10QSB 1 copsync10q033108.htm COPsync, Inc. - Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2008



(Exact name of small business issuer as specified in its charter)


Delaware
333-140320
98-0513637
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


2010 FM 2673 Canyon Lake, TX
 
78133
 
(Address of principal executive offices)
(Zip Code)
 


830.964.3838
(Registrant's telephone number, including area code)

Global Advance Corporation
(Former Name, if changed since last report.)


Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock - $0.001 par value

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o   No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2008 3,025,000 shares of common stock were outstanding. Transitional Small Business Disclosure Format: Yes o   No x






COPSYNC, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 2008

TABLE OF CONTENTS

Part I - Financial Information

Item 1- Financial Statements


Item 2 - Management's Discussion and Analysis or Plan of Operations

Item 3- Controls and Procedures

Part II - Other Information

Item 1 - Legal Proceedings

Item 2 - Changes in Securities and Use of Proceeds

Item 3 - Default upon Senior Securities

Item 4 - Submission of Matters to a Vote of Security Holders

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 8-K

Signatures


Certifications





PART 1 - FINANCIAL INFORMATION

COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
MARCH 31, 2008, AND 2007



Financial Statements-

  Balance Sheet as of March 31, 2008, and December 31, 2007 F-2
     
  Statements of Operations for the Three Months Ended March 31, 2008, and 2007, and Cumulative from Inception F-3
     
  Statements of Cash Flows for the Three Months Ended March 31, 2008, and 2007, and Cumulative from Inception F-4
     
  Notes to Financial Statements March 31, 2008, and 2007 F-5
     
     
     





F-1



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORP.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET (NOTE 2)
AS OF MARCH 31, 2008 AND DECEMBER 31, 2007

ASSETS

 
2008
(Unaudited)
 
2007
(Audited)
 
Current Assets:            
       Cash in bank $
-
  $
-
 
              Total current assets  
-
   
-
 
Other Assets:  
   
 
       Patent pending  
15,560
   
15,560
 
              Total other assets  
15,560
   
15,560
 
Total Assets $
15,560
   
15,560
 
             
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:            
       Accounts payable - Trade $
10,035
  $
5,035
 
       Accrued liabilities  
3,540
   
5,000
 
              Total current liabilities  
13,575
   
10,035
 
              Total liabilities  
13,575
   
10,035
 
Commitments and Contingencies  
   
 
Stockholders' Equity:  
   
 
       Series A Preferred stock, par value $0.0001 per share, 1,000,000
          shares authorized; nil shares issued and outstanding
 
-
   
-
 
       Common stock, par value $0.0001 per share, 500,000,000 shares
          authorized; 45,375,000 shares issued and outstanding
 
4,538
   
302
 
       Additional paid-in capital  
64,412
   
68,648
 
       (Deficit) accumulated during the development stage  
(66,965
)  
(63,425
)
              Total stockholders' equity  
1,985
   
5,525
 
Total Liabilities and Stockholders' Equity $
15,560
  $
15,560
 
             



The accompanying notes to the financial statements
are an integral part of these balance sheets.

F-2



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (NOTE 2)
FOR THE THREE MONTHS ENDED MARCH 31, 2008, AND 2007
AND CUMULATIVE FROM INCEPTION (OCTOBER 23, 2006)
THROUGH MARCH 31, 2008
(Unaudited)


Three Months Ended
March 31,
 
Cumulative
From
 
2008
 
2007
 
Inception
 
                   
Revenues $
-
  $
-
  $
-
 
Expenses:  
   
   
 
       General and administrative-  
   
   
 
              Legal fees - Incorporation  
-
   
-
   
1,500
 
              Professional fees  
3,540
   
16,703
   
55,106
 
              Other  
-
   
1,779
   
10,359
 
                     Total general and administrative expenses  
3,540
   
18,482
   
66,965
 
(Loss) from Operations  
(3,540
)  
(18,482
)  
(66,965
)
Other Income (Expense)  
-
   
