UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
   (Mark
One)
  [X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
   [  
] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
   FOR THE
TRANSITION PERIOD FROM ___________ TO __________
    COMMISSION FILE NUMBER:333-140320
 
 
 (Exact
name of small business issuer as specified in its charter)
  Delaware
              98-0513637(State
      or other jurisdiction of incorporation or
              (IRS
      Employer Identification No.)organization)
  2010 FM 2673 Canyon Lake,,
TX 78133
 (address
of principal executive offices)
   830.964.3838
 (Registrant's
telephone number)
   N/A
 (Former
name, former address and former fiscal year, if changed since last
report)
  Indicate
by check mark whether the registrant :
 (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and
 (2) has been
subject to such filing requirements for the past 90 days.  YesxNo ̈
 
 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            
              Smaller
      reporting company
    X
 
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes ̈Nox
 
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
 As of
September 30, 2008, the issuer had 44,132,935 shares
of its common stock issued and outstanding.
 
  Page
- 1
  
 COPSYNC,
INC.
 FORM
10-Q
 QUARTER
ENDED SEPTEMBER 30, 2008
 
 TABLE OF
CONTENTS
 
 Part I - Financial
Information
  Item 1- Financial
Statements
  Balance
Sheet at September 30, 2008
 
 Statement of Operations for the three and nine months
ended September 30, 2008 and 2007
 
 Statement of Cash Flows for the nine months ended
September 30, 2008
 
 Notes to
Financial Statements
 
 Item 2 -
Management's Discussion and Analysis or Plan of Operations
 
 Item 3
Quantitative and Qualitative Disclosures  about Market
Risk
 
 Item 4-
Controls and Procedures
 
 Part
II - Other Information
 
 Item 1 -
Legal Proceedings
 Item
1A- Risk Factors
 
 Item 2 -
Changes in Securities and Use of Proceeds
 
 Item 3 -
Default upon Senior Securities
 
 Item 4 -
Submission of Matters to a Vote of Security Holders
 
 Item 5 -
Other Information
 
 Item 6 -
Exhibits and Reports on Form 8-K
 
 Signatures
 
 
 Page
- 2
 
 
 COPSYNC,
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008, AND 2007
 
 
  Financial
      Statements-Balance Sheet as of September 30, 2008 and December 31,
      2007
              F-1 -
      F-2Statements of Operations for the Three Months
      and Nine Months Ended
              F-3September 30,
      2008, and 2007, and Cumulative from InceptionStatements of Cash Flows for the NineMonths
      Ended
              F-4September 30,
      2008, and 2007, and Cumulative from InceptionNotes to Financial Statements September 30, 2008, and
      2007
              F-5
  
  Page
- 3





COPSYNC,
      INC.(A
      Development Stage Company)Balance Sheets




ASSETSSeptember
      30,
            
            
            December
      31,2008
            
            
            2007(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            545,882
            
            
            $
            2,772License
      fees receivable
            
            
            6,450
            
            
            
            -Employee
      advances
            
            
            500
            
            
            
            -Total
      Current Assets
            
            
            552,832
            
            
            
            2,772PROPERTY
      AND EQUIPMENTComputer
      hardware
            
            
            32,835
            
            
            
            32,835Computer
      software
            
            
            6,117
            
            
            
            5,300Fleet
      vehicles
            
            
            46,124
            
            
            
            46,124Furniture
      and fixtures
            
            
            43,698
            
            
            
            43,698Total
      Property and Equipment
            
            
            128,774
            
            
            
            127,957Less:
      Accumulated Depreciation
            
            
            (67,402
            )
            
            
            (48,991
            )Net
      Property and Equipment
            
            
            61,372
            
            
            
            78,966OTHER
      ASSETSSoftware
      development costs, net
            
            
            1,582,131
            
            
            
            1,627,335Lease
      security deposit
            
            
            750
            
            
            
            750Patent
      costs
            
            
            -
            
            
            
            15,560Total
      Other Assets
            
            
            1,582,881
            
            
            
            1,643,645TOTAL
      ASSETS
            
            $
            2,197,085
            
            
            $
            1,725,383


The
accompanying notes are an integral part of these financial
statements.




F
- 1
  COPSYNC,
      INC.(A
      Development Stage Company)Balance
      Sheets (Continued)
  LIABILITIES AND STOCKHOLDERS'
      EQUITYSeptember
      30,
              
              
              December
      31,2008
              
              
              2007(Unaudited)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              51,890
              
              
              $
              58,015Notes
      payable - related parties
              
              
              -
              
              
              
              33,000Convertible
      notes payable
              
              
              420,000
              
              
              
              -Stock
      deposits
              
              
              607,345
              
              
              
              -Notes
      payable, current portion
              
              
              7,269
              
              
              
              6,864Total
      Current Liabilities
              
              
              1,086,504
              
              
              
              97,879LONG-TERM
      LIABILITIESNotes
      payable
              
              
              26,610
              
              
              
              32,824Total
      Long-Term Liabilities
              
              
              26,610
              
              
              
              32,824Total
      Liabilities
              
              
              1,113,114
              
              
              
              130,703COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      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; 44,132,935 sharesand
      25,000,005 issued and outstanding, respectively
              
              
              4,413
              
              
              
              2,500Additional
      paid-in-capital
              
              
              2,872,818
              
              
              
              2,604,643Deficit
      accumulated during the development stage
              
              
              (1,793,270
              )
              
              
              (1,012,473
              )Total
      Stockholders' Equity
              
              
              1,083,971
              
              
              
              1,594,680TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              2,197,085
              
              
              $
              1,725,383
  The
accompanying notes are an integral part of these financial
statements.
   F
- 2
  COPSYNC,
      INC.(A
      Development Stage Company)Statements of Operations(Unaudited)
  For
      the
              
              
              For
      theThree
      Months Ended
              
              
              Nine
      Months Ended
              
              
              CumulativeSeptember
      30,
              
              
              September
      30,
              
              
              From2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              InceptionREVENUESLicense
      fee revenue
              
              $
              6,450
              
              
              $
              -
              
              
              $
              6,450
              
              
              $
              -
              
              
              $
              6,450Cost
      of license fee revenue
              
              
              (5,578
              )
              
              
              -
              
              
              
              (5,578
              )
              
              
              -
              
              
              
              (5,578
              )Net
      Revenues
              
              
              872
              
              
              
              -
              
              
              
              872
              
              
              
              -
              
              
              
              872OPERATING
      EXPENSESDepreciation
      and amortization
              
              
              52,183
              
              
              
              2,858
              
              
              
              63,615
              
              
              
              8,574
              
              
              
              112,606Professional
      fees
              
              
              32,124
              
              
              
              -
              
              
              
              66,122
              
              
              
              2,560
              
              
              
              112,584Salaries
      and wages
              
              
              190,310
              
              
              
              166,035
              
              
              
              512,199
              
              
              
              396,626
              
              
              
              1,197,012Patent
      costs
              
              
              -
              
              
              
              -
              
              
              
              15,560
              
              
              
              -
              
              
              
