Copsync (COYN) 10-Q 2013 Q2 Quarterly report

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended June 30, 2013

OR

 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File No.: 000-53705

COPSYNC, INC.

(Exact name of registrant as specified in its charter)

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

 2010 FM 2673

Canyon Lake, Texas  78133

 (Address of principal executive offices)

(972) 865-6192

 (Registrant’s telephone number, including area code)

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x Yes  o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§323.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to submit and post such files).  x 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	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

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

The number of shares outstanding of each of the issuer's classes of common stock, as of August 8, 2013, was 174,754,501 shares of Common Stock, $0.0001 par value.  

COPSYNC, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2013

TABLE OF CONTENTS

		Page
PART I.  FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Balance Sheets at June 30, 2013 (unaudited) and December 31, 2012	3
	Condensed Statements of Operations (unaudited) for the three months and six months ended June 30, 2013 and 2012	5
	Condensed Statements of Cash Flows (unaudited) for the six months ended June 30, 2013 and 2012	6
	Notes to Condensed Financial Statements	8
ITEM 2.	Management’s Discussion And Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risks	25
ITEM 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	26
ITEM 1A.	Risk Factors	26
ITEM 2.	Unregistered Sales of Equity Securities	26
ITEM 3.	Defaults Upon Senior Securities	26
ITEM 4.	Mine Safety Disclosures	26
ITEM 5.	Other Information	26
ITEM 6.	Exhibits	27
SIGNATURES		28

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

COPSYNC, INC.

Condensed Balance Sheets

ASSETS
	June 30,			December 31,
	2013			2012
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	389,945		$	174,444
Accounts receivable, net of allowance of $0 at June 30, 2013 and December 31, 2012		188,237			110,069
Inventories		230,596			337,420
Prepaid expenses and other current assets		24,386			48,836
Total Current Assets		833,164			670,769
PROPERTY AND EQUIPMENT
Computer hardware		64,796			64,796
Computer software		20,713			20,713
Fleet vehicles		125,780			168,663
Furniture and fixtures		7,872			7,872
Total Property and Equipment		219,161			262,044
Less: Accumulated Depreciation		(95,590	)		(102,702	)
Net Property and Equipment		123,571			159,342
OTHER ASSETS
Software development costs, net		654,707			872,936
Total Other Assets		654,707			872,936
TOTAL ASSETS	$	1,611,442		$	1,703,047

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

3

COPSYNC, INC.

Condensed Balance Sheets (Continued)

LIABILITIES AND STOCKHOLDERS' DEFICIT
	June 30,			December 31,
	2013			2012
	(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	950,020		$	1,227,839
Deferred revenues		1,957,324			1,213,911
Convertible notes payable, current portion		474,163			-
Notes payable, current portion		25,157			180,305
Total Current Liabilities		3,406,664			2,622,055
LONG-TERM LIABILITIES
Deferred revenues		1,291,784			622,737
Convertible notes payable		40,000			372,731
Notes payable, non-current portion		56,193			69,263
Total Long-Term Liabilities		1,387,977			1,064,731
Total Liabilities		4,794,641			3,686,786
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Series A Preferred stock, par value $0.0001 per share, 100,000 shares authorized; 100,000 shares issued and outstanding, respectively		10			10
Series B Preferred stock, par value $0.0001 per share, 375,000 shares authorized; issued; and outstanding, respectively		37			37
Common stock, par value $0.0001 per share, 500,000,000 shares authorized; 174,745,201 and 171,284,201 issued and outstanding, respectively		17,407			17,129
Common stock to be issued, 15,000 and 70,000 shares, respectively		1,500			7,000
Additional paid-in-capital		13,333,989			12,765,749
Accumulated deficit		(16,536,142	)		(14,773,664	)
Total Stockholders' Deficit		(3,183,199	)		(1,983,739	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,611,442		$	1,703,047

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

4

COPSYNC, INC.

Condensed Statements of Operations

(unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
REVENUES
Hardware, installation and other revenues	$	453,158		$	366,604		$	1,207,020		$	749,107
Software license/subscription revenues		416,689			342,100			813,956			701,468
Total Revenues		869,847			708,704			2,020,976			1,450,575
COST OF REVENUES
Hardware and other costs		397,307			306,277			916,936			748,681
Software license/subscriptions		232,078			157,934			454,675			379,245
Total Cost of Revenues		629,385			464,211			1,371,611			1,127,926
GROSS PROFIT		240,462			244,493			649,365			322,649
OPERATING EXPENSES
Research and development		579,552			599,438			1,029,149			946,943
Sales and marketing		277,560			383,720			598,280			745,680
General and administrative		362,623			322,523			725,763			620,301
Total Operating Expenses		1,219,735			1,305,681			2,353,192			2,312,924
LOSS FROM OPERATIONS		(979,273	)		(1,061,188	)		(1,703,827	)		(1,990,275	)
OTHER INCOME (EXPENSE)
Interest income		6			10			6			14
Interest expense		(4,852	)		(7,521	)		(9,581	)		(13,391	)
Gain on asset disposals		1,791			1,790			1,791			1,790
Total Other Income (Expense)		(3,055	)		(5,721	)		(7,784	)		(11,587	)
NET LOSS BEFORE INCOME TAXES		(982,328	)		(1,066,909	)		(1,711,611	)		(2,001,862	)
INCOME TAXES		-			-			-			-
NET LOSS	$	(982,328	)	$	(1,066,909	)	$	(1,711,611	)	$	(2,001,862	)
Series B preferred stock dividend		(26,178	)		(13,720	)		(52,068	)		(39,898	)
Accretion of beneficial conversion feature on preferred shares dividends issued in kind		-			(12,458	)		-			(12,458	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,008,506	)	$	(1,093,087	)	$	(1,763,679	)	$	(2,054,218	)
LOSS PER COMMON SHARE - BASIC & DILUTED	$	0.00		$	(0.01	)	$	0.00		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		172,882,737			149,944,660			172,669,185			149,944,660

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

5

COPSYNC, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,711,611	)	$	(2,001,862	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		236,265			236,232
Employee and non-employee stock compensation		99,920			85,066
Amortization of restricted stock grants		30,000			30,000
Capital contributed/co-founders' forfeiture of contractual compensation		39,500			39,500
Stock issued for cash received in prior year		-			15,000
Gain on asset disposals		(1,791	)		(1,790	)
Change in operating assets and liabilities:
Accounts receivable		(75,768	)		29,702
Inventories		106,824			10,899
Prepaid expenses and other current assets		24,450			3,306
Deferred revenues		1,412,460			(31,843	)
Accounts payable and accrued expenses		(276,085	)		17,298
Net Cash Used in Operating Activities	$	(115,836	)	$	(1,568,492	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from asset disposals		105,400			-
Purchases of property and equipment		(88,275	)		(10,171	)
Net Cash Provided by (Used in) Investing Activities	$	17,125		$	(10,171	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		51,880			-
Payments on notes payable		(220,098	)		(57,267	)
Proceeds received on convertible notes		160,000			-
Proceeds from stock deposit for common stock to be issued		1,500			70,685
Proceeds from issuance of common stock for cash		320,930			1,135,000
Net Cash Provided by Financing Activities	$	314,212		$	1,148,418
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		215,501			(430,245	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		174,444			1,074,317
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	389,945		$	644,072

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

6

COPSYNC, INC.

