UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | 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                                                            
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



Commission File Number: 000-52719



Brekford International Corp.

(Exact name of registrant as specified in its charter)





|                             |  |                    
|---------------------------- |  | -------------------
|Delaware                     |  | 20-4086662         
|(State or Other Jurisdiction |  | (I.R.S. Employer   
|of Incorporation)            |  | Identification No.)

7020 Dorsey Road, Suite C, Hanover, Maryland 21076

(Address of Principal Executive Office) (Zip Code)

(443) 557-0200

(Registrants telephone number, including area code)





|                                                                                                                                                                                                                                                                                                                                                                                      |   |     |   |                           |   |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | ------------------------- | - |  |  | 
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was                                                                                                                                        
|required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                                                                                                                                            | ü | Yes |   | 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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|                                                                                                                                                                                                                                                                                                                                                                                      |   | Yes |   | 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                                                                                                                                                                                                                                                                                                                                                                 |   |     |   | Smaller reporting company | ü | 
|                                                                                                                                                                                                                                                                                                                                                                                      |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                                               |   | Yes | ü | No                       
|                                                                                                                                                                                                                                                                                                                                                                                      |  
|Indicate the number of shares outstanding of each of the issuers classes of Common Stock, as of the latest practicable date. The issuer had 57,935,609 shares of Common Stock, par value $0.0001 per share (Common Stock) issued and outstanding as of May 6, 2009.                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                     







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Brekford International Corp.

Form 10-Q



Index



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|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|PART I  FINANCIAL INFORMATION
2
Item 1.
Financial Statements
2
Condensed Consolidated Balance Sheets at March 31, 2009 (Unaudited) and December 31, 2008
2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009
and 2008 (Unaudited)
3
Condensed Consolidated Statement of Stockholders Equity for the Three Months Ended March 31, 2009
(Unaudited)
4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and
2008 (Unaudited)
5
Notes to Unaudited Condensed Consolidated Financial Statements
6

Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
11
Item 4T.
Controls and Procedures
14
PART II  OTHER INFORMATION
16
Item 1.
Legal Proceedings
16
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
16
Item 3.
Defaults Upon Senior Securities
16
Item 4.
Submission of Matters to a Vote of Security Holders
16
Item 5.
Other Information
16
Item 6.
Exhibits
16
SIGNATURES
17





1



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PART I  FINANCIAL INFORMATION

Item 1.

Financial Statements

Brekford International Corp. and Subsidiary

Condensed Consolidated Balance Sheets

|                                                                                                                                                                       |  |                 |             |                   |   |            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ----------- | ----------------- | - | -----------
|                                                                                                                                                                       |  | March 31, 
2009 |             | December 31,
2008
|                                                                                                                                                                       |  | (Unaudited)     |             |                   |  
|ASSETS                                                                                                                                                                 |  |                 |             |                   |   |            
|CURRENT ASSETS                                                                                                                                                         |  |                 |             |                   |   |            
|Cash and cash equivalents                                                                                                                                              |  | $               | 52,445      |                   | $ | 436,451    
|Restricted cash                                                                                                                                                        |  |                 | 331,823     |                   |   | 331,823    
|Accounts receivable, net                                                                                                                                               |  |                 | 2,112,446   |                   |   | 2,230,479  
|Unbilled receivables                                                                                                                                                   |  |                 | 155,833     |                   |   |           
|Prepaid expenses                                                                                                                                                       |  |                 | 557,839     |                   |   | 28,139     
|Work in process                                                                                                                                                        |  |                 | 191,602     |                   |   | 275,925    
|Total Current Assets                                                                                                                                                   |  |                 | 3,401,988   |                   |   | 3,302,817  
|Property and equipment, net                                                                                                                                            |  |                 | 511,002     |                   |   | 541,454    
|Other non-current assets                                                                                                                                               |  |                 | 416,123     |                   |   | 464,228    
|TOTAL ASSETS                                                                                                                                                           |  | $               | 4,329,113   |                   | $ | 4,308,499  
|                                                                                                                                                                       |  |                 |             |                   |   |            
|LIABILITES AND STOCKHOLDERS EQUITY                                                                                                                                    |  |                 |             |                   |   |            
|CURRENT LIABILITIES                                                                                                                                                    |  |                 |             |                   |   |            
|Accounts payable and accrued expenses                                                                                                                                  |  | $               | 1,595,922   |                   | $ | 1,778,347  
|Accrued payroll and related expenses                                                                                                                                   |  |                 | 67,380      |                   |   | 50,345     
|Equipment notes payable - current portion                                                                                                                              |  |                 | 48,007      |                   |   | 45,704     
|Customer deposits                                                                                                                                                      |  |                 | 49,208      |                   |   |           
|Deferred rent - current portion                                                                                                                                        |  |                 | 22,155      |                   |   | 20,778     
|Total Current Liabilities                                                                                                                                              |  |                 | 1,782,672   |                   |   | 1,895,174  
|                                                                                                                                                                       |  |                 |             |                   |   |            
|Equipment notes payable, net of current portion                                                                                                                        |  |                 | 43,298      |                   |   | 53,371     
|Deferred rent, net of current portion                                                                                                                                  |  |                 | 255,709     |                   |   | 265,989    
|TOTAL LIABILITIES                                                                                                                                                      |  |                 | 2,081,679   |                   |   | 2,214,534  
|                                                                                                                                                                       |  |                 |             |                   |   |            
|COMMITMENTS AND CONTINGENCIES                                                                                                                                          |  |                 |            |                   |   |           
|                                                                                                                                                                       |  |                 |             |                   |   |            
|STOCKHOLDERS' EQUITY                                                                                                                                                   |  |                 |             |                   |   |            
|Preferred stock, par value $0.0001 per share; 20,000,000 shares
authorized; none issued and outstanding                                                                |  |                 |            |                   |   |           
|Common stock, par value $0.0001 per share; 150,000,000 shares 
authorized; 59,626,565 shares issued and 57,722,540 outstanding
at March 31, 2009 and December 31, 2008 |  |                 | 5,963       |                   |   | 5,963      
|Additional paid-in capital                                                                                                                                             |  |                 | 10,494,892  |                   |   | 10,494,892 
|Treasury stock, at cost; 1,904,025 shares at March 31, 2009 and
December 31, 2008                                                                                      |  |                 | (227,683)   |                   |   | (227,683)  
|Accumulated Deficit                                                                                                                                                    |  |                 | (8,025,738) |                   |   | (8,179,207)
|TOTAL STOCKHOLDERS' EQUITY                                                                                                                                             |  |                 | 2,247,434   |                   |   | 2,093,965  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                             |  | $               | 4,329,113   |                   | $ | 4,308,499  







