, Executive Officers and
Corporate Governance.”




ITEM 11.
            EXECUTIVE
      COMPENSATION




Incorporated
herein by reference to our proxy statement for our 2009 Annual Meeting of
Stockholders under the caption “Executive Compensation and Other
Information.”




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




Incorporated
herein by reference to our proxy statement for our 2009 Annual Meeting of
Stockholders under the caption “Security Ownership of Certain Beneficial Owners
and Management.”




ITEM 13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




Incorporated
herein by reference to our proxy statement for the our 2009 Annual Meeting of
Stockholders under the caption “Certain Relationships and Related
Transactions.”




ITEM 14.
            PRINCIPAL
      ACCOUNT FEES AND SERVICES




Incorporated
herein by reference to our proxy statement for the our 2009 Annual Meeting of
Stockholders under the caption “Principal Accountant Fees and
Services.”




17


PART IV




ITEM 15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES




(a)           The
following documents are filed as part of this Report:




(1)           Consolidated
Financial Statements:


PageReport
      of Independent Registered Public Accounting
      Firm
              F–2Consolidated
      Balance
      Sheets
              F-3Consolidated
      Statements of
      Operations
              F-5Consolidated
      Statements of Stockholders’
      Equity
              F-6Consolidated
      Statements of Cash
      Flows
              F-7Notes
      to the Consolidated Financial
      Statements
              F-9


(2)           Financial
Statement Schedules:




Schedule
II – Valuation and Qualifying Accounts and Reserves




(3)            Management
Contract or Compensatory Plan:




None of
the Exhibits described on the Index to Exhibits is a management contract or
compensatory plan.




(b)           Exhibits:




See Index to Exhibits.




(d)           Schedules:




See consolidated financial statements
and the accompanying notes.




18


SIGNATURES




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




COPSYNC, INC.Date:
      April 15, 2009
              By:
              /s/ RUSSELL
      CHANEYRussell
      ChaneyChief
      Executive Officer








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




NAME
            
            TITLE
            
            DATE/s/
      RUSSELL CHANEY
            
            
            
            April
      15, 2009Russell
      Chaney
            
            Chief
      Executive Officer and Director
              (Principal
      Executive Officer and Principal Financial Officer)/s/
      SHANE RAPP
            
            
            
            April
      15, 2009Shane
      Rapp
            
            President
      and Director







19


INDEX TO EXHIBITS




Exhibit
              Number
            Description2.1
            Share
      Exchange Agreement dated April 25, 2008 by and between Global Advance
      Corp. and PostInk Technology LP. (Incorporated herein by reference to
      registrant’s Current Report on Form 8-K filed with the Commission on May
      1, 2008).3.1
            Certificate
      of Incorporation (Incorporated by reference to registrants Registration
      Statement on Form SB-2 (Registration No. 333-140320).3.2
            Bylaws
      (Incorporated by reference to registrants Registration Statement on Form
      SB-2 (Registration No. 333-140320).3.3
            Form
      of Common Stock Certificate (Incorporated by reference to registrants
      Registration Statement on Form SB-2 (Registration No.
      333-140320).31.1*
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer.32*
            Section
      1350 Certifications.


___________________




*
            Filed
      herewith.









20


















C O N T E N T SReport of Independent Registered Public Accounting
      Firm
              F-2Consolidated Balance Sheets
              F-3Consolidated Statements of Operations
              F-5Consolidated Statements of Stockholders’
    Equity
              F-6Consolidated Statements of Cash Flows
              F-7Notes to the Consolidated Financial
      Statements
              F-9










F-1




/Letterhead/





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and Shareholders of
 CopSync,
Inc.
  We have
audited the accompanying balance sheet of CopSync, Inc. as of December 31, 2008
and 2007, and the related statements of operations, stockholders’ equity, and
cash flows for the years then ended and the period from inception on January 3,
2005 through December 31, 2008 . These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
  We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CopSync, Inc. at December 31, 2008
and 2007, and the results of its operations and cash flows for the years then
ended and the period from inception on January 3, 2005 through December 31,
2008, in conformity with accounting principles generally accepted in the United
States of America.
  The
accompanying financial statements have been prepared assuming that CopSync, Inc.
will continue as a going concern. As discussed in Note 3 to the financial
statements, CopSync, Inc. has suffered recurring losses from operations, has a
working capital deficit and is dependent of financing to continue operations.
These issues raise substantial doubt about the company’s ability to continue as
a going concern. Management’s plans in regard to these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
   
 
 /s/Chisholm, Bierwolf, Nilson
& Morrill
 Chisholm,
Bierwolf, Nilson & Morrill, LLC
 Bountiful,
UT
 April 14,
2009







F-2





COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Balance SheetsASSETSDecember
      31,2008
                                  
                                  
                                  2007CURRENT
      ASSETSCash
      and cash equivalents (Note 2)
                                  
                                  $
                                  209,378
                                  
                                  
                                  $
                                  2,772Total
      Current Assets
                                  
                                  
                                  209,378
                                  
                                  
                                  
                                  2,772PROPERTY
      AND EQUIPMENT (Note 2)Computer
      hardware
                                  
                                  
                                  43,232
                                  
                                  
                                  
                                  32,835Computer
      software
                                  
                                  
                                  16,669
                                  
                                  
                                  
                                  5,300Fleet
      vehicles
                                  
                                  
                                  51,393
                                  
                                  
                                  
                                  46,124Furniture
      and fixtures
                                  
                                  
                                  45,132
                                  
                                  
                                  
                                  43,698Total
      Property and Equipment
                                  
                                  
                                  156,426
                                  
                                  
                                  
                                  127,957Less:
      Accumulated Depreciation
                                  
                                  
                                  (67,402
                                  )
                                  