              15,560Other
      general and administrative
              
              
              7,874
              
              
              
              28,044
              
              
              
              122,783
              
              
              
              109,832
              
              
              
              378,712Total
      Operating Expenses
              
              
              282,491
              
              
              
              196,937
              
              
              
              780,279
              
              
              
              517,592
              
              
              
              1,816,474LOSS
      BEFORE OTHER INCOME (EXPENSE)
              
              
              (281,619
              )
              
              
              (196,937
              )
              
              
              (779,407
              )
              
              
              (517,592
              )
              
              
              (1,815,602
              )OTHER
      INCOME (EXPENSE)Interest
      income
              
              
              -
              
              
              
              121
              
              
              
              -
              
              
              
              371
              
              
              
              16,427Other
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              7,801Interest
      expense
              
              
              -
              
              
              
              -
              
              
              
              (1,390
              )
              
              
              -
              
              
              
              (1,896
              )Total
      Other Income (Expense)
              
              
              -
              
              
              
              121
              
              
              
              (1,390
              )
              
              
              371
              
              
              
              22,332NET
      LOSS
              
              $
              (281,619
              )
              
              $
              (196,816
              )
              
              $
              (780,797
              )
              
              $
              (517,221
              )
              
              $
              (1,793,270
              )LOSS
      PER COMMON SHARE - BASIC & DILUTED
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.02
              )
              
              $
              (0.02
              )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
              
              
              44,124,547
              
              
              
              25,000,005
              
              
              
              35,844,167
              
              
              
              25,000,005
  The
accompanying notes are an integral part of these financial
statements.
   F
- 3
  COPSYNC,
      INC.(A
      Development Stage Company)Statements of Cash
Flows
  For
      theNine
      Months Ended
              
              
              CumulativeSeptember
      30,
              
              
              From2008
              
              
              2007
              
              
              InceptionCASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (780,797
              )
              
              $
              (517,221
              )
              
              $
              (1,793,270
              )Adjustments
      to reconcile net loss to net cash usedin
      operating activities:Depreciation
      and amortization
              
              
              63,615
              
              
              
              8,574
              
              
              
              112,606Write-off
      of patent costs
              
              
              15,560
              
              
              
              -
              
              
              
              15,560Transfer
      agent fees paid by issued shares
              
              
              -
              
              
              
              -
              
              
              
              2,000Change
      in operating assets and liabilities:Lease
      security deposit
              
              
              -
              
              
              
              -
              
              
              
              4,285License
      fees receivable
              
              
              (6,450
              )
              
              
              -
              
              
              
              (6,450
              )Accounts
      payable and accrued expenses
              
              
              (6,125
              )
              
              
              14,711
              
              
              
              46,855Net
      Cash Used in Operating Activities
              
              
              (714,197
              )
              
              
              (493,936
              )
              
              
              (1,618,414
              )CASH
      FLOWS FROM INVESTING ACTIVITIESSoftware
      development costs
              
              
              -
              
              
              
              -
              
              
              
              (660,679
              )Acquisition
      and cost of patent pending
              
              
              -
              
              
              
              -
              
              
              
              (15,560
              )Employee
      advances
              
              
              (500
              )
              
              
              -
              
              
              
              (500
              )Purchases
      of property and equipment
              
              
              (817
              )
              
              
              (7,214
              )
              
              
              (88,774
              )Net
      Cash Used in Investing Activities
              
              
              (1,317
              )
              
              
              (7,214
              )
              
              
              (765,513
              )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
              
              
              -
              
              
              
              448,819
              
              
              
              99,888Payments
      on notes payable
              
              
              (5,809
              )
              
              
              -
              
              
              
              1,565,738Partner
      contribution
              
              
              -
              
              
              
              -
              
              
              
              33,000Deferred
      offering costs
              
              
              -
              
              
              
              -
              
              
              
              (33,250
              )Payments
      on loans from related parties - directors andstockholders
              
              
              (15,000
              )
              
              
              -
              
              
              
              (15,000
              )Proceeds
      received on convertible notes
              
              
              672,088
              
              
              
              -
              
              
              
              672,088Stock
      deposits received
              
              
              607,345
              
              
              
              -
              
              
              
              607,345Loans
      from related parties - Former directors andstockholders
              
              
              -
              
              
              
              -
              
              
              
              39,800Payment
      of loans from related parties - former directorsand
      stockholders
              
              
              -
              
              
              
              -
              
              
              
              (39,800
              )Loan
      from third-party entity related to consultant
              
              
              -
              
              
              
              -
              
              
              
              15,000Repayment
      of loan from third-party entity related to consultant
              
              
              -
              
              
              
              -
              
              
              
              (15,000
              )Net
      Cash Provided by Financing Activities
              
              
              1,258,624
              
              
              
              448,819
              
              
              
              2,929,809NET
      INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS
              
              
              543,110
              
              
              
              (52,331
              )
              
              
              545,882CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              2,772
              
              
              
              96,866
              
              
              
              -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              545,882
              
              
              $
              44,535
              
              
              $
              545,882
  The
accompanying notes are an integral part of these financial
statements.
   F
- 4
  COPSYNC,
      INC.(A
      Development Stage Company)Statements
      of Cash Flows (Continued)
  For
      theNine
      Months Ended
              
              
              CumulativeSeptember
      30,
              
              
              From2008
              
              
              2007
              
              
              InceptionSUPPLEMENTAL
      DISCLOSURES:Cash
      paid for interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cash
      paid for taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Purchase
      of fleet vehicles financed by notes payable
              
              $
              -
              
              
              $
              -
              
              
              $
              40,000Contribution
      of services - capitalized to softwaredevelopment
      costs
              
              $
              -
              
              
              $
              -
              
              
              $
              966,656Common
      stock issued in lieu of convertible notes payable
              
              $
              270,088
              
              
              $
              -
              
              
              $
              270,088
  The
accompanying notes are an integral part of these financial
statements.
  F
- 5
    COPSYNC,
INC.
 (A
Development Stage Company)
 Notes to the Financial Statements
 September
30, 2008 and December 31, 2007
  NOTE 1
-   BASIS OF FINANCIAL STATEMENT PRESENTATION
 
 The
accompanying unaudited condensed financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted in accordance with such
rules and regulations.  The information furnished in the interim
condensed financial statements includes normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial statements.  Operating results
for the nine months ended September 30, 2008 are not necessarily indicative of
the results that may be expected for the year ending December 31,
2008.
 
 COPsync,
Inc. (formerly, Global Advance Corporation) (the “Company”), is currently in the
development stage.  On March 20, 2008, the stockholders of the Company
approved an amendment of the Articles of Incorporation to change its name from
Global Advance Corporation to COPsync, Inc.  This amendment was filed
on April 24, 2008.
 
