UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended March 31, 2009





OR





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





Commission
File No.: 333-14320





COPSYNC,
INC.


(Exact
name of registrant as specified in its charter)




Delaware
                
                98-0513637(State
      or other jurisdiction of incorporation or organization)
                
                (IRS
      Employer Identification
No.)




2010 FM
2673, Canyon Lake, Texas 78133


(Address
of principal executive offices)(Zip code)





Registrant's
telephone number, including area code: (830) 964-3838








Indicate
by check whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


x Yes o No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§323.405 of this
chapter) during the preceding 12 months (or shorter period that the registrant
was required to submit and post such files).




o Yes o No









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




Large
accelerated filer  ̈                                                                                                         
Accelerated filer  ̈




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







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





The
number of shares outstanding of each of the issuer's classes of common stock, as
of April 30, 2009, was 120,323,001 shares of Common Stock, $0.0001 par
value.






















COPSYNC,
INC.


FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2009





INDEX





PART I- FINANCIAL INFORMATION
                                                        PageItem 1. Financial Statements
                                                        3Consolidated
      Balance Sheets as of March 31, 2009 (Unaudited) and
      December 31, 2008 Audited)
                                                        5Consolidated
      Statements of Operations for the three months ended
      March 31, 2009 and 2008 (Unaudited)
                                                        6Consoldiated
      Statements of Cash Flows for the three months ended
      March 31, 2009 and 2008 (Unaudited)
                                                        8Notes to the Financial Statements
      (Unaudited)
                                                        14Item 2. Management's Discussion and Analysis of
      Financial Condition and Results of Operations
                                                        15Item 3. Quantitative and Qualitative Disclosures About
      Market Risks
                                                        16Item 4. Controls and Procedures
                                                        16PART II- OTHER INFORMATIONItem 1.Legal Proceedings
                                                        16Item 1A. Risk Factors
                                                        16Item 2. Unregistered Sales of Equity Securities and Use
      of Proceeds
                                                        16Item 3. Defaults on Senior Securities
                                                        16Item 4.Submission of Matters to a Vote of Security
      Holders
                                                        17Item 5. Other Information
                                                        17Item 6. Exhibits
                                                        17SIGNATURES
                                                        18





2


PART I - FINANCIAL INFORMATION


Item
1.  Financial Statemetns


COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Balance SheetsASSETSMarch
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                      
                      $
                      186,987
                      
                      
                      $
                      209,378Deferred
      costs on licensing contracts
                      
                      
                      107,127
                      
                      
                      
                      -Total
      Current Assets
                      
                      
                      294,114
                      
                      
                      
                      209,378PROPERTY
      AND EQUIPMENTComputer
      hardware
                      
                      
                      43,232
                      
                      
                      
                      43,232Computer
      software
                      
                      
                      16,669
                      
                      
                      
                      16,669Fleet
      vehicles
                      
                      
                      51,393
                      
                      
                      
                      51,393Furniture
      and fixtures
                      
                      
                      45,132
                      
                      
                      
                      45,132Total
      Property and Equipment
                      
                      
                      156,426
                      
                      
                      
                      156,426Less:
      Accumulated Depreciation
                      
                      
                      (74,483
                      )
                      
                      
                      (67,402
                      )Net
      Property and Equipment
                      
                      
                      81,943
                      
                      
                      
                      89,024OTHER
      ASSETSSoftware
      development costs, net
                      
                      
                      2,202,654
                      
                      
                      
                      2,127,296Lease
      security deposit
                      
                      
                      750
                      
                      
                      
                      750Total
      Other Assets
                      
                      
                      2,203,404
                      
                      
                      
                      2,128,046TOTAL
      ASSETS
                      
                      $
                      2,579,461
                      
                      
                      $
                      2,426,448









The
accompanying notes are an integral part of these financial
statements.
 3


COPSYNC,
      INC.(A
      Development Stage Company)Consolidated
      Balance Sheets (Continued)LIABILITIES AND STOCKHOLDERS'
      EQUITYMarch
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008(Unaudited)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                        
                        $
                        95,063
                        