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



2



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Brekford International Corp. and Subsidiary

Condensed Consolidated Statements of Operations (Unaudited)

|                                                                  |  |                              |            |      |   |            
|----------------------------------------------------------------- |  | ---------------------------- | ---------- | ---- | - | -----------
|                                                                  |  | Three Months Ended March 31,
|                                                                  |  | 2009                         |            | 2008
|                                                                  |  |                              |            |      |   |            
|NET SALES                                                         |  | $                            | 3,378,733  |      | $ | 3,127,814  
|                                                                  |  |                              |            |      |   |            
|COST OF SALES                                                     |  |                              | 2,833,320  |      |   | 2,671,244  
|                                                                  |  |                              |            |      |   |            
|GROSS PROFIT                                                      |  |                              | 545,413    |      |   | 456,570    
|                                                                  |  |                              |            |      |   |            
|OPERATING EXPENSES                                                |  |                              |            |      |   |            
|Salaries and related expenses                                     |  |                              | 207,694    |      |   | 695,264    
|Selling, general and administrative expenses                      |  |                              | 184,606    |      |   | 768,623    
|                                                                  |  |                              |            |      |   |            
|TOTAL OPERATING EXPENSES                                          |  |                              | 392,300    |      |   | 1,463,887  
|                                                                  |  |                              |            |      |   |            
|INCOME (LOSS) FROM OPERATIONS                                     |  |                              | 153,113    |      |   | (1,007,317)
|                                                                  |  |                              |            |      |   |            
|OTHER INCOME (EXPENSE)                                            |  |                              |            |      |   |            
|Interest expense                                                  |  |                              | (2,323)    |      |   | (3,374)    
|Interest income                                                   |  |                              | 2,679      |      |   | 16,193     
|                                                                  |  |                              |            |      |   |            
|TOTAL OTHER INCOME                                                |  |                              | 356        |      |   | 12,819     
|                                                                  |  |                              |            |      |   |            
|NET INCOME (LOSS)                                                 |  | $                            | 153,469    |      | $ | (994,498)  
|                                                                  |  |                              |            |      |   |            
|NET INCOME (LOSS) PER SHARE  BASIC AND DILUTED                   |  | $                            | 0.00       |      | $ | (0.02)     
|                                                                  |  |                              |            |      |   |            
|WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING  BASIC AND DILUTED |  |                              | 60,189,065 |      |   | 63,733,704 











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



3



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Brekford International Corp. and SubsidiaryCondensed Consolidated Statement of Stockholders Equity for the
Three Months Ended March 31, 2009 (Unaudited)



|                                     |              |                |        |   |           |        |            |      |   |                            |  |   |            |  |             |                     |   |           |  |   |             |  |   |           | 
|------------------------------------ | ------------ | -------------- | ------ | - | --------- | ------ | ---------- | ---- | - | -------------------------- |  | - | ---------- |  | ----------- | ------------------- | - | --------- |  | - | ----------- |  | - | --------- | 
|                                     |              |                |        |   |           |        |            |      |   | Additional
Paid-In
Capital |  |   |            |  |             | Accumulated
Deficit |   | Total     | 
|Preferred Stock                      | Common Stock | Treasury Stock
|Shares                               |              | Par
Value      | Shares |   | Par
Value | Shares |            | Cost
|BALANCE - December 31, 2008          |              |               |        |   |          |        | 59,626,565 |      | $ | 5,963                      |  | $ | 10,494,892 |  | (1,904,025) |                     | $ | (227,683) |  | $ | (8,179,207) |  | $ | 2,093,965 | 
|Net Income for the period            |              |               |        |   |          |        |           |      |   |                           |  |   |           |  |            |                     |   |          |  |   | 153,469     |  |   | 153,469   | 
|BALANCE - March 31, 2009
(Unaudited) |              |               |        | $ |          |        | 59,626,565 |      | $ | 5,963                      |  | $ | 10,494,892 |  | (1,904,025) |                     | $ | (227,683) |  | $ | (8,025,738) |  | $ | 2,247,434 | 







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



4



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Brekford International Corp. and Subsidiary