Condensed Statements of Cash Flows (Continued)

(Unaudited)

	For the Six Months Ended
	June 30,
	2013		2012
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	7,882	$	21,248
Cash paid for income tax	$	5,765	$	5,945
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of fleet vehicles financed with notes payable	$	-	$	24,160
Purchased a fleet vehicle involving a trade-in and collateral swap on existing notes payable	$	-	$	23,000
Conversion of convertible notes, plus accrued interest into 191,000 and 401,134 shares of common stock, respectively	$	19,100	$	40,113
Series B Preferred stock dividends	$	52,068	$	39,898
Issuance of common stock for prior year stock subscriptions	$	7,000	$	-
Accretion of beneficial conversion feature on preferred shares dividends issued in kind	$	-	$	12,458

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

7

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

These interim condensed financial statements of COPsync, Inc. ("COPsync," the "Company," "we," "our," "us") are unaudited but reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 2013, and its results of operations and cash flows for the three month and six month periods ended June 30, 2013.  Certain information and footnote disclosures normally included in the audited financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.  Because all the disclosures required by accounting principles generally accepted in the United States are not included, these interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2012.  The results for the three month and six month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2013, or any other period.  The year-end condensed balance sheet data as of December 31, 2012, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

NOTE 2 – NATURE OF ORGANIZATION AND LIQUIDITY AND MANAGEMENT PLANS

The Company sells the COPsync service, which is a real-time, in-car information sharing, communication and data interoperability network for law enforcement agencies.  The COPsync service enables patrol officers to collect, report and share critical data in real-time at the point of incident and obtain instant access to various local, state and federal law enforcement databases.  The COPsync service also eliminates manual processes and increases officer productivity by enabling officers to electronically write tickets, process DUI and other arrests and document accidents and other incidents.  The Company believes that the service saves lives, reduces unsolved crimes and assists in apprehending criminals through such features as a nationwide officer safety alert system, GPS/auto vehicle location and distance-based alerts for crimes in progress, such as child abductions, bank robberies and police pursuits.  The Company has designed its system to be “vendor neutral,” meaning it can be used with products and services offered by other law enforcement technology vendors.  Additionally, the Company’s system architecture is designed to scale nationwide.

The Company also sells VidTac, an in-vehicle video camera system for law enforcement.  The VidTac system is a software-driven video system for law enforcement. Traditional in-vehicle video systems are typically “hardware centric” DVR-based systems.  The capture, compression and encryption of the video stream for these systems typically is performed by the DVR.  The price of these high-end, digital DVR-based systems range from an estimated $5,100 to $11,000 per system.  These DVR-based systems are typically replaced, at the same expensive price point, every three to four years as new patrol vehicles are placed into service.

The Company’s VidTac system is price advantageous vis-a-vis other high-end video systems.  The Company is offering its system for sale at a much lower price than the average price of DVR-based video systems.  Furthermore, for those agencies that already have in-vehicle computers, the VidTac system eliminates the need to purchase a second computer, i.e., the DVR, and eliminates the need to replace this second (DVR) computer every three to four years.  The Company believes that the VidTac system will accelerate the Company’s revenue growth and help it achieve profitability.

8

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

At June 30, 2013, the Company had cash and cash equivalents of $389,945, a working capital deficit of $2,573,500 and an accumulated deficit of $16,536,142.  The Company has taken the following steps to manage its liquidity, to avoid default on any third-party obligations and to continue growing its business towards cash-flow break-even and profitability:

1)  Based on the velocity of new orders (service agreements) the Company has received thus far in fiscal 2013, the Company expects to be cash-flow positive by the end of calendar year 2013.  As of June 30, 2013, the Company had new service agreements totaling approximately $3,722,000, compared to approximately $966,000 for the comparable date in fiscal 2012, an increase of 285%.

2)  The accelerated pace of new service agreements through the first half of 2013 softened in June and July, but the Company believes that the pace of new service agreements will resume and continue through the rest of 2013 because the Company has added headcount to its sales organization, it has made changes to increase the effectiveness of its sales organization and it has released a new product offering, COPsync911, a real-time threat alert service, in late April 2013.

3)  The COPsync911 real-time threat alert service enables a person (such as a schoolteacher in a school) to instantaneously and silently send emergency alerts directly to local law enforcement officers in their patrol units and local agencies with just the push of a button. The COPsync911 service is expected to reduce school emergency response times by five to seven minutes, since the communication directly to the patrol car is instantaneous. The service also enables the patrol officer to communicate in real-time with the person(s) sending the alert. The alert is also sent to the cell phones of others (such as teachers and administrators at the school), alerting them of imminent danger.  The Company is currently offering the COPsync911 emergency alert service in the State of Texas and plans to begin offering it in other selected regions of the United States in the third quarter of this year. 

4)  As of August 9, 2013, the Company had booked sales of approximately $116,000 for the COPsync911 service after less than 90 days of sales activity.  The Company expects the pace of COPsync911 sales to accelerate as its current (and newly-hired) sales professionals become familiar with the product and the strategies for selling it.  The Company expects COPsync911 sales from its direct sales efforts of between $1.2 million and $2.0 million for the ensuing twelve months.

5)  The Company continues to sharpen its procurement processes such that it procures the third party hardware it sells according to “just in time” principles.  The Company also continues its attempts to collect customer prepayments for the third party hardware at or about the time the Company orders the hardware, for the purpose of matching expenses and sales.  This process change has helped the Company significantly in in managing its working capital.

6)  The Company continues to pay down its outstanding payables.  The Company’s key vendors continue to be cooperative regarding extended payment terms for the Company’s outstanding payables balances, which were $533,000 at August 9, 2013, compared to $917,000.at December 31, 2012,

7)  The Company is currently pursuing an initiative to raise up to $1,500,000 in new capital.  During the first six months of 2013, the Company raised $322,000, pursuant to that initiative.

8)  Additionally, the Company believes it has the capability to reduce expenses further, should circumstances warrant.

The Company can give no assurances that these steps will generate sufficient cash flow from operations or that the Company will be able to obtain sufficient financing necessary to support the Company’s working capital requirements.  The Company can also give no assurance that additional capital financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not available, the Company may not be able to continue its operations or execute its business plan.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

a.             Basis of Presentation

The accompanying condensed financial statements include the accounts of the Company, are prepared in accordance with accounting principles generally accepted in the United States and are prepared on the accrual method of accounting.

b.             Reclassifications

Certain prior year items have been reclassified to conform to the current year presentation.  These reclassifications had no impact on the Company’s financial statements.

9

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

c.             Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company deposits cash and cash equivalents in demand and money market accounts in two financial institutions in the United States. Accounts at financial institutions in the United States are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits.  At times, the Company’s deposits or investments in financial institutions may exceed these federally insured limits.  At June 30, 2013, the Company had approximately $1,000 in excess of FDIC insured limits at the two financial institutions.  The Company has not experienced any losses in such accounts.

To date, the Company’s accounts receivable have been derived principally from revenue earned from end users of its products, which are local and state governmental agencies. The Company performs periodic credit evaluations of its customers and does not require collateral.

Accounts receivable are recorded net of the allowance for doubtful accounts.  The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information and existing economic conditions.  The Company writes off delinquent receivables based on individual credit evaluation and the specific circumstances of the customer.  The Company had not recorded an allowance for doubtful accounts at June 30, 2013 or December 31, 2012.

d.             Use of Estimates

The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires the Company’s management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period.  The Company’s significant estimates include primarily those required in the valuation or impairment analysis of capitalization of labor under software development costs, property and equipment, revenue recognition, allowances for doubtful accounts, stock-based compensation, warrants, litigation accruals and valuation allowances for deferred tax assets.  Although the Company believes that adequate accruals have been made for unsettled issues, additional gains or losses could occur in future years from resolutions of outstanding matters. Actual results could differ materially from original estimates.

e.             Inventory

Inventory is stated at the lower of cost (determined using the first-in, first-out method) or market value.  The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolescence or impaired balances.

f.              Software Development Costs

Certain software development costs incurred subsequent to the establishment of technological feasibility may be capitalized and amortized over the estimated lives of the related products.