                        
                        $
                        77,633Deferred
      revenues on licensing contracts
                        
                        
                        257,719
                        
                        
                        
                        -Convertible
      notes payable - related parties
                        
                        
                        522,250
                        
                        
                        
                        420,000Notes
      payable, current portion
                        
                        
                        5,590
                        
                        
                        
                        7,453Total
      Current Liabilities
                        
                        
                        880,622
                        
                        
                        
                        505,086LONG-TERM
      LIABILITIESNotes
      payable
                        
                        
                        24,592
                        
                        
                        
                        24,592Total
      Long-Term Liabilities
                        
                        
                        24,592
                        
                        
                        
                        24,592Total
      Liabilities
                        
                        
                        905,214
                        
                        
                        
                        529,678COMMITMENTS
      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; 120,273,001 sharesissued
      and outstanding, respectively
                        
                        
                        12,027
                        
                        
                        
                        12,027Additional
      paid-in-capital
                        
                        
                        3,545,549
                        
                        
                        
                        3,527,549Deficit
      accumulated during the development stage
                        
                        
                        (1,883,339
                        )
                        
                        
                        (1,642,816
                        )Total
      Stockholders' Equity
                        
                        
                        1,674,247
                        
                        
                        
                        1,896,770TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                        
                        $
                        2,579,461
                        
                        
                        $
                        2,426,448
  The
accompanying notes are an integral part of these financial
statements.
 4
  COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Statements of Operations(Unaudited)For
      the Three Months Ended
                                                                                                                        
                                                                                                                        
                                                                                                                        CumulativeMarch
      31,
                                                                                                                        
                                                                                                                        
                                                                                                                        From2009
                                                                                                                        
                                                                                                                        
                                                                                                                        2008
                                                                                                                        
                                                                                                                        
                                                                                                                        InceptionLICENSE
      FEE REVENUES, net of costs
                                                                                                                        
                                                                                                                        $
                                                                                                                        1,050
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        4,648OPERATING
      EXPENSESDepreciation
      and amortization
                                                                                                                        
                                                                                                                        
                                                                                                                        43,603
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        6,316
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        175,008Professional
      fees
                                                                                                                        
                                                                                                                        
                                                                                                                        29,665
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        19,902
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        193,541Salaries
      and wages
                                                                                                                        
                                                                                                                        
                                                                                                                        95,001
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        127,853
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        986,687Rent
                                                                                                                        
                                                                                                                        
                                                                                                                        8,400
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        6,120
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        93,793Other
      general and administrative
                                                                                                                        
                                                                                                                        
                                                                                                                        54,747
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        55,639
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        428,010Total
      Operating Expenses
                                                                                                                        
                                                                                                                        
                                                                                                                        231,416
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        215,830
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,877,039LOSS
      BEFORE OTHER INCOME (EXPENSE)
                                                                                                                        
                                                                                                                        
                                                                                                                        (230,366
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (215,830
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,872,391
                                                                                                                        )OTHER
      INCOME (EXPENSE)Interest
      income
                                                                                                                        
                                                                                                                        
                                                                                                                        467
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        18,093Other
      income
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        7,801Interest
      expense
                                                                                                                        
                                                                                                                        
                                                                                                                        (10,624
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (2,780
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (36,842
                                                                                                                        )Total
      Other Income (Expense)
                                                                                                                        
                                                                                                                        
                                                                                                                        (10,157
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (2,780
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (10,948
                                                                                                                        )NET
      LOSS
                                                                                                                        
                                                                                                                        $
                                                                                                                        (240,523
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (218,610
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (1,883,339
                                                                                                                        )LOSS
      PER COMMON SHARE - BASIC & DILUTED
                                                                                                                        