Condensed Consolidated Statements of Cash Flows (Unaudited)

|                                                                                     |                              |           |      |   |           | 
|------------------------------------------------------------------------------------ | ---------------------------- | --------- | ---- | - | --------- | 
|                                                                                     | Three Months Ended March 31, |          
|                                                                                     | 2009                         |           | 2008 |  
|                                                                                     |                              |           |      |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                                              |                              |           |      |   |           | 
|Net Income (Loss)                                                                    | $                            | 153,469   |      | $ | (994,498) | 
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |                              |           |      |   |           | 
|Depreciation and amortization                                                        |                              | 30,452    |      |   | 29,076    | 
|Stock-based compensation, net of treasury stock and forfeiture                       |                              |          |      |   | 201,323   | 
|Deferred rent                                                                        |                              | (8,903)   |      |   | (7,568)   | 
|Changes in operating assets and liabilities:                                         |                              |           |      |   |           | 
|Accounts receivable                                                                  |                              | (37,800)  |      |   | (90,437)  | 
|Prepaid expenses                                                                     |                              | (529,700) |      |   | 270,198   | 
|Work in process                                                                      |                              | 84,323    |      |   | (461,309  | 
|Deposits                                                                             |                              | 48,105    |      |   | (41,879)  | 
|Accounts payable and accrued expenses                                                |                              | (182,425) |      |   | 930,530   | 
|Accrued payroll and related expenses                                                 |                              | 17,035    |      |   | 17,092    | 
|Customer deposits                                                                    |                              | 49,208    |      |   |          | 
|Deferred revenue                                                                     |                              |          |      |   | 35,902    | 
|NET CASH USED IN OPERATING ACTIVITIES                                                |                              | (376,236) |      |   | (111,570) | 
|                                                                                     |                              |           |      |   |           | 
|CASH FLOWS USED IN INVESTING ACTIVITIES                                              |                              |           |      |   |           | 
|Purchases of property and equipment                                                  |                              |          |      |   | (19,488)  | 
|NET CASH USED IN INVESTING ACTIVITIES                                                |                              |          |      |   | (19,488)  | 
|                                                                                     |                              |           |      |   |           | 
|CASH FLOWS USED IN FINANCING ACTIVITIES                                              |                              |           |      |   |           | 
|Principal payments on equipment note payable                                         |                              | (7,770)   |      |   | (9,687)   | 
|NET CASH USED IN FINANCING ACTIVITIES                                                |                              | (7,770)   |      |   | (9,687)   | 
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                            |                              | (384,006) |      |   | (140,745) | 
|                                                                                     |                              |           |      |   |           | 
|CASH AND CASH EQUIVALENTS  Beginning of period                                      |                              | 436,451   |      |   | 2,092,951 | 
|                                                                                     |                              |           |      |   |           | 
|CASH AND CASH EQUIVALENTS  End of period                                            | $                            | 52,445    |      | $ | 1,952,206 | 
|                                                                                     |                              |           |      |   |           | 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                    |                              |           |      |   |           | 
|Cash paid for interest                                                               | $                            | 2,398     |      | $ | 3,374     | 







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



5



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Brekford International Corp. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1DESCRIPTION OF THE BUSINESS

Brekford International Corp. is a leading provider of fully integrated vehicle installation, rugged technology solutions geared towards mission critical operations. For more than a decade, the company has provided services to branches of the U.S. military, various federal entities and numerous security and public safety agencies throughout the Mid-Atlantic region. Brekford provides these agencies with an end-to-end suite of superior products and services designed to streamline procurement processes and offer maximum functionality to their day to day operations.

Brekford  provides end-to-end mobile communications, information technology and vehicle upfitting solutions including:

·

Ruggedized mobile computing, video and communications products and services for homeland security and public safety environments;

·

Information technology products in support of homeland security and public safety back-office operations; and,

·

Bumper-to-bumper vehicle modification products and services, including specialized lights, sirens, prisoner cages and ballistics protection for homeland security, law enforcement, fire and emergency medical vehicles.

The Companys customers principally include municipal police departments, state and municipal public safety agencies and, from time to time, public utilities, fortune 500 companies and government integrators.

Unless the context indicates otherwise, use of the term, the Company, refers to Brekford and its wholly-owned subsidiary.

NOTE 2  LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of $1,619,316 at March 31, 2009. The Companys primary sources of liquidity through March 31, 2009 have been the cash flows it has generated from its operations and funds received in a private placement transaction completed during the year ended December 31, 2007.

The Company recorded net income of $153,469 for the three months ended March 31, 2009 and its accumulated deficit amounted to $8,025,738 at March 31, 2009. Cash flows used in operations for the three months ended March 31, 2009 was $(376,236), primarily due to the prepayment of $538,750 custom-designed laptop mounts for vehicles from the Companys largest single vendor.

Management believes that the Companys current level of working capital combined with funds that it expects to generate in its operations during the next twelve months will be sufficient to sustain the business through at least April 2010. While the Company has taken certain measures to conserve its liquidity as it continues the effort to pursue its business initiatives, there can be no assurance that the Company will be successful in its efforts to expand its operations or that the expansion of its operations will improve its operating results. The Company also cannot provide any assurance that unforeseen circumstances, such as the current economic crisis, will not have a material adverse effect on the business that could require it to raise additional capital or take other measures to sustain operations in the event that outside sources of capital are not available. Although the Company has no specific indication that its business will be affected by the current economic crisis or at a level beyond managements ability to manage this risk, this matter is an uncertainty that is under continuous review by management. The current economic crisis could also have an effect on the Companys ability to obtain external funding if needed. If the Company encounters unforeseen circumstances it may need to curtail certain of its operations. Although management believes the Company has access to capital resources, it has not secured any commitments for new financing at this time nor can it provide any assurance that new capital will be available to it on acceptable terms, if at all.