-
   
-
 
Provision for Income Taxes  
-
   
-
   
-
 
Net (Loss) $
(3,540
) $
(18,482
) $
(66,965
)
                   
(Loss) Per Common Share:                  
       (Loss) per common share - Basic and Diluted $
(0.00
) $
(0.00
)      
                   
Weighted Average Number of Common Shares
       Outstanding - Basic and Diluted
 
45,375,000
   
30,000,000
       
                   


The accompanying notes to the financial statements are
an integral part of these statement

F-3



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORP.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2)
FOR THE THREE-MONTHS ENDED MARCH 31, 2008, AND 2007
AND CUMULATIVE FROM INCEPTION (OCTOBER 23, 2006)
THROUGH MARCH 31, 2008
(Unaudited)
 

Three Months Ended
March 31,
 
Cumulative
From
 
2008
 
2007
 
Inception
 
                   
Operating Activities:                  
       Net (loss) $
(3,540
) $
(18,482
) $
(66,965
)
       Adjustments to reconcile net (loss) to net cash
         (used in) operating activities:
 
   
   
 
              Transfer agent fees paid by issued shares  
-
   
-
   
2,000
 
              Changes in net liabilities-  
   
   
 
                     Accounts payable - Trade  
5,000
   
-
   
10,035
 
                     Accrued liabilities  
(1,460
)  
(6,000
)  
3,540
 
Net Cash (Used in) Operating Activities  
-
   
(24,482
)  
(51,390
)
Investing Activities:  
   
   
 
       Acquisition and costs of patent pending  
-
   
-
   
(15,560
)
Net Cash (Used in) Investing Activities  
-
   
-
   
(15,560
)
Financing Activities:  
   
   
 
       Issuance of common stock for cash  
-
   
-
   
100,200
 
       Deferred offering costs  
-
   
(15,500
)  
(33,250
)
       Loans from related parties - Former Directors and stockholders  
-
   
40,000
   
39,800
 
       Payment of loans from related parties - Former Directors and stockholders  
-
   
-
   
(39,800
)
       Loan from third-party entity related to consultant  
-
   
-
   
15,000
 
       Repayment of loan from third-party entity related to consultant  
-
   
-
   
(15,000
)
Net Cash Provided by Financing Activities  
-
   
24,500
   
66,950
 
Net Increase in Cash  
-
   
18
   
-
 
Cash - Beginning of Period  
-
   
202
   
-
 
Cash - End of Period $
-
  $
220
  $
-
 
                   
Supplemental Disclosure of Cash Flow Information:                  
       Cash paid during the period for:                  
              Interest $
-
  $
-
  $
-
 
                   
              Income taxes $
-
  $
-
  $
-
 
                   


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

F-4



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)


(1)         Summary of Significant Accounting Policies

  Basis of Presentation and Organization

COPsync, Inc. (formerly Global Advance Corporation) ("COPsync" or the "Company") is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on October 23, 2006. On March 20, 2008, the stockholders of the Company approved an amendment of the Articles of Incorporation to change its name from Global Advance Corporation to COPsync, Inc. This amendment was filed on April 24, 2008. On March 24, 2008, the Company entered into a Letter of Intent with PostInk Technology, LP ("PostInk"), a Texas partnership, pursuant to which the Company agreed to acquire 100 percent of PostInk in exchange for 100,000,000 shares (post forward stock split) of common stock of the Company. The business plan of the Company was to develop a commercial application of a prototype utilizing the design in a patent pending of a "two-foot operated mouse" which is a device intended to provide alternate access to all computer-related mouse functionality through the use of one's feet, rather than one's hands. The Company also intended to enhance the existing prototype, obtain approval of its patent application, and manufacture and market the product and/or seek third-party entities interested in licensing the rights to manufacture and market the two-foot operating mouse device. The accompanying financial statements of COPsync were prepared from the accounts of the Company under the accrual basis of accounting.