 As more
fully described in Note 4, the Company entered into a share exchange agreement
with PostInk Technology, LP, by and among PostInk Technology, LP and RSIV, LLC
(collectively “PostInk”) for 100% interest in PostInk.  The shares
issued in the acquisition resulted in the owners of PostInk having operating
control of the Company immediately following the
acquisition.  Therefore, this acquisition has been accounted for in
the accompanying financial statements as a reverse
acquisition.  Therefore, these financial statements represent the
continuation of PostInk, not COPsync, Inc. (formerly, Global Advance Corp.), the
legal survivor.  PostInk is treated as the survivor for accounting
purposes and COPsync, Inc. is the survivor for legal purposes. The historical
financial statements presented are those of PostInk rather than COPsync,
Inc.
 
 NOTE
      2 -   SIGNIFICANT
      ACCOUNTING POLICIES
 
 Revenue
Recognition
 
 The
Company is in the development stage and just recently begun to realize licensing
revenues from operations.  Licensing revenues are recorded monthly,
over the life of the licensing agreement.
 
 Loss Per
Share
 
 The
computation of loss per common share is based on the weighted average number of
shares outstanding during the period plus the common stock equivalents which
would arise from the exercise of stock options and warrants outstanding using
the treasury stock method and the average market price per share during the
period.  Common stock equivalents, consisting of 75,000,000 warrants
as of September 30, 2008, are not included in the below calculations since they
are anti-dilutive for the periods presented.
 
 
 F
- 6
 
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes to
the Financial Statements
 September
30, 2008 and December 31, 2007
 
 NOTE
      2 -  SIGNIFICANT
      ACCOUNTING POLICIES (Continued)
 
 Loss Per Share
(Continued)
 
 Following
is a reconciliation of the loss per share for the three months and nine months
ended September 30, 2008 and 2007:
    For theThree Months
      endedSeptember
    30,2008
              
              
              2007Net (loss)
      available tocommon
      shareholders
              
              $
              (281,619
              )
              
              $
              (196,816
              )Weighted
      average shares
              
              
              44,124,547
              
              
              
              25,000,005Basic and
      fully diluted loss per share (basedon
      weighted average shares)
              
              $
              (0.01
              )
              
              $
              (0.01
              )
    For theNine Months
      EndedSeptember
    30,2008
              
              
              2007Net
      (loss) available tocommon
      shareholders
              
              $
              (780,797
              )
              
              $
              (517,221
              )Weighted
      average shares
              
              
              35,844,167
              
              
              
              25,000,005Basic
      and fully diluted loss per share (basedon
      weighted average shares)
              
              $
              (0.02
              )
              
              $
              (0.02
              )
   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.
 
 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.
   F
- 7
  COPSYNC,
INC.
 (A
Development Stage Company)
 Notes to
the Financial Statements
 September
30, 2008 and December 31, 2007
  NOTE 2
-   SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Software Development
Costs
 
 The
Company capitalizes software development costs in accordance with Statement of
Financial Accounting Standards 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 amounted to $1,627,335 as of
September 30, 2008 and December 31, 2007. These costs are being amortized,
effective September 1, 2008, the date that revenue generating activities
commenced. During the year ended December 31, 2006, and during the period from
inception on October 23, 2005, through December 31, 2005, various partners
contributed services of $483,328, which were capitalized to software development
costs.
 
 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 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 September 30, 2008, the cash resources of
the Company were insufficient to meet its current business plan, and the Company
had negative working capital.  These and other factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  The accompanying 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
- 8
  COPSYNC,
INC.
 (A
Development Stage Company)
 Notes to
the Financial Statements
 September
30, 2008 and December 31, 2007
 
 NOTE 4
-  SIGNIFICANT EVENTS
 
 Stock
Issuances
 
 During
the three months ended September 30, 2008, the Company issued a total of 771,680
shares of its common stock in lieu of outstanding convertible debt totaling
$270,088, or $0.35 per share.
 
 Share Exchange Agreement
with PostInk Technology, LP
 
 Effective
April 25, 2008, the Company entered into a share exchange agreement (Agreement)
with PostInk Technology, LP, by and among PostInk Technology, LP and RSIV, LLC
(collectively “PostInk”) for 100% interest in PostInk. Upon the closing date,
the Company issued 25,000,005 shares (post forward stock split) of its common
stock and 100,000 shares of its Series A Preferred Shares in exchange for 100%
of PostInk. The Company also cancelled 29,388,750 shares (post forward stock
split) of its common stock. The Company and PostInk also agreed to issue
cashless warrants exercisable at $0.01 per share to PostInk shareholders for
75,000,000 shares (post forward stock split) of the Company’s common
stock.
 
 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 financial statements and related notes thereto have
been adjusted accordingly to reflect this forward stock split.
 
 The
shares issued in the acquisition resulted in the owners of PostInk having
operating control of the Company immediately following the
acquisition.  Therefore, this acquisition has been accounted for in
the accompanying financial statements as a reverse acquisition.
 
 As a
result of this transaction, the former shareholders of PostInk acquired or
exercised control over a majority of the Company’s
shares.  Accordingly, the transaction has been treated for accounting
purposes as a recapitalization of PostInk; therefore, these financial statements
represent a continuation of PostInk, not COPsync, Inc. (formerly, Global Advance
Corp.), the legal survivor.  PostInk is treated as the survivor for
accounting purposes and COPsync, Inc. is the survivor for legal purposes. The
historical financial statements presented are those of PostInk rather than
COPsync, Inc.
 
 NOTE 5
-  SUBSEQUENT EVENTS
 
 Subsequent
to September 30, 2008, the Company issued the following shares of its
outstanding common stock:
 
 -
              During
      October 2008, the Company issued a total of 1,767,000 shares of common
      stock pursuant to various private placements at $0.40 per
      share.  The cash proceeds of $706,800 had been received by the
      Company prior to September 30, 2008 (recorded as a stock deposit), less
      stock offering costs of $99,455, for total proceeds to the Company of
      $607,345.
   F
- 9
  COPSYNC,
INC.
 (A
Development Stage Company)
 Notes to
the Financial Statements
 September
30, 2008 and December 31, 2007
 
 NOTE 5
-   SUBSEQUENT EVENTS (Continued)
 
 -
              During
      November 2008, the Company issued a total of 74,423,069 shares of common
      stock in exercise of cashless warrants, issued pursuant to the share
      exchange agreement with PostInk Technology, LP, as previously
      discussed.
 
 
  F
- 10
    (1)           Summary
of Significant Accounting Policies
 
 Basis of Presentation and
Organization
 
 COPsync,
Inc. (formerly Global Advance Corporation) (“COPsync” or the “Company”) is a
Delaware corporation in the development stage and has not commenced
operations.  COPsync was incorporated under the laws of the State of
Delaware on October 23, 2006.  On March 20, 2008, the stockholders of
COPsync approved an amendment of the Articles of Incorporation to change its
name from Global Advance Corporation to COPsync, Inc.  This amendment
was filed on April 24, 2008. On March 24, 2008, COPsync entered into a Letter of
Intent with PostInk Technology, LP (“PostInk”), a Texas partnership, pursuant to
which COPsync agreed to acquire 100 percent of PostInk in exchange for
100,000,000 shares (post forward stock split) of common stock of COPsync.
Originally, the business plan of COPsync 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, as of September 30, 2008, the COPsync 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 financial
statements of COPsync were prepared from the accounts of COPsync under the
accrual basis of accounting.
 