6



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Brekford International Corp. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements the Company include accounts of Brekford and its wholly-owned subsidiary. Intercompany transactions and balances are eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position and the results of operations for the periods presented.

This Form 10-Q should be read in conjunction with the Companys financial statements for the year ended December 31, 2008 contained in the Companys annual report on Form 10-K filed with the Securities and Exchange Commission on March 23, 2009.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and related disclosures. The Companys consolidated financial statements include amounts that are based on managements best estimates and judgments. Managements estimates include the allowance for doubtful accounts, stock based compensation, deferred tax asset valuation allowance and the estimated life of property and equipment. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash consisted of amounts reserved for investor and public relations services under the terms of a placement agreement with the Companys selling agent.

Concentration of Credit Risk

The Company maintains checking and money market accounts with major financial institutions. Accounts at each bank are insured by the Federal Deposit Insurance Corporation (FDIC). From time to time amounts deposited may exceed the FDIC limits.  The Company has not experienced any losses on these accounts.

Accounts Receivable, net

Accounts receivable are carried at estimated net realizable value. The Company has a policy of reserving for uncollectable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts was $181,402 at December 31, 2008, respectively.

Unbilled Receivables

Unbilled receivables are carried at estimated net realizable value. Unbilled receivables represent revenue that has been recognized in accordance with the terms of the invoice, yet has not been invoiced to the customers.  Unbilled receivables primarily occur due to the timing of the respective billings, which occur subsequent to the end of each reporting period.



7



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Brekford International Corp. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company applies the revenue recognition principles set forth under SEC Staff Accounting Bulletin (SAB) 104 with respect to all of its revenue. The Company adheres strictly to the criteria outlined in SAB 104, which provides for revenue to be recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery or installation has been completed, (iii) the customer accepts and verifies receipt, and (iv) collectability is reasonably assured.

The Company earns revenue from ruggedized mobile computing, video and communications products and services for homeland security and public safety environments, and bumper-to-bumper vehicle modification products and services, including specialized lights, sirens, prisoner cages and ballistics protection for homeland security, law enforcement, fire and emergency medical vehicles. Under these arrangements, the Company provides its customers with (i) audiovisual signaling equipment and other public safety vehicle products, (ii) notebook computers, (iii) customized mounting equipment designed for use in first responder vehicles, (iv) customized audio and visual signaling equipment, (v) audio and video evidence collection equipment, and (vi) installation services. The Company requires all of its product sales to be supported by evidence of a sale transaction that clearly indicates the selling price to the customer, shipping terms, payment terms (generally 30 days) and refund policy, if any. The Company generally configures such notebook computers, mounting systems and other public safety equipment to conform to customer specifications defined at the time in which the contract or sale is negotiated, which sales are made at fixed prices. The Company, from time to time, may also install computer software on laptops that it resells to its customers on a time and materials basis.

The Company considers delivery to its customers to have occurred at the time in which products are delivered and/or installation work is completed and the customer acknowledges its acceptance of the work.

The Company provides its customers with a warranty against defects in the installation of its vehicle upfitting solutions for one year from the date of installation. The Company accounts for warranty liabilities in accordance with the provisions of FAS 5 Accounting for Contingencies (as amended). Warranty claims were insignificant during the three months ended March 31, 2009 and 2008.

The Company also performs warranty repair services on behalf of the manufacturers of the equipment it sells. The Company does not currently offer separately priced extended warranty and product maintenance contracts, nor does the Company reduce its prices in anticipation of selling extended warranties offered by the manufacturers of the equipment it sells. Revenues from warranty services were insignificant during the three months ended March 31, 2009 and 2008.

Net Income (Loss) Per Share

In accordance with SFAS No. 128 Earnings Per Share, Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock, Common Stock equivalents and potentially dilutive securities outstanding during each period. Diluted income per share for the three months ended March 31, 2009 excludes warrants in the computation because their effect would be anti-dilutive.

The Companys computation of net income (loss) per share includes 562,500 and 375,000 options exercisable at $0.01 per share at March 31, 2009 and 2008, respectively. Additionally, 16,595,000 and 17,220,000 common stock purchase warrants issued as of March 31, 2009 and 2008, respectively, were excluded from the determination of net income (loss) per share as their effect is anti-dilutive.



8



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Brekford International Corp. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Adopted Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles(SFAS 162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement became effective on January 1, 2009.  The adoption of SFAS 162 did not have a material impact on the Companys financial position and results of operations.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. The adoption of FSP EITF 03-6-1 did not have a material impact on the Companys financial position and results of operations.

In June 2008, the EITF reached a consensus in Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys Own Stock (EITF 07-5). This Issue addresses the determination of whether an instrument (or an embedded feature) is indexed to an entitys own stock, which is the first part of the scope exception in paragraph 11(a) of SFAS 133. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of EITF 07-5 did not have a material impact on the Companys financial position and results of operations.

New Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP 115-2 and 124-2). FSP 115-2 and 124-2 amends the guidance on other-than-temporary impairment for debt securities and modifies the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company is evaluating the impact of FSP 115-2 and 124-2 on its financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 provides additional guidance for estimating fair value under Statement of Financial Accounting Standard No. 157, Fair Value Measurements when there is an inactive market or the market is not orderly. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company is evaluating the impact of FSP 157-4 on is financial statements.

In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP 107-1 and 28-1). This FSP requires disclosure about fair value of financial instruments in interim periods, as well as annual financial statements. FSP 107-1 and 28-1 is effective for interim periods ending after June 15, 2009. The Company is evaluating the impact of this FSP on its financial statements.