Through the middle of 2010, the Company capitalized certain software development costs accordingly.  The Company determined technological feasibility to be established upon completion of (1) product design, (2) detail program design, (3) consistency between product and program design and (4) review of detail program design to ensure that high risk development issues had been resolved.  Upon the general release of the COPsync service offering to customers, development costs for that product were amortized over fifteen years based on management’s then estimated economic life of the product.  See Note 4 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion involving impairments of software development costs recorded by the Company in the years ended December 31, 2011 and December 31, 2010, and the respective financial impact therein.

The Company has not capitalized any of the software development costs associated with its most recently introduced product offerings, VidTac, and COPsync911, because the time period between achieving technological feasibility and product release for these product offerings was very short.  Consequently, the incurred development costs have been recorded as research and development costs in the statement of operations.

g.             Revenue Recognition

The Company’s primary business is to sell subscriptions to the COPsync service, which is a real-time, in-car information sharing, communication and data interoperability network for law enforcement agencies.  The agencies subscribe to that service for a specified period of time (usually for twelve to forty-eight months), for a specified number of officers per agency, and at a fixed subscription fee per officer.

10

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

The Company also sells computers and computer-related hardware (“hardware”) used to provide the Company’s in-car service should the customer not already own the necessary hardware, and hardware installation services, agency and officer set-up and training services and, from time-to-time, software integration services for enhanced service offerings.

The Company’s most common sales are:

(1) for new customers – a multiple-element arrangement involving (a) the subscription fee, (b) integration of the COPsync software and a hardware appliance (in which the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and agency and officer set-up and training and (c) if applicable, software integration services for enhanced service offerings; and

            (2) for existing customers – the subscription fees for the annual renewal of an agency’s COPsync subscription service, upon the completion of the agency’s initial subscription period.

The Company recognizes revenue when all of the following have occurred: (1) the Company has entered into a legally binding arrangement with a customer resulting in the existence of persuasive evidence of an arrangement; (2) delivery has occurred, as evidenced by transfer of title to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable.

The sales of the hardware and related services for hardware installation and agency and officer set-up and training are reported as “Hardware, installation and other revenues” in the Company’s Statement of Operations.  The sale of the Company’s new VidTac product offering is considered a hardware sale and is reported in this revenue classification.  Shipping charges are billed to customers and are included in operating expenses as an offset to the related shipping costs.  

The subscription fees and software integration services are reported as “software license/subscriptions revenues” in the Company’s Statement of Operations.  The subscription fees include termed licenses for the contracted officers to have access to the service and the right to receive telephonic customer and technical support, as well as software updates, during the subscription period.  Support for the hardware is normally provided by the hardware manufacturer.

The receipt and acceptance of an executed customer’s service agreement, which outlines all of the particulars of the sale event, is the primary method of determining that persuasive evidence of an arrangement exists.

Delivery generally occurs for the different elements of revenue as follows:

(1) For multiple-element arrangements involving new customers – contractually, the lesser period of time of sixty days from contract date or the date officer training services are completed.  The Company generally requests the customer to complete a written customer acceptance at the time training is completed, which overrides the contracted criteria.

(2) The subscription fee – the date the officer training is completed and written customer acceptance is received.

(3) Software integration services for enhanced service offerings – upon the Company’s completion of the integration efforts and verification that the enhanced service offering is available for use by the customer.

Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific services and products to be delivered pursuant to the executed service agreement.  Substantially all of the Company’s service agreements do not include rights of return or acceptance provisions.  To the extent that agreements contain such terms, the Company recognizes revenue once the acceptance provisions or right of return lapses.  Payment terms offered to customers generally range from net “upon receipt of invoice” to “net 30 days from invoice date.”

The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness of the customer and past transaction history of the customer.  If the customer is not deemed credit worthy, the Company defers all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met.

11

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

As indicated above, some customer orders contain multiple elements.  The Company allocates revenue to each element in an arrangement based on relative selling price.  The selling price for a deliverable is based on its vendor specific objective evidence (“VSOE”), if available, third party evidence ("TPE"), if VSOE is not available, or the Company’s best estimate of selling price ("ESP"), if neither VSOE nor TPE is available.  The maximum revenue recognized on a delivered element is limited to the amount that is not contingent upon the delivery of additional items.  Additionally, many of the Company’s service agreements executed in fiscal 2012 and 2011 contained grants (or discounts) provided to the contracting customer.  These grants or discounts have been allocated across all of the different elements based upon the respective, relative selling price.

The Company determines VSOE for subscription fees for the initial contract period based on the rate charged to customers for a stand-alone sale price for the subscription service.  VSOE for renewal pricing is based upon the stated rate for the renewed subscription service, which is stated in the applicable service agreement or contract.  The renewal rate is generally equal to the stated rate in the original contract.  The Company has a history of such renewals, the vast majority of which are at the stated renewal rate, on a customer by customer basis.  Subscription fee revenue is recognized ratably over the life of the service agreement.

The Company’s hardware products include the related services for hardware installation and customer and officer set-up and training, as well as integration services for enhanced service offerings that are sold separately.  The Company has VSOE for these products, including all such services.

For almost all of the Company’s new service agreements, as well as renewal agreements, billing and payment terms are agreed to upfront or in advance of performance milestones.  These payments are initially recorded as deferred revenue and subsequently recognized as revenue as follows:

(1) Integration of the COPsync software and a hardware appliance (in which the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and customer and officer set-up and training – immediately upon delivery.

(2) The subscription fee – ratably over the contracted subscription period commencing on the delivery date.

(3) Software integration services for enhanced service offerings – immediately upon the Company’s completion of the integration and verification that the enhanced service is available for the customer’s use.

(4) Renewals – ratably over the renewed subscription or service period, commencing on the completion of the previous subscription or service period.

h.             Share-based Compensation

The Company accounts for all share-based payment transactions using a fair-value based measurement method.  The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model.  These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method.  The Company has historically issued stock options and vested and non-vested stock grants to employees and, beginning in 2011, to outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period.

NOTE 4 – RECENT ACCOUNTING STANDARDS AND PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact our unaudited consolidated financial statements.  The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.

NOTE 5 – INVENTORY

Inventory consisted of the following at June 30, 2013, and December 31, 2012, respectively:

Category	June 30, 2013		December 31, 2012
Raw materials	$	34,796	$	168,511
Work-in-process		-		-
Finished goods		195,800		168,909
Total Inventory	$	230,596	$	337,420

12

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

In 2012, the Company selected and entered into a manufacturing agreement with a contract manufacturer to build its VidTac in-vehicle law enforcement video system, at a contracted price, to the Company’s specifications.  This increased the Company’s inventory investment significantly.  See Note 3 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion involving the Company’s inventory investment recorded in the years ended December 31, 2012 and December 31, 2011.

The manufacturing agreement calls for the Company to periodically place purchase orders for its VidTac systems.  As of June 30, 2013, the Company had taken delivery of approximately 90% of the units for which it had placed purchase orders.

During the three months period ended June 30, 2013, the Company’s total inventories decreased $106,824 due to sales of the VidTac systems from the inventories on hand or in the possession of the contract manufacturer at December 31, 2013.