The Company commenced a capital formation activity to submit a Registration Statement on Form SB-2 to the Securities and Exchange Commissions ("SEC") to register and sell in a self-directed offering 15.0 million shares (post forward stock split) of newly issued common stock at an offering price of $0.01 for proceeds of up to $100,000. On January 30, 2007, the Company completed the preparation of its registration document, and filed it with the SEC. The registration statement was declared effective on April 13, 2007. As of December 31, 2007, the Company completed the offering, received stock subscriptions for 15.0 million shares (post forward stock split) of common stock, par value $0.0001 per share, at an offering price of $0.01 per share, and deposited proceeds of $100,000.

On November 21, 2007, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with Rocky Global Enterprises Ltd. and Beaux Beaux Partnership (the "Buyers"), and Oren Rozenberg and Judah Steinberger (the "Sellers"). Pursuant to the terms and conditions of the Stock Purchase Agreement, the Buyers acquired from the Sellers 29,013,750 shares (post forward stock split) of common stock of the Company. This event triggered a change in control of the Company, with the Buyers owning approximately 64% of the issued and outstanding shares of common stock of the Company. Immediately prior to the closing of this transaction, Oren Rozenberg and Judah Steinberger served as the members of the Board of Directors. Pursuant to the terms and conditions set forth in the Stock Purchase Agreement, immediately following the closing of the transaction, Judah Steinberger resigned as Chief Financial Officer, Secretary, and from the Board of Directors, Oren Rozenberg tendered a resignation from the Board of Directors and as Chief Executive Officer, and the parties agreed to appoint the Buyer's nominee, Krystal Rocha to the Board of Directors and as Chief Executive Officer, Chief Financial Officer, and Secretary.

  Unaudited Interim Financial Statements

The Company's interim financial statements as of March 31, 2008, and for the three-months ended March 31, 2008, and 2007, and cumulative from inception are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of March 31, 2008, and the results of its operations and its cash flows for the three months ended March 31, 2008, and 2007, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2008. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company's audited financial statements contained in its 10-KSB as of December 31, 2007, for additional information, including significant accounting policies.

  Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.


F-5



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)



  Revenue Recognition


The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

  Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three months ended March 31, 2008, and 2007.

  Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

  Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of March 31, 2008, and 2007, the carrying value of accrued liabilities and accounts payable approximated fair value due to the short-term nature and maturity of these instruments.

  Patent and Intellectual Property

The Company capitalizes the costs associated with obtaining a Patent or other intellectual property pertaining to its intended business plan. Such costs are amortized over the estimated useful lives of the related assets.

  Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. For the year ended December 31, 2007, $33,250 in deferred offering costs were charged against the capital raised from the completion of an offering of common stock.

  Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. For the three months ended March 31, 2008, and 2007, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.


F-6



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)


  Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are expensed as incurred.

  Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of March 31, 2008, and expenses for the three months ended March 31, 2008, and 2007, and cumulative from inception. Actual results could differ from those estimates made by management.

(2)         Development Stage Activities and Going Concern


The Company is currently in the development stage, and has no operations. The business plan of the Company was to develop a commercial application of a prototype utilizing the design in a patent pending of a "two-foot operated mouse" which is a device intended to provide alternate access to all computer-related mouse functionality through the use of one's feet, rather than one's hands. The Company also intended to enhance the existing prototype, obtain approval of its patent application, and manufacture and market the product and/or seek third-party entities interested in licensing the rights to manufacture and market the two-foot operating mouse device.

On November 28, 2006, the Company entered into an Invention Assignment Agreement ("Invention Agreement") with IdeaPlus Ltd. ("IdeaPlus"), an Israeli company located in Ramat Gan, Israel, whereby the Company acquired from IdeaPlus all of the right, title and interest in the invention known as the "Two-foot Operated Mouse" (the "Invention") for consideration of $10,000. Subsequently, the invention became the subject of United States Patent Application 11/614,150 which was filed with the United States Patent and Trademark Office on December 21, 2006.