                                  
                                  (48,991
                                  )Net
      Property and Equipment
                                  
                                  
                                  89,024
                                  
                                  
                                  
                                  78,966OTHER
      ASSETSSoftware
      development costs, net (Note 2)
                                  
                                  
                                  2,127,296
                                  
                                  
                                  
                                  1,627,335Lease
      security deposit
                                  
                                  
                                  750
                                  
                                  
                                  
                                  750Patent
      costs
                                  
                                  
                                  -
                                  
                                  
                                  
                                  15,560Total
      Other Assets
                                  
                                  
                                  2,128,046
                                  
                                  
                                  
                                  1,643,645TOTAL
      ASSETS
                                  
                                  $
                                  2,426,448
                                  
                                  
                                  $
                                  1,725,383










The
accompanying notes are an itnegral part of these consolidated financial
statements.
 F-3




COPSYNC,
      INC.(A
      Development Stage Company)Consolidated
      Balance Sheets (Continued)LIABILITIES AND STOCKHOLDERS'
      EQUITYDecember
      31,2008
                                    
                                    
                                    2007CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                    
                                    $
                                    77,633
                                    
                                    
                                    $
                                    58,015Note
      payable - related party (Note 5)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    33,000Convertible
      note payable - related party (Note 6)
                                    
                                    
                                    420,000
                                    
                                    
                                    
                                    -Notes
      payable, current portion (Note 4)
                                    
                                    
                                    7,453
                                    
                                    
                                    
                                    6,864Total
      Current Liabilities
                                    
                                    
                                    505,086
                                    
                                    
                                    
                                    97,879LONG-TERM
      LIABILITIESNotes
      payable (Note 4)
                                    
                                    
                                    24,592
                                    
                                    
                                    
                                    32,824Total
      Long-Term Liabilities
                                    
                                    
                                    24,592
                                    
                                    
                                    
                                    32,824Total
      Liabilities
                                    
                                    
                                    529,678
                                    
                                    
                                    
                                    130,703COMMITMENTS
      AND CONTINGENCIES (Note 10)STOCKHOLDERS'
      EQUITYSeries
      A Preferred stock, par value $0.0001 per share,1,000,000
      shares authorized; 100,000 shares issuedand
      outstanding
                                    
                                    
                                    10
                                    
                                    
                                    
                                    10Common
      stock, par value $0.0001 per share,500,000,000
      shares authorized; 120,273,001 sharesand
      99,423,074 issued and outstanding, respectively
                                    
                                    
                                    12,027
                                    
                                    
                                    
                                    9,942Additional
      paid-in-capital
                                    
                                    
                                    3,527,549
                                    
                                    
                                    
                                    2,597,201Deficit
      accumulated during the development stage
                                    
                                    
                                    (1,642,816
                                    )
                                    
                                    
                                    (1,012,473
                                    )Total
      Stockholders' Equity
                                    
                                    
                                    1,896,770
                                    
                                    
                                    
                                    1,594,680TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                    
                                    $
                                    2,426,448
                                    
                                    
                                    $
                                    1,725,383





The
accompanying notes are an integral part of these consoldiated financial
statements.
 F-4





COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Statements of OperationsFor
      the Years Ended
                                                                                
                                                                                
                                                                                CumulativeDecember
      31,
                                                                                
                                                                                
                                                                                From2008
                                                                                
                                                                                
                                                                                2007
                                                                                
                                                                                
                                                                                InceptionLICENSE
      FEE REVENUES
                                                                                
                                                                                $
                                                                                3,598
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                3,598OPERATING
      EXPENSESDepreciation
      and amortization
                                                                                
                                                                                
                                                                                82,414
                                                                                
                                                                                
                                                                                
                                                                                20,554
                                                                                
                                                                                
                                                                                
                                                                                131,405Professional
      fees
                                                                                
                                                                                
                                                                                117,414
                                                                                
                                                                                
                                                                                
                                                                                21,058
                                                                                
                                                                                
                                                                                
                                                                                163,876Salaries
      and wages
                                                                                
                                                                                
                                                                                206,873
                                                                                
                                                                                
                                                                                
                                                                                397,926
                                                                                
                                                                                
                                                                                
                                                                                891,686Rent
                                                                                
                                                                                
                                                                                28,175
                                                                                
                                                                                
                                                                                
                                                                                28,710
                                                                                
                                                                                
                                                                                
                                                                                85,393Other
      general and administrative
                                                                                
                                                                                
                                                                                174,552
                                                                                
                                                                                
                                                                                
                                                                                98,562
                                                                                
                                                                                
                                                                                
                                                                                373,263Total
      Operating Expenses
                                                                                
                                                                                
                                                                                609,428
                                                                                
                                                                                
                                                                                
                                                                                566,810
                                                                                
                                                                                
                                                                                
                                                                                1,645,623LOSS
      BEFORE OTHER INCOME (EXPENSE)
                                                                                
                                                                                
                                                                                (605,830
                                                                                )
                                                                                
                                                                                
                                                                                (566,810
                                                                                )
                                                                                
                                                                                
                                                                                (1,642,025
                                                                                )OTHER
      INCOME (EXPENSE)Interest
      income
                                                                                
                                                                                
                                                                                1,199
                                                                                
                                                                                
                                                                                
                                                                                392
                                                                                
                                                                                
                                                                                
                                                                                17,626Other
      income
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                7,801Interest
      expense
                                                                                
                                                                                
                                                                                (25,712
                                                                                )
                                                                                
                                                                                
                                                                                (506
                                                                                )
                                                                                
                                                                                
                                                                                (26,218
                                                                                )Total
      Other Income (Expense)
                                                                                
                                                                                
                                                                                (24,513
                                                                                )
                                                                                
                                                                                
                                                                                (114
                                                                                )
                                                                                