                                                                                                                        $
                                                                                                                        (0.00
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (0.00
                                                                                                                        )WEIGHTED
      AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
                                                                                                                        
                                                                                                                        
                                                                                                                        120,273,001
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        99,423,074
   The
accompanying notes are an integral part of these financial
statements.
 5


COPSYNC,
      INC.(A
      Development Stage Company)Consolidated Statements of Cash Flows(Unaudited)For
      the Three Months Ended
                                                                                                                        
                                                                                                                        
                                                                                                                        CumulativeMarch
      31,
                                                                                                                        
                                                                                                                        
                                                                                                                        From2009
                                                                                                                        
                                                                                                                        
                                                                                                                        2008
                                                                                                                        
                                                                                                                        
                                                                                                                        InceptionCASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                                                                                                        
                                                                                                                        $
                                                                                                                        (240,523
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (218,610
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (1,883,339
                                                                                                                        )Adjustments
      to reconcile net loss to net cash usedin operating
      activities:Depreciation
      and amortization
                                                                                                                        
                                                                                                                        
                                                                                                                        43,603
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        6,316
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        175,008Beneficial
      conversion feature
                                                                                                                        
                                                                                                                        
                                                                                                                        250
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        250Write-off
      of patent costs
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        15,560Change
      in operating assets and liabilities:Lease
      security deposit
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (750
                                                                                                                        )Deferred
      costs
                                                                                                                        
                                                                                                                        
                                                                                                                        (107,127
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (107,127
                                                                                                                        )Deferred
      revenues
                                                                                                                        
                                                                                                                        
                                                                                                                        257,719
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        257,719Accounts
      payable and accrued expenses
                                                                                                                        
                                                                                                                        
                                                                                                                        17,430
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        9,875
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        85,028Net
      Cash Used in Operating Activities
                                                                                                                        
                                                                                                                        
                                                                                                                        (28,648
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (202,419
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,457,651
                                                                                                                        )CASH
      FLOWS FROM INVESTING ACTIVITIES-Software
      development costs
                                                                                                                        
                                                                                                                        
                                                                                                                        (111,880
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,336,523
                                                                                                                        )Purchases
      of property and equipment
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (817
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (116,426
                                                                                                                        )Net
      Cash Used in Investing Activities
                                                                                                                        
                                                                                                                        
                                                                                                                        (111,880
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (817
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,452,949
                                                                                                                        )CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        914,433Payments
      on notes payable
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,863
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (1,636
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        (9,818
                                                                                                                        )Capital
      contributions
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1,634,972Payments
      on notes from related parties -directors and
      stockholders
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (15,000
                                                                                                                        )Proceeds
      received on notes and convertible notes
                                                                                                                        
                                                                                                                        
                                                                                                                        120,000
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        243,000
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        573,000Loans
      from related parties - former directors andstockholders
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        39,800Payment
      of loans from related parties - formerdirectors and
      stockholders
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (39,800
                                                                                                                        )Loan
      from third-party entity related to consultant
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        15,000Repayment
      of loan from third-party entity relatedto
consultant
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (15,000
                                                                                                                        )Net
      Cash Provided by Financing Activities
                                                                                                                        
                                                                                                                        
                                                                                                                        118,137
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        241,364
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        3,097,587NET
      INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS
                                                                                                                        
                                                                                                                        
                                                                                                                        (22,391
                                                                                                                        )
                                                                                                                        
                                                                                                                        
                                                                                                                        38,128
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        186,987CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                                                                        
                                                                                                                        
                                                                                                                        209,378
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        2,772
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                                                                                                        
                                                                                                                        $
                                                                                                                        186,987
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        40,900
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        186,987





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





COPSYNC,
      INC.(A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Continued)(Unaudited)For
      the Three Months Ended
                                                                                              
                                                                                              
                                                                                              CumulativeMarch
      31,
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              From2009
                                                                                              
                                                                                              
                                                                                              2008
                                                                                              
                                                                                              
                                                                                              InceptionSUPPLEMENTAL
      DISCLOSURES:Cash
      paid for interest
                                                                                              
                                                                                              $
                                                                                              841
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              4,507Cash
      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 notes payable
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              18,000





The
accompanying notes are an integral part of these financial
statements.
 7
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008






NOTE1 -   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 three months ended March 31, 2009 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2009.