The Company commenced a capital formation activity to submit a Registration Statement on Form SB-2 to the SEC to register and sell in a self-directed offering 15.0 million shares (post forward stock split) of newly issued common stock at an offering price of $0.01 for proceeds of up to $100,000. On January 30, 2007, the Company completed the preparation of its registration document, and filed it with the SEC. The registration statement was declared effective on April 13, 2007. As of December 31, 2007, the Company completed the offering, received stock subscriptions for 15.0 million shares (post forward stock split) of common stock, par value $0.0001 per share, at an offering price of $0.01 per share, and deposited proceeds of $100,000.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2008, the cash resources of the Company were insufficient to meet its current business plan, and the Company had negative working capital. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3)         Patent Pending

On November 28, 2006, the Company entered into an Invention Agreement with IdeaPlus, an Israeli company located in Ramat Gan, Israel, whereby the Company acquired from IdeaPlus all of the right, title and interest in the invention known as the Invention for consideration of $10,000. Under the terms of the Invention Agreement, the Company was assigned rights to the Invention free of any liens, claims, royalties, licenses, security interests, or other encumbrances. IdeaPlus initially obtained the Invention directly from the inventor. Neither IdeaPlus nor the inventor of the Invention is an officer or director of the Company, or an investor or promoter of such. Subsequently, the Invention became the subject of United States Patent Application 11/614,150 which was filed with the United States Patent and Trademark Office on December 21, 2006. Currently, the Patent Application is pending. The historical cost of obtaining the Invention and filing for the patent has been capitalized by the Company, and amounted to $15,560 as of March 31, 2008.


F-7



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)



(4)         Loans from Related Parties

During the year ended December 31, 2007, loans from related parties - former Directors and stockholders, representing working capital advances from two former Directors who are also stockholders of the Company, amounting to $39,800, were paid in full.

(5)         Common Stock

On December 22, 2006, the Company issued 30,000,000 shares (post forward stock split) of its common stock to two individuals who are former Directors and officers for proceeds of $200.

Pursuant to the Consulting Agreement entered into on April 18, 2007 with Island Capital Management, LLC dba Island Stock Transfer ("Island Stock Transfer"), on April 19, 2007, the Company issued 375,000 shares (post forward stock split) of its common stock to Island Stock Transfer as payment for services valued at $2,000.

The Company commenced a capital formation activity to submit a Registration Statement on Form SB-2 to the SEC to register and sell in a self-directed offering 15.0 million shares (post forward stock split) of newly issued common stock at an offering price of $0.01 for proceeds of up to $100,000. On January 30, 2007, the Company completed the preparation of its registration document, and filed it with the SEC. The Registration Statement was declared effective on April 13, 2007. As of December 31, 2007, the Company completed the offering, received stock subscriptions for 15.0 million shares (post forward stock split) of common stock, par value $0.0001 per share, at an offering price of $0.01 per share, and deposited proceeds of $100,000. In addition, during the year ended December 31, 2007, the Company recognized as an offset to the proceeds from the offering of common stock $33,500 of deferred offering costs.


As discussed in Note 1, on November 21, 2007, the Company entered into a Stock Purchase Agreement with the Buyers, and the Sellers. Pursuant to the terms and conditions of the Stock Purchase Agreement, the Buyers acquired from the Sellers 29,013,750 shares (post forward stock split) of common stock of the Company. This event triggered a change in control of the Company, with the Buyers owning approximately 64% of the issued and outstanding shares of common stock of the Company.

On March 20, 2008 the stockholders of the Company approved a 15-for-1 forward stock split, effective on April 17, 2008. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

(6)         Change in Officers and Directors

As discussed in Notes 1 and 5, and pursuant to the terms and conditions set forth in the Stock Purchase Agreement, Judah Steinberger resigned as Chief Financial Officer, Secretary, and from the Board of Directors, Oren Rozenberg tendered a resignation from the Board of Directors and as Chief Executive Officer, and Krystal Rocha was appointed as Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and Secretary.

