| x ANNUAL      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|-------------------------------------------------------------------------------------------------|
| For      the fiscal year ended December 31,2008                                                 |

| o  TRANSITION      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|-----------------------------------------------------------------------------------------------------------|
|                                                                                                      |
| For      the Transition Period From __________to __________                                          |
|                                                                                                      |
| Commission      File Number 0-50813                                                                       |
|                                                                                                      |

| Delaware                                            | 20-0996152                                |
|-----------------------------------------------------|-------------------------------------------|
| (State      or other Jurisdiction of incorporation) | (I.R.S.      Employer Identification No.) |
|                                                |                                      |

| 15015 Avenue of Science,      San Diego,      California | 92128           |
|----------------------------------------------------------|-----------------|
| (Address      of Principal Executive Office)             | (Zip      Code) |

----

|                                |   |                          |   |                                                                                |   |                                       |
|-------------------------------------|--------|-------------------------------|--------|-------------------------------------------------------------------------------------|--------|--------------------------------------------|
| Large      accelerated filer o |   | Accelerated      filer o |   | Non-accelerated      filer o(Do      not check if a smaller reporting company) |   | Smaller      reporting company ý |

----

----

|     |                                        | Page   |
|----------|---------------------------------------------|--------|
|     | PART I                                      |   |
| Item 15. | Exhibit, Financial Statement      Schedules | 30     |
|     | Signatures                                  | 33     |

----

Part IV

Item 15.  Exhibits, Financial StatementSchedules

| 2.1    |    | Asset      Sale and License Agreement dated as of January 4, 2007, by and between St.      Bernard Software, Inc. and Shavlik Technologies, LLC (incorporated herein      by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K      filed with the Securities and Exchange Commission on January 9,      2007).                                              |
|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |         |
| 3.1    |    | Amended      and Restated Certificate of Incorporation of St. Bernard Software, Inc.      (formerly known as Sand Hill IT Security Acquisition Corp.) (incorporated      herein by reference to Exhibit 3.1.1 to the Company’s Registration      Statement on Form S-4 initially filed with the Securities and Exchange      Commission on December 16, 2005).                   |
|   |         |
| 3.2    |    | Amended      and Restated Bylaws of St. Bernard Software, Inc. (formerly known as Sand      Hill IT Security Acquisition Corp.) (incorporated herein by reference to      Exhibit 3.1 to the Company’s Current Report on Form 8-K initially filed      with the Securities and Exchange Commission on April 5,    2007)                                                          |
|   |         |
| 4.1    |    | Specimen      Unit Certificate of St. Bernard Software, Inc. (formerly known as Sand      Hill IT Security Acquisition Corp.) (incorporated herein by reference to      Exhibit 4.1 to the Company’s Amendment No. 2 to the Registration      Statement on Form S-1 (File No. 333-114861) filed with the Securities and      Exchange Commission on June 23, 2004).         |
|   |         |
| 4.2    |    | Specimen      Common Stock Certificate of St. Bernard Software, Inc. (formerly known as      Sand Hill IT Security Acquisition Corp.) (incorporated herein by reference      to Exhibit 4.2 to the Company’s Amendment No. 2 to the Registration      Statement on Form S-1 (File No. 333-114861) filed with the Securities and      Exchange Commission on June 23, 2004). |
|   |         |
| 4.3    |    | Specimen      Warrant Certificate of St. Bernard Software, Inc. (formerly known as Sand      Hill IT Security Acquisition Corp.) (incorporated herein by reference to      Exhibit 4.3 to the Company’s Amendment No. 2 to the Registration Statement      on Form S-1 (File No. 333-114861) filed with the Securities and Exchange      Commission on June 23, 2004).           |
|   |         |
| 4.4    |    | Unit      Purchase Option No. UPO-2 dated July 30, 2004, granted to Newbridge      Securities Corporation (incorporated herein by reference to Exhibit 4.4.1      to the Company’s Annual Report on Form 10-KSB filed with the Securities      and Exchange Commission on March 31, 2005).                                                                                       |
|   |         |
| 4.5    |    | Unit      Purchase Option No. UPO-3 dated July 30, 2004, granted to James E.      Hosch (incorporated herein by reference to Exhibit 4.4.2 to the Company’s      Annual Report on Form 10-KSB filed with the Securities and Exchange      Commission on March 31, 2005).                                                                                               |
|   |         |
| 4.6    |    | Unit      Purchase Option No. UPO-4 dated July 30, 2004, granted to Maxim Group, LLC      (incorporated herein by reference to Exhibit 4.4.3 to the Company’s Annual      Report on Form 10-KSB filed with the Securities and Exchange Commission on      March 31, 2005).                                                                                                       |
|   |         |
| 4.7    |    | Unit      Purchase Option No. UPO-5 dated July 30, 2004, granted to Broadband      Capital Management, LLC (incorporated herein by reference to Exhibit 4.4.4      to the Company’s Annual Report on Form 10-KSB filed with the Securities      and Exchange Commission on March 31, 2005).                                                                                      |
|   |         |
| 4.8    |    | Unit      Purchase Option No. UPO-6 dated July 30, 2004, granted to I-Bankers      Securities Incorporated (incorporated herein by reference to Exhibit 4.4.5      to the Company’s Annual Report on Form 10-KSB filed with the Securities      and Exchange Commission on March 31, 2005).                                                                                      |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.9    |         | Warrant      issued by St. Bernard Software, Inc. on May 16, 2007 to Silicon Valley      Bank (incorporated herein by reference to Exhibit 4.1 to the Company’s      Current Report on Form 8-K filed with the Securities and Exchange      Commission on May 23, 2007).                                                                                                         |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.10   |         | Warrant      issued by St. Bernard Software, Inc. on January 25, 2008 to Agility      Capital, LLC (incorporated herein by reference to Exhibit 4.1 to the      Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on January 31, 2008).                                                                                                |
|   |         |                                                                                                                                                                                                                                                                                                                                                                                   |