                                                                                
                                                                                (791
                                                                                )NET
      LOSS
                                                                                
                                                                                $
                                                                                (630,343
                                                                                )
                                                                                
                                                                                $
                                                                                (566,924
                                                                                )
                                                                                
                                                                                $
                                                                                (1,642,816
                                                                                )LOSS
      PER COMMON SHARE - BASIC & DILUTED
                                                                                
                                                                                $
                                                                                (0.01
                                                                                )
                                                                                
                                                                                $
                                                                                (0.01
                                                                                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC &
      DILUTED
                                                                                
                                                                                
                                                                                112,669,755
                                                                                
                                                                                
                                                                                
                                                                                99,423,074





The
accompanying notes are an integral part of these consoldiated financial
statements.
 F-5




COPSYNC,
      INC(A
      Development Stage Company)Consolidated Statements of Stockholders'
EquityPreferred
      Stock
                                                                
                                                                
                                                                Common
      Stock
                                                                
                                                                
                                                                Additional
                                                                
                                                                
                                                                AccumulatedShares
                                                                
                                                                
                                                                Amount
                                                                
                                                                
                                                                Shares
                                                                
                                                                
                                                                Amount
                                                                
                                                                
                                                                Paid-in
      Capital
                                                                
                                                                
                                                                DeficitBalance,
      December 31, 2006
                                                                
                                                                
                                                                100,000
                                                                
                                                                
                                                                $
                                                                10
                                                                
                                                                
                                                                
                                                                99,423,074
                                                                
                                                                
                                                                $
                                                                9,942
                                                                
                                                                
                                                                $
                                                                1,998,180
                                                                
                                                                
                                                                $
                                                                (445,549
                                                                )Capital
      contributions
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                599,021
                                                                
                                                                
                                                                
                                                                -Net
      loss for the year endedDecember
      31, 2007
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (566,924
                                                                )Balance,
      December 31, 2007
                                                                
                                                                
                                                                100,000
                                                                
                                                                
                                                                
                                                                10
                                                                
                                                                
                                                                
                                                                99,423,074
                                                                
                                                                
                                                                
                                                                9,942
                                                                
                                                                
                                                                
                                                                2,597,201
                                                                
                                                                
                                                                
                                                                (1,012,473
                                                                )Reverse
      merger adjustment (Note 1)
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                18,361,247
                                                                
                                                                
                                                                
                                                                1,836
                                                                
                                                                
                                                                
                                                                (1,836
                                                                )
                                                                
                                                                
                                                                -Common
      stock issued for cash inprivate
      placements at $0.35 per share
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                771,680
                                                                
                                                                
                                                                
                                                                77
                                                                
                                                                
                                                                
                                                                270,011
                                                                
                                                                
                                                                
                                                                -Common
      stock issued for cash inprivate
      placements at $0.40 per share
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,267,000
                                                                
                                                                
                                                                
                                                                127
                                                                
                                                                
                                                                
                                                                506,673
                                                                
                                                                
                                                                
                                                                -Common
      stock issued for cash inprivate
      placements at $0.35 per share
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                398,571
                                                                
                                                                
                                                                
                                                                40
                                                                
                                                                
                                                                
                                                                137,505
                                                                
                                                                
                                                                
                                                                -Common
      stock issued in lieu of relatedparty
      notes payable at $0.35 per share
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                51,429
                                                                
                                                                
                                                                
                                                                5
                                                                
                                                                
                                                                
                                                                17,995
                                                                
                                                                
                                                                
                                                                -Net
      loss for the year endedDecember
      31, 2008
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (630,343
                                                                )Balance,
      December 31, 2008
                                                                
                                                                
                                                                100,000
                                                                
                                                                
                                                                $
                                                                10
                                                                
                                                                
                                                                
                                                                120,273,001
                                                                
                                                                
                                                                $
                                                                12,027
                                                                
                                                                
                                                                $
                                                                3,527,549
                                                                
                                                                
                                                                $
                                                                (1,642,816
                                                                )


The
accompanying notes are an integral part of these consoldiated financial
statements.
 F-6





COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Statements of Cash FlowsFor
      the Years Ended
                                                                        
                                                                        
                                                                        CumulativeDecember
      31,
                                                                        
                                                                        
                                                                        From2008
                                                                        
                                                                        
                                                                        2007
                                                                        
                                                                        
                                                                        InceptionCASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                                                        
                                                                        $
                                                                        (630,343
                                                                        )
                                                                        
                                                                        $
                                                                        (566,924
                                                                        )
                                                                        
                                                                        $
                                                                        (1,642,816
                                                                        )Adjustments
      to reconcile net loss to net cash usedin
      operating activities:Depreciation
      and amortization
                                                                        
                                                                        
                                                                        82,414
                                                                        
                                                                        
                                                                        
                                                                        20,554
                                                                        
                                                                        
                                                                        
                                                                        131,405Write-off
      of patent costs
                                                                        
                                                                        
                                                                        15,560
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        15,560Change
      in operating assets and liabilities:Lease
      security deposit
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (750
                                                                        )Accounts
      payable and accrued expenses
                                                                        
                                                                        
                                                                        19,618
                                                                        
                                                                        
                                                                        
                                                                        18,220
                                                                        
                                                                        
                                                                        
                                                                        67,598Net
      Cash Used in Operating Activities
                                                                        
                                                                        
                                                                        (512,751
                                                                        )
                                                                        
                                                                        
                                                                        (528,150
                                                                        )
                                                                        
                                                                        
                                                                        (1,429,003
                                                                        )CASH
      FLOWS FROM INVESTING ACTIVITIESSoftware
      development costs
                                                                        
                                                                        
                                                                        (563,964
                                                                        )
                                                                        
