| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
__________________________________
FORM 10-K/A
(Amendment No. 2)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year ended December 31, 2008
333-140320
(Commission File Number)
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COPSYNC, INC.
(Exact name of registrant as specified in its charter)
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Delaware 98-051 3637
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2010 FM 2673
Canyon Lake, Texas 78133
(Address of principal executive offices)
(830) 964-3838
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of Class)
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Indicate by check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§323.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to submit and post such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check is a smaller reporting company) Smaller reporting company x
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: o
The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant at June 30, 2008, based on the $0.00 per share closing price for our common stock on the OTC Bulletin Board, was $0.00.
The number of shares of the registrant’s common stock outstanding as of March 31, 2009 was 120,323,001.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K of Copsync, Inc., for the fiscal year ended December 31, 2008, as filed on April 15, 2009 (the “Form 10-K”), is being filed for the purpose of adding two exhibits. This amendment also includes currently dated certifications from each of our Chief Executive Officer and our Chief Financial Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, for amendments to an Annual Report on Form 10-K. The remainder of our Form 10-K is not reproduced in this amendment, and does not reflect events occurring after the filing of the original Form 10-K or modify or update the original Form 10-K, except to reflect the revisions described above.
(b) Exhibits:
See Index to Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 on Form 10-K/A to the registrant’s annual report on Form 10-K report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COPSYNC, INC. | |||
| Date: June 4, 2009 | By: | /s/ RUSSELL D. CHANEY | |
| Russell D. Chaney | |||
| Chief Executive Officer | |||
INDEX TO EXHIBITS
Exhibit Number | Description |
| 2.1 | Share Exchange Agreement dated April 25, 2008 by and between Global Advance Corp. and PostInk Technology LP. (Incorporated herein by reference to registrant’s Current Report on Form 8-K filed with the Commission on May 1, 2008). |
| 3.1 | Certificate of Incorporation (Incorporated by reference to registrants Registration Statement on Form SB-2 (Registration No. 333-140320)). |
| 3.2 | Bylaws (Incorporated by reference to registrants Registration Statement on Form SB-2 (Registration No. 333-140320)). |
| 3.3 | Form of Common Stock Certificate (Incorporated by reference to registrants Registration Statement on Form SB-2 (Registration No. 333-140320)). |
| 3.4* | Certificate of Amendment of Certificate of Incorporation filed on April 4, 2008. |
| 3.5* | Certificate of Amendment of Certificate of Incorporation filed on April 10, 2008. |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer. |
| 32.1* | Section 1350 Certifications. |
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| * | Filed herewith. |