----

| 4.11   |         | Warrant      issued by St. Bernard Software, Inc. on January 25, 2008 to Silicon Valley      Bank (incorporated herein by reference to Exhibit 4.2 to the Company’s      Current Report on Form 8-K filed with the Securities and Exchange      Commission on January 31, 2008).                                                                            |
|--------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |         |
| 4.12   |         | Warrant      issued by St. Bernard Software, Inc. on July 21, 2008 to Partners for      Growth II, L.P. (incorporated herein by reference to Exhibit 4.1 to the      Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on July 28, 2008).                                                                         |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 4.13   |         | Warrant      Purchase Agreement between St. Bernard Software, Inc. and Partners for      Growth II, L.P. dated July 21, 2008 (incorporated herein by reference to      Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the      Securities and Exchange Commission on July 28, 2008).                                                    |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 4.14   |    | Warrant      Purchase Agreement among Humphrey P. Polanen and Newbridge Securities      Corporation and I-Bankers Securities Incorporated (incorporated herein by      reference to Exhibit 10.13 to the Company’s Registration Statement on Form      S-1 (File No. 333-114861) filed with the Securities and Exchange      Commission on April 26, 2004.) |
|   |         |
| 4.15*  |    | St.      Bernard Software, Inc. Amended and Restated 2005 Stock Option Plan      (incorporated herein by reference to Exhibit 99.1 to the Company’s Current      Report on Form 8-K filed with the Securities and Exchange Commission on      January 4, 2008).                                                                                             |
|   |         |
| 4.16*  |    | AgaveOne,      Inc. (dba Singlefin) 2005 Stock Incentive Plan (incorporated herein by      reference to Exhibit 4.4 to the Company’s Registration Statement on Form      S-8 filed with the Securities and Exchange Commission on December 28,      2006).                                                                                                  |
|   |         |
| 4.17*  |    | St.      Bernard Software, Inc. 2006 Employee Stock Purchase Plan (incorporated      herein by reference to Exhibit 10.1 to the Company’s Current Report on      Form 8-K filed with the Securities and Exchange Commission on      December 22, 2006).                                                                                                |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.1   |         | Loan      and Security Agreement between St. Bernard Software, Inc. and Silicon      Valley Bank dated May 11, 2007 (incorporated herein by reference to      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the      Securities and Exchange Commission on May 23, 2007).                                                             |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.2   |         | Asset      Purchase Agreement between St. Bernard Software, Inc. and EVault, Inc.      dated August 13, 2007 (incorporated herein by reference to Exhibit 10.1 to      the Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on August 17, 2007).                                                                 |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.3   |         | Third      Amendment to Loan and Security Agreement between St. Bernard Software,      Inc. and Silicon Valley Bank dated January 25, 2008 (incorporated herein      by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K      filed with the Securities and Exchange Commission on January 31,      2008)                              |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.4   |         | Loan      Agreement between St. Bernard Software, Inc. and Agility Capital, LLC      dated January 25, 2008 (incorporated herein by reference to Exhibit 10.1      to the Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on January 31, 2008).                                                                 |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.5   |         | Intellectual      Property Security Agreement between St. Bernard Software, Inc. and Agility      Capital, LLC dated January 25, 2008 (incorporated herein by reference to      Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the      Securities and Exchange Commission on January 31,2008).                                        |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.6   |         | Subordination      Agreement between Agility Capital, LLC and Silicon Valley Bank dated      January 25, 2008 (incorporated herein by reference to Exhibit 10.3 to the      Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on January 31, 2008).                                                               |
|   |         |                                                                                                                                                                                                                                                                                                                                                              |
| 10.7   |         | Intellectual      Property Security Agreement between St. Bernard Software, Inc. and Silicon      Valley Bank dated January 25, 2008 (incorporated herein by reference to      Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the      Securities and Exchange Commission on January 31,  2008).                                       |