The Company’s purchase orders placed with the contract manufacturer are non-cancellable.  However, the Company is permitted to change the original requested delivery dates if the Company gives sufficient advance notice to the contract manufacturer. Should the Company elect to cancel a purchase order in total or in part, generally it is financially responsible only for materials that the contract manufacturer could not return to its source suppliers.

In December 2012, the Company placed another purchase order aggregating $1,400,000 with the contract manufacturer for finished units, with stated delivery dates for products to be delivered ratably and through the twelve month period ending December 31, 2013 (See Note 14).  However, the contract manufacturer is not currently offering the Company any credit line and the Company is operating on a “pay as you go” basis with the manufacturer. Therefore, the timing of equipment deliveries under this purchase order is not defined at this time.  As of August 8, 2013, the Company has an account balance with the contract manufacturer of approximately $110,000.

 During the three months period ended June 30, 2013, the Company’s total inventories decreased $106,824 due to the sale and installation of the new VidTac unit.  Raw materials inventory represents certain completed, top-level component assemblies not yet incorporated into finished units located at the facility of the Company’s contract manufacturer.  In conjunction with the Company delaying the initial product’s release date from the original estimated September 2012 date, the Company agreed that the contract manufacturer could invoice the Company for the raw materials inventory on hand with the contract manufacturer.  This resulted in the relatively high level of raw materials inventory as of December 31, 2012.  As these sub-assemblies are incorporated into a finished unit, the contract manufacturer invoices the Company for the finished goods, with a credit for the previously invoiced raw materials.  During the six months period ended June 30, 2013, most of the raw materials inventory was converted into finished goods inventory.  After the remaining raw materials inventory is incorporated into finished goods, which will occur in the third quarter of 2013, the Company does not anticipate having any raw materials inventory going forward.

The Company’s inventories are reported at the lower of cost or market value.

 NOTE 6 – NOTES PAYABLE

The Company’s total notes payable at June 30, 2013 was $81,350 representing a net decrease of $168,218 for the six months ended June 30, 2013.  The following table shows the components of notes payable at June 30, 2013 and December 31, 2012:

	June 30,			December 31,
Loan Type	2013			2012
Bank	$	69,909		$	98,148
Insurance		11,441			31,420
Demand Note		-			120,000
Total notes payable		81,350			249,568
Less: Current portion		(25,157	)		(180,305	)
Long-term portion	$	56,193		$	69,263

In December 2012, the Company’s chief executive officer loaned the Company $120,000, which was evidenced by a demand promissory note, bearing 3% interest.  The principal amount of the note was repaid in the first quarter of 2013 with the proceeds from the Company issuing to its chief executive officer a convertible promissory note, also bearing 3% interest, due on March 31, 2014. 

13

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

During the six months period ended June 30, 2013, the Company made total payments of $220,098 on its notes payable, consisting of total monthly payments of $30,804 on existing notes payable involving the short-term financing of the Company’s business insurance policies and automobile loans, repayment of the $120,000 demand note referred to above, and $69,294 involving the payoff of automobile loans in connection with the Company’s efforts to replace four vehicles used by its sales force with more fuel efficient vehicles.  Accordingly, the Company sold the vehicles, which were being financed with bank notes.  A portion of the proceeds of the sales were used to pay-off the then balances of the related bank notes totaling $69,294, and the balance of the proceeds were used to purchase new vehicles.  Additionally, the Company financed the remaining acquisition costs of the new automobiles by executing a new bank note for $51,880, with terms of ratable, monthly payments, a five year life and a 6.5% annual interest rate.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

During the six months ended June 30, 2013, the following occurred:

 ·   The holder of one convertible note elected to convert the note into shares of the Company’s common stock.  The total amount of the converted note on the date of conversion was $19,100 in principal.  The Company issued a total of 191,000 shares of its common stock at the conversion price of $0.10 per share stated in the note.

·   The Company issued a $120,532 convertible note to its chief executive officer following the receipt of $120,000 in cash, which the Company used for the repayment of the principal amount of a $120,000 demand note representing a loan made to the Company by its chief executive officer in December 2012.  The demand note had accrued $532 of interest, which was included in the principal amount of the convertible note.  The convertible note bears 3% interest per annum and is due on March 31, 2014. The convertible note may be converted at the holder’s option into shares of the Company’s common stock at a conversion price of $0.10 per share.

·  During the second quarter of 2013, the Company issued two convertible notes to individual investors in exchange for an aggregate investment of $40,000.  The convertible notes bear 3% interest per annum with one $20,000 convertible note due on May 6, 2015 and the other $20,000 note due on June 16, 2016. The convertible notes may be converted at the holder’s option into shares of the Company’s common stock at a conversion price of $0.10 per share.

In the first and second quarters of 2014, $442,517 and $31,646, respectively of the Company’s convertible promissory notes are scheduled to mature.  The Company believes that most of the holders of these notes will either elect to convert the notes into shares of the Company’s common stock or agree to extend the due date of the notes.

NOTE 8 – PREFERRED STOCK

Series A Preferred Stock

The Company issued a total of 100,000 shares of its Series A Preferred Stock in April 2008 as partial consideration for its acquisition of a 100% ownership interest in PostInk Technology, LP (“PostInk”).  Each share of Series A Preferred Stock is convertible into one share of the Company’s common stock, but votes with the common stock on a basis of 750 votes per share.  These shares are held by the former general partner of PostInk, which is owned by the co-founders of the Company.

Series B Preferred Stock

During 2009 and the first quarter of 2010, the Company issued a total of 375,000 shares of its Series B Preferred Stock in a private placement in which the Company raised $1,500,000 in gross proceeds.  The 375,000 shares of the Company’s Series B Convertible Preferred Stock are convertible into a total of 15,000,000 shares of the Company’s common stock.

The shares of the Company’s Series B Preferred Stock i) accrue dividends at a rate of 7.0% per annum, payable in preference to the common stock or any other capital stock of the Company, ii) have a preference in liquidation, or deemed liquidation, to receive the initial investment in the Series B Preferred Stock, plus accrued and unpaid dividends, prior to the common stock, iii) are convertible into 40 shares of common stock per share, subject to adjustment for issuances by the Company of common stock at less than $0.10 per share, and iv) have the right to elect one member of the Company’s Board of Directors.  The Company has recorded accrued dividends on the Series B Preferred Stock for the six-month periods ended June 30, 2013 and 2012, of $52,068 and $39,898, respectively.  The Company booked a $12,458 accretion amount for the beneficial conversion feature on the Series B Preferred Stock at June 30, 2012.

14

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

NOTE 9 – COMMON STOCK

During the six months period ended June 30, 2013, the Company issued a total of 3,279,300 shares of common stock, along with associated warrants, valued at $327,930, or $0.10 per share.  These shares consisted of 3,209,300 shares, valued at $320,930, for investments made during the six months period, and 70,000 shares, valued at $7,000, resulting from an investment made in the prior year.

Also during the first quarter of 2013, the Company issued 191,000 shares of its common stock, valued at $19,100, upon the conversion of an outstanding convertible note.

 NOTE 10 – COMMON STOCK TO BE ISSUED

During the six months period ended June 30, 2013, the Company received investments of $1,500 from individual investors for the purchase of 15,000 shares of common stock and associated warrants, which shares and warrants will be issued later in 2013.

NOTE 11 – BASIC AND FULLY DILUTED LOSS PER SHARE

The computations of basic and fully diluted loss per share of common stock are based upon the weighted average number of shares of common stock outstanding during the period covered by the financial statements, plus the common stock equivalents that would arise from issuance of shares of common stock to be issued under subscriptions and other obligations of the Company, the exercise of stock options and warrants, conversion of convertible preferred stock and dividends on those shares of preferred stock or the conversion of convertible promissory notes outstanding during the period.