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Brekford International Corp. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements (Continued)



NOTE 4  COMMITMENTS AND CONTINGENCIES

Brekford International Corp. v. Woot, Inc.

On or about January 16, 2009, the Company filed suit against Woot, Inc., a Texas corporation (Woot) in the United States District Court of the Southern District of Florida, Miami Division, Case No. 09-20143-Civ-Seitz/OSullivan. The Company alleges that on or about July 29, 2008, the Company agreed to purchase from Woot, and Woot agreed to sell to the Company ten thousand (10,000) Lexmark printers and digital camera bundles (the Goods) for the purchase price of $370,000 (the Contract Price). The Company paid Woot the Contract Price and instructed Woot to ship the Goods to a third party. Woot breached the contract by failing to deliver the Goods to the third party as directed. The Company demanded Woot return the full Contract Price; however, Woot refunded $50,000 to the Company. As a result of Woots breaches, the Company is seeking damages in the amount of $320,000, plus pre-judgment interest and costs. On March 9, 2009, Woot filed a motion to dismiss for lack of personal jurisdiction and an alternative motion to transfer venue. On April 14, 2009, an order was entered granting the defendants request for a change in venue and transferring the case to the United States District Court of the Eastern District of Texas. Although the Company believes it has a strong position and is entitled to a full refund, a possible range of loss or timing of a resolution cannot be predicted at this time. Accordingly, the deposit on this contract is classified in non-current assets in the accompanying balance sheet at March 31, 2009 and December 31, 2008.

NOTE 5  MAJOR CUSTOMERS AND VENDORS

Major Customers

During the three months ended March 31, 2009, sales to two customers which are agencies of state or municipal governments represented 33% and 20% respectively of net sales. Accounts receivable due from these customers amounted to 53% and 12% of total accounts receivable at March 31, 2009.

During the three months ended March 31, 2008, sales to two customers, two of which are agencies of state or municipal government represented 9% and 13% respectively of net sales.

Major Vendors

The Company purchased substantially all laptop computers that it resold during the periods presented from a single distributor. Revenues from laptop computers, which amounted to approximately $1,953,919 and $863,000, comprised approximately 58% and 28% of total revenues for the three months ended March 31, 2009 and 2008, respectively. As of March 31, 2009 and 2008, accounts payable due to this distributor amounted to 54% and 67%, respectively.

In addition, the Company purchases custom-designed laptop mounts for vehicles from a single vendor. Revenues from laptop vehicle mounts, which amounted to approximately $307,845 and $164,000 the three months ended March 31, 2009 and 2008, respectively, comprised approximately 9% and 5% of total revenues, respectively, for each year.

While the Company believes that alternative sources of these products are available, it has yet to identify sources other than these two vendors that have the ability to deliver these products to the Company within the time frames and specifications that it currently demands. The loss of either of these vendors could result in a temporary disruption of the Companys operations.



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Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis presents a review of the condensed consolidated operating results of Brekford International Corp .and its wholly-owned subsidiary (Brekford and its subsidiary referred to together as the Company) for the three months ended March 31, 2009 and 2008, respectively, and the financial condition of the Company at March 31, 2009. The discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included herein, as well as the Companys financial statements for the year ended December 31, 2008 filed with its Annual Report on Form 10-K on March 23, 2009.

Forward-Looking Statements

Statements included in this Quarterly Report filed on Form 10-Q (Form 10-Q) that do not relate to present or historical conditions are forward-looking statements. Such forward-looking statements involve risks and uncertainties that could cause results or outcomes to differ materially from those expressed in the forward-looking statements. Forward-looking statements may include, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions and are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as believes, forecasts, intends, possible, estimates, anticipates, and plans and similar expressions are intended to identify forward-looking statements. Our ability to predict projected results or the effect of events on our operating results is inherently uncertain. Forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those discussed in this document. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or managements good faith belief with respect to future events, and is subject to risks and uncertainties that could cause our growth and actual performance or results to differ materially from those expressed in the statements. Important factors that could cause such differences include, but are not limited to: (i) industry competition, conditions, performance and consolidation, (ii) legislative and/or regulatory developments, (iii) the effects of adverse general economic conditions, both within the United States and globally, and (iv) any adverse economic or operational repercussions from terrorist activities, war or other armed conflicts; and (v) the availability of debt and equity financing in view of the current economic crisis.

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements.

Overview

As a result of the events of September 11, 2001, the homeland security industry saw significant growth, from approximately $10 billion in 2000 to over $59 billion in 2006 (Source: Homeland Security Research Corporation). This growth is expected to continue, with worldwide government and business spending predicted to reach $178 billion annually by 2015 (Source: WAM (United Arab Emirates News Agency), December 2007). Operating within the broader homeland security industry, the majority of the revenue we have earned and cash we have generated since 2004 has been as the result of appropriations and grants by the U.S. federal government to state and local agencies for the development of more robust computing and interoperable communications platforms.

The products and services from which we have earned revenue include:

·

Rugged and non-rugged mobile communications equipment and integration services for public safety and government customers (police, fire and emergency medical services (EMS));

·

IT and office electronics products and services to federal, state agency and commercial customers; and

·

Vehicle upfitting services provided to local and federal law enforcement agencies and departments, such as, installation of light bars sirens and mobile data equipment.



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Although we have not yet experienced a significant adverse effect from the economic recession occurring in the United States, the information technology industry overall is affected by general economic conditions including the effects of inflation, recession, unemployment, trends in national and global economies and other factors beyond our control. An economic recession or a delayed economic recovery over a prolonged period of time in our primary market area could cause a decrease in the level of spending by our primary customers, local and municipal governments, and thereby cause operating losses, impairment of liquidity and erosion of capital. We cannot assure you that adverse changes in the economy would not have a material effect on our future consolidated financial condition, results of operations and cash flows.