(7)         Related Party Transactions

As described in Note 4, during the year ended December 31, 2007, the Company paid $39,800 to two individuals who were former Directors, officers, and principal stockholders of the Company for working capital loans. As of December 31, 2007, the Company was no longer indebted to any current or former Directors, officers, or principal stockholders.

(8)         Transfer Agent Agreement

On April 18, 2007, the Company entered into a Consulting Agreement with Island Stock Transfer for consulting and advisory services. Under the Agreement, the Company agreed to pay to Island Stock Transfer initial fees amounting to $4,000 plus transaction fees payable as follows: (1) $1,000 due at the time of execution of the Agreement; and, $1,000 within 60 days; (2) the issuance of 375,000 shares (post forward stock split) of the Company's common stock with a value of $2,000; and (3) transaction fees in accordance with the fee schedule for services of Island Stock Transfer. The Company also has the right under the Agreement to repurchase the 375,000 shares (post forward stock split) of common stock from Island Stock Transfer for a period of 12 months for $10,000. As of December 31, 2007, the Company had paid the initial fee of $1,000 for consulting and advisory services, an additional $1,000 within 60 days of the execution of the Agreement, and issued 25,000 shares of common stock for such services with a value of $2,000.


F-8



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)



(9)         Income Taxes

The provision (benefit) for income taxes for the three months ended March 31, 2008, and 2007 was as follows (assuming a 23% effective tax rate):

   
Three Months Ended March 31,
   
 
2008
 
2007
   
  Current Tax Provision:              
         Federal and state-              
                Taxable income $
-
  $
-
   
                       Total current tax provision $
-
  $
-
   
                 
  Deferred Tax Provision:              
         Federal and state-              
                Loss carryforwards $
814
  $
4,251
   
                Change in valuation allowance  
(814
)  
(4,251
)  
                       Total deferred tax provision $
-
  $
-
   
                 
The Company had deferred income tax assets as of March 31, 2008, and 2007, as follows:

   
2008
   
  Loss carryforwards $
15,402
   
  Less - Valuation allowance  
(15,402
)  
          Total net deferred tax assets $
-
   
           

The Company provided a valuation allowance equal to the deferred income tax assets for the three months ended March 31, 2008, and 2007, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of March 31, 2008, the Company had approximately $66,965 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire in various years through the year 2027.

(10)     Commitments

The Company has a verbal commitment with a third-party consultant to provide financial and capital formation services for which the management of the Company has agreed to pay approximately $5,000 per calendar quarter, plus out-of-pocket expenses, commencing in the year 2007. During the year ended December 31, 2006, the Company borrowed $15,000 from an entity affiliated with this consultant for working capital to commence its organizational, patent application, and capital formation activities. The amount borrowed was repaid before December 31, 2006. For the year ended December 31, 2007, fees amounting to $23,000 were paid to the third-party consultant.

(11)     Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" ("SFAS No. 159"), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable;


F-9



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)



and it is applied only to entire instruments and not to portions of instruments. SFAS No. 159 requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year, provided the entity also elects to apply the provisions of SFAS No. 157. Upon implementation, an entity shall report the effect of the first re-measurement to fair value as a cumulative?effect adjustment to the opening balance of retained earnings. Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation. The management of the Company does not believe that this new pronouncement will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 141R, "Business Combinations - Revised 2007" ("SFAS No. 141R"), which replaces FASB Statement No. 141, "Business Combinations." SFAS No. 141R establishes principles and requirements intending to improve the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. This is accomplished through requiring the acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. This includes contractual contingencies only if it is more likely than not that they meet the definition of an asset of a liability in FASB Concepts Statement No. 6, "Elements of Financial Statements - a replacement of FASB Concepts Statement No. 3." This statement also requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. However, this statement improves the way in which an acquirer's obligations to make payments conditioned on the outcome of future events are recognized and measured, which in turn improves the measure of goodwill. This statement also defines a bargain purchase as a business combination in which the total acquisition-date fair value of the consideration transferred plus any noncontrolling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquirer. This, therefore, improves the representational faithfulness and completeness of the information provided about both the acquirer's earnings during the period in which it makes a bargain purchase and the measures of the assets acquired in the bargain purchase. The Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS No. 160"), which establishes accounting and reporting standards to improve the relevance, comparability, and transparency of financial information in its consolidated financial statements. This is accomplished by requiring all entities, except not-for-profit organizations, that prepare consolidated financial statements to (a) clearly identify, label, and present ownership interests in subsidiaries held by parties other than the parent in the consolidated statement of financial position within equity, but separate from the parent's equity; (b) clearly identify and present both the parent's and the noncontrolling interest's attributable consolidated net income on the face of the consolidated statement of income; (c) consistently account for changes in parent's ownership interest while the parent retains it controlling financial interest in subsidiary and for all transactions that are economically similar to be accounted for similarly; (d) measure of any gain, loss, or retained noncontrolling equity at fair value after a subsidiary is deconsolidated; and (e) provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods on or after December 15, 2008. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.