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





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





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





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





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















8
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008





NOTE
      2 -   SIGNIFICANT ACCOUNTING POLICIES





Revenue
Recognition





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





Per the
terms of the licensing agreements, generally the entire license fee is received
by the Company at the beginning of the contract, which funds are then used to
purchase the related hardware and software needed.  Accordingly, at
March 31, 2009, the Company had received a total of $261,888 of which only
$4,169 has been recorded as earned revenue.  The remaining amount of
$257,719 has been recorded as deferred revenue on licensing agreements, which
will be recognized as revenue over the remaining term of the licensing
agreements, as earned.





In
addition, the Company had incurred hardware and software costs related to these
licensing agreements, totaling $110,246 as of March 31, 2009, of which only
$3,119 has been recorded as cost of revenues (recorded as a net cost against
licensing revenues).  The remaining amount of $107,127 has been
recorded as deferred costs on licensing agreements, which will be recognized as
cost of revenue over the remaining term of the licensing agreements, in
conjunction with the earned revenues.





Loss Per
Share





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





The
computations of basic and fully diluted loss per share of common stock are based
on the weighted average number of common shares outstanding during the period of
the consolidated financial statements, plus the common stock equivalents which
would arise from the exercise of stock options and warrants outstanding during
the period, or the exercise of convertible debentures. Common stock equivalents,
totaling 8,400,000 shares pursuant to the convertible debentures, 15,264,800
shares pursuant to outstanding warrants, and 75,000,000 shares pursuant to the
conversion of preferred shares as of March 31, 2009, have not been included
because they are anti-dilutive.














9
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008





NOTE
      2 -   SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





Loss Per Share
(Continued)





Following
is a reconciliation of the loss per share for the three months ended March 31,
2009 and 2008:




For
      the Three Months EndedMarch
      31,2009
                                        
                                        
                                        2008Net
      (loss) available to common shareholders
                                        
                                        $
                                        (240,523
                                        )
                                        
                                        $
                                        (218,610
                                        )Weighted
      average shares
                                        
                                        
                                        120,273,001
                                        
                                        
                                        
                                        9,942,374Basic
      and fully diluted loss per share (based on weighted average
      shares)
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.00
                                        )
  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.













10
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008










NOTE 2
-   SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Software Development
Costs
 
 The
Company capitalizes software development costs in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 86, “Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed,” under which certain
software development costs incurred subsequent to the establishment of
technological feasibility may be capitalized and amortized over the estimated
lives of the related products. The Company determines technological feasibility
to be established upon completion of (1) product design, (2) detail program
design, (3) consistency between product and program design and (4) review of
detail program design to ensure that high risk development issues have been
resolved. Upon the general release of the product to customers, development
costs for that product are amortized over periods not exceeding three years,
based on the estimated economic life of the product. Capitalized software
development costs, net of accumulated amortization, amounted to $2,202,654 and
$2,127,296 at March 31, 2009 and December 31, 2008, respectively.
   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 March 31, 2009, 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.
 
 NOTE 4
-    CONVERTIBLE NOTES PAYABLE
 
 During
the year ended December 31, 2008, the Company received a total of $420,000 from
a related individual pursuant to a convertible note payable. The note bears
interest at 9% per annum, is due on demand, and is convertible into common stock
at $0.05 per share.  Accrued interest on this note payable at March
31, 2009 and December 31, 2008 totaled $32,002 and $22,552,
respectively.
   11
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008
  NOTE 4
-    CONVERTIBLE NOTES PAYABLE (Continued)
 
 During
the three months ended March 31, 2009, the Company received a total of $120,000
from an unrelated individual pursuant to a convertible note
payable.  The note bears interest at 10% per annum, is due on March
31, 2011, and is convertible into common stock at $0.20 per
share.  Accrued interest on this note payable at March 31, 2009
totaled $333.
 