The primary products and services from which we have earned revenue and anticipate we will continue to earn revenue, include rugged notebook computers, mounting systems, wireless data services including wireless Internet access and global positioning systems (GPS), mobile audio and video recording systems, and installation services of all the above components in first responder and commercial fleet vehicles. The majority of our sales occur in the Mid-Atlantic region, which is comprised of the states of Maryland, Virginia, Delaware, New Jersey and Pennsylvania. Primarily, we sell our products to state and local government and commercial customers, but have also sold mobile data systems to federal law enforcement agencies as well. Although we operate in an industry that has experienced substantial growth in recent years, it is also characterized by extensive fragmentation and intense competition. As such, larger competitors may have greater buying power and therefore may be able to offer better pricing, which is a key factor in determining whether a contract will be awarded by local, state and federal agencies with limited budgets. In addition, although the majority of our sales are to government agencies and other government contractors with historically stable operating budgets, the significant economic downturn and recession has had and will most likely continue to have a detrimental effect on our rate of growth and, if long-term, an adverse effect on our financial condition and operating results.

To address these competitive pressures and industry trends, we intend to grow our revenues by:

·

Offering an expanded platform of products and higher-end technical services to our existing customers;

·

Increasing our customer base by expanding our offerings into additional regions;

·

Offering municipal lease/financing options on full vehicle build-outs through a third-party financial services company;

·

Using the recently granted placement on the General Services Administration (GSA) Schedule 84, a preferred, pre-negotiated contract that provides significant revenue opportunities from federal, state and local governments, which, along with the passage of the Local Preparedness Acquisition Act, management believes will benefit our upfitting group by opening up our products and services to federal, state and local governments with which we have not done business before;

·

Targeting new industry verticals, such as healthcare; and,

·

Launching our private label products such as our Slick-Ticket electronic ticketing system.

Satisfaction of our cash obligations for the next 12 months

We are pursuing the above opportunities in the public safety vehicle upfitting market. Accordingly, our cash obligations are anticipated to increase over the next 12 months. The cash would be utilized to fund the hiring of sales and technical employees, and business development and marketing expenses associated with our expected new products and services.

We believe our cash flows from operations, certain restructuring and cost control measures we have implemented during the quarter are sufficient to sustain our operations through the quarter ended March 31, 2010. However, we anticipate that we will need additional funding to pursue our long-term strategy to further develop our upfitting business by (i) offering higher gross margin products and services, (ii) expanding our upfitting operations throughout the Mid-Atlantic region, (ii) acquiring technical and sales personnel and, (iii) acquiring the resources necessary for our performance under local, state and federal government contracts we believe may be awarded. While we have various alternative plans to secure such financing, there can be no assurance that any such plans will be successful.



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Results of Operations

Results of Operations for the Three Months Ended March 31, 2009 and 2008 Compared

The following tables summarize selected items from the statement of operations for the three months ended March 31, 2009 compared to the three months ended March 31, 2008.

|                                   |  |                             |           |          |   |           |  |   |         |  |  |     | 
|---------------------------------- |  | --------------------------- | --------- | -------- | - | --------- |  | - | ------- |  |  | --- | 
|                                   |  | ThreeMonths Ended March 31, |           | Increase |  
|                                   |  | 2009                        |           | 2008     |   | $         |  | % |        
|Revenues                           |  | $                           | 3,378,733 |          | $ | 3,127,814 |  | $ | 250,919 |  |  | 8%  | 
|                                   |  |                             |           |          |   |           |  |   |         |  |  |     | 
|Cost of Sales                      |  |                             | 2,833,320 |          |   | 2,671,244 |  |   | 162,076 |  |  | 6%  | 
|                                   |  |                             |           |          |   |           |  |   |         |  |  |     | 
|Gross Profit                       |  | $                           | 545,413   |          | $ | 456,570   |  | $ | 88,843  |  |  | 19% | 
|                                   |  |                             |           |          |   |           |  |   |         |  |  |     | 
|Gross Profit Percentage of Revenue |  |                             | 16%       |          |   | 15%       |  |   |         |  |  |     | 

Revenues

Consolidated revenues for the three months ended March 31, 2009 amounted to $3,378,733 as compared to revenues of $3,127,814 for the three months ended March 31, 2008, an increase of $250,919 or 8%, primarily due to an increase in sales of laptops, modems and installation services during the three months ended March 31, 2009.

Cost of Sales

Cost of sales for the three months ended March 31, 2009 amounted to $2,833,320 as compared to $2,671,244 for the three months ended March 31, 2008, an increase of $162,076 or 6%, primarily due to the increase in sales of laptops and installations and an increase in vehicle upfitting services with higher gross profit margin compared to the sales of lower gross profit margin of office electronics during the three months ended March 31, 2008.