In March 2008, the FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement 133" ("SFAS No. 161"). SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, "Accounting for Derivative Instruments and Hedging Activities"; and (c) derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Specifically, FASB No. 161 requires:

  Disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;
  Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;
  Disclosure of information about credit-risk-related contingent features; and
  Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

FASB No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.


F-10



COPSYNC, INC.
(FORMERLY GLOBAL ADVANCE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
MARCH 31, 2008, AND 2007
(UNAUDITED)



In May 2008, the FASB issued FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. The sources of accounting principles that are generally accepted are categorized in descending order as follows:

  a) FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.
     
  b) FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.
     
  c) AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).
     
  d) Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

(12)     Subsequent Events

On April 17, 2008, the Company amended its Articles of Incorporation to increase its authorized shares from 50,000,000 to 500,000,000, implement a 15-for-1 forward stock split, and authorized 1,000,000 Series A Preferred Stock, par value $0.001. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

On April 18, 2008, the Company resolved to appoint Russell Chaney as Chief Executive Officer, Chief Financial Officer, Director, and Chairman of the Board of Directors. It was also resolved to appoint Shane Rapp as President, Secretary, and Director. On said date, Krystal Rocha tendered her resignation as Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, and Secretary.

On April 24, 2008, the Company filed an amendment of Certificate of Incorporation to change its name from Global Advance Corporation to Copsync, Inc.

On April 25, 2008 the Company entered into a share exchange agreement and a plan of Share Exchange with PostInk Technology LP ("PostInk") (the "Share Exchange Agreement") by and among PostInk Technology, LP and RSIV, LLC (collectively "POST") for 100% interest of POST. Upon closing date, the Company issued 25,000,005 shares (post forward stock split) of its common stock and 100,000 shares of its Series A Preferred Shares in exchange for 100% of POST. The Company also cancelled 29,388,750 shares (post forward stock split) of its common stock. The Company and POST also agree to issue cashless warrants exercisable at $0.01 per share to POST shareholders for 75,000,000 shares (post forward stock split) of the Company's common stock.

On April 25, 2008, Krystal Rocha officially resigned as Chief Executive Officer, Chief Financial Officer, and Secretary.

On May 1, 2008, Russell Chaney accepted the appointment as the Company's Chief Executive Officer, Chief Financial Officer, Director, and Chairman of the Board of Directors. On said date, Shane Rapp accepted the appointment as the Company's President, Secretary and Director.

On May 5, 2008, Krystal Rocha officially resigned as Chairman of the Board of Directors.

On May 5, 2008, the Company issued 1,361,250 shares (post forward stock split) of its common stock.


F-11



Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Through its recent acquisition of PostInk Technology, LP, COPsync, Inc. provides the following Management Discussion and Analysis or Plan of Operation.

Management Discussion and Analysis:

COPsync, Inc. is poised and in a unique position to become one of the fastest growing Software Technology Providers to Law Enforcement and Emergency Service professionals worldwide. COPsync, Inc. is the only Law Enforcement software provider to provide full information sharing capabilities to all subscribing agencies in real time at the point of incident directly to the patrol officer. The Law Enforcement officer of the future will be armed, in REAL TIME, with critical information necessary to protect the public and themselves.
   