 The
convertible notes have been accounted for pursuant to EITF Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, and EITF Issue No. 00-27, Application of EITF Issue No. 98-5
to Certain Convertible Instruments.  Pursuant to the terms of
the convertible note received in 2008, no beneficial conversion feature was
recorded for the year ended December 31, 2008.  However, pursuant to
the terms of the new convertible note received during the three months ended
March 31, 2009, a beneficial conversion feature was recorded for the three
months ended March 31, 2009, totaling $18,000, which is being amortized over the
term of the note, or two years.
 
 NOTE 5
-    PREFERRED STOCK
 
 Pursuant
to the share exchange agreement previously discussed in Note 1, the Company
issued a total of 100,000 shares of Series A preferred stock.  Each
share of preferred stock is convertible into 750 shares of common stock, and
includes voting rights on a basis of 750 to 1.
 
 NOTE 6
-    OUTSTANDING WARRANTS
 
 As
previously discussed, the Company granted 15,000,000 warrants to an individual,
pursuant to the share exchange agreement, which warrants are exercisable at
$0.05 per share, and expire on April 1, 2012.  In addition, pursuant
to certain private placements at $0.40 per share, the Company also granted a
total of 264,800 warrants to the investors, exercisable at $0.60 per share,
which expire on March 1, 2010.  The Company estimates the fair value
of each stock award at the grant date by using the Black-Scholes option pricing
model pursuant to FASB Statement 123R, “Accounting for Stock-Based
Compensation”, which model requires the use of exercise behavior data and the
use of a number of assumptions including volatility of the Company’s stock
price, the weighted average risk-free interest rate, and the weighted average
expected life of the warrants.  Because the Company does not pay
dividends, the dividend rate variable in the Black-Scholes model is
zero.  Under the provisions of SFAS 123R, no value was assigned to the
warrants granted, thus no additional expense was recorded under the
Black-Scholes option pricing model.
 
 The
Company estimated the fair value of the stock warrants based on the following
weighted average assumptions:
  Risk-free
      interest rate
                        1.78%Expected
      life
                        18
      monthsExpected
      volatility
                        25%Dividend
      yield
                        0.00%








12
 COPSYNC,
INC.
 (A
Development Stage Company)
 Notes
to the Consolidated Financial Statements
 March
31, 2009 and December 31, 2008






NOTE 6
-    OUTSTANDING WARRANTS (Continued)
 
 A summary
of the status of the Company’s outstanding warrants as of March 31, 2009 and the
changes during the three months then ended is presented
below:




Shares
                                
                                
                                Weighted
      Average Exercise PriceOutstanding,
      beginning of period
                                
                                
                                15,264,800
                                
                                
                                $
                                0.06Granted
                                
                                
                                -
                                
                                
                                
                                n/aExercised/Expired/Cancelled
                                
                                
                                -
                                
                                
                                
                                n/aOutstanding,
      end of period
                                
                                
                                15,264,800
                                
                                
                                $
                                0.06Exercisable,
      end of period
                                
                                
                                15,264,800
                                
                                
                                $
                                0.06






As of
March 31, 2009, the following warrants were outstanding:




Warrants
                                      
                                      
                                      Exercise
      Price
                                      
                                      Termination
      Dates15,000,000
                                      
                                      
                                      $
                                      0.05
                                      
                                      April
      1, 2012264,800
                                      
                                      
                                      $
                                      0.60
                                      
                                      March
      1, 201015,264,800




NOTE 7
-    ADVISORY AGREEMENT
 
 During
the three months ended March 31, 2009, the Company entered into an agreement
with an advisory firm to assist the Company in raising additional
capital.  Per the terms of the agreement, the advisory firm will
receive a finders fee of $100,000 for the first phase of financing (up to
$1,000,000), and $200,000 for the second phase of financing (up to
$2,000,000).  In addition, the advisory firm is to receive cashless
warrants to purchase up to 5,000,000 shares of common stock (done in tranches,
based upon capital raised) at $0.20 per share for a five-year period, with
anti-dilution protection.
     13






Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 
 This
report contains “forward-looking statements”.  All statements other
than statements of historical fact are “forward-looking statements” for purposes
of federal and state securities laws, including:  any projections of
earnings, revenues or other financial items; any statements of the plans,
strategies and objectives of management for future operations; any statements
concerning proposed new products, services or developments; any statements
regarding future economic conditions or performance; any statements of belief;
and any statements of assumptions underlying any of the
foregoing.  Forward-looking statements may include the words “may,”
“will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or
“anticipate” and other similar words.
 
 Although
we believe that the expectations reflected in our forward-looking statements are
reasonable, actual results could differ materially from those projected or
assumed.  Our future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and to inherent
risks and uncertainties, such as those disclosed in this report.  We
do not intend, and undertake no obligation, to update any forward-looking
statement.
 
 You
should read the following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our unaudited condensed
consolidated financial statements, including the notes to those financial
statements, included elsewhere in this report.
  The
information contained below is subject to the “Risk Factors” and other risks
detailed in our Annual Report on Form 10-K for our fiscal year ending December
31, 2008 and our other reports filed with the Securities and Exchange
Commission.
 
 Overview
  Since
January 2005, when our predecessor, PostInk Technology, LP, a Texas limited
partnership, was formed, we have primarily been a provider of software designed
to enhance productivity and quality of work of the public safety
community.  Effective April 25, 2008, we completed a share exchange
with our predecessor.  In the share exchange, the owners of our
predecessor acquired beneficial ownership of approximately 87 percent of our
outstanding common stock.  In addition, in connection with the share
exchange, we changed our name from Global Advance Corporation to COPsync,
Inc.  As a result of the share exchange, for financial accounting
purposes, we treated the share exchange as a purchase of our company by our
predecessor.  Therefore, we have presented the historical financial
statements of our predecessor, for comparison purposes, for all of our reporting
periods prior to the share exchange presented in this prospectus.
 
 We were
incorporated in Delaware on October 23, 2006.  Prior to the share
exchange, our business plan was to develop a commercial application of a
prototype utilizing the design in a patent pending “two-foot operated mouse,”
which is a device intended to provide alternate access to all computer-related
mouse functionality through the use of one’s feet, rather than one’s
hands.  We discontinued this business plan as of September 30,
2008.  We began to focus on the business of our predecessor to develop
software that would not only enhance productivity and quality of work, but
creates a safer work environment, for the public safety community by developing
the first real-time, nationwide public safety information sharing
network.
 
 We
believe that we have developed the first integrated software product, COPsync,
which provides a real-time, nationwide information sharing network for all law
enforcement officers.  We also believe that we are the only law
enforcement software provider to have full information sharing networking
available to all subscribing agencies at the point of incident via a laptop
computer or handheld devices.  It is our mission that, in the future,
all law enforcement officers will have access to, in real time, the critical
information necessary to protect the public and themselves.  We
currently have over 3600 police officers committed to utilizing our
product.  Beta testing is complete and our product is available for
general release.  We began generating license fee revenue from our
product in the third quarter of 2008.
 