The Company's common stock equivalents, at June 30, 2013 and 2012, which are not included in the calculation of fully diluted loss per share because they are anti-dilutive, consisted of the following:

	2013		2012
Convertible promissory notes outstanding		5,178,281		5,777,460
Warrants outstanding		10,997,842		8,822,582
Stock options outstanding		8,585,000		7,877,084
Preferred stock outstanding		15,100,000		15,100,000
Common stock to be issued		319,300		3,165,909
Dividends on preferred stock outstanding		4,410,077		3,108,797
Total Common Stock Equivalents		44,286,200		43,851,832

NOTE 12 – OUTSTANDING WARRANTS

A summary of the status of the Company’s outstanding warrants, and the changes during the six-month period ended June 30, 2013, is as follows:

2013
			Weighted
			Average
Description	Shares		Exercise Price
Outstanding, January 1, 2013		10,341,982	$	0.20
Granted		655,860	$	0.20
Cancelled		-		-
Expired		-		-
Outstanding, June 30, 2013		10,997,842	$	0.20
Exercisable, June 30, 2013		10,997,842	$	0.20

15

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

The total number of warrants issued during the six months ended June 30, 2013 consisted of 655,860 warrants associated with 3,279,300 shares of common stock issued during the period resulting from new capital investments of $327,930.  These warrants have a four year term and are exercisable at $.10 per share of the Company’s common stock.

These warrants have a four year term and are exercisable at $.10 per share of the Company’s common stock.

A summary of the status of the Company’s outstanding warrants, and the changes during the twelve month period ended December 31, 2012, is as follows:

Year 2012
				Weighted
				Average
Description	Shares			Exercise Price
Outstanding, January 1, 2012		7,130,582		$	0.20
Granted		3,611,400		$	0.20
Cancelled		-			-
Expired		(400,000	)	$	0.20
Outstanding, December 31, 2012		10,341,982		$	0.20
Exercisable, December 31, 2012		10,341,982		$	0.20

The following is a summary of the Company’s outstanding and exercisable warrants at June 30, 2013:

				Outstanding						Exercisable
Exercise Prices				Weighted Average Number Outstanding at 6/30/13		Remaining Life (in yrs.)		Weighted Average Exercise Price		Number Exercisable at 6/30/13		Weighted Average Exercise Price
$	0.10				50,000		0.93	$	0.10		50,000	$	0.10
	0.20				10,947,842		2.09		0.20		10,947,842		0.20
$	0.10	-	0.20		10,997,842		1.94	$	0.20		10,997,842	$	0.20

NOTE 13 – EMPLOYEE OPTIONS

As of June 30, 2013, the Company has a stock-based compensation plan, the 2009 Long Term Incentive Plan.

The 2009 Long Term Incentive Plan was adopted by the Board of Directors on September 2, 2009.  Under the 2009 Long Term Incentive Plan, the Company can grant nonqualified options to employees, officers, outside directors and consultants of the Company or incentive stock options to employees of the Company. There are 10,000,000 shares of common stock authorized for issuance under the 2009 Long Term Incentive Plan. The outstanding options have a term of ten years and vest monthly over five years, quarterly over five years, quarterly over three years or over three years with 33.3% vesting on the one year anniversary date, and the remaining 66.7% vesting quarterly over the remaining two years.  As of June 30, 2013, options to purchase 8,585,000 shares of the Company’s common stock were outstanding under the plan, of which options to purchase 5,283,740 shares were exercisable, with a weighted average exercise price of $0.09 per share.

Share-based compensation expense is based upon the estimated grant date fair value of the portion of share-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes option pricing model. Forfeitures of share-based payment awards are reported when actual forfeiture occurs.

For the six months ended June 30, 2013 and 2012, the Company recorded share-based compensation expense of $99,920 and $85,066, respectively.

16

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

For the six months ended June 30, 2013, the Company granted options to purchase 50,000 shares of its common stock with an exercise price of $0.10 per share.  These options consisted of grants issued to two outside directors who received options as part of their annual compensation for serving on the Company’s Board of Directors.  The total value of these stock options, utilizing the Black Scholes valuation method, was $4,500.  The term of the stock options was ten years and vesting of the stock options was for a three-year period, with 33% vesting on one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters.

The summary activity for the three months ended June 30, 2013 under the Company’s 2009 Long Term Incentive Plan is as follows:

	June 30, 2013
	Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Value
Outstanding at beginning of period		8,815,000		$	0.09	$	–
Granted		50,000		$	0.10	$	–
Exercised		–		$	0.00	$	–
Forfeited/ Cancelled		(280,000	)	$	0.09	$	–
Outstanding at period end		8,585,000		$	0.09	$	–		1.23
Options vested and exercisable at period end		5,283,740		$	0.09	$	–
Weighted average grant-date fair value of options granted during the period				$	0.10

The following table summarizes significant ranges of the Company’s outstanding and exercisable options as of June 30, 2013:

				Options Outstanding						Options Exercisable
Range of Exercise Prices				Options Outstanding		Weighted Average Remaining Life (in years)		Weighted Average Exercise Price		Number Outstanding		Weighted Average Exercise Price
$	0.00	–	$0.08		2,760,000		1.31	$	0.08		2,093,337	$	0.08
$	0.09	–	$0.10		5,825,000		1.20	$	0.10		3,190,403	$	0.10
					8,585,000						5,283,740

A summary of the status of the Company’s non-vested shares as of June 30, 2013 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value
Non-vested at January 1, 2013		4,652,924		$	0.09
Granted		50,000		$	0.10
Forfeited		(280,000	)	$	0.09
Vested		(1,121,664	)	$	0.08
Non-vested		3,301,260		$	0.09

As of June 30, 2013, there was approximately $289,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements.  The Company expects to recognize the unrecognized compensation cost over a weighted average period of 1.23 years.

17

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

NOTE 14 – COMMITMENTS AND CONTINGENCIES

The following table summarizes the Company’s obligations to make future payments pursuant to certain contracts or arrangements as of June 30, 2013, as well as an estimate of the timing in which these obligations are expected to be satisfied:

	Payments Due by Period
Contractual Obligations	Total		2013			2014-2015		2016-2017	After 2017
Long-Term Debt Obligations	$	81,350	$	19,267	$	31,306	$	25,589	$	5,188
Operating Lease Obligations	$	192,404	$	43,248	$	149,156	$	-	$	-
Purchase Obligations	$	1,200,000	$	500,000	$	700,000	$	-	$	-
Convertible promissory notes	$	514,163	$	-	$	494,163	$	20,000	$	-
Total Contractual Obligations	$	2,008,917	$	571,515	$	1,386,625	$	45,589	$	5,188

In December 2012, the Company placed a purchase order aggregating $1,400,000 with its VidTac contract manufacturer for finished units, with stated delivery dates for products to be delivered ratably and through the twelve month period ending December 31, 2013.   However, the contract manufacturer is not currently offering the Company any credit line and the Company is operating on a “pay as you go” basis with the manufacturer.  Therefore, the timing of equipment deliveries under this purchase order is not defined at this time.  As of August 8, 2013, the Company has an account balance with the contract manufacturer of approximately $110,000.