Law Enforcement Agencies and Associations at the Federal, State and Local levels are pushing information sharing initiatives. Global Justice XML standards were developed and have been published by the US Federal Government since 1997. To date, interoperability between Law Enforcement agencies in the United States fails to exist. This failure is directly related to software vendors that have remained focused on their existing methods of doing business including proprietary development, which does not focus on global information sharing. COPsync, Inc. will fulfill the interoperability role through the deployment of COPsync™. COPsync™ is an overlay product to existing technologies that can be deployed without jeopardizing the respective agencies existing vendor relationships. COPsync, Inc.'s method of data integration can bring existing vendors into compliance with federal mandates established after 9/11.
   
COPsync™ provides an innovative and open architecture software platform. Most software vendors in this space continue to maintain and support closed architecture systems with archaic methodologies related to providing information to the officer on the street and interagency information sharing.
   
COPsync, Inc. can rapidly expand in the trillion Dollar Law Enforcement, Emergency Service and Fire District profession. This growth can be quickly realized leveraging Homeland Security grant initiatives.
   
COPsync, Inc. has successfully been approved to utilize government provided funding and Homeland Security funds for the integration and implementation of its technology in Law Enforcement Agencies. These grants currently maintain billions of dollars to be utilized for informational sharing purposes.
   
COPsync™ provides subscribing agencies with an immediate return on investment. The reduction in time officers or clerks spend on paperwork is significantly reduced and provides additional time for other activities. During the beta phase agencies were able to obtain a 50% reduction in time spent on paperwork.
   
Beta testing is complete and COPsync™ is available for general release, as a result the number of committed officers will rapidly grow.

Plan of Operation:

COPsync, Inc. must obtain funding to establish a favorable balance sheet to implement the existing contracts with 71 Law Enforcement agencies currently subscribed to COPsync™.
   
Copsync, Inc will continue to pursue Federal, State and Local funding opportunities for agencies wishing to subscribe to COPsync™.
   
Copsync, Inc will pursue Private Foundation and Non Profit funding opportunities for agencies wishing to subscribe to COPsync™.
   
Copsync, Inc will continue to develop innovative tools to garner additional market share in the Law Enforcement vertical, as well as other vertical markets.
   
Copsync, Inc will remain open to the possibility of agreements, mergers and acquisitions which can enhance the companies offering in the marketplace or increase deployment possibilities.





Risk Factors

Need for ongoing financing.

The Registrant will need additional capital to continue operations and will endeavor to raise funds through the sale of equity shares and revenues from operations. There can be no assurance that the Registrant will generate revenues from operations or obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on financial position and results of operations and ability to continue as a going concern. Operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for our services and products. There can be no assurance that additional private or public financing, including debt or equity financing, will be available as needed, or, if available, on terms favorable to the Registrant. Any additional equity financing may be dilutive to stockholders and such additional equity securities may have rights, preferences, or privileges that are senior to those of the Registrant's existing common stock.


Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on operating flexibility. The Registrant's failure to successfully obtain additional future funding may jeopardize the ability to continue our business and operations. If the Registrant can raise additional funds by issuing equity securities, existing stockholders may experience a dilution in their ownership. In addition, as a condition to giving additional funds, future investors may demand, and may be granted, rights superior to those of existing stockholders.

Cautionary factors that may affect future results.

The Registrant provides the following cautionary discussion of risks, uncertainties, and possible inaccurate assumptions relevant to its business and products. These are factors that could cause actual results to differ materially from expected results. Other factors besides those listed here could adversely affect the Registrant.

Potential fluctuations in quarterly operating results.

The Registrant's quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside its control, including the demand for services, seasonal trends in purchasing, the amount and timing of capital expenditures; price competition or pricing changes in the industry; technical difficulties or system downtime; general economic conditions, and economic conditions specific to the industry. The quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Due to the foregoing factors, among others, it is likely that the operating results will fall below expectations or those of investors in some future quarter.