                                                                        
                                                                        (184,734
                                                                        )
                                                                        
                                                                        
                                                                        (1,224,643
                                                                        )Purchases
      of property and equipment
                                                                        
                                                                        
                                                                        (28,469
                                                                        )
                                                                        
                                                                        
                                                                        (12,717
                                                                        )
                                                                        
                                                                        
                                                                        (116,426
                                                                        )Net
      Cash Used in Investing Activities
                                                                        
                                                                        
                                                                        (592,433
                                                                        )
                                                                        
                                                                        
                                                                        (197,451
                                                                        )
                                                                        
                                                                        
                                                                        (1,341,069
                                                                        )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
                                                                        
                                                                        
                                                                        914,433
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        914,433Payments
      on notes payable
                                                                        
                                                                        
                                                                        (7,643
                                                                        )
                                                                        
                                                                        
                                                                        (312
                                                                        )
                                                                        
                                                                        
                                                                        (7,955
                                                                        )Capital
      contributions
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        599,021
                                                                        
                                                                        
                                                                        
                                                                        1,634,972Payments
      on notes from related parties -directors
      and stockholders
                                                                        
                                                                        
                                                                        (15,000
                                                                        )
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (15,000
                                                                        )Proceeds
      received on notes and convertible notes
                                                                        
                                                                        
                                                                        420,000
                                                                        
                                                                        
                                                                        
                                                                        33,000
                                                                        
                                                                        
                                                                        
                                                                        453,000Loans
      from related parties - former directors andstockholders
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        39,800Payment
      of loans from related parties - formerdirectors
      and stockholders
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (39,800
                                                                        )Loan
      from third-party entity related to consultant
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        15,000Repayment
      of loan from third-party entity relatedto
      consultant
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (15,000
                                                                        )Net
      Cash Provided by Financing Activities
                                                                        
                                                                        
                                                                        1,311,790
                                                                        
                                                                        
                                                                        
                                                                        631,709
                                                                        
                                                                        
                                                                        
                                                                        2,979,450NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                        
                                                                        
                                                                        206,606
                                                                        
                                                                        
                                                                        
                                                                        (93,892
                                                                        )
                                                                        
                                                                        
                                                                        209,378CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                        
                                                                        
                                                                        2,772
                                                                        
                                                                        
                                                                        
                                                                        96,664
                                                                        
                                                                        
                                                                        
                                                                        -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                                                        
                                                                        $
                                                                        209,378
                                                                        
                                                                        
                                                                        $
                                                                        2,772
                                                                        
                                                                        
                                                                        $
                                                                        209,378





The
accompanying notes are an integral part of these consoldiated financial
statements.
 F-7





COPSYNC,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Continued)For
      the Years Ended
                                                                          
                                                                          
                                                                          CumulativeDecember
      31,
                                                                          
                                                                          
                                                                          From2008
                                                                          
                                                                          
                                                                          2007
                                                                          
                                                                          
                                                                          InceptionSUPPLEMENTAL
      DISCLOSURES:Cash
      paid for interest
                                                                          
                                                                          $
                                                                          3,160
                                                                          
                                                                          
                                                                          $
                                                                          506
                                                                          
                                                                          
                                                                          $
                                                                          3,666Cash
      paid for taxes
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Purchase
      of fleet vehicles financed by notes payable
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          40,000
                                                                          
                                                                          
                                                                          $
                                                                          40,000Contribution
      of services - capitalized to softwaredevelopment
      costs
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          966,656Common
      stock issued in lieu of notes payable
                                                                          
                                                                          $
                                                                          18,000
                                                                          
                                                                          
                                                                          $
                                                                          -
                                                                          
                                                                          
                                                                          $
                                                                          18,000





The
accompanying notes are an integral part of these consoldiated financial
statements.
 F-8
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007





NOTE 1 -        NATURE OF
ORGANIZATION





COPsync,
Inc. (formerly, Global Advance Corporation) (“the Company”), which was
incorporated on October 23, 2006 in Delaware, is in the development stage and
has not commenced significant operations.  On March 20, 2008, the
stockholders of the Company approved an amendment to the Articles of
Incorporation to change its name from Global Advance Corporation to COPsync,
Inc. This amendment was filed on April 24, 2008.





The
Company operates as a software provider that not only enhances productivity and
quality of work, but creates a safer work environment for the public safety
community by developing the first real-time, nationwide public safety
information sharing network.





On April
17, 2008, the Company amended its Articles of Incorporation to increase its
authorized shares from 50,000,000 to 500,000,000, implement a 15-for-1 forward
stock split, and authorize 1,000,000 Series A Preferred Stock, par value
$0.0001. The accompanying consolidated financial statements and related notes
thereto have been adjusted accordingly to reflect this forward stock
split.





Effective
April 25, 2008, the Company entered into a share exchange agreement with PostInk
Technology, LP and RSIV, LLC (collectively “PostInk”) for 100% of the interests
in PostInk. On the closing date, the Company issued 25,000,005 shares (post
forward stock split) of its common stock, 100,000 shares of its Series A
Preferred Shares, and warrants to purchase 74,423,069 shares (post forward stock
split) of common stock, in exchange for 100% of PostInk.  The Company
also cancelled 29,388,750 shares held by its existing stockholders.





The
shares issued in the acquisition resulted in the owners of PostInk having
operating control of the Company immediately following the acquisition, as
PostInk exercises control over a majority of the Company’s
shares.  Therefore, this acquisition has been accounted for in the
accompanying consolidated financial statements as a reverse acquisition, with
PostInk becoming a wholly-owned subsidiary of the Company.  These
consolidated financial statements represent a continuation of PostInk, not
COPsync, Inc. (formerly, Global Advance Corporation), the legal parent
company.  PostInk is treated as the parent company for accounting
purposes and COPsync, Inc. is the parent company for legal purposes. The
historical financial statements presented are those of PostInk rather than
COPsync, Inc.





NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES





a.      Accounting
Method





The
Company’s consolidated financial statements are prepared using the accrual
method of accounting.  The Company has elected a December 31
year-end.





b.      Cash
and Cash Equivalents





The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.






F-9
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES (Continued)





c.      Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.





d.      Property
and Equipment





Property
and equipment is recorded at cost.  Major additions and improvement
are capitalized, while ordinary maintenance and repairs are expensed as
incurred.  The cost and related accumulated depreciation of equipment
retired or sold are removed from the accounts and any differences between the
undepreciated amount and the proceeds from the sale are recorded as gain or loss
on sale of equipment.  Depreciation is computed using the
straight-line method over the estimated useful lives of the respective assets,
ranging as follows:




Computer
      hardware
              3 yearsComputer
      software
              3 years
              3
      yearsFleet
      vehicles
              5 yearsFurniture
      and fixtures
              5 to 7 years


Depreciation
expense on property and equipment was $18,411 and $20,554 for the years ended
December 31, 2008 and 2007, respectively.





e.      Software
Development Costs





The
Company capitalizes software development costs in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 86, “Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed,” under which certain
software development costs incurred subsequent to the establishment of
technological feasibility may be capitalized and amortized over the estimated
lives of the related products. The Company determines technological feasibility
to be established upon completion of (1) product design, (2) detail program
design, (3) consistency between product and program design and (4) review of
detail program design to ensure that high risk development issues have been
resolved. Upon the general release of the product to customers, development
costs for that product are amortized over periods not exceeding three years,
based on the estimated economic life of the product. Capitalized software
development costs, net of accumulated amortization, amounted to $2,127,296 and
$1,627,335 at December 31, 2008 and 2007, respectively.





These
costs were not amortized during 2007 because revenue generating activities have
not yet commenced.  Amortization expense, however, for the year ended
December 31, 2008 was $64,003.







F-10
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES (Continued)










Financial
instruments that potentially subject the Company to concentrations of credit
risks consist of cash and cash equivalents.  The Company places its
cash and cash equivalents at well known quality financial
institutions.  Cash and cash equivalents at banks are insured by the
Federal Deposit Insurance Corporation (FDIC) for up to $250,000.  The
Company did not have any cash or cash equivalents in excess of this amount at
December 31, 2008 and 2007.





g.      Fair
Value of Financial Instruments





The
Company follows Statement of Financial Standard (“SFAS”) No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This Statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. The adoption
of SFAS 157 did not have an impact on the Company's consolidated financial
statements.  Due to their short-term nature, the carrying value of the
Company’s current financial assets and liabilities approximates their fair
values.  The fair value of the Company’s borrowings, if recalculated
based on current interest rates, would not significantly differ from the
recorded amounts.





h.      Revenue
Recognition





The
Company is in the development stage and just recently began to realize licensing
revenues from operations.  The Company applies the provisions of SEC
Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition in Financial
Statements (“SAB 104”), which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements filed with the
SEC.  The SAB 104 outlines the basic criteria that must be met to
recognize the revenue and provides guidance for disclosure related to revenue
recognition policies.  In general, the Company recognizes revenue
related to licensing fees when (i) persuasive evidence of an arrangement exists,
(ii) delivery has occurred or services have been rendered, (iii) the fee is
fixed or determinable and (iv) collectibility is reasonably
assured.





i.      Income
Taxes





The
Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for
Income Taxes” (“SFAS No. 109”).  Under SFAS No. 109, deferred tax
assets and liabilities are determined based on temporary differences between the
bases of certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences. The Company maintains a valuation
allowance with respect to deferred tax assets.











F-11
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-       SUMMARY OF SIGNFICANT ACCOUNTING
POLICIES (Continued)





i.      Income
Taxes (Continued)





The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current
period.  Future realization of the deferred tax benefit depends on the
existence of sufficient taxable income within the carryforward period under the
Federal tax laws.





Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.





On
      January 1, 2007, the Company adopted Financial Standards Board
      Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes – An Interpretation of FASB Statement No. 109 (FIN
      48).  FIN 48 requires a company to determine whether it is more
      likely than not that a tax position will be sustained upon examination
      based upon the technical merits of the position.  If the
      more-likely-than-not threshold is met, a company must measure the tax
      position to determine the amount to recognize in the financial
      statements.  As a result of the implementation of FIN 48, the
      Company performed a review of its material tax positions in accordance
      with and measurement standards established by FIN 48.  At the
      adoption date of January 1, 2007, the Company had no unrecognized tax
      benefit which would affect the effective tax rate if recognized. There has
      been no significant change in the unrecognized tax benefit during the
      years ended December 31, 2007 or 2008.  The Company also
      estimates that the unrecognized tax benefit will not change significantly
      within the next twelve months.





As
      the Company has significant net operating loss carry forwards, even if
      certain of the Company’s tax positions were disallowed, it is not foreseen
      that the Company would have to pay any taxes in the near
      future.  Consequently, the Company does not calculate the impact
      of interest or penalties on amounts that might be
    disallowed.





The
      Company files income tax returns in the U.S. federal and Texas
      jurisdictions.  With few exceptions, the Company is no longer
      subject to U.S. federal, state and local tax authorities for years before
      2002.





From
inception through December 31, 2008, the Company had incurred net losses and,
therefore, had no tax liability.   The net deferred tax asset
generated by the loss carry-forward has been fully reserved.  The
cumulative net operating loss carryforward is approximately $1,643,000 at
December 31, 2008, and will expire in the years 2026 through 2028.