The Company’s purchase orders placed with the contract manufacturer are non-cancellable.  However, the Company is permitted to change the original requested delivery dates if the Company gives sufficient advance notice to the contract manufacturer.  Should the Company elect to cancel the purchase order in total or in part, generally it is financially responsible only for materials that could not be returned by the contract manufacturer to its source suppliers.

In the first quarter of 2014, $442,517 of the Company’s convertible promissory notes is scheduled to mature.  The Company believes that most of the holders of these notes will elect to convert the notes into shares of the Company’s common stock or agree to extend the maturity of the notes.

Contingent Liability

None

Compensation

See ITEM 11, “Executive Compensation”, “Employment Contracts, Termination of Employment and Change in Control”, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which discusses the employment agreements involving Messrs. Chaney and Rapp, co-founders of the Company.  One element contained in those discussions involves the voluntary elections by each of them to forego certain specified salary increases until the Company becomes profitable or the Company secures sufficient funding to sustain operations.  The value of the foregone salary for each of the six month periods ended June 30, 2013 and June 30, 2012 totaled $20,000 for Mr. Chaney and $19,500 for Mr. Rapp, which was recorded as contributed capital in Additional Paid-in Capital on the Company’s Balance Sheet.

See Note 10, “Common Stock to be Issued”, to the Financial Statements, which contained the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which discusses the 2,000,000 shares of restricted common stock the Company granted to Ronald A. Woessner, the Company’s Chief Executive Officer, valued at $180,000.  The Company is amortizing the $180,000 value ratably over a thirty-six month period, which began in December 2010.  During each of the six-month periods ended June 30, 2013 and 2012, amortization of the restricted stock grant was $30,000.

18

COPsync, Inc.

Notes To Condensed Financial Statements

(unaudited)

Litigation

The Company is not currently involved in any material legal proceedings. From time-to-time the Company anticipates it will be involved in legal proceedings, claims, and litigation arising in the ordinary course of business and otherwise.  The ultimate costs to resolve any such matters could have a material adverse effect on the Company’s financial statements.  The Company could be forced to incur material expenses with respect to these legal proceedings, and in the event there is an outcome in any that is adverse to it, the Company’s financial position and prospects could be harmed.

19

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this report which are not purely historical facts or which necessarily depend upon future events, including statements about trends, uncertainties, hopes, beliefs, anticipations, expectations, plans, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2012.  Any of these risk factors could have a material adverse effect on our business, financial condition or financial results and reduce the value of an investment in our securities.  We may not succeed in addressing these and other risks associated with an investment in our securities, with our business and with our achieving any forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements.  All forward-looking statements are based upon information available to us on the date the statements are made.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We sell the COPsync service, which is a real-time, in-vehicle information sharing, communication and data interoperability network designed for law enforcement agencies.  The COPsync service enables patrol officers to collect, report and share critical data in real-time at the point of incident and obtain instant access to various local, state and federal law enforcement databases.  The COPsync service is also designed to eliminate manual processes and increase officer productivity by enabling officers to electronically write tickets, process DUI and other arrests and document accidents and other incidents.  We believe that the service saves lives, reduces unsolved crimes and assists in apprehending criminals through such features as a nationwide officer safety alert system, GPS/auto vehicle location and distance-based alerts for crimes in progress, such as child abductions, bank robberies and police pursuits.  We have designed our system to be “vendor neutral,” meaning it can be used with products and services offered by other law enforcement technology vendors.  Additionally, our system architecture is designed to scale nationwide.

The Company also sells VidTac, an in-vehicle video camera system for law enforcement.  The VidTac system is a software-driven video system designed for law enforcement.  Traditional in-vehicle video systems are typically “hardware centric” DVR-based systems.  With these systems, the capture, compression and encryption of the video stream typically is performed by a DVR.  The price of these high-end, digital DVR-based systems range from an estimated $5,100 to $11,000 per system.  These DVR-based systems are typically replaced, at the same expensive price point, every three to four years, as new patrol vehicles are placed into service.

The VidTac system is price advantageous vis-a-vis other high-end video systems.  We are offering the VidTac system for sale at a much lower price point than the average price of DVR-based video systems.  Furthermore, for those agencies that already have in-vehicle computers, the VidTac system eliminates the need for those agencies to purchase a second computer, i.e., a DVR, and eliminates the need to replace this second (DVR) computer every three to four years.  We believe that the VidTac system will accelerate our revenue growth and help us achieve profitability.

We have experienced an acceleration in the number of new service agreements in the first half of 2013.  The accelerated pace of new service agreements through the first half of 2013 softened in June and July.  However, we believe that the pace of new service agreements will resume and continue at an accelerated pace, when compared to 2012, through the rest of this year because we have added headcount to our sales organization, we have made changes to increase the effectiveness of our sales organization and we released a new product offering, COPsync911, a real-time, threat alert service, in late April 2013.

 The COPsync911 real-time, threat alert service enables a person (such as a schoolteacher in a school) to instantaneously and silently send emergency alerts directly to local law enforcement officers in their patrol units and local agencies with the mere push of a button.  The COPsync911 service is expected to reduce school emergency response times by five to seven minutes, since the communication directly to the patrol car is instantaneous.  The service also enables the patrol officer to communicate in real-time with the person(s) sending the alert via a crisis communications portal.  The alert is also sent to the cell phones of local law enforcement officers and others (such as teachers and administrators at the school), alerting them of imminent danger.  We are currently offering the COPsync911 threat alert service in the State of Texas, and plan to begin offering it in other selected regions of the United States in the third quarter of this year.

To date, our COPsync service has successfully submitted, processed and relayed over 5,790,000 officer initiated information requests.  On average, our service is returning responses to our customers in less than five seconds, well within the 32 second average NCIC 2000 standard for mobile clients.

As of August 2, 2013, over 391 law enforcement agencies and courts, primarily in the State of Texas, had contractually subscribed to use our real-time data collection, data sharing, and warrant collection service (the “COPsync Network”).  We currently have at least one customer on the COPsync Network in sixty-two percent of the 254 Texas counties.

20

We offer our information sharing network software as a service (SaaS) on a subscription basis to our customers who subscribe to use the service for a specified term.  Service fees are typically paid annually at the inception of each year of service.  Our business model is to obtain subscribers to use our service, achieve a high subscription renewal rate from those subscribers and then grow our revenue via a combination of new subscribers and renewals of existing subscribers. 

Pertinent attributes of our business model include the following:

- We incur start-up costs and recurring fixed costs to establish and maintain the service.

- We acquire subscribers and bring them onto our service, which requires variable acquisition costs related to sales, installation and deployment.

- Subscribers are recruited with the goal of reaching a level of aggregate subscriber payments that exceeds the fixed (and variable) recurring service costs.

- Adding new subscribers at a high rate and having a high renewal rate among existing subscribers is essential to attaining positive cash flow from operations in the near term.

Assuming we are successful in obtaining new users of our service, as well as retaining high renewal rates of existing users, we anticipate that the recurring nature of the COPsync Network subscription model will result in annually recurring, sustainable and predictable cash and revenue growth, year-over-year.

In the Homeland Security Act of 2002, Congress mandated that all U.S. law enforcement agencies, federal, state and local, implement information sharing solutions, referred to as “interoperability.”  The COPsync service provides this interoperability.  Prior to the introduction of our service, significant real-time, in-field, information sharing among law enforcement agencies, regardless of the vendor used, did not exist in the United States.  We believe that this lack of interoperability exists because law enforcement software vendors maintain and operate proprietary systems, which do not interoperate with systems of other vendors.  Our business model is to connect the proprietary systems of these various vendors, thus enabling the sharing of real-time, in-field, information between the agency customers of those vendors.  Our service can act as an overlay for those vendors who do not offer an in-vehicle mobile technology or an underlay that operates in the background for those vendors that do offer an in-vehicle mobile technology.