 As of
December 31, 2008, our product had successfully submitted, processed and relayed
over 28,100 officer initiated information requests.  On average, our
product is returning results to mobile users in less than five seconds, well
within the 32 second average set forth by the NCIC 2000 standards for mobile
clients.  We continue to garner support from law enforcement
agencies.   In 2008, 119 agencies expressed interest and
indicated that they would utilize our product in their respective
agencies.  However, we must obtain additional funding to establish the
cash resources necessary to implement our business plan.
 
 Law
enforcement agencies and associations at the federal, state and local levels are
pushing information sharing initiatives.  Global Justice XML standards
were developed and have been published by the United States federal government
since 1997.  To date, interoperability between law enforcement
agencies in the United States does not appear to exist.  We believe
that this failure is directly related to software vendors that have remained
focused on their existing methods of doing business, including proprietary
development, which does not focus on global information sharing.  We
strive to fulfill the interoperability role through the deployment of our
product, which is an overlay product to existing technologies that can be
deployed without jeopardizing existing vendor relationships.  Our
method of data integration will bring existing vendors into compliance with
federal mandates established after 9/11.
  
 14
 
 Basis
of Presentation, Critical Accounting Policies and Estimates
  We
prepare our financial statements in conformity with accounting principles
generally accepted in the United States.  The preparation of our
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities.  We base our
estimates on historical experience and on various assumptions that we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  These estimates and
assumptions are routinely evaluated.  Actual results may differ from
these estimates.
  Our
management believes that there has been no significant changes during the
quarter ended March 31, 2009 to the items we disclosed as our critical
accounting policies and estimates in Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on From 10-K
for the year ended December 31, 2008.
  Results
of Operations
 
 For
the three month periods ended March 31, 2009 and 2008
  Revenue.  For
the three month period ended March 31, 2009, our revenues were $1,050, compared
to $0 for the three month period ended March 31, 2008.  This increase
was due to license fee revenues realized on our product, which we released for
licensing in the third quarter of 2008.
  Operating
Expenses.  For the three month periods ended March 31, 2009 and
2008, our total operating expenses were $231,416 and $215,830,
respectively.  This increase was due to an increase in depreciation
and amortization, primarily because of an increase in capitalized software
development costs, professional fees, as a result of becoming a publicly
reporting company in April of 2008, which was partially offset by a decrease in
salaries and wages.
  Other Income
(Expense).  For the three month periods ended March 31, 2009
and 2008, other income(expense) totaled $10,157 and $2,780,
respectively.  Other income(expense) consists of interest income on
cash and cash equivalents of $467 and $0, respectively; offset by interest
expense on notes payable of $10,157 and $2,780, respectively.
  Liquidity
and Capital Resources
 
 As of
March 31, 2009, we had $186,987 in cash and cash equivalents, compared to
$209,378 as of December 31, 2008.  The decrease was due primarily to
$28,648 in cash used in operating activities and $111,880 in investing
activities, which was partially offset by $120,000 in proceeds received for the
issuance of a convertible note.  On March 31, 2009, we had a working
capital deficiency of $585,508, compared to a deficit of $295,708 on December
31, 2008.  The increase in the deficiency was due primarily to an
increase of $100,387 in convertible notes payable, and an increase of $257,719
in deferred revenues, which was offset by the increase in deferred costs and a
decrease in cash.
 
 Plan
of Operation for the Next Twelve Months.
  Our
primary business activities includes the development and sale of software that
would not only enhance productivity and quality of work, but creates a safer
work environment, for the public safety community by developing the first
real-time, nationwide public safety information sharing network.  In
the three months ending March 31, 2009, we received $261,888 from licensing our
software product, versus $110,246 in software and hardware costs related to
those receipts.  We believe that we will be able generate sufficient
cash flow from our core business activities to meet operating and capital needs
for the next twelve months.  However, we may need to seek additional
financings if the timing of sales and cash requirements necessitates such
financings.
 
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 We do not
use derivative financial instruments to hedge interest rate and foreign currency
exposure.  We do not believe that we have any material exposure to
interest rate risk.  We did not experience a material impact from interest
rate risk during fiscal 2008.
 