 COPsync
commenced a capital formation activity to submit a Registration Statement on
Form SB-2 to the Securities and Exchange Commissions to register and sell in a
self-directed offering 15.0 million shares (post forward stock split) of newly
issued common stock at an offering price of $0.01 for proceeds of up to
$100,000.  On January 30, 2007, COPsync completed the preparation of
its registration document, and filed it with the SEC.  The
Registration Statement was declared effective on April 13, 2007.  As
of December 31, 2007, COPsync completed the offering, received stock
subscriptions for 15.0 million shares (post forward stock split) of common
stock, par value $0.0001 per share, at an offering price of $0.01 per share, and
deposited proceeds of $100,000.
 
 On
November 21, 2007, COPsync entered into a stock purchase agreement (the “Stock
Purchase Agreement”) with Rocky Global Enterprises Ltd. and Beaux Beaux
Partnership (the “Buyers”), and Oren Rozenberg and Judah Steinberger (the
“Sellers”).  Pursuant to the terms and conditions of the Stock
Purchase Agreement, the Buyers acquired from the Sellers 29,013,750 shares (post
forward stock split) of common stock of COPsync.  This event triggered
a change in control of COPsync, with the Buyers owning approximately 64% of the
issued and outstanding shares of common stock of COPsync.  Immediately
prior to the closing of this transaction, Oren Rozenberg and Judah Steinberger
served as the members of the Board of Directors.  Pursuant to the
terms and conditions set forth in the Stock Purchase Agreement, immediately
following the closing of the transaction, Judah Steinberger resigned as Chief
Financial Officer, Secretary, and from the Board of Directors; Oren Rozenberg
tendered a resignation from the Board of Directors and as Chief Executive
Officer; and the parties agreed to appoint the Buyer’s nominee, Krystal Rocha,
to the Board of Directors and as Chief Executive Officer, Chief Financial
Officer, and Secretary.
 
 Unaudited Interim Financial
Statements
 
 COPsync’s
interim financial statements as of September 30, 2008, and for the nine
months ended September 30, 2008, and 2007, and cumulative from inception are
unaudited.  However, in the opinion of management, the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly COPsync’s financial position
as of September 30, 2008, and the results of its operations and its cash flows
for the nine months ended September 30, 2008, and 2007, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2008.  The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States.  Refer to COPsync’s audited financial statements
contained in its 10-KSB as of December 31, 2007, for additional information,
including significant accounting policies.
  Page
- 14
 
 Cash and Cash
Equivalents
 
 For
purposes of reporting within the statement of cash flows, COPsync considers all
cash on hand, cash accounts not subject to withdrawal restrictions or penalties,
and all highly liquid debt instruments purchased with a maturity of three months
or less to be cash and cash equivalents.
 
 Revenue
Recognition
 
 COPsync
is in the development stage and has yet to realize revenues from
operations.  Once COPsync has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
 
 Loss per Common
Share
 
 Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive.  There were no dilutive financial instruments
issued or outstanding for the nine months ended September 30, 2008, and
2007.
 
 Income
Taxes
 
 COPsync
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.
 
 COPsync
maintains a valuation allowance with respect to deferred tax
assets.  COPsync establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration COPsync’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 COPsync 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.
 
 Fair Value of Financial
Instruments
 
 COPsync
estimates the fair value of financial instruments using the available market
information and valuation methods.  Considerable judgment is required
in estimating fair value.  Accordingly, the estimates of fair value
may not be indicative of the amounts COPsync could realize in a current market
exchange.  As of September 30, 2008, and 2007, the carrying value of
accrued liabilities and accounts payable approximated fair value due to the
short-term nature and maturity of these instruments.
  Page
- 15
 
 Property
and Equipment
 
 Property
and equipment is stated at cost. Expenditures that materially increase useful
lives are capitalized, while ordinary maintenance and repairs are expensed as
incurred. Depreciation is computed using the straight-line method over the
estimated useful lives of the respective assets, ranging as
follows:
 
 Computer
hardware                                                                3
years
 Computer
software                                                                3
years
 Fleet
vehicles                                                                         
5 years
 Furniture and
fixtures                                                            5-7
years
 
 Depreciation
expense on property and equipment was $18,410 and $5,716 for the nine
months ended September 30, 2008, and 2007, respectively.
 
 Software Development
Costs
 
 The
Company capitalizes software development costs in accordance with Statement of
Financial Accounting Standards 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 amounted to $1,627,335 as of September 30, 2008, and December
31, 2007. These costs have been amortized because revenue generating activities
have commenced. The amortization expense in the capitalized software cost was
$45,204 for the nine months ended September 30, 2008. During the year ended
December 31, 2006, and during the period from inception on October 23, 2005,
through December 31, 2005, various partners contributed services of $483,328,
which were capitalized to software development costs.
 
 Patent
and Intellectual Property
 
 COPsync
capitalizes the costs associated with obtaining a Patent or other intellectual
property pertaining to its intended business plan.  Such costs are
amortized over the estimated useful lives of the related assets.
 
 Deferred
Offering Costs
 
 COPsync
defers as other assets the direct incremental costs of raising capital until
such time as the offering is completed.  At the time of the completion
of the offering, the costs are charged against the capital
raised.  Should the offering be terminated, deferred offering costs
are charged to operations during the period in which the offering is
terminated.  For the year ended December 31, 2007, $33,250 in deferred
offering costs were charged against the capital raised from the completion of an
offering of common stock.
 
 Impairment of Long-Lived
Assets
 
 COPsync
evaluates the recoverability of long-lived assets and the related estimated
remaining lives when events or circumstances lead management to believe that the
carrying value of an asset may not be recoverable.  For the nine
months ended September 30, 2008, and 2007, no events or circumstances occurred
for which an evaluation of the recoverability of long-lived assets was
required.
 
 Common
Stock Registration Expenses
 
 COPsync
considers incremental costs and expenses related to the registration of equity
securities with the SEC, whether by contractual arrangement as of a certain date
or by demand, to be unrelated to original issuance transactions.  As
such, subsequent registration costs and expenses are expensed as
incurred.
  Page
- 16
 
 Estimates
 
 The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States.  The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of September 30, 2008, and expenses for the three
months ended September 30, 2008, and 2007, and cumulative from
inception.  Actual results could differ from those estimates made by
management.
 
 (2)           Development
Stage Activities and Going Concern
 
 COPsync
is currently in the development stage, and has no
operations.  Originally, the business plan of COPsync 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, as of September 30, 2008, the COPsync
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.
 
 On
November 28, 2006, COPsync entered into an Invention Assignment Agreement
(“Invention Agreement”) with IdeaPlus Ltd. (“IdeaPlus”), an Israeli company
located in Ramat Gan, Israel, whereby COPsync acquired from IdeaPlus all of the
right, title and interest in the invention known as the “Two-foot Operated
Mouse” (the “Invention”) for consideration of $10,000.  Subsequently,
the invention became the subject of United States Patent Application 11/614,150
which was filed with the United States Patent and Trademark Office on December
21, 2006. As of September 30, 2008, the Company discontinued the patent and
expensed it in the current period.
 