Expenses

|                                             |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|-------------------------------------------- |  | --------------------------- | ------- | --------------------- | - | ----------- |  | - | ----------- |  |  | ----- | --
|                                             |  | ThreeMonths Ended March 31, |         | Increase / (Decrease) |  
|                                             |  | 2009                        |         | 2008                  |   | $           |  | % |            
|OPERATING EXPENSES                           |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|Salaries paid in cash plus related expenses  |  | $                           | 207,694 |                       | $ | 493,941     |  | $ | (286,247)   |  |  | (58)  | % 
|Stock-based compensation expense             |  |                             |        |                       |   | 201,323     |  |   | (201,323)   |  |  | (100  | )%
|Selling, general and administrative expenses |  |                             | 184,606 |                       |   | 768,623     |  |   | (584,017)   |  |  | (76)  | % 
|Total operating expenses                     |  |                             | 392,300 |                       |   | 1,463,887   |  |   | (1,071,587) |  |  | (73   | )%
|                                             |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|Income (loss) from operations                |  |                             | 153,113 |                       |   | (1,007,317) |  |   | 1,160,430   |  |  | (115) | % 
|                                             |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|OTHER INCOME (EXPENSE)                       |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|Interest expense                             |  |                             | (2,323) |                       |   | (3,374)     |  |   | 1,051       |  |  | (31   | )%
|Interest income                              |  |                             | 2,679   |                       |   | 16,193      |  |   | (13,514)    |  |  | (83   | )%
|                                             |  |                             |         |                       |   |             |  |   |             |  |  |       |   
|Net income (loss)                            |  | $                           | 153,469 |                       | $ | (994,498)   |  | $ | 1,147,967   |  |  | (115  | )%

Salaries and related expenses

Salaries and wages paid in cash for the three months ended March 31, 2009 amounted to $207,694 as compared to $493,941 for the three months ended March 31, 2008, a decrease of $(286,247) or (58)%. The decrease is primarily due to elimination of the salaries and expenses of three executive officers and various other employees during the fourth quarter of 2008.

The decrease in stock-based compensation expense is due primarily to the amortization of restricted stock, warrants and Common Stock issued to non-employees for services that that were fully amortized as of December 31, 2008.



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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2009 amounted to $184,606 as compared to $768,623 for the three months ended March 31, 2008, a decrease of $(584,017) or (76)%. The decrease is primarily due to the Company no longer seeking opportunities of the Tactical Solution Options marketing division due to the sale of this division during the fourth quarter of 2008 and the controlled spending and certain cost cutting measure implemented during the three months ended March 31, 2009.

Liquidity and Capital Resources

The Company had working capital of $1,619,316 at March 31, 2009. The Companys primary sources of liquidity through March 31, 2009 have been the cash flows it has generated from its operations and funds received in a private placement transaction completed during the year ended December 31, 2007.

The Company recorded net income of $153,469 for the three months ended March 31, 2009 and its accumulated deficit amounted to $8,025,738 at March 31, 2009.

Management believes that the Companys current level of working capital combined with funds that it expects to generate in its operations during the next twelve months will be sufficient to sustain the business through at least March 31, 2010. While the Company has taken certain measures to conserve its liquidity as it continues the effort to pursue its business initiatives, there can be no assurance that the Company will be successful in its efforts to expand its operations or that the expansion of its operations will improve its operating results. The Company also cannot provide any assurance that unforeseen circumstances, such as the current economic crisis, will not have a material adverse effect on the business that could require it to raise additional capital or take other measures to sustain operations in the event that outside sources of capital are not available. Although the Company has no specific indication that its business will be affected by the current economic crisis or at a level beyond managements ability to manage this risk, this matter is an uncertainty that is under continuous review by management. . The current economic crisis could also have an effect on the Companys ability to obtain external funding if needed. If the Company encounters unforeseen circumstances it may need to curtail certain of its operations. Although management believes the Company has access to capital resources, it has not secured any commitments for new financing at this time nor can it provide any assurance that new capital will be available to it on acceptable terms, if at all.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Application of Critical Accounting Policies and Pronouncements

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments affecting the reporting amounts of assets and liabilities, expenses and related disclosures. We base our estimates on historical experience, our knowledge of economic and market factors and various other assumptions we believe to be reasonable under the circumstances. We may also engage third party specialists to assist us in formulating estimates when considered necessary. Estimates and judgments used in the preparation of our financial statements are, by their nature, uncertain and unpredictable and depend upon, among other things, many factors outside of our control, such as demand for our products and economic conditions. Accordingly, our estimates and judgments may prove to be different from actual amounts that may only be determined upon the outcome of one or more confirming events and actual results may differ, perhaps significantly, from these estimates under different estimates, assumptions or conditions. We believe the critical accounting policies below are affected by estimates, assumptions and judgments used in the preparation of our financial statements.

Accounts Receivable Allowance

We currently record an allowance against our gross accounts receivable based upon our best estimate of the amount of probable credit losses. Historically, our customers have primarily consisted of agencies of federal, state and local law enforcement agencies, and we have not experienced any material credit losses to date. We continually



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review credit rating reports of customers as well as length of time receivables are past due and collection experience with the customer to determine or modify credit limits. For the three months ended March 31, 2009, we reviewed specific historical collection experience with several accounts to determine no allowance was necessary. We will continue to evaluate the financial conditions and payment history of our customers to determine if we need to record an allowance in the future.

Revenue Recognition

We apply the revenue recognition principles set forth under SEC Staff Accounting Bulletin (SAB) 104 with respect to all of our revenue. We adhere strictly to the criteria outlined in SAB 104, which provides for revenue to be recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery and installation has been completed, (iii) the customer accepts and verifies receipt, and (iv) collectability is reasonably assured.

Lease Accounting

We apply the lease accounting principles set forth under FAS 13 Accounting for Leases, as amended by FAS 145 in classifying and accounting for leases, including recording operating lease expenses on a straight-line basis over the term of the lease regardless of whether lease payments are made on straight-line basis over the term of the lease. For the purposes of determining the term of leases, we apply the principles provided under AICPA Technical Practice Aid (TPA) 5600.07, which prescribes that lease terms commence on the date that the lessee is granted access to the leased property, regardless of the date of commencement provided for in the lease agreement.