 Currently,
we do not have any significant investments in financial instruments for trading
or other speculative purposes, or to manage our interest rate
exposure.
  
 15
 Item 4.
Controls and Procedures
 
 Management’s
Report on Internal Control Over Financial Reporting
 
 The term
“disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act.  This term refers to the controls and procedures
of a company that are designed to ensure that information required to be
disclosed by a company in the reports it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission.  After our new
members of management joined us in April of 2008, our management team, including
our chief executive officer and chief financial officer, evaluated the
effectiveness of our disclosure controls and procedures.  Based upon
that evaluation, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective in all
material respects as of March 31, 2009.  There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of the evaluation of those controls
by the chief executive officer and principal financial officer.
 
 Changes
in Internal Control Over Financial Reporting
 
 No change
in our internal control over financial reporting occurred during the quarter
ended March 31, 2009, that materially affected, or was reasonably likely to
materially affect, our internal control over financial reporting.
 
 Limitations
on the Effectiveness of Internal Controls
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
 
 PART II - OTHER INFORMATION
 
 Item
1.Legal Proceedings
 
 From time
to time, we may be involved in litigation relating to claims against us arising
out of our operations in the normal course of business.  At this time,
we are not involved in any legal proceedings that our management currently
believes would be material to our business, financial condition or results of
operations.  To the extent we become involved in any litigation, we
could be forced to incur material expenses with respect to those legal
proceedings, and in the event there is an outcome in any that is adverse to us,
our financial position and prospects could be harmed.
 
 Item 1A.Risk Factors
 
 Not
applicable.
 
 Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
 
 On March
20, 2009, we completed a private placement of a convertible promissory note, in
a principal amount of $120,000, which was issued to an individual
investor.  The note is convertible into 600,000 shares of our common
stock, $0.0001 par value (“Common Stock”).  We received $120,000 in
cash for the Note.
 
 The note,
and the shares of our common stock issuable upon conversion of the note, was
offered and sold to one private individual that we reasonably believes are
“accredited investors,” as such term is defined in Rule 501 under the Securities
Act.  The offers and sales were made without registration under the
Securities Act, or the securities laws of certain states, in reliance on the
exemptions provided by Section 4(2) of the Securities Act and Regulation D under
the Securities Act and in reliance on similar exemptions under applicable state
laws.  No general solicitation or general advertising was used in
connection with the offering of the note.  We disclosed to the
investor that the note and the common stock underlying the note could not be
sold unless they are registered under the Securities Act or unless an exemption
from registration is available, and the note included, and the certificates
representing the common stock to be issued upon conversion of the note will
include, a legend to that effect.
 
 Item
3.  Defaults Upon Senior Securities
 
 None.






16


Item
4. Submission of Matters to a Vote of
Securityholders
 
 None.
 
 Item
5.Other Information
 
 On March
20, 2009, we issued a note in the initial principal amount of
$120,000.  The note is unsecured and accrues interest at a rate of
10.0% per annum.  All outstanding principal and accrued interest is
due and payable on March 31, 2011.  The principal amount is
convertible at the option of the holder into shares of our common stock at a
conversion price equal to $0.20 per share.  With ten days prior
written notice after September 30, 2009, we can require that the note be
converted if our common stock trades in excess of $0.60 for at least 30
days.  Accrued interest is payable on each September 30 and March 31
until maturity in cash or, at our option, in shares of our common stock with an
aggregate market price equal to the accrued and unpaid interest.  We
may not prepay the note without the consent of the holder.
 
 Item
6.Exhibits
 
 31.1 –
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
Financial Officer.
 32.1 –
Section 1350 Certifications.
  
 17
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
   COPsync,
      Inc.Date:
      May 20, 2009
                By:
                /s/ Russell
      ChaneyRussell
      ChaneyChief
      Executive Officer
                  (Principal Executive Officer)
           18