 COPsync
commenced a capital formation activity to submit a Registration Statement on
Form SB-2 to the SEC to register and sell in a self-directed offering 15.0
million shares (post forward stock split) of newly issued common stock at an
offering price of $0.01 for proceeds of up to $100,000.  On January
30, 2007, COPsync completed the preparation of its registration document, and
filed it with the SEC.  The Registration Statement was declared
effective on April 13, 2007.  As of December 31, 2007, COPsync
completed the offering, received stock subscriptions for 15.0 million shares
(post forward stock split)  of common stock, par value $0.0001 per
share, at an offering price of $0.01 per share, and deposited proceeds of
$100,000.
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of COPsync as a going concern.  COPsync has
not established any source of revenue to cover its operating costs, and as such,
has incurred an operating loss since inception.  Further, as of
September 30, 2008, the cash resources of COPsync were insufficient to meet its
current business plan, and COPsync had negative working
capital.  These and other factors raise substantial doubt about
COPsync’s ability to continue as a going concern.  The accompanying
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
COPsync to continue as a going concern.
 
 (3)           Patent
Pending
 
 On
November 28, 2006, COPsync entered into an Invention Agreement with IdeaPlus, an
Israeli company located in Ramat Gan, Israel, whereby COPsync acquired from
IdeaPlus all of the right, title and interest in the invention known as the
Invention for consideration of $10,000.  Under the terms of the
Invention Agreement, COPsync was assigned rights to the Invention free of any
liens, claims, royalties, licenses, security interests, or other
encumbrances.  IdeaPlus initially obtained the Invention directly from
the inventor.  Neither IdeaPlus nor the inventor of the Invention is
an officer or director of COPsync, or an investor or promoter of
such.  Subsequently, the Invention became the subject of United States
Patent Application 11/614,150 which was filed with the United States Patent and
Trademark Office on December 21, 2006. The historical cost of obtaining the
Invention and filing for the patent has been capitalized by COPsync, and
amounted to $15,560.  As of September 30, 2008, the Company
discontinued the patent and expensed it in the current period.
  Page
- 17
 
 (4)           Loans
from Related Parties
 
 During
the year ended December 31, 2007, loans from related parties – former Directors
and stockholders, representing working capital advances from two former
Directors who are also stockholders of COPsync, amounting to $39,800, were paid
in full.
 
 As of
September 30, 2008, the Chief Executive Officer loaned the company $18,000 and
paid expenses on the Company’s behalf of $6,409. As of September 30, 2008, the
Company owed this officer $24,409.
 
 (5)           Common
Stock
 
 On
December 22, 2006, COPsync issued 30,000,000 shares (post forward stock split)
of its common stock to two individuals who are former directors and officers for
proceeds of $200.
 
 Pursuant
to the Consulting Agreement entered into on April 18, 2007, with Island Capital
Management, LLC dba Island Stock Transfer (“Island Stock Transfer”), on April
19, 2007, COPsync issued 375,000 shares (post forward stock split) of its common
stock to Island Stock Transfer as payment for services valued at
$2,000.
 
 COPsync
commenced a capital formation activity to submit a Registration Statement on
Form SB-2 to the SEC to register and sell in a self-directed offering 15.0
million shares (post forward stock split) of newly issued common stock at an
offering price of $0.01 for proceeds of up to $100,000.  On January
30, 2007, COPsync completed the preparation of its registration document, and
filed it with the SEC.  The Registration Statement was declared
effective on April 13, 2007.  As of December 31, 2007, COPsync
completed the offering, received stock subscriptions for 15.0 million shares
(post forward stock split) of common stock, par value $0.0001 per share, at an
offering price of $0.01 per share, and deposited proceeds of
$100,000.  In addition, during the year ended December 31, 2007,
COPsync recognized as an offset to the proceeds from the offering of common
stock $33,500 of deferred offering costs.
 
 On April
25, 2008, COPsync entered into a share exchange agreement and a plan of Share
Exchange with PostInk Technology LP (“PostInk”) (the “Share Exchange Agreement”)
by and among PostInk Technology, LP and RSIV, LLC (collectively “POST”) for 100%
interest of POST. Upon closing date, COPsync issued 25,000,005 shares (post
forward stock split) of its common stock and 100,000 shares of its Series A
Preferred Shares in exchange for 100% of POST. COPsync also
cancelled 29,388,750 shares (post forward stock split) of its common stock.
COPsync and POST also agree to issue cashless warrants exercisable at $0.01 per
share to POST shareholders for 75,000,000 shares (post forward stock split) of
COPsync’s common stock.
 
 On April
17, 2008, COPsync 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 financial statements and related notes thereto have
been adjusted accordingly to reflect this forward stock split.
 
 (6)           Change
in Officers and Directors
 
 As
discussed in Notes 1 and 5, and pursuant to the terms and conditions set forth
in the Stock Purchase Agreement, Judah Steinberger resigned as Chief Financial
Officer, Secretary, and from the Board of Directors; Oren Rozenberg tendered a
resignation from the Board of Directors and as Chief Executive Officer; and
Krystal Rocha was appointed as Chairman of the Board of Directors, Chief
Executive Officer, Chief Financial Officer, and Secretary.
 
 On April
18, 2008, COPsync resolved to appoint Russell Chaney as Chief Executive Officer,
Chief Financial Officer, Director, and Chairman of the Board of Directors. It
was also resolved to appoint Shane Rapp as President, Secretary, and Director.
On said date, Krystal Rocha tendered her resignation as Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer, and
Secretary.  On April 25, 2008, Krystal Rocha officially resigned as
Chief Executive Officer, Chief Financial Officer, and Secretary.  On
May 1, 2008, Russell Chaney accepted the appointment as COPsync’s Chief
Executive Officer, Chief Financial Officer, Director, and Chairman of the Board
of Directors. On said date, Shane Rapp accepted the appointment as COPsync’s
President, Secretary, and Director.  On May 5, 2008, Krystal Rocha
officially resigned as Chairman of the Board of Directors.
  Page
- 18
 
 (7)           Related
Party Transactions
 
 As
described in Note 4, during the year ended December 31, 2007, COPsync paid
$39,800 to two individuals who were former Directors, officers, and principal
stockholders of COPsync for working capital loans.
 
 As of
September 30, 2008, the Chief Executive Officer loaned the company $18,000 and
paid expenses on the Company’s behalf of $6,409. As of September 30, 2008, the
Company owed this officer $24,409.
 