Basis of Presentation, Critical Accounting Policies and Estimates

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.  Actual results could differ from these estimates and assumptions.  Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require management's most subjective judgments.

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the Notes to Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2012.  We discuss our Critical Accounting Policies and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2012.

Results of Operations

Revenues

Total revenues for the three month and six month periods ended June 30, 2013 were $869,847 and $2,020,976, respectively, compared to $708,704 and $1,450,575 for the respective comparable periods in 2012.  Total revenues are comprised of software license/subscriptions revenue and hardware, installation and other revenue.  Software license/subscriptions revenue is a key indicator of revenue performance in future years, since this revenue represents that portion of our revenue that is anticipated to recur as our service contracts renew from year-to-year.  Hardware, installation and other revenue is a one-time revenue event, and is not a key indicator of future performance.  Software license/subscriptions revenues totaled $416,689 and $813,956 for the three month and six month periods ended June 30, 2013, respectively, compared to $342,100 and 701,468 for the respective comparable periods in 2012.  The increase in software license/subscriptions revenue was due to an increase in the number of contracted law enforcement agencies between periods, and revenue attributable to contract renewals.  Hardware, installation and other revenues for the three month and six month periods ended June 30, 2013 totaled $453,158 and $1,207,020, respectively, compared to $366,604 and $749,107 for the respective comparable periods in 2012.  The increase in these revenues is due principally to the introduction of our VidTac product offering in 2012, sales of which are recorded as hardware, installation and other revenues.

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 Many of our new contracts are multiple-year contracts that typically include hardware, installation and training (and integration in some cases) and one year of software license/subscriptions revenue during the first year of the contract, followed by software license/subscriptions revenue during the remaining years of the contract.  Normally, we receive full payment up front upon inception of the contract.  This up-front payment is initially recorded as deferred revenues and subsequently recognized as revenue over the service period.  We do not believe that the increase in deferred revenues resulting from these payments has a material effect on our future working capital for the later years of the contract service periods because our continuing customer support costs are incrementally fixed in nature.

We executed service agreements (or contracts) with approximately 120 new agencies in 2012.  We expect to sign more new customers in 2013 than we did in 2012, principally because of our new product offerings, VidTac and COPsync911.  

Cost of Revenues and Gross Profit (Loss)

The following is a summary of the cost of revenues and gross profit or loss performances for the respective revenue types for the respective three-month and six month periods ended June 30, 2013 and 2012: 

	For the three months ended June 30,										For the six months ended June 30,
	2013					2012					2013					2012
	$		%			$		%			%		%			$		%
Hardware, installation and other revenues
Revenues	$	453,158		100	%	$	366,604		100	%	$	1,207,020		100	%	$	749,107		100	%
Cost of Revenues-hardware & other external costs		368,090		82	%		266,749		73	%		855,373		71	%		673,028		90	%
Cost of Revenues-internal costs		29,217		6	%		39,528		11	%		61,563		5	%		75,653		10	%
Total Gross Profit/(Loss)	$	55,851		12	%	$	60,327		16	%	$	290,084		24	%	$	426		0	%
Software license/subscription revenues
Revenues	$	416,689		100	%	$	342,100		100	%	$	813,956		100	%	$	701,468		100	%
Cost of Revenues-internal costs		122,961		30	%		48,814		14	%		236,446		29	%		100,320		14	%
Cost of Revenues-OEM distributor fees		0		0	%		0		0	%		0		0	%		60,685		9	%
Amortization of capitalized software development costs		109,117		26	%		109,120		32	%		218,229		27	%		218,240		31	%
Total Gross Profit	$	184,611		44	%	$	184,166		54	%	$	359,281		44	%	$	322,223		46	%
Total Company
Revenues	$	869,847		100	%	$	708,704		100	%	$	2,020,976		100	%	$	1,450,575		100	%
Cost of Revenues		629,385		72	%		464,211		66	%		1,371,611		68	%		1,127,926		78	%
Total Gross Profit	$	240,462		28	%	$	244,493		34	%	$	649,365		32	%	$	322,649		22	%

For the three month and six month periods ended June 30, 2013 and 2012, our total cost of revenues were $629,385 and $1,371,611, respectively, compared to $464,211 and $1,127,926 for the respective, comparable periods in 2012.  As a result, we realized gross profits of $240,462 and $649,365 for the three month and six month periods ended June 30, 2013, respectively, compared to $244,493 and $322,649 for the respective comparable periods in 2012.

Cost of revenues for hardware, installation and other revenues for the three month and six month periods ended June 30, 2013 totaled $368,090 and $855,373, respectively, compared to $266,749 and $673,028 for the respective comparable periods in 2012.  The increase in cost of revenues between the periods was due to higher hardware sales in 2013.  Included in these cost of revenues are internal costs, which totaled $29,217 and $61,563 for the three month and six month periods ended June 30, 2013, respectively, compared to $39,528 and $75,653 for the respective comparable periods in 2012.  These internal costs represent salaries and travel expenses for our in-house installation and training staff.  The decrease in internal costs between periods was due principally to a reduction in headcount and a reallocation of some of these costs to customer support costs.  The total gross profit from hardware, installation and other revenue totaled $55,851 and $290,084 for the three and six months period ended June 30, 2013, respectively, compared to $60,327 and $426 for the respective comparable periods in 2012.  The improvement in six month gross profit performance was due to the introduction of our new product offering, VidTac, which produces a significantly higher gross profit contribution than our other hardware offerings.  Our gross profit also improved from our implementing price increases on selected non-VidTac hardware items, as well as for installation and integration related services.  For the three month periods ended June 30, 2013 and 2012, the gross profit performance was basically flat because of increased installation and support-expenses incurred for the VidTac product installations, the allocation of new service agreement discounts based upon applicable VSOE for hardware product sales; that being, a separate unit of accounting, as well as lost gross profit on some hardware returned for credit.   We do not believe that the increased installation and support-related expenses will continue beyond the third quarter of 2013.  

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Cost of revenues for software license/subscription revenues for the three month and six month periods ended June 30, 2013, were $232,078 and $454,675, respectively, compared to $157,934 and $379,245 for the respective comparable periods in 2012. These costs represent internal costs associated with our customer support team and web-hosting facilities. The increased costs are driven by increased headcount and the cost of outside service providers resulting from the increased number of customers and services offered to the customers. The resulting gross profit from software license/subscription revenues for the three month and six month periods ended June 30, 2013 was $184,611 and $359,281, respectively, compared to $184,166 and $322,223 in 2012.

Our total cost of revenues has the potential to fluctuate with revenues because of the variable cost nature of hardware, installation and other revenues contained in future contracts.  Conversely, our internal costs associated with installation, training, customer support and web-site hosting were relatively flat through 2012.  In 2013, these internal costs have increased because we added additional headcount to support the increased number of customers and new products.

Operating Expenses

Research and Development

Total research and development expenses for the three-month and six month periods ended June 30, 2013 were $579,552 and 1,029,149, respectively, compared to $599,438 and $946,943 for the respective comparable periods in 2012.  The increase in expenses for the six month periods ending June 30, 2013 and 2012 were due to increased contract labor for IT/software development services, partially offset by decreased employee headcount and decreased expendable supplies costs included in 2012 for the development of the VidTac unit.  We expect our research and development expense to be slightly lower in the second half of 2013.