----

|   |         |                                                                                                                                                                                                                                                                                                          |
|--------|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.8   |         | St.      Bernard Software, Inc. 2008 Variable (Bonus) Compensation Plan      (incorporated herein by reference to the Company’s Current Report on Form      8-K filed with the Securities and Exchange Commission on April 28,      2008).                                                              |
|   |         |                                                                                                                                                                                                                                                                                                          |
| 10.9   |         | Employment      Agreement between St. Bernard Software, Inc. and Steve Yin executed      September 22, 2008 (incorporated herein by reference to Exhibit 10.1 to      the Company’s Current Report on Form 8-K filed with the Securities and      Exchange Commission on September 24, 2008).           |
|   |         |
| 10.10  |         | Separation      Agreement and Release between St. Bernard Software, Inc. and Vince Rossi      executed December 2, 2008 (incorporated herein by reference to Exhibit      10.1 to the Company’s Current Report on Form 8-K filed with the Securities      and Exchange Commission on December 5, 2008). |
|   |         |
| 10.11  |         | St.      Bernard Software, Inc. 2008 Variable (Bonus) Compensation Plan      (incorporated herein by reference to the Company’s Current Report on Form      8-K filed with the Securities and Exchange Commission on April 28,      2008).                                                              |
|   |         |
| 14.1   |    | Code      of Business Conduct and Ethics adopted September 7, 2006 (incorporated      herein by reference to Exhibit 14.1 to the Company’s Annual Report on Form      10-KSB filed with the Securities and Exchange Commission on March 20,      2008).                                                 |
|   |         |
| 23.1   |    | Consent      of Squar, Milner, Peterson, Miranda & Williamson,  LLP                                                                                                                                                                                                                                       |
|   |         |
| 31.1   |    | Certification      of Chief Executive Officer and Chief Financial Officer Pursuant to      Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act      of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act      of 2002.                                            |
|   |         |
| 32.1   |    | Certification      of Chief Executive Officer and Chief Financial Officer Pursuant to 18      U.S.C. Section 1350, as adopted Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.                                                                                                       |
|   |         |

___________________

| * | Management      contract or compensatory plan orarrangement |
|---|-------------------------------------------------------------|

----

|                       | ST.      BERNARD SOFTWARE, INC. |                                                                                                  |
|----------------------------|---------------------------------|-------------------------------------------------------------------------------------------------------|
|                       |                            |                                                                                                  |   |
| Dated:      March 13, 2009 | By:                             | /s/ Louis      E. Ryan                                                                           |   |
|                       |                            | Louis      E. Ryan                                                                                    |   |
|                       |                            | Chief      Executive Officer,Chief      Financial Officer, andChairman      of the Board of Directors |   |
|                       |                            |                                                                                                  |   |

|                                                  |         |                                                                                               |   |                |
|-------------------------------------------------------|--------------|----------------------------------------------------------------------------------------------------|--------|---------------------|
| Signature                                             |         | Title                                                                                              |   | Date                |
|                                                  |         |                                                                                               |
| /s/      Louis E. Ryan Louis      E. Ryan             |    | Chief      Executive Officer, Chief Financial Officer, and Chairman of the Board of      Directors |   | March      13, 2009 |
|                                                  |         |                                                                                               |   |                |
| /s/      Humphrey P. Polanen Humphrey      P. Polanen |    | Director                                                                                           |   | March      13, 2009 |
|                                                  |         |                                                                                               |
| /s/      Scott R. Broomfield Scott      R. Broomfield |    | Director                                                                                           |   | March      13, 2009 |
|                                                  |         |                                                                                               |
| /s/      Bart A.M. Van Hedel Bart      A.M. Van Hedel |    | Director                                                                                           |   | March      13, 2009 |
|                                                  |         |                                                                                               |