Lack of independent Directors.

The Registrant cannot guarantee that its board of Directors will have a majority of independent Directors in the future. In the absence of a majority of independent Directors, the executive officers, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Registrant and its stockholders generally and the controlling officers, stockholders or Directors.

Management of potential growth.

The Registrant may experience rapid growth which will place a significant strain on its managerial, operational, and financial systems resources. To accommodate its current size and manage growth, the Registrant must continue to implement and improve its financial strength and operational systems, and expand, train and manage its sales and distribution base. There is no guarantee that the Registrant will be able to effectively manage the expansion of its operations, or that its facilities, systems, procedures, or controls will be adequate to support its expanded operations. The Registrant's inability to effectively manage its future growth would have a material adverse effect.

The Registrant depends heavily on key personnel and loss of the services of one or more of its key executives or a significant portion of any prospective local management personnel could weaken the management team adversely affecting the operations.

The Registrant's success largely depends on the skills, experience and efforts of its senior management, particularly the Chief Executive Officer, Russell Chaney. Operations will also be dependent on the efforts, ability and experience of key members of the prospective local management staff. The loss of services of one or more members of the senior management or of a significant portion of any of local management staff could weaken significantly management expertise and the ability to deliver health care services efficiently. The Registrant does not maintain key man life insurance policies on any of its officers, although it intends to obtain such insurance policies in the future.

(b) Management's Discussion and Analysis of Financial Condition and Results of Operations. This discussion and analysis of our financial condition and results of operations includes "forward-looking" statements that reflect our current views with respect to future events and financial performance. We use words such as "expect," "anticipate," "believe," and "intend," and similar expressions to identify forward-looking statements. You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward looking statements. We will not necessarily update the information in this discussion if any forward-looking statement later turns out to be inaccurate. Reference in the following discussion to "our", "us," and "we" refer to our operations and the operations of our subsidiaries, except where the context otherwise indicates or requires.





This discussion and analysis of financial condition and results of operations should be read in conjunction with our audited Financial Statements included in this filing. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and reflect our historical financial position, results of operations, and cash flows. The financial information included in this filing, is not necessarily indicative of our future performance.

Revenue in the three months ended March 31, 2008 was $nil compared to $nil for the three months ended March 31, 2007, no change.

General and administrative expenses for the three months ended March 31, 2008 $3,540 compared to $18,482 for the three months ended March 31, 2007, a decrease of 14,942 due to a decrease in professional fees from 2007.

The Company recorded a provision for federal and state income taxes of $814 for the three months ended March 31, 2008 compared to $4,251 for the three months ended March 31, 2007. As of March 31, 2008, no benefits have been utilized from a net operating loss carryforward of $66,965.

Liquidity and Capital Resources.

As of March 31, 2008 the current assets exceeded the current liabilities by $1,985. During the period ended March 31, 2008 and through April 25, 2008, the Company issued a total of 25,000,005 restricted shares of common stock for the acquisition of PostInk Technology LP.

ITEM 3. CONTROLS AND PROCEDURES


The Company's Chief Executive Officer and Chief Financial Officer (or those persons performing similar functions), after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date within 90 days before the filing date of this quarterly report (the "Evaluation Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective to ensure the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the Evaluation Date.


PART II - OTHER INFORMATION

ITEM 1 Legal Proceeding.

None.

ITEM 2 Changes in Securities and Use of Proceeds.

None.

ITEM 3 Defaults upon Senior Securities.

None.

ITEM 4 Submissions of Matters to a Vote of Security Holders.

None.

ITEM 5 Other Information.

None.

ITEM 6 Exhibits.

  31.1 Certification by Russell Chaney President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  32.1 Certification by Russell Chaney President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




SIGNATURES

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



COPSYNC, INC.
 

Date: May 15, 2008 By s/ Russell Chaney                                                  
        Russell Chaney  
        Chief Executive Officer