 (8)           Transfer
Agent Agreement
 
 On April
18, 2007, COPsync entered into a Consulting Agreement with Island Stock Transfer
for consulting and advisory services.  Under the Agreement, COPsync
agreed to pay to Island Stock Transfer initial fees amounting to $4,000 plus
transaction fees payable as follows:  (1) $1,000 due at the time of
execution of the Agreement; and, $1,000 within 60 days; (2) the issuance of
375,000 shares (post forward stock split) of COPsync’s common stock with a value
of $2,000; and (3) transaction fees in accordance with the fee schedule for
services of Island Stock Transfer.  COPsync also has the right under
the Agreement to repurchase the 375,000 shares (post forward stock split) of
common stock from Island Stock Transfer for a period of 12 months for
$10,000.  As of December 31, 2007, COPsync had paid the initial fee of
$1,000 for consulting and advisory services, an additional $1,000 within 60 days
of the execution of the Agreement, and issued 25,000 shares of common stock for
such services with a value of $2,000.
 
 (9)           Income
Taxes
 
 The
provision (benefit) for income taxes for the three months ended September 30,
2008, and 2007 was as follows (assuming a 23% effective tax rate):
   
 
 
 COPsync
had deferred income tax assets as of September 30, 2008, as
follows:
 
 
 
 COPsync
provided a valuation allowance equal to the deferred income tax assets for
the nine months ended September 30, 2008, and 2007, because it is not
presently known whether future taxable income will be sufficient to utilize the
loss carryforwards.
  Page
- 19
 
 As of
September 30, 2008, COPsync had approximately $1,793,270 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire in various years through the year 2027.
 
 (10)           Commitments
 
 COPsync
has a verbal commitment with a third-party consultant to provide financial and
capital formation services for which the management of COPsync has agreed to pay
approximately $5,000 per calendar quarter, plus out-of-pocket expenses,
commencing in the year 2007.  During the year ended December 31, 2006,
COPsync borrowed $15,000 from an entity affiliated with this consultant for
working capital to commence its organizational, patent application, and capital
formation activities.  The amount borrowed was repaid before December
31, 2006.  For the year ended December 31, 2007, fees amounting to
$23,000 were paid to the third-party consultant.
 
 (11)           Recent
Accounting 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 No. 159”), which permits entities to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value.  An entity would report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date.  The objective
is to improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions.  The decision about whether to elect the fair value option
is applied instrument by instrument, with a few exceptions; the decision is
irrevocable; and it is applied only to entire instruments and not to portions of
instruments.  SFAS No. 159 requires disclosures that facilitate
comparisons (a) between entities that choose different measurement attributes
for similar assets and liabilities and (b) between assets and liabilities in the
financial statements of an entity that selects different measurement attributes
for similar assets and liabilities.  SFAS No. 159 is effective for
financial statements issued for fiscal years beginning after November 15,
2007.  Early adoption is permitted as of the beginning of a fiscal
year, provided the entity also elects to apply the provisions of SFAS No.
157.  Upon implementation, an entity shall report the effect of the
first re-measurement to fair value as a cumulative-effect adjustment to the
opening balance of retained earnings.  Since the provisions of SFAS
No. 159 are applied prospectively, any potential impact will depend on the
instruments selected for fair value measurement at the time of
implementation.  The management of COPsync does not believe that this
new pronouncement will have a material impact on its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations – Revised
2007” (“SFAS No. 141R”), which replaces FASB Statement No. 141, “Business
Combinations.”  SFAS No. 141Restablishes principles
and requirements intending to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides
in its financial reports about a business combination and its
effects.  This is accomplished through requiring the acquirer to
recognize assets acquired and liabilities assumed arising from contractual
contingencies as of the acquisition date, measured at their acquisition-date
fair values.  This includes contractual contingencies only if it is
more likely than not that they meet the definition of an asset of a liability in
FASB Concepts Statement No. 6, “Elements of Financial
Statements – a
replacement of FASB Concepts Statement No. 3.”This statement also
requires the acquirer to recognize goodwill as of the acquisition date, measured
as a residual.  However, this statement improves the way in which an
acquirer’s obligations to make payments conditioned on the outcome of future
events are recognized and measured, which in turn improves the measure of
goodwill.  This statement also defines a bargain purchase as a
business combination in which the total acquisition-date fair value of the
consideration transferred plus any noncontrolling interest in the acquiree, and
it requires the acquirer to recognize that excess in earnings as a gain
attributable to the acquirer.  This, therefore, improves the
representational faithfulness and completeness of the information provided about
both the acquirer’s earnings during the period in which it makes a bargain
purchase and the measures of the assets acquired in the bargain
purchase.  COPsync does not expect the adoption of this pronouncement
to have a material impact on its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS
No. 160”),which
establishes accounting and reporting standards to improve the relevance,
comparability, and transparency of financial information in its consolidated
financial statements.  This is accomplished by requiring all entities,
except not-for-profit organizations, that prepare consolidated financial
statements to (a) clearly identify, label, and present ownership interests in
subsidiaries held by parties other than the parent in the consolidated statement
of financial position within equity, but separate from the parent’s equity; (b)
clearly identify and present both the parent’s and the noncontrolling interest’s
attributable consolidated net income on the face of the consolidated statement
of income; (c) consistently account for changes in parent’s ownership interest
while the parent retains it controlling financial interest in subsidiary and for
all transactions that are economically similar to be accounted for similarly;
(d) measure of any gain, loss, or retained noncontrolling equity at fair value
after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners. This Statement also clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  SFAS No. 160 is effective for fiscal years and
interim periods on or after December 15, 2008.  The management of
COPsync does not expect the adoption of this pronouncement to have a material
impact on its financial statements.
  Page
- 20
 
 In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an Amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under FASB No.
133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.  Specifically, FASB No. 161
requires:
 
 ●
              Disclosure
      of the objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting
designation;
 ●
              Disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 ●
              Disclosure
      of information about credit-risk-related contingent features;
      and
 ●
              Cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 FASB No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of COPsync does not expect the adoption of this pronouncement to have
a material impact on its financial statements.
 
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles in the
United States of America. The sources of accounting principles that are
generally accepted are categorized in descending order as follows:
  Page
- 21
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 clarifies
how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”).  SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  Management of PCMT does not expect the
adoption of this pronouncement to have material impact on its financial
statements.
 
 (12)           Subsequent
Events
  -
              During
      October 2008, the Company issued a total of 1,767,000 shares of common
      stock pursuant to various private placements at $0.40 per
      share.  The cash proceeds of $706,800 had been received by the
      Company prior to September 30, 2008 (recorded as a stock deposit), less
      stock offering costs of $99,455, for total proceeds to the Company of
      $607,345.  -
                During
      November 2008, the Company issued a total of 74,423,069 shares of common
      stock in exercise of cashless warrants, issued pursuant to the share
      exchange agreement with PostInk Technology, LP, as previously
      discussed.
 