Share-Based Payments

We accounted for stock-based compensation under accounting guidance provided by the FASB issued under SFAS No. 123R Share-Based Payment (SFAS No. 123R) and EITF 96-18 Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (EITF 96-18) which require that such equity instruments are recorded at their fair value on the measurement date, which is typically the date the services are performed.

SFAS No. 123R addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. Under SFAS No. 123R, share-based payment awards result in a cost that will be measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations for stock-based compensation expense. EITF 96-18 accounting for share-based compensation is based on the grant-date fair-value. Prior to January 1, 2006, we did not issue any share-based compensation to employees or services providers.

Warrants and Other Derivative Financial Instruments

We apply the provisions of EITF 00-19 to all issuances of Common Stock purchase warrants and other free standing derivative financial instruments. Under the provisions of EITF 00-19, we classify any contracts that require physical settlement or net-share settlement, or provide us the option net-cash settlement or net-share settlement as equity. We classify as equity or liabilities any contracts that require net-cash settlement, including a requirement to net-cash settle the contract if an event occurs that is outside our control, or gives the counterparty to the contract a choice of net-cash settlement or net-share settlement. We evaluate the classification of free standing derivative instruments at each reporting date to determine if a change in classification between equity and liabilities is necessary. All of our free standing derivatives, which principally consist of warrants to purchase Common Stock, at March 31, 2009, satisfy the criteria for classification as equity instruments.

Income Taxes

We apply the provisions of SFAS No. 109 Accounting for Income Taxes in determining our effective tax rate, provision for tax expense, deferred tax assets and liabilities and the related valuation allowance, all of which involves significant judgments and estimates. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and the basis reported in our consolidated financial statements. Deferred tax liabilities and assets are determined based on the difference between financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Valuation allowances are provided against assets, including net operating losses, if it is anticipated that the asset is not more likely than not to be realized through future taxable earnings or implementation of tax planning strategies. We have



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a valuation allowance against the full amount of our net deferred tax assets, because in the opinion of management, it is not more likely than not that these deferred tax assets will be realized. Our effective tax rate in a given period could be affected if we determine the allowance is or is not required, or if we were required to pay amounts in excess of established reserves.

On January 1, 2007, we adopted FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109 (FIN 48), which provides additional clarification related to accounting for uncertainty in tax positions, requiring companies to recognize in financial statements the impact of a tax position if the position is more likely than not of being sustained on audit. FIN 48 inherently requires judgment and estimates by management. For the three month ended March 31, 2009 and 2008, we do not believe we have any material uncertain tax positions that would require us to measure and reflect the potential lack of sustainability of a position on audit in our financial statements. We will continue to evaluate our tax positions in future periods to determine if measurement and recognition in our financial statements is required.

Item 4T.

Controls and Procedures

Disclosure Controls and Internal Controls

As required by Rule 13a-15(b) under the Exchange Act, management carried out an evaluation, with the participation of the Companys Principal Financial Officer and Principal Executive Officer, of the effectiveness of the Company's disclosure controls and procedures, as of March 31, 2009. Based on the evaluation as of March 31, 2009, the Principal Executive Officer and Principal Financial Officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e) under the Exchange Act) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC.

Disclosure controls and procedures are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, recorded and reported and our assets are safeguarded against unauthorized or improper use, to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

In designing disclosure controls and procedures, our management necessarily is required to apply its judgment in evaluating the costs-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events. Accordingly, internal controls, however well conceived, provide reasonable but not absolute assurance in that their design will succeed in achieving their stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our quarter ended March 31, 2009 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION

Item 1.

Legal Proceedings

Brekford International Corp. v. Woot, Inc.

On or about January 16, 2009, we filed suit against Woot, Inc., a Texas corporation (Woot) in the United States District Court of the Southern District of Florida, Miami Division, Case No. 09-20143-Civ-Seitz/OSullivan. The Complaint alleges that on or about July 29, 2008, we agreed to purchase from Woot, and Woot agreed to sell to us, ten thousand (10,000) Lexmark printers and digital camera bundles (the Goods) for the purchase price of $370,000.00 (the Contract Price). We paid Woot the Contract Price and instructed Woot to ship the Goods to a third party. Woot breached the contract by failing to deliver the Goods to the third party as directed. We demanded Woot return the full Contract Price to us but Woot has failed and refused to do so. As a result of Woots breaches, we are seeking damages in the amount of $320,000, plus pre-judgment interest and costs. On March 9, 2009, Woot filed a motion to dismiss for lack of personal jurisdiction and an alternative motion to transfer venue. On April 14, 2009, an order was entered granting the defendants request for a change of venue and transferring the case to the United States District Court of the Eastern District of Texas.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

|               |  |                                                                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                         
|31.1           |  | Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2           |  | Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1           |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                              
|32.2           |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                              







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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |                              |                                                
|----------------- | ---------------------------- | -----------------------------------------------
|                  | Brekford International Corp.
|                  |                              |                                                
|                  |                              |                                                
|Date: May 6, 2009 | By:                          | /s/ C.B. BRECHIN                               
|                  |                              | Chandra (C.B.) Brechin                         
|                  |                              | Chief Executive Officer, Treasurer and Director
|                  |                              | (Principal Executive Officer)                  
|                  |                              |                                                
|Date: May 6, 2009 | By:                          | /s/ TIN KHIN                                   
|                  |                              | Tin Khin                                       
|                  |                              | Chief Financial Officer                        
|                  |                              | (Principal Financial Officer)                  





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