Sales and Marketing

Total sales and marketing expenses for the three-month and six month periods ended June 30, 2013 were $277,560 and $598,280, respectively, compared to $383,720 and $745,680 for the respective comparable periods in fiscal 2012.  The decreases in these expenses between periods are due to decreases in personnel and travel related costs resulting from headcount reductions that occurred during the fourth quarter of 2012 and first quarter of 2013, as well as a decrease in non-personnel costs, principally due to expense reallocations between sales and marketing and general and administrative expenses.   We believe our sales and marketing expenses will increase somewhat in the second half of fiscal 2013 as we fill these vacated sales positions and add new sales headcount to sell our expanding suite of products.

General and Administrative

Total general and administrative expenses for the three-month and six month periods ended June 30, 2013 were $362,623 and 725,763, respectively, compared to $322,523 and $620,301 for the respective comparable periods in fiscal 2012.  The increase in expenses between the periods is due to personnel-related costs principally due to the hiring of a key executive to manage our operations in late June of 2012, and an increase in share-based compensation costs between periods and other, non-personnel costs, which consisted of a slight increase in business insurance costs, professional fees for accounting and legal services, as well as expense allocations between general and administrative and sales and marketing expenses.  We believe that our general and administrative expenses for the remainder of fiscal 2013 will remain relatively flat.

Other Expense

Other expense, consisting principally of interest expense, totaled $3,055 and $7,784 for the three-month and six month periods ended June 30, 2013, respectively, compared to $5,721 and $11,587, respectively, for same periods in fiscal 2012.

Net Loss Before Income Taxes

The net loss before income taxes for the three-month and six month periods ended June 30, 2013 were $982,328 and $1,711,611, respectively, compared to $1,066,909 and $2001,862, respectively, for the same periods in fiscal 2012.

Liquidity and Capital Resources

We have funded our operations since inception through the sale of equity and debt securities and from cash generated by operating activities.  As of June 30, 2013, we had $389,945 in cash and cash equivalents, compared to $174,444 as of December 31, 2012.  The $215,501 increase in cash was due to net cash provided by financing activities of $314,212 and net cash provided by investing activities of $17,125, partially offset by net cash used by operating activities of $115,836.  

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The net cash provided by financing activities represents cash proceeds of $322,430 from investments in our common stock for cash, of which shares for $1,500 will be issued in the second half of 2013, $160,000 in proceeds from three new convertible notes, and a $51,880 notes payable associated with the purchase of new, more cost efficient automobiles for our sales force. These inflows were partially offset by $220,098 in payments on outstanding notes payable consisting of a $120,000 demand promissory note and $100,098 for automobile and business insurance notes

We had a working capital deficiency of $2,573,500 on June 30, 2013, compared to a deficiency of $1,951,286 on December 31, 2012. On June 30, 2013 our current liabilities included $1,957,324 in net deferred revenues attributable to future performance under prepaid customer contracts, which we believe will not have a material effect on our future working capital in the later years of the prepaid contracts because our customer support costs are incrementally fixed in nature.

Plan of Operation for the Next Twelve Months

At June 30, 2013, we had cash and cash equivalents on hand of $389,945 and had a working capital deficiency of $2,573,500.

We expect our liquidity position to improve as we proceed through fiscal 2013, thus enabling us to support our planned operating expenses.  We have taken the following steps to manage our liquidity, not default on any third-party obligations and to continue growing our business towards cash-flow break-even and profitability:

1)  Based on the volume of new orders (service agreements) we have received thus far in fiscal 2013, we expect to be cash-flow positive by the end of calendar year 2013. As of June 30, 2013, our new service agreements totaled approximately $3,722,000, compared to $966,000 for the comparable date in fiscal 2012, which is an increase of 285%.

2)  The accelerated pace of new service agreements through the first half of this year softened in June and July,  but we believe that the pace of new service agreements will resume and continue at an accelerated pace, when compared to 2012, through the rest of this year because we have added headcount to our sales organization, we have made changes to increase the effectiveness of our sales organization and we released a new product offering, COPsync911, a real-time threat alert service, in late April 2013.  We are currently offering the COPsync911 emergency alert service in the State of Texas, and plan to begin offering it in selected regions of the United States in the third quarter of this year. 

3)  As of August 9, 2013, we had booked sales of $116,000 for the COPsync911 service after less than 90 days of sales activity. We expect the pace of COPsync911 sales to accelerate as our current (and newly-hired) sales professionals become more familiar with the product and the strategies for selling it.  We expect COPsync911 sales from our direct sales efforts of between $1.2 million and $2.0 million during the ensuing twelve months.

4)  We also continue to sharpen our procurement processes such that we procure the third party hardware we sell according to “just in time” principles.  We also attempt to collect customer prepayments for the third party hardware we sell at or about the time we order the hardware, for the purpose of matching expenses and sales.  This process change has helped us significantly in in managing our working capital.

5)  We are continuing to pay down our outstanding payables, Most of our key vendors continue to be cooperative regarding extended payment terms for our outstanding payables balances, which were $ 533,000 at August 9, 2013, compared to $ 917,000 at December 31, 2012,

6) We are currently pursuing an initiative to raise up to $1,500,000 in new capital. During the first six months of 2013, we raised $322,000, pursuant to that initiative.

7)  Additionally, we believe that we have the capability to reduce expenses further, if necessary.

With cash we received from our current capital raising efforts, and the collections of cash subscriptions and other foreseeable funding sources, we believe that we will have adequate cash resources for the next twelve months.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the date of this quarterly report on Form 10-Q, we conducted, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e)) under the Exchange Act as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control Over Financial Reporting

During the three months ended June 30, 2013, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

We are not currently involved in any material legal proceedings.  From time-to-time we anticipate we will be involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements.  We could be forced to incur material expenses with respect to these legal proceedings, and in the event there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

Item 1A.  Risk Factors

None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2013, we issued 2,195,000 shares of our common stock, and associated warrants (with an exercise price of $0.10 per share) to purchase 439,000 shares of our common stock, in exchange for an aggregate $219,500 in cash.  Additionally, we issued 314,300 shares of our common stock and associated warrants (with an exercise price of $0.10 per share) to purchase 62,860 shares of our common stock, in exchange for an aggregate of $31,430 in cash we received in the first quarter of 2013.

The shares of common stock and warrants were offered primarily to individuals and entities that we reasonably believed to be “accredited investors,” as such term is defined in Rule 501 under the Securities Act.  The offer and sale was made without registration under the Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act and in reliance on similar exemptions under applicable state laws.  No general solicitation or general advertising was used in connection with the offering of the common stock and warrants.  We disclosed to the investors that the shares of common stock and the warrants, and the common stock underlying the warrants, could not be sold unless they are registered under the Securities Act or unless an exemption from registration is available, and the certificates representing the shares and the warrants included, and the certificates representing the common stock to be issued upon exercise of the warrants (if applicable), will include a legend to that effect.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

None

Item 5.  Other Information

None

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Item 6.  Exhibits

Exhibit Number	Description
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32*	Section 1350 Certifications.
101.1**	101.INS (XBRL Instance Document)
	101.SCH (XBRL Taxonomy Extension Schema Document)
	101.CAL (XBRL Calculation Linkbase Documents)
	101.DEF (XBRL Taxonomy Definition Linkbase Document)
	101.LAB (XBRL Taxonomy Label Linkbase Document)
	101.PRE (XBRL Taxonomy  Presentation Linkbase Document)

*	Filed herewith.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COPSYNC, INC.
Date: August 19, 2013	By:	/s/ Barry W. Wilson
		Barry W. Wilson
		Chief Financial Officer

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