  Page
- 22
 
  Item
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  FORWARD-LOOKING
STATEMENTS
 
 This
quarterly report contains forward-looking statements as that term is defined in
Section 27A of the United States Securities Act of 1933 and section 21E of the
United States Securities Exchange Act of 1934.  These statements relate to
future events or our future financial performance.  In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology.  These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors”, that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.
  Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
  Our
financial statements are stated in United States dollars and are prepared in
conformity with generally accepted accounting principles in the United States of
America for interim financial statements.  The following discussion should
be read in conjunction with our financial statements and the related notes that
appear elsewhere in this quarterly report.
   The
following discussion should be read in conjunction with the Company’s interim
consolidated financial statements and the notes related thereto included in item
1 above which have been prepared in accordance with the accounting principles
generally accepted in the United States of America. The discussion of results,
causes and trends should not be construed to imply any conclusion that such
results, causes or trend will necessarily continue in the future.
  
 COMPANY
DESCRIPTION
 
  COPsync has
developed the first integrated software product COPsync, which provides a
real-time, nationwide information sharing network for all law enforcement
officers. COPsync, Inc. is the only Law Enforcement software provider to have
full information sharing networking available to all subscribing agencies at the
point of incident via Laptop Computer or Handheld devices. It is the Company’s
mission that the all Law Enforcement officers of the future will be armed, in
REAL TIME, with the critical information necessary to protect the public and
themselves.  COPsync, Inc. currently has over 3600+ Police Officers
committed to utilize COPsyncTM. Beta testing is complete and COPsyncTM is
available for general release, as a result the number of committed officers will
rapidly grow.
 
 As of
September 30th, COPsyncTM had successfully submitted, processed and relayed over
19,800 officer initiated information requests. On average, COPsyncTM is returning
results to mobile users in less than 5 seconds, well within the 32 second
average set forth by the NCIC 2000 standards for mobile clients. COPsync, Inc.
continues to garner support from Law Enforcement agencies; during the past
quarter 32 additional agencies expressed interest and gave their commitment to
utilize COPsyncTM in their respective agencies. COPsync, Inc. must obtain funding
to establish a favorable balance sheet to implement the existing contracts with
116 Law Enforcement agencies currently subscribed to COPsyncTM.
 
 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 US Federal Government since 1997. To
date, interoperability between Law Enforcement agencies in the United States
fails to exist. 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.
COPsync, Inc. will fulfill the interoperability role through the deployment of
COPsyncTM. COPsyncTM is an overlay product to existing technologies that can be
deployed without jeopardizing the existing vendor relationships. COPsync, Inc.'s
method of data integration will bring existing vendors into compliance with
federal mandates established after 9/11.
 
  COPSYNCTM
SOFTWARE
 
 COPsyncTM
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
this quarter, the 2.3 and 2.4 versions of COPsync were released, Windows Vista
Compatibility Testing was completed, and an enhanced Location Search module to
search Civil Process records was released.  Reports can now be opened
directly from this module. COPsyncTM now provides a visual and audible alert
whenever a warning message comes back in a return from a TLETS
query.  Officers now get alerted for stolen vehicle, registered sex
offenders, officer safety alerts, wanted persons, and much more.
 
 Page
- 23
  Additionally,
the Company 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
COPsync, the Texas Department of Transportation’s instructions for Crash
Reporting.
 
 Further improvements during the quarter
included, adding a Field Interview module which allows officers to track
interactions with the public even when a violation may not have occurred. The
Company 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. COPsync 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 & Print functionality to Field
Interview. Additionally we added ability to specify multiple “Consent to
Searches” in the Offense Report, and added the ability to archive reports that
may not be escalated through the approval process.
 
 GRANTS
AND FUNDING
 
 COPsync,
Inc. has successfully been approved to utilize government provided funding and
Homeland Security funds for the integration and implementation of its technology
in Law Enforcement Agencies. This is a true milestone, being that NO
other software vendors in this space have qualified for Information Sharing
Grants. These grants currently maintain billions of dollars to be utilized for
informational sharing purposes. COPsync, Inc. has successfully assisted
more than 20 Law Enforcement agencies in drafting and submitting applications
for various funding options during the past quarter, and will continue to assist
agencies in the future with their capital needs.
 
 During
this time frame, Copsync, inc. also rolled out and modified the Copsync
Technology Assistance Program.  The CTAP assists agencies in by
providing various forms of financing assistance in order to expedite the agency
“going live” with the Copsync software suite. In addition to CTAP, we have
continued our pursuit of federal and state funding 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
the third quarter, 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 this year the
company met with the head of Texas Homeland Security and a representative from
Texas Border Security Operations.  Both representatives recommended COPsync
to 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 the fourth quarter. 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 US Department of Homeland Security
(DHS).  The work on these applications is ongoing and will continue
into the fourth quarter.
 
 SALES
& MARKETING
 
 Copsync,
inc. has been very active in sales and marketing during the third quarter of
2008.  Beginning with the Sheriff’s Association of Texas Training
Seminar that took place in San Antonio, Texas in July, which generated over
Fifty different Sheriffs requesting additional information, in the form of
Demonstrations of our software.  COPsync, Inc. is poised to rapidly
expand in the trillion Dollar Law Enforcement, Emergency Service and Fire
District profession. This growth can be quickly realized leveraging Homeland
Security grant initiatives. COPsync, Inc. will see this growth through the
culmination of technology and strategic partnerships with marquee
corporations.
 
 (a)
Plan of Operation
 
 Cash Requirements and of Need for
additional funds: twelve months. We continue to face certain minimal cash
requirements for corporate maintenance, legal and professional and auditing
expenses. Our cash requirements for these purposes are not in
issue.
 
 Cautionary Statement: There
can be no assurance that we will be successful in raising capital through
private placements or otherwise. Even if we are successful in raising capital
through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our current shareholders. Additional equity financing could be dilutive to our
then existing shareholders, and any debt financing could involve restrictive
covenants with respect to future capital raising activities and other financial
and operational matters.
 
  Critical Accounting Policies
and Recent Accounting Pronouncements
   Management
believes the estimates, assumptions and judgments involved in the accounting
policies described below have the greatest potential impact on the Company’s
financial statements. Because of the uncertainty inherent in these matters,
actual results could differ from the estimates used in applying the critical
accounting policies. Within the context of these critical accounting policies,
management is not currently aware of any reasonably likely event that would
result in materially different amounts being reported.
  Page
- 24
   Recent
accounting pronouncements
  In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities“. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of
operations.
  In June
2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.
Management is currently evaluating the effect of this pronouncement on financial
statements.
  In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting enterprise
accounts for the acquisition of a business. SFAS No. 141 (Revised 2007) requires
an acquiring entity to recognize all the assets acquired and liabilities assumed
in a transaction at the acquisition-date fair value, with limited exceptions,
and applies to a wider range of transactions or events. SFAS No. 141 (Revised
2007) is effective for fiscal years beginning on or after December 15, 2008 and
early adoption and retrospective application is prohibited.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position.
 
 In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities an amendment of FASB Statement No.  133.” This
Statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. Based on current conditions, the Company does not expect the
adoption of SFAS 161 to have a significant impact on its results of operations
or financial position.
 