F-12
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007





NOTE 2
-       SUMMARY OF SIGNFICANT ACCOUNTING
POLICIES (Continued)





i.      Income
Taxes (Continued)





The
deferred tax asset and the valuation account are as follows at December 31, 2008
and 2007, respectively:




December
      31,2008
                                            
                                            
                                            2007NOL
      carryforward
                                            
                                            $
                                            558,600
                                            
                                            
                                            $
                                            344,300Valuation
      allowance
                                            
                                            
                                            (558,600
                                            )
                                            
                                            
                                            (344,300
                                            )Total
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -


The components of
income tax expense are as follows for the years ended December 31, 2008 and
2007, respectively:




2008
                        
                        
                        2007Current
      income tax expense (benefit):Federal
                        
                        $
                        -
                        
                        
                        $
                        -State
                        
                        
                        -
                        
                        
                        
                        -Current
      tax expense
                        
                        $
                        -
                        
                        
                        $
                        -Deferred
      tax expense (benefit) arising from:Valuation
      allowance
                        
                        $
                        (214,300
                        )
                        
                        $
                        (192,800
                        )Net
      operating loss carryforward
                        
                        
                        214,300
                        
                        
                        
                        192,800Net
      deferred tax assets
                        
                        
                        -
                        
                        
                        
                        -Income
      tax provision
                        
                        $
                        -
                        
                        
                        $
                        -




j.      Basic and
Fully Diluted Loss Per Share





In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128,
Earnings Per Share, the
computations of basic loss per share of common stock are based on the weighted
average number of common shares outstanding during the period of the
consolidated financial statements.





The
computations of basic and fully diluted loss per share of common stock are based
on the weighted average number of common shares outstanding during the period of
the consolidated financial statements, plus the common stock equivalents which
would arise from the exercise of stock options and warrants outstanding during
the period, or the exercise of convertible debentures. Common stock equivalents,
totaling 8,400,000 shares pursuant to the convertible debentures, 15,264,800
shares pursuant to outstanding warrants, and 75,000,000 shares pursuant to the
conversion of preferred shares, have not been included because they are
anti-dilutive.






F-13
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES (Continued)





j.      Basic and
Fully Diluted Loss Per Share (Continued)





Following
is a reconciliation of the loss per share for the years ended December 31, 2008
and 2007, respectively:








For the Years
      Ended
                    December 31,2008
                  
                  
                  2007Net (loss)
      available to common shareholders
                  
                  $
                  (630,343
                  )
                  
                  $
                  (566,924
                  )Weighted
      average shares
                  
                  
                  112,669,755
                  
                  
                  
                  99,423,074Basic and
      fully diluted loss per share (based on weighted average shares)
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.01
                  )















k.
      Newly Adopted Pronouncements





In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities, including an amendment of FASB
      Statement No. 115 (“SFAS 159”), which allows an entity the
      irrevocable option to elect fair value for the initial and subsequent
      measurement for certain financial assets and liabilities under an
      instrument-by-instrument election. Subsequent measurements for the
      financial assets and liabilities an entity elects to fair value will be
      recognized in earnings. SFAS 159 also establishes additional disclosure
      requirements. SFAS 159 is effective for fiscal years beginning after
      November 15, 2007, with early adoption permitted provided that the
      entity also adopts SFAS 157. The adoption of SFAS 159 did not have a
      material impact on the Company’s consolidated results of operations,
      financial position, or cash flow.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, Business Combinations, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses. SFAS 141(R) is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early
adoption is not permitted. The Company does not expect the adoption of SFAS
141(R) to have a material impact on its consolidated results of operations,
financial position, or cash flow.











F-14
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES (Continued)





k.
            Newly
      Adopted Pronouncements (Continued)





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 5” (SFAS 160).
SFAS 160 requires that non-controlling (or minority) interests in subsidiaries
be reported in the equity section of the company’s balance sheet, rather than in
a mezzanine section of the balance sheet between liabilities and equity. SFAS
160 also changes the manner in which the net income of the subsidiary is
reported and disclosed in the controlling company’s income statement. SFAS 160
also establishes guidelines for accounting for changes in ownership percentages
and for deconsolidation. SFAS 160 is effective for financial statements for
fiscal years beginning on or after December 1, 2008 and interim periods within
those years; early adoption is not permitted. The Company does not expect the
adoption of SFAS 160 to have a material impact on its consolidated results of
operations, financial position, or cash flow.





In
March 2008, the Financial Accounting Standards Board (FASB) issued SFAS
No. 161, Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133 ("SFAS No. 161"). SFAS No. 161 changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about how and why an
entity uses derivative instruments, how the instruments are accounted for under
SFAS No. 133 and its related interpretations, and how the instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. The guidance in SFAS No. 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company does not expect the adoption of SFAS No. 161
to have a material impact on its consolidated results of operations, financial
position, or cash flow.





In May of
2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, Accounting for Financial Guarantee
Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting
by Insurance Enterprises.  This statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation.  This statement also clarifies how Statement
60 applies to financial guarantee insurance contracts.  This statement is
effective for fiscal years beginning after December 15, 2008.  This
statement has no effect on the Company’s financial reporting at this
time.







F-15
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 2
-        SUMMARY OF SIGNFICANT
ACCOUNTING POLICIES (Continued)





k.
            Newly
      Adopted Pronouncements (Continued)





In May of
2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  This statement identifies literature
established by the FASB as the source for accounting principles to be applied by
entities which prepare financial statements presented in conformity with
generally accepted accounting principles (GAAP) in the United States.  This
statement is effective 60 days following approval by the SEC of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.  This
statement will require no changes in the Company’s financial reporting
practices.





l.      Principles
of Consolidation





The
consolidated financial statements include the accounts of COPsync, Inc., and its
wholly-owned subsidiary, PostInk Technology, LP.  All material
intercompany accounts and transactions have been eliminated in the
consolidation.





NOTE 3
-       GOING CONCERN





The
Company is currently in the development stage, and has had minimal
operations.  Originally, the business plan of the Company was to
develop a commercial application of a prototype utilizing the design in a patent
pending of a “two-foot operated mouse” which is a device intended to provide
alternate access to all computer-related mouse functionality through the use of
one’s feet, rather than one’s hands. However, during the current year, the
Company discontinued this business plan to focus on developing software that
will not only enhance productivity and quality of work, but creates a safer work
environment for the public safety community by developing the first real-time,
nationwide public safety information sharing network.





The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  The
Company has not currently established revenues significant enough to cover its
operating costs, and as such, has incurred an operating loss since
inception.  Further, as of December 31, 2008, the cash resources of
the Company were insufficient to meet its current business plan, the Company had
negative working capital, and the Company must rely on continuing financing
through the issuance of additional shares of common stock or alternative
financing, in order to sustain operations.  These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern.  The accompanying consolidated financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.








F-16
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 4
-       NOTES PAYABLE





Notes
payable as of December 31, 2008 and 2007 consisted of the
following:




December 
      31,2008
                                          
                                          
                                          2007Notes
      payable to a financing company, interest at 8.25% per annum, payable in
      monthly installments of $818, matures in October 2012,
                                            secured
      by two vehicles.
                                          
                                          $
                                          32,045
                                          
                                          
                                          $
                                          39,688Less:
      current portion
                                          
                                          
                                          (7,453
                                          )
                                          
                                          
                                          (6,864
                                          )Long-term
      portion of notes payable
                                          
                                          $
                                          24,592
                                          
                                          
                                          $
                                          32,824











For
      the Years Ending December 31,2009
                                  
                                  
                                  $
                                  7,4532010
                                  
                                  
                                  
                                  8,0912011
                                  
                                  
                                  
                                  8,7852012
                                  
                                  
                                  
                                  7,7162013
      and thereafter
                                  
                                  
                                  
                                  -Total
                                  
                                  
                                  $
                                  32,045
  NOTE 5
-        NOTE PAYABLE - RELATED
PARTY





During
December 2007, the Company received $33,000 pursuant to a promissory note from a
shareholder/officer.  The amount was due on demand, non-interest
bearing and unsecured.  During the year ended December 31, 2008, the
Company issued a total of 51,429 shares of common stock, valued at $0.35 per
share, in payment of $18,000 of this outstanding note payable.  The
remaining $15,000 was paid back in cash during the year ended December 31,
2008.










F-17
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 6
-        CONVERTIBLE NOTE PAYABLE –
RELATED PARTY





During
the year ended December 31, 2008, the Company received a total of $420,000 from
a related individual pursuant to a convertible note payable. The note bears
interest at 9% per annum, is due on demand, and is convertible into common stock
at $0.05 per share.  Accrued interest on this note payable at December
31, 2008 totaled $22,552.





The
convertible note has been accounted for pursuant to EITF Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, and EITF Issue No. 00-27, Application of EITF Issue No. 98-5
to Certain Convertible Instruments.  Pursuant to the terms of
the convertible note, however, no beneficial conversion feature was recorded for
the year ended December 31, 2008.





NOTE 7
-        STOCK TRANSACTIONS





During
the year ended December 31, 2008, as previously explained, the Company issued a
total of 25,000,005 shares of common stock, warrants to purchase 74,423,069
shares of common stock, and 100,000 shares of Series A preferred shares,
pursuant to a share exchange agreement with PostInk for a 100% interest in
PostInk.  These shares issued have been shown as a retroactive
adjustment to the outstanding shares just prior to the acquisition, pursuant to
reverse acquisition accounting.  In addition, in conjunction with the
share exchange agreement, the Company also granted a total of 15,000,000
warrants to an individual to satisfy a debt previously held by the parent
company, exercisable at $0.05 per share, which expire on April 1,
2012.





Also
during the year ended December 31, 2008, the Company issued a total of 2,437,251
shares of common stock pursuant to various private placements at prices ranging
from $0.35 to $0.40 per share, for total cash proceeds of
$914,433.  Pursuant to these private placements, the Company also
granted a total of 264,800 warrants, exercisable at $0.60 per share, which
expire on March 1, 2010.  In addition, during the year ended December
31, 2008, the Company issued 51,429 shares of common stock in lieu of an
outstanding note payable totaling $18,000, at $0.35 per share.





During
the year ended December 31, 2007, the Company received capital contributions
totaling $599,021.





NOTE 8
-        PREFERRED STOCK





Pursuant
to the share exchange agreement previously discussed in Notes 1 and 7, the
Company issued a total of 100,000 shares of Series A preferred
stock.  Each share of preferred stock is convertible into 750 shares
of common stock, and includes voting rights on a basis of 750 to 1.










F-18
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 9
-        OUTSTANDING
WARRANTS





As
previously discussed, the Company granted 15,000,000 warrants to an individual,
pursuant to the share exchange agreement, which warrants are exercisable at
$0.05 per share, and expire on April 1, 2012.  In addition, pursuant
to certain private placements at $0.40 per share, the Company also granted a
total of 264,800 warrants to the investors, exercisable at $0.60 per share,
which expire on March 1, 2010.  The Company estimates the fair value
of each stock award at the grant date by using the Black-Scholes option pricing
model pursuant to FASB Statement 123R, “Accounting for Stock-Based
Compensation”, which model requires the use of exercise behavior data and the
use of a number of assumptions including volatility of the Company’s stock
price, the weighted average risk-free interest rate, and the weighted average
expected life of the warrants.  Because the Company does not pay
dividends, the dividend rate variable in the Black-Scholes model is
zero.  Under the provisions of SFAS 123R, no value was assigned to the
warrants granted, thus no additional expense was recorded for the year ended
December 31, 2008, under the Black-Scholes option pricing model.





The
Company estimated the fair value of the stock warrants based on the following
weighted average assumptions during 2008:


Risk-free
      interest rate
                1.78%Expected
      life
                18
      monthsExpected
      volatility
                25%Dividend
      yield
                0.0%


A summary
of the status of the Company’s outstanding warrants as of December 31, 2008 and
the changes during the year then ended is presented below:




Shares
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise
                                        PriceOutstanding,
      beginning of period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      n/aGranted
                                      
                                      
                                      15,264,800
                                      
                                      
                                      $
                                      0.06Exercised/Expired/Cancelled
                                      
                                      
                                      -
                                      
                                      
                                      
                                      n/aOutstanding,
      end of period
                                      
                                      
                                      15,264,800
                                      
                                      
                                      $
                                      0.06Outstanding,
      end of period
                                      
                                      
                                      15,264,800
                                      
                                      
                                      $
                                      0.06




As of
December 31, 2008, the following warrants were outstanding:




Warrants
                                                
                                                
                                                Exercise
      Price
                                                
                                                Termination
      Dates15,000,000
                                                
                                                
                                                $
                                                0.05
                                                
                                                April
      1, 2012264,800
                                                
                                                
                                                $
                                                0.06
                                                
                                                March
      1, 201015,264,800


F-19
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 10
-      COMMITMENTS AND CONTINGENCIES





Employment
Agreements





Chief
Executive Officer (CEO)





Effective
January 1, 2008, the Company entered into an employment agreement with an
employee of the Company to be its Chief Executive Officer (CEO) at $120,000 per
annum.  However, effective April 1, 2008, the employee’s base salary
was increased to $160,000 per annum.





Pursuant
to the Company’s Stock and Long-Term Incentive Plan, the Company shall also
grant the employee a nonqualified stock option to purchase up to 500,000 shares
of the Company’s common stock upon completion of an anticipated “Initial Public
Offering.”  The exercise price of such option shall be $0.10 or the
closing price of the Company’s common stock, less 15%, on the date of the option
exercise, whichever is less, subject to certain criteria.





Pursuant
to the Company’s Stock and Long-Term Incentive Plan, the Company shall also
grant the employee 200,000 shares of the Company’s common stock upon completion
of an anticipated “Initial Public Offering,” subject to certain
criteria.





The
employee is also entitled to a 100% match of the employee’s semi-monthly
contribution to the Company’s 401K program or comparable personal retirement
program, effective immediately upon the 4th
anniversary of the employment agreement.  The Company will also
purchase and maintain at its expense term life insurance on the life of the
employee in the face amount of $350,000 payable to the beneficiary or
beneficiaries designated by the employee, contingent upon the employees’
insurability at no more than 150% of standard risk costs from a high quality
insurance carrier.





The
employee has agreed to forego the salary increase and obligation of Company’s
401K matching, as noted above, until such time that the Company is profitable or
sufficient funding is raised to sustain company as a viable ongoing
concern.





President





Effective
January 1, 2008, the Company entered into an employment agreement with an
employee of the Company to be its President, continuing until January 1, 2015,
at $70,000 per annum.  Effective April 1, 2008, the employee’s base
salary was increased to $95,000 per annum.  Effective January 1, 2009,
the employee’s base salary was increased to $115,000 per annum.














F-20
 COPSYNC,
INC.
 Notes
to Consoldiated Financial Statements
 December
31, 008 and 2007




NOTE 10
-      COMMITMENTS AND CONTINGENCIES
(Continued)





Employment Agreements
(Continued)





President
(Continued)





Pursuant
to the Company’s Stock and Long-Term Incentive Plan, the Company shall also
grant the employee a nonqualified stock option to purchase up to 300,000 shares
of the Company’s common stock upon completion of an anticipated “Initial Public
Offering.”  The exercise price of such option shall be $0.10 or the
closing price of the Company’s common stock, less 15%, on the date of the option
exercise, whichever is less, subject to certain criteria.  Pursuant to
the Company’s Stock and Long-Term Incentive Plan, the Company shall also grant
the employee 175,000 shares of the Company’s common stock upon completion of an
anticipated “Initial Public Offering,” subject to certain criteria.





The
employee is also entitled to a 100% match of the employee’s semi-monthly
contribution to the Company’s 401K program or comparable personal retirement
program, effective immediately upon the 4th
anniversary of the employment agreement.  The Company will also
purchase and maintain at its expense term life insurance on the life of the
employee in the face amount of $350,000 payable to the beneficiary or
beneficiaries designated by the employee, contingent upon the employees’
insurability at no more than 150% of standard risk costs from a high quality
insurance carrier.





The
employee has agreed to forego the salary increase and obligation of Company’s
401K matching, as noted above, until such time that the Company is profitable or
sufficient funding is raised to sustain company as a viable ongoing
concern.





NOTE 11
-      SUBSEQUENT EVENTS





Subsequent
to December 31, 2008, the following material subsequent events
occurred:





1.
            The
      Company raised an additional $120,000 through a convertible promissory
      note, convertible at $0.20 per share, which matures on March 31,
      2011.





2.
            The
      Company entered into an agreement with an advisory firm to assist the
      Company in raising additional capital.  Per the terms of the
      agreement, the advisory firm will receive a finders fee of $100,000 for
      the first phase of financing (up to $1,000,000), and $200,000 for the
      second phase of financing (up to $2,000,000).  In addition, the
      advisory firm is to receive cashless warrants to purchase up to 5,000,000
      shares of common stock (done in tranches, based upon capital raised) at
      $0.20 per share for a five-year period, with anti-dilution
      protection.












F-21