 In April
2008, the FASB issued 142-3 “Determination of the useful life of Intangible
Assets”, which amends the factors a company should consider when developing
renewal assumptions used to determine the useful life of an intangible asset
under SFAS142. This Issue is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. SFAS 142 requires companies to consider whether renewal can be
completed without substantial cost or material modification of the existing
terms and conditions associated with the asset. FSP 142-3 replaces the previous
useful life criteria with a new requirement—that an entity consider its own
historical experience in renewing similar arrangements. If historical experience
does not exist then the Company would consider market participant assumptions
regarding renewal including 1) highest and best use of the asset by a market
participant, and 2) adjustments for other entity-specific factors included in
SFAS 142. The Company is currently evaluating the impact that adopting SFAS
No.142-3 will have on its financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement will not have an impact
on the Company’s financial statements.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
this Statement is limited to financial guarantee insurance (and reinsurance)
contracts, as described in this Statement, issued by enterprises included within
the scope of Statement 60. Accordingly, this Statement does not apply to
financial guarantee contracts issued by enterprises excluded from the scope of
Statement 60 or to some insurance contracts that seem similar to financial
guarantee insurance contracts issued by insurance enterprises (such as mortgage
guaranty insurance or credit insurance on trade receivables). This Statement
also does not apply to financial guarantee insurance contracts that are
derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s financial statements.
 
 (b) Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate. Reference in the following discussion to "our", "us" and "we" refer
to our operations and the operations of our subsidiaries, except where the
context otherwise indicates or requires.
  Page
- 25
 
 This
discussion and analysis of financial condition and results of operations should
be read in conjunction with our audited Financial Statements included in this
filing. Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States, and reflect
our historical financial position, results of operations, and cash flows. The
financial information included in this filing, is not necessarily indicative of
our future performance.
  Comparison of the three
months ended September 30, 2008 and 2007
 Revenue
in the three months ended September 30, 2008 was $6,450 compared to $nil
for the three months ended September 30, 2007.
 
 General
and administrative expenses for the three months ended September 30, 2008 was
$7,874 compared to $28,044 for the three months ended September 30, 2007, a
decrease of $20,170 due to a decrease in private placement offering related
expense from 2007.
 
 The
Company recorded a provision for federal and state income taxes of $nil for the
three months ended September 30, 2008 compared to $nil for the three months
ended September 30, 2007.
  Comparison of the nine
months ended September 30, 2008 and 2007
   
 Liquidity and Capital
Resources.
 As of
September 30, 2008 the current liabilities exceeded the current assets by $
533,672. During the period ended September 30, 2008, the Company issued a total
of 25,000,005 restricted shares of common stock for the acquisition of PostInk
Technology LP.
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
 
 Investors
should consider each of the following risk factors and the other information in
this Quarterly Report, including COPsync’s financial statements and the related
notes, in evaluating the Company’s business and prospects. The risks and
uncertainties described below are not the only ones that impact on COPsync’s
business. Additional risks and uncertainties not presently known to the Company
or the Company currently considers immaterial may also impair its business
operations. If any of the following risks actually occur, the Company’s business
and financial results could be harmed. In that case, the trading price of
COPsync’s Common Stock could decline.
 
 1.
COPsync’s stock price is volatile with wide fluctuations in the past that are
likely to continue in the future. The Company’s common stock trades domestically
on the OTC-BB, a relatively illiquid and extremely volatile market. In order to
maintain its listing status on the OTC-BB, the Company must file periodic
reports with the SEC in a timely manner. If the Company does not maintain its
reporting status it may have its securities delisted from the
OTC-BB.
  2. A
small number of COPsync’s stockholders own a substantial amount of the Company's
Common Stock, and if such stockholders were to sell those shares in the public
market within a short period of time, the price of COPsync’s Common Stock could
drop significantly.
  3.
Power-Save may not be able to attract and retain qualified personnel necessary
for the implementation of its business strategy. If the Company is not able to
attract or retain qualified personnel, it is likely that the Company would be
unable to remain competitive in its business resulting in a material adverse
effect on COPsync’s operations.
  4.
Power-Save does not expect to pay dividends in the foreseeable future. Because
the Company does not intend to pay dividends in the foreseeable future, the
potential return on an investor’s investment in the Company’s common stock
cannot include any dividend income.
  5. “Penny
Stock” rules may make buying or selling COPsync’s Common Stock difficult, and
severely limit market liquidity. The Company’s common stock is defined as a
“penny stock” under applicable federal securities laws. As such, the Company’s
shares are more difficult to purchase and sell than other securities not subject
to the “penny stock” rules.
  6. Future
Equity Financings May Dilute Your Ownership Interests. The Company relies upon
the availability of equity capital to fund its growth, which financing may or
may not be available on favorable terms or at all. We cannot guarantee that
additional financing, refinancing or other capital will be available in the
amounts we desire or on favorable terms.
  7. As of
the date of this Report, we have raised equity capital through the issuance of
shares of our restricted common stock and will continue to do so for the
foreseeable future. Subject to the implementation of our ongoing plan of
operations and any revenues generated in relation thereto, we anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. Issuances of additional shares will result in dilution to
our existing stockholders. There is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other financing
to fund our planned business activities.
  8. The
Company does not carry Officer and Director Liability Insurance coverage which
would reduce the ability of investors to recover damages in the case of a claim
against the Company and or its officers and directors for breach of duties or
other liability claims.
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure
Controls and Procedures
 We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.
  Page
- 26
 
 In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.
 
 As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of September 30, 2008 to cause the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods prescribed
by SEC, and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.
 
 Item
4(T). CONTROLS AND PROCEDURES
 
 Evaluation of and Report on
Internal Control over Financial Reporting
 The
management of COPsync, Inc. is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
 
 −
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;−
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the
      company; and−
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
 
 Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of September 30, 2008. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework.
 
 Based on
its assessment, management concluded that, as of September 30, 2008, the
Company’s internal control over financial reporting is effective based on those
criteria.
 
 Changes
in Internal Control over Financial Reporting
 
 There was no change in our internal
controls over financial reporting identified in connection with the requisite
evaluation that occurred during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
  Page
- 27
 
 PART
II - OTHER INFORMATION
 
 ITEM
1 Legal Proceeding .
 None.
 
 ITEM
1A. Risk Factors.
 Not
applicable.
 
 ITEM 2 Unregistered Sales of Equity
Securities and Use of Proceeds .
 
 During
the period ended September 30, 2008, the Company issued a total of 1,317,000
shares of restricted common stock in a private placement with net proceeds of
$596,800 received by the Company.
 
 ITEM
3 Defaults upon Senior Securities.
 None.
 
 
 ITEM
4 Submissions of Matters to a Vote of Security Holders.
 None.
 
 ITEM
5 Other Information.
 None.
 
 ITEM
6 Exhibits.
 Exhibit
      No.
              Description
              Location31.1
              Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
              Filed
      herewith31.2
              Certification of Principal
      Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002
              Filed
      herewith32.1
              Certification of Chief Executive Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
              Filed
      herewith32.2
              Certification of Principal
      Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002
              Filed
      herewith
 
 
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the Registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
    
 
  
 Date:
      November 19, 2008
              By
      /s/
      Russell
      ChaneyRussell
      ChaneyChief
      Executive Officer
 